kl06044_ex10-3.htm


    
      

    

     

                                                                                   Exhibit
      10.3


     

     

    GEORGE
      FOREMAN VENTURES, LLC

    100
      NORTH WILKES-BARRE BLVD.

    4TH
      FLOOR

    WILKES-BARRE,
      PA 18702

    (570)
      822-6277

    


    


    June
      12,
      2007

    


    


    Eric
      Spitz

    Knowfat
      Franchise Company, Inc.

    20
      Guest
      Street, Suite 450

    East
      Brighton, MA  02135

    


    
      	
              Re:

            	
              Services
                Agreement entered into as of September 6, 2006 by and between Knowfat
                Franchise Company, Inc. and George Foreman Ventures, LLC (the “Services
                Agreement”)

            


    

    


    Promotion
      License Agreement entered into as of September 6, 2006 by and between Knowfat
      Franchise Company, Inc. and George Foreman Ventures, LLC (the “License
      Agreement”)

    


    Dear
      Mr.
      Spitz:

    


    It
      is my understanding that Knowfat
      Franchise Company, Inc. (“Knowfat”) has not satisfied the requirements contained
      in Section 4.1(b)(i) of the Services Agreement.

    


    However,
      subject to the conditions set forth below, George Foreman Ventures, LLC (“GF
      Ventures”) has agreed to consummate the transaction contemplated by the above
      referenced License Agreement and Services Agreement pursuant to Section 4.1
      (b)(ii) of the Services Agreement provided that all of the other conditions
      to
      closing have been satisfied.

    


    GF
      Ventures’ agreement to consummate the transaction pursuant to Section 4.1(b)(ii)
      of the Services Agreement is subject to the following conditions:

    


    
      	
              1.  

            	
              Knowfat
                has received net proceeds from its offering of Series C Convertible
                Preferred Stock (as described in Section 4.1(b)) in an amount of
                at least
                $3,000,000.

            


    

    
      	
              2.  

            	
              Section
                4.1(b) of the Services Agreement is hereby amended by deleting the
                last
                sentence in that Section.  GF Ventures shall not be required to
                provide any cooperation to Knowfat in connection with the completion
                of an
                offering consistent with clause (i) of Section
                4.1(b).

            


    

    
    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              3.  

            	
              Knowfat
                represents that the conditions to obligations of GF Ventures to consummate
                the transaction as set forth in Section 4.3 of the Services Agreement
                are
                true and correct and/or such conditions have been satisfied. KnowFat
                acknowledges that GF Ventures has satisfied all obligations to date
                under
                the License Agreement and Services
                Agreement.

            


    

    
      	
              4.  

            	
              Knowfat
                will provide GF Ventures unaudited copies of its financial statements
                within thirty (30) days after the end of each calendar
                quarter.

            


    

    


    If
      Knowfat agrees to the foregoing, please have an authorized representative
      of

    Knowfat
      execute a copy of this letter in the space provided below and return it to
      me by
      fax and Federal Express.

    


    Please
      call me if you have any questions.

    


            Sincerely,

    


    


            Richard
      L.
      Huffsmith

            General
      Counsel

    


    AGREED
      TO:

    


    Knowfat
      Franchise Company, Inc.

    


    By:  __________________________________

    


    Name:  ________________________________

    


    Title:  _________________________________