THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
      HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
      PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE
      SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING
      TRANSACTIONS INVOLVING THIS NOTE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
      WITH
      THE SECURITIES ACT. THIS
      NOTE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION
      PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION OR ANY OTHER TRANSFER OF ANY
      INTEREST IN THIS NOTE.

     

    ORGANIC
      TO GO FOOD CORPORATION

     

    SECURED
      PROMISSORY NOTE

     

    
      
        	$3,000,000.00	
                November
                  __,
                  2008

              


      

    

     

    Seattle,
      Washington

     

    FOR
      VALUE
      RECEIVED, Organic To Go Food Corporation, a Delaware corporation (the
“Company”)
      promises to pay to W.Health L.P., a limited partnership organized under the
      laws
      of the Bahamas (“Investor”),
      or
      its registered assigns, in lawful money of the United States of America the
      principal sum of Three Million Dollars ($3,000,000.00) (the “Principal
      Amount”),
      together with interest from the date hereof on the Principal Amount at the
      rate
      of fifteen percent (15%) per annum, compounded yearly and accruing daily, on
      or
      prior to May __, 2009 (the “Maturity
      Date”)
      in
      accordance with the terms hereof. This Note has been issued pursuant to the
      Note
      Purchase Agreement, dated as of November __, 2008 (as amended, modified or
      supplemented, the “Note
      Purchase Agreement”)
      between the Company and the Investor and is secured by a lien on all the
      tangible and intangible assets of the Company. 

     

    1. Prepayment.
      The
      entire Principal Amount and/or any interest hereon may be prepaid in whole
      or in
      part by the Company at any time. Any payments under this Promissory Note prior
      to the Maturity Date shall be applied first to accrued interest and then to
      principal.

     

    2. Event
      of Default.
      If
      an
      Event of Default (as defined in the Note Purchase Agreement) shall occur, then
      at the election of the Investor, upon a notice to the Company, the principal
      balance of this Note plus accrued and unpaid interest at the rate of
      25% per annum, compounded on an annual basis, shall become due and payable
      immediately in cash.

     

    3. Successors
      and Assigns.
      Subject
      to the restrictions on transfer described in the Note Purchase Agreement, the
      rights and obligations of the Company and Investor shall be binding upon and
      benefit the successors, assigns, heirs, administrators and transferees of the
      parties.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    4. Waiver
      and Amendment.
      Any
      provision of this Note may be amended, waived or modified upon the written
      consent of the Company and the Investor.

     

    5. Notices.
      All
      notices, requests, demands, consents, instructions or other communications
      required or permitted hereunder shall in be in accordance with the notice
      provisions set forth in the Note Purchase Agreement. 

     

    6. Usury.
      In the
      event any interest is paid on this Note which is deemed to be in excess of
      the
      then legal maximum rate, then that portion of the interest payment representing
      an amount in excess of the then legal maximum rate shall be deemed a payment
      of
      principal and applied against the principal of this Note.

     

    7. Waivers.
      The
      Company hereby waives notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor and all other notices or demands
      relative to this instrument.

     

    8. Governing
      Law.
      This
      Note and all actions arising out of or in connection with this Note 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.

     

    9. Arbitration.
      Any
      dispute, controversy, or claim arising in relation to this Note, 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.

     

    [Signature
      Page Follows]

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    The
      Company has caused this Note to be issued as of the date first written
      above.

     

    
      	 	
              Organic
                To Go Food Corporation

              a
                Delaware corporation

               

              By:______________________________

               

              Name:
                Jason Brown

               

              Title:
                Chief Executive Officer