FIRST AMENDMENT TO TRANSFER AGREEMENT

         This First Amendment to Transfer Agreement (the "Amendment") is entered
into as of April 3, 2001, by and among GourmetMarket.com, Inc., a Delaware
corporation ("GMC") and Gourmet Productions, Inc., a California corporation
doing business as VirtualGourmet.com ("VG") and Rundell Coursey Company, a
Georgia corporation ("RCC"), and hereby amends and modifies that certain
Transfer Agreement dated as of March 23, 2001 ("Transfer Agreement") as follows:

         1. Section 1.3(b) of the Transfer Agreement is hereby amended and
modified to read as follows:

              (b) On or before July 3, 2001, Vg shall deliver to GMC shares of
              VG's common stock (the "VG Shares") represented by a single stock
              certificate and equal to twenty percent of the shares outstanding
              of VG at the time of delivery.

         2. Section 1.8 of the Transfer Agreement is hereby amended and modified
to read as follows:

1.8           CLOSING. The Closing for the sale of the Purchased Assets (the
              "Closing") will be held at the offices of Rundell Coursey Company,
              9255 Sunset Blvd., Suite 727, West Hollywood, California 90069, at
              2:00 p.m. on April 10, 2001, or such other place or date as the
              parties hereto mutually agree to (the "Closing Date").

         3. Section 1.9(b) of the Transfer Agreement is hereby amended and
modified to read as follows:

              (c) VG and RCC DELIVERIES. At the Closing, VG will deliver to GMC:

             (i) the original $75,000 Note and the $25,0000 Note marked as paid;
             (ii) the certificate described in Section 6.1

         4. Section 3.2 of the Transfer Agreement is hereby amended and modified
to read as follows:

         3.2 AUTHORIZATION AND ENFORCEABILITY OF AGREEMENTS. As of the Closing,
VG will have all requisite corporate power and authority to enter into this
Agreement and to perform its obligations hereunder. At the closing, this
Agreement will be duly and validly authorized by and approved by all requisite
corporate action (including stockholder approval) on the part of VG. This
Agreement has been duly executed and delivered by VG and constitutes the legal,
valid, and binding obligation of VG enforceable in accordance with its terms. No
further approvals or consents by, or filings with, any federal, state,



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municipal, foreign or other court or governmental or administrative body,
agency, or other third party is required in connection with the execution and
delivery by VG of this Agreement, or the consummation by VG of the transactions
contemplated hereby including the issuance of the VG Shares.

         3. Section 5.4 of the Transfer Agreement is hereby amended and modified
to read as follows:

                 5.2.1 DELIVERY OF DOCUMENTS. The documents described in Section
                       1.9(a) hereof shall have been delivered to VG in a form
                       reasonably acceptable to VG.

         4. Except as expressly set forth herein, all other terms and conditions
of the Transfer Agreement shall remain in full force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.

         "VG"                           Gourmet Productions, Inc.
                                        a California corporation

                                        By: /s/ Derek Rundell
                                            ------------------------------------
                                             Name: Derek Rundell
                                             Title:


         "GMC"                           GourmetMarket.com,
                                        a Delaware corporation

                                        By: /s/  C. Lawrence Rutstein
                                            ------------------------------------
                                             Name: C. Lawrence Rutstein
                                             Title:  Chairman

         "RCC"                          Rundell Coursey Company,
                                        a Georgia corporation

                                        By:        Derek Rundell
                                            ------------------------------------
                                             Name: Derek Rundell
                                             Title:






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