EXHIBIT 10.1


FOURTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT


          This Fourth
Amendment to Loan and Security Agreement is entered into as of August 9, 2010
(the “Amendment”), by and between PENINSULA BANK BUSINESS FUNDING, a division
of THE PRIVATE BANK OF THE PENINSULA (“Bank”), and VAUGHAN FOODS, INC. and WILD
ABOUT FOOD – OKLAHOMA LLC ( each a “Borrower” and collectively “Borrowers”). 


RECITALS


          Borrowers
and Bank are parties to that certain Loan and Security Agreement as amended
from time to time including that certain First Amendment to Loan and Security
Agreement dated as of September 30, 2009, that certain 2nd Amendment
to Loan and Security Agreement dated as of April 26, 2010 and that certain 3rd
Amendment to Loan and Security Agreement dated as of June 25, 2010,
(collectively the “Agreement”). The parties desire to amend the Agreement in
accordance with the terms of this Amendment. 


          NOW,
THEREFORE, the parties agree as follows: 


          1.
Section 6.9 EBITDA is amended in
its entirety to read as follows: 


	
  

 	
  

 
	
  

 	
 Borrowers shall achieve an EBITDA of at least $2,600,000 for the last
 twelve (12) month period, measured quarterly, beginning with the quarter
 ending September 30, 2010, and continuing through the termination of the Agreement.
 

 


          2. Unless
otherwise defined, all initially capitalized terms in this Amendment shall be
as defined in the Agreement. The Agreement, as amended hereby, shall remain in
full force and effect in accordance with its terms. Except as expressly set
forth herein, the execution, delivery, and performance of this Amendment shall
not operate as a waiver of, or as an amendment of, any right, power, or remedy
of Bank under the Agreement, as in effect prior to the date hereof, or the
Security Agreement. 


          3. This
Amendment may be executed in any number of counterparts and by different
parties on separate counterparts, each of which, when executed and delivered,
shall be deemed to be an original, and all of which, when taken together, shall
constitute but one and the same Amendment. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature page were an original
thereof. Notwithstanding the foregoing, Borrower shall deliver all original
signed documents requested by Bank no later than ten (10) Business Days
following the date of this Amendment. 


          4. As a
condition to the effectiveness of this Amendment, Bank shall have received, in
form and substance satisfactory to Bank, the following: 


	
  

 	
  

 
	
  

 	
 (a) this
 Amendment, duly executed by Borrowers; 

 
	
  

 	
  

 
	
  

 	
 (b) an
 amendment fee of $3,000, plus all Bank Expenses incurred through the date of
 this Amendment; 

 
	
  

 	
  

 
	
  

 	
 (c) such
 other documents and completion of such other matters, as Bank may reasonably
 deem necessary or appropriate.

 









          IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first
date above written. 


	
  

 	
  

 
	
  

 	
 VAUGHAN
 FOODS, INC.

 
	
  

 	
  

 
	
  

 	
 By: /s/ Gene
 P. Jones

 
	
  

 	
  

 
	
  

 	
 Title:
 Secretary, Treasurer and Chief Financial Officer

 
	
  

 	
  

 
	
  

 	
 WILD ABOUT
 FOOD – OKLAHOMA LLC

 
	
  

 	
  

 
	
  

 	
 By: /s/ Gene
 P. Jones

 
	
  

 	
  

 
	
  

 	
 Title:
 Secretary, Treasurer and Chief Financial Officer

 
	
  

 	
  

 
	
  

 	
 PENINSULA
 BANK BUSINESS FUNDING,

 A DIVISION OF THE PRIVATE BANK OF

 THE PENINSULA

 
	
  

 	
  

 
	
  

 	
 By: /s/
 Victor L. Ragni

 
	
  

 	
  

 
	
  

 	
 Title: Vice
 President