FIRST
      AMENDMENT TO

    AGREEMENT
      OF PURCHASE AND SALE OF ASSETS


    


    This
      First Amendment to 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 (collectively the
“Shareholders”), ORGANIC TO GO, INC., a Delaware corporation (“Buyer”) and
      ORGANIC TO GO FOOD CORPORATION, a Delaware corporation (“Parent”). This
      Amendment is made under the following circumstances:

    


    A. Company,
      Buyer, Shareholders and Parent entered into an Agreement of Purchase and Sale
      of
      Assets dated as of ______________, 2007 (the “Agreement”).

     

    B. The
      parties desire to amend the Agreement as further set forth in this Amendment
      to
      include Company’s accounts receivable in the list of assets to be acquired by
      Buyer, to reflect the lessor’s refusal to permit assignment of the option to
      extend Company’s lease for the property located at 4250 Executive Square, Suite
      125, La Jolla, CA and to make certain related changes to the
      Agreement.

     

    C. Capitalized
      terms used in this Amendment that are not defined in this Amendment shall have
      the meanings set forth in the Agreement.

     

    NOW,
      THEREFORE, the parties agree as follows:

    


    1. Purchase
      of Accounts Receivable.

     

    (a)
      Schedule 1 to the Agreement is amended to add the following to the Acquired
      Assets: Company’s outstanding accounts receivable which are less than 120 days
      old on the Closing Date (the “Acquired Accounts Receivable”). At the Closing,
      Company shall deliver to Buyer a schedule of the Acquired Accounts
      receivable.

     

    (b)
      The
      second line of the Excluded Assets section of Schedule 1 to the Agreement is
      amended to read as follows: “All accounts receivable other than the Acquired
      Accounts Receivable”. 

     

    2. Purchase
      Price Adjustment.
      Section
      1.2 of the Agreement is amended to read as follows:

     

    The
      purchase price of the Acquired Assets shall be Three Million Dollars
      ($2,950,000) plus the Contingent Stock, as defined in Section 1.2(e) below,
      plus
      the exact face amount of the Acquired Accounts Receivable. As payment of such
      purchase price, Buyer shall deliver to Company: 

     

    
      
        
        

      

      
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    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)
      Check at Closing.
      Cash,
      by Buyer’s check, in the exact face amount of the Acquired Accounts
      Receivable.   

     

    1.2(c)
      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. Buyer
      shall use all reasonable efforts to collect the Acquired Accounts Receivable.
      If
      Buyer has not collected any portion of the Acquired Accounts Receivable within
      115 days after the Closing Date, in addition to any other rights or remedies,
      Buyer may elect to set-off any uncollected Acquired Accounts Receivable against
      the payment required under Section 1.2(b)(ii) below. Following any such set-off,
      Buyer shall transfer the uncollected Acquired Accounts Receivable to
      Company.

     

    (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(d)
      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 Eighty
      Three Thousand Three Hundred Thirty Three and Thirty Three Cents ($83,333.33)
      each of which shall be delivered to the above named Shareholders for the benefit
      of Company within ten (10) business days after the Closing and each of which
      shall be rounded down to the nearest whole share. 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.

     

    
      
        
        

      

      
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    1.2(e)
      Contingent Stock.
      If any
      of the following events occurs, then Buyer shall deliver three stock
      certificates in equal allotments to Steve Kashou, Edward Kashou and James Kashou
      representing a total number of Parent Shares equal to shares having an aggregate
      Market Value of Sixteen Thousand Six Hundred Sixty-Six and 67/100 Dollars
      ($16,666.67) (the “Contingent Stock”) each of which shall be delivered to the
      above-named Shareholders for the benefit of Company within ten (10) days after
      the first to occur of the following events (each of which shall be rounded
      down
      to the nearest whole share):

     

    (a)
      The
      execution and delivery by the landlord of a lease or lease extension for the
      property located at 4250 Executive Square, Suite 125, La Jolla, CA (the “La
      Jolla Lease”) for at least twelve (12) months; 

     

    (b)
      Buyer’s voluntary termination of the La Jolla Lease during the remaining term of
      the La Jolla Lease without cause, or Buyer’s election not to renew the La Jolla
      Lease on commercially reasonable terms;

     

    (c)
      The
      termination of the La Jolla Lease during the remaining term of the La Jolla
      Lease by the landlord following Buyer’s default and failure to cure such
      default;

     

    (d)
      Buyer’s failure at any time during the remaining term of the La Jolla Lease to
      operate the La Jolla location with substantially the same quality Buyer
      presently operates its other locations; and

     

    (e)
      Buyer’s failure to meet Landlord’s requirements for financial status and
      financial performance in connection with Buyer’s request for a new lease at the
      La Jolla location when the La Jolla Lease expires.

     

    3. Allocation
      of Purchase Price.
      Section
      1.4 of the Agreement is amended as follows: “3. Goodwill, Trade Name and
      Intangible Assets $2,740,000”; “Total Purchase Price $2,950,000”; provided that
      if the Contingent Stock is delivered, then the allocation to Goodwill, Trade
      Name and Intangible Assets and the Total Purchase Price shall each be increased
      by $50,000.

     

    4. Absence
      of Option to Extend.
      Section
      6.10 of the Agreement is amended to read as follows:

     

    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 the options to extend at 10201 Wateridge Circle
      and
      110 West “A” Street 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:

     

    
      
        
        

      

      
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    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.

     

    5. Representation
      and Warranty.
      Section
      2.35 is added to the Agreement as follows: 

     

    Section
      2.35 Accounts Receivable.
      All
      accounts receivable of Company shown on the balance sheet of Company as of
      the
      dates stated included in the Financial Statements, and all accounts receivable
      of Company created after that date until the Closing, arose from valid sales
      in
      the ordinary course of business. These accounts have been collected in full
      since that date, or are collectible at their full amounts. 

     

    6. Effect
      of Amendment.
      As
      amended by this Amendment the Agreement shall continue to be in full force
      and
      effect.

     

    7. Counterparts.
      This
      Amendment may be executed in two or more counterparts and when so executed
      shall
      have the same force and effect as though all signatures appear on one
      document.

     

    [Signatures
      on the next page]

     

    
      
        
        

      

      
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    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

            


    

     

    
      
        
        

      

      
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