EXHIBIT
        10.12

      


       

      EMPLOYMENT
        AGREEMENT

       

      THIS
        EMPLOYMENT AGREEMENT is entered into as of April 27, 2007 by and between
        ANDREW
        JACOBS (“Executive”)
        and
        ORGANIC TO GO, INC., 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 Senior Vice President of Operations
        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 $200,000, 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
        $50,000 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 SP Holding Corporation (“Parent”)
        Executive shall be granted options to purchase 461,601 shares of Parent’s Common
        Stock, which shall be incentive stock options to the extent possible under
        the
        Internal Revenue Code. The stock options shall be granted in accordance with
        the
        terms and conditions of Parent’s 2007 Equity Participation Plan. The exercise
        price under the options shall be the fair market value of a share of Parent’s
        Common Stock on the date of stockholder approval of Parent’s 2007 Equity
        Participation Plan. 25,000 of the options shall be fully vested on the date
        of
        grant. 25% of the balance 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 Executive’s employment is
        terminated by the Company without Cause within 12 months after a change in
        control of the Company or Parent.

       

      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, the
        Company shall pay the full cost of health, dental and vision coverage for
        Executive and his family (excluding any copayments), 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 April 27, 2007 until April 26, 2009 (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.

       

      (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;

       

      (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 nine (9) months following the termination of Employment.
        

       

      7.     Non-Competition
        and Non-Sollicitation.

       

      (a)    Non-Competition.

       

      (i)    While
        employed by the Company and for one (1) year after the termination of his
        Employment for any reason, 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 8 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.

       

      (iv)    Notwithstanding
        any other provision of this Section 8.a to the contrary, after the termination
        of his Employment, Executive may render services to Costco as an employee
        or
        consultant.

       

      (b)    Non-Solicitation.
        While
        employed by the Company and for the 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-Solicitation
        Period”
shall
        mean (1) the one year period immediately after the termination of Executive’s
        Employment by Executive or by the Company with Cause, and (2) the nine month
        period immediately after the termination of Executive’s Employment without
        Cause, and there shall be no Non-Solicitation Period if Executive’s Employment
        is terminated following his Permanent Disability.

       

      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.

       

      (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.

       

      (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, INC.

                a Delaware corporation

              	 	 	 
	 	 	 	 
	 By:	
                 /s/
                  Jason Brown

              	 	 	/s/
                Andrew
                Jacobs
	 	
                
Jason
                Brown, Chief Executive Officer	 	 	
                
ANDREW
                JACOBS
	 	
                 “Company”

              	 	 	
                 “Executive”