EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT is entered into as of December 15, 2007 by and between
      MICHAEL GATS (“Executive”)
      and
      ORGANIC TO GO FOOD CORPORATION, a Delaware corporation (the “Company”).

     

    In
      consideration of the mutual covenants in this Agreement and for other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    1.  Duties
      and Scope of Employment.

     

    (a)  Position.
      The
      Company shall employ Executive as its Chief Financial Officer for the term
      of
      his employment under this Agreement (“Employment”).
      Executive shall report to the Chief Executive Officer (the “CEO”)
      of the
      Company. 

     

    (b)  Obligations.
      Executive shall devote his full business efforts and time to the Company and
      shall not render services to any other person or entity without the express
      prior approval of the CEO. Executive represents and warrants to the Company
      that
      he is under no contractual obligations or commitments inconsistent with his
      obligations under this Agreement.

     

    2.  Cash
      and Incentive Compensation.

     

    (a)  Salary.
      The
      Company shall pay Executive as compensation for his services a base salary
      at an
      annual rate of $235,000, subject to increase by the CEO annually in the CEO’s
      discretion. Such salary shall be payable in accordance with the Company’s
      standard payroll procedures. The annual compensation specified in this
      subsection (a) is referred to in this Agreement as “Base
      Compensation.”

     

    (b)  Incentive
      Bonuses.
      Executive shall be eligible for a cash bonus (the “Incentive
      Bonus”)
      of
      $94,000 per year. 25% of the Incentive Bonus will be based on achievement by
      Executive of performance goals which will be mutually agreed upon by Executive
      and the CEO at the beginning of each year, 25% of the Incentive Bonus will
      be
      subject to the discretion of the CEO, and 50% of the Incentive Bonus will be
      based on achievement of performance goals by the Company which will be mutually
      agreed upon by Executive and the CEO at the beginning of each year.

     

    (c)  Stock
      Option Award.
      Subject
      to approval by the Board of Directors of the Company, Executive shall be granted
      options to purchase 300,000 shares of the Company’s Common Stock, which shall be
      nonqualified stock options. The stock options shall be granted in accordance
      with the terms and conditions of the Company’s 2007 Equity Participation Plan.
      The exercise price under the options shall be the fair market value of a share
      of the Company’s Common Stock on the date of approval of the stock option grant
      by the Company’s Board of Directors. 25% of the stock options shall vest after
      12 months of employment, and the remainder shall vest over the next 36 months
      in
      equal monthly installments for a total vesting period of 48 months; provided
      that the unvested options shall immediately vest in full if within 12 months
      after a change in control of the Company, (i) Executive’s employment is
      terminated by the Company without Cause, or (ii) Executive resigns for good
      reason.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (d)  Restricted
      Stock Award.
      Subject
      to approval by the Board of Directors of the Company and pursuant to a
      Restricted Stock Purchase Agreement, effective as of Executive’s first day of
      employment, the Company shall issue Executive 39,375 unregistered shares of
      the
      Company’s Common Stock (the “Restricted
      Shares”)
      in
      exchange for $0.001 per share (which is the par value per share), payable by
      check. The Restricted Stock Purchase Agreement shall give the Company an option
      to repurchase all of the shares for their aggregate par value if Executive’s
      employment relationship is terminated for any reason or for no reason before
      the
      first anniversary of his first day of employment; provided however that such
      repurchase option shall terminate if after a change in control of the Company,
      (i) Executive’s employment is terminated by the Company without Cause, or (ii)
      Executive resigns for good reason. Executive acknowledges that in the absence
      of
      the filing of a timely election pursuant to Internal Revenue Code Section 83(b)
      (an “83(b)
      Election”),
      the
      fair market value of the shares when they vest will constitute taxable income
      to
      Executive. Executive shall be solely responsible for deciding whether to file
      an
      83(b) Election and for filing an 83(b) Election if he chooses to do so. The
      Restricted Stock Purchase Agreement shall permit Executive to elect to transfer
      to the Company certain Restricted Shares valued at their then fair market value
      in satisfaction of any withholding obligation.

     

    3.  Executive
      Benefits.
      During
      Employment, Executive shall be entitled to 15 working days of vacation for
      each
      12 months of employment, to be scheduled in advance. During Employment,
      Executive and his family shall be eligible to participate in any employee
      benefit plans maintained by the Company for the benefit of its senior executives
      (including without limitation health, dental and vision coverage), subject
      in
      each case to the generally applicable terms and conditions of the plan in
      question and to the determinations of any person or committee administering
      such
      plan.

     

    4.  Business
      Expenses.
      Executive shall be authorized to incur necessary and reasonable travel,
      entertainment and other business expenses in connection with his duties. The
      Company shall reimburse Executive for all such expenses upon presentation of
      appropriate supporting documentation. 

     

    5.  Term
      of Employment.

     

    (a)  Basic
      Rule.
      The
      Company shall employ Executive from January 14, 2008 until January 13, 2010
      (the
“Expiration
      Date”),
      provided that (i) Executive’s employment may be terminated at any time as
      described below; and (ii) after the Expiration Date, this Agreement shall
      automatically renew for successive one (1) year terms unless either party gives
      the other written notice of its election not to renew this Agreement not less
      than ninety (90) days before the Expiration Date or any anniversary of the
      Expiration Date. Executive’s Employment with the Company shall be “at will.” Any
      contrary representation which may have been made to Executive shall be
      superseded by this Agreement. This Agreement shall constitute the full and
      complete agreement between Executive and the Company on the “at will” nature of
      Executive’s Employment, which may only be changed in an express written
      agreement signed by Executive and a duly authorized officer of the
      Company.

     

    
      
         

      

      
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    (b)  Involuntary
      Termination, Resignation or Death.
      The
      Company and Executive may each terminate Executive’s Employment at any time and
      for any reason (or no reason) effective upon delivery of written notice of
      termination. Executive’s Employment shall terminate automatically in the event
      of his death.

     

    (c)  Rights
      Upon Termination.
      Except
      as expressly provided in Section 6, upon the termination of Executive’s
      Employment, he shall only be entitled to the compensation, benefits and
      reimbursements described in Sections 2, 3 and 4 for the period preceding the
      effective date of the termination. The payments under this Agreement shall
      fully
      discharge all responsibilities of the Company to Executive.

     

    (d)  Termination
      of Agreement.
      This
      Agreement shall terminate when all obligations of the parties hereunder have
      been satisfied. The termination of this Agreement shall not limit or otherwise
      affect any of Executive’s obligations under Sections 7 and 8.

     

    6.  Benefits
      Upon Termination for Reasons Other than Cause or Permanent
      Disability.

     

    (a)  Eligibility
      for Termination Benefits.
      This
      Section 6 shall apply if, during the term of this Agreement, the Company
      terminates Executive’s Employment for any reason other than Cause (as defined
      below) or Permanent Disability (as defined below).

     

    (b)  Severance
      Pay.
      If this
      Section 6 applies, then the Company shall continue to pay Executive his
      compensation at the Base Compensation rate for the Continuation Period (as
      defined below) in installments in accordance with the Company’s standard payroll
      procedures. The above described payments and actions shall be made or taken
      in
      exchange for a general release of all claims Executive and his successors may
      have against the Company in a form acceptable to the Company which Executive
      shall execute and deliver before any payment is made pursuant to this Section
      6.

     

    (c)  Definition
      of “Cause.”
      For all
      purposes under this Agreement, “Cause”
shall
      mean:

     

    (i)  An
      unauthorized use or disclosure by Executive of the Company’s confidential
      information or trade secrets, which use or disclosure causes material harm
      to
      the Company;

     

    (ii)  A
      material breach by Executive of any agreement between Executive and the
      Company;

     

    
      
         

      

      
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    (iii)  A
      material failure by Executive to comply with the Company’s written policies or
      rules;

     

    (iv)  Executive’s
      conviction of, or plea of “guilty” or “no contest” to, a felony under the laws
      of the United States or any state thereof;

     

    (v)  Executive’s
      gross negligence or willful misconduct; or

     

    (vi)  A
      continued failure by Executive to perform assigned duties after receiving
      written notification of such failure from the CEO.

     

    (d)  Definition
      of “Permanent Disability.”
      For all
      purposes under this Agreement, “Permanent
      Disability”
shall
      mean that Executive, when notice of termination is given, has failed to perform
      his duties under this Agreement for not less than one hundred twenty (120)
      days
      (whether or not consecutive) in any 365-day period as a result of his incapacity
      due to physical or mental illness or injury.

     

    (e)  Definition
      of “Continuation Period.”
      For all
      purposes under this Agreement “Continuation
      Period”
shall
      mean a period commencing on the date of the termination of Employment and ending
      on the date which is six (6) months following the termination of
      Employment.

     

    7.  Non-Competition
      and Non-Solicitation.

     

    (a)  Non-Competition.

     

    (i)  While
      employed by the Company and for the Non-Competition/Non-Solicitation Period
      (as
      defined below), Executive shall not, directly or indirectly, throughout the
      United States, (i) engage in any business activity which is competitive to
      the
      Company’s business, now or in the future (the “Business”);
      (ii)
      render any services to any person or entity engaged in activities which compete
      with the Company; (iii) engage in any business activity or perform services
      in
      connection with a business activity that was generated or initiated through
      Executive’s performance of services for the Company; or (iv) become interested
      in any entity which competes with the Company or any affiliate in any capacity,
      including, without limitation, as an individual, partner, shareholder, officer,
      director, member, principal, employee, agent, trustee, consultant, creditor
      or
      financier.

     

    (ii)  Executive
      shall not, directly or indirectly, assist or encourage any other person in
      carrying out, directly or indirectly, any activity that would be prohibited
      by
      the above provisions of this Section 7 if such activity were carried out by
      Executive, either directly or indirectly, and in particular Executive shall
      not,
      directly or indirectly, induce any employee of the Company to carry out,
      directly or indirectly, any such activity.

     

    (iii)  Ownership
      by Executive, as a passive investment, of less than one percent (1%) of the
      outstanding shares of capital stock of any Company listed on a national
      securities exchange or publicly traded in the over-the-counter market shall
      not
      constitute a breach of this Section 7(a).

     

    
      
         

      

      
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    (b)  Non-Solicitation.
      While
      employed by the Company and for the Non-Competition/Non-Solicitation Period
      (as
      defined below), Executive shall not, either directly or indirectly, on his
      own
      behalf or in the service or on behalf of others (i) solicit or divert, or
      attempt to solicit or divert (A) any person then employed by the Company or
      (B)
      any person then serving as a sales representative of, or a consultant to the
      Company, or (ii) solicit, divert or do business with, or attempt to solicit,
      divert or do business with any client, customer of, or supplier to, the Company.
      For purposes of this Agreement, the “Non-Competition/Non-Solicitation
      Period”
shall
      mean (i) the six (6) month period immediately after the termination of
      Executive’s Employment by Executive or by the Company with or without Cause and
      for any reason (a “Termination”)
      before
      January 14, 2009, and (ii) the twelve (12) month period immediately after a
      Termination which occurs on or after January 14, 2009.

     

    8.  Nondisclosure.

     

    Upon
      the
      execution and delivery of this Agreement, Executive shall enter into an Employee
      Proprietary Information and Inventions Assignment Agreement with the Company
      (the “Proprietary
      Information Agreement”),
      which
      is incorporated herein by reference.

     

    9.  Successors.

     

    (a)  Company’s
      Successors.
      This
      Agreement shall be binding upon any successor (whether direct or indirect and
      whether by purchase, lease, merger, consolidation, liquidation or otherwise)
      to
      all or substantially all of the Company’s business and/or assets. For all
      purposes under this Agreement, the term “Company” shall include any successor to
      the Company’s business and/or assets which becomes bound by this
      Agreement.

     

    (b)  Executive’s
      Successors.
      This
      Agreement and all rights of Executive hereunder shall inure to the benefit
      of,
      and be enforceable by, Executive’s personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and
      legatees.

     

    10.  Miscellaneous
      Provisions.

     

    (a)  Notice.
      Notices
      and all other communications contemplated by this Agreement shall be in writing
      and shall be deemed to have been duly given when personally delivered or when
      mailed by U.S. registered mail, return receipt requested and postage prepaid.
      In
      the case of Executive, mailed notices shall be addressed to him at the home
      address that he most recently communicated to the Company in writing. In the
      case of the Company, mailed notices shall be addressed to its corporate
      headquarters, and all notices shall be directed to the attention of its
      Secretary.

     

    
      
         

      

      
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    (b)  Modifications
      and Waivers.
      No
      provision of this Agreement shall be modified, waived or discharged unless
      the
      modification, waiver or discharge is agreed to in writing and signed by
      Executive and by an authorized officer of the Company (other than Executive).
      No
      waiver by either party of any breach of, or of compliance with, any condition
      or
      provision of this Agreement by the other party shall be considered a waiver
      of
      any other condition or provision or of the same condition or provision at
      another time.

     

    (c)  Whole
      Agreement.
      This
      Agreement supersedes any prior agreement between Executive and the Company
      in
      its entirety. No other agreements, representations or understandings (whether
      oral or written and whether express or implied) which are not expressly set
      forth in this Agreement have been made or entered into by either party with
      respect to the subject matter hereof. This Agreement and the Proprietary
      Information Agreement contain the entire understanding of the parties with
      respect to their subject matter.

     

    (d)  Withholding
      Taxes.
      All
      payments made under this Agreement shall be subject to reduction to reflect
      taxes and other charges required to be withheld by law.

     

    (e)  Choice
      of Law.
      The
      validity, interpretation, construction and performance of this Agreement shall
      be governed by the laws of the State of Washington (except their provisions
      governing the choice of law).

     

    (f)  Severability.
      The
      invalidity or unenforceability of any provision or provisions of this Agreement
      shall not affect the validity or enforceability of any other provision hereof,
      which shall remain in full force and effect.

     

    (g)  Arbitration.
      Any
      controversy or claim arising out of or relating to this Agreement, or the breach
      thereof, shall be settled in Seattle, Washington, by arbitration in accordance
      with the JAMS Employment Arbitration Rules and Procedures. The decision of
      the
      arbitrator shall be final and binding on the parties, and judgment on the award
      rendered by the arbitrator may be entered in any court having jurisdiction
      thereof. The arbitrator shall be empowered to enter an equitable decree
      mandating specific enforcement of the terms of this Agreement. The Company
      and
      Executive shall share equally all fees and expenses of the arbitrator; provided,
      however, that the Company or Executive, as the case may be, shall bear all
      fees
      and expenses of the arbitrator and all of the legal fees and out-of-pocket
      expenses of the other party if the arbitrator determines that the claim or
      position of the Company or Executive, as the case may be, was without reasonable
      foundation. 

     

    (h)  No
      Assignment.
      This
      Agreement and all rights and obligations of Executive hereunder are personal
      to
      Executive and may not be transferred or assigned by Executive at any time.
      The
      Company may assign its rights under this Agreement to any entity that assumes
      the Company’s obligations hereunder in connection with any sale or transfer of
      all or a substantial portion of the Company’s assets to such
      entity.

     

    
      
         

      

      
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    (i)  Counterparts.
      This
      Agreement may be executed in two or counters each of which shall be deemed
      an
      original, but all of which together shall constitute one and the same
      instrument.

     

    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Company by its duly authorized officer, as of the day and year first above
      written.

     

    
      	
              ORGANIC
                TO GO FOOD CORPORATION

              a
                Delaware corporation

               

              By:
                /s/
                Jason Brown 

              Jason
                Brown, Chief Executive Officer

               

              “Company”

            	 	
               

               

               

              /s/
                Michael
                Gats

              MICHAEL
                GATS

               

              “Executive”

            


    

     

    
 

    
      
         

      

      
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