CONSENT TO TRANSFER

AND

FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT


          THIS
CONSENT TO TRANSFER AND FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT
(this “Amendment”), is made and entered into as of this 21st
day of November, 2003, by and among TURBOCHEF TECHNOLOGIES, INC., a Delaware
corporation (the “Company”), OVENWORKS, LLLP, a Georgia limited
liability limited partnership (“OvenWorks”), JEFFREY B. BOGATIN, an
individual resident of the State of New York (“Bogatin”), and DONALD J.
GOGEL, an individual resident of the State of New York (“Gogel”).


W I T N E S S E T H:


          WHEREAS, the Company, OvenWorks, Bogatin
and Gogel are parties to that certain Stockholders’ Agreement, dated as of
October 28, 2003 (the “Agreement”), which sets forth, among other
things, certain restrictions on Bogatin’s ability to transfer his shares of the
Company’s common stock;


          WHEREAS, Bogatin proposes to sell up to
1,100,000 shares of the Company’s common stock in a private transaction to
Sanders Morris Harris Inc., a Texas corporation (“SMH”) (such proposed
sale being referred to herein as the “Transfer”);

          WHEREAS, pursuant to the terms of the
Agreement, the Transfer requires the prior written consent of the Company and
OvenWorks;

          WHEREAS, the Company and OvenWorks are
willing to grant the aforementioned consent upon the terms and conditions set
forth herein;

          WHEREAS, in connection with the Transfer,
the parties propose certain amendments to the Agreement in order to revise
certain of the restrictions relating to Bogatin’s ability to transfer his
shares of the Company’s common stock, and in order to remove certain rights
relating to Bogatin’s ability to nominate and elect a member of the Company’s
Board of Directors; and

          WHEREAS, pursuant to Section 7.8 of the
Agreement, the Agreement may be amended by a writing signed by all parties
thereto;

          NOW, THEREFORE, for and in consideration of
the mutual covenants and agreements set forth herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

	
  1.
	
  Defined
  Terms.  Terms used but not otherwise
  defined herein shall have the meanings ascribed to them in the Agreement.

	
   
	
   

	
  2.
	
  Consent to
  Transfer.  Subject to the conditions
  and covenants set forth herein, the Company and OvenWorks hereby consent to
  the Transfer; provided, however, that the foregoing consent
  shall not be deemed a consent to any other sale, pledge or other 
















	
   
	
  transfer of
  any shares of the Company’s common stock owned beneficially or of record by
  Bogatin, or a waiver of any other rights that the Company or OvenWorks may
  have under the Agreement, as amended hereby.

	
   
	
   

	
  3.
	
  Amendments to Agreement.

	
   
	
   

	
   
	
  3.1
	
  Amendments
  to Article I.

	
   
	
   
	
   

	
   
	
   
	
  (a)
	
  The
  definition of “Gross-Up Shares” is hereby amended and restated in its
  entirety to read as follows:

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
            “Gross-Up
  Shares” means, with respect to Gogel, a number of shares equal to forty
  percent (40%) of the total number of Shares issued to Gogel pursuant to the
  terms of (a) that certain Confidentiality and Non-Competition Agreement,
  dated as of even date herewith, between the Company and Gogel, and (b) that
  certain Resignation and Release, dated as of even date herewith, between the
  Company and Gogel.”

	
   
	
   
	
   
	
   

	
   
	
   
	
  (b)
	
  The
  following definition is hereby added to Article I of the Agreement following
  the definition of “Exchange Act”:

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
            “Exempt
  Shares” means, with respect to Bogatin, a number of shares equal to Nine
  Hundred Twenty-Five Thousand (925,000).”

	
   
	
   
	
   
	
   

	
   
	
  3.2
	
  Amendment to
  Section 2.1. 
  Section 2.1 of the Agreement is hereby amended and restated in its
  entirety to read as follows:

	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  “(a)

  	
  Except as
  permitted under Section 2.3, for a period beginning on the date hereof
  and ending on June 30, 2005 (such period of time being referred to as the “Bogatin
  Lock-Up Period”), without the prior written consent of the Company and
  Purchaser, which may be withheld in their absolute respective discretion,
  Bogatin may not sell, offer or agree to sell, grant any option for the sale
  of, pledge, make any short sale or maintain any short position, establish or
  maintain a “put equivalent position” (within the meaning of Rule 16-a-1(h)
  under the Exchange Act), enter into any swap, derivative transaction or other
  arrangement that transfers to another, in whole or in part, any of the
  economic consequences of ownership of his respective Shares, or otherwise
  dispose of any Shares.  Bogatin hereby
  authorizes the Company and its transfer agent, if any, to decline to transfer
  and/or note stop transfer restrictions on the transfer books and records of
  the Company during the Bogatin Lock-Up Period with respect to the Shares that
  are subject to this Section 2.1(a) for which Bogatin is the record
  holder, and, in the case of any such Shares for which Bogatin is the
  beneficial but not the record holder, agrees to cause the record holder to
  authorize the Company and its transfer agent, if any, to decline to transfer
  and/or note stop transfer restrictions on such books and records with respect
  to such Shares.




-2-











	
   
	
   
	
   
	
  (b)
	
  Except as
  permitted under Section 2.3, for a period beginning on the date hereof
  and ending eighteen (18) months from the date hereof (such period of time
  being referred to as the “Gogel Lock-Up Period”), without the prior
  written consent of the Company and Purchaser, which may be withheld in their
  absolute respective discretion, Gogel may not sell, offer or agree to sell,
  grant any option for the sale of, pledge, make any short sale or maintain any
  short position, establish or maintain a “put equivalent position” (within the
  meaning of Rule 16-a-1(h) under the Exchange Act), enter into any swap,
  derivative transaction or other arrangement that transfers to another, in
  whole or in part, any of the economic consequences of ownership of his
  respective Shares, or otherwise dispose of any Shares.  Gogel hereby authorizes the Company and
  its transfer agent, if any, to decline to transfer and/or note stop transfer
  restrictions on the transfer books and records of the Company during the
  Gogel Lock-Up Period with respect to the Shares that are subject to this Section
  2.1(b) for which Gogel is the record holder, and, in the case of any such
  Shares for which Gogel is the beneficial but not the record holder, agrees to
  cause the record holder to authorize the Company and its transfer agent, if
  any, to decline to transfer and/or note stop transfer restrictions on such
  books and records with respect to such Shares.”

	
   
	
   
	
   
	
   
	
   

	
   
	
  3.3
	
  Amendments
  to Section 2.2. 
  Section 2.2(a) of the Agreement is hereby amended and restated in its
  entirety to read as follows:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  “(a)
	
  With respect
  to each Stockholder, following the expiration of his respective Lock-Up
  Period, until such time as the outstanding shares of Series D Stock and the
  shares of Common Stock outstanding as a result of the conversion of Series D
  Stock represent, on a fully-diluted, as converted basis, less than
  twenty-five percent (25%) of the outstanding capital stock of the Company, if
  such Stockholder proposes to sell, pledge, or otherwise transfer any of his
  Shares to any Person, other than pursuant to the provisions of Section 2.3,
  then he shall first give simultaneous written notice to the Company and Purchaser
  (such written notice being referred to as the “Transfer Notice”) that
  (i) sets forth the number of Shares he proposes to sell (the “Offered
  Shares”), (ii) sets forth the name and address of the proposed purchaser
  (the “Proposed Purchaser”), (iii) sets forth the price and other terms
  of the proposed sale, and (iv) includes a copy of the bona fide written offer
  received by such Stockholder from the Proposed Purchaser.”




-3-











	
   
	
  3.4
	
  Amendments
  to Section 2.3.

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (a)
	
  Section
  2.3(a) of the Agreement is hereby amended and restated in its entirety to
  read as follows:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  “(a)
	
  The
  provisions of Section 2.1 and Section 2.2 shall not apply to
  (i) the Gross-Up Shares, (ii) to any sale of Shares to the public pursuant to
  a registration statement filed with, and declared effective by, the SEC under
  the Securities Act, or (iii) to the Exempt Shares, provided that (A) such
  Exempt Shares are sold to, or in connection with “brokers transactions”
  effected through, Sanders Morris Harris Inc., a Texas corporation (“SMH”),
  or if at the time of sale SMH is no longer conducting a brokerage business,
  through Dean Oakey or any broker-dealer with whom Mr. Oakey is associated at
  the time of sale (together with SMH, the “Designated Broker”), and (B)
  Bogatin uses his reasonable best efforts to minimize the impact, whether
  positive or negative, of such sales on the trading market for the Company’s
  Common Stock.”

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
  (b)
	
  Section
  2.3(b) of the Agreement is hereby amended and restated in its entirety to
  read as follows:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
  “(b)
	
  Notwithstanding
  the restrictions set forth in Section 2.1 or Section 2.2:

	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (i)
	
  either
  Stockholder shall be permitted to transfer Shares to a Permitted Transferee
  in accordance with Article V;

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (ii)
	
  Bogatin
  shall be permitted to sell, during each calendar quarter beginning on January
  1, 2004, a number of Shares not to exceed One Hundred Thousand (100,000); provided,
  however, that (A) any such Shares shall be sold to, or in connection
  with “brokers transactions” effected through, the Designated Broker, and (B)
  Bogatin uses his reasonable best efforts to minimize the impact, whether
  positive or negative, of such sales on the trading market for the Company’s
  Common Stock.  Any transfers of Shares
  received by Persons from Bogatin or his Affiliates shall be aggregated for
  the purposes of calculating the transfer limitations pursuant to this Section
  2.3(b)(ii); and

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
   
	
   
	
   
	
  (iii)
	
  Gogel shall
  be permitted to sell, on a monthly basis, a number of Shares not to exceed
  ten percent (10%) of the average daily reported volume of trading in the
  Company’s Common Stock on all national securities exchanges and/or reported
  through the automated quotation system of a registered securities association
  during the prior month.  Any transfers
  of Shares received by Persons from Gogel or his Affiliates shall be 




-4-











	
   
	
   
	
   
	
   
	
   
	
  aggregated
  for the purposes of calculating the transfer limitations pursuant to this Section
  2.3(b)(iii).”

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  3.5
	
  Amendments
  to Article IV. 
  Article IV of the Agreement is hereby amended and restated in its
  entirety to read as follows:




“ARTICLE IV

CORPORATE GOVERNANCE

[INTENTIONALLY OMITTED]”

	
  4.
	
  Miscellaneous.

	
   
	
   
	
   
	
   
	
   
	
   

	
   
	
  4.1
	
  Construction. 
  This Amendment is an amendment to the Agreement, and said Agreement
  and this Amendment shall henceforth be read together.  The Agreement as amended and supplemented
  by this Amendment is in all respects confirmed and preserved.

	
   
	
   
	
   

	
   
	
  4.2
	
  Headings. 
  The Section headings herein are for convenience only and shall not
  affect the construction hereof.

	
   
	
   
	
   

	
   
	
  4.3
	
  Severability.  In case any provision of this Amendment
  shall be invalid, illegal or unenforceable, it shall to the extent
  practicable be modified so as to make it valid, legal and enforceable and to
  retain as nearly as practicable the intent of the parties, and the validity,
  legality, and enforceability of the remaining provisions shall not in any way
  be affected or impaired thereby.

	
   
	
   
	
   

	
   
	
  4.4
	
  Counterparts.  This Amendment may be executed in two or
  more counterparts, each of which shall be deemed an original, but all of
  which together shall constitute one and the same instrument.

	
   
	
   
	
   

	
   
	
  4.5
	
  Governing
  Law.  This
  Amendment shall be governed by and construed under the laws of the State of
  Delaware as applied to agreements among residents of Delaware made and to be
  performed entirely within the State of Delaware, and without regard to the
  conflicts of law principles as may otherwise be applicable.




[Signatures on following page]

-5-








          IN WITNESS WHEREOF, the parties have
executed, or caused this Amendment to be executed by their duly authorized
agents or representatives, as of the day and year set forth beside their
respective signatures below.

	
   
	
  TURBOCHEF TECHNOLOGIES, INC.

	
   
	
   

	
   
	
  By:
	
    /s/
  James K. Price

	
   
	
   
	
  

  	
   

	
   
	
   
	
  James K.
  Price

	
   
	
   
	
  President
  and Chief Executive Officer

	
   
	
   
	
   

	
   
	
  OVENWORKS, LLLP

	
   
	
   

	
   
	
  By:
	
  Oven
  Management, Inc.,

  its General Partner

	
   
	
   
	
   
	
   

	
   
	
   
	
  By:
	
    /s/
  Richard E. Perlman

	
   
	
   
	
   
	
  

  	
   

	
   
	
   
	
   
	
  Richard E.
  Perlman

	
   
	
   
	
   
	
  President

	
   
	
   
	
   

	
   
	
    /s/
  Jeffrey B. Bogatin

	
   
	
  

  	
   

	
   
	
  Jeffrey B.
  Bogatin

	
   
	
   

	
   
	
    /s/
  Donald J. Gogel

	
   
	
  

  	
   

	
   
	
  Donald J.
  Gogel