December
      18, 2007

    


    UFood
      Restaurant Group, Inc.

    12516-52A
      Avenue

    Surrey,
      British Columbia V3X 3K3

    Canada
      

    Attention:
      Brent Hahn, President

    


    Dear
      Sir:

    


    Reference
      is made to those discussions among KnowFat Franchise Company, Inc., a Delaware
      corporation (“KnowFat”) and UFood Restaurant Group, Inc., a Nevada corporation
      (the “Company”), relating to a proposed business combination between KnowFat and
      the Company and a related private placement financing (the “Transactions”).
 In
      connection with the Transactions, the Company and KnowFat contemplate entering
      into a proposed Merger Agreement (the “Merger Agreement”) pursuant to which
      KnowFat stockholders shall receive common stock, par value $0. 001 per share,
      of
      the Company (the “Common Stock”) in consideration for shares of KnowFat held by
      them at the effective time of the merger. In consideration of the Company and
      KnowFat entering into the Transaction, the undersigned hereby agrees as
      follows:

    


    1. The
      undersigned hereby covenants and agrees, except as provided herein, not to
      (1)
      offer, sell, contract to sell,
      grant
      any option to purchase, hypothecate, pledge,
      or
      otherwise dispose of or
      (2)
      transfer title to (a “Prohibited Sale”) any of the shares (the “Acquired
      Shares”) of Common Stock acquired by the undersigned pursuant to or in
      connection with the Merger Agreement, during the period commencing on the
“Closing Date” (as that term will be defined in the Merger Agreement) and ending
      on the 24-month anniversary of the Closing Date (the “Lockup Period”), without
      the prior written consent of the Company. Notwithstanding the foregoing, the
      undersigned shall be permitted from time to time during the Lockup Period,
      without the prior written consent of the Company, as applicable, (i) to engage
      in transactions in connection with the undersigned’s participation in the
      Company’s stock option plans, (ii) to transfer all or any part of the Acquired
      Shares to any family member, for estate planning purposes,
      or to an
      affiliate thereof (as such term is defined in Rule 405 under the Securities
      Exchange Act of 1934, as amended), provided that such transferee agrees
in
      writing with
      the
      Company to be bound hereby, or
      (iii)
      to participate
      in any
      transaction in which holders of the Common Stock of the Company participate
      or
      have the opportunity to participate pro rata, including, without limitation,
      a
      merger, consolidation or binding share exchange involving the Company, a
      disposition of the Common Stock in connection with the exercise of any rights,
      warrants or other securities distributed to the Company’s stockholders, or a
      tender or exchange offer for the Common Stock, and no transaction contemplated
      by the foregoing clauses (i),
      (ii) or
      (iii)
      shall be
      deemed a Prohibited Sale for purposes of this Letter Agreement.

    


    2. This
      Letter Agreement shall be governed by and construed in accordance with the
      laws
      of the Nevada.

     

    
      
         

      

      
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    3. This
      Letter Agreement will become a binding agreement among the undersigned as of
      the
      Closing Date. In the event that no closing occurs under the Merger Agreement,
      this letter agreement shall be null and void. This Letter Agreement (and the
      agreements reflected herein) may be terminated by the mutual agreement of the
      Company and the undersigned, and if not sooner terminated, will terminate upon
      the expiration date of the Lockup Period. This Letter Agreement may be duly
      executed by facsimile and in any number of counterparts, each of which shall
      be
      deemed an original, and all of which together shall be deemed to constitute
      one
      and the same instrument. Signature pages from separate identical counterparts
      may be combined with the same effect as if the parties signing such signature
      page had signed the same counterpart. This Letter Agreement may be modified
      or
      waived only by a separate writing signed by each of the parties hereto expressly
      so modifying or waiving such agreement.


    
      	 	 	 
	 	 	 
	 	Very
              truly
              yours,
	 
 	 
 	 
 
	 	
              
Print
              Name:


    

    


    Address:
      ______________________________________

     

    Number
      of
      shares of Common Stock owned: ___________

     

    Certificate
      Numbers: _____________________________

    


    


    [Company
      signature on the following page]

    


    
      
         

      

      
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    Accepted
      and Agreed to:

    


    UFood
      Restaurant Group, Inc.

    


    


    By: 

    
      

    

    Brent
      Hahn, 

    President

     

    
      
         

      

      
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