AGREEMENT
      OF PURCHASE AND SALE OF ASSETS

     

    AMONG

     

    ORGANIC
      TO GO, INC.

     

    ORGANIC
      TO GO FOOD CORPORATION

     

    KASHOU
      BROTHERS, INC.

     

    doing
      business as

     

    BROTHERS
      RESTAURANT
      &
      DELI

     

    STEVE
      KASHOU

     

    EDWARD
      KASHOU

     

    JAMES
      KASHOU

     

    AND

     

    SAMI
      KASHOU

     

     

    ___________________,
      2007

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    AGREEMENT
      OF PURCHASE AND SALE OF ASSETS

     

    THIS
      AGREEMENT OF PURCHASE AND SALE OF ASSETS is made as of _____________, 2007,
      by
      and among KASHOU BROTHERS, INC., a California corporation doing business as
      “BROTHERS RESTAURANT & DELI” (“Company”),
      STEVE
      KASHOU, EDWARD KASHOU, JAMES KASHOU, SAMI KASHOU (each a “Shareholder”
      and
collectively
      the “Shareholders”),
      ORGANIC TO GO, INC., a Delaware corporation (“Buyer”)
      and
      ORGANIC TO GO FOOD CORPORATION, a Delaware corporation (“Parent”).
      Company and Shareholders are collectively 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, at the Closing (as
      hereinafter defined), 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 on Schedule 1 attached to this
      agreement, other than the property and rights specifically excluded in
      Schedule 1 attached to this agreement (the “Excluded
      Assets”).
      The
      assets acquired by Buyer pursuant to this agreement are referred to as the
      “Acquired
      Assets”.

     

    
      	 	
              1.2

            	
              CONSIDERATION
                FROM BUYER AT CLOSING

            


    

     

    The
      total
      purchase price of the Acquired Assets shall be Three Million Dollars
      ($3,000,000). As payment of such purchase price, Buyer shall deliver to
      Company:

     

    1.2(a) Cash
      at Closing.
      At the
      Closing, cash, by bank cashier’s check, or by wire transfer, in the amount of
      Two Million Four Hundred Thousand Dollars ($2,400,000) made payable to the
      Handal & Associates Attorney Client Trust Account.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.2(b) Additional
      Cash.
      Cash, by
      check or by wire transfer, in the total amount of Three Hundred Thousand Dollars
      ($300,000) made payable to the Handal & Associates Attorney Client Trust
      Account in two installments as provided below. Each installment shall bear
      interest at the rate of five and one-half percent (5.5%) per year from the
      Closing Date until paid, and interest shall be payable on each installment
      when
      such installment is due. If at any time or from time to time Buyer shall be
      entitled to be paid any amount pursuant to this agreement, Buyer shall be
      entitled, if it so elects, to set-off such amount against the amount payable
      under this paragraph 1.2(b). This right of set-off shall be in addition to
      and
      not in substitution of any other rights to which Buyer shall be
      entitled.

     

    (i) One
      Hundred Fifty Thousand Dollars ($150,000) ninety (90) days after the Closing;
      and

     

    (ii) One
      Hundred Fifty Thousand Dollars ($150,000) one hundred twenty (120) days after
      the Closing.

     

    1.2(c) Parent
      Common Stock.
      Three
      stock certificates in equal allotments to Steve Kashou, Edward Kashou and James
      Kashou (the “Stock
      Certificates”)
      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 One
      Hundred Thousand Dollars ($100,000) each which shall be delivered to the above
      named Shareholders for the benefit of Company within ten (10) business days
      after the Closing. 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 ten (10) consecutive trading days ending three (3) trading days before
      the
      Closing. Sami Kashou waives any right he may have to receive any of the Parent
      Shares.

     

    
      	 	
              1.3

            	
              ASSUMPTION
                OF LIABILITIES

            


    

     

    Buyer
      shall not assume any contracts, 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, obligations, debts or liabilities of Company of any kind and nature,
      other than those listed on Schedule 1.3,
      if
      any.

     

    
      	 	
              1.4

            	
              ALLOCATION
                OF PURCHASE PRICE

            


    

     

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

     

    
      	1. 	
              Furniture,
                Fixtures and Equipment(other
                than vehicles)

            	 	
              $

            	
              200,000

            	 
	 	 	 	 	 	 
	2.	
              Motor
                Vehicles

            	 	
              $

            	
              10,000

            	 
	 	 	 	 	 	 
	3.	
              Goodwill,
                Trade Name and Intangible Assets

            	 	
              $

            	
              2,790,000

            	 
	 	 	 	 	 	 
	 	Total
              Purchase Price	 	
              $

            	
              3,000,000

            	 


    

    


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

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.5

            	
              TAXES

            


    

     

    Buyer
      shall pay all sales and use taxes arising out of the transfer of the Acquired
      Assets. 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’s
      business. 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 corporation duly organized, validly existing, and in good standing under
      the laws of the State of California and has all necessary powers to own its
      properties and to operate its business as now owned and operated by it; and
      neither the ownership of its properties nor the nature of its business requires
      Company to be qualified in any jurisdiction other than the state of its
      organization.

     

    
      	 	
              2.2

            	
              SHARE
                OWNERSHIP

            


    

     

    Shareholders
      own, beneficially and of record, all of the outstanding shares of capital stock
      of Company free and clear of all liens, encumbrances, security agreements,
      equities, options, claims, charges, and restrictions. There are no outstanding
      subscriptions, options, rights, warrants, convertible securities, or other
      agreements or commitments obligating Company to issue or to transfer any
      additional shares of its capital stock, or any other interests in
      Company.

     

    
      	 	
              2.3

            	
              SUBSIDIARIES

            


    

     

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

     

    
      	 	
              2.4

            	
              FINANCIAL
                STATEMENTS

            


    

     

    Schedule 2
      to this
      agreement includes the balance sheets of Company as of December 31,
2004,
      2005 and
      2006,
      together with related statements of operations, stockholder’s equity and cash
      flows for the periods then ended, prepared by Company’s independent public
      accountants. Schedule 2
      to this
      agreement also includes the unaudited balance sheet of Company as of
July
      31,
      2007
      together with the related unaudited statement of operations for the period
      ended
      on that date. The financial statements in Schedule 2
      are
      referred to as the “Financial
      Statements”.
      The
      Financial Statements have been prepared in accordance with generally accepted
      accounting principals consistently followed by Company throughout the periods
      indicated, and fairly present 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.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.5

            	
              ABSENCE
                OF SPECIFIED CHANGES.

            


    

     

    Since
      July 31, 2007 there has been no:

     

    2.5(a) Transaction
      by Company except in the ordinary course of business as conducted on that
      date;

     

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

     

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

     

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

     

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

     

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

     

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

     

    2.5(h) 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;

     

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

     

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

     

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

     

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

     

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

     

    2.5(n) Commencement
      or notice or threat of commencement of any civil litigation or any governmental
      proceeding against or investigation of Company or the affairs of either of
      them;

     

    2.5(o) Other
      event or condition of any character that has or might reasonably have a material
      and adverse effect on the financial condition, business, assets, or prospects
      of
      Company;

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    2.5(p) Agreement
      by Company to do any of the things described in the preceding clauses (a)
      through (o).

     

    
      	 	
              2.6

            	
              DEBTS,
                LIABILITIES AND OBLIGATIONS

            


    

     

    A
      true
      and complete schedule of all debts, liabilities and obligations of Company
      is
      provided in Section 2.6 of Schedule 2.
      Company
      has no debts, liabilities, or obligations of any nature, whether accrued,
      absolute, contingent, or otherwise, and whether due or to become due, that
      are
      not set forth in Section 2.6 of Schedule 2.

     

    
      	 	
              2.7

            	
              TAX
                RETURNS AND AUDITS

            


    

     

    Within
      the times and in the manner prescribed by law, Company has filed all federal,
      state, and local tax returns required by law and has paid all taxes,
      assessments, and penalties due and payable, including without limitation all
      sales taxes. There are no present disputes or claims as to taxes of any nature
      payable by Company. All tax returns and reports filed by Company are true,
      correct and complete. Company has delivered or made available to Buyer copies
      of
      all tax returns filed by Buyer since January
      1, 2004.
      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.

     

    
      	 	
              2.8

            	
              REAL
                PROPERTY

            


    

     

    A
      complete list of all real property owned by or leased to Company is provided
      in
      Section 2.8 of Schedule 2
      to this
      agreement. The zoning of each property described in Section 2.8 of
Schedule 2
      permits
      the presently existing improvements and continuation of the business presently
      being conducted on such property. All buildings and other improvements located
      on such real property are in good condition and repair, ordinary wear and tear
      excepted.

     

    
      	 	
              2.9

            	
              HAZARDOUS
                MATERIALS

            


    

     

    To
      the
      best knowledge and belief of Selling Parties, there are no underground storage
      tanks located on the real property described in Section 2.8 of Schedule 2
      in which
      any hazardous material, as defined below, has been or is begin 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. 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.

     

    
      	 	
              2.10

            	
              ENVIRONMENTAL

            


    

     

    To
      the
      best knowledge and belief of Selling Parties, except as disclosed in
      Section 2.10 of Schedule 2,
      (i) Company complies in all respects 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 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 problems
      relating to toxic or hazardous wastes, and (v) Company does not have any
      contingent liability in connection with any release of any hazardous or toxic
      waste, substance or constituent, or other substance into the
      environment.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.11

            	
              INVENTORY

            


    

     

    The
      inventories of raw materials, work in progress, and finished goods
      (collectively, “Inventories”)
      shown
      on Company’s balance sheet as of July 31, 2007, 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 on
      a
      first-in, first-out basis consistent with prior years. Except for sales made
      in
      the ordinary course of business since that date, all the Inventories are the
      property of the Company. No items are subject to any security interest, except
      as set forth in Schedule 2.

     

    
      	 	
              2.12

            	
              OTHER
                TANGIBLE PERSONAL PROPERTY

            


    

     

    The
      books
      and records of Company contain a complete and accurate description, and specify
      the location, of all motor vehicles, machinery, equipment, furniture, fixtures,
      supplies, tools, and all other tangible personal property owned by, in the
      possession of, or used by Company in connection with its business. The Acquired
      Assets constitute all 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 as
      stated in Schedule 2.
      All
      such personal property is in good operating condition and repair, ordinary
      wear
      and tear excepted.

     

    
      	 	
              2.13

            	
              INTELLECTUAL
                PROPERTY

            


    

     

    To
      the
      best knowledge and belief of Selling Parties, Company has not infringed, and
      is
      not now infringing, on any trade name, trademark, service mark, copyright,
      patent, trade secret, or other intellectual property right belonging to any
      other person, firm, or Company. A schedule of all intellectual property,
      including without limitation, trade names, trademarks, service marks,
      copyrights, patents and trade secrets and their registrations, 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 2.13 of Schedule 2
      (“Company
      Intellectual Property”).
      Except
      as set forth in Schedule 2,
      to the
      best knowledge and belief of Selling Parties, 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 2.13
      of Schedule 2),
      and
      that use does not, and will not, conflict with, infringe, on or otherwise
      violate any rights of others. To the best knowledge and belief of Selling
      Parties, Company has the right and authority to use the Company Intellectual
      Property as currently used by it, and that use does not, and will not, conflict
      with, infringe on, or violate any intellectual property rights of others. To
      the
      best knowledge and belief of Selling Parties, 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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.14

            	
              TITLE
                TO ASSETS

            


    

     

    Company
      has good and marketable title to all its assets and interests 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 (i) the lien of current taxes not yet due and
      payable, and (ii) possible minor matters that, in the aggregate, are not
      substantial in amount and do not materially detract from or interfere with
      the
      present or intended use of any of these assets, nor materially impair business
      operations. Company is in possession of all premises leased to it from others.
      Company does not occupy any real property in violation of any law, regulation,
      or decree.

     

    
      	 	
              2.15

            	
              CUSTOMERS
                AND SALES

            


    

     

    Correct
      and current lists of Company’s twenty (20) largest customers together with
      summaries of the sales made to each customer during 2005 and during 2006 are
      included in Section 2.15 of Schedule 2.
      Except
      as indicated in Section 2.15 of Schedule 2,
      no
      Selling Party has any information, nor is aware of any fact, indicating that
      any
      of these customers intends to cease doing business with Company or materially
      alter the amount of the business that such customer is presently doing with
      Company.

     

    
      	 	
              2.16

            	
              EMPLOYMENT
                AGREEMENTS

            


    

     

    A
      list of
      all employment agreements, severance agreements, collective bargaining
      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 2.16 of Schedule 2.
      All of
      these agreements are in full force and effect, and neither Company 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
      organizational activity or other labor dispute against or affecting Company,
      nor
      is any application or petition for an election of or for certification of a
      collective bargaining agent pending. Company
      does not provide or sponsor any retirement plan or retirement benefits for
      any
      of its current or past employees.

     

    
      	 	
              2.17

            	
              INSURANCE
                POLICIES.

            


    

     

    A
      description of all insurance policies held by Company concerning its business
      and properties, and the respective principal amounts of each, is provided in
      Section 2.17 of Schedule 2.
      Company
      has maintained and now maintains (i) insurance on all its assets and business
      of
      a type customarily insured, covering property damage and loss of income by
      fire
      or other casualty, and (ii) adequate insurance protection against all
      liabilities, claims, and risks against which it is customary to insure. Company
      is not in default with respect to payment of premiums on any such policy. No
      claim is pending under any such policy.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.18

            	
              OTHER
                CONTRACTS

            


    

     

    Except
      for the agreements listed in Section 2.17 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 agreement not entered into in the ordinary
      course of business, any indenture, mortgage, deed of trust, lease, or any
      agreement that is unusual in nature, duration, or amount (including, without
      limitation, 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 $20,000). There is no default or event
      that with notice or lapse of time, or both, would constitute a default by any
      party to any of these agreements. Company has received no 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. 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 2.17 of Schedule 2.

     

    
      	 	
              2.19

            	
              COMPLIANCE
                WITH LAWS

            


    

     

    Company
      has complied 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. Company has all 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.

     

    
      	 	
              2.20

            	
              LITIGATION

            


    

     

    There
      is
      no suit, action, arbitration, or legal, administrative, or other proceeding,
      or
      governmental investigation, pending or threatened, to the best knowledge of
      Selling Parties, against or affecting Company or its businesses, assets, or
      financial condition, except as set forth in Schedule 2.
      The
      litigation matters set forth in Schedule 2,
      if
      decided adversely to Company, will not result in a material adverse change
      in
      the business, assets, or financial condition of Company. Selling Parties have
      furnished or made available to Buyer copies of all relevant court papers and
      other documents relating to the matters set forth in 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 Schedule 2,
      Company
      is not presently engaged in any legal action to recover monies due to it or
      damages sustained by it.

     

    
      	 	
              2.21

            	
              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
      articles of incorporation or bylaws of Company or any lease, license, promissory
      note, conditional sales contract, commitment, indenture, mortgage, deed of
      trust, or other agreement, instrument, or arrangement to which any Shareholder
      or Company is a party or by which any of them or the property of any of them
      is
      bound; or (ii) the creation or imposition of any lien, charge, or
      encumbrance on any of the properties of Company.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.22

            	
              AUTHORITY
                AND CONSENTS

            


    

     

    Selling
      Parties have the right, power, legal capacity, and authority to enter into,
      and
      perform their respective obligations under, this agreement, and no approvals
      or
      consents of any persons other than Selling Parties are necessary in connection
      with it. The execution and delivery of this agreement by Company has been duly
      authorized by all necessary corporate action.

     

    
      	 	
              2.23

            	
              INTEREST
                IN CUSTOMERS, SUPPLIERS, AND
                COMPETITORS

            


    

     

    No
      Shareholder, nor any officer, director, or employee of Company nor any spouse
      or
      child of any of them, has any direct or indirect 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, except as stated in Schedule 2.

     

    
      	 	
              2.24

            	
              IDENTIFICATION
                AND COMPENSATION

            


    

     

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

     

    
      	 	
              2.25

            	
              COMPANY
                DOCUMENTS

            


    

     

    Selling
      Parties have furnished to Buyer, for its examination, copies of Company’s
      articles of incorporation and bylaws.

     

    
      	 	
              2.26

            	
              ACQUISITION
                OF SHARES FOR OWN ACCOUNT

            


    

     

    The
      Parent Shares will be acquired for investment for Company’s own account, not as
      a nominee or agent, and not with a view to the resale or distribution of any
      part thereof, and Company has no present intention of selling, granting any
      participation in, or otherwise distributing the Parent Shares. Company 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.

     

    
      	 	
              2.27

            	
              DISCLOSURE
                OF INFORMATION

            


    

     

    Company
      believes it has received all of the information it considers necessary or
      appropriate for deciding whether to acquire the Parent Shares. Company has
      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. The foregoing, however,
      does not limit or modify the representations and warranties of Buyer in
      Article 3 of this agreement or the right of Company to rely
      thereon.

     

    
      	 	
              2.28

            	
              INVESTMENT
                EXPERIENCE

            


    

     

    Selling
      Parties are investors in securities of companies in the development stage and
      are able to fend for themselves, 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.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.29

            	
              ACCREDITED
                INVESTOR

            


    

     

    Each
      Shareholder who is to receive any portion of the Parent Shares has a net worth
      in excess of $1,000,000 (including his interest in Company).

     

    
      	 	
              2.30

            	
              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.

     

    
      	 	
              2.31

            	
              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:

     

    (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

     

    (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 except in unusual
      circumstances.

     

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

     

    
      	 	
              2.32

            	
              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.”

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              2.33

            	
              NO
                ADVERTISEMENT

            


    

     

    The
      issuance of the Parent Shares has not been accomplished by the publication
      of
      any advertisement.

     

    
      	 	
              2.34

            	
              FULL
                DISCLOSURE

            


    

     

    None
      of
      the representations and warranties made by Shareholders or Company, or made
      in
      any certificate or memorandum furnished or to be furnished by any of them,
      or on
      their behalf, contains or will contain any untrue statement of a material fact,
      or omits any material fact the omission of which would be
      misleading.

     

    ARTICLE
      3


     

    REPRESENTATIONS
      AND WARRANTIES OF BUYER AND PARENT

     

    Buyer
      and
      Parent 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 do intrastate business and is
      in
      good standing in California and in each other jurisdiction in which the nature
      of Buyer’s business or of its properties makes such qualification
      necessary.

     

    
      	 	
              3.2

            	
              SUBSIDIARY

            


    

     

    Parent
      is
      the sole stockholder of Buyer.

     

    
      	 	
              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).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    3.3(c) Since
      the
      date of the most recent filing 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 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
      articles of in Company 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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              3.9

            	
              FULL
                DISCLOSURE

            


    

     

    None
      of
      the representations and warranties made by Buyer and/or Parent, or made in
      any
      certificate or memorandum furnished or to be furnished by Buyer or Parent,
      or on
      its behalf, contains or will contain any untrue statement of a material fact,
      or
      omits any material fact the omission of which would be misleading.

     

    ARTICLE
      4


     

    SELLING
      PARTIES' OBLIGATIONS BEFORE CLOSING

     

    Selling
      Parties covenant that from the date of this agreement until the Closing they
      are
      bound by the obligations stated in this Article 4.

     

    
      	 	
              4.1

            	
              BUYER'S
                ACCESS TO PREMISES AND
                INFORMATION

            


    

     

    Buyer
      and
      its counsel, accountants, and other representatives shall have full access
      during normal business hours to all properties, books, accounts, records,
      contracts, and documents of or relating to Company. Company shall furnish or
      cause to be furnished to Buyer and its representatives all data and information
      concerning Company's business, finances, and properties that may reasonably
      be
      requested.

     

    
      	 	
              4.2

            	
              CONDUCT
                OF BUSINESS IN NORMAL COURSE

            


    

     

    Company
      will carry on its business and activities diligently and in substantially the
      same manner as they previously have been carried out, and shall not make or
      institute any unusual or novel methods of production, purchase, sale, lease,
      management, accounting, or operation that will vary materially from those
      methods used by Company as of the date of this agreement.

     

    
      	 	
              4.3

            	
              PRESERVATION
                OF BUSINESS AND RELATIONSHIPS

            


    

     

    Company
      will use its best efforts to preserve its business organization intact, to
      keep
      available its present officers and employees, and to preserve its present
      relationships with suppliers, customers, and others having business
      relationships with it. In so doing, Company will make no commitments on Buyer's
      behalf.

     

    
      	 	
              4.4

            	
              MAINTENANCE
                OF INSURANCE

            


    

     

    Company
      will continue to carry its existing insurance, subject to variations in amounts
      required by the ordinary operations of its business.

     

    
      	 	
              4.5

            	
              EMPLOYEES
                AND COMPENSATION.

            


    

     

    Company
      will not do or agree to do any of the following acts: (i) grant any increase
      in
      salaries payable or to become payable by either of them, to any officer,
      employee, sales agent, or representative; (ii) increase benefits payable to
      any
      officer, employee, sales agent, or representative under any bonus or pension
      plan or other contract or commitment; or (iii) enter into or modify any
      collective bargaining agreement to which it is a party or by which it may be
      bound.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.6

            	
              NEW
                TRANSACTIONS

            


    

     

    Company
      will not, without Buyer's written consent, enter into any contract, commitment,
      or transaction not in the usual and ordinary course of its
      business.

     

    
      	 	
              4.7

            	
              EXISTING
                AGREEMENTS

            


    

     

    Company
      will not modify, amend, cancel or terminate any of its existing contracts or
      agreements, or agree to do any of these acts.

     

    
      	 	
              4.8

            	
              CONSENTS
                OF OTHERS

            


    

     

    As
      soon
      as reasonably practical after the execution and delivery of this agreement,
      and
      in any event on or before the Closing Date, Selling Parties will obtain and
      furnish executed copies of the written consents of the persons described in
      Schedule 4.8.
      Buyer
      will exercise its best efforts, and execute and deliver any documents and
      instruments that may be reasonably required, to assist Selling Parties in
      obtaining such consents. Buyer shall not be obligated under this paragraph
      to
      execute any guaranty, assumption of liability, or other document or instrument
      requiring it to assume obligations not contemplated by this
      agreement.

     

    
      	 	
              4.9

            	
              DOCUMENTATION
                OF PROCEDURES AND TRADE SECRETS

            


    

     

    At
      the
      written request of Buyer, Company will document and describe any of its trade
      secrets, processes, or business procedures specified by Buyer, in form and
      content satisfactory to Buyer.

     

    
      	 	
              4.10

            	
              REPRESENTATIONS
                AND WARRANTIES TRUE AT CLOSING

            


    

     

    All
      representations and warranties of Selling Parties set forth in this agreement
      and in any written statements delivered to Buyer by Selling Parties under this
      agreement will also be true and correct as of the Closing Date as if made on
      that date.

     

    
      	 	
              4.11

            	
              NOTIFICATION

            


    

     

    Between
      the date of this agreement and the Closing, Selling Parties shall promptly
      notify Buyer in writing if any of them becomes aware of (a) any fact or
      condition that causes or constitutes a breach of any of Selling Parties’
representations and warranties made as of the date of this agreement or (b)
      the
      occurrence after the date of this agreement of any fact or condition that would
      or be reasonably likely to (except as expressly contemplated by this agreement)
      cause or constitute a breach of any such representation or warranty had that
      representation or warranty been made as of the time of the occurrence of, or
      such Selling Party’s discovery of, such fact or condition. Should any such fact
      or condition require any change to the Disclosure Schedule, Selling Parties
      shall promptly deliver to Buyer a supplement to the Disclosure Schedule,
      specifying such change. Such delivery shall not affect any rights of Buyer
      under
      this agreement. During the same period, Selling Parties also shall promptly
      notify Buyer of the occurrence of any breach of any covenant of Selling Parties
      in this Article 4 or of the occurrence of any event that may make the
      satisfaction of the conditions in Article 6 impossible or
      unlikely.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.12

            	
              NO
                NEGOTIATION

            


    

     

    Until
      such time as this agreement shall be terminated, no Selling Party shall directly
      or indirectly solicit, initiate, encourage or entertain any inquiries or
      proposals from, discuss or negotiate with, provide any nonpublic information
      to
      or consider the merits of any inquiries or proposals from any person (other
      than
      Buyer) relating to any business combination transaction involving Company,
      including the sale by Shareholders of Company’s stock, the merger or
      consolidation of Company or the sale of Company’s business or any of the
      Acquired Assets (other than in the ordinary course of business). Selling Parties
      shall notify Buyer of any such inquiry or proposal within twenty-four (24)
      hours
      of receipt or awareness of the same by any Selling Party.

     

    ARTICLE
      5


     

    BUYER'S
      OBLIGATIONS BEFORE CLOSING

     

    
      	 	
              5.1

            	
              SECURING
                CONSENTS OF THIRD PARTIES

            


    

     

    Buyer
      will use its best efforts to assist Company in obtaining the consent of all
      necessary persons and agencies to the assignment and transfer to Buyer of any
      and all properties, assets, and agreements, to be assigned and transferred
      under
      this agreement.

     

    
      	 	
              5.2

            	
              RESALE
                CERTIFICATE

            


    

     

    Buyer
      shall furnish any resale certificate or other documents reasonably requested
      by
      Company to comply with the provisions of the sales and use tax laws of the
      State
      of California.

     

    
      	 	
              5.3

            	
              BULK
                SALES LAW

            


    

     

    Buyer
      waives compliance with the provisions of the California Commercial Code relating
      to bulk transfers in connection with this sale of assets, subject to the
      indemnities of Selling Parties contained in this agreement.

     

    ARTICLE
      6


     

    CONDITIONS
      PRECEDENT TO BUYER'S PERFORMANCE

     

    The
      obligations of Buyer to purchase the Acquired Assets under this agreement are
      subject to the satisfaction, at or before the Closing, of all the conditions
      set
      out below in this article. Buyer may waive any or all of these conditions in
      whole or in part without prior notice; provided, however, that no such waiver
      of
      a condition shall constitute a waiver by Buyer of any of its other rights or
      remedies, at law or in equity, if any Shareholder or Company shall be in default
      of any of their representations, warranties, or covenants under this
      agreement.

     

    
      	 	
              6.1

            	
              ACCURACY
                OF SELLING PARTIES' REPRESENTATIONS AND
                WARRANTIES

            


    

     

    Except
      as
      otherwise permitted by this agreement, all representations and warranties by
      the
      Selling Parties, or any of them, in this agreement or in any written statement
      that shall be delivered to Buyer by any of them under this agreement shall
      be
      true (in all material respects), on and as of the Closing Date as though made
      at
      that time.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.2

            	
              PERFORMANCE
                BY SELLING PARTIES

            


    

     

    Selling
      Parties shall have performed, satisfied, and complied with all covenants,
      agreements, and conditions required by this agreement to be performed or
      complied with by them, or any of them, on or before the Closing
      Date.

     

    
      	 	
              6.3

            	
              NO
                MATERIAL ADVERSE CHANGE

            


    

     

    There
      shall not have been any Material (as defined below) adverse change in the
      financial condition or the results of operations of Company and Company shall
      not have sustained any Material loss or damage to its assets, whether or not
      insured, that materially affects its ability to conduct a material part of
      its
      business, during the period ending on the Closing Date and beginning July 31,
      2007. For purposes of this Section, “Material” means more than
      $200,000.

     

    
      	 	
              6.4

            	
              CERTIFICATION
                BY COMPANY

            


    

     

    Buyer
      shall have received a certificate, dated the Closing Date, signed and verified
      by Company's president or vice president and treasurer or assistant treasurer,
      certifying, in such detail as Buyer and its counsel may reasonably request,
      that
      the conditions specified in Sections 6.1,  6.2, and  6.3 of this
      agreement have been satisfied (the “Closing
      Certificate”).

     

    
      	 	
              6.5

            	
              ABSENCE
                OF LITIGATION

            


    

     

    No
      action, suit, or proceeding before any court or any governmental body or
      authority, pertaining to the transaction contemplated by this agreement or
      to
      its consummation, shall have been instituted or threatened on or before the
      Closing Date.

     

    
      	 	
              6.6

            	
              CORPORATE
                APPROVAL

            


    

     

    The
      execution and delivery of this agreement by Company and the performance of
      its
      covenants and obligations under it, shall have been duly authorized by all
      necessary corporate action, and Buyer shall have received copies of all
      resolutions pertaining to that authorization, certified respectively by the
      secretary of Company.

     

    
      	 	
              6.7

            	
              CONSENTS

            


    

     

    All
      necessary agreements and consents to the consummation of the transactions
      contemplated by this agreement, or otherwise pertaining to the matters covered
      by it, shall have been obtained by Selling Parties and delivered to
      Buyer.

     

    
      	 	
              6.8

            	
              CONSULTING
                AGREEMENT

            


    

     

    A
      Consulting Agreement, dated the Closing Date, shall have been executed and
      delivered by Company to Buyer in the form set forth in Schedule 6.12
      attached to this agreement (the “Consulting
      Agreement”).

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	 	
              6.9

            	
              APPROVAL
                OF DOCUMENTATION

            


    

     

    The
      form
      and substance of all certificates, instruments, and other documents delivered
      to
      Buyer under this agreement shall be satisfactory in all reasonable respects
      to
      Buyer and its counsel.

     

    
      	 	
              6.10

            	
              ASSIGNMENTS
                OF LEASES, CONSENTS TO ASSIGNMENT AND ESTOPPEL
                CERTIFICATES

            


    

     

    Selling
      Parties shall have delivered or caused to be delivered an Assignment of Lease
      and Landlord’s Consent to Assignment (including without limitation landlords’
consent to the assignment of all options to extend and other rights held by
      Company) and an Estoppel Certificate, each in form and substance reasonably
      satisfactory to Buyer, with respect to each of the following
      locations:

     

    6.10(a) 4250
      Executive Square, Suite 125, La Jolla, California;

     

    6.10(b) 10201
      Wateridge Circle, Suite 125, San Diego, California; and

     

    6.10(c) 110
      West
“A” Street, Suite 175, San Diego, California.

     

    
      	 	
              6.11

            	
              MISSION
                VALLEY LOCATION

            


    

     

    Buyer
      and
      the owner of Brothers Restaurant & Deli at 8888 Rio San Diego Drive, Suite
      100, San Diego, California (“Mission
      Valley Owner”)
      shall
      have entered into a written agreement which provides that in exchange for
      $25,000, (a) Mission Valley Owner shall cease to use the name “Brothers
      Restaurant & Deli” (or any similar name) within one hundred twenty (120)
      days after the Closing Date, (b) for at least twelve (12) months after the
      Closing Date, visitors to www.mybrothersdeli.com who click on the Mission Valley
      location shall be redirected to a website maintained by Mission Valley Owner,
      and visitors who click on the other locations shall be redirected to an Organic
      To Go web site maintained by Buyer, and (c) so long as it desires to do so,
      Buyer shall maintain www.mybrothersdeli.com.

     

    
      	 	
              6.12

            	
              EQUITY
                FINANCING

            


    

     

    Buyer
      shall have received not less than $3.5
      million
      in net
      proceeds between the date of this agreement and November 1, 2007 from the sale
      of its Equity Securities (as defined below). (Section 10.2 of this agreement
      requires a payment by Buyer to Company if Buyer terminates this agreement
      because the condition set forth in this paragraph is not satisfied.) For
      purposes of this paragraph, “Equity
      Securities”
means
      Buyer’s Common Stock or Preferred Stock or any securities conferring the right
      to purchase Buyer’s Common Stock or Preferred Stock or securities convertible
      into, or exchangeable for (with or without additional consideration), Buyer’s
      Common Stock or Preferred Stock, except any security granted, issued and/or
      sold
      by Buyer to any director, officer, employee or consultant of Buyer in such
      capacity for the primary purpose of soliciting or retaining their
      services.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    ARTICLE
      7


     

    CONDITIONS
      PRECEDENT TO SELLING PARTIES’ PERFORMANCE

     

    The
      obligations of Company to sell and transfer the Acquired Assets under this
      agreement are subject to the satisfaction, at or before the Closing, of all
      the
      following conditions. Company may waive any or all of these conditions in whole
      or in part without prior notice; provided, however, that no such waiver of
      a
      condition shall constitute a waiver by Company of any of its other rights or
      remedies, at law or in equity, if Buyer should be in default of any of its
      representations, warranties, or covenants under this agreement.

     

    
      	 	
              7.1

            	
              ACCURACY
                OF BUYER'S REPRESENTATIONS AND
                WARRANTIES

            


    

     

    All
      representations and warranties by Buyer contained in this agreement or in any
      written statement delivered by Buyer under this agreement shall be true on
      and
      as of the Closing as though such representations and warranties were made on
      and
      as of that date.

     

    
      	 	
              7.2

            	
              BUYER'S
                PERFORMANCE

            


    

     

    Buyer
      shall have performed and complied with all covenants and agreements, and
      satisfied all conditions that it is required by this agreement to perform,
      comply with, or satisfy, before or at the Closing.

     

    
      	 	
              7.3

            	
              BUYER'S
                CORPORATE APPROVAL

            


    

     

    The
      execution and delivery of this agreement and all corporate action necessary
      or
      proper to fulfill the obligations of Buyer to be performed under this agreement
      on or before the Closing Date shall have been duly authorized by Buyer's board
      of directors.

     

    
      	 	
              7.4

            	
              ABSENCE
                OF LITIGATION

            


    

     

    No
      action, suit, or proceeding before any court or any governmental body or
      authority, pertaining to the transaction contemplated by this agreement or
      to
      its consummation, shall have been instituted or threatened on or before the
      Closing Date.

     

    ARTICLE
      8


     

    SELLING
      PARTIES’ OBLIGATIONS AFTER CLOSING

     

    
      	 	
              8.1

            	
              INDEMNIFICATION

            


    

     

    8.1(a) Selling
      Parties shall, jointly and severally, indemnify, defend, and hold Buyer harmless
      against and in respect of any and all claims (including without limitation
      third
      party claims), demands, losses, costs, expenses, obligations, liabilities,
      damages, recoveries, and deficiencies, including without limitation, interest,
      penalties, and reasonable attorneys’ fees (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
      in
      any schedule, certificate, exhibit, or other instrument furnished or to be
      furnished by Selling Parties under this agreement, (ii) any contract, debt,
      liability, or obligation of Company (other than performance of obligations
      under
      the Assumed Contracts accruing after the Closing Date), including without
      limitation any liability for sales taxes, interest or penalties on sales taxes,
      or (iii) any finder’s fee or commission payable or alleged to be payable to
      Robert Ness or G.R. Bill Business Brokers, Inc. in connection with the
      transactions contemplated by this agreement.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

    8.1(b) Buyer
      and
      Parent shall, jointly and severally, indemnify, defend, and hold Selling Parties
      harmless against and in respect of any and all Damages (as defined in
      Section 8.1(a)) incurred or suffered by any Selling Party that arise from,
      result from, or relate to any (i) breach of, or failure by Buyer or Parent
      to perform, any of their representations, warranties, covenants, or agreements
      in this agreement or in any schedule, certificate, exhibit, or other agreement,
      instrument or document furnished or to be furnished by Buyer or Parent under
      or
      pursuant to this agreement, or (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.

     

    8.1(c) A
      party
      that desires to assert a claim for indemnity (an “Indemnified
      Party”)
      shall
      notify each party from whom it seeks indemnification (an “Indemnifying
      Party”)
      of the
      existence of any claim, demand, or other matter to which the Indemnifying
      Party’s indemnification obligations would apply, and shall give the Indemnifying
      Party a reasonable opportunity to defend the same at their own expense and
      with
      counsel of their own selection; provided that the Indemnified Party shall at
      all
      times also have the right to fully participate in the defense at its own
      expense. If an Indemnifying Party shall, within a reasonable time after this
      notice, fail to defend, the Indemnified Party shall have the right, but not
      the
      obligation, to undertake the defense of, and to compromise or settle (exercising
      reasonable business judgment), the claim or other matter on behalf, for the
      account, and at the risk, of the Indemnifying Party. If the claim is one that
      cannot by its nature be defended solely by the Indemnifying Party (including,
      without limitation, any federal or state tax proceeding), then the Indemnified
      Party shall make available and cause to be made available all information and
      assistance that the Indemnifying Party may reasonably request.

     

    8.1(d) Notwithstanding
      any other provision of this agreement, no claim may be made after the date
      of
      this agreement by any party against any other party based on any claimed breach
      of any representation or warranty, covenant or agreement contained in this
      Agreement (or in 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 8.1. In addition, no claim may be made by any party against any
      other 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 8.2, and in the manner provided in this
      Section 8.1.

     

    
      	
            	8.2	
              LIMITS
                ON INDEMNIFICATION.

            


    

     

    8.2(a) No
      amount
      shall be payable by Selling Parties pursuant to Section 8.1
      unless
      the aggregate amount of Losses indemnifiable by Selling Parties under
Section 8.1
      exceeds
      $40,000 (the “Indemnification
      Deductible”)
      (and
      then only to the extent of such excess) up to a total amount equal to $600,000
      in aggregate Losses (the “Indemnification
      Cap”);
      provided,
      however,
      that
      neither the Indemnification Deductible nor the Indemnification Cap shall apply
      to (i) Losses described in Section 2.7 (Tax Returns and Audits), or (ii) Losses
      described in clause 8.1(a)(ii).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    8.2(b) Notwithstanding
      anything to the contrary contained in this Agreement, the maximum amount of
      aggregate indemnifiable Losses that may be recovered from Buyer pursuant to
      Section
      8.2.(a)
      shall be
      an amount equal to the Indemnification Cap.

     

    8.2(c) The
      amount of an Indemnifying Party’s liability under this Agreement shall be net of
      any insurance proceeds actually received by such Indemnified Party in connection
      with the Loss (it being understood that there shall be no obligation on the
      part
      of the Indemnified Party to seek insurance recovery).

     

    
      	
            	8.3	
              INDEMNIFICATION
                AS EXCLUSIVE REMEDY.

            


    

     

    Subject
      to the limitations set forth in this Article VIII, the Parties acknowledge
      and agree that, from and after the Closing Date, the indemnification provided
      in
      this Article VIII shall be the exclusive remedy of the Parties and the other
      Indemnified Parties with respect to any Losses under or relating to this
      Agreement.

     

    
      	 	
              8.4

            	
              SURVIVAL
                OF REPRESENTATIONS AND
                OBLIGATIONS

            


    

     

    All
      representations, warranties, covenants, and agreements of the parties contained
      in this agreement, or in any instrument, certificate, opinion, or other writing
      provided for in it, shall survive the Closing as follows: (a) the
      representations and warranties in Sections 2.21 (Authority and Consents)
      and 3.8 (Authority and Consents) shall survive indefinitely; (b) the
      representations and warranties in Sections 2.7 (Tax Returns and
      Audits), 2.9 (Hazardous Materials), 2.10 (Environmental), 3.1
      (Organization, etc.), 3.3 (SEC Filings; Financial Statements), 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 eighteen (18) months after the Closing Date; (d) the
      obligations in Section 8.5 (Non-Competition) shall survive the Closing for
      the period specified in Section 8.5; and (e) the obligations in
      Sections 8.6 (Confidential Information) and 8.7 (Company Not To Use
      Name) and all other covenants and agreements of the parties shall survive
      indefinitely.

     

    
      	 	
              8.5

            	
              NON-COMPETITION

            


    

     

    No
      Selling Party shall at any time during the thirty (30) month period immediately
      after the Closing Date directly or indirectly engage in, or have any interest
      in
      any person, firm, corporation, or business (whether as an employee, officer,
      director, agent, security holder, creditor, consultant, or otherwise) that
      engages in any Competing Business (as defined below) within San Diego County,
      California or Orange County, California. A “Competing
      Business”
      means:
      (i) a foodservice business if more than 80% of its revenue during any calendar
      month is derived from sales made Monday through Friday from 6:00 a.m. to 4:00
      p.m., and (ii) breakfast and lunch catering.

     

    
      	 	
              8.6

            	
              CONFIDENTIAL
                INFORMATION

            


    

     

    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, secret processes, know-how, customer lists, recipes, formulas,
      or
      other technical data. Any information or data Selling Parties have acquired
      on
      any of these matters or items was received in confidence and as fiduciaries
      of
      Company.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    
      	 	
              8.7

            	
              COMPANY
                NOT TO USE NAME

            


    

     

    Immediately
      after the Closing, Selling Parties shall not use or employ in any manner
      directly or indirectly the name “Brothers Restaurant & Deli,” or any other
      name containing the same or similar terms alone or in combination with any
      other
      words. Promptly following the Closing, Selling Parties shall terminate any
      fictitious business name statement that Company has filed for the use of the
      fictitious business name “Brothers Restaurant & Deli.”

     

    
      	 	
              8.8

            	
              PAYMENT
                OF RETAINED LIABILITIES

            


    

     

    Company
      shall pay, or make adequate provision for the payment, in full all of the debts,
      liabilities and obligations of Company other than those expressly assumed by
      Buyer pursuant to this Agreement (the “Retained
      Liabilities”).
      If
      any Retained Liabilities are not so paid or provided for and Buyer determines
      that failure to make any payments will impair Buyer’s use or enjoyment of the
      Acquired Assets or conduct of the business previously conducted by Company
      with
      the Acquired Assets, Buyer may, at any time after the Closing Date, elect to
      make all such payments directly (but shall have no obligation to do so) and
      set
      off and deduct the full amount of all such payments from the first maturing
      installments pursuant to Section 1.2(b).

     

    
      	 	
              8.9

            	
              RETENTION
                OF AND ACCESS TO RECORDS

            


    

     

    After
      the
      Closing Date, Buyer shall retain for a period consistent with Buyer’s
      record-retention policies and practices those books and records of Company
      delivered to Buyer. Buyer also shall provide Selling Parties and their
      representatives reasonable access thereto, during normal business hours and
      on
      at least three days’ prior written notice, to enable them to prepare financial
      statements or tax returns or deal with tax audits. After the Closing Date,
      Selling Parties shall (a) retain all of Company’s books and records (other than
      those delivered to Buyer) until Buyer and its accountants have prepared audited
      financial statements reflecting the assets, liabilities and results of
      operations of Company for the period from January 1, 2004 until the Closing
      Date
      and (b) provide Buyer and its representatives reasonable access to all books
      and
      records that are Excluded Assets, during normal business hours and on at least
      three days’ prior written notice, for any reasonable business purpose, including
      without limitation the preparation of the audited financial statements described
      above.

     

    ARTICLE
      9

     

    THE
      CLOSING

     

    
      	 	
              9.1

            	
              TIME
                AND PLACE

            


    

     

    The
      transfer of the Acquired Assets by Company to Buyer (the “Closing”)
      shall
      occur on November 1, 2007 at the offices of Selling Parties’ attorney,
      Handal & Associates, 1200 Third Ave., Suite 1321, San Diego, CA 92101 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”).

     

    
      	 	
              9.2

            	
              SELLING
                PARTIES' OBLIGATIONS AT CLOSING

            


    

     

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

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

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

     

    9.2(b) An
      Assignment of Lease and Landlord’s Consent to Assignment with respect to each
      of:

     

    (i) 4250
      Executive Square, Suite 125, La Jolla, California;

     

    (ii) 10201
      Wateridge Circle, Suite 125, San Diego, California; and

     

    (iii) 110
      West
“A” Street, Suite 175, San Diego, California.

     

    9.2(c) Instruments
      of assignment and transfer of all other Acquired Assets (if any).

     

    9.2(d) The
      Consulting Agreement signed by Company.

     

    9.2(e) Certificates
      of title with respect to all of Company’s motor vehicles, endorsed for transfer
      to Buyer and accompanied by all documents required to transfer record title
      to
      such vehicles to Buyer.

     

    9.2(f) The
      Closing Certificate.

     

    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.

     

    Selling
      Parties, at any time before or 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.

     

    
      	 	
              9.3

            	
              BUYER'S
                OBLIGATIONS AT CLOSING

            


    

     

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

     

    9.3(a) A
      Bank
      cashier’s check, or wire transfer, in the amount of $2,400,000.

     

    9.3(b) An
      Assignment of Lease and Landlord’s Consent to Assignment with respect to each
      of:

     

    (i) 4250
      Executive Square, Suite 125, La Jolla, California;

     

    (ii) 10201
      Wateridge Circle, Suite 125, San Diego, California; and

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    (iii) 110
      West
“A” Street, Suite 175, San Diego, California.

     

    9.3(c) The
      Consulting Agreement executed by Buyer.

     

    9.3(d) A
      check
      representing the security deposit and prorated rent, if any, for:

     

    (i) 4250
      Executive Square, Suite 125, La Jolla, California;

     

    (ii) 10201
      Wateridge Circle, Suite 125, San Diego, California; and

     

    (iii) 110
      West
“A” Street, Suite 175, San Diego, California.

     

    The
      Stock
      Certificate shall be delivered within ten (10) days after the
      Closing.

     

    ARTICLE
      10


     

    TERMINATION

     

    
      	 	
              10.1

            	
              TERMINATION
                EVENTS

            


    

     

    By
      notice
      given prior to or at the Closing, subject to Section 10.2, this agreement
      may be terminated as follows:

     

    10.1(a) by
      Buyer
      if a material breach of any provision of this agreement has been committed
      by
      Company or Shareholders and such breach has not been waived by
      Buyer;

     

    10.1(b) by
      Selling Parties if a material breach of any provision of this agreement has
      been
      committed by Buyer and such breach has not been waived by Selling
      Parties;

     

    10.1(c) by
      Buyer
      if any condition in Article 6 has not been satisfied as of the Closing Date
      or if satisfaction of such a condition by such date is or becomes impossible
      (other than through the failure of Buyer to comply with its obligations under
      this agreement), and Buyer has not waived such condition on or before such
      date;

     

    10.1(d) by
      Selling Parties if any condition in Article 7 has not been satisfied as of
      the Closing Date or if satisfaction of such a condition by such date is or
      becomes impossible (other than through the failure of Company or the
      Shareholders to comply with their obligations under this agreement), and Selling
      Parties have not waived such condition on or before such date;

     

    10.1(e) by
      mutual
      written consent of Buyer and Selling Parties; 

     

    10.1(f) by
      Buyer
      if the Closing has not occurred on or before the Closing Date, unless the Buyer
      is in material breach of this agreement; or

     

    10.1(g) by
      Selling Parties if the Closing has not occurred on or before the Closing Date,
      unless the Company or Shareholders are in material breach of this
      agreement.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    
      	 	
              10.2

            	
              EFFECT
                OF TERMINATION

            


    

     

    10.2(a) Each
      party's right of termination under Section 10.1 is in addition to any other
      rights it may have under this agreement or otherwise, and the exercise of such
      right of termination will not be an election of remedies. If this agreement
      is
      terminated pursuant to Section 10.1, all obligations of the parties under
      this agreement will terminate, except that the obligations of the parties in
      this Section 10.2 and Article 11 will survive, provided, however,
      that, if this agreement is terminated because of a breach of this agreement
      by
      the nonterminating party or because one or more of the conditions to the
      terminating party's obligations under this agreement is not satisfied as a
      result of the party's failure to comply with its obligations under this
      agreement, the terminating party's right to pursue all legal remedies will
      survive such termination unimpaired.

     

    10.2(b) Notwithstanding
      any other provision of this agreement to the contrary, if Buyer terminates
      this
      agreement because the condition in Section 6.12 (Equity Financing) has not
      been
      satisfied, then Buyer shall pay Company $25,000 when Buyer delivers notice
      of
      termination of this agreement.

     

    ARTICLE
      11


     

    MISCELLANEOUS

     

    
      	 	
              11.1

            	
              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. 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.

     

    
      	 	
              11.2

            	
              FINDER’S
                OR BROKER’S FEES

            


    

     

    Each
      of
      the parties represents and warrants that it has dealt with no broker or finder
      in connection with any of the transactions contemplated by this agreement,
      and,
      insofar as it knows, no broker or other person is entitled to any commission
      or
      finder’s fee in connection with any of these transactions, except that Robert
      Ness of G.R. Bill & Co. shall be entitled to a payment of $15,000 out of the
      closing proceeds payable to Company representing a finders fee for this
      transaction.

     

    
      	 	
              11.3

            	
              EXPENSES

            


    

     

    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.

     

    
      	 	
              11.4

            	
              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.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.5

            	
              ENTIRE
                AGREEMENT; MODIFICATION; WAIVER

            


    

     

    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.

     

    
      	 	
              11.6

            	
              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.

     

    
      	 	
              11.7

            	
              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.

     

    
      	 	
              11.8

            	
              ASSIGNMENT

            


    

     

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

     

    
      	 	
              11.9

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

     

    
      	 	
              11.10

            	
              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.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.11

            	
              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
      or mailing 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, by first class mail,
      registered or certified, postage prepaid, and properly addressed as
      follows:

     

    
      	
              To
                Selling Parties at:

               

            	
              Mr.
                Edward Kashou

              Chief
                Executive Officer

              Kashou
                Brothers, Inc.

              4250
                Executive Square

              Suite
                125

              La
                Jolla, CA 92037

            
	 	 
	
              With
                a copy to:

               

            	
              Anton
                N. Handal, Esq.

              Handal
                & Associates

              1200
                3rd Avenue # 1321

              San
                Diego, CA 92101

            
	 	 
	
              To
                Buyer and Parent 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

            


    

    


    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.

     

    
      	 	
              11.12

            	
              GOVERNING
                LAW

            


    

     

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

     

    
      	 	
              11.13

            	
              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.

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    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

               

            	 	
              KASHOU
                BROTHERS, INC.

              a
                California corporation

              doing
                business as

              “Brothers
                Restaurant & Deli”

            
	 	 	 
	
              By:

            	 	 	
              By:

            	   

	 	
              Jason
                Brown

              Chief
                Executive Officer

            	 	 	
              Edward
                Kashou

              Chief
                Executive Officer

            
	 	 	 	
               

               

              By:

            	 
	 	 	 	 	
              Secretary

            
	
              ORGANIC
                TO GO FOOD CORPORATION

              a
                Delaware corporation

            	 	
               

               

            
	
              EDWARD
                KASHOU, Individually

            
	
               

              By:

            	 	 	 
	 	
              Jason
                Brown

              Chief
                Executive Officer

            	 	
              STEVE
                KASHOU, Individually

               

            
	 	 	 	 
	
              JAMES
                KASHOU, Individually

               

            
	 	 	 	 
	 	 	 	
              SAMI
                KASHOU, Individually

            


    

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    LIST
      OF EXHIBITS AND SCHEDULES

     

    
      	
              Schedule

            	 	
              Description

            
	
              1

               

            	 	
              Assets
                of Company

               

            
	
              1.3

               

            	 	
              Assumed
                Liabilities

               

            
	
              2

               

            	 	
              Disclosure
                Schedule

               

            
	
              4.7

               

            	 	
              Consents
                of Others

               

            
	
              6.12

               

            	 	
              Consulting
                Agreement

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE 1

     

    ASSETS
      OF KASHOU BROTHERS, INC.

     

    dba
      Brothers Restaurant & Deli

     

    Acquired
      Assets:

     

    Inventory

    Furniture

    Fixtures

    Equipment

    Motor
      vehicles

    Leases

    Leasehold
      improvements

    Telephone
      numbers

    Web
      sites

    URLs

    Trademarks

    Trade
      names (including the name “Brothers Restaurant & Deli”)

    Customer
      lists

    Trade
      secrets

    Goodwill

    Licenses
      and permits

     

    Excluded
      Assets:

     

    Cash

    Accounts
      receivable

    Company’s
      minute book, stock book, tax records, employment and personnel files, and other
      records related to Excluded Assets

    Rights
      to
      tax refunds, claims and credits

    Insurance
      policies and rights thereunder, including any premium refunds

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE 1.3

     

    ASSUMED
      LIABILITIES

     

    1. Lease
      for
      4250 Executive Square, Suite 125, La Jolla, California.

     

    2. Lease
      for
      10201 Wateridge Circle, Suite 125, San Diego, California.

     

    3. Lease
      for
      110 West “A” Street, Suite 175, San Diego, California.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE 2

     

    COMPANY’S
      DISCLOSURE SCHEDULE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.6

     

    DEBTS,
      LIABILITIES AND OBLIGATIONS

     

      
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION 2.7

     

    REAL
      PROPERTY

     

    1. 4250
      Executive Square, Suite 125, La Jolla, California.

     

    2. 10201
      Wateridge Circle, Suite 125, San Diego, California.

     

    3. 110
      West
“A” Street, Suite 175, San Diego, California.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION 2.12

     

    INTELLECTUAL
      PROPERTY

     

    The
      tradename “Brothers Restaurant & Deli”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE 4.7

     

    CONSENTS
      OF OTHERS

     

      
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      6.12

     

    CONSULTING
      AGREEMENT

     

    (Attached)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      TABLE
        OF CONTENTS


      
        	 	 	
                Page

              
	 	 	 
	
                
                  
                    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

              	
                ALLOCATION
                  OF PURCHASE PRICE

              	
                2

              
	
                1.5

              	
                TAXES

              	
                3

              
	
                ARTICLE
                  2

              	
                SELLING
                  PARTIES’ REPRESENTATIONS AND WARRANTIES

              	
                3

              
	
                2.1

              	
                ORGANIZATION,
                  STANDING AND QUALIFICATION OF COMPANY

              	
                3

              
	
                2.2

              	
                SHARE
                  OWNERSHIP

              	
                3

              
	
                2.3

              	
                SUBSIDIARIES

              	
                3

              
	
                2.4

              	
                FINANCIAL
                  STATEMENTS

              	
                3

              
	
                2.5

              	
                ABSENCE
                  OF SPECIFIED CHANGES

              	
                4

              
	
                2.6

              	
                DEBTS,
                  LIABILITIES AND OBLIGATIONS

              	
                5

              
	
                2.7

              	
                TAX
                  RETURNS AND AUDITS

              	
                5

              
	
                2.8

              	
                REAL
                  PROPERTY

              	
                5

              
	
                2.9

              	
                HAZARDOUS
                  MATERIALS

              	
                5

              
	
                2.10

              	
                ENVIRONMENTAL

              	
                5

              
	
                2.11

              	
                INVENTORY

              	
                6

              
	
                2.12

              	
                OTHER
                  TANGIBLE PERSONAL PROPERTY

              	
                6

              
	
                2.13

              	
                INTELLECTUAL
                  PROPERTY

              	
                6

              
	
                2.14

              	
                TITLE
                  TO ASSETS

              	
                7

              
	
                2.15

              	
                CUSTOMERS
                  AND SALES

              	
                7

              
	
                2.16

              	
                EMPLOYMENT
                  AGREEMENTS

              	
                7

              
	
                2.17

              	
                INSURANCE
                  POLICIES

              	
                7

              
	
                2.18

              	
                OTHER
                  CONTRACTS

              	
                8

              
	
                2.19

              	
                COMPLIANCE
                  WITH LAWS

              	
                8

              
	
                2.20

              	
                LITIGATION

              	
                8

              
	
                2.21

              	
                AGREEMENT
                  WILL NOT CAUSE BREACH OR VIOLATION

              	
                8

              
	
                2.22

              	
                AUTHORITY
                  AND CONSENTS

              	
                9

              
	
                2.23

              	
                INTEREST
                  IN CUSTOMERS, SUPPLIERS, AND COMPETITORS

              	
                9

              


      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

       

      TABLE
        OF CONTENTS

      (continued)

       

    

    
      
        	
                 

              	 	
                Page

              
	 	 	 
	
                2.24

              	
                IDENTIFICATION
                  AND COMPENSATION

              	
                9

              
	
                2.25

              	
                COMPANY
                  DOCUMENTS

              	
                9

              
	
                2.26

              	
                ACQUISITION
                  OF SHARES FOR OWN ACCOUNT

              	
                9

              
	
                2.27

              	
                DISCLOSURE
                  OF INFORMATION

              	
                9

              
	
                2.28

              	
                INVESTMENT
                  EXPERIENCE

              	
                9

              
	
                2.29

              	
                ACCREDITED
                  INVESTOR

              	
                10

              
	
                2.30

              	
                RESTRICTED
                  SECURITIES

              	
                10

              
	
                2.31

              	
                FURTHER
                  LIMITATIONS ON DISPOSITION

              	
                10

              
	
                2.32

              	
                LEGEND

              	
                10

              
	
                2.33

              	
                NO
                  ADVERTISEMENT

              	
                11

              
	
                2.34

              	
                FULL
                  DISCLOSURE

              	
                11

              
	
                ARTICLE
                  3

              	
                REPRESENTATIONS
                  AND WARRANTIES OF BUYER AND PARENT

              	
                11

              
	
                3.1

              	
                ORGANIZATION,
                  STANDING AND QUALIFICATION OF BUYER AND PARENT

              	
                11

              
	
                3.2

              	
                SUBSIDIARY

              	
                11

              
	
                3.3

              	
                SEC
                  FILINGS; FINANCIAL STATEMENTS

              	
                11

              
	
                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

              	
                12

              
	
                3.8

              	
                AUTHORITY
                  AND CONSENTS

              	
                12

              
	
                3.9

              	
                FULL
                  DISCLOSURE

              	
                13

              
	
                ARTICLE
                  4

              	
                SELLING
                  PARTIES' OBLIGATIONS BEFORE CLOSING

              	
                13

              
	
                4.1

              	
                BUYER'S
                  ACCESS TO PREMISES AND INFORMATION

              	
                13

              
	
                4.2

              	
                CONDUCT
                  OF BUSINESS IN NORMAL COURSE

              	
                13

              
	
                4.3

              	
                PRESERVATION
                  OF BUSINESS AND RELATIONSHIPS

              	
                13

              
	
                4.4

              	
                MAINTENANCE
                  OF INSURANCE

              	
                13

              
	
                4.5

              	
                EMPLOYEES
                  AND COMPENSATION

              	
                13

              
	
                4.6

              	
                NEW
                  TRANSACTIONS

              	
                14

              
	
                4.7

              	
                EXISTING
                  AGREEMENTS

              	
                14

              


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

      (continued)

      


      
        	
                 

              	
              	
                Page

              
	 	 	 
	
                4.8

              	
                CONSENTS
                  OF OTHERS

              	
                14

              
	
                4.9

              	
                DOCUMENTATION
                  OF PROCEDURES AND TRADE SECRETS

              	
                14

              
	
                4.10

              	
                REPRESENTATIONS
                  AND WARRANTIES TRUE AT CLOSING

              	
                14

              
	
                4.11

              	
                NOTIFICATION

              	
                14

              
	
                4.12

              	
                NO
                  NEGOTIATION

              	
                15

              
	
                ARTICLE
                  5

              	
                BUYER'S
                  OBLIGATIONS BEFORE CLOSING

              	
                15

              
	
                5.1

              	
                SECURING
                  CONSENTS OF THIRD PARTIES

              	
                15

              
	
                5.2

              	
                RESALE
                  CERTIFICATE

              	
                15

              
	
                5.3

              	
                BULK
                  SALES LAW

              	
                15

              
	
                ARTICLE
                  6

              	
                CONDITIONS
                  PRECEDENT TO BUYER'S PERFORMANCE

              	
                15

              
	
                6.1

              	
                ACCURACY
                  OF SELLING PARTIES' REPRESENTATIONS AND WARRANTIES

              	
                15

              
	
                6.2

              	
                PERFORMANCE
                  BY SELLING PARTIES

              	
                16

              
	
                6.3

              	
                NO
                  MATERIAL ADVERSE CHANGE

              	
                16

              
	
                6.4

              	
                CERTIFICATION
                  BY COMPANY

              	
                16

              
	
                6.5

              	
                ABSENCE
                  OF LITIGATION

              	
                16

              
	
                6.6

              	
                CORPORATE
                  APPROVAL

              	
                16

              
	
                6.7

              	
                CONSENTS

              	
                16

              
	
                6.8

              	
                CONSULTING
                  AGREEMENT

              	
                16

              
	
                6.9

              	
                APPROVAL
                  OF DOCUMENTATION

              	
                17

              
	
                6.10

              	
                ASSIGNMENTS
                  OF LEASES, CONSENTS TO ASSIGNMENT AND ESTOPPEL
                  CERTIFICATES

              	
                17

              
	
                6.11

              	
                MISSION
                  VALLEY LOCATION

              	
                17

              
	
                6.12

              	
                EQUITY
                  FINANCING

              	
                17

              
	
                ARTICLE
                  7

              	
                CONDITIONS
                  PRECEDENT TO SELLING PARTIES’ PERFORMANCE

              	
                18

              
	
                7.1

              	
                ACCURACY
                  OF BUYER'S REPRESENTATIONS AND WARRANTIES

              	
                18

              
	
                7.2

              	
                BUYER'S
                  PERFORMANCE

              	
                18

              
	
                7.3

              	
                BUYER'S
                  CORPORATE APPROVAL

              	
                18

              
	
                7.4

              	
                ABSENCE
                  OF LITIGATION

              	
                18

              
	
                ARTICLE
                  8

              	
                SELLING
                  PARTIES’ OBLIGATIONS AFTER CLOSING

              	
                18

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

    

    
      TABLE
        OF CONTENTS

      (continued)

      


      
        	
                 

              	 	
                Page

              
	 	 	 
	
                8.1

              	
                INDEMNIFICATION

              	
                18

              
	
                8.2

              	
                Limits
                  on Indemnification

              	
                19

              
	
                8.3

              	
                Indemnification
                  as Exclusive Remedy

              	
                20

              
	
                8.4

              	
                SURVIVAL
                  OF REPRESENTATIONS AND OBLIGATIONS

              	
                20

              
	
                8.5

              	
                NON-COMPETITION

              	
                20

              
	
                8.6

              	
                CONFIDENTIAL
                  INFORMATION

              	
                20

              
	
                8.7

              	
                COMPANY
                  NOT TO USE NAME

              	
                21

              
	
                8.8

              	
                PAYMENT
                  OF RETAINED LIABILITIES

              	
                21

              
	
                8.9

              	
                RETENTION
                  OF AND ACCESS TO RECORDS

              	
                21

              
	
                ARTICLE
                  9

              	
                THE
                  CLOSING

              	
                21

              
	
                9.1

              	
                TIME
                  AND PLACE

              	
                21

              
	
                9.2

              	
                SELLING
                  PARTIES' OBLIGATIONS AT CLOSING

              	
                21

              
	
                9.3

              	
                BUYER'S
                  OBLIGATIONS AT CLOSING

              	
                22

              
	
                ARTICLE
                  10

              	
                TERMINATION

              	
                23

              
	
                10.1

              	
                TERMINATION
                  EVENTS

              	
                23

              
	
                10.2

              	
                EFFECT
                  OF TERMINATION

              	
                24

              
	
                ARTICLE
                  11

              	
                MISCELLANEOUS

              	
                24

              
	
                11.1

              	
                PUBLICITY

              	
                24

              
	
                11.2

              	
                FINDER’S
                  OR BROKER’S FEES

              	
                24

              
	
                11.3

              	
                EXPENSES

              	
                24

              
	
                11.4

              	
                INTERPRETATION
                  AND EFFECT OF HEADINGS

              	
                25

              
	
                11.5

              	
                ENTIRE
                  AGREEMENT; MODIFICATION; WAIVER

              	
                25

              
	
                11.6

              	
                COUNTERPARTS

              	
                25

              
	
                11.7

              	
                PARTIES
                  IN INTEREST

              	
                25

              
	
                11.8

              	
                ASSIGNMENT

              	
                25

              
	
                11.9

              	
                ARBITRATION

              	
                25

              
	
                11.10

              	
                RECOVERY
                  OF LITIGATION COSTS

              	
                25

              
	
                11.11

              	
                NOTICES

              	
                26

              
	
                11.12

              	
                GOVERNING
                  LAW

              	
                26

              
	
                11.13

              	
                SEVERABILITY

              	
                26

              


      

       

      
        
          
          

        

        
          iv