EX 10.1


    
       

       

      EXHIBIT
        10.1

       

       

      AGREEMENT
        OF PURCHASE AND SALE OF ASSETS

       

      AMONG

       

      ORGANIC
        TO GO, INC.,

       

      ORGANIC
        TO GO FOOD CORPORATION,

       

      HIGH
        NOON HOLDINGS, LLC,

       

      and

       

      BALDUCCI’S,
        LLC

      


      


      May
        29, 2008

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      AGREEMENT
        OF PURCHASE AND SALE OF ASSETS

      


      THIS
        AGREEMENT OF PURCHASE AND SALE OF ASSETS is made as of May 29, 2008, by and
        among HIGH NOON HOLDINGS, LLC, a Delaware limited liability company
        (“Company”),
        BALDUCCI’S, LLC, a Delaware limited liability company (“Member”), ORGANIC
        TO GO, INC., a Delaware corporation (“Buyer”)
        and
        ORGANIC TO GO FOOD CORPORATION, a Delaware corporation (“Parent”).
        Company and Member are
        together referred to in this agreement as “Selling
        Parties.”
This
        agreement is made under the following circumstances:

       

      A. Buyer
        is
        a wholly owned subsidiary of Parent.

       

      B. Buyer
        desires to purchase from Company and Company desires to sell to Buyer, on
        the
        terms and subject to the conditions set forth in this agreement, certain
        business and properties of Company.

       

      C. Selling
        Parties desire that this transaction be consummated on the terms and subject
        to
        the conditions of this agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants, agreements,
        representations, and warranties contained in this agreement, the parties
        agree
        as follows:

       

      ARTICLE
        1

      PURCHASE
        AND SALE OF ASSETS

       

      1.1 
        SALE
        AND TRANSFER OF ASSETS

       

      Subject
        to the terms and conditions set forth in this agreement, Company shall sell,
        convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase
        from
        Company, all of the assets, properties, and business of Company of every
        kind,
        character, and description, whether tangible, intangible, personal, or mixed,
        and wherever located, including without limitation the assets described under
        the heading “Acquired Assets” on Schedule
        1
        attached
        to this agreement (the “Acquired
        Assets”),
        excluding the assets, property and rights described under the heading “Excluded
        Assets” on Schedule
        1
        attached
        to this agreement (the “Excluded
        Assets”).
        

       

      1.2 
        CONSIDERATION
        FROM BUYER AT CLOSING

       

      The
        total
        purchase price of the Acquired Assets shall be Three Million Seven Hundred
        Fifty
        Thousand Dollars ($3,750,000) plus
        the sum
        of: (a) the aggregate amount of the credits set forth on Section 1.2 of
Schedule
        1
        (the
“Purchase
        Price Credits”),
        (b)
        the actual cost to Company of Company’s inventory on hand as of the close of
        business on the Closing Date (as hereinafter defined) (the “Inventory
        Cost”),
        and
        (c) $10,000 for supplies of Company (the “Supply
        Cost”).
        As
        payment of such purchase price, Buyer shall deliver to Selling
        Parties:

       

      1.2(a) Cash.
        At the
        Closing (as hereinafter defined) by wire transfer to an account designated
        in
        writing by Company of immediately available funds in the amount of Three
        Million
        Five Hundred Thousand Dollars ($3,500,000) plus
        the sum
        of: (a) the Purchase

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Price
        Credits, (b) $23,408.00 (the “Closing
        Inventory Payment”),
        representing the estimated Inventory Cost as of the Closing Date, and (c)
        the
        Supply Cost.

       

      1.2(b) Parent
        Common Stock.
        A stock
        certificate issued to Member (the “Stock
        Certificate”)
        representing a total number of shares of the Common Stock of Parent, par
        value
        $0.001 per share (the “Parent
        Shares”),
        equal
        to shares having an aggregate Market Value (as hereinafter defined) of Two
        Hundred Fifty Thousand Dollars ($250,000) which shall be delivered to Company
        within five (5) business days after the Closing Date. For purposes of this
        Agreement, the “Market
        Value”
        of the
        Parent Shares shall equal the average of the closing prices of the Parent
        Shares
        in the over the counter market (or on any national securities exchange if
        shares
        of Parent’s Common Stock are listed on a national securities exchange) during
        the five (5) consecutive trading days ending three (3) trading days before
        the
        Closing. 

       

      1.3 
        ASSUMPTION
        OF LIABILITIES

       

      Buyer
        assumes no contracts, leases, obligations, debts or liabilities under this
        agreement, other than those listed on Schedule
        1.3
        attached
        to this agreement (the “Assumed
        Contracts”).
        It is
        expressly understood and agreed that Buyer shall not be liable for any of
        the
        contracts, leases, obligations, debts or liabilities of Company of any kind
        and
        nature, other than those listed on Schedule
        1.3,
        if
        any.

       

      1.4 
        INVENTORY
        ADJUSTMENT, PRORATIONS AND DEPOSITS

       

      1.4(a) The
        Closing Inventory Payment is based on Company’s average inventory. Immediately
        after the close of business on the Closing Date, the parties shall determine
        the
        Inventory Cost in an agreed-upon manner. Within three (3) days after the
        Inventory Cost is determined, (i) if the Inventory Cost exceeds the Closing
        Inventory Payment, Buyer shall pay Company the difference between the Inventory
        Cost and the Closing Inventory Payment, and (ii) if the Closing Inventory
        Payment exceeds the Inventory Cost, then Selling Parties shall pay Buyer
        the
        difference between the Closing Inventory Payment and the Inventory
        Cost.

       

      1.4(b) Rents,
        utility charges, prepaid items and other appropriate items with respect to
        the
        Acquired Assets shall be prorated as of the Closing Date under
        the
        principle that the income, expense and liabilities attributable to the Acquired
        Assets through 11:59 p.m. of the Closing Date shall be for the account of
        Company and thereafter such items shall be for the account of Buyer, and
        taking
        into account the number of days before and after the Closing Date to prorate
        any
        costs incurred during a period which includes days before and after the Closing
        Date. Further detail regarding the parties’ administration of this Section
        1.4(b) is set forth on Schedule 1.4.

       

      1.4(c) Within
        ten (10) days after the Closing, Buyer shall deliver to the landlord for
        the
        location at 1200 19th
        Street,
        N.W., Suite 105, Washington, DC (the “19th
        Street Landlord”)
        a
        letter of credit satisfactory to the 19th
        Street
        Landlord, or cash (via cashier’s check or wire transfer), in the amount of the
        letter of credit most recently provided by Selling Parties to the 19th
        Street
        Landlord (the “High
        Noon LC”),
        and
        ask the 19th
        Street
        Landlord to return the High Noon LC directly to Company.

       


      
        
          
          

        

        
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      1.5 
        ALLOCATION
        OF PURCHASE PRICE

       

      The
        purchase price of the Acquired Assets shall be allocated as
        follows:

       

      
        	
                1.

              	
                Inventory

              	
                Inventory
                  Cost plus Supply Cost

              
	
                2.

              	
                Furniture,
                  Fixtures and Equipment 

              	
                $186,000

              
	
                3.

              	
                Goodwill,
                  Trade Name and Intangible Assets

              	
                $3,564,000

              
	
                4.

              	
                Cash
                  and Deposits

              	
                Purchase
                  Price Credits

              
	 	
                Total
                  Purchase Price

              	
                $3,750,000

                plus
                  Purchase Price Credits, 

                Inventory
                  Cost and Supply Cost

              


      

       

      Each
        of
        the parties shall report this transaction for federal and state tax purposes
        in
        accordance with this allocation of the purchase price.

       

      1.6 
        TAXES

       

      Buyer
        shall pay all sales, use, and other transfer taxes arising out of the transfer
        of the Acquired Assets, if any, and Company shall pay its portion, prorated
        as
        of the Closing Date, of state and local real and personal property taxes,
        and
        all other taxes of Company. Buyer shall not be responsible for any business,
        sales, occupation, withholding, or similar tax, or any taxes of any kind
        related
        to any period before the Closing Date. 

       

      ARTICLE
        2

      SELLING
        PARTIES’ REPRESENTATIONS AND WARRANTIES

       

      Selling
        Parties, jointly and severally, represent and warrant that except as set
        forth
        in the Disclosure Schedule attached to this agreement as Schedule
        2:

       

      2.1 
        ORGANIZATION,
        STANDING AND QUALIFICATION OF COMPANY

       

      Company
        is a limited liability company duly organized, validly existing, and in good
        standing under the laws of the State of Delaware, has all necessary powers
        to
        own its properties and to operate its business as now owned and operated
        by it,
        and is duly qualified to transact business and is in good standing in those
        jurisdictions in which the nature of Company’s business or of its properties
        makes such qualification necessary, which are the District of Columbia and
        Virginia.

       

      2.2 
        OWNERSHIP
        OF COMPANY

       

      Member
        is
        the sole member of Company.

       


      
        
          
          

        

        
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      2.3 
        SUBSIDIARIES

       

      Company
        does not own, directly or indirectly, any interest or investment (whether
        equity
        or debt) in any corporation, partnership, limited liability company, business,
        trust, or other entity.

       

      2.4 
        FINANCIAL
        STATEMENTS

       

      Section
        2.4 of Schedule 2 to this
        agreement includes the unaudited balance sheets of Company as of January
        27,
        2008 and January 28, 2007 together with related unaudited statements of income
        and retained earnings for the periods then ended (collectively, the
“Financial
        Statements”).
        The
        Financial Statements fairly present in all material respects the financial
        position of Company as of the respective dates of the balance sheets included
        in
        the Financial Statements, and the results of its operations for the respective
        periods indicated, provided that (i) the
        Financial Statements have not been
        prepared
        in accordance with generally
        accepted accounting principles (“GAAP”)
        and
        (ii) the Financial Statements include allocations of costs with Member that
        do
        not reflect the actual costs to the Company.

       

      2.5 
        ABSENCE
        OF SPECIFIED CHANGES

       

      Except
        as
        described in Section 2.5 of Schedule
        2,
        since
        January 27, 2008, there has been no:

       

      2.5(a) Capital
        expenditure by Company exceeding $25,000;

       

      2.5(b) Material
        adverse change in the financial condition, liabilities, assets or business
        of
        Company taken as a whole;

       

      2.5(c) Destruction,
        damage to, or loss of any asset of Company (whether or not covered by insurance)
        that materially and adversely affects the financial condition or business
        of
        Company;

       

      2.5(d) Labor
        trouble of any character materially and adversely affecting the financial
        condition, business or assets of Company;

       

      2.5(e) Material
        change in accounting methods or practices (including, without limitation,
        any
        change in depreciation or amortization policies or rates) by
        Company;

       

      2.5(f) Revaluation
        by Company of any of its assets;

       

      2.5(g) Increase
        in the salary or other compensation payable or to become payable by Company
        to
        any of its officers, directors,
        or employees, or the declaration, payment, or commitment or obligation of
        any
        kind for the payment, by Company, of a bonus or other additional salary or
        compensation to any such person, in each case, other than in the ordinary
        course
        of business (provided that salary increases have not exceeded five percent
        (5%)
        in the aggregate);

       

      2.5(h) Sale
        or
        transfer of any asset of Company, except in the ordinary course of
        business;

       

      2.5(i) Amendment
        or termination of any contract, agreement, or license to which Company is
        a
        party, except in the ordinary course of business;


      
        
          
          

        

        
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      2.5(j) Loan
        by
        Company to any person or entity, or guaranty by Company of any
        loan;

       

      2.5(k) Mortgage,
        pledge, or other encumbrance of any asset of Company;

       

      2.5(l) Waiver
        or
        release of any right or claim of Company except in the ordinary course of
        business;

       

      2.5(m) Commencement
        or notice of commencement of any civil litigation or any governmental proceeding
        against or investigation of Company or its affairs; or

      


      2.5(n) Agreement
        entered into by Company to do any of the things described in the preceding
        clauses (a) through (n).

       

      2.6 
        TAX
        RETURNS AND AUDITS

       

      Within
        the times and in the manner prescribed by law, Company has filed all federal,
        state, and local payroll, sales, use and property tax returns required by
        law
        and has paid all such taxes, assessments, and penalties due and payable.
        There
        are no present disputes as to taxes of any nature payable by Company. All
        tax
        returns and reports filed by Company are true, correct and complete. All
        taxes
        that Company is or was required to withhold, deduct or collect have been
        withheld, deducted and collected and, to the extent required, have been paid
        to
        the proper government agency or other depository.

       

      2.7 
        REAL
        PROPERTY

       

      The
        Company owns no real property. A complete list of all real property leased
        to
        Company is provided in Section 2.7 of Schedule
        2
        to this
        agreement. Except as otherwise disclosed in Section 2.7 of Schedule
        2, the
        Company has a valid and enforceable leasehold interest in all leased real
        property. Except as disclosed in Section 2.7 of Schedule
        2,
        to the
        knowledge of the Selling Parties, each
        parcel of leased real property and any improvements thereon conforms in its
        current use and occupancy to all material zoning requirements without reliance
        upon a variance issued by any governmental authority or a classification
        of the
        parcel in question as a nonconforming use. 

       

      2.8 
        HAZARDOUS
        MATERIALS.

       

      To
        the
        knowledge of Selling Parties, (a) there are no underground storage tanks
        located
        on the real property described in Section 1.3 of Schedule
        2
        in which
        any hazardous material, as defined below, has been or is being stored, nor
        has
        there been any spill, disposal, discharge or release of any hazardous material
        into, upon, from or over that real property or into or upon ground or surface
        water on that real property, and (b) there are no asbestos-containing materials
        incorporated into the buildings or interior improvements that are part of
        that
        real property, or into other assets of Company, nor is there any electrical
        transformer, fluorescent light fixture with ballasts or other equipment
        containing Polychlorinated Biphenyls (PCB’s) on that real property. As used in
        this paragraph, “hazardous material” means any hazardous or toxic substance,
        material or waste that is regulated by any federal authority or by any state
        or
        local governmental authority where the substance, material or waste is
        located.

       


      
        
          
          

        

        
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      2.9 
        ENVIRONMENTAL

       

      Except
        as
        disclosed in Section 2.9 of Schedule
        2,
        (i)
        Company is in material compliance with all applicable federal, state or local
        environmental, health and safety statutes and regulations, (ii) Company is
        not
        the subject of any pending judicial or administrative proceeding alleging
        the
        violation of any federal, state or local environmental, health or safety
        statute
        or regulation, (iii) Company is not the subject of any known federal or state
        investigation evaluating whether any remedial action is needed to respond
        to a
        release of any hazardous or toxic waste, substance or constituent, or other
        substance into the environment, (iv) Company has not filed any notice under
        any
        federal or state law indicating past or present treatment, storage or disposal
        of hazardous waste, or reporting a spill or release of a hazardous or toxic
        waste, substance or constituent, or other substance into the environment,
        nor
        does Company have or has it had any known problems relating to toxic or
        hazardous wastes, and (v) Company does not have any known contingent liability
        in connection with any release of any hazardous or toxic waste, substance
        or
        constituent, or other substance into the environment.

       

      2.10 
        INVENTORY

       

      The
        inventories of raw materials and finished goods (collectively, “Inventories”)
        shown
        on Company’s balance sheet as of January 27, 2008, included in the Financial
        Statements, consist of items that are usable and salable in the ordinary
        course
        of business by Company. The value of the Inventories has been determined
        based
        on the most recent cost consistent with prior years. Except for sales made
        in
        the ordinary course of business since that date, all the Inventories are
        the
        property of Company. No items are subject to any security interest, except
        for
        Permitted Liens or as set forth in Section 2.10 of Schedule
        2.

       

      2.11 
        OTHER
        TANGIBLE PERSONAL PROPERTY

       

      The
        books
        and records of Company contain a complete and accurate description in all
        material respects, and specify the location, of all motor vehicles, machinery,
        equipment, furniture, supplies, tools, and all other tangible personal property
        owned by, in the possession of, or used by Company in connection with its
        business. The tangible personal property reflected in those books and records
        constitutes all such tangible personal property necessary for the conduct
        by
        Company of its business as now conducted. No personal property used by Company
        in connection with its business is held under any lease, security agreement,
        conditional sales contract, or other title retention or security arrangement,
        or
        is other than in the possession and under the control of Company except for
        Permitted Liens or as stated in Section 2.11 of Schedule
        2.
        All
        such personal property, taken as a whole, is adequate and in a condition
        sufficient to permit Company to conduct its business in substantially the
        same manner as it is currently being conducted, subject to ordinary wear
        and
        tear and routine maintenance.

       

      2.12 
        INTELLECTUAL
        PROPERTY

       

      A
        schedule of all intellectual property, including without limitation, trade
        names, trademarks, service marks, copyrights, patents and trade secrets and
        their registrations as applicable, if any, owned by Company or in which it
        has
        any rights or licenses, together with a brief description of each, is provided
        in Section 2.12 of Schedule
        2
        (“Company
        Intellectual

       


      
        
          
          

        

        
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      Property”).
        Except as set forth in Schedule
        2,
        Company
        is not a party to any license, agreement or arrangement, whether as licensor,
        licensee or otherwise, with respect to any intellectual property necessary
        for
        its business as now conducted by it (including without limitation those listed
        in Section 2.12 of Schedule
        2).
        To the
        knowledge of Selling Parties, Company has the right and authority to use
        Company
        Intellectual Property as currently used by it, and such current use does
        not,
        and will not, conflict with, infringe on, or violate any intellectual property
        rights of others. Each trade secret’s documentation is current, accurate, and
        sufficient in detail and content to identify and explain it, and to allow
        its
        full and proper use by Buyer without reliance on the special knowledge or
        memory
        of others. To Selling Parties’ knowledge, Company’s customer list has been kept
        confidential and only used in connection with Company’s business.

       

      2.13 
        TITLE
        TO ASSETS

       

      Company
        has good and marketable title to all its assets and interest in assets, whether
        real, personal, mixed, tangible, or intangible, which constitute all the
        assets
        and interests in assets that are used in the business of Company. All these
        assets are free and clear of mortgages, liens, pledges, charges, encumbrances,
        equities, claims, easements, rights of way, covenants, conditions, or
        restrictions, except for (a) statutory liens for current taxes or
        assessments not yet due and payable; (b) mechanics’, carriers’,
        workers’, repairmen’s and other similar liens arising or incurred in the
        ordinary course of business with respect to charges not yet due and payable;
        and
        (c) such other encumbrances which do not materially detract from or
        interfere with the present use of the property subject thereto (“Permitted
        Liens”).

       

      2.14 
        CUSTOMERS
        AND SALES

       

      Correct
        and current lists of Company’s twenty (20) largest
        customers having accounts with Company together with summaries of the sales
        made
        to each customer during the fiscal years ending January 27, 2008 and January
        28,
        2007 are included in Section 2.14 of Schedule
        2.
        Except
        as indicated in Section 2.14 of Schedule
        2,
        to the
        Selling Parties’ knowledge, no customer intends to cease doing business with
        Company or materially alter the amount of the business that such customer
        is
        presently doing with Company.

       

      2.15 
        EMPLOYMENT
        AGREEMENTS

       

      A
        list of
        all employment agreements, severance agreements, pension, bonus, profit-sharing,
        stock option, or other agreements providing for employee remuneration or
        benefits to which Company is a party or is bound is included in Section 2.15
        of
Schedule
        2.
        Company
        is not a party to or bound by any collective bargaining agreement. All of
        the
        agreements described in this paragraph are in full force and effect, and
        neither
        Company, to the Selling Parties’ knowledge, nor any other party is in default
        under any of these agreements. There is no pending nor, to Selling Parties’
knowledge, threatened labor dispute, strike, slowdown, employee grievance
        process or work stoppage affecting Company’s business. There is no pending
        organizational activity or other labor dispute against Company, nor is any
        application or petition for an election of or for certification of a collective
        bargaining agent pending. Except as set forth on Section 2.15 of Schedule
        2,
        Company
        does not provide or sponsor any retirement plan or retirement benefits for
        any
        of its current or past employees.

       


      
        
          
          

        

        
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      2.16 
        OTHER
        CONTRACTS

       

      Except
        for the agreements listed in Section 2.16 of Schedule
        2,
        copies
        of which have been furnished or made available to Buyer, Company is not a
        party
        to, nor is its property bound by, any representative or agency agreement,
        any
        output or requirements agreement, any indenture, mortgage, deed of trust,
        lease,
        or any agreement requiring the performance by Company of any obligation for
        a
        period of time extending beyond six months from the Closing Date or calling
        for
        consideration of more than $25,000. There is no default or event that with
        notice or lapse of time, or both, would constitute a default by Company or,
        to
        the Selling Parties’ knowledge, any other party to any of these agreements.
        Company has received no written notice that any party to any of these agreements
        intends to cancel or terminate any of these agreements or to exercise or
        not
        exercise any options under any of these agreements. Except as set forth in
        Section 2.16 of Schedule
        2,
        no
        consent or approval of any other party is required in connection with the
        assignment to and assumption by Buyer of the agreements listed in Section
        2.16
        of Schedule
        2.

       

      2.17 
        COMPLIANCE
        WITH LAWS

       

      Company
        has complied in all respects with, and is not in violation of, applicable
        federal, state, and local statutes, laws, and regulations (including, without
        limitation, any applicable employment, immigration, building, zoning or other
        law, ordinance, or regulation) affecting or relating to its properties,
        employees, or the operation of its business. Except as set forth on Section
        2.17
        of Schedule
        2,
        Company
        has all material licenses and permits required to operate its business, and
        no
        governmental or third party approval is required to assign and transfer such
        licenses and permits to Buyer pursuant to this Agreement. 

       

      2.18 
        LITIGATION

       

      There
        is
        no suit, action, arbitration, or legal, administrative, or other proceeding,
        or
        governmental investigation, pending or, to the knowledge of the Selling Parties,
        threatened, against or affecting Company or its businesses, assets, or financial
        condition, except as set forth in Section 2.18 of Schedule
        2.
        Company
        is not in default with respect to any order, writ, injunction, or decree
        of any
        federal, state, local, or foreign court, department, agency, or instrumentality.
        Except as set forth in Section 2.18 of Schedule
        2,
        Company
        is not presently engaged in any legal action to recover monies due to it
        or
        damages sustained by it.

       

      2.19 
        AGREEMENT
        WILL NOT CAUSE BREACH OR VIOLATION

       

      Except
        as
        set forth on Section 2.19 of Schedule
        2,
        the
        consummation of the transactions contemplated by this agreement will not
        result
        in or constitute any of the following: (i) a default or an event that, with
        notice or lapse of time or both, would be a default, breach, or violation
        of the
        certificate of formation or operating agreement of Company or any material
        lease, license, promissory note, conditional sales contract, commitment,
        indenture, mortgage, deed of trust, or other agreement, instrument, or
        arrangement to which Member or Company is a party or by which either of them
        or
        the property of either of them is bound; or (ii) the creation or imposition
        of
        any lien, charge or encumbrance on any of the properties of Company, other
        than
        Permitted Liens. 

       


      
        
          
          

        

        
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      2.20 
        AUTHORITY
        AND CONSENTS

       

      Selling
        Parties have the right, limited liability company power, legal capacity,
        and
        authority to enter into, and perform their respective obligations under this
        agreement. The execution and delivery of this agreement by the Selling Parties
        has been duly authorized by all necessary limited liability company
        action.

       

      2.21 
        INTEREST
        IN CUSTOMERS, SUPPLIERS, AND COMPETITORS

       

      Neither
        Member nor, to the Selling Parties’ knowledge, any officer or manager of Company
        or any spouse or child of any of them, has any direct or indirect ownership
        interest in any competitor, supplier, or customer of Company or in any person
        from whom or to whom Company leases or licenses any real or personal property,
        or in any other person with whom Company is doing business.

       

      2.22 
        IDENTIFICATION
        AND COMPENSATION

       

      A
        list of
        all officers and employees of Company stating the rates of compensation payable
        to them is included in Section 2.22 of Schedule 2.

       

      2.23 
        COMPANY
        DOCUMENTS

       

      Selling
        Parties have furnished to Buyer, for its examination, a copy of Company’s
        certificate of formation.

       

      2.24 
        ACQUISITION
        OF SHARES FOR OWN ACCOUNT

       

      The
        Parent Shares are being acquired for investment for Member’s own account, not as
        a nominee or agent, and not with a view to the resale or distribution of
        any
        part thereof. Member does not have any contract, undertaking, agreement or
        arrangement with any person to sell, transfer or grant participations to
        such
        person or to any third person, with respect to any of the Parent
        Shares.

       

      2.25 
        DISCLOSURE
        OF INFORMATION

       

      Selling
        Parties have had the opportunity to receive all of the information they consider
        necessary or appropriate for deciding whether to acquire the Parent Shares.
        Selling Parties have had an opportunity to ask questions and receive answers
        from Buyer regarding the terms and conditions of the issuance of the Parent
        Shares and the business, properties, prospects and financial condition of
        Buyer
        and Parent. The foregoing, however, does not limit or modify the representations
        and warranties of Buyer and Parent in Article 3 of this agreement or the
        right
        of Selling Parties to rely thereon.

       

      2.26 INVESTMENT
        EXPERIENCE

       

      Selling
        Parties can bear the economic risk of the ownership of the Parent Shares,
        and
        have such knowledge and experience in financial or business matters that
        they
        are capable of evaluating the merits and risks of the acquisition of the
        Parent
        Shares.

       


      
        
          
          

        

        
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      2.27 ACCREDITED
        INVESTOR

       

      Member
        has more than $5,000,000 in total assets, and Member is an “accredited investor”
within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 of
        Regulation D, as presently in effect.

       

      2.28 RESTRICTED
        SECURITIES

       

      Selling
        Parties understand that the Parent Shares will be characterized as “restricted
        securities” under the federal securities laws inasmuch as they are being
        acquired in a transaction not involving a public offering and that under
        such
        laws and applicable regulations the
        Parent Shares may be resold without registration under the Securities Act
        of
        1933 (the “Act”) only in certain limited circumstances.
        Selling
        Parties are familiar with SEC Rule 144, as presently in effect, and understand
        the resale limitations imposed thereby and by the Act.

       

      2.29 FURTHER
        LIMITATIONS ON DISPOSITION

       

      Without
        in any way limiting the representations set forth above, Selling Parties
        shall
        not make any disposition of all or any portion of the Parent Shares unless
        and
        until:

       

      2.29(a) There
        is
        then in effect a Registration Statement under the Act covering such proposed
        disposition and such disposition is made in accordance with such Registration
        Statement; or

       

      2.29(b) (i)
        Selling Parties shall have notified Buyer of the proposed disposition and
        shall
        have furnished Buyer with a detailed statement of the circumstances surrounding
        the proposed disposition, and (ii) if reasonably requested by Buyer, Selling
        Parties shall have furnished Buyer with an opinion of counsel, reasonably
        satisfactory to Buyer, that such disposition will not require registration
        of
        such shares under the Act. Buyer will not require opinions of counsel for
        transactions made pursuant to Rule 144.

       

      2.29(c) Notwithstanding
        subsections (a) and (b) above, no such registration statement or opinion
        of
        counsel shall be necessary for a transfer by Company to Member, if Member
        agrees
        in writing to be subject to the terms of this agreement to the same extent
        as if
        it were acquiring the Parent Shares directly pursuant to this
        agreement.

       

      2.30 LEGEND:
        The Stock Certificate may bear the following legend:

       

      "THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
        IN THE
        ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
        UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
        SUCH
        REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
        ACT."

       


      
        
          
          

        

        
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      2.31 NO
        ADVERTISEMENT

       

      Selling
        Parties acknowledge that the issuance of the Parent Shares has not been
        accomplished by the publication of any advertisement.

       

      2.32 FULL
        DISCLOSURE

       

      None
        of
        the representations and warranties made by Member or Company in this Agreement
        contains any untrue statement of a material fact, or omits any material fact
        the
        omission of which would be misleading.

       

      2.33 DISCLAIMER
        OF OTHER REPRESENTATIONS AND WARRANTIES

       

      EXCEPT
        AS
        EXPRESSLY SET FORTH IN THIS ARTICLE
        2,
        THE SELLING PARTIES MAKE NO REPRESENTATION OR WARRANTY, EXPRESSED OR
        IMPLIED, AT LAW OR IN EQUITY IN RESPECT OF THE SELLING PARTIES, OR ANY OF
        THEIR RESPECTIVE ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITHOUT
        LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
        PURPOSE, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY
        DISCLAIMED. BUYER AND PARENT HEREBY ACKNOWLEDGE AND AGREE THAT (A) EXCEPT
        TO THE EXTENT SPECIFICALLY SET FORTH IN THIS ARTICLE 2 (AS QUALIFIED
        BY THE DISCLOSURE SCHEDULE), BUYER IS ACQUIRING THE ASSETS AND
        BUSINESS OF THE COMPANY ON AN "AS IS, WHERE IS" BASIS,  AND
        (B)
ANY
        CLAIMS BUYER OR PARENT MAY HAVE FOR BREACH OF REPRESENTATION OR WARRANTY
        MUST BE
        BASED SOLELY ON THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE
        2
        (AS QUALIFIED BY THE DISCLOSURE SCHEDULE).

       

      ARTICLE
        3

      BUYER’S
        AND PARENT’S REPRESENTATIONS AND WARRANTIES

       

      Buyer
        and
        Parent, jointly and severally, represent and warrant that:

       

      
        
          3.1 
            ORGANIZATION,
            STANDING AND QUALIFICATION OF BUYER AND PARENT

        

      

       

      Buyer
        and
        Parent are each corporations duly organized, validly existing, and in good
        standing under the laws of the State of Delaware and have all necessary powers
        to own their properties and to operate their businesses as now owned and
        operated by them. Buyer is duly qualified to transact business and is in
        good
        standing in Washington and in each other jurisdiction in which the nature
        of
        Buyer’s business or of its properties makes such qualification
        necessary.

       

      3.2 BUYER
        AND BUYER’S NET WORTH

       

      Parent
        is
        the sole stockholder of Buyer. Buyer has a tangible net worth (exclusive
        of
        goodwill) greater than $6,000,000.

       


      
        
          
          

        

        
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      3.3 SEC
        FILINGS; FINANCIAL STATEMENTS

       

      3.3(a) Parent
        has filed all forms, reports and documents required to be filed by it with
        the
        Securities and Exchange Commission (the “SEC”)
        from
        February 13, 2007 through the date of this agreement (collectively, the “Parent
        SEC Reports”). As of the respective dates they were filed (and if amended or
        superseded by a filing before the date of this agreement, then on the date
        of
        such filing), (i) the Parent SEC Reports complied in all material respects
        with
        the requirements of the Act or the Securities Exchange Act of 1934, as the
        case
        may be, and (ii) none of the Parent SEC Reports contained any untrue statement
        of a material fact or omitted or state a material fact required to be stated
        therein or necessary to make the statements made therein, in the light of
        the
        circumstances under which they were made, not misleading.

       

      3.3(b) Each
        of
        the consolidated financial statements (including, in each case, any notes
        thereto) contained in the Parent SEC Reports was prepared in accordance with
        generally accepted accounting principles applied on a consistent basis
        throughout the periods indicated (except as may be indicated in the notes
        thereto or, in the case of unaudited statements, as permitted by Form 10-Q
        or
        8-K promulgated by the SEC) and each presented fairly, in all material respects,
        the consolidated financial position of Parent and its consolidated subsidiaries
        as at the respective dates thereof and for the respective periods indicated
        therein, except as otherwise noted therein (subject, in the case of unaudited
        statements, to normal and recurring year-end adjustments which were not and
        are
        not expected, individually or in the aggregate, to have a material adverse
        effect).

       

      3.3(c) Since
        the
        date of the most recent filing of Form 8-K with the SEC by Parent, there
        has not
        occurred any event that (singly or together with other such events) would
        reasonably be expected to have a material adverse effect on the Buyer or
        Parent.

       

      3.4 TAX
        RETURNS AND AUDITS

       

      Within
        the times and in the manner prescribed by law, Buyer and Parent each have
        filed
        all federal, state, and local tax returns required by law and have paid all
        taxes, assessments, and penalties due and payable, including without limitation
        all sales taxes. There are no present disputes as to taxes of any nature
        payable
        by Buyer or Parent.

       

      3.5 COMPLIANCE
        WITH LAWS

       

      Buyer
        and
        Parent each have complied with and are not in violation of applicable federal,
        state, or local statutes, laws, and regulations (including, without limitation,
        any applicable employment, immigration, building, zoning, or other law,
        ordinance, or regulation) affecting or relating to their properties, employees,
        or the operation of its business.

       

      3.6 LITIGATION

       

      There
        is
        no material suit, action, arbitration, or legal, administrative, or other
        proceeding, or governmental investigation, pending or threatened, to the
        best
        knowledge of Buyer or Parent, against or affecting Buyer or Parent or either
        of
        their businesses, assets, or financial condition. Neither Buyer nor Parent
        is in
        default with respect to any order, writ, injunction, or decree of
        any

       


      
        
          
          

        

        
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      federal,
        state, local, or foreign court, department, agency, or instrumentality. Buyer
        is
        not presently engaged in any legal action to recover monies due to it or
        damages
        sustained by it.

       

      3.7 AGREEMENT
        WILL NOT CAUSE BREACH OR VIOLATION

       

      The
        consummation of the transactions contemplated by this agreement will not
        result
        in or constitute any of the following: (i) a default or an event that, with
        notice or lapse of time or both, would be a default, breach, or violation
        of the
        certificate of incorporation or bylaws of Buyer or Parent or any lease, license,
        promissory note, conditional sales contract, commitment, indenture, mortgage,
        deed of trust, or other agreement, instrument, or arrangement to which Buyer
        or
        Parent is a party or by either of them or their property is bound; or (ii)
        the
        creation or imposition of any lien, charge, or encumbrance on any of the
        properties of Buyer or Parent.

       

      3.8 AUTHORITY
        AND CONSENTS

       

      Buyer
        and
        Parent each have the right, power, legal capacity, and authority to enter
        into,
        and perform their obligations under, this agreement, and no approvals or
        consents of any persons are necessary in connection with it. The execution
        and
        delivery of this agreement by Buyer and Parent and the performance by them
        of
        their respective obligations under this agreement have been duly authorized
        by
        all necessary corporate action of Buyer and Parent.

       

      3.9 FULL
        DISCLOSURE

       

      None
        of
        the representations and warranties made by Buyer and/or Parent in this Agreement
        contains any untrue statement of a material fact, or omits any material fact
        the
        omission of which would be misleading.

       

      ARTICLE
        4

      OBLIGATIONS
        OF THE PARTIES AFTER CLOSING

       

      4.1 INDEMNIFICATION

       

      4.1(a) Selling
        Parties shall, jointly and severally, indemnify, defend, and hold Buyer harmless
        against and in respect of any and all claims, demands, losses, costs, expenses,
        obligations, liabilities, damages (including actual compensatory damages
        for the
        diminished value of the business acquired pursuant to this Agreement),
        recoveries, and deficiencies, including without limitation, interest, penalties,
        and reasonable attorneys’ fees but excluding any consequential, punitive,
        special, incidental, indirect or exemplary damages (collectively, “Damages”),
        incurred or suffered by Buyer that arise from, result from, or relate
        to
        any (i)
        breach of, or failure by Selling Parties to perform, any of their
        representations, warranties, covenants, or agreements in this agreement or
        (ii)
        any contract, debt, liability, or obligation of Company (other than performance
        of obligations under the Assumed Contracts as described on Schedule
        1.3).

       

      4.1(b) Buyer
        and
        Parent shall, jointly and severally, indemnify, defend, and hold Selling
        Parties
        harmless against and in respect of any and all Damages incurred or suffered
        by
        any Selling Party that arise from, result from, or relate to (i) any breach
        of,
        or failure by Buyer or Parent to perform, any of their representations,
        warranties, covenants, or agreements in this

       


      
        
          
          

        

        
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      agreement,
        (ii) any matter in any way related to or arising out of the ownership and/or
        use
        of the Acquired Assets or satisfaction and performance of the Assumed Contracts
        after the Closing Date, or (iii) failure to have as of the Closing the lessor’s
        consent to assignment and assumption of the lease for the location at 1100
        Wilson Boulevard, Arlington, Virginia.

       

      4.1(c) A
        party
        that desires to assert a claim for indemnity (an “Indemnified
        Party”)
        shall
        provide prompt written notice to each party from whom it seeks indemnification
        (an “Indemnifying
        Party”)
        of the
        existence of any claim, demand, suit, proceeding or other matter (an
“Action”)
        which
        the Indemnified Party believes may give rise to a claim for indemnification
        under this Section 4.1. Thereafter, the Indemnified Party shall furnish to
        the
        Indemnifying Party, in reasonable detail, such information as it may have
        with
        respect to such Action or other event, including copies of any summons,
        complaint or other pleading which may have been served upon any Indemnified
        Party or any written Action, invoice, billing or other document evidencing
        or
        asserting the same. Provided the Indemnifying Party, within ten (10) business
        days after receipt of such written notice from the Indemnified Party, shall
        acknowledge in writing to the Indemnified Party assumption of full
        responsibility for defense and indemnification with respect to such Action
        (subject to the terms of this Agreement), the Indemnifying Party shall have
        the
        right to assume defense of such Action through counsel selected by the
        Indemnifying Party and reasonably satisfactory to the Indemnified Party,
        at the
        Indemnifying Party’s expense, and to contest such Action, and the Indemnifying
        Party shall not be liable to the Indemnified Party for legal fees or other
        expenses subsequently incurred by the Indemnified Party in defense of such
        Action. Upon such assumption of defense by the Indemnifying Party, the
        Indemnified Party shall reasonably cooperate with the Indemnifying Party
        in the
        Indemnifying Party’s conduct of such defense to the extent reasonably requested
        by the Indemnifying Party and the Indemnified Party shall not settle or
        compromise the same. Without the prior written consent of the Indemnified
        Party,
        which consent shall not be unreasonably withheld, the Indemnifying Party
        shall
        not be entitled to settle any Action, the defense of which has been assumed
        by
        the Indemnifying Party, if such settlement (i) could reasonably be expected
        to
        have a material adverse effect or impose any material condition or limitation
        on
        the business, operations or condition (financial or otherwise) on the business
        of the Indemnified Party, or (ii) involves a criminal matter. Notwithstanding
        the foregoing, the Indemnified Party may, by notice to the Indemnifying Party,
        assume the exclusive right to defend, compromise or settle any Action if
        the
        Indemnifying Party is a Person against whom the claim is made and the
        Indemnified Party determines in good faith that joint representation would
        be
        inappropriate. If the Indemnified Party assumes the defense of any Action
        as
        provided above: (i) the Indemnified Party will diligently defend the
        Action, with counsel reasonably satisfactory to the Indemnifying Party and
        shall
        not settle such Action without the prior written consent of the Indemnifying
        Party, which consent shall not be unreasonably withheld; (ii) the
        Indemnifying Party may participate in the defense of the Action, at the
        Indemnifying Party’s own cost and expense; and (iii) the Indemnified Party
        and the Indemnifying Party will keep each other fully informed of the status
        of
        the Action, will cooperate with each other with respect to the defense of
        the
        Action, and will attempt to preserve in full any attorney-client privilege
        and
        work-product privileges.

       

      4.1(d) Notwithstanding
        any other provisions of this agreement, the following limitations to the
        parties’ indemnification obligations shall apply:

       


      
        
          
          

        

        
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      (i) Selling
        Parties shall be obligated to indemnify Buyer only when the aggregate of
        all
        Damages suffered or incurred by Buyer as to which a right of indemnification
        is
        provided under this Section 4.1 exceeds Twenty-Five Thousand Dollars ($25,000)
        (the “Basket
        Amount”).
        After
        the aggregate of all Damages suffered or incurred by Buyer exceeds the Basket
        Amount, Selling Parties shall be obligated to indemnify Buyer for all such
        Damages exceeding the Basket Amount. In no event shall the aggregate liability
        of Selling Parties under this Section 4.1 exceed Four Hundred Fifty Thousand
        Dollars ($450,000) (the “Cap
        Amount”).
        Notwithstanding the above, the Basket Amount shall not apply to limit any
        Damages that result from or arise out of (A) a breach of any of the
        representations and warranties contained in Sections 2.1, 2.2, 2.6, 2.9,
        or
        2.20, or (B) Selling Parties’ failure to fully pay or satisfy a debt, liability
        or obligation of Company, other than an Assumed Contract.

       

      (ii) Buyer
        and
        Parent shall be obligated to indemnify Selling Parties only when the aggregate
        of all Damages suffered or incurred by Selling Parties as to which a right
        of
        indemnification is provided under this Section 4.1 exceeds the Basket Amount.
        After the aggregate of all Damages suffered or incurred by Selling Parties
        exceeds the Basket Amount, Buyer and Parent shall be obligated to indemnify
        Selling Parties for all such Damages exceeding the Basket Amount. In no event
        shall the aggregate liability of Buyer and Parent under this Section 4.1
        exceed
        the Cap Amount. Notwithstanding the above, the Basket Amount shall not apply
        to
        limit any Damages that result from or arise out of (A) a breach of any of
        the
        representations and warranties contained in Sections 3.1, 3.2, 3.4, 3.5,
        or 3.8,
        or (B) Buyer’s failure to satisfy its obligations under any Assumed Contract.
        The Basket Amount and the Cap Amount shall not apply to limit any Damages
        that
        result from or arise out of the circumstances described in clause
        4.1(b)(iii).

       

      (iii) Damages
        shall be calculated net of any insurance recovery actually received prior
        to
        indemnification hereunder by the Indemnified Party seeking indemnification
        for
        the Damages. In the event, subsequent to payment of an indemnification claim
        hereunder, the Indemnified Party actually realizes or receives any insurance
        recovery applicable to the matter for which an indemnification payment was
        made,
        the Indemnified Party shall immediately reimburse and refund to the Indemnifying
        Party the amount of the applicable prior indemnification payment.

       

      (iv) No
        claim
        (whether such claim sounds in tort, contract, statute or otherwise) may be
        made
        after the date of this Agreement by any party against another party based
        on any
        claimed breach of any representation or warranty, covenant or agreement
        contained in, or otherwise based upon, relating to or arising out of, this
        Agreement or the transactions contemplated hereby (or any of the agreements
        to
        be executed and delivered by any party hereto), except to the extent and
        in the
        manner provided in this Section 4.1, which shall constitute the sole and
        exclusive remedy of all the parties hereto and all persons who may claim
        any
        rights through such parties for any such claim. In addition, no claim may
        be
        made by any party against another party based on any alleged breach or
        inaccuracy of a representation or warranty of the other party unless such
        claim
        is asserted within the survival period applicable to such representation
        and
        warranty as set forth in Section 4.2, and in the manner provided in this
        Section
        4.1.

       


      
        
          
          

        

        
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      4.2 
        SURVIVAL
        OF REPRESENTATIONS AND OBLIGATIONS

       

      All
        representations, warranties, covenants, and agreements of the parties contained
        in this agreement shall survive the Closing as follows: (a) the representations
        and warranties in Sections 2.20 (Authority and Consents) and 3.8 (Authority
        and
        Consents) shall survive indefinitely; (b) the representations and warranties
        in
        Sections 2.2 (Ownership of Company), 2.6 (Tax Returns and Audits), 2.8
        (Environmental), 3.1 (Organization, etc.), and 3.4 (Tax Returns and Audits)
        shall survive the Closing until the expiration of the applicable statute
        of
        limitations; (c) all other representations and warranties shall survive until
        twelve (12) months after the Closing Date; (d) the obligations in Section
        4.3
        (Confidential Information) shall survive until thirty-six (36) months after
        the
        Closing Date; (e) the indemnification obligation described in clause 4.1(b)(iii)
        shall survive until twenty-four (24) months after the Closing; and (f) all
        other
        covenants and agreements of the parties shall survive indefinitely.
        Notwithstanding the foregoing, a claim made under this Agreement shall survive
        until resolution if it is made before expiration of the applicable survival
        period.

       

      4.3 
        CONFIDENTIAL
        INFORMATION

       

      The
        Selling Parties shall not divulge, communicate, use to the detriment of Buyer
        or
        for the benefit of any other person or persons, or misuse in any way, any
        confidential information or trade secret of Company, including without
        limitation personnel information, know-how, customer lists or other technical
        data other than information or a trade secret constituting an Excluded Asset
        (“Confidential
        Information”).
        Any
        information or data Selling Parties have acquired on any of these matters
        or
        items was received in confidence and as fiduciaries of Company. This Section
        4.3
        does not apply to that part of the Confidential Information that the Selling
        Parties can demonstrate (a) was, is or becomes generally available to the
        public
        other than as a result of a breach of this Section 4.3; or (b) was, is or
        becomes available to a third party on a nonconfidential basis from a party
        not
        bound by a confidentiality agreement or any legal, fiduciary or other obligation
        restricting disclosure. 

       

      4.4 
        COMPANY
        NOT TO USE NAMES

       

      Immediately
        after the Closing, Selling Parties shall not use or employ in any manner
        directly or indirectly the trade names “High Noon”, “High Noon Fresh &
Ready,” “High Noon Always,” or any other names containing the same or similar
        terms alone or in combination with any other words.

       

      4.5 
        SECURITIES
        MATTERS

       

      Parent
        agrees to use best efforts to satisfy the current public information
        requirements of Rule 144(c)(1) under the Act for so long as such requirements
        apply to a sale by the Selling Parties of the Parent Shares. Parent further
        agrees to reasonably cooperate with the Selling Parties in removing legends
        from
        the Stock Certificate representing the Parent Shares in connection with a
        sale
        under Rule 144 under the Act, including the provision of a legal opinion
        to the
        transfer agent in such form as the transfer agent may require (to the extent
        that legal counsel to Parent can reasonably provide such a legal
        opinion).

       


      
        
          
          

        

        
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      ARTICLE
        5

      THE
        CLOSING

       

      5.1 
        TIME
        AND PLACE

       

      The
        transfer of the Acquired Assets by Company to Buyer (the “Closing”)
        shall
        occur on the date of this agreement, and shall be effective as of 11:59 p.m.
        on
        that date. The Closing shall occur at the offices of Organic To Go, Inc.,
        3317
        3rd
        Avenue
        S, Suite A, Seattle, Washington, unless the parties otherwise agree in writing.
        That date, or if the Closing is advanced or postponed under this paragraph,
        then
        the date to which it is advanced or postponed, is called the “Closing
        Date”.

       

      5.2 
        SELLING
        PARTIES' OBLIGATIONS AT CLOSING

       

      At
        the
        Closing, Selling Parties shall deliver or cause to be delivered to
        Buyer.

       

      5.2(a) A
        Bill of
        Sale with respect to the Acquired Assets.

       

      5.2(b) An
        Assignment and Assumption of Lease signed by Company with respect to
1311
        F
        Street, N.W., Washington, D.C. 20004.

       

      5.2(c) An
        Assignment and Assumption of Lease signed by Company with respect to
1200
        19th
        Street, N.W., Washington, D.C. 20036.

       

      5.2(d) An
        Assignment and Assumption of Lease signed by Company with respect to
927
        15th
        Street, N.W., Washington, D.C. 20005, and an Amendment to Lease for that
        location in a form satisfactory to Buyer and signed by Company and the
        landlord.

       

      5.2(e) An
        Assignment and Assumption of and First Amendment to Retail Lease signed by
        Company, with respect to 1100
        Wilson Blvd., Arlington, VA 22209.

       

      5.2(f) A
        License
        Agreement with respect to (i) recipes used by Company and (ii) the Caterease
        software, in a form acceptable to Selling Parties and Buyer and signed by
        Company (the “License
        Agreement”).

       

      5.2(g) An
        Assignment of Names and Marks with respect to the trademarks and trade names
        listed in Section 2.12 of Schedule
        2.

       

      5.2(h) An
        Assignment and Assumption for the Corporate Food Services Agreement described
        in
        Section 2.16 of Schedule
        2
        (the
“Corporate
        Food Services Assignment”).

       

      5.2(i) Instruments
        of assignment and transfer of all other Acquired Assets (if any).

       

      Simultaneously
        with the consummation of the transfer, Company, through its officers, agents,
        and employees, will put Buyer into full possession and enjoyment of all
        properties and assets to be conveyed and transferred by this
        agreement.

       


      
        
          
          

        

        
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      Selling
        Parties, at any time after the Closing Date, shall execute, acknowledge,
        and
        deliver any further deeds, assignments, conveyances, and other assurances,
        documents, and instruments of transfer reasonably requested by Buyer, and
        will
        take any other action consistent with the terms of this agreement that may
        reasonably be requested by Buyer for the purpose of assigning, transferring,
        granting, conveying, and confirming to Buyer, or reducing to possession,
        any or
        all property to be conveyed and transferred by this agreement. If requested
        by
        Buyer, Company shall prosecute or otherwise enforce in its own name for the
        benefit of Buyer any claims, rights, or benefits that are transferred to
        Buyer
        by this agreement and that require prosecution or enforcement in Company's
        name.
        Any prosecution or enforcement of claims, rights, or benefits under this
        paragraph shall be solely at Buyer's expense, unless the prosecution or
        enforcement is made necessary by a breach of this agreement by the Selling
        Parties, or any of them.

       

      Buyer,
        at
        any time after the Closing Date, shall execute, acknowledge, and deliver
        any
        further assurances, documents, and instruments reasonably requested by Selling
        Parties, and will take any other action consistent with the terms of this
        agreement that may reasonably be requested by Selling Parties, for the purpose
        of confirming to Company, or reducing to Company’s possession, any or all of the
        Excluded Assets.

       

      5.3 
        BUYER'S
        OBLIGATIONS AT CLOSING

       

      At
        the
        Closing, Buyer shall deliver the following instruments and
        documents:

       

      5.3(a) Wire
        transfer to an account designated in writing by Company of immediately available
        funds in the aggregate amount of $3,500,000 plus
        the sum
        of: (a) the Purchase Price Credits, (b) the Closing Inventory Payment, and
        (c)
        the Supply Cost.

       

      5.3(b) An
        Assignment and Assumption of Lease signed by Buyer with respect to 1311
        F
        Street, N.W., Washington, D.C. 20004.

       

      5.3(c) An
        Assignment and Assumption of Lease signed by Buyer with respect to 1200
        19th
        Street, N.W., Washington, D.C. 20036.

       

      5.3(d) An
        Assignment and Assumption of Lease signed by Buyer with respect to 927
        15th
        Street, N.W., Washington, D.C. 20005.

       

      5.3(e) An
        Assignment and Assumption of and First Amendment to Retail Lease signed by
        Buyer, with respect to 1100
        Wilson Blvd., Arlington, VA 22209.

       

      5.3(f) The
        License Agreement, signed by Buyer.

       

      5.3(g) The
        Corporate Food Services Assignment, signed by Buyer.

       

      5.3(h) A
        certificate signed by an officer of Buyer confirming that Buyer is not aware
        of
        any breach of a representation of warranty by any Selling Party.

       

      The
        Stock
        Certificate for the Parent Shares shall be delivered within five (5) days
        after
        the Closing.

       


      
        
          
          

        

        
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            18 -

          
            

          

        

        
          
          

        

      


      5.4 
        EMPLOYMENT

       

      5.4(a) Buyer
        is
        not obligated to hire any Company employee, but intends to initially employ
        all
        Company employees. Buyer’s expressed intention to extend offers of employment
        shall not obligate Buyer to establish any employment relationship after the
        Closing, nor shall it govern the terms and conditions of any employment
        relationship which is established after the Closing. Any employment offered
        by
        Buyer shall be “at will,” terminable by Buyer or the employee at any time for
        any reason.

       

      5.4(b) 
        Effective immediately before the Closing, Company has terminated the employment
        of all of its employees. For a period of two (2) years following the Closing
        Date, neither Company nor Member shall solicit the employment or continued
        employment of any person employed by Company immediately before the
        Closing,
        provided that this sentence does not prohibit (A) soliciting employment by
        placement of general advertisements or postings for employees in newspapers
        or
        other means of general circulation,
        or (B)
        soliciting employment of persons who are not employed by Buyer within five
        (5)
        days after the Closing Date or who are employed by Buyer after the Closing
        Date
        but whose employment relationship with Buyer is subsequently terminated for
        any
        reason.
        Company
        shall be responsible for (i) the payment of all wages and other remuneration
        due
        to Company’s employees with respect to their services as employees of Seller
        through the close of business on the Closing Date, including pro rata bonus
        payments and all vacation pay earned before the Closing Date, (ii) any
        termination or severance payments pursuant to Company policy or applicable
        law,
        and the provision of health plan continuation coverage in accordance with
        the
        requirements of COBRA, and (iii) all claims made or incurred by Company
        employees and their beneficiaries under the plans listed in Section 2.15
        of
Schedule
        2.
        All
        Company employees who are participants in Company’s retirement plans shall
        retain their accrued, vested benefits under those plans, and Company shall
        retain sole liability for the payment of such benefits in accordance with
        the
        terms of those plans.

       

      ARTICLE
        6

      MISCELLANEOUS

       

      6.1 
        PUBLICITY

       

      All
        notices to third parties and all other publicity concerning the transactions
        contemplated by this agreement shall be jointly planned and coordinated by
        and
        between Buyer and Selling Parties, except as required by applicable law.
        None of
        the parties shall act unilaterally in this regard without the prior written
        approval of the others; this approval shall not be unreasonably withheld.
        

       

      6.2 
        EXPENSES

       

      Except
        as
        specifically provided herein, each of the parties shall pay all costs and
        expenses incurred or to be incurred by it in negotiating and preparing this
        agreement and in closing and carrying out the transactions contemplated by
        this
        agreement, including without limitation any fees of counsel, brokers or finders
        for such party.

       


      
        
          
          

        

        
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            19 -

          
            

          

        

        
          
          

        

      


      6.3 
        INTERPRETATION
        AND EFFECT OF HEADINGS

       

      This
        agreement shall be construed as if drafted jointly by all the parties. The
        subject headings of the paragraphs and subparagraphs of this agreement are
        included for purposes of convenience only, and shall not affect the construction
        or interpretation of any of its provisions.

       

      6.4 
        ENTIRE
        AGREEMENT; MODIFICATION; WAIVER

       

      This
        agreement (along with the Disclosure Schedules, exhibits and other documents
        delivered pursuant to this Agreement) constitutes the entire agreement among
        the
        parties pertaining to the subject matter contained in it and supersedes all
        prior and contemporaneous agreements, representations, and understandings
        of the
        parties with respect to such subject matter. No supplement, modification,
        or
        amendment of this agreement shall be binding unless executed in writing by
        all
        the parties. No waiver of any of the provisions of this agreement shall be
        deemed, or shall constitute, a waiver of any other provision, whether or
        not
        similar, nor shall any waiver constitute a continuing waiver. No waiver shall
        be
        binding unless executed in writing by the party making the waiver.

       

      6.5 
        COUNTERPARTS

       

      This
        agreement may be executed in multiple counterparts, each of which constitutes
        an
        original, and all of which, collectively, constitute only one agreement.
        The
        signatures of all of the parties need not appear on the same counterpart,
        and
        delivery of an executed counterpart signature page by U.S. mail, overnight
        courier, facsimile, or email is as effective as executing and delivering
        this
        agreement in the presence of the other parties to this agreement. 

       

      6.6 
        PARTIES
        IN INTEREST

       

      Nothing
        in this agreement, whether express or implied, is intended to confer any
        rights
        or remedies under or by any reason of this agreement on any persons other
        than
        the parties to it and their respective successors and assigns, nor is anything
        in this agreement intended to relieve or discharge the obligation or liability
        of any third persons to any party to this agreement, nor shall any provision
        give any third persons any right of subrogation or action over against any
        party
        to this agreement.

       

      6.7 
        ASSIGNMENT

       

      This
        agreement shall be binding on, and shall inure to the benefit of, the parties
        to
        it and their successors and permitted assigns, but shall not be assignable
        by
        any party without the prior written consent of the other parties.

       

      6.8 
        ARBITRATION

       

      Any
        dispute, claim or controversy arising out of or relating to this agreement
        or
        the breach, termination, enforcement, interpretation or validity thereof,
        including the determination of the scope or applicability of this agreement
        to
        arbitrate, shall be determined by arbitration in Washington, D.C. The
        arbitration shall be administered by JAMS pursuant to its Comprehensive
        Arbitration Rules and Procedures. Judgment on the arbitration award may be
        entered in any

       


      
        
          
          

        

        
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            20 -

          
            

          

        

        
          
          

        

      


      court
        having jurisdiction. This clause shall not preclude the parties from seeking
        provisional remedies in aid of arbitration from a court of appropriate
        jurisdiction.

       

      6.9 
        RECOVERY
        OF LITIGATION COSTS

       

      If
        any
        legal action, arbitration or other proceeding is brought for the enforcement
        of
        this agreement, or because of an alleged dispute, breach, default, or
        misrepresentation in connection with any of the provisions of this agreement,
        the successful or prevailing party or parties shall be entitled to recover
        reasonable attorneys’ fees and other costs incurred in that action or
        proceeding, in addition to any other relief to which it or they may be
        entitled.

       

      6.10 
        NOTICES

       

      All
        notices, requests, demands, and other communications under this agreement
        shall
        be in writing and shall be deemed to have been duly given on the date of
        service
        if served personally on the party to whom notice is to be given, or if mailed
        to
        the party to whom notice is to be given, five (5) days after being sent by
        first
        class mail, registered or certified, postage prepaid, or if sent by overnight
        courier service, one (1) business day after being sent, in each case properly
        addressed as follows:

       

      
        	
                To
                  Selling Parties at:

              	
                Ms.
                  Barbara Parasco

                Chief
                  Executive Officer

                Balducci’s

                10411
                  Motor City Drive

                Bethesda,
                  MD 20817

              
	 	 
	
                with
                  a copies to:

                 

              	
                Mr.
                  Theodore Young

                Managing
                  Director - Merchant Banking

                Bear
                  Stearns & Co. Inc.

                383
                  Madison Avenue - 40th
                  Floor

                New
                  York, NY 10179

              
	 	 
	 	
                Paul
                  M. Mahoney, Jr., Esq.

                Edwards
                  Angell Palmer & Dodge LLP

                2800
                  Financial Plaza

                Providence,
                  RI 02903

              
	 	 
	
                To
                  Buyer at:

                 

              	
                Mr.
                  Jason Brown

                Chief
                  Executive Officer

                Organic
                  To Go, Inc.

                3317
                  3rd
                  Ave. S, Suite A

                Seattle,
                  WA 98134 

              
	 	 
	
                with
                  a copy to:

                 

              	
                Edward
                  J. Willig, Esq.

                Carr,
                  McClellan, Ingersoll, Thompson & Horn, Professional Law
                  Corporation

                216
                  Park Road

                Burlingame,
                  CA 94010

              


      

       

       

      
        
          
          

        

        
          -
            21 -

          
            

          

        

        
          
          

        

      

       

      Any
        party
        may change its address for purposes of this paragraph by giving the other
        parties written notice of the new address in the manner set forth
        above.

       

      6.11 
        GOVERNING
        LAW

       

      This
        agreement shall be construed in accordance with, and governed by, the laws
        of
        the State of Delaware.

       

      6.12 
        SEVERABILITY

       

      If
        any
        provision of this agreement is held invalid or unenforceable by any court
        of
        final jurisdiction, it is the intent of the parties that all other provisions
        of
        this agreement be construed to remain fully valid, enforceable, and binding
        on
        the parties.

       

      


       

      REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

       


      
        
          
          

        

        
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            22 -

          
            

          

        

        
          
          

        

      


      [Signature
        page to Asset Purchase Agreement]

       

      IN
        WITNESS WHEREOF, the parties to this agreement have duly executed it as of
        the
        day and year first above written.

       

      


      
        	
                ORGANIC
                  TO GO, INC.

                a
                  Delaware corporation

                 

                 

                By:
                  __________________________________

                Name:
                  _______________________________

                Title:
                  ________________________________

                 

                 

                ORGANIC
                  TO GO FOOD CORPORATION

                a
                  Delaware corporation

                 

                 

                By:
                  __________________________________

                Name:
                  _______________________________

                Title:
                  ________________________________

              	
                HIGH
                  NOON HOLDINGS, LLC

                a
                  Delaware limited liability company 

                 

                 

                By:
                  ___________________________________

                Name:
                  _________________________________

                Title:
                  __________________________________

                 

                 

                BALDUCCI’S,
                  LLC

                a
                  Delaware limited liability company

                 

                 

                By:
                  ___________________________________

                Name:
                  _________________________________

                Title:
                  __________________________________

                 

              


      

      



      
        
          
          

        

        
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            23 -

          
            

          

        

        
          
          

        

      


      LIST
        OF SCHEDULES

      


      
        	
                Schedule

                 

              	
                Description

              
	
                1

                 

                1.2

                 

              	
                Assets
                  of Company

                 

                Purchase
                  Price Credits 

                 

              
	
                1.3

                 

              	
                Assumed
                  Liabilities

                 

              
	
                1.4

                 

              	
                Prorations
                  of Certain Invoices

                 

              
	
                2

                 

              	
                Disclosure
                  Schedule

                 

              
	
                2.5

                 

              	
                Absence
                  of Specified Changes

                 

              
	
                2.6

                 

              	
                Tax
                  Returns and Audits

                 

              
	
                2.7

                 

                2.9

                 

                2.10

                 

              	
                Leased
                  Real Property

                 

                Environmental

                 

                Inventory

                 

              
	
                2.11

                 

              	
                Other
                  Tangible Personal Property

                 

              
	
                2.12

                 

                2.14

                 

              	
                Intellectual
                  Property 

                 

                Top
                  20 Customers

                 

              
	
                2.15

                 

                2.16

                 

                2.17
                  

                 

              	
                Employment
                  Agreements

                 

                Other
                  Contracts 

                 

                Compliance
                  with Laws 

                 

              
	
                2.18

                 

                2.19

                 

                2.22

                 

              	
                Litigation

                 

                No
                  Breach or Violation

                 

                Officers
                  and Employees

                 

              


      

       

       

      
        
          
          

        

        
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            24 -

          
            

          

        

        
          
          

        

      

      


      
        	
                ARTICLE
                  1 PURCHASE AND SALE OF ASSETS

              	
                1

              
	
                1.1

              	
                SALE
                  AND TRANSFER OF ASSETS

              	
                1

              
	
                1.2

              	
                CONSIDERATION
                  FROM BUYER AT CLOSING

              	
                1

              
	
                1.3

              	
                ASSUMPTION
                  OF LIABILITIES

              	
                2

              
	
                1.4

              	
                INVENTORY
                  ADJUSTMENT, PRORATIONS AND DEPOSITS

              	
                2

              
	
                1.5

              	
                ALLOCATION
                  OF PURCHASE PRICE

              	
                3

              
	
                1.6

              	
                TAXES

              	
                3

              
	
                ARTICLE
                  2 SELLING PARTIES’ REPRESENTATIONS AND WARRANTIES

              	
                3

              
	
                2.1

              	
                ORGANIZATION,
                  STANDING AND QUALIFICATION OF COMPANY

              	
                3

              
	
                2.2

              	
                OWNERSHIP
                  OF COMPANY

              	
                3

              
	
                2.3

              	
                SUBSIDIARIES

              	
                4

              
	
                2.4

              	
                FINANCIAL
                  STATEMENTS

              	
                4

              
	
                2.5

              	
                ABSENCE
                  OF SPECIFIED CHANGES

              	
                4

              
	
                2.6

              	
                TAX
                  RETURNS AND AUDITS

              	
                5

              
	
                2.7

              	
                REAL
                  PROPERTY

              	
                5

              
	
                2.8

              	
                HAZARDOUS
                  MATERIALS.

              	
                5

              
	
                2.9

              	
                ENVIRONMENTAL

              	
                6

              
	
                2.10

              	
                INVENTORY

              	
                6

              
	
                2.11

              	
                OTHER
                  TANGIBLE PERSONAL PROPERTY

              	
                6

              
	
                2.12

              	
                INTELLECTUAL
                  PROPERTY

              	
                6

              
	
                2.13

              	
                TITLE
                  TO ASSETS

              	
                7

              
	
                2.14

              	
                CUSTOMERS
                  AND SALES

              	
                7

              
	
                2.15

              	
                EMPLOYMENT
                  AGREEMENTS

              	
                7

              
	
                2.16

              	
                OTHER
                  CONTRACTS

              	
                8

              
	
                2.17

              	
                COMPLIANCE
                  WITH LAWS

              	
                8

              
	
                2.18

              	
                LITIGATION

              	
                8

              
	
                2.19

              	
                AGREEMENT
                  WILL NOT CAUSE BREACH OR VIOLATION

              	
                8

              
	
                2.20

              	
                AUTHORITY
                  AND CONSENTS

              	
                9

              


      

       

       

      
        
          
          

        

        
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            i -

          
            

          

        

        
          
          

        

      

       

       

      
        	
                2.21

              	
                INTEREST
                  IN CUSTOMERS, SUPPLIERS, AND COMPETITORS

              	
                9

              
	
                2.22

              	
                IDENTIFICATION
                  AND COMPENSATION

              	
                9

              
	
                2.23

              	
                COMPANY
                  DOCUMENTS

              	
                9

              
	
                2.24

              	
                ACQUISITION
                  OF SHARES FOR OWN ACCOUNT

              	
                9

              
	
                2.25

              	
                DISCLOSURE
                  OF INFORMATION

              	
                9

              
	
                2.26

              	
                INVESTMENT
                  EXPERIENCE

              	
                9

              
	
                2.27

              	
                ACCREDITED
                  INVESTOR

              	
                10

              
	
                2.28

              	
                RESTRICTED
                  SECURITIES

              	
                10

              
	
                2.29

              	
                FURTHER
                  LIMITATIONS ON DISPOSITION

              	
                10

              
	
                2.30

              	
                LEGEND:
                  The Stock Certificate may bear the following legend:

              	
                10

              
	
                2.31

              	
                NO
                  ADVERTISEMENT

              	
                11

              
	
                2.32

              	
                FULL
                  DISCLOSURE

              	
                11

              
	
                2.33

              	
                DISCLAIMER
                  OF OTHER REPRESENTATIONS AND WARRANTIES

              	
                11

              
	
                ARTICLE
                  3 BUYER’S AND PARENT’S REPRESENTATIONS AND WARRANTIES

              	
                11

              
	
                3.1

              	
                ORGANIZATION,
                  STANDING AND QUALIFICATION OF BUYER AND PARENT

              	
                11

              
	
                3.2

              	
                BUYER
                  AND BUYER’S NET WORTH

              	
                11

              
	
                3.3

              	
                SEC
                  FILINGS; FINANCIAL STATEMENTS

              	
                12

              
	
                3.4

              	
                TAX
                  RETURNS AND AUDITS

              	
                12

              
	
                3.5

              	
                COMPLIANCE
                  WITH LAWS

              	
                12

              
	
                3.6

              	
                LITIGATION

              	
                12

              
	
                3.7

              	
                AGREEMENT
                  WILL NOT CAUSE BREACH OR VIOLATION

              	
                13

              
	
                3.8

              	
                AUTHORITY
                  AND CONSENTS

              	
                13

              
	
                3.9

              	
                FULL
                  DISCLOSURE

              	
                13

              
	
                ARTICLE
                  4 OBLIGATIONS OF THE PARTIES AFTER CLOSING

              	
                13

              
	
                4.1

              	
                INDEMNIFICATION

              	
                13

              
	
                4.2

              	
                SURVIVAL
                  OF REPRESENTATIONS AND OBLIGATIONS

              	
                16

              
	
                4.3

              	
                CONFIDENTIAL
                  INFORMATION

              	
                16

              
	
                4.4

              	
                COMPANY
                  NOT TO USE NAMES

              	
                16

              
	
                4.5

              	
                SECURITIES
                  MATTERS

              	
                16

              
	
                ARTICLE
                  5 THE CLOSING

              	
                17

              
	
                5.1

              	
                TIME
                  AND PLACE

              	
                17

              
	
                5.2

              	
                SELLING
                  PARTIES' OBLIGATIONS AT CLOSING

              	
                17

              


      

       

      
        
          
          

        

        
          -
            ii -

          
            

          

        

        
          
          

        

      

       

      
        	
                5.3

              	
                BUYER'S
                  OBLIGATIONS AT CLOSING

              	
                18

              
	
                5.4

              	
                EMPLOYMENT

              	
                19

              
	
                ARTICLE
                  6 MISCELLANEOUS

              	
                19

              
	
                6.1

              	
                PUBLICITY

              	
                19

              
	
                6.2

              	
                EXPENSES

              	
                19

              
	
                6.3

              	
                INTERPRETATION
                  AND EFFECT OF HEADINGS

              	
                20

              
	
                6.4

              	
                ENTIRE
                  AGREEMENT; MODIFICATION; WAIVER

              	
                20

              
	
                6.5

              	
                COUNTERPARTS

              	
                20

              
	
                6.6

              	
                PARTIES
                  IN INTEREST

              	
                20

              
	
                6.7

              	
                ASSIGNMENT

              	
                20

              
	
                6.8

              	
                ARBITRATION

              	
                20

              
	
                6.9

              	
                RECOVERY
                  OF LITIGATION COSTS

              	
                21

              
	
                6.10

              	
                NOTICES

              	
                21

              
	
                6.11

              	
                GOVERNING
                  LAW

              	
                22

              
	
                6.12

              	
                SEVERABILITY

              	
                22

              


      

       

       

      -
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