CONSENT TO TRANSFER
AND
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT

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

W I T N E S S E T H:

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

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

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

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

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

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

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

|1. | Defined
  Terms.  Terms used but not otherwise
  defined herein shall have the meanings ascribed to them in the Agreement.                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                 
|2. | Consent to
  Transfer.  Subject to the conditions
  and covenants set forth herein, the Company and OvenWorks hereby consent to
  the Transfer; provided, however, that the foregoing consent
  shall not be deemed a consent to any other sale, pledge or other

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|   | transfer of
  any shares of the Companys common stock owned beneficially or of record by
  Bogatin, or a waiver of any other rights that the Company or OvenWorks may
  have under the Agreement, as amended hereby.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                      
|3. | Amendments to Agreement.                                                                                                                                                                                             
|   |                                                                                                                                                                                                                      
|   | 3.1                                                                                                                                                                                                                  
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|   |                                                                                                                                                                                                                      
|   | 3.2                                                                                                                                                                                                                  
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|   |                                                                                                                                                                                                                      

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| |     |                                                                                                                                      | (b)  | Except as
  permitted under Section 2.3, for a period beginning on the date hereof
  and ending eighteen (18) months from the date hereof (such period of time
  being referred to as the Gogel Lock-Up Period), without the prior
  written consent of the Company and Purchaser, which may be withheld in their
  absolute respective discretion, Gogel may not sell, offer or agree to sell,
  grant any option for the sale of, pledge, make any short sale or maintain any
  short position, establish or maintain a put equivalent position (within the
  meaning of Rule 16-a-1(h) under the Exchange Act), enter into any swap,
  derivative transaction or other arrangement that transfers to another, in
  whole or in part, any of the economic consequences of ownership of his
  respective Shares, or otherwise dispose of any Shares.  Gogel hereby authorizes the Company and
  its transfer agent, if any, to decline to transfer and/or note stop transfer
  restrictions on the transfer books and records of the Company during the
  Gogel Lock-Up Period with respect to the Shares that are subject to this Section
  2.1(b) for which Gogel is the record holder, and, in the case of any such
  Shares for which Gogel is the beneficial but not the record holder, agrees to
  cause the record holder to authorize the Company and its transfer agent, if
  any, to decline to transfer and/or note stop transfer restrictions on such
  books and records with respect to such Shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------ | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | 3.3 | Amendments
  to Section 2.2. 
  Section 2.2(a) of the Agreement is hereby amended and restated in its
  entirety to read as follows:
| |     |                                                                                                                                      |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                      | (a) | With respect
  to each Stockholder, following the expiration of his respective Lock-Up
  Period, until such time as the outstanding shares of Series D Stock and the
  shares of Common Stock outstanding as a result of the conversion of Series D
  Stock represent, on a fully-diluted, as converted basis, less than
  twenty-five percent (25%) of the outstanding capital stock of the Company, if
  such Stockholder proposes to sell, pledge, or otherwise transfer any of his
  Shares to any Person, other than pursuant to the provisions of Section 2.3,
  then he shall first give simultaneous written notice to the Company and Purchaser
  (such written notice being referred to as the Transfer Notice) that
  (i) sets forth the number of Shares he proposes to sell (the Offered
  Shares), (ii) sets forth the name and address of the proposed purchaser
  (the Proposed Purchaser), (iii) sets forth the price and other terms
  of the proposed sale, and (iv) includes a copy of the bona fide written offer
  received by such Stockholder from the Proposed Purchaser.                                                                                                                                                                                                                                                                                                                                                                                                               

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| | 3.4 | Amendments
  to Section 2.3.
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| |     |                             
| |     | (a)                         
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| |     | (b)                         
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| |     |                                                                                                                                 |  |  | aggregated
  for the purposes of calculating the transfer limitations pursuant to this Section
  2.3(b)(iii).
| | --- | ------------------------------------------------------------------------------------------------------------------------------- |  |  | --------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                 |  |  |                                                                                                               
| | 3.5 | Amendments
  to Article IV. 
  Article IV of the Agreement is hereby amended and restated in its
  entirety to read as follows:

ARTICLE IV

CORPORATE GOVERNANCE

[INTENTIONALLY OMITTED]

|4. | Miscellaneous.
|-- | --------------
|   |               
|   | 4.1           
|   |               
|   | 4.2           
|   |               
|   | 4.3           
|   |               
|   | 4.4           
|   |               
|   | 4.5           

[Signatures on following page]

-5-

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

| | TURBOCHEF TECHNOLOGIES, INC.
| | ----------------------------
| |                             
| | By:                         
| |                             
| |                             
| |                             
| |                             
| | OVENWORKS, LLLP             
| |                             
| | By:                         
| |                             
| |                             
| |                             
| |                             
| |                             
| |                             
| | /s/
  Jeffrey B. Bogatin    
| |                             
| | Jeffrey B.
  Bogatin        
| |                             
| | /s/
  Donald J. Gogel       
| |                             
| | Donald J.
  Gogel           
| |                             

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