EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (the “Agreement”)
      is
      entered into as of the 15th
      day of
      October 2007, by and between KnowFat Franchise Company, a Delaware corporation,
      with a business address of 255 Washington St. Suite 100 Newton, MA 02458 (the
      “Company”),
      and
      George Naddaff, an individual with a residence address of 93 Bellevue Street,
      Newton, MA 02458 (the “Executive”).

    


    INTRODUCTION

     

    1. The
      Company is in the better-for-you restaurant and nutritional product retail
      business (the “Business”).

     

    2. The
      Company wishes to employ the Executive as its Chairman and Chief Executive
      Officer pursuant to the terms and conditions set forth herein.

     

    3. The
      Executive desires to be employed by the Company, pursuant to the terms and
      conditions set forth herein.

     

    AGREEMENT

     

    In
      consideration of the premises and mutual promises herein below set forth, the
      parties hereby agree as follows:

     

    1. Employment
      Period.
      The
      term of the Executive’s employment by the Company pursuant to this Agreement
      (the “Employment
      Period”)
      shall
      commence on the date hereof and shall continue for a period of three (3) years.
      Thereafter, the Employment Period shall automatically renew for successive
      periods of one (1) year, unless either party shall have given to the other
      at
      least ninety (90) days’ prior written notice of their intention not to renew the
      Executive’s employment prior to the end of the Employment Period or the then
      applicable renewal term, as the case may be. In any event, the Employment Period
      may be terminated as provided herein.

     

    2. Employment;
      Duties.
      Subject
      to the terms and conditions set forth herein, the Company hereby employs the
      Executive to act as Chairman and Chief Executive Officer of the Company during
      the Employment Period, and the Executive hereby accepts such employment. The
      duties assigned and authority granted to the Executive shall be as determined
      by
      the Board of Directors (the “Board”)
      from
      time to time. The Executive agrees to perform his duties for the Company
      diligently, competently, and in a good faith manner.

     

    3. Salary. 

     

    (a) Base
      Salary. The
      Executive shall be entitled to receive a salary from the Company during the
      Employment Period at the rate of no less than Three Hundred Thousand ($300,000)
      per year (the “Base
      Salary”),
      payable in accordance with the Company’s customary payroll practices. Beginning
      on the second anniversary date of this Agreement, the Executive’s Base Salary
      may be increased, but not decreased, on each anniversary date of this Agreement,
      at the Board’s sole discretion. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Equity
      Payments. In
      addition to the Base Salary, it is intended that the Executive shall receive
      options to purchase one million five hundred thousand (1,500,000) shares of
      the
      common stock of UFood Restaurant Group, Inc. (the “Options”).
      The
      Options shall terminate ten (10) years from the date hereof, be exercisable
      at
      $1.00 per share, and vest and be exercisable as follows: (a) five hundred
      thousand (500,000) Options shall vest upon the closing of the merger between
      the
      Company and a wholly-owned subsidiary of UFood Franchise Restaurant Group,
      Inc.
      (the “Merger
      Date”);
      and
      (b) one million (1,000,000) Options shall vest in equal amounts on the first
      day
      of each month for thirty-six months. Notwithstanding the termination of this
      Agreement for any cause, the Executive shall receive the Options pursuant to
      the
      terms set forth herein. The Options shall be granted pursuant to the 2007 Equity
      Incentive Plan of UFood Restaurant Group, Inc., and the Company shall use its
      best efforts to cause UFood Restaurant Group, Inc. to issue these Options as
      of
      the Merger Date.

     

    (c) Franchise
      and Development Fees. In
      addition to the foregoing, upon the consummation by the Company of the sale
      of
      any franchise restaurant, the Company shall pay the Executive a franchise fee
      of
      $10,000 (the “Franchise
      Fee”).
      To
      the extent any franchise transaction is a part of an Area Development Agreement,
      the Franchise Fee shall be payable by the Company to the Executive upon
      consummation of the franchise sale as follows : (i) $5,000 in cash, and (ii)
      the
      remaining portion of such Franchise Fee shall be paid in such number of shares
      of the Company’s common stock having an aggregate value of $5,000 on the date
      such Franchise Fee is due.

     

    4. Bonus.
      The
      Executive’s annual bonus (if any) shall be in such amount as the Board may
      determine in its sole discretion. The Executive shall be eligible to participate
      in any bonus or other incentive program established by the Company for
      executives of the Company.

     

    5. Other
      Benefits

     

    (a) Insurance
      and Other Benefits.
      During
      the Employment Period, the Executive shall be entitled to participate in the
      Company’s insurance programs and any ERISA benefit plans, as the same may be
      adopted and/or amended from time to time (the “Benefits”).
      The
      Executive shall be entitled to paid personal days on a basis consistent with
      the
      Company’s other senior executives. The Executive shall be bound by all of the
      policies and procedures established by the Company from time to
      time.

     

    (b) Vacation.
      During
      the Employment Period, the Executive shall be entitled to an annual vacation
      of
      such duration consistent with the Company’s policies from time to
      time.

     

    (c) Expense
      Reimbursement.
      The
      Company shall reimburse the Executive for all reasonable business, promotional,
      travel and entertainment expenses ("Reimbursable
      Expenses")
      incurred or paid by him during
      the Employment Period in the performance of his services
      under this Agreement, provided that the Executive furnishes to the Company
      appropriate documentation required by the Internal Revenue Code in a timely
      fashion in connection with such expenses and shall furnish such other
      documentation and accounting as the Company may from time to time reasonably
      request.

     

    
      
         

      

      
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    6. Termination;
      Compensation Due Upon Termination of Employment.
      The
      Executive's employment hereunder may terminate as provided in paragraphs (a)
      through (e) below, and subject to those payments to Executive that expressly
      survive the termination of this Agreement as set forth in Section 3 hereof,
      the
      Executive’s right to compensation for periods after the date his employment
      with the Company terminates shall be determined in accordance with the
      provisions of paragraphs (a) through (e) below:

     

    (a) Voluntary
      Resignation.
      The
      Executive may terminate his employment
      at any time upon sixty (60) days prior written notice to the Company. In the
      event of the Executive's voluntary termination of employment, the Company shall
      have no obligation to make payments to the Executive in accordance with the
      provisions of Sections 3 or 4, or, except as otherwise required by law, to
      provide the benefits described in Section 5, for periods after the date on
      which
      the Executive's employment with the Company terminates due to the Executive
      's
      voluntary resignation, except for the payment of the Executive’s Base Salary
      accrued through the date of such resignation. 

     

    (b) Discharge
      for Cause.
      Upon
      (i) written notice to the Executive, and (ii) Executive’s failure to cure such
      default within 30 days of receipt of notice, the Company may terminate the
      Executive’s employment for Cause if any of the following events shall
      occur:

     

    (i) the
      Executive’s continued and willful refusal or neglect to satisfactorily perform
      and discharge his material duties and responsibilities;

     

    (ii) the
      Executive’s gross misconduct that is injurious to the Company or the Executive’s
      ability to perform his duties and responsibilities hereunder;

     

    (iii) the
      Executive’s fraud, embezzlement or other acts of dishonesty;

     

    (iv) the
      Executive’s conviction of, or entry of a plea of guilty or nolo contendere to, a
      felony or a crime;

     

    (v) the
      Executive’s willful or prolonged absence from work (other than by reason of
      disability due to physical or mental illness); or

     

    (vi) the
      Executive’s breach of his obligations
      under Section 7 or Section 8.

     

    In
      the
      event Executive is terminated for “Cause,” the Company shall have no obligation
      to make payments to Executive in accordance with the provisions of Sections
      3 or
      4, or, except as otherwise required by law, to provide the benefits described
      in
      Section 5, for periods after the Executive's employment with the Company is
      terminated on account of the Executive's discharge for cause except for the
      Executive’s base salary accrued through the date of such
      termination.

     

    (c) Disability. The
      Company shall have the right, but shall not be obligated to terminate the
      Executive's employment hereunder in the event the Executive becomes disabled
      such that he is
      unable
      to discharge his duties
      to
      the Company for a period of ninety (90) consecutive days or one hundred twenty
      (120) days in any one hundred eighty (180) consecutive day period (a
      "Permanent
      Disability").
      In
      the event of a termination of employment due to a Permanent Disability, then
      the
      Company shall be obligated to continue to make payments to the Executive in
      an
      amount equal to Executive’s then-current Base Salary and Benefits for the
      Severance Period (as defined below), payable in the form of salary continuation
      for the applicable Severance Period after the Executive’s employment with the
      Company is terminated due to a Permanent Disability. A determination of a
      Permanent Disability shall be made by a physician satisfactory to both the
      Executive and the Company; provided,
      however,
      that if
      the Executive and the Company do not agree on a physician, the Executive and
      the
      Company shall each select a physician and those two physicians together shall
      select a third physician, whose determination as to a Permanent Disability
      shall
      be binding on all parties.

     

    
      
         

      

      
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    (d) Death. The
      Executive's employment hereunder shall terminate upon the death of the
      Executive. The Company shall be obligated to continue to make payments in an
      amount equal to Executive’s then-current Base Salary and Benefits for the
      Severance Period following his death, payable to the Executive's beneficiary,
      as
      the Executive shall have indicated in writing to the Company (or if no such
      beneficiary has been designated, to Executive’s estate).

     

    (e) Termination
      for Good Reason or Without Cause.
      The
      Executive may terminate this Agreement at any time for Good Reason. In the
      event
      that this Agreement is terminated by the Executive for Good Reason or this
      Agreement is terminated by the Company without Cause, the Company shall pay
      to
      the Executive severance in an amount equal to the Executive’s then-current Base
      Salary and Benefits for a period (the “Severance
      Period”)
      equal
      to the lesser of (i) 12 months or (ii) the remainder of the then-current
      Employment Period, payable in the form of salary continuation for the applicable
      Severance Period following the Executive’s termination, subject to the Company’s
      regular payroll practices and required withholdings. For the purposes of this
      Agreement, “Good Reason” shall mean any of the following (without Executive’s
      express written consent): (i) removal of Executive from his position
      as Chairman
      and Chief Executive Officer; (ii) a reduction by Company in Executive’s
      then current annual base salary or other compensation, unless said reduction
      is
      pari passu with other senior executives of the Company; (iii) the taking of
      any action by the Company that would, directly or indirectly, materially reduce
      Executive’s benefits, unless said reductions are pari passu with other senior
      executives of the Company; or (iv) breach by Company of any material term
      of this Agreement that is not cured by Company within 30 days following receipt
      by Company of written notice thereof.

     

    7. Non-Competition;
      Non-Solicitation.
      Unless
      Executive terminates this Agreement pursuant to Section 6(e), for the duration
      of the Employment Period and three (3) years following the Employment Period
      (the “Non-compete
      Period”),
      the
      Executive shall not, directly or indirectly, engage or invest in, own, manage,
      operate, finance, control or participate in the ownership, management,
      operation, financing, or control of, be employed by, associated with, or in
      any
      manner connected with, lend any credit to, or render services or advice to,
      any
      business, firm, corporation, partnership, association, joint venture or other
      entity that engages or conducts any business the same as or substantially
      similar to the Business or currently proposed to be engaged in or conducted
      by
      the Company or included in the future strategic plan of the Business, anywhere
      within the United States of America; provided,
      however,
      that the
      Executive may own less than 5% of the outstanding shares of any class of
      securities of any enterprise (but without otherwise participating in the
      activities of such enterprise) if such securities are listed on any national
      or
      regional securities exchange or have been registered under Section 12(g) of
      the
      Securities Exchange Act of 1934, as amended.

     

    
      
         

      

      
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    During
      the Employment Period and the Non-compete Period, Executive will not and will
      not cause another person, business or commercial enterprise, without the express
      prior written approval of the Company, to hire, recruit, solicit or otherwise
      induce or influence any proprietor, partner, stockholder, lender, director,
      officer, employee, sales agent, joint venturer, investor, lessor, customer,
      consultant, agent, representative or any other person which has a business
      relationship with the Company or had a business relationship with the Company
      to
      discontinue or reduce such employment, agency or business
      relationship.

     

    The
      Executive recognizes and agrees that because a violation by him of
      his obligations
      under this Section 7 will cause irreparable harm to the Company that would
      be
      difficult to quantify and for which money damages would be inadequate, the
      Company shall have the right to injunctive relief to prevent or restrain any
      such violation, without the necessity of posting a bond. The Non-compete Period
      will be extended by the duration of any violation by the Executive of any of
      his obligations
      under this Section 7.

     

    The
      Executive expressly agrees that the character, duration and scope of the
      covenant not to compete are reasonable in light of the circumstances as they
      exist at the date upon which this Agreement has been executed. However, should
      a
      determination nonetheless be made by a court of competent jurisdiction at a
      later date that the character, duration or geographical scope of the covenant
      not to compete is unreasonable in light of the circumstances as they then exist,
      then it is the intention of both the Executive and the Company that the covenant
      not to compete shall be construed by the court in such a manner as to impose
      only those restrictions on the conduct of the Executive which are reasonable
      in
      light of the circumstances as they then exist and necessary to assure the
      Company of the intended benefit of the covenant to compete.

     

    8. Confidentiality
      Covenants.

     

    (a) The
      Executive understands that the Company, from time to time, may impart to him
      confidential business information, whether such information is written, oral
      or
      graphic, including, but not limited to, financial plans and records, marketing
      plans, business strategies and relationships with third parties, present and
      proposed products, trade secrets, information regarding customers and suppliers,
      strategic planning and systems and contractual terms (collectively “Confidential
      Information”).
      The
      Executive hereby acknowledges Company’s exclusive ownership of such Confidential
      Information.

     

    (b) The
      Executive agrees as follows: (1) only to use the Confidential Information to
      provide services to Company; (2) only to communicate the Confidential
      Information to fellow employees, agents and representatives on a need-to-know
      basis; and (3) not to otherwise disclose or use any Confidential Information.
      Upon demand by Company or upon termination of the Executive’s employment, the
      Executive will deliver to Company all manuals, photographs, recordings and
      any
      other instrument or device by which, through which or on which Confidential
      Information has been recorded and/or preserved, which are in the Executive’s
      possession, custody or control.

     

    
      
         

      

      
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    9. Executive’s
      Representation.
      The
      Executive hereby represents that his entry
      into this Employment Agreement will not violate the terms or conditions of
      any
      other agreement to which the Executive is a party.

     

    10. Technology
      Ownership.
      The
      Executive hereby assigns to the Company all inventions, discoveries, designs,
      trade secrets, formulae, processes, methods, techniques, mask works,
      improvements, developments, concepts, computer programs, databases and works
      which the Executive may make or acquire during the term of his employment
      hereunder, whether or not during working hours and whether made solely or
      jointly with others, that (1) are related to the Business of the Company at
      the
      time they are made or acquired, or (2) are made using the equipment, supplies,
      facilities, or proprietary information of the Company, as well as all patents,
      patent applications, copyrights, copyright registrations and all other
      intellectual property rights which cover, protect or are embodied in any of
      the
      foregoing.

     

    11. Arbitration.
      In the
      event of any breach arising from the performance of this Agreement, either
      party
      may request arbitration. In such event, the parties will submit to arbitration
      by a qualified arbitrator with the definition and laws of the Commonwealth
      of
      Massachusetts. Such arbitration shall be final and binding on both
      parties.

     

    12. Governing
      Law/Jurisdiction.
      This
      Agreement and any disputes or controversies arising hereunder shall be construed
      and enforced in accordance with and governed by the internal laws of the
      Commonwealth of Massachusetts other than principles of law that would apply
      the
      law of another jurisdiction. The parties agree that this Agreement was made
      and
      entered into in the Commonwealth of Massachusetts and, subject to Section 11,
      each party hereby consents to the jurisdiction of any competent federal or
      state
      court within the Commonwealth of Massachusetts to hear any dispute arising
      out
      of this Agreement.

     

    13. Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and thereof and supersedes and cancels
      any
      and all previous agreements, written and oral, regarding the subject matter
      hereof between the parties hereto. This Agreement shall not be changed, altered,
      modified or amended, except by a written agreement signed by both parties
      hereto.

     

    14. Notices.
      All
      notices, requests, demands and other communications called for or contemplated
      hereunder shall be in writing and shall be deemed to have been given when
      delivered to the party to whom addressed or when sent by telecopy (if promptly
      confirmed by registered or certified mail, return receipt requested, prepaid
      and
      addressed) to the parties, their successors in interest, or their assignees
      at
      the following addresses, or at such other addresses as the parties may designate
      by written notice in the manner aforesaid:

     

    (a) to
      the
      Company at:

    


    KnowFat
      Franchise Company

    255
      Washington St. Suite 100

    Newton,
      MA 02458

    Attn:
      Charles Cocotas

    Fax:
      617-787-6010

     

    
      
         

      

      
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    with
      a
      copy to:

     

    Robinson
      & Cole LLP

    695
      East
      Main Street

    Stamford,
      Connecticut 06904

    Attn:
      Richard A. Krantz 

    Fax:
      (203) 462-7599

     

    (b) to
      the
      Executive at:

     

    93
      Bellevue St.

    Newton,
      MA 02458

    Fax:
      ___________________

    


    All
      such
      notices, requests and other communications will (i) if delivered personally
      to
      the address as provided in this Section 14, be deemed given upon delivery,
      (ii)
      if delivered by facsimile transmission to the facsimile number as provided
      for
      in this Section 14, be deemed given upon facsimile confirmation, (iii) if
      delivered by mail in the manner described above to the address as provided
      for
      in this Section 14, be deemed given on the earlier of the third business day
      following mailing or upon receipt and (iv) if delivered by overnight courier
      to
      the address as provided in this Section 14, be deemed given on the earlier
      of
      the first business day following the date sent by such overnight courier or
      upon
      receipt (in each case regardless of whether such notice, request or other
      communication is received by any other person to whom a copy of such notice
      is
      to be delivered pursuant to this Section 14). Either party may, by notice given
      to the other party in accordance with this Section 14, designate another address
      or person for receipt of notices hereunder.

     

    15. Severability.
      If any
      term or provision of this Agreement, or the application thereof to any person
      or
      under any circumstance, shall to any extent be invalid or unenforceable, the
      remainder of this Agreement, or the application of such terms to the persons
      or
      under circumstances other than those as to which it is invalid or unenforceable,
      shall be considered severable and shall not be affected thereby, and each term
      of this Agreement shall be valid and enforceable to the fullest extent permitted
      by law. The invalid or unenforceable provisions shall, to the extent permitted
      by law, be deemed amended and given such interpretation as to achieve the
      economic intent of this Agreement.

     

    16. Waiver.
      The
      failure of any party to insist in any one instance or more upon strict
      performance of any of the terms and conditions hereof, or to exercise any right
      or privilege herein conferred, shall not be construed as a waiver of such terms,
      conditions, rights or privileges, but same shall continue to remain in full
      force and effect. Any waiver by any party of any violation of, breach of or
      default under any provision of this Agreement by the other party shall not
      be
      construed as, or constitute, a continuing waiver of such provision, or waiver
      of
      any other violation of, breach of or default under any other provision of this
      Agreement.

     

    17. Successors
      and Assigns.
      This
      Agreement shall be binding upon the Company and any successors and assigns
      of
      the Company. Neither this Agreement nor any right or obligation hereunder may
      be
      assigned by the Executive. The Company may assign this Agreement and its right
      and obligations hereunder, in whole or in part.

     

    
      
         

      

      
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    18. Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which together shall constitute one and the
      same
      instrument.

     

    19. Headings.
      Headings in this Agreement are for reference purposes only and shall not be
      deemed to have any substantive effect.

     

    20. Opportunity
      to Seek Advice.
      The
      Executive acknowledges and confirms that he has had the opportunity to seek
      such
      legal, financial and other advice and representation as he has deemed
      appropriate in connection with this Agreement.

     

    21. Withholding
      and Payroll Practices.
      All
      salary, severance payments, bonuses or benefits provided by the Company under
      this Agreement shall be net of any tax or other amounts required to be withheld
      by the Company under applicable law and shall be paid in the ordinary course
      pursuant to the Company’s then existing payroll practices.

     

    [the
      next page is the signature page]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

     

    
      	 	 	 
	 	
              KnowFat
                Franchise Company,

              a
                Delaware company

            
	 
 	 
 	 
 
	 	By:  	/s/
              Eric
              Spitz
	 	
              

              Name:
                Eric Spitz

              Title:
                Secretary

            




     


    
      	 	 	 
	Witness:	EXECUTIVE:
	 
 	 
 	 
 
	________________________	
            	/s/
              George Naddaff
	Name:	
              
Name: George
              Naddaff


    

     

    
      
         

      

      
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