SPLIT-OFF
      AGREEMENT

    


    This
      SPLIT-OFF AGREEMENT,
      dated
      as of this 18th day of December, 2007 (this “Agreement”), is entered into by and
      among UFood Restaurant Group, Inc., formerly known as UFood Franchise Company,
      a
      Nevada corporation (“Seller”), Brent Hahn (“Hahn” or “Buyer”), Axxent Media,
      Inc., a Nevada corporation (“Media”), and KnowFat Franchise Company, Inc., a
      Delaware corporation (“KnowFat”).

     

    RECITALS:

    


    WHEREAS, Seller
      is
      the owner of all of the issued and outstanding capital stock of Media. Media
      is
      a newly-formed, wholly-owned subsidiary of Seller which was organized to
      acquire, and has so acquired, the business assets and liabilities previously
      held by Seller. Seller has no other businesses or operations;

    


    WHEREAS,
      contemporaneously with the execution of this Agreement, Seller, KnowFat and
      a
      newly-formed wholly-owned Arizona subsidiary of Seller, KnowFat Acquisition
      Corp. (“Acquisition Corp.”), will enter into an Agreement and Plan of Merger and
      Reorganization (the “Merger Agreement”) pursuant to which Acquisition Corp. will
      merge with and into KnowFat with KnowFat remaining as the surviving entity
      (the
“Merger”). The equity holders of KnowFat will receive securities of Seller in
      exchange for their equity interests in KnowFat;

    


    WHEREAS,
      the
      execution and delivery of this Agreement is required by KnowFat as a condition
      to its execution of the Merger Agreement. The consummation of the purchase
      and
      sale transaction contemplated by this Agreement is also a condition to the
      completion of the Merger pursuant to the Merger Agreement. Seller has
      represented to KnowFat in the Merger Agreement that the purchase and sale
      transaction contemplated by this Agreement will be consummated immediately
      following with the closing of the Merger, and KnowFat relied on such
      representation in entering into the Merger Agreement;

    


    WHEREAS,
      Buyer
      desires to purchase the Shares (as defined in Section
      1.1)
      from
      Seller, and to assume, as between Seller and Buyer, all responsibilities for
      any
      debts, obligations and liabilities of Media, on the terms and subject to the
      conditions specified in this Agreement; and

    


    WHEREAS,
      Seller
      desires to sell and transfer the Shares to the Buyer, on the terms and subject
      to the conditions specified in this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the covenants, promises and agreements herein
      set forth and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      legally to be bound, agree as follows:

    


    I. PURCHASE
      AND SALE OF STOCK.

     

    1.1 Purchased
      Shares.
      Subject
      to the terms and conditions provided below, Seller shall sell and transfer
      to
      Buyer and Buyer shall purchase from Seller, on the Closing Date (as defined
      in
Section
      1.3),
      all of
      the issued and outstanding shares of capital stock of Media (the
“Shares”).

     

    1.2 Purchase
      Price.
      The
      purchase price for the Shares shall be the transfer and delivery by Buyer to
      Seller of 16,200,000 shares of common stock of Seller that Buyer owns (the
      “Purchase Price Shares”), deliverable as provided in Section
      2.2.
      

     

    1.3 Closing.
      The
      closing of the transactions contemplated in this Agreement (the “Closing”) shall
      take place as soon as practicable following the execution of this Agreement;
      provided,
      however,
      that the
      Closing must occur immediately after the closing of the Merger. The date on
      which the Closing occurs shall be referred to herein as the Closing Date (the
      “Closing Date”).

     

    II. CLOSING.

     

    2.1 Transfer
      of Shares.
      At the
      Closing, Seller shall deliver to Buyer certificates representing the Shares,
      duly endorsed to Buyer or as directed by Buyer, which delivery shall vest Buyer
      with good and marketable title to all of the issued and outstanding shares
      of
      capital stock of Media, free and clear of all liens and
      encumbrances.

     

    2.2 Payment
      of Purchase Price.
      At the
      Closing, Buyer shall deliver to Seller a certificate or certificates
      representing the Purchase Price Shares duly endorsed to Seller, which delivery
      shall vest Seller with good and marketable title to the Purchase Price Shares,
      free and clear of all liens and encumbrances.

     

    2.3 Transfer
      of Records.
      On or
      before the Closing, Seller shall transfer to Media all existing corporate books
      and records in Seller’s possession relating to Media and its business, including
      but not limited to all agreements, litigation files, real estate files,
      personnel files and filings with governmental agencies; provided,
      however,
      when
      any such documents relate to both Seller and Media, only copies of such
      documents need be furnished. On or before the Closing, Buyer and Media shall
      transfer to Seller all existing corporate books and records in the possession
      of
      Buyer or Media relating to Seller, including but not limited to all corporate
      minute books, stock ledgers, certificates and corporate seals of Seller and
      all
      agreements, litigation files, real property files, personnel files and filings
      with governmental agencies; provided,
      however,
      when
      any such documents relate to both Seller and Media or its business, only copies
      of such documents need be furnished.

     

    III. BUYER’S
      REPRESENTATIONS AND WARRANTIES.
      Buyer
      represents and warrants to Seller and KnowFat that:

     

    3.1 Capacity
      and Enforceability.
      Buyer
      has the legal capacity to execute and deliver this Agreement and the documents
      to be executed and delivered by Buyer at the Closing pursuant to the
      transactions contemplated hereby. This Agreement and all such documents
      constitute valid and binding agreements of Buyer, enforceable in accordance
      with
      their terms.

     

    
      
         

      

      
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    3.2 Compliance.
      Neither
      the execution and delivery of this Agreement nor the consummation of the
      transactions contemplated hereby by Buyer will result in the breach of any
      term
      or provision of, or constitute a default under, or violate any agreement,
      indenture, instrument, order, law or regulation to which Buyer is a party or
      by
      which Buyer is bound.

     

    3.3 Purchase
      for Investment.
      Buyer
      is financially able to bear the economic risks of acquiring an interest in
      Media
      and the other transactions contemplated hereby, and has no need for liquidity
      in
      this investment. Buyer has such knowledge and experience in financial and
      business matters in general, and with respect to businesses of a nature similar
      to the business of Media, so as to be capable of evaluating the merits and
      risks
      of, and making an informed business decision with regard to, the acquisition
      of
      the Shares. Buyer is acquiring the Shares solely for his own account and not
      with a view to or for resale in connection with any distribution or public
      offering thereof, within the meaning of any applicable securities laws and
      regulations, unless such distribution or offering is registered under the
      Securities Act of 1933, as amended (the “Securities Act”), or an exemption from
      such registration is available. Buyer has (i) received all the information
      he has deemed necessary to make an informed investment decision with respect
      to
      the acquisition of the Shares; (ii) had an opportunity to make such
      investigation as he has desired pertaining to Media and the acquisition of
      an
      interest therein, and to verify the information which is, and has been, made
      available to him; and (iii) had the opportunity to ask questions of Seller
      concerning Media. Buyer acknowledges that Buyer is a current director and
      officer of Seller, and a current director and officer of Media and,
      as
      such, has actual knowledge of the business, operations and financial affairs
      of
      Media. Buyer has received no public solicitation or advertisement with respect
      to the offer or sale of the Shares. Buyer realizes that the Shares are
“restricted securities” as that term is defined in Rule 144 promulgated by the
      Securities and Exchange Commission under the Securities Act, the resale of
      the
      Shares is restricted by federal and state securities laws and, accordingly,
      the
      Shares must be held indefinitely unless their resale is subsequently registered
      under the Securities Act or an exemption from such registration is available
      for
      their resale. Buyer understands that any resale of the Shares by him must be
      registered under the Securities Act (and any applicable state securities law)
      or
      be effected in circumstances that, in the opinion of counsel for Media at the
      time, create an exemption or otherwise do not require registration under the
      Securities Act (or applicable state securities laws). Buyer acknowledges and
      consents that certificates now or hereafter issued for the Shares will bear
      a
      legend substantially as follows:

     

    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER
      ANY APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”), HAVE BEEN ACQUIRED FOR
      INVESTMENT AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
      EXCEPT PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
      QUALIFICATION UNDER THE STATE ACTS OR PURSUANT TO EXEMPTIONS FROM SUCH
      REGISTRATION OR QUALIFICATION REQUIREMENTS (INCLUDING, IN THE CASE OF THE
      SECURITIES ACT, THE EXEMPTIONS AFFORDED BY SECTION 4(1) OF THE SECURITIES ACT
      AND RULE 144 THEREUNDER). AS A PRECONDITION TO ANY SUCH TRANSFER, THE ISSUER
      OF
      THESE SECURITIES SHALL BE FURNISHED WITH AN OPINION OF COUNSEL OPINING AS TO
      THE
      AVAILABILITY OF EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION AND/OR
      SUCH
      OTHER EVIDENCE AS MAY BE SATISFACTORY THERETO THAT ANY SUCH TRANSFER WILL NOT
      VIOLATE THE SECURITIES LAWS.

     

    
      
         

      

      
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    Buyer
      understands that the Shares are being sold to him pursuant to the exemption
      from
      registration contained in Section 4(1) of the Securities Act and that the Seller
      is relying upon the representations made herein as one of the bases for claiming
      the Section 4(1) exemption. 

     

    3.4 Liabilities.
      Following the Closing, Seller will have no liability for any debts, liabilities
      or obligations of Media or its business or activities, and there are no
      outstanding guaranties, performance or payment bonds, letters of credit or
      other
      contingent contractual obligations that have been undertaken by Seller directly
      or indirectly in relation to Media or its business and that may survive the
      Closing. 

     

    3.5 Title
      to Purchase Price Shares.
      Buyer
      is the sole record and beneficial owner of the Purchase Price Shares. At
      Closing, Buyer will have good and marketable title to the Purchase Price Shares,
      which Purchase Price Shares are, and at the Closing will be, free and clear
      of
      all options, warrants, pledges, claims, liens and encumbrances, and any
      restrictions or limitations prohibiting or restricting transfer to Seller,
      except for restrictions on transfer as contemplated by applicable securities
      laws. 

     

    IV. SELLER’S
      AND MEDIA’S REPRESENTATIONS AND WARRANTIES.
      Seller
      and Media, jointly and severally, represent and warrant to Buyer that:


     

    4.1 Organization
      and Good Standing.
      Each of
      the Seller and Media is a corporation duly incorporated, validly existing,
      and
      in good standing under the laws of the State of Nevada.

     

    4.2 Authority
      and Enforceability.
      The
      execution and delivery of this Agreement and the documents to be executed and
      delivered at the Closing pursuant to the transactions contemplated hereby,
      and
      performance in accordance with the terms hereof and thereof, have been duly
      authorized by Seller and all such documents constitute valid and binding
      agreements of Seller enforceable in accordance with their terms.

     

    4.3 Title
      to Shares.
      Seller
      is the sole record and beneficial owner of the Shares. At Closing, Seller will
      have good and marketable title to the Shares, which Shares are, and at the
      Closing will be, free and clear of all options, warrants, pledges, claims,
      liens
      and encumbrances, and any restrictions or limitations prohibiting or restricting
      transfer to Buyer, except for restrictions on transfer as contemplated by
Section
      3.3
      above.
      The Shares constitute all of the issued and outstanding shares of capital stock
      of Media.

     

    
      
         

      

      
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    4.4 WARN
      Act.
      Media
      does not have a sufficient number of employees to make it subject to the Worker
      Adjustment and Retraining Notification Act (“WARN Act”). 

     

    4.5 Representations
      in Merger Agreement.
      Media
      represents and warrants that all of the representations and warranties by
      Seller, insofar as they relate to Media, contained in the Merger Agreement
      are
      true and correct.

     

    V. OBLIGATIONS
      OF BUYER PENDING CLOSING.
      Buyer
      covenants and agrees that between the date hereof and the Closing:

     

    5.1 Not
      Impair Performance.
      Buyer
      shall not take any intentional action that would cause the conditions upon
      the
      obligations of the parties hereto to effect the transactions contemplated hereby
      not to be fulfilled, including, without limitation, taking or causing to be
      taken any action that would cause the representations and warranties made by
      any
      party herein not to be true, correct and accurate as of the Closing, or in
      any
      way impairing the ability of Seller to satisfy its obligations as provided
      in
Article
      VI.

     

    5.2 Assist
      Performance.
      Buyer
      shall exercise its reasonable best efforts to cause to be fulfilled those
      conditions precedent to Seller’s obligations to consummate the transactions
      contemplated hereby which are dependent upon actions of Buyer and to make and/or
      obtain any necessary filings and consents in order to consummate the sale
      transaction contemplated by this Agreement.

     

    VI. OBLIGATIONS
      OF SELLER PENDING CLOSING.
      Seller
      covenants and agrees that between the date hereof and the Closing:

     

    6.1 
      Business as Usual.
      Media
      shall operate and Seller shall cause Media to operate in accordance with past
      practices and shall use best efforts to preserve its goodwill and the goodwill
      of its employees, customers and others having business dealings with Media.
      Without limiting the generality of the foregoing, from the date of this
      Agreement until the Closing Date, Media shall (a) make all normal and
      customary repairs to its equipment, assets and facilities, (b) keep in
      force all insurance, (c) preserve in full force and effect all material
      franchises, licenses, contracts and real property interests and comply in all
      material respects with all laws and regulations, (d) collect all accounts
      receivable and pay all trade creditors in the ordinary course of business at
      intervals historically experienced, and (e) preserve and maintain Media’s
      assets in their current operating condition and repair, ordinary wear and tear
      excepted. From the date of this Agreement until the Closing Date, Media shall
      not (i) amend, terminate or surrender any material franchise, license,
      contract or real property interest, or (ii) sell or dispose of any of its
      assets except in the ordinary course of business. Neither Media nor Buyer shall
      take or omit to take any action that results in Seller incurring any liability
      or obligation prior to or in connection with the Closing.

     

    6.2 Not
      Impair Performance.
      Seller
      shall not take any intentional action that would cause the conditions upon
      the
      obligations of the parties hereto to effect the transactions contemplated hereby
      not to be fulfilled, including, without limitation, taking or causing to be
      taken any action which would cause the representations and warranties made
      by
      any party herein not to be materially true, correct and accurate as of the
      Closing, or in any way impairing the ability of Buyer to satisfy his obligations
      as provided in Article
      V.

     

    
      
         

      

      
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    6.3 Assist
      Performance.
      Seller
      shall exercise its reasonable best efforts to cause to be fulfilled those
      conditions precedent to Buyer’s obligations to consummate the transactions
      contemplated hereby which are dependent upon the actions of Seller and to work
      with Buyer to make and/or obtain any necessary filings and consents. Seller
      shall cause Media to comply with its obligations under this
      Agreement.

     

    VII. SELLER’S
      AND LEASECO’S CONDITIONS PRECEDENT TO CLOSING.
      The
      obligations of Seller and Media to close the transactions contemplated by this
      Agreement are subject to the satisfaction at or prior to the Closing of each
      of
      the following conditions precedent (any or all of which may be waived by Seller
      and KnowFat in writing):

     

    7.1 Representations
      and Warranties; Performance.
      All
      representations and warranties of Buyer contained in this Agreement shall have
      been true and correct, in all material respects, when made and shall be true
      and
      correct, in all material respects, at and as of the Closing, with the same
      effect as though such representations and warranties were made at and as of
      the
      Closing. Buyer shall have performed and complied with all covenants and
      agreements and satisfied all conditions, in all material respects, required
      by
      this Agreement to be performed or complied with or satisfied by Buyer at or
      prior to the Closing.

     

    7.2 Additional
      Documents.
      Buyer
      shall deliver or cause to be delivered such additional documents as may be
      necessary in connection with the consummation of the transactions contemplated
      by this Agreement and the performance of their obligations
      hereunder.

     

    7.3 Release
      by Media.
      At the
      Closing, Media shall execute and deliver to Seller and KnowFat a general release
      which in substance and effect releases Seller and KnowFat from any and all
      liabilities and obligations that Seller and KnowFat may owe to Media in any
      capacity, and from any and all claims that Media may have against Seller,
      KnowFat, or their respective managers, members, officers, directors,
      stockholders, employees and agents (other than those arising pursuant to this
      Agreement or any document delivered in connection with this
      Agreement).

     

    VIII. BUYER’S
      CONDITIONS PRECEDENT TO CLOSING.
      The
      obligation of Buyer to close the transactions contemplated by this Agreement
      is
      subject to the satisfaction at or prior to the Closing of each of the following
      conditions precedent (any and all of which may be waived by Buyer in
      writing):

     

    8.1 Representations
      and Warranties; Performance.
      All
      representations and warranties of Seller and Media contained in this Agreement
      shall have been true and correct, in all material respects, when made and shall
      be true and correct, in all material respects, at and as of the Closing with
      the
      same effect as though such representations and warranties were made at and
      as of
      the Closing. Seller and Media shall have performed and complied with all
      covenants and agreements and satisfied all conditions, in all material respects,
      required by this Agreement to be performed or complied with or satisfied by
      them
      at or prior to the Closing.

     

    
      
         

      

      
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    IX. OTHER
      AGREEMENTS.

     

    9.1 Expenses.
      Each
      party hereto shall bear its expenses separately incurred in connection with
      this
      Agreement and with the performance of its obligations hereunder.

     

    9.2 Confidentiality.
      The
      parties hereto shall not make any public announcements concerning this
      transaction other than in accordance with mutual agreement reached prior to
      any
      such announcement(s) and other than as may be required by applicable law or
      judicial process. If for any reason the transactions contemplated hereby are
      not
      consummated, then Buyer shall return any information received by Buyer from
      Seller or Media, and Buyer shall cause all confidential information obtained
      by
      Buyer concerning Media and its business to be treated as such.

     

    9.3 Brokers’
      Fees.
      In
      connection with the transaction specifically contemplated by this Agreement,
      no
      party to this Agreement has employed the services of a broker and each agrees
      to
      indemnify the other against all claims of any third parties for fees and
      commissions of any brokers claiming a fee or commission related to the
      transactions contemplated hereby.

     

    9.4 Access
      to Information Post-Closing; Cooperation.
      

     

    (a) Following
      the Closing, Buyer and Media shall afford to Seller and its authorized
      accountants, counsel and other designated representatives, reasonable access
      (and including using reasonable efforts to give access to persons or firms
      possessing information) and duplicating rights during normal business hours
      to
      allow records, books, contracts, instruments, computer data and other data
      and
      information (collectively, “Information”) within the possession or control of
      Buyer or Media insofar as such access is reasonably required by Seller.
      Information may be requested under this Section
      9.4(a)
      for,
      without limitation, audit, accounting, claims, litigation and tax purposes,
      as
      well as for purposes of fulfilling disclosure and reporting obligations and
      performing this Agreement and the transactions contemplated hereby. No files,
      books or records of Media existing at the Closing Date shall be destroyed by
      Buyer or Media after Closing but prior to the expiration of any period during
      which such files, books or records are required to be maintained and preserved
      by applicable law without giving the Seller at least 30 days’ prior written
      notice, during which time Seller shall have the right to examine and to remove
      any such files, books and records prior to their destruction.

     

    (b) Following
      the Closing, Seller shall afford to Media and its authorized accountants,
      counsel and other designated representatives reasonable access (including using
      reasonable efforts to give access to persons or firms possessing information)
      duplicating rights during normal business hours to Information within Seller’s
      possession or control relating to the business of Media. Information may be
      requested under this Section
      9.4(b)
      for,
      without limitation, audit, accounting, claims, litigation and tax purposes
      as
      well as for purposes of fulfilling disclosure and reporting obligations and
      for
      performing this Agreement and the transactions contemplated hereby. No files,
      books or records of Media existing at the Closing Date shall be destroyed by
      Seller after Closing but prior to the expiration of any period during which
      such
      files, books or records are required to be maintained and preserved by
      applicable law without giving the Buyer at least 30 days prior written notice,
      during which time Buyer shall have the right to examine and to remove any such
      files, books and records prior to their destruction.

     

    
      
         

      

      
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    (c) At
      all
      times following the Closing, Seller, Buyer and Media shall use reasonable
      efforts to make available to the other party on written request, the current
      and
      former officers, directors, employees and agents of Seller or Media for any
      of
      the purposes set forth in Section
      9.4(a) or (b)
      above or
      as witnesses to the extent that such persons may reasonably be required in
      connection with any legal, administrative or other proceedings in which Seller
      or Media may from time to be involved.

     

    (d) The
      party
      to whom any Information or witnesses are provided under this Section
      9.4
      shall
      reimburse the provider thereof for all out-of-pocket expenses actually and
      reasonably incurred in providing such Information or witnesses.

     

    (e) Seller,
      Buyer, Media and their respective employees and agents shall each hold in strict
      confidence all Information concerning the other party in their possession or
      furnished by the other or the other’s representative pursuant to this Agreement
      with the same degree of care as such party utilizes as to such party’s own
      confidential information (except to the extent that such Information is
      (i) in the public domain through no fault of such party or (ii) later
      lawfully acquired from any other source by such party), and each party shall
      not
      release or disclose such Information to any other person, except such party’s
      auditors, attorneys, financial advisors, bankers, other consultants and advisors
      or persons with whom such party has a valid obligation to disclose such
      Information, unless compelled to disclose such Information by judicial or
      administrative process or, as advised by its counsel, by other requirements
      of
      law.

     

    (f) Seller,
      Buyer and Media shall each use their best efforts to forward promptly to the
      other party all notices, claims, correspondence and other materials which are
      received and determined to pertain to the other party.

     

    9.5 Guarantees,
      Surety Bonds and Letter of Credit Obligations.
      In the
      event that Seller is obligated for any debts, obligations or liabilities of
      Media by virtue of any outstanding guarantee, performance or surety bond or
      letter of credit provided or arranged by Seller on or prior to the Closing
      Date,
      Buyer and Media shall use best efforts to cause to be issued replacements of
      such bonds, letters of credit and guarantees and to obtain any amendments,
      novations, releases and approvals necessary to release and discharge fully
      Seller from any liability thereunder following the Closing. Buyer and Media,
      jointly and severally, shall be responsible for, and shall indemnify, hold
      harmless and defend Seller from and against, any costs or losses incurred by
      Seller arising from such bonds, letters of credits and guarantees and any
      liabilities arising therefrom and shall reimburse Seller for any payments that
      Seller may be required to pay pursuant to enforcement of its obligations
      relating to such bonds, letters of credit and guarantees.

     

    9.6 Filings
      and Consents.
      Buyer,
      at its risk, shall determine what, if any, filings and consents must be made
      and/or obtained prior to Closing to consummate the purchase and sale of the
      Shares. Buyer shall indemnify the Seller Indemnified Parties (as defined in
      Section
      11.1
      below)
      against any Losses (as defined in Section
      11.1
      below)
      incurred by such Seller Indemnified Parties by virtue of the failure to make
      and/or obtain any such filings or consents. Recognizing that the failure to
      make
      and/or obtain any filings or consents may cause Seller to incur Losses or
      otherwise adversely affect Seller, Buyer and Media confirm that the provisions
      of this Section
      9.6
      will not
      limit Seller’s right to treat such failure as the failure of a condition
      precedent to Seller’s obligation to close pursuant to Article
      VII
      above.

     

    
      
         

      

      
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    9.7 Insurance.
      Buyer
      acknowledges that on the Closing Date, effective as of the Closing, all
      insurance coverage and bonds provided by Seller for Media, and all certificates
      of insurance evidencing that Media maintains any required insurance by virtue
      of
      insurance provided by Seller, will terminate with respect to any insured damages
      resulting from matters occurring subsequent to Closing. 

     

    9.8 Agreements
      Regarding Taxes.
      

     

    (a) Tax
      Sharing Agreements.
      Any tax
      sharing agreement between Seller and Media is terminated as of the Closing
      Date
      and will have no further effect for any taxable year (whether the current year,
      a future year or a past year).

     

    (b) Returns
      for Periods Through the Closing Date.
      Seller
      will include the income and loss of Media (including any deferred income
      triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into
      income under Reg. §1.1502-19) on Seller’s consolidated federal income tax
      returns for all periods through the Closing Date and pay any federal income
      taxes attributable to such income. Seller and Media agree to allocate income,
      gain, loss, deductions and credits between the period up to Closing (the
“Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”)
      based on a closing of the books of Media, and both Seller and Media agree not
      to
      make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s
      items of income, gain, loss, deduction and credit. Seller, Media and Buyer
      agree
      to report all transactions not in the ordinary course of business occurring
      on
      the Closing Date after Buyer’s purchase of the Shares on Media’s tax returns to
      the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify
      Seller for any additional tax owed by Seller (including tax owned by Seller
      due
      to this indemnification payment) resulting from any transaction engaged in
      by
      Media during the Pre-Closing Period or on the Closing Date after Buyer’s
      purchase of the Shares. Media will furnish tax information to Seller for
      inclusion in Seller’s consolidated federal income tax return for the period
      which includes the Closing Date in accordance with Media’s past custom and
      practice.

     

    (c) Audits.
      Seller
      will allow Media and its counsel to participate at Media’s expense in any audits
      of Seller’s consolidated federal income tax returns to the extent that such
      audit raises issues that relate to and increase the tax liability of Media.
      Seller shall have the absolute right, in its sole discretion, to engage
      professionals and direct the representation of Seller in connection with any
      such audit and the resolution thereof, without receiving the consent of Buyer
      or
      Media or any other party acting on behalf of Buyer or Media, provided that
      Seller will not settle any such audit in a manner which would materially
      adversely affect Media after the Closing Date unless such settlement would
      be
      reasonable in the case of a person that owned Media both before and after the
      Closing Date. In the event that after Closing any tax authority informs the
      Buyer or Media of any notice of proposed audit, claim, assessment or other
      dispute concerning an amount of taxes which pertain to the Seller, or to Media
      during the period prior to Closing, Buyer or Media must promptly notify the
      Seller of the same within 15 calendar days of the date of the notice from the
      tax authority. In the event Buyer or Media do not notify the Seller within
      such
      15 day period, Buyer and Media, jointly and severally, will indemnify the Seller
      for any incremental interest, penalty or other assessments resulting from the
      delay in giving notice. To the extent of any conflict or inconsistency, the
      provisions of this Section 9.8 shall control over the provisions of Section
      11.2
      below.

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    (d) Cooperation
      on Tax Matters.
      Buyer,
      Seller and Media shall cooperate fully, as and to the extent reasonably
      requested by any party, in connection with the filing of tax returns pursuant
      to
      this Section and any audit, litigation or other proceeding with respect to
      taxes. Such cooperation shall include the retention and (upon the other party’s
      request) the provision of records and information which are reasonably relevant
      to any such audit, litigation or other proceeding and making employees available
      on a mutually convenient basis to provide additional information and explanation
      of any material provided hereunder. Media shall (i) retain all books and
      records with respect to tax matters pertinent to Media relating to any taxable
      period beginning before the Closing Date until the expiration of the statute
      of
      limitations (and, to the extent notified by Seller, any extensions thereof)
      of
      the respective taxable periods, and to abide by all record retention agreements
      entered into with any taxing authority, and (ii) give Seller reasonable
      written notice prior to transferring, destroying or discarding any such books
      and records and, if the Seller so requests, Buyer agrees to cause Media to
      allow
      Seller to take possession of such books and records.

     

    9.9 ERISA.
      Effective as of the Closing Date, Media shall terminate its participation in,
      and withdraw from, all employee benefit plans sponsored by Seller, and Seller
      and Buyer shall cooperate fully in such termination and withdrawal. Without
      limitation, Media shall be solely responsible for (i) all liabilities under
      those employee benefit plans notwithstanding any status as an employee benefit
      plan sponsored by Seller, and (ii) all liabilities for the payment of
      vacation pay, severance benefits, and similar obligations, including, without
      limitation, amounts which are accrued but unpaid as of the Closing Date with
      respect thereto. Buyer and Media acknowledge that Media is solely responsible
      for providing continuation health coverage, as required under the Consolidated
      Omnibus Reconciliation Act of 1985, as amended (“COBRA”), to each person, if
      any, participating in an employee benefit plan subject to COBRA with respect
      to
      such employee benefit plan as of the Closing Date, including, without
      limitation, any person whose employment with Media is terminated after the
      Closing Date.

     

    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    

     

    X. TERMINATION.
      This
      Agreement may be terminated at, or at any time prior to, the Closing by mutual
      written consent of Seller, Buyer and KnowFat.

     

    If
      this
      Agreement is terminated as provided herein, it shall become wholly void and
      of
      no further force and effect and there shall be no further liability or
      obligation on the part of any party except to pay such expenses as are required
      of such party.

     

    XI. INDEMNIFICATION.

     

    11.1 Indemnification
      by Buyer.
      Buyer
      covenants and agrees to indemnify, defend, protect and hold harmless Seller,
      and
      its officers, directors, employees, stockholders, agents, representatives and
      affiliates (collectively, together with Seller, the “Seller Indemnified
      Parties”) at all times from and after the date of this Agreement from and
      against all losses, liabilities, damages, claims, actions, suits, proceedings,
      demands, assessments, adjustments, costs and expenses (including specifically,
      but without limitation, reasonable attorneys’ fees and expenses of
      investigation), whether or not involving a third party claim and regardless
      of
      any negligence of any Seller Indemnified Party (collectively, “Losses”),
      incurred by any Seller Indemnified Party as a result of or arising from
      (i) any breach of the representations and warranties of Buyer set forth
      herein or in certificates delivered in connection herewith, (ii) any breach
      or nonfulfillment of any covenant or agreement (including any other agreement
      of
      Buyer to indemnify Seller set forth in this Agreement) on the part of Buyer
      under this Agreement, (iii) any debt, liability or obligation of Media,
      (iv) the conduct and operations of the business of Media whether before or
      after Closing, (v) claims asserted against Media whether before or after
      Closing, or (vi) any federal or state income tax payable by Seller and
      attributable to the transaction contemplated by this Agreement.

     

    11.2 Third
      Party Claims.

     

    (a) Defense.
      If any
      claim or liability (a “Third-Party Claim”) should be asserted against any of the
      Seller Indemnified Parties (the “Indemnitee”) by a third party after the Closing
      for which Buyer has an indemnification obligation under the terms of
Section
      11.1,
      then
      the Indemnitee shall notify Buyer (the “Indemnitor”) within 20 days after the
      Third-Party Claim is asserted by a third party (said notification being referred
      to as a “Claim Notice”) and give the Indemnitor a reasonable opportunity to take
      part in any examination of the books and records of the Indemnitee relating
      to
      such Third-Party Claim and to assume the defense of such Third-Party Claim
      and
      in connection therewith and to conduct any proceedings or negotiations relating
      thereto and necessary or appropriate to defend the Indemnitee and/or settle
      the
      Third-Party Claim. The expenses (including reasonable attorneys’ fees) of all
      negotiations, proceedings, contests, lawsuits or settlements with respect to
      any
      Third-Party Claim shall be borne by the Indemnitor. If the Indemnitor agrees
      to
      assume the defense of any Third-Party Claim in writing within 20 days after
      the
      Claim Notice of such Third-Party Claim has been delivered, through counsel
      reasonably satisfactory to Indemnitee, then the Indemnitor shall be entitled
      to
      control the conduct of such defense, and any decision to settle such Third-Party
      Claim, and shall be responsible for any expenses of the Indemnitee in connection
      with the defense of such Third-Party Claim so long as the Indemnitor continues
      such defense until the final resolution of such Third-Party Claim. The
      Indemnitor shall be responsible for paying all settlements made or judgments
      entered with respect to any Third-Party Claim the defense of which has been
      assumed by the Indemnitors Except as provided on subsection (b) below, both
      the
      Indemnitor and the Indemnitee must approve any settlement of a Third-Party
      Claim. A failure by the Indemnitee to timely give the Claim Notice shall not
      excuse Indemnitor from any indemnification liability except only to the extent
      that the Indemnitor is materially and adversely prejudiced by such
      failure.

     

    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    

     

    (b) Failure
      to Defend.
      If the
      Indemnitor shall not agree to assume the defense of any Third-Party Claim in
      writing within 20 days after the Claim Notice of such Third-Party Claim has
      been
      delivered, or shall fail to continue such defense until the final resolution
      of
      such Third-Party Claim, then the Indemnitee may defend against such Third-Party
      Claim in such manner as it may deem appropriate and the Indemnitee may settle
      such Third-Party Claim, in its sole discretion, on such terms as it may deem
      appropriate. The Indemnitor shall promptly reimburse the Indemnitee for the
      amount of all settlement payments and expenses, legal and otherwise, incurred
      by
      the Indemnitee in connection with the defense or settlement of such Third-Party
      Claim. If no settlement of such Third-Party Claim is made, then the Indemnitor
      shall satisfy any judgment rendered with respect to such Third-Party Claim
      before the Indemnitee is required to do so, and pay all expenses, legal or
      otherwise, incurred by the Indemnitee in the defense against such Third-Party
      Claim.

     

    11.3 Non-Third-Party
      Claims.
      Upon
      discovery of any claim for which Buyer has an indemnification obligation under
      the terms of this Section
      11.3
      which
      does not involve a claim by a third party against the Indemnitee, the Indemnitee
      shall give prompt notice to Buyer of such claim and, in any case, shall give
      Buyer such notice within 30 days of such discovery. A failure by Indemnitee
      to
      timely give the foregoing notice to Buyer shall not excuse Buyer from any
      indemnification liability except to the extent that Buyer is materially and
      adversely prejudiced by such failure.

     

    11.4 Survival.
      Except
      as otherwise provided in this Section
      11.4,
      all
      representations and warranties made by Buyer, Media and Seller in connection
      with this Agreement shall survive the Closing. Anything in this Agreement to
      the
      contrary notwithstanding, the liability of all Indemnitors under this
Article
      XI
      shall
      terminate on the third (3rd)
      anniversary of the Closing Date, except with respect to (a) liability for
      any item as to which, prior to the third (3rd)
      anniversary of the Closing Date, any Indemnitee shall have asserted a Claim
      in
      writing, which Claim shall identify its basis with reasonable specificity,
      in
      which case the liability for such Claim shall continue until it shall have
      been
      finally settled, decided or adjudicated, (b) liability of any party for
      Losses for which such party has an indemnification obligation, incurred as
      a
      result of such party’s breach of any covenant or agreement to be performed by
      such party after the Closing, (c) liability of Buyer for Losses incurred by
      a Seller Indemnified Party due to breaches of its representations and warranties
      in Article
      III
      of this
      Agreement, and (d) liability of Buyer for Losses arising out of Third-Party
      Claims for which Buyer have an indemnification obligation, which liability
      shall
      survive until the statute of limitation applicable to any third party’s right to
      assert a Third-Party Claim bars assertion of such claim.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    11.5 Cut-Off
      Date.
      Notwithstanding anything else in this Agreement to the contrary, Buyer shall
      have no obligations whatsoever hereunder to the Seller Indemnified Parties
      for
      any Losses arising, directly or indirectly, from any facts or circumstances
      which occurred after August 8, 2007.

     

    XII. MISCELLANEOUS.

     

    12.1 Notices.
      All
      notices and communications required or permitted hereunder shall be in writing
      and deemed given when received by means of the United States mail, addressed
      to
      the party to be notified, postage prepaid and registered or certified with
      return receipt requested, or personal delivery, or overnight courier, as
      follows:

     

    (a) If
      to
      Seller, addressed to:

     

    255
      Washington Street, Suite 100

    Newton,
      MA 02458

    Attn:
      George Naddaff, Chief Executive Officer

    Facsimile:
      (617) 787-6010

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    Robinson
      & Cole LLP

    695
      East
      Main Street

    Stamford,
      CT 06904

    Attn:
      Richard A. Krantz, Esq.

    Facsimile:
      (203) 462-7599

    


    (b) If
      to
      Buyer or Media, addressed to:

     

    c/o
      Brent
      Hahn

    12516-52A
      Avenue

    Surrey,
      British Columbia V3X 3K3 Canada

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    Gottbetter
      & Partners, LLP

    488
      Madison Avenue, 12th
      Floor

    New
      York,
      NY 10022

    Attention:
      Adam S. Gottbetter, Esq.

    Facsimile:
      (212) 400-6901

    


    (c) If
      to
      KnowFat, addressed to:

     

    255
      Washington Street, Suite 100

    Newton,
      MA 02458

    Attn:
      George Naddaff, Chief Executive Officer

    Facsimile:
      (617) 787-6010

     

    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    

    


    With
      a
      copy to (which shall not constitute notice hereunder):

     

    Robinson
      & Cole LLP

    695
      East
      Main Street

    Stamford,
      CT 06904

    Attn:
      Richard A. Krantz, Esq.

    Facsimile:
      (203) 462-7599

    


    or
      to
      such other address as any party hereto shall specify pursuant to this
Section
      12.1
      from
      time to time.

     

    12.2 Exercise
      of Rights and Remedies.
      Except
      as otherwise provided herein, no delay of or omission in the exercise of any
      right, power or remedy accruing to any party as a result of any breach or
      default by any other party under this Agreement shall impair any such right,
      power or remedy, nor shall it be construed as a waiver of or acquiescence in
      any
      such breach or default, or of any similar breach or default occurring later;
      nor
      shall any waiver of any single breach or default be deemed a waiver of any
      other
      breach or default occurring before or after that waiver.

     

    12.3 Time.
      Time is
      of the essence with respect to this Agreement.

     

    12.4 Reformation
      and Severability.
      In case
      any provision of this Agreement shall be invalid, illegal or unenforceable,
      it
      shall, to the extent possible, be modified in such manner as to be valid, legal
      and enforceable but so as to most nearly retain the intent of the parties,
      and
      if such modification is not possible, such provision shall be severed from
      this
      Agreement, and in either case the validity, legality and enforceability of
      the
      remaining provisions of this Agreement shall not in any way be affected or
      impaired thereby.

     

    12.5 Further
      Acts.
      Seller,
      Buyer and Media shall execute any and all documents and perform such other
      acts
      which may be reasonably necessary to effectuate the purposes of this
      Agreement.

     

    12.6 Entire
      Agreement; Amendments.
      This
      Agreement contains the entire understanding of the parties relating to the
      subject matter contained herein. This Agreement cannot be amended or changed
      except through a written instrument signed by all of the parties hereto,
      including KnowFat. No provisions of this Agreement or any rights hereunder
      may
      be waived by any party without the prior written consent of
      KnowFat.

     

    12.7 Assignment.
      No
      party may assign his, her or its rights or obligations hereunder, in whole
      or in
      part, without the prior written consent of the other parties.

     

    12.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada, without giving effect to principles of conflicts or choice
      of
      laws thereof.

     

    
      
         

      

      
        -14-

        
          

        

      

      
         

      

    

     

    12.9 Counterparts.
      This
      Agreement may be executed in one or more counterparts, with the same effect
      as
      if all parties had signed the same document. Each such counterpart shall be
      an
      original, but all such counterparts taken together shall constitute a single
      agreement. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature page was an original
      thereof.

     

    12.10 Section
      Headings and Gender.
      The
      Section headings used herein are inserted for reference purposes only and shall
      not in any way affect the meaning or interpretation of this Agreement. All
      personal pronouns used in this Agreement shall include the other genders,
      whether used in the masculine, feminine or neuter, and the singular shall
      include the plural, and vice
      versa,
      whenever and as often as may be appropriate.

     

    12.11 Specific
      Performance; Remedies.
      Each of
      Seller, Buyer and Media acknowledges and agrees that KnowFat would be damaged
      irreparably if any provision of this Agreement is not performed in accordance
      with its specific terms or is otherwise breached. Accordingly, each of Seller,
      Buyer and Media agrees that KnowFat will be entitled to seek an injunction
      or
      injunctions to prevent breaches of the provisions of this Agreement and to
      enforce specifically this Agreement and its terms and provisions in any action
      instituted in any court of the United States or any state thereof having
      jurisdiction over the parties and the matter, subject to Section
      12.8,
      in
      addition to any other remedy to which they may be entitled, at law or in equity.
      Except as expressly provided herein, the rights, obligations and remedies
      created by this Agreement are cumulative and are in addition to any other
      rights, obligations or remedies otherwise available at law or in equity, and
      nothing herein will be considered an election of remedies.
      

     

    12.12 Submission
      to Jurisdiction; Process Agent; No Jury Trial.

     

    (a) Each
      party to the Agreement hereby submits to the jurisdiction of any state or
      federal court sitting in the State of Nevada in any action arising out of or
      relating to this Agreement and agrees that all claims in respect of the action
      may be heard and determined in any such court. Each party to the Agreement
      also
      agrees not to bring any action arising out of or relating to this Agreement
      in
      any other court. Each party to the Agreement agrees that a final judgment in
      any
      action so brought will be conclusive and may be enforced by action on the
      judgment or in any other manner provided at law or in equity. Each party to
      the
      Agreement waives any defense of inconvenient forum to the maintenance of any
      action so brought and waives any bond, surety or other security that might
      be
      required of any other party with respect thereto.

     

    (b) EACH
      PARTY TO THIS AGREEMENT HEREBY AGREES TO WAIVE HIS OR HER RIGHTS TO JURY TRIAL
      OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER
      AGREEMENTS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT OR ANY DEALINGS
      AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. The scope of this
      waiver is intended to be all encompassing of any and all actions that may be
      filed in any court and that relate to the subject matter of the transactions,
      including contract claims, tort claims, breach of duty claims and all other
      common law and statutory claims. Each party to the Agreement hereby acknowledges
      that this waiver is a material inducement to enter into a business relationship
      and that they will continue to rely on the waiver in their related future
      dealings. Each party to the Agreement further represents and warrants that
      it
      has reviewed this waiver with its legal counsel, and that each knowingly and
      voluntarily waives its jury trial rights following consultation with legal
      counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS
      IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND
      THE
      WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
      TO
      THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. In
      the
      event of commencement of any action, this Agreement may be filed as a written
      consent to trial by a court.

     

    
      
         

      

      
        -15-

        
          

        

      

      
         

      

    

     

    12.13 Construction.
      The
      parties hereto have participated jointly in the negotiation and drafting of
      this
      Agreement. If an ambiguity or question of intent or interpretation arises,
      this
      Agreement will be construed as if drafted jointly by the parties hereto and
      no
      presumption or burden of proof will arise favoring or disfavoring any party
      because of the authorship of any provision of this Agreement. Any reference
      to
      any federal, state, local or foreign law will be deemed also to refer to law
      as
      amended and all rules and regulations promulgated thereunder, unless the context
      requires otherwise. The words “include,” “includes,” and “including” will be
      deemed to be followed by “without limitation.” The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to
      this Agreement as a whole and not to any particular subdivision unless expressly
      so limited. The parties hereto intend that each representation, warranty and
      covenant contained herein will have independent significance. If any party
      hereto has breached any representation, warranty or covenant contained herein
      in
      any respect, the fact that there exists another representation, warranty or
      covenant relating to the same subject matter (regardless of the relative levels
      of specificity) which that party has not breached will not detract from or
      mitigate the fact that such party is in breach of the first representation,
      warranty or covenant.

     

    [Signature
      page follows this page.]

     

    
      
         

      

      
        -16-

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Split-Off Agreement as of the day and year
      first above written.

    
      	 	 	 
	 	UFOOD
              RESTAURANT GROUP, INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Brent Hahn
	 	
              

              Name: Brent
                Hahn

              Title:  President

            
	 	
            


    

    
      	 	 	 
	 	AXXENT
              MEDIA, INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              Brent Hahn
	 	
              

              Name: Brent
                Hahn

              Title  President

            
	 	
            


    

    
      	 	 	 
	 	BUYER
	 
 	 
 	 
 
	 	/s/ Brent Hahn 
	 	
              
Brent
              Hahn
	 	      	 


    

    
      	 	 	 
	 	KNOWFAT
              FRANCHISE COMPANY, INC.
	 
 	 
 	 
 
	
            	By:  	/s/
              George Naddaff 
	 	
              

              Name: George
                Naddaff

              Title:  Chairman
                and Chief Executive Officer

            


    

     

    
      
         

      

      
        -17-