SECURITY
      AGREEMENT

     

    This
      Security Agreement (this “Agreement”)
      is
      made as of the _____ day of November, 2008, by and between Organic To Go Food
      Corporation, a Delaware corporation (the “Company”
or
      the
“Securing
      Party”),
      and
      W.Health L.P., a limited partnership organized under the laws of the Bahamas
      (the “Secured
      Party”).

     

    RECITALS

     

    
      	 	
              A.

            	
              The
                Securing Party and the Secured Party are parties to a Note Purchase
                Agreement, dated November [__], 2008 (the “Purchase
                Agreement”),
                pursuant to which the Secured Party shall purchase the Note (as defined
                in
                the Purchase Agreement); and 

            


    

     

    
      	 	
              B.

            	
              The
                Securing Party and the Secured Party are also parties to a Note and
                Warrant Purchase Agreement, dated June 1, 2008 (the “Note
                and Warrant Purchase Agreement”),
                pursuant to which the Secured Party has agreed to purchase one or
                more
                convertible promissory notes in the aggregate principal amount of
                up to
                $10,000,000 (the “Previous
                Notes”
                and together with the Note, the “Notes”);
                and 

            


    

     

    
      	 	
              C.

            	
              The
                parties intend that the Securing Party’s obligations to repay the Notes
                (whether now owned or hereafter purchased by the Secured Party) and
                any
                other obligation in favor of Secured Party arising under the Purchase
                Agreement, the Note and Warrant Purchase Agreement and the Notes
                be
                secured by all of the tangible and intangible assets of the Securing
                Party, and shall be governed by the terms and conditions of this
                Agreement. 

            


    

     

    AGREEMENT

     

    In
      consideration of the purchase of the Notes by the Secured Party and for other
      good and valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the parties hereto hereby agree as follows:

     

    1. Grant
      of Security Interest. 

     

    (a) To
      secure
      the Securing Party’s full and timely performance of the Obligations, the
      Securing Party hereby grants to the Secured Party a continuing Lien on and
      security interest (the “Security
      Interest”)
      in,
      all of the Securing
      Party’s right,
      title and interest in and to all of its personal property and assets (both
      tangible and intangible), including, without limitation, the following, whether
      now owned or hereafter acquired and wherever located: (a) all Receivables;
      (b)
      all Equipment; (c) all Fixtures; (d) all General Intangibles; (e) all Inventory;
      (f) all Investment Property; (g) all Deposit Accounts; (h) all Cash; (i) all
      other Goods of the Securing Party; (j) all Intellectual Property; and (k) all
      Proceeds of each of the foregoing and all accessions to, and replacements for,
      each of the foregoing (collectively, the “Collateral”).
      

     

    Notwithstanding
      the foregoing, the grant, assignment and transfer of a Security Interest as
      provided herein shall not extend to, and the term “Collateral” shall not
      include: (a) “intent-to-use” trademarks at all times prior to the first use
      thereof, whether by the actual use thereof in commerce, the recording of a
      statement of use with the United States Patent and Trademark Office or
      otherwise, or (b) any Account, Chattel Paper, General Intangible, or Promissory
      Note in which Securing Party has any right, title or interest if and to the
      extent such Account, Chattel Paper, General Intangible, or Promissory Note
      includes a provision containing a restriction on assignment such that the
      creation of a security interest in the right, title or interest of Securing
      Party therein would be prohibited and would, in and of itself, cause or result
      in a default thereunder enabling another person party to such Account, Chattel
      Paper, General Intangible, or Promissory Note to enforce any remedy with respect
      thereto; provided
      that
      the
      foregoing exclusion shall not apply if (i) such prohibition has been waived
      or
      such other person has otherwise consented to the creation hereunder of a
      security interest in such Account, Chattel Paper, General Intangible, or
      Promissory Note or (ii) such prohibition would be rendered ineffective
      pursuant to Sections 9-406(d), 9-407(a) or 9-408(a) of the UCC, as applicable
      and as then in effect in any relevant jurisdiction, or any other applicable
      law
      (including the Bankruptcy Code) or principles of equity; provided
      further
      that
      immediately upon the ineffectiveness, lapse or termination of any such
      provision, the Collateral shall include, and the Securing Party shall be deemed
      to have granted a security interest in, all its rights, title and interests
      in
      and to such Account, Chattel Paper, General Intangible, or Promissory Note
      as if
      such provision had never been in effect; and provided further that the foregoing
      exclusion shall in no way be construed so as to limit, impair or otherwise
      affect the Secured Party’s unconditional continuing security interest in and to
      all rights, title and interests of Securing Party in or to any payment
      obligations or other rights to receive monies due or to become due under any
      such Account, Chattel Paper, General Intangible, or Promissory Note and in
      any
      such monies and other proceeds of such Account, General Intangible, Contract,
      Promissory Note or Chattel Paper.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) The
      following terms shall have the following meanings for purposes of this
      Agreement:

     

    “Account”
      means
      any “Account,” as such term is defined in the UCC now owned or hereafter
      acquired by the Securing Party or in which the Securing Party now holds or
      hereafter acquires any interest and, in any event, shall include, without
      limitation, all accounts receivable, book debts, rights to payment and other
      forms of obligations (other than forms of obligations evidenced by Chattel
      Paper, Documents or Instruments) now owned or hereafter received or acquired
      by
      or belonging or owing to the Securing Party whether or not arising out of goods
      or software sold or services rendered by the Securing Party or from any other
      transaction, whether or not the same involves the sale of goods or services
      by
      the Securing Party and all of the Securing Party’s rights in, to and under all
      purchase orders or receipts now owned or hereafter acquired by it for goods
      or
      services, and all of the Securing Party’s rights to any goods represented by any
      of the foregoing, and all monies due or to become due to the Securing Party
      under all purchase orders and contracts for the sale of goods or the performance
      of services or both by the Securing Party or in connection with any other
      transaction (whether or not yet earned by performance on the part of the
      Securing Party), now in existence or hereafter occurring, including, without
      limitation, the right to receive the proceeds of said purchase orders and
      contracts, and all collateral security and guarantees of any kind given by
      any
      Person with respect to any of the foregoing. 

     

    “Bankruptcy
      Code”
means
      Title XI of the United States Code.

     

    “Cash”
      means
      all cash, money, currency, and liquid funds, wherever held, in which the
      Securing Party now or hereafter acquires any right, title, or interest.


     

    “Chattel
      Paper”
      means
      any “Chattel paper,” as such term is defined in the UCC, now owned or hereafter
      acquired by the Securing Party or in which the Securing Party now holds or
      hereafter acquires any interest. 

     

    “Contracts”
      means
      all contracts (including any customer, vendor, supplier, service or maintenance
      contract), leases, licenses, undertakings, purchase orders, permits, franchise
      agreements or other agreements (other than any right evidenced by Chattel Paper,
      Documents or Instruments), whether in written or electronic form, in or under
      which Securing Party now holds or hereafter acquires any right, title or
      interest, including, without limitation, with respect to an Account, any
      agreement relating to the terms of payment or the terms of performance
      thereof.

     

    “Deposit
      Accounts”
      means
      any “Deposit accounts,” as such term is defined in the UCC, and includes any
      checking account, savings account, or certificate of deposit, now owned or
      hereafter acquired by the Securing Party or in which the Securing Party now
      holds or hereafter acquires any interest. 

     

    “Documents”
      means
      any “Documents,” as such term is defined in the UCC, now owned or hereafter
      acquired by the Securing Party or in which the Securing Party now holds or
      hereafter acquires any interest. 

     

    “Equipment”
      means
      any “Equipment,” as such term is defined in the UCC, now owned or hereafter
      acquired by the Securing Party or in which the Securing Party now holds or
      hereafter acquires any interest and any and all additions, upgrades,
      substitutions and replacements of any of the foregoing, together with all
      attachments, components, parts, equipment and accessories installed thereon
      or
      affixed thereto, now owned or hereafter acquired by the Securing Party or in
      which the Securing Party now holds or hereafter acquires interest. 

     

    “Event
      of Default”
shall
      have the meaning given that term in the Purchase Agreement.

     

    “Fixtures”
      means
      any “Fixtures,” as such term is defined in the UCC, together with all right,
      title and interest of the Securing Party in and to all extensions, improvements,
      betterments, accessions, renewals, substitutes, and replacements of, and all
      additions and appurtenances to any of the foregoing property, and all
      conversions of the security constituted thereby, immediately upon any
      acquisition or release thereof or any such conversion, as the case may be,
      now
      owned or hereafter acquired by the Securing Party or in which the Securing
      Party
      now holds or hereafter acquires any interest. 

     

    “General
      Intangible”
      means
      any “General intangible,” as such term is defined in the UCC, now owned or
      hereafter acquired by the Securing Party or in which the Securing Party now
      holds or hereafter acquires any interest and, in any event, shall include,
      without limitation, all right, title and interest that the Securing Party may
      now or hereafter have in or under any contracts, rights to payment, payment
      intangibles, confidential information, interests in partnerships, limited
      liability companies, corporations, joint ventures and other business
      associations, permits, goodwill, claims in or under insurance policies,
      including unearned premiums and premium adjustments, uncertificated securities,
      deposit, checking and other bank accounts, but shall not include any
      Intellectual Property (including the right to receive all proceeds and damages
      therefrom), rights to receive tax refunds and other payments and rights of
      indemnification.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    “Goods”
      means
      any “Goods,” as such term is defined in the UCC, now owned or hereafter acquired
      by the Securing Party or in which the Securing Party now holds or hereafter
      acquires any interest. 

     

    “Instruments”
      means
      any “Instrument,” as such term is defined in the UCC, now owned or hereafter
      acquired by the Securing Party or in which the Securing Party now holds or
      hereafter acquires any interest.

     

    “Intellectual
      Property”
      means
      all patents, patent applications, trademarks, trademark applications, service
      marks, trade names, copyrights, licenses and other similar rights that are
      necessary or material for use in connection with the Company’s respective
      businesses as described in the SEC Reports (as defined in the Purchase
      Agreement).

     

    “Inventory”
      means
      any “Inventory,” as such term is defined in the UCC, now owned or hereafter
      acquired by the Securing Party or in which the Securing Party now holds or
      hereafter acquires any interest, and, in any event, shall include, without
      limitation, all inventory, goods and other personal property that are held
      by or
      on behalf of the Securing Party for sale or lease or are furnished or are to
      be
      furnished under a contract of service or that constitute raw materials, work
      in
      process or materials used or consumed or to be used or consumed in the Securing
      Party’s business, or the processing, packaging, promotion, delivery or shipping
      of the same, and all finished goods, whether or not the same is in transit
      or in
      the constructive, actual or exclusive possession of the Securing Party or is
      held by others for the Securing Party’s account, including, without limitation,
      all goods covered by purchase orders and contracts with suppliers and all goods
      billed and held by suppliers and all such property that may be in the possession
      or custody of any carriers, forwarding agents, truckers, warehousemen, vendors,
      selling agents or other Persons. 

     

    “Investment
      Property”
      means
      any “Investment property,” as such term is defined in the UCC, and includes
      certificated securities, uncertificated securities, money market funds and
      U.S.
      Treasury bills or notes, now owned or hereafter acquired by the Securing Party
      or in which the Securing Party now holds or hereafter acquires any interest.
      

     

    “Letter
      of Credit Right”
      means
      any “Letter of credit right,” as such term is defined in the UCC, now owned or
      hereafter acquired by the Securing Party or in which the Securing Party now
      holds or hereafter acquires any interest, including any right to payment or
      performance under any letter of credit. 

     

    “Lien”
      means
      any
      mortgage, deed of trust, pledge, hypothecation, assignment for security,
      security interest, encumbrance, levy, lien or charge of any kind, whether
      voluntarily incurred or arising by operation of law or otherwise, against any
      property, any conditional sale or other title retention agreement, any lease
      in
      the nature of a security interest, and the filing of any financing statement
      (other than a precautionary financing statement with respect to a lease that
      is
      not in the nature of a security interest) under the UCC or comparable law of
      any
      jurisdiction. 

     

    “Obligations”
      shall
      mean and include all loans, advances, debts, liabilities and obligations,
      howsoever arising, owed by the Securing Party to the Secured Party of every
      kind
      and description (whether or not evidenced by any note or instrument and whether
      or not for the payment of money), direct or indirect, absolute or contingent,
      due or to become due, now existing or hereafter owed by the Securing Party
      to
      the Secured Party, under or in connection with the Purchase Agreement, the
      Note
      and Warrant Purchase Agreement and the Notes, including without limitation
      all
      interest, fees, charges, expenses, attorneys’ fees and accountants’ fees
      chargeable to the Securing Party or payable by the Securing Party
      thereunder.

    


    “Permitted
      Lien”
means:
      (a) Liens in favor of the Secured Party; (b) any Liens existing on the date
      of
      this Agreement and set forth on Exhibit
      A
      attached
      hereto; (c) Liens for taxes, fees, assessments or other governmental charges
      or
      levies, either not delinquent or being contested in good faith by appropriate
      proceedings; (d) Liens (i) upon or in any Equipment acquired or held by Securing
      Party to secure the purchase price of such Equipment or indebtedness (including
      capital leases) incurred solely for the purpose of financing the acquisition
      of
      such Equipment or (ii) existing on such Equipment at the time of its
      acquisition, provided that the Lien is confined solely to the Equipment so
      acquired, improvements thereon and the Proceeds of such Equipment; (e) leases
      or
      subleases and licenses or sublicenses granted to others in the ordinary course
      of the Securing Party’s business; (f) any right, title or interest of a licensor
      under a license; (g) Liens arising from judgments, decrees or attachments;
      (h)
      easements, reservations, rights-of-way, restrictions, minor defects or
      irregularities in title and other similar Liens affecting real property not
      interfering in any material respect with the ordinary conduct of the business
      of
      the Securing Party; (i) Liens in favor of customs and revenue authorities
      arising as a matter of law to secure payment of customs duties in connection
      with the importation of goods; (j) Liens arising solely by virtue of any
      statutory or common law provision relating to banker’s liens, rights of setoff
      or similar rights and remedies as to deposit accounts or other funds maintained
      with a creditor depository institution; (k) Liens in favor of a depository
      bank
      or a securities intermediary pursuant to such depository bank’s or securities
      intermediary’s customary customer account agreement; provided that any such
      Liens shall at no time secure any indebtedness or obligations other than
      customary fees and charges payable to such depository bank or securities
      intermediary; (l) statutory or common law Liens of landlords and carriers,
      warehousemen, mechanics, suppliers, materialmen, repairmen and other similar
      Liens, arising in the ordinary course of business and securing obligations
      that
      are not yet delinquent or are being contested in good faith by appropriate
      proceedings; (m) Liens incurred or deposits made to secure the performance
      of
      tenders, bids, leases, statutory or regulatory obligations, surety and appeal
      bonds, government contracts, performance and return-of-money bonds, and other
      obligations of like nature, in each case, in the ordinary course of business;
      (n) Liens incurred or deposits made in the ordinary course of business in
      connection with workers’ compensation, unemployment insurance and other types of
      social security; and (o) pledges and deposits securing liability for
      reimbursement or indemnification obligations in respect of letters of credit
      or
      bank guarantees for the benefit of landlords.  

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    “Person”
      means
      any individual, sole proprietorship, partnership, joint venture, trust,
      unincorporated organization, association, corporation, limited liability
      company, institution, public benefit corporation, other entity or government
      (whether federal, state, county, city, municipal, local, foreign, or otherwise,
      including any instrumentality, division, agency, body or department thereof).
      

     

    “Proceeds”
      means
“Proceeds,” as such term is defined in the UCC and, in any event, shall include,
      without limitation, (a) any and all Accounts, Chattel Paper, Instruments, cash
      or other forms of money or currency or other proceeds payable to the Securing
      Party from time to time in respect of the Collateral, (b) any and all proceeds
      of any insurance, indemnity, warranty or guaranty payable to the Securing Party
      from time to time with respect to any of the Collateral, (c) any and all
      payments (in any form whatsoever) made or due and payable to the Securing Party
      from time to time in connection with any requisition, confiscation,
      condemnation, seizure or forfeiture of all or any part of the Collateral by
      any
      governmental authority (or any Person acting under color of governmental
      authority), (d) the proceeds, damages, or recovery based on any claim of the
      Securing Party against third parties (i) for past, present or future
      infringement of any copyright, patent or patent license or (ii) for past,
      present or future infringement or dilution of any trademark or trademark license
      or for injury to the goodwill associated with any trademark, trademark
      registration or trademark licensed under any trademark license and (e) any
      and
      all other amounts from time to time paid or payable under or in connection
      with
      any of the Collateral. 

     

    “Receivables”
      means
      all of the Securing Party’s Accounts, Instruments, Documents, Chattel Paper,
      Supporting Obligations, and letters of credit and Letter of Credit Rights.
      

     

    “Supporting
      Obligation”
      means
      any “Supporting obligation,” as such term is defined in the UCC, now owned or
      hereafter acquired by the Securing Party or in which the Securing Party now
      holds or hereafter acquires any interest. 

     

    “UCC”
      means
      the Uniform Commercial Code as the same may, from time to time, be in effect
      in
      the State of Delaware; provided,
      that in
      the event that, by reason of mandatory provisions of law, any or all of the
      attachment, perfection or priority of, or remedies with respect to, the Secured
      Party’s Lien on any Collateral is governed by the Uniform Commercial Code as
      enacted and in effect in a jurisdiction other than the State of Delaware, the
      term “UCC” shall mean the Uniform Commercial Code as enacted and in effect, from
      time to time, in such other jurisdiction solely for purposes of the provisions
      thereof relating to such attachment, perfection, priority or remedies and for
      purposes of definitions related to such provisions. 

     

    Unless
      otherwise defined herein, all capitalized terms used herein and defined in
      the
      Purchase Agreement shall have the respective meaning given to those terms in
      the
      Purchase Agreement, and the terms that are defined in the UCC and used herein
      shall have the meanings given to them in the UCC.

     

    2. Representations
      and Warranties.
      The
      Securing Party hereby represents and warrants to the Secured Party
      that:

     

    (a) Ownership
      of Collateral.
      The
      Securing Party is the legal and beneficial owner of the Collateral (or, in
      the
      case of after-acquired Collateral, at the time the Securing Party acquires
      rights in the Collateral, will be the legal and beneficial owner thereof).
      Except for Permitted Liens, the Securing Party has rights in or the power to
      transfer the Collateral free and clear of any Lien, security interest or
      encumbrance. 

     

    (b) Valid
      Security Interest.
      The
      Security Interest granted pursuant to this Agreement will constitute a valid
      and
      continuing perfected security interest in favor of the Secured Party in the
      Collateral for which perfection is governed by the UCC or filing with the United
      States Copyright Office or United States Patent and Trademark Office. The
      Security Interest will be prior to all other Liens on the Collateral except
      for
      Permitted Liens.

     

    (c) Organization
      and Good Standing.
      The
      Securing Party has been duly incorporated, and is validly existing and in good
      standing, under the laws of the State of Delaware. 

     

    (d) Receivables.
      Each
      Receivable is genuine and enforceable against the parties obligated to pay
      the
      same free from any right of rescission, defense, setoff or
      discount.

     

    (e) Insurance.
      Each
      insurance policy maintained by the Securing Party is validly existing and is
      in
      full force and effect. The Securing Party is not in default under the provisions
      of any insurance policy, and there are no facts which, with the giving of notice
      or passage of time (or both), would result in such a default under any provision
      of any such insurance policy. 

     

    (f) Valid
      Lien.
      This
      Agreement is effective to create a valid and continuing Lien upon the
      Collateral. All action by the Securing Party necessary or desirable to protect
      and perfect such Lien on each item of the Collateral has been duly taken, to
      the
      extent that a security interest in the Collateral can be perfected under the
      Code by the filing of a UCC-1 financing statement in the filing office of the
      Secretary of State of the State of Delaware.

     

    3. Covenants.
      Unless
      the Secured Party otherwise consents, Securing Party covenants and agrees that,
      from and after the date of this Agreement until the Obligations are paid in
      full:

     

    (a) Other
      Liens.
      The
      Securing Party will defend the Collateral against the claims and demands of
      all
      persons at any time claiming the same or any interest therein, except Permitted
      Liens. 

     

    (b) Further
      Documentation.
      At any
      time and from time to time, upon the writ-ten request of the Secured Party,
      and
      at the sole expense of the Securing Party, the Securing Party will promptly
      and
      duly authenticate and deliver such further instruments and documents and take
      such further action as such Secured Party determines necessary or
      desirable for
      the
      purpose of obtaining or preserving the full benefits of this Agreement and
      of
      the rights and powers herein granted including, without limitation, filing
      any
      financing or continuation statements under the UCC in effect with respect to
      the
      Liens created hereby. The Securing Party also hereby authorizes the Secured
      Party to file any such financing, amendment or continuation statement without
      the authentication of the Securing Party to the extent permitted by applicable
      law. A reproduction of this Agreement shall be sufficient as a financing
      statement (or as an exhibit to a financing statement on form UCC-1) and for
      filing in any jurisdiction.
      Within
      five (5) business days following the date hereof, the Securing Party will file
      appropriate financing statements on form UCC-1 in the State of
      Delaware.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    (c) Indemnification.
      The
      Securing Party agrees to defend, indemnify and hold harmless the Secured Party
      against any and all liabilities, costs and expenses (including, without
      limitation, reasonable legal fees and expenses) (“Liabilities”):
      (i) with respect to, or resulting from, any delay in paying, any and all
      excise, sales or other taxes which may be payable or determined to be payable
      with respect to any of the Collateral, excluding any taxes based on or measured
      by the net income of the Secured Party, except to the extent the validity
      thereof is being contested in good faith and adequate reserves are being
      maintained in connection therewith, (ii) with respect to, or resulting
      from, any delay in complying with any law, rule, regu-lation or order of any
      governmental authority applicable to any of the Collateral, or (iii) in
      connection with any of the transactions contemplated by this Agreement, except
      in each case for Liabilities directly caused by the gross negligence or willful
      misconduct of the Secured Party.

     

    (d) Maintenance
      of Records.
      The
      Securing Party will keep and maintain at its own expense complete and
      satisfactory records
      of the Collateral.

     

    (e) Inspection
      Rights.
      The
      Secured Party shall have full access during normal business hours, and upon
      prior reasonable notice, to all the books, correspondence and other records
      of
      the Securing Party relating to the Collateral. The Secured Party or its
      repre-sentative may examine such records and make photocopies or otherwise
      take
      extracts from such records. The Securing Party agrees to render to the Secured
      Party, at the Securing Party’s expense, such clerical and other assistance as
      such Secured Party may reasonably request with regard to the exercise of its
      rights pursuant to this paragraph. 

     

    (f) Compliance
      with Laws, etc.
      The
      Securing Party (i) will comply in all material respects with all laws, rules,
      regulations and orders of any governmental authority applicable to
      any part
      of
      the Collateral or to the operation of the Securing Party’s business and
      (ii)
      shall not use or permit any Collateral to be used in violation of any provision
      of the Purchase Agreement, the Note and Warrant Purchase Agreement and the
      Notes, any law, rule or obligation or order of any governmental authority,
      or
      any policy of insurance covering the Collateral.

     

    (g) Payment
      of Taxes, Etc.
      The
      Securing Party will pay promptly when due all taxes, assessments and
      governmental charges or levies imposed upon the Collateral or with respect
      to
      any of its income or profits derived from the Collateral, as well as all claims
      of any kind (including, without limitation, claims for labor, materials and
      supplies) against or with respect to the Collateral, except to the extent the
      validity thereof is being contested in good faith and adequate reserves are
      being maintained in connection therewith.

     

    (h) Limitation
      on Liens on Collateral.
      The
      Securing Party will not create, incur or permit to exist, will defend the
      Collateral against, and will take such other action as is necessary to remove,
      any Lien or claim on or to the Collateral, other than Permitted Liens, and
      will
      defend the right, title and interest of the Secured Party in and to any of
      the
      Collateral against the claims and demands of all other persons other than
      Permitted Liens.

     

    (i) Limitations
      on Dispositions of Collateral.
      The
      Securing Party will not sell, transfer, lease, or otherwise dispose of any
      of
      the Collateral, or attempt, offer or contract to do so, other than in the
      ordinary course of business. 

     

    (j) Further
      Identification of Collateral.
      The
      Securing Party will furnish to the Secured Party from time to time statements
      and schedules further identifying and describing the Collateral and such other
      reports in connection with the Collateral as such Secured Party may reasonably
      request, all in detail reasonably acceptable to such Secured Party.

     

    (k) Insurance.
      The
      Securing Party shall (i) maintain and keep in force insurance of the types
      and in amounts customarily carried from time to time during the term of this
      Agreement in its lines of business, including fire, public liability, property
      damage and worker’s compensation, such insurance to be carried with companies
      and in amounts satisfactory to the Secured Party, (ii) deliver to the
      Secured Party from time to time, as the Secured Party may reasonably request,
      schedules setting forth all insurance then in effect, and (iii) deliver to
      the Secured Party copies of each policy of insurance which replaces, or
      evidences the renewal of, each existing policy of insurance at least 15 days
      prior to the expiration of such policy. The Secured Party shall be named as
      additional insured or additional loss payee, as appropriate, on all liability
      and property insurance of the Securing Party and such policies shall contain
      such additional endorsements as shall be reasonably required by the Secured
      Party.

     

    (l) Intellectual
      Property Matters.
      The
      Securing Party shall notify the Secured Party immediately if it knows or has
      reason to know (i) that any application or registration relating to any of
      its
      Intellectual Property may become abandoned or dedicated, or (ii) of any adverse
      determination or development (including the institution of, or any such
      determination or development in, any proceeding in the United States Patent
      and
      Trademark Office, the United States Copyright Office or any court) regarding
      the
      Securing Party’s ownership of any Intellectual Property.

     

    (m) Intellectual
      Property Applications.
      In no
      event shall the Securing Party, either by itself or through any agent, employee,
      licensee or designee, file an application for the registration of any patent,
      trademark or copyright with the United States Patent and Trademark Office,
      the
      United States Copyright Office or any similar office or agency without giving
      the Secured Party prior written notice thereof, and, upon request of the Secured
      Party, the Securing Party shall execute and deliver any and all security
      documents as such Secured Party may request to evidence such Secured Party’s
      Lien on such Intellectual Property and the general intangibles of the Securing
      Party relating thereto or represented thereby. The Securing Party hereby
      authorizes the Secured Party to amend this Agreement (without any further action
      or consent from the Securing Party) to include any such patent, trademark or
      copyright as Collateral hereunder.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    (n) Intellectual
      Property Abandonment.
      The
      Securing Party shall take all actions reasonably necessary or requested by
      the
      Secured Party to maintain and pursue each application, to obtain the relevant
      registration and to maintain the registration of its Intellectual Property,
      including the filing of applications for renewal, affidavits of use, affidavits
      of noncontestability and opposition and interference and cancellation
      proceedings, unless the Secured Party shall determine that such Intellectual
      Property is not material to the conduct of its business.

     

    4. Rights
      with Respect to Collateral

     

    (a) Accounts,
      General Intangibles, etc.
      Secured
      Party hereby authorizes Securing Party to collect any Accounts, Chattel Paper
      and General Intangibles in which Secured Party has been granted a security
      interest hereunder, and Securing Party agrees to use its best efforts to effect
      the prompt collection thereof. Secured Party hereby further authorizes Securying
      Party to use the proceeds of any such collections in the conduct of its business
      in the ordinary course. 

     

    (b) Deposit
      Accounts and Securities Accounts.
      The
      Secured Party agrees that it will not send a notice of exclusive control or
      otherwise exercise control regarding any of the Securing Party’s Deposit
      Accounts or Securities Accounts unless an Event of Default shall have occurred
      and be continuing. 

     

    (c) Investment
      Collateral.
      With
      respect to any Collateral consisting of securities, partnership interest, joint
      venture interest, investments or the like (referred to collectively and
      individually in this Section 4(c) as the “Investment
      Collateral”),
      so
      long as no Event of Default has occurred and is continuing (i) Securing Party
      shall be entitled to exercise any and all voting and other consensual rights
      pertaining to the Investment Collateral, or any part thereof, for any purpose
      not inconsistent with the terms of this Agreement, the Purchase Agreement,
      the
      Note and Warrant Purchase Agreement or the Notes; and (ii) Securing Party shall
      be entitled to receive and to retain and use any and all dividends and
      distributions paid in respect of the Investment Collateral.

     

    (d) Attorney-In-Fact.
      Without
      limiting in any way the responsibility and obligations of the Securing Party
      and
      not as substitute to such obligations, and without derogating from Section
      5
      below, the Securing Party hereby appoints the Secured Party and any officer
      or
      agent of the Secured Party, with full power of substitution, as its
      attorney-in-fact with full irrevocable power and authority in the place of
      the
      Securing Party and in the name of the Securing Party or its own name, from
      time
      to time in the Secured Party’s discretion so long as an Event of Default has
      occurred and is continuing, for the purpose of carrying out the terms of this
      Agreement, to take any appropriate action and to authenticate any instrument
      which may be necessary or desirable to accomplish the purposes of this
      Agreement. Without limiting the foregoing, so long as an Event of Default has
      occurred and is continuing, the Secured Party shall have the right, without
      notice to, or the consent of, the Securing Party, to do any of the following
      on
      the Securing Party’s behalf:

     

    (i) to
      pay or
      discharge any taxes or Liens levied or placed on or threatened against the
      Collateral;

     

    (ii) to
      direct
      any party liable for any payment under any of the Collateral to make payment
      of
      any and all amounts due or to become due thereunder directly to the Secured
      Party or as the Secured Party directs;

     

    (iii) to
      ask
      for or demand, collect, and receive payment of and receipt for, any payments
      due
      or to become due at any time in respect of or arising out of any
      Collateral;

     

    (iv) to
      commence and prosecute any suits, actions or proceedings at law or in equity
      in
      any court of competent jurisdiction to enforce any right in respect of any
      Collateral;

     

    (v) to
      defend
      any suit, action or proceeding brought against the Securing Party with respect
      to any Collateral;

     

    (vi) to
      settle, compromise or adjust any suit, action or proceeding described in
      subsection (v) above and to give such discharges or releases in connection
      therewith as the Secured Party may deem appropriate;

     

    (vii) to
      assign
      any patent right included in the Collateral of the Securing Party (along with
      the goodwill of the business to which any such patent right pertains),
      throughout the world for such term or terms, on such conditions, and in such
      manner, as the Secured Party shall in its sole discretion determine;
      and

     

    (viii) generally,
      to sell, transfer, pledge and make any agreement with respect to or otherwise
      deal with any of the Collateral and to take, at the Secured Party’s option and
      the Securing Party’s expense, any actions which the Secured Party deems
      necessary to protect, preserve or realize upon the Collateral and the Secured
      Party’s Lien on the Collateral and to carry out the intent of this Agreement, in
      each case to the same extent as if the Secured Party was the absolute owner
      of
      the Collateral for all purposes.

     

    The
      Securing Party hereby ratifies whatever actions the Secured Party shall lawfully
      do or cause to be done in accordance with this Section 4. This power of attorney
      shall be a power coupled with an interest and shall be irrevocable.

     

    (e) No
      Duty on the Secured Party’s Part.
      The
      powers conferred on the Secured Party by this Section 4 are solely to protect
      the Secured Party’s interest in the Collateral and shall not impose any duty
      upon it to exercise any such powers. The Secured Party shall be accountable
      only
      for amounts that they actually received as a result of the exercise of such
      powers, and no action taken by the Secured Party or any of its officers,
      directors, employees or agents or omitted to be taken by any such Persons
      pursuant to this Section 4 shall give rise to any defense, counterclaim or
      offset in favor of Securing Party or affect any of the Obligations.


     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    5. Filing
      Agent.
      

     

    (a) Appointment.
      The
      Secured Party hereby appoints any of Michael A. Heller, Ashok J. Chandrasekhar
      and Adam M. Klein as agent for filing purposes for the Secured Party under
      this
      Agreement (in such capacity, the “Filing
      Agent”)
      to
      serve from the date hereof until the termination of this Agreement.


     

    (b) Powers
      and Duties of Filing Agent, Indemnity by the Secured
      Party.
      The
      Secured Party hereby irrevocably authorizes the Filing Agent to take any action
      and to exercise any power in the name of the Secured Party and on its behalf,
      as
      shall be required and as shall be requested by the Securing Party, solely for
      the purpose of filing any registration or application at or with any
      governmental authority, together with such powers as are reasonably incidental
      thereto. Filing Agent may execute any of its duties hereunder by or through
      agents or employees and shall be entitled to request and act in reliance upon
      the advise of counsel concerning all matters pertaining to its duties hereunder
      and shall not be liable for any action taken or omitted to be taken by it in
      good faith in accordance therewith. 

     

    Neither
      the Filing Agent nor any of its directors, officers or employees shall be liable
      or responsible to the Secured Party or to the Securing Party for any action
      taken or omitted to be taken by the Filing Agent or any other such person
      hereunder or under any related agreement, instrument or document, except in
      the
      case of gross negligence or willful misconduct on the part of the Filing Agent,
      nor shall the Filing Agent or any of its directors, officers or employees be
      liable or responsible for (A) the validity, effectiveness, sufficiency,
      enforceability or enforcement of the Notes, this Agreement or any instrument
      or
      document delivered hereunder or relating hereto; (B) the title of the
      Company to any of the Collateral or the freedom of the Collateral from any
      prior
      or other liens or security interests; (C) the determination, verification
      or enforcement of the Company’s compliance with any of the terms and conditions
      of this Agreement; (D) the failure by the Company to deliver any instrument
      or document required to be delivered pursuant to the terms hereof; or
      (E) the receipt, disbursement, waiver, extension or other handling of
      payments or proceeds made or received with respect to the Collateral, the
      servicing of the Collateral or the enforcement or the collection of any amounts
      owing with respect to the Collateral.

     

    In
      the
      case of this Agreement and the transactions contemplated hereby and any related
      document relating to any of the Collateral, the Secured Party agrees to pay
      to
      the Filing Agent, on demand, all fees and all expenses incurred in connection
      with the operation and enforcement of this Agreement, the Notes or any related
      agreement to the extent that such fees or expenses have not been paid by the
      Company. In connection to this Agreement, and each instrument and document
      relating to any of the Collateral, the Secured Party and the Securing Party
      hereby agree to hold the Filing Agent harmless, and to indemnify the Filing
      Agent from and against any and all loss, damage, expense or liability which
      may
      be incurred by the Filing Agent under this Agreement and the transactions
      contemplated hereby, unless such liability shall be caused by the willful
      misconduct or gross negligence of the Filing Agent; provided,
      however,
      that
      the Secured Party shall only be required to indemnify the Filing Agent for
      up to
      an amount equal to the amount paid by the Secured Party pursuant to the Notes
      issued to the Secured Party.

    


    6.
      Performance
      by the Secured Party of the Securing Party’s
      Obligations.
      If the
      Securing Party fails to per-form or comply with any of its representations,
      warranties, covenants or agreements contained in this Agreement and the Secured
      Party performs or complies, or otherwise causes performance or compliance,
      with
      such representation, warranty, covenant or agreement in accordance with the
      terms of this Agreement, then the reasonable expenses of the Secured Party
      incurred in connection with such performance or compliance shall be payable
      by
      the Securing Party to the Secured Party on demand and
      shall
      constitute Obligations secured
      by this Agreement.

     

    7. Remedies.
      If an
      Event of Default has occurred and is continuing, the Secured Party may exercise,
      in addition to all other rights and remedies granted to it in this Agreement
      and
      in any other instrument or agreement relating to the Obligations, all rights
      and
      remedies of a secured party under the UCC. Without limiting the foregoing,
      the
      Secured Party, without demand of performance or other demand, presentment,
      protest, advertisement or notice of any kind (except any notice required by
      law
      or expressly required herein) to or upon the Securing Party or any other person
      (all of which demands, defenses, advertisements and notices are hereby waived),
      may in such circumstances exercise any and all of the following rights and
      remedies, all of which shall be cumulative and not mutually exclusive:


     

    (a) The
      Secured Party may declare by written notice to the Company the Notes, including
      principal plus any accrued interest and any other amounts owing thereunder,
      immediately due and payable;

     

    (b)
       The
      Secured Party may collect, receive, appropriate and realize upon any or all
      of
      the Collateral; and/or 

     

    (c) The
      Secured Party may sell, lease, assign, give an option or options to purchase,
      or
      otherwise dispose of and deliver any or all of the Collateral (or contract
      to do
      any of the foregoing), in one or more parcels at a public or private sale or
      sales, at any exchange, broker’s board or office of the Secured Party or
      elsewhere upon such terms and conditions as the Secured Party may deem
      advisable, for cash or on credit or for future delivery without assumption
      of
      any credit risk. The Secured Party shall have the right upon any such public
      sale or sales and, to the extent permitted by law, upon any such private sale
      or
      sales, to purchase all or any part of the Collateral so sold, free of any right
      or equity of redemption in the Securing Party, which right or equity is hereby
      waived or released. 

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    8. Application
      of Proceeds.
      The
      Secured Party shall apply the net proceeds of any collection, recovery, receipt,
      appropriation, realization, sale or other sum received or collected by the
      Secured Party, whether before or after an Event of Default, on account of the
      Collateral, after deducting all reasonable expenses incurred therein or in
      connection with the care or safekeeping of any of the Collateral or in any
      way
      relating to the Collateral or the rights of the Secured Party under this
      Agreement (including, without limitation, reasonable attorneys’ fees and
      expenses), to the payment in whole or in part of the Obligations, in such order
      as the Secured Party may elect, and only after such application and after the
      payment by the Secured Party of any other amount required by any provision
      of
      law. Any remaining surplus shall be paid to the Securing Party without demand.
      If any notice of a proposed sale or other disposition of Collateral shall be
      required by law, such notice shall be deemed reasonable and proper if given
      at
      least ten days before such sale or other disposition. The Securing Party shall
      remain liable for any deficiency if the proceeds of any sale or other
      disposition of the Collateral are insufficient to pay the Obligations and the
      reasonable fees and disbursements of any attorneys employed by the Secured
      Party
      to collect such deficiency. 

     

    9. Limitation
      on Duties Regarding Preservation of Collateral.
      The
      Secured Party’s sole duty with respect to the custody, safekeeping and
      preservation of the Collateral, under Section 9207 of the UCC or otherwise,
      shall be to use reasonable care in the custody and preservation thereof. Neither
      the Secured Party nor any of its respective directors, officers, employees
      or
      agents shall be liable for failure to demand, collect or realize upon all or
      any
      part of the Collateral or for any delay in doing so or shall be under any
      obligation to sell or otherwise dispose of any Collateral upon the request
      of
      the Securing Party or otherwise.

     

    10. No
      Waiver; Cumulative Remedies.
      The
      Secured Party shall not by any act (except by a written instrument pursuant
      to
      Section 12(a) hereof), delay, indulgence, omission or otherwise be deemed
      to have waived any right or remedy hereunder or to have acquiesced in any
      default under the Notes or in any breach of any of the terms and conditions
      of
      this Agreement. No failure to exer-cise, nor any delay in exercising, on the
      part of the Secured Party, any right, power or privilege hereunder shall operate
      as a waiver thereof. No single or partial exercise of any right, power or
      privilege hereunder shall preclude any other or further exercise thereof or
      the
      exercise of any other right, power or privilege. A waiver by the Secured Party
      of any right or remedy under this Agreement on any one occasion shall not be
      construed as a bar to any right or remedy which the Secured Party would
      otherwise have on any subsequent occasion. The rights and remedies provided
      in
      this Agreement are cumulative, may be exercised singly or concurrently and
      are
      not exclusive of any rights or remedies provided by law.

     

    11. Termination
      of Security Interest.
      Upon
      satisfaction of the Securing Party’s Obligations pursuant to the Notes and this
      Agreement, the security interest granted herein shall terminate and all rights
      to the Collateral shall revert to the Securing Party. Upon any such termination,
      the Secured Party shall authenticate and deliver to the Securing Party such
      documents as the Securing Party may reasonably request to evidence such
      termination.

     

    12. Miscellaneous.

     

    (a) Amendments
      and Waivers.
      This
      Agreement may be amended or terminated and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Company and
      the
      Secured Party. 

     

    (b) Transfer;
      Successors and Assigns.
       The
      terms
      and conditions of this Agreement shall be binding upon the Securing Party and
      its successors and assigns, as well as all persons who become bound as a
      Securing Party to this Agreement and inure to the benefit of the Secured Party
      and its successors and assigns. Nothing in this Agreement, express or implied,
      is intended to confer upon any parties other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations
      or liabilities under or by reason of this Agreement, except as expressly
      provided in this Agreement.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    (c)
       Arbitration. Each
      party agrees that any dispute, controversy, or claim arising in relation to
      this
      Agreement, including with regard to its validity, invalidity, breach,
      enforcement or termination, shall be resolved by binding arbitration in London,
      England, in accordance with the rules of arbitration which are in force in
      the
      United Kingdom on the date when the notice of arbitration is submitted. The
      arbitrability of such dispute, claim or controversy shall also be determined
      in
      such arbitration. Such arbitration proceeding shall be conducted in the English
      language before one (1) arbitrator agreed to by the parties. Both the foregoing
      agreement of the parties to arbitrate any and all such disputes, claims and
      controversies, and the results, determinations, findings, judgments and/or
      awards rendered through any such arbitration shall be final and binding on
      the
      parties hereto and may be specifically enforced by legal proceedings.


     

    (d) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original and all of which together shall constitute one instrument.
      Either or all parties may execute this Agreement by facsimile signature or
      scanned
      signature in PDF format, and
      any
      such facsimile signature or scanned signature, if
      identified, legible and complete, shall
      be
      deemed an original signature and each of the parties is hereby authorized to
      rely thereon.

     

    (e) Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    (f) Notices.
      All
      notices and other communications made pursuant to this Agreement shall be in
      writing and shall be conclusively deemed to have been duly given: 

     

     

    (i) in
      the
      case of hand delivery to the address set forth below, on the next Business
      Day
      after delivery;

     

    (ii) in
      the
      case of delivery by an internationally recognized overnight courier to the
      address set forth below, freight prepaid, on the next Business Day after
      delivery and signed receipt by the recipient; and 

     

    (iii) in
      the
      case of a notice sent by facsimile transmission to the number and addressed
      as
      set forth below, on the next Business Day after delivery, if receipt of such
      facsimile transmission is confirmed. 

     

    For
      all
      notices given pursuant to one of the methods listed above, a copy of the notice
      should also be sent by email to the email address set forth below.

    


    Contact
      details:

     

    If
      to
      the Secured Party:

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    


    Address
      for notices being delivered by hand/courier: 

    


    c/o
      Inventages Whealth Management Inc.

    Winterbotham
      Place, Marlborough & Queen Streets

    P.
      O. Box
      N-3026

    Nassau,
      The Bahamas, Attn: Dr. Gunnar Weikert

    


    Always
      with a copy to: IVC SA, Route de Coppet 26A, 1291 - Commugny, Switzerland,
      Attn:
      Dr. Bogdan von Rueckmann

    


    Always
      with a copy to:  weikert@inventages.com
      and
portfolio@inventages.com

    


    Number
      for notices being delivered by facsimile transmission:

    


    To:
      IVC
      SA, Attn: Dr. Bogdan von Rueckmann, at: +41 21 823 0001

    


    Always
      with a copy to: weikert@inventages.com
      and
portfolio@inventages.com 

    


    If
      to
      the Company:
       

    


    Address
      for notices being delivered by hand/courier:

    


    Organic
      To Go Food Corporation

    3317
      Third Avenue South

    Seattle,
      Washington 98134

    Attn:
      Chief Financial Officer

    


    Always
      with a copy to:

    


    Loeb
      & Loeb LLP

    10100
      Santa Monica Boulevard

    Suite
      2200

    Los
      Angeles, California 90067

    Attention:
      Lawrence Venick, Esq.

    


    Number
      for notices being delivered by facsimile transmission:

    


    To:
      Organic To Go Food Corporation, Attn: Chief Financial Officer, at: +1 206 299
      3707 

    


    Always
      with a copy to: Loeb & Loeb LLP, Attn: Lawrence Venick, Esq, at: +1 310 282
      2200

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    A
      party
      may change or supplement the contact details for service of any notice pursuant
      to this Agreement, or designate additional addresses, facsimile numbers and
      email addresses for the purposes of this Section 8(h) by giving the other
      parties written notice of the new contact details in the manner set forth
      above.

     

    (g) Payments
      Free of Taxes, Etc. All
      payments made by the Securing Party under this Agreement shall be made by the
      Securing Party free and clear of and without deduction for any and all present
      and future taxes, levies, charges, deductions and withholdings excluding any
      taxes based on or measured by the net income of the Secured Party. In addition,
      the Securing Party shall pay upon demand any stamp or other taxes, levies or
      charges of any jurisdiction with respect to the execution, delivery,
      registration, performance and enforcement of this Agreement. Upon request by
      the
      Secured Party, the Securing Party shall furnish evidence satisfactory to such
      Secured Party that all requisite authorizations and approvals by, and notices
      to
      and filings with, governmental authorities and regulatory bodies have been
      obtained and made and that all requisite taxes, levies and charges have been
      paid except to the extent the validity thereof is being contested in good faith
      and adequate reserves are being maintained in connection therewith.

     

    (h) Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, the parties agree to renegotiate such provision in good faith,
      in order to maintain the economic position enjoyed by each party as close as
      possible to that under the provision rendered unenforceable. In the event that
      the parties cannot reach a mutually agreeable and enforceable replacement for
      such provision, then (i) such provision shall be excluded from this
      Agreement, (ii) the balance of the Agreement shall be interpreted as if
      such provision were so excluded and (iii) the balance of the Agreement
      shall be enforceable in accordance with its terms.

     

    (i) Entire
      Agreement.
      This
      Agreement, and the documents referred to herein constitute the entire agreement
      between the parties hereto pertaining to the subject matter hereof.

     

    (j) Confidentiality.
      The
      Secured Party agrees to use the same degree of care as Secured Party uses to
      protect its own confidential information to keep confidential any information
      furnished to such Secured Party pursuant to the Purchase Agreement, the Note
      and
      Warrant Purchase Agreement, the Notes or this Agreement that the Company
      identifies as being confidential or proprietary (so long as such information
      is
      not in the public domain), except that the Secured Party may disclose such
      proprietary or confidential information (i) to any partner, subsidiary or parent
      of such Secured Party as long as such partner, subsidiary or parent is advised
      of and agrees or has agreed to be bound by the confidentiality provisions of
      this Section 11(j) or comparable restrictions; (ii) at such time as it
      enters the public domain through no fault of such Secured Party; (iii) that
      is
      communicated to it free of any obligation of confidentiality; (iv) that is
      developed by such Secured Party or its agents independently of and without
      reference to any confidential information communicated by the Company; or (v)
      as
      required by applicable law.

     

    (k) Governing
      Law.
      This
      Agreement and all actions arising out of or in connection with this Agreement
      shall be governed by and construed in accordance with the laws of the State
      of
      California, without regard to the conflicts of law provisions of the State
      of
      California or of any other state. 

     

    [Signature
      Page Follows]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    The
      Securing Party and the Secured Party have caused this Agreement to be duly
      executed and delivered as of the date first above written.

     

    
      	 	
              ORGANIC
                TO GO FOOD CORPORATION

              a
                Delaware corporation

               

              By:
                _________________________________

              Name:
                Jason Brown

              Title:
                Chief Executive Officer

               

               

              W.HEALTH
                L.P.

               

              By:
                _________________________________

              Dr.
                Gunnar Weikert

              Director,
                Inventages Whealth Management, Inc., as General Partner of W.Health
                L.P.

              


              By:
                __________________________________

              Dr.
                Wolfgang Reichenberger

              Director,
                Inventages Whealth Management, Inc., as General Partner of W.Health
                L.P.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
      A

    List
      of Existing Liens