UFOOD RESTAURANT GROUP, INC. NON-EMPLOYEE DIRECTOR COMPENSATION

Each non-employee director of the Company shall be granted non-qualified options to purchase 100,000 shares of the Company’s common stock at an exercise price equal to the closing stock price on February 11, 2008. Such grant shall represent a tri-annual retainer for the 2008, 2009 and 2010 fiscal years. The options granted shall vest weekly over 36 months and shall expire February 11, 2018.

Each non-employee director of the Company who serves as a member of the Audit, Compensation or Governance committee of the Board of Directors shall be granted the following number of non-qualified options to purchase shares of the Company’s common stock:

Committee chairman – annual grant of 3,000 options

Other committee members – annual grant of 2,000 options