EX 10.4


     

     

    EXHIBIT
      10.4

     

    NEITHER
      THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
      HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
      SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
      TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED
      BY SUCH SECURITIES. 

     

    ORGANIC
      TO GO FOOD CORPORATION

     

    WARRANT

     

    
      	
              Warrant
                No. [ ]

            	
              Original
                Issue Date: [ ]

            
	 	 


    

    Organic
      To Go Food Corporation, a Delaware corporation (the "Company"),
      hereby
      certifies that, for value received, W.Health L.P., a limited partnership
      organized under the laws of the Bahamas or its registered assigns (the
"Holder"),
      is
      entitled to purchase from the Company up to a total of [ ] shares of Common
      Stock (each such share, a "Warrant
      Share"
      and all
      such shares, the "Warrant
      Shares"),
      at any
      time and from time to time from and after the Original Issue Date and through
      and including five years following the Original Issue Date (the "Expiration
      Date"),
      and
      subject to the following terms and conditions:

     

    1. Definitions.
      As used
      in this Warrant, the following terms shall have the respective definitions
      set
      forth in this Section 1. Capitalized terms that are used and not defined in
      this
      Warrant that are defined in the Note and Warrant Purchase Agreement (as defined
      below) shall have the respective definitions set forth in the Note and Warrant
      Purchase Agreement.

     

    "Business
      Day"
      means
      any day except Saturday, Sunday and any day that is a federal legal holiday
      in
      the United States or in Switzerland, or a day on which banking institutions
      in
      the State of New York are authorized or required by law or other government
      action to close.

     

    "Common
      Stock"
      means
      the common stock of the Company, par value $0.001 per share, and any securities
      into which such common stock may hereafter be reclassified. 

     


    
      
         

      

      
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    "Exercise
      Price" means
      $3.00, subject to adjustment in accordance with Section 9.

     

    "Fundamental
      Transaction"
      means
      any of the following: (1) the Company effects any merger or consolidation of
      the
      Company with or into another Person, (2) the Company effects any sale of all
      or
      substantially all of its assets in one or a series of related transactions,
      (3)
      any tender offer or exchange offer (whether by the Company or another Person)
      is
      completed pursuant to which holders of Common Stock are permitted to tender
      or
      exchange their shares for other securities, cash or property, or (4) the Company
      effects any reclassification of the Common Stock or any compulsory share
      exchange pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property.

     

    “Original
      Issue Date”
      means
      the Original Issue Date first set forth on the first page of this
      Warrant.

     

    "Note
      and Warrant Purchase Agreement"
      means
      the Note and Warrant Purchase Agreement, dated June 1, 2008, to which the
      Company and the original Holder are parties.

     

    "Trading
      Day"
      means
      (i) a day on which the Common Stock is traded on a Trading Market (other than
      the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
      Market (other than the OTC Bulletin Board), a day on which the Common Stock
      is
      traded in the over-the-counter market, as reported by the OTC Bulletin Board,
      or
      (iii) if the Common Stock is not quoted on any Trading Market, a day on which
      the Common Stock is quoted in the over-the-counter market as reported by the
      Pink Sheets LLC (or any similar organization or agency succeeding to its
      functions of reporting prices); provided, that in the event that the Common
      Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
      Trading Day shall mean a Business Day.

     

    2. Registration
      of Warrant.
      The
      Company shall register this Warrant upon records to be maintained by the Company
      for that purpose (the "Warrant
      Register"),
      in the
      name of the record Holder hereof from time to time. The Company may deem and
      treat the registered Holder of this Warrant as the absolute owner hereof for
      the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.

     

    3. Registration
      of Transfers.
      The
      Company shall register the transfer of any portion of this Warrant in the
      Warrant Register, upon surrender of this Warrant, with the Form of Assignment
      attached hereto duly completed and signed, to the Company at its address
      specified herein. Upon any such registration or transfer, a new Warrant to
      purchase Common Stock, in substantially the form of this Warrant (any such
      new
      Warrant, a "New
      Warrant"),
      evidencing the portion of this Warrant so transferred shall be issued to the
      transferee and a New Warrant evidencing the remaining portion of this Warrant
      not so transferred, if any, shall be issued to the transferring Holder. The
      acceptance of the New Warrant by the transferee thereof shall be deemed the
      acceptance by such transferee of all of the rights and obligations of a holder
      of a Warrant. 

     

    4. Exercise
      and Duration of Warrants.
      This
      Warrant shall be exercisable by the registered Holder, in whole or in part,
      at
      any time and from time to time on or after the Original Issue Date through
      and
      including the Expiration Date. At 6:30 p.m., New York City time on
      the

     


    
      
         

      

      
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    Expiration
      Date, the portion of this Warrant not exercised prior thereto shall be and
      become void and of no value. The Company may not call or redeem any portion
      of
      this Warrant without the prior written consent of the affected
      Holder.

     

    5. Delivery
      of Warrant Shares.

     

    (a) To
      effect
      exercises hereunder, the Holder shall not be required to physically surrender
      this Warrant unless the aggregate Warrant Shares represented by this Warrant
      is
      being exercised. Upon delivery of the Exercise Notice (in the form attached
      hereto) to the Company (with the attached Warrant Shares Exercise Log) at its
      address for notice set forth herein and upon payment of the Exercise Price
      multiplied by the number of Warrant Shares that the Holder intends to purchase
      hereunder, the Company shall promptly (but in no event later than three Trading
      Days after the Date of Exercise (as defined herein)) issue and deliver to the
      Holder, a certificate for the Warrant Shares issuable upon such exercise, which,
      unless otherwise required by the Note and Warrant Purchase Agreement, shall
      be
      free of restrictive legends. The Company shall, subsequent to the date on which
      a registration statement covering the resale of the Warrant Shares has been
      declared effective by the Securities and Exchange Commission, use its reasonable
      best efforts to deliver Warrant Shares hereunder electronically through the
      Depository Trust Corporation or another established clearing corporation
      performing similar functions, if available, provided,
      that,
      the Company may, but will not be required to change its transfer agent if its
      current transfer agent cannot deliver Warrant Shares electronically through
      the
      Depository Trust Corporation. A "Date
      of Exercise"
      means
      the date on which the Holder shall have delivered to the Company: (i) the
      Exercise Notice (with the Warrant Exercise Log attached to it), appropriately
      completed and duly signed and (ii) if such Holder is not utilizing the cashless
      exercise provisions set forth in this Warrant, payment of the Exercise Price
      for
      the number of Warrant Shares so indicated by the Holder to be
      purchased.

     

    (b) If
      by the
      third Trading Day after a Date of Exercise the Company fails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      5(a), then the Holder will have the right to rescind such exercise.

     

    (c) If
      by the
      third Trading Day after a Date of Exercise the Company fails to deliver the
      required number of Warrant Shares in the manner required pursuant to Section
      5(a), and if after such third Trading Day and prior to the receipt of such
      Warrant Shares, the Holder purchases (in an open market transaction or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of the Warrant Shares which the Holder anticipated receiving upon such
      exercise (a "Buy-In"),
      then
      the Company shall (1) pay in cash to the Holder the amount by which (x) the
      Holder's total purchase price (including brokerage commissions, if any) for
      the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of Warrant Shares that the Company was required
      to
      deliver to the Holder in connection with the exercise at issue by (B) the
      closing bid price of the Common Stock on the Date of Exercise and (2) at the
      option of the Holder, either reinstate the portion of the Warrant and equivalent
      number of Warrant Shares for which such exercise was not honored or deliver
      to
      the Holder the number of shares of Common Stock that would have been issued
      had
      the Company timely complied with its exercise and delivery obligations
      hereunder. The Holder shall provide the Company written notice indicating the
      amounts payable to the Holder in respect of the Buy-In. 

     


    
      
         

      

      
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    (d) The
      Company's obligations to issue and deliver Warrant Shares in accordance with
      the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, any waiver or consent with respect
      to any provision hereof, the recovery of any judgment against any Person or
      any
      action to enforce the same, or any setoff, counterclaim, recoupment, limitation
      or termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Company or any violation or alleged violation
      of
      law by the Holder or any other Person, and irrespective of any other
      circumstance which might otherwise limit such obligation of the Company to
      the
      Holder in connection with the issuance of Warrant Shares. Nothing herein shall
      limit a Holder's right to pursue any other remedies available to it hereunder,
      at law or in equity including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Company's failure
      to
      timely deliver certificates representing Warrant Shares upon exercise of the
      Warrant as required pursuant to the terms hereof.

     

    6. Charges,
      Taxes and Expenses.
      Issuance and delivery of Warrant Shares upon exercise of this Warrant shall
      be
      made without charge to the Holder for any issue or transfer tax, withholding
      tax, transfer agent fee or other incidental tax or expense in respect of the
      issuance of such certificates, all of which taxes and expenses shall be paid
      by
      the Company; provided, however, that the Company shall not be required to pay
      any tax which may be payable in respect of any transfer involved in the
      registration of any certificates for Warrant Shares or Warrants in a name other
      than that of the Holder. The Holder shall be responsible for all other tax
      liability that may arise as a result of holding or transferring this Warrant
      or
      receiving Warrant Shares upon exercise hereof. 

     

    7. Replacement
      of Warrant.
      If this
      Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or
      cause to be issued in exchange and substitution for and upon cancellation
      hereof, or in lieu of and substitution for this Warrant, a New Warrant, but
      only
      upon receipt of evidence reasonably satisfactory to the Company of such loss,
      theft or destruction and customary and reasonable indemnity (which shall not
      include a surety bond), if requested. Applicants for a New Warrant under such
      circumstances shall also comply with such other reasonable regulations and
      procedures and shall reimburse the Company for all reasonable third-party costs
      as the Company may prescribe. If a New Warrant is requested as a result of
      a
      mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant
      to the Company as a condition precedent to the Company’s obligation to issue the
      New Warrant.

     

    8. Reservation
      of Warrant Shares.
      The
      Company covenants that it will at all times reserve and keep available out
      of
      the aggregate of its authorized but unissued and otherwise unreserved Common
      Stock, solely for the purpose of enabling it to issue Warrant Shares upon
      exercise of this Warrant as herein provided, the number of Warrant Shares which
      are then issuable and deliverable upon the exercise of this entire Warrant,
      free
      from preemptive rights or any other contingent purchase rights of Persons other
      than the Holder (taking into account the adjustments and restrictions of Section
      9). The Company covenants that all Warrant Shares so issuable and deliverable
      shall, upon issuance and the payment of the applicable Exercise Price in
      accordance with the terms hereof, be duly and validly authorized, issued and
      fully paid and nonassessable.

     


    
      
         

      

      
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    9. Certain
      Adjustments.
      The
      Exercise Price and number of Warrant Shares issuable upon exercise of this
      Warrant are subject to adjustment from time to time as set forth in this Section
      9.

     

    (a) Stock
      Dividends and Splits.
      If the
      Company, at any time while this Warrant is outstanding, (i) pays a stock
      dividend on its Common Stock or otherwise makes a distribution on any class
      of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or (iii)
      combines outstanding shares of Common Stock into a smaller number of shares,
      then in each such case the Exercise Price shall be multiplied by a fraction
      of
      which the numerator shall be the number of shares of Common Stock outstanding
      immediately before such event and of which the denominator shall be the number
      of shares of Common Stock outstanding immediately after such event. Any
      adjustment made pursuant to clause (i) of this paragraph shall become effective
      immediately after the record date for the determination of stockholders entitled
      to receive such dividend or distribution, and any adjustment pursuant to clause
      (ii) or (iii) of this paragraph shall become effective immediately after the
      effective date of such subdivision or combination.

     

    (b) Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding there is a Fundamental Transaction,
      then the Holder shall have the right thereafter to receive, upon exercise of
      this Warrant, the same amount and kind of securities, cash or property as it
      would have been entitled to receive upon the occurrence of such Fundamental
      Transaction if it had been, immediately prior to such Fundamental Transaction,
      the holder of the number of Warrant Shares then issuable upon exercise in full
      of this Warrant (the "Alternate
      Consideration").
      For
      purposes of any such exercise, the determination of the Exercise Price shall
      be
      appropriately adjusted to apply to such Alternate Consideration based on the
      amount of Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and the Company shall apportion the
      Exercise Price among the Alternate Consideration in a reasonable manner
      reflecting the relative value of any different components of the Alternate
      Consideration. If holders of Common Stock are given any choice as to the
      securities, cash or property to be received in a Fundamental Transaction, then
      the Holder shall be given the same choice as to the Alternate Consideration
      it
      receives upon any exercise of this Warrant following such Fundamental
      Transaction. The terms of any agreement pursuant to which a Fundamental
      Transaction is effected shall include terms requiring any such successor or
      surviving entity to comply with the provisions of this paragraph (b) and
      insuring that the Warrant (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.

     

    (c) General
      Protection.
      The
      Company will not, by amendment of its Certificate of Incorporation or through
      any reorganization, recapitalization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other action, avoid or seek
      to
      avoid the observance or performance of any of the terms to be observed or
      performed hereunder, or impair the economic interest of the Holder, but will
      at
      all times in good faith assist in the carrying out of all the provisions hereof
      and in taking of all such actions and making all such adjustments as may be
      necessary or appropriate in order to protect the rights and the economic
      interests of the Holder against impairment.

     


    
      
         

      

      
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    (d) Number
      of Warrant Shares.
      Simultaneously with any adjustment to the Exercise Price pursuant to this
      Section 9, the number of Warrant Shares that may be purchased upon exercise
      of
      this Warrant shall be increased or decreased proportionately, so that after
      such
      adjustment the aggregate Exercise Price payable hereunder for the adjusted
      number of Warrant Shares shall be the same as the aggregate Exercise Price
      in
      effect immediately prior to such adjustment.

     

    (e) Calculations.
      All
      calculations under this Section 9 shall be made to the nearest cent or the
      nearest 1/100th
      of a
      share, as applicable. The number of shares of Common Stock outstanding at any
      given time shall not include shares owned or held by or for the account of
      the
      Company, and the disposition of any such shares shall be considered an issue
      or
      sale of Common Stock.

     

    (f) Notice
      of Adjustments.
      Upon
      the occurrence of each adjustment pursuant to this Section 9, the Company at
      its
      expense will promptly compute such adjustment in accordance with the terms
      of
      this Warrant and prepare a certificate setting forth such adjustment, including
      a statement of the adjusted Exercise Price and adjusted number or type of
      Warrant Shares or other securities issuable upon exercise of this Warrant (as
      applicable), describing the transactions giving rise to such adjustments and
      showing in detail the facts upon which such adjustment is based, and the method
      by which such adjustment was calculated. Upon the occurrence of each adjustment,
      the Company will promptly deliver a copy of each such certificate to the Holder
      and to the Company's Transfer Agent.

     

    (g) Notice
      of Corporate Events.
      If the
      Company (i) declares a dividend or any other distribution of cash, securities
      or
      other property in respect of its Common Stock, including without limitation
      any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of
      the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement contemplating or solicits stockholder approval for any Fundamental
      Transaction or (iii) authorizes the voluntary dissolution, liquidation or
      winding up of the affairs of the Company, then the Company shall deliver to
      the
      Holder a notice describing the material terms and conditions of such transaction
      (but only to the extent such disclosure would not result in the dissemination
      of
      material, non-public information to the Holder) at least 10 calendar days prior
      to the applicable record or effective date on which a Person would need to
      hold
      Common Stock in order to participate in or vote with respect to such
      transaction, and the Company will take all steps reasonably necessary in order
      to insure that the Holder is given the practical opportunity to exercise this
      Warrant prior to such time so as to participate in or vote with respect to
      such
      transaction; provided, however, that the failure to deliver such notice or
      any
      defect therein shall not affect the validity of the corporate action required
      to
      be described in such notice.

     

    10. Payment
      of Exercise Price.
      The
      Holder may pay the Exercise Price in one of the following manners:

     

    (a) Cash
      Exercise.
      The
      Holder may deliver immediately available funds; or

     

    (b) Cashless
      Exercise.
      The
      Holder may notify the Company in an Exercise Notice of its election to utilize
      cashless exercise, in which event the Company shall issue to the Holder the
      number of Warrant Shares determined as follows:

     

    X
      = Y
      [(A-B)/A]

     


    
      
         

      

      
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    where:

     

    X
      = the
      number of Warrant Shares to be issued to the Holder.

     

    Y
      = the
      number of Warrant Shares with respect to which this Warrant is being
      exercised.

     

    A
      = the
      average of the closing prices for the five Trading Days immediately prior to
      (but not including) the Date of Exercise.

     

    B
      = the
      Exercise Price.

     

    For
      purposes of Rule 144 promulgated under the Securities Act, it is intended,
      understood and acknowledged that the Warrant Shares issued in a cashless
      exercise transaction shall be deemed to have been acquired by the Holder, and
      the holding period for the Warrant Shares shall be deemed to have commenced,
      on
      the date this Warrant was originally issued.

     

    11. No
      Fractional Shares.
      No
      fractional shares of Warrant Shares will be issued in connection with any
      exercise of this Warrant. In lieu of any fractional shares which would,
      otherwise be issuable, the Company shall pay cash equal to the product of such
      fraction multiplied by the closing price of one Warrant Share as reported by
      the
      applicable Trading Market on the date of exercise.

     

    12. Notices.
      

     

    (a) All
      notices and other communications made pursuant to this Warrant shall be in
      writing and shall be conclusively deemed to have been duly given: 

     

    (i) in
      the
      case of hand delivery to the address set forth below, on the next Business
      Day
      after delivery;

     

    (ii) in
      the
      case of delivery by an internationally recognized overnight courier to the
      address set forth below, freight prepaid, on the next Business Day after
      delivery and signed receipt by the recipient; and 

     

    (iii) in
      the
      case of a notice sent by facsimile transmission to the number and addressed
      as
      set forth below, on the next Business Day after delivery, if receipt of such
      facsimile transmission is confirmed. 

     

    (b) For
      all
      notices given pursuant to one of the methods listed in sub-clause (a) above,
      a
      copy of the notice should also be sent by email to the email address set forth
      below.

     

    (c) Contact
      details:

     

    If
      to
      Holder:

     

    Address
      for notices being delivered by hand/courier: 

     

    c/o
      Inventages Whealth Management Inc.


    
      
         

      

      
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    Winterbotham
      Place, Marlborough & Queen Streets

    P.
      O. Box
      N-3026

    Nassau,
      The Bahamas, Attn: Dr. Gunnar Weikert

     

    Always
      with a copy to: IVC SA, Route de Coppet 26A, 1291 - Commugny, Switzerland,
      Attn:
      Dr. Bogdan von Rueckmann

     

    Always
      with a copy to:  weikert@inventages.com
      and
portfolio@inventages.com

     

    Number
      for notices being delivered by facsimile transmission:

     

    To:
      IVC
      SA, Attn: Dr. Bogdan von Rueckmann, at: +41 21 823 0001

     

    Always
      with a copy to: weikert@inventages.com
      and
portfolio@inventages.com

     

    If
      to the
      Company:  

     

    Address
      for notices being delivered by hand/courier:

     

    Organic
      To Go Food Corporation

    3317
      Third Avenue South

    Seattle,
      Washington 98134

    Attn:
      Chief Financial Officer

    


    Number
      for notices being delivered by facsimile transmission:

    


    To:
      Organic To Go Food Corporation, Attn: Chief Financial Officer, at: +1
206
      299
      3707 

     

    (d)  A
      party
      may change or supplement the contact details for service of any notice pursuant
      to this Warrant, or designate additional addresses, facsimile numbers and email
      addresses for the purposes of this Section 12, by giving the other parties
      written notice of the new contact details in the manner set forth
      above.

     

    13. Warrant
      Agent.
      The
      Company shall serve as warrant agent under this Warrant. Upon 10 days' notice
      to
      the Holder, the Company may appoint a new warrant agent. Any corporation into
      which the Company or any new warrant agent may be merged or any corporation
      resulting from any consolidation to which the Company or any new warrant agent
      shall be a party or any corporation to which the Company or any new warrant
      agent transfers substantially all of its corporate trust or shareholders
      services business shall be a successor warrant agent under this Warrant without
      any further act. Any such successor warrant agent shall promptly cause notice
      of
      its succession as warrant agent to be mailed (by first class mail, postage
      prepaid) to the Holder at the Holder's last address as shown on the Warrant
      Register.

     


    
      
         

      

      
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    14. Miscellaneous.

     

    (a) This
      Warrant shall be binding on and inure to the benefit of the parties hereto
      and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in this Warrant shall be construed to give to any Person other than
      the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.

     

    (b) All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. 

     

    (c) Each
      party agrees that any dispute, controversy, or claim arising in relation to
      this
      Warrant, including with regard to its validity, invalidity, breach, enforcement
      or termination, shall be resolved by binding arbitration in London, England,
      in
      accordance with the rules of arbitration which are in force in the United
      Kingdom on the date when the notice of arbitration is submitted. The
      arbitrability of such dispute, claim or controversy shall also be determined
      in
      such arbitration. Such arbitration proceeding shall be conducted in the English
      language before one (1) arbitrator agreed to by the parties. Both the foregoing
      agreement of the parties to arbitrate any and all such disputes, claims and
      controversies, and the results, determinations, findings, judgments and/or
      awards rendered through any such arbitration shall be final and binding on
      the
      parties hereto and may be specifically enforced by legal
      proceedings.

     

    (d) The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.

     

    (e) In
      case
      any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.

     

    (f) Prior
      to
      exercise of this Warrant, the Holder hereof shall not, by reason of being a
      Holder, be entitled to any rights of a stockholder with respect to the Warrant
      Shares.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK,

    SIGNATURE
      PAGE FOLLOWS]

     

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by
      its
      authorized officer as of the date first indicated above.

     

     

    ORGANIC
      TO GO FOOD CORPORATION

     

     

    By: 
      ______________________________________

    Name: 
      Jason Brown

    Title: 
      Chairman and Chief Executive Officer

     

     

     

     

     

    Signature
      Page to Warrant

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXERCISE
      NOTICE

    ORGANIC
      TO GO FOOD CORPORATION

    WARRANT
      DATED [ ]

     

     

    The
      undersigned Holder hereby irrevocably elects to purchase _____________ shares
      of
      Common Stock pursuant to the above referenced Warrant. Capitalized terms used
      herein and not otherwise defined have the respective meanings set forth in
      the
      Warrant.

     

    (1) The
      undersigned Holder hereby exercises its right to purchase _________________
      Warrant Shares pursuant to the Warrant.

     

    (2) The
      Holder intends that payment of the Exercise Price shall be made as (check
      one):

     

    ____“Cash
      Exercise” under Section 10

     

    ____“Cashless
      Exercise” under Section 10

     

    (3) If
      the
      holder has elected a Cash Exercise, the holder shall pay the sum of
      $____________ to the Company in accordance with the terms of the
      Warrant.

     

    (4) Pursuant
      to this Exercise Notice, the Company shall deliver to the holder _______________
      Warrant Shares in accordance with the terms of the Warrant.

     

    


    
      	 	 	 
	 	 	 
	
              Dated:
                ,
                

            	 	
              Name
                of Holder:

            
	 	 	 
	 	 	
              (Print) 
                ___________________________________

            
	 	 	 
	 	 	
              By: 
                ______________________________________

            
	 	 	
              Name: 
                ____________________________________

            
	 	 	
              Title: 
                _____________________________________

            
	 	 	 
	 	 	
              (Signature
                must conform in all respects to name of holder as specified on the
                face of
                the Warrant)

            


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Warrant
      Shares Exercise Log

     

    
      	
              Date

            	
              Number
                of Warrant Shares Available to be Exercised

            	
              Number
                of Warrant Shares Exercised

            	
              Number
                of Warrant Shares Remaining to be Exercised

            
	
               

               

               

               

               

               

               

               

               

               

               

               

                  

               

            	    
	    
	    



    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ORGANIC
      TO GO FOOD CORPORATION

    WARRANT
      ORIGINALLY ISSUED [ ]

    WARRANT
      NO. [ ]

     

    FORM
      OF
      ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the above-captioned
      Warrant to purchase ____________ shares of Common Stock to which such Warrant
      relates and appoints ________________ attorney to transfer said right on the
      books of the Company with full power of substitution in the
      premises.

     

    Dated: _______________,
      ____

     

    _______________________________________

    (Signature
      must conform in all respects to name of 
holder as specified on the face of
      the Warrant)

     

     

    _______________________________________

    Address
      of Transferee

     

     

    _______________________________________

     

    _______________________________________

     

    In
      the
      presence of:

     

    __________________________