KnowFat
      Franchise Company, Inc.

    STOCK
      OPTION PLAN


    


    The
      purpose of this Plan is to encourage and enable certain officers, employees,
      Directors, consultants and agents of KnowFat Franchise Company, Inc. (the “Company”) to acquire an
      interest in the Company through the granting of options, as herein provided,
      to
      acquire its Common Stock, without par value (the “Common Stock”). Two separate
      forms of option may be granted pursuant to this Plan: Incentive Stock Options
      under the provisions of Section 422A of the Internal Revenue Code of 1954,
      as
      amended (the “Code”) (referred to herein as “Incentive Stock Options”) and other
      options (referred to as “Non-Qualified Options”). Both forms of option will be
      referred to collectively hereunder as “options”. 

    


    1
      Shares of Stock Subject to the Plan

    


    The
      stock
      that may be issued and sold pursuant to options granted under the Plan shall
      not
      exceed, in the aggregate, 20% of the total number of outstanding shares of
      Common Stock, which may be (i) authorized but unissued shares, (ii) treasury
      shares, or (iii) shares previously reserved for issue upon exercise of options
      under the Plan, which options have expired or terminated; provided, however,
      that the number of shares subject to the Plan shall be subject to adjustment
      as
      provided in Section 9.

    


    An
      option
      or portion thereof exercised through the exercise of a Stock Appreciation Right
      pursuant to Section 8 shall be treated for the purposes of this Section as
      though the option, or portion thereof, had been exercised, with the result
      that
      the shares of Common Stock subject to such option or portion thereof shall
      not
      be available for future grants of options. 

    


    2
      Eligibility and Granting of Options

    


    (a) Non-Qualified
      Options may be granted hereunder to any officer, employee, Director (except
      a
      disinterested Director under Paragraph 2(b) hereof), consultant or agent of
      the
      Company. Incentive Stock Options may only be granted to employees of the
      Company, including those who are Directors.  

    


    (b) The
      Board
      of Directors of the Company (the “Board”), acting by a majority of its
      disinterested Directors (as defined below), shall determine the persons to
      be
      granted options (the “Optionees”), the number of shares subject to each option
      (which cannot with respect to any one Optionee exceed 10% of the then
      outstanding shares of Common Stock), whether the options shall be Incentive
      Stock Options or Non-Qualified Options, and the terms of the options,
      consistently with the provisions of this Plan. The Board may appoint from its
      disinterested Directors a committee of three (3) or more persons who may
      exercise the powers of the Board in granting options under the Plan. As used
      herein, a “disinterested” Director shall mean one who is not currently eligible,
      and has not been eligible at any time within one (1) year prior to the granting
      of the options in question, to receive any option granted under the Plan or
      any
      stock, stock options or stock appreciation rights under any other plan of the
      Company or its affiliates. The Board of Directors shall from time to time
      determine the disinterested Directors. For purposes of qualifying a Director
      as
“disinterested,” the Board with the consent of such Director may for a specified
      period of time treat such Director as being ineligible to receive option grants
      under any plan even though he is otherwise a member of a class of people to
      whom
      options may be granted.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    3
      Price and Limitation on Grant of Options

    


    (a) The
      purchase price of shares which may be purchased under each Incentive Stock
      Option shall, except as provided in Paragraph (b) below, be at least equal
      to
      the fair market value per share of the outstanding Common Stock of the Company
      at the time the option is granted as determined by the Board in its discretion.
      The aggregate fair market value (determined as of the time the option is
      granted) of the stock for which an individual may be granted Incentive Stock
      Options which vest in any calendar year under this Plan and all other plans
      of
      the Company and any parent or subsidiary of the Company (as defined in Section
      425 of the Code) shall not exceed $500,000 plus any “unused limit carryover” as
      that term is defined in Section 422A of the Code.

    


    (b) The
      purchase price of shares which may be purchased under each Incentive Stock
      Option issued to a person who, immediately prior to the grant of such option
      owns (directly or indirectly) stock possessing more than ten percent of the
      total combined voting power of all classes of stock of the Company or of its
      parent or subsidiaries (a “restricted individual”) shall be at least equal to
      110 percent of the fair market value of the stock subject to the option, as
      determined in Paragraph 3(a) above.

    


    (c)
      The
      purchase price of shares which may be purchased under each Non-Qualified Option
      shall be such amount as may be determined by the Board of Directors of the
      Company.

    


    (d) In
      no
      event shall the purchase price of any shares be less than that permitted by
      applicable laws, rules or regulations.

    


    4
      Period of Option, Vesting, and Limitations on Right to
      Exercise

    


    All
      options shall be evidenced by written agreements executed by the Company and
      the
      Optionee, which in the case of Incentive Stock Options shall be in the form
      of
      the Incentive Stock Option Agreement attached hereto as Exhibit A, and in the
      case of Non-Qualified Options may be in the form of the Non-Qualified Option
      Agreement attached hereto as Exhibit B. All Incentive Stock Option Agreements,
      and such Non-Qualified Option Agreements as the Board may determine, shall
      provide that any options granted thereunder shall vest and become exercisable
      as
      follows: (i) a portion shall vest and become exercisable upon the achievement
      by
      the Company and/or the Optionee of such milestones as may be specified in such
      Option Agreements; and/or (ii) the balance shall vest and become exercisable
      in
      equal weekly installments over a period of not less than two years from the
      date
      of grant or the date of achievement of the final milestone, whichever occurs
      later.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Each
      Incentive Stock Option shall be exercisable at such time or times as are set
      forth in the Incentive Stock Option Agreement related thereto, but in no event
      after the expiration of ten (10) years from the date such option is granted.
      An
      Incentive Stock Option granted to a restricted individual (as defined in
      Paragraph 3(b) above) shall not be exercisable after the expiration of 5 years
      from the date such option is granted. A Non-Qualified Option shall be
      exercisable for such consideration, in such manner and at such time or times
      as
      shall be set forth in the Non-Qualified Option Agreement related thereto, which
      shall contain such provisions as the Board shall determine in granting such
      an
      option, and may be exercisable for a period of ten years and one day from the
      date such option is granted, but in no event after such period. In any case,
      the
      Board may amend an option agreement to accelerate the date after which options
      may be exercised in whole or in part. An Optionee may exercise an option with
      respect to a number of shares, not a fractional number, which is less than
      the
      full number of shares for which the Option may then be exercised. The delivery
      of certificates representing shares under any option will be contingent upon
      receipt by the Company from the Optionee (or a purchaser acting in his stead
      in
      accordance with the provisions of the option) of the full purchase price for
      such shares (which may be paid as specified in the following sentence) and
      the
      fulfillment of any other requirements contained in the option or in applicable
      provisions of law; and until such receipt of the purchase price and fulfillment
      of other requirements no Optionee or person entitled to exercise the option
      shall be, or shall be deemed to be, a holder of any shares subject to the option
      for any purpose. The purchase price of shares may be paid either in United
      States dollars in cash or by check, bank draft or money order payable to the
      order of the Company, or through the delivery of shares of Common Stock with
      an
      aggregate fair market value on the date of exercise equal to the purchase price,
      or in any combination of the foregoing; provided, however, that the Company
      shall not be obligated to purchase or accept the surrender of any such shares
      if
      such action would be prohibited by applicable law or determined by the Board
      to
      be not in the best interests of the Company.

    


    The
      Company may, in its discretion, require an Optionee to pay to the Company the
      amount, or make such other arrangements (including the withholding of Common
      Shares which would otherwise be delivered upon exercise), at the time of
      exercise or thereafter, that the Company deems necessary to satisfy its
      obligation to withhold federal, state or local income or other taxes (which
      for
      purposes of this Section includes an Optionee's FICA obligation) incurred by
      reason of the exercise.

    


    5
      Non-Transferability of Option

    


    Each
      option granted under the Plan shall provide that it is personal to the Optionee,
      is not transferable by the Optionee in any manner otherwise than by will or
      the
      laws of descent and distribution and is exercisable, during the Optionee's
      lifetime, only by the Optionee. In the event of any attempt by the Optionee
      to
      assign, pledge or otherwise dispose of any option (except as provided for
      herein) or in the event of any levy, attachment, execution or similar process
      upon rights or interests conferred hereby, the Company may terminate the option
      by notice to the Optionee and the option shall thereupon become null and
      void.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6
      Cessation of Employment or Affiliation by Optionee

    


    The
      following provisions shall apply in the event of the cessation of an Optionee's
      employment or affiliation with the Company:

    


    (a) In
      the
      case of an Incentive Stock Option, in the event of the cessation by the Optionee
      of his or her employment with the Company:

    


    (i) If
      an
      Optionee shall cease to be employed by the Company otherwise than by reason
      of
      retirement, disability or death (as defined in Section 105 of the Code), each
      option held by the Optionee, together with all rights hereunder (including
      the
      right to any options not then vested), shall terminate on the date of cessation
      of employment, to the extent not previously exercised.

    


    (ii) If
      an
      Optionee shall cease to be employed by the Company by reason of retirement
      or
      disability, each vested option held by the Optionee shall be exercisable until
      the termination date set forth in the option or until one year after the date
      of
      cessation of employment, whichever comes first, provided that no such extension
      shall be construed to grant an optionee any rights to options not vested on
      the
      date of termination.

    


    (iii) If
      an
      Optionee shall die while employed by the Company, or at any time after cessation
      of employment by reason of retirement or disability, an Option may be exercised
      at any time or from time to time prior to the termination date set forth in
      the
      Option or until one year after the date of death, whichever comes first, by
      the
      person or persons to whom the Optionee's rights under each option shall pass
      by
      will or by the applicable laws of descent and distribution, provided that no
      such extension shall be construed to grant an optionee any rights to options
      not
      vested on the date of termination. Any person or persons to whom an Optionee's
      rights under an option shall have passed by will or by the applicable laws
      of
      descent and distribution shall be subject to all terms and conditions of the
      Plan and the option applicable to the Optionee.

    


    (b) In
      the
      case of a Non-Qualified Option, in the event of the cessation by the Optionee
      of
      his or her affiliation with the Company, the termination of the options shall
      be
      governed by the terms of the applicable Non-Qualified Option
      Agreement.

    


    7
      Notification of Sales of Shares

    


    Any
      Optionee who disposes of shares of Common Stock acquired upon the exercise
      of an
      Incentive Stock Option either (a) within two years after the date of the grant
      of the option under which the shares were acquired or (b) within one year after
      the transfer of such shares to the Optionee, shall notify the Company of such
      disposition and of the amount realized upon such disposition.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    8
      Stock Appreciation Rights

    


    At
      or
      after the grant of an option, the Board, in its discretion, may provide an
      Optionee with an alternate means of exercising such option, or a designated
      portion thereof, by granting the Optionee a Stock Appreciation Right. A Stock
      Appreciation Right with respect to an option or portion thereof is a right
      to
      receive, upon exercise thereof, an amount equal to the excess of the fair market
      value of a share of Common Stock on the date of exercise over the purchase
      price
      of a share under such Option, multiplied by the number of shares that the
      Optionee would have received had such option or portion thereof been exercised
      through the purchase of shares at such purchase price, provided that (a) such
      option or portion thereof has been designated as exercisable in this alternative
      manner, (b) such option or portion thereof is otherwise exercisable and (c)
      the
      fair market value of a share of Common Stock on the date of exercise exceeds
      such purchase price. Such amount shall be paid in cash and/or shares of Common
      Stock at the discretion of the Board. Upon the exercise of a Stock Appreciation
      Right in the manner herein provided, the option or portion thereof to which
      such
      Stock Appreciation Right relates shall be deemed in the case of a cash payment
      to have been cancelled and in the case of a payment in Shares of Common Stock
      to
      have been exercised. Shares of Common Stock issued as a result of the exercise
      of a Stock Appreciation Right shall be deemed issued at the fair market value
      thereof on the date the Stock Appreciation Right is exercised.

    


    9
      Dilution or Other Adjustments

    


    The
      terms
      of the options and the number of shares subject to this Plan shall be equitably
      adjusted in such manner as to prevent dilution or enlargement of option rights
      in the following instances:

    


    (a) the
      declaration of a stock dividend payable to the holders of Common
      Stock;

    


    (b) a
      split-up of the Common Stock or a reverse split thereof;

    


    (c) a
      recapitalization of the Company under which shares of one or more different
      classes of stock of the Company are distributed in exchange for or upon the
      Common Stock without payment of any valuable consideration by the holders
      thereof.

    


    The
      terms
      of any such adjustment shall be conclusively determined by the
      Board.

    


    10
      Stockholder's Agreement

    


    All
      holders of shares of Common Stock issued upon exercise of options issued
      pursuant hereto shall, as a condition of issuance of such shares, become parties
      and become subject to the terms and provisions of the Stockholders' Agreement
      among the Company and the holders of Common Stock, and all certificates
      evidencing such shares shall contain the legends required by such
      Agreement.


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    11
      Shareholder Approval

    


    The
      Plan
      is subject to the approval of the shareholders of the Company, and although
      options may be granted prior to such approval, none may be exercised until
      shareholder approval has been obtained. If such approval is not given within
      twelve (12) months after the date hereof, the Plan and all outstanding options
      shall terminate and be null and void

    


    12
      Administration and Amendment of the Plan

    


    The
      Plan
      shall be administered by the Board, or a committee thereof as provided in
      Section 2, which shall effect the grant of options under the Plan, determine
      the
      form of options to be granted in each case, and make any other determination
      under or interpretation of any provision of the Plan and any option. The Board
      or such committee shall maintain separate records with respect to Incentive
      Stock Options and Non-Qualified Options granted under the Plan to facilitate
      determination of the appropriate tax treatment for such options. Any of the
      foregoing actions taken by the Board or such committee shall be final and
      conclusive. The Board may amend and make such changes in and additions to the
      Plan as it may deem proper and in the best interest of the Company; provided,
      however, that no such action shall adversely affect or impair any options
      theretofore granted under the Plan without the consent of the Optionee; and
      provided, further, that no amendment (i) increasing the maximum number of shares
      which may be issued under the Plan, except as provided in Section 9, (ii)
      extending the term of the Plan or any option, (iii) changing the minimum
      exercise price of options to be granted under the Plan, (iv) changing the
      requirements as to eligibility for participation in the Plan (except as provided
      in Section 2(b)), or (v) materially increasing in any other way the benefits
      accruing the Optionees, shall be adopted without the approval of the
      shareholders of the Company.

    


    13
      Expiration and Termination of the Plan

    


    Options
      may be granted under the Plan at any time, or from time to time, within ten
      (10)
      years from the date the Plan is adopted or the date on which it is approved
      by
      the shareholders of the Company, whichever is earlier, as long as the total
      number of shares purchased under the Plan and subject to outstanding options
      under the Plan does not exceed 20% of the total outstanding shares of the Common
      Stock of the Company, subject to adjustment as provided in Section 9. The Plan
      may be abandoned or terminated at any time by the Board, except with respect
      to
      any options then outstanding under the Plan.

    


    14
      Effect of Certain Transactions

    


    If
      the
      Company is merged into or consolidated with another corporation under
      circumstances where the Company is not the surviving corporation, or if the
      Company is liquidated or sells or otherwise disposes of all or substantially
      all
      of its assets to another corporation while unexercised options remain
      outstanding under the Plan, without limitation of any rights which Optionees
      may
      have under Section 10, (i) subject to the provisions of clause (iii) below,
      after the effective date of such merger, consolidation or sale, as the case
      may
      be, each holder of an outstanding option shall be entitled, upon exercise of
      such option, to receive in lieu of shares of Common Stock, shares of such stock
      or other securities as the holders of shares of Common Stock received pursuant
      to the terms of the merger, consolidation or sale; (ii) the Board may waive
      any
      discretionary limitations provided in the stock option agreement so that all
      options from and after a date, specified by the Board, prior to the effective
      date of such merger, consolidation, liquidation or sale, as the case may be,
      shall be exercisable in full; and (iii) all outstanding options may be cancelled
      by the Board as of the effective date of such merger, consolidation,
      liquidation, or sale provided that notice of such cancellation shall be given
      to
      each holder of an option not less than thirty (30) days preceding the effective
      date of such merger, consolidation, liquidation, sale or disposition and
      provided that the Board may in its sole discretion waive any discretionary
      limitations provided in the option agreement with respect to any option so
      that
      such option shall be exercisable in full or in part as the Board may determine
      during such thirty (30) day period.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    15
      Miscellaneous Provisions

    


    (a) The
      right
      of the Company to terminate at will (whether by dismissal, discharge or
      otherwise) the Optionee's employment or affiliation (as the case may be) with
      it
      at any time is specifically reserved. Neither the Optionee nor any person
      entitled to exercise the Optionee's rights in the event of the Optionee's death
      shall have any rights of a shareholder with respect to the shares of Common
      Stock subject to each option, except to the extent that, and until, such Shares
      shall have been issued upon the exercise of each option.

    


    (b) Any
      expenses of administering the Plan shall be borne by the Company.

    


    (c) In
      addition to such other rights of indemnification as they may have as members
      of
      the Board, or the Committee, the members of the Board and any committee
      appointed pursuant to Section 2 shall be indemnified by the Company against
      all
      costs and expenses reasonably incurred by them in connection with any action,
      suit or proceeding to which they or any of them may be party by reason of any
      action taken or failure to act under or in connection with the Plan or any
      option granted thereunder, and against all amounts paid by them in settlement
      thereof (provided such settlement is approved by independent legal counsel
      selected by the Company) or paid by them in satisfaction of a judgment in any
      such action, suit or proceeding, except a judgment based upon a finding of
      bad
      faith; provided that upon the institution of any such action, suit or
      proceeding, a Board or committee member shall, in writing, give the Company
      notice thereof and an opportunity, at its own expense, to handle and defend
      the
      same before such Board or committee member undertakes to handle and defend
      it on
      such member's own behalf.