SECURITIES
        PURCHASE AGREEMENT

       

      This
        Securities Purchase Agreement (this “Agreement”)
        is
        dated as of October 12, 2007, among Organic To Go Food Corporation, a Delaware
        corporation (the “Company”),
        and
        the investors listed on the Schedule of Buyers attached hereto as Annex
        A
        and
        identified on the signature pages hereto (each, an “Investor”
        and
        collectively, the “Investors”).

       

      WHEREAS,
        subject to the terms and conditions set forth in this Agreement and pursuant
        to
        Section 4(2) of the Securities Act (as defined below) and Rule 506 promulgated
        thereunder, the Company desires to issue and sell to each Investor, and each
        Investor, severally and not jointly, desires to purchase from the Company
        certain securities of the Company, as more fully described in this
        Agreement.

       

      NOW,
        THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
        and for other good and valuable consideration the receipt and adequacy of
        which
        are hereby acknowledged, the Company and the Investors agree as
        follows:

       

      ARTICLE
        1.

      DEFINITIONS

       

      1.1. Definitions.
        In addition to the terms defined elsewhere in this Agreement, for all purposes
        of this Agreement, the following terms shall have the meanings indicated
        in this
        Section 1.1:

       

      “Action”
        means
        any action, suit, inquiry, notice of violation, proceeding (including any
        partial proceeding such as a deposition) or investigation pending or threatened
        in writing against or affecting the Company, any Subsidiary or any of their
        respective properties before or by any court, arbitrator, governmental or
        administrative agency, regulatory authority (federal, state, county, local
        or
        foreign), stock market, stock exchange or trading facility.

       

      “Affiliate”
        means
        any Person that, directly or indirectly through one or more intermediaries,
        controls or is controlled by or is under common control with a Person, as
        such
        terms are used in and construed under Rule 144.

       

      “Business
        Day”
        means
        any day except Saturday, Sunday and any day which is a federal legal holiday
        in
        the United States or a day on which banking institutions in the State of
        New
        York or State of Washington are authorized or required by law or other
        governmental action to close.

       

      “Buy-In”
has
        the
        meaning set forth in Section 4.1(c).

       

      “Closing”
        means
        the closing of the purchase and sale of the Securities pursuant to Article
        II.

       

      “Closing
        Date”
        means
        the Business Day on which all of the conditions set forth in Sections 5.1
        and
        5.2 hereof are satisfied, or such other date as the parties may
        agree.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Commission”
        means
        the Securities and Exchange Commission.

       

      “Common
        Stock”
        means
        the common stock of the Company, par value $0.001 per share, and any securities
        into which such common stock may hereafter be reclassified.

       

      “Common
        Stock Equivalents”
        means
        any securities of the Company or any Subsidiary which entitle the holder
        thereof
        to acquire Common Stock at any time, including without limitation, any debt,
        preferred stock, rights, options, warrants or other instrument that is at
        any
        time convertible into or exchangeable for, or otherwise entitles the holder
        thereof to receive, Common Stock or other securities that entitle the holder
        to
        receive, directly or indirectly, Common Stock.

       

      “Company
        Counsel”
        means
        Loeb & Loeb LLP.

       

      “Company
        Deliverables”
        has the
        meaning set forth in Section 2.2(a).

       

      “Disclosure
        Materials”
        has the
        meaning set forth in Section 3.1(h).

       

      “Effective
        Date”
        means
        the date that the initial Registration Statement required by Section 2(a)
        of the
        Registration Rights Agreement is first declared effective by the
        Commission.

       

      "Escrow
        Agreement"
        means
        the Escrow Agreement, dated as of the date hereof, between the Company and
        the
        escrow agent (the “Escrow
        Agent”)
        set
        forth therein, in the form of Exhibit
        C
        hereto.

       

      “Evaluation
        Date”
        has the
        meaning set forth in Section 3.1(s).

       

      “Exchange
        Act”
        means
        the Securities Exchange Act of 1934, as amended.

       

      “GAAP”
        means
        U.S. generally accepted accounting principles.

       

      “Intellectual
        Property Rights”
        has the
        meaning set forth in Section 3.1(p).

       

      “Investment
        Amount”
        means,
        with respect to each Investor, the Investment Amount indicated on such
        Investor’s signature page to this Agreement.

       

      “Investor
        Deliverables”
        has the
        meaning set forth in Section 2.2(b).

       

      “Investor
        Party”
        has the
        meaning set forth in Section 4.7.

       

      “Lien”
        means
        any lien, charge, encumbrance, security interest, right of first refusal
        or
        other restrictions of any kind.

       

      “Losses”
has
        the
        meaning set forth in Section 4.7.

       

      
        
          
          

        

        
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      “Material
        Adverse Effect”
        means
        any of (i) a material and adverse effect on the legality, validity or
        enforceability of any Transaction Document, (ii) a material and adverse effect
        on the results of operations, assets, prospects, business or condition
        (financial or otherwise) of the Company and the Subsidiaries, taken as a
        whole,
        or (iii) an adverse impairment to the Company’s ability to perform on a timely
        basis its obligations under any Transaction Document.

       

      “New
        York Courts”
        means
        the state and federal courts sitting in the City of New York, Borough of
        Manhattan.

       

      “Outside
        Date”
        means
        the thirtieth day following the date of this Agreement.

       

      “Per
        Unit Purchase Price”
        equals
        $1.75.

       

      “Person”
        means an
        individual or corporation, partnership, trust, incorporated or unincorporated
        association, joint venture, limited liability company, joint stock company,
        government (or an agency or subdivision thereof) or other entity of any
        kind.

       

      “Preferred
        Investor”
has
        the
        meaning set forth in Section 4.11(a).

       

      “Proceeding”
        means an
        action, claim, suit, investigation or proceeding (including, without limitation,
        an investigation or partial proceeding, such as a deposition), whether commenced
        or threatened.

       

      “Registration
        Rights Agreement”
        means
        the Registration Rights Agreement, dated as of the date of this Agreement,
        among
        the Company and the Investors, in the form of Exhibit
        B
        hereto.

       

      “Registration
        Statement”
        means a
        registration statement meeting the requirements set forth in the Registration
        Rights Agreement and covering the resale by the Investors of the Shares and
        the
        Warrant Shares.

       

      “Rule
        144”
        means
        Rule 144 promulgated by the Commission pursuant to the Securities Act, as
        such
        Rule may be amended from time to time, or any similar rule or regulation
        hereafter adopted by the Commission having substantially the same effect
        as such
        Rule.

       

      “SEC
        Reports”
        has the
        meaning set forth in Section 3.1(h).

       

      “Securities”
        means
        the Shares, the Warrants and the Warrant Shares.

       

      “Securities
        Act”
        means
        the Securities Act of 1933, as amended.

       

      “Share
        Delivery Date”
has
        the
        meaning set forth in Section 4.1(c).

       

      “Shares”
        means
        the shares of Common Stock issued or issuable to the Investors pursuant to
        this
        Agreement.

       

      “Short
        Sales”
        include,
        without limitation, all “short sales” as defined in Rule 200 promulgated under
        Regulation SHO under the Exchange Act and all types of direct and indirect
        stock
        pledges, forward sale contracts, options, puts, calls, swaps and similar
        arrangements (including on a total return basis), and sales and other
        transactions through non-US broker dealers or foreign regulated
        brokers.

       

      
        
          
          

        

        
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      “Subsidiary”
        means
        any “significant subsidiary” as defined in Rule 1-02(w) of the Regulation S-X
        promulgated by the Commission under the Exchange Act.

       

      “Trading
        Day”
        means
        (i) a day on which the Common Stock is traded on a Trading Market (other
        than
        the OTC Bulletin Board), or (ii) if the Common Stock is not listed on a Trading
        Market (other than the OTC Bulletin Board), a day on which the Common Stock
        is
        traded in the over-the-counter
        market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock
        is
        not quoted on any Trading Market, a day on which the Common Stock is quoted
        in
        the over-the-counter market as reported by the Pink Sheets LLC (or any similar
        organization or agency succeeding to its functions of reporting prices);
        provided, that in the event that the Common Stock is not listed or quoted
        as set
        forth in (i), (ii) and (iii) hereof, then Trading Day shall mean a Business
        Day.

       

      “Trading
        Market”
        means
        whichever of the New York Stock Exchange, the American Stock Exchange, the
        NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ Capital
        Market
        or OTC Bulletin Board on which the Common Stock is listed or quoted for trading
        on the date in question.

       

      “Transaction
        Documents”
        means
        this Agreement, the Warrants, the Registration Rights Agreement, the Escrow
        Agreement and any other documents or agreements executed in connection with
        the
        transactions contemplated hereunder.

       

      “Warrants”
        means
        the
        Common Stock purchase warrants in the form of Exhibit
        A,
        which
        are issuable to the Investors at the Closing.

       

      “Warrant
        Shares” means
        the
        shares of Common Stock issuable upon exercise of the Warrants.

       

      ARTICLE
        2.

      PURCHASE
        AND SALE

       

      2.1. Closing.
        Subject to the terms and conditions set forth in this Agreement, at the Closing,
        the Company shall issue and sell to each Investor, and each Investor shall,
        severally and not jointly, purchase from the Company, the Shares and the
        Warrants representing such Investor’s Investment Amount. The Closing shall take
        place at the offices of Loeb & Loeb LLP, 10100 Santa Monica Boulevard, Suite
        2200, Los Angeles, CA 90067 on the Closing Date or at such other location
        or
        time as the parties may agree.

       

      2.2. Closing
        Deliveries. (a)
        At the
        Closing, the Company shall deliver or cause to be delivered to each Investor
        the
        following (the “Company
        Deliverables”):

       

      (i) a
        certificate evidencing a number of Shares equal to such Investor’s Investment
        Amount divided by the Per Unit Purchase Price, registered in the name of
        such
        Investor;

       

      
        
          
          

        

        
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      (ii) a
        Warrant, registered in the name of such Investor, pursuant to which such
        Investor shall have the right to acquire the number of shares of Common Stock
        equal to 45% of the number of Shares issuable to such Investor pursuant to
        Section 2.2(a)(i);

       

      (iii) the
        legal
        opinion of Company Counsel, in agreed form, addressed to the
        Investors;

       

      (iv) the
        legal
        opinion of Carr
        McClellan Ingersoll Thompson & Horn Professional Law Corporation,
        in
        agreed form, addressed to the Investors;

       

      (v) the
        Escrow Agreement, duly executed by the Company and the Escrow Agent;
        and

       

      (vi) the
        Registration Rights Agreement, duly executed by the Company.

       

      (b) At
        the
        Closing, each Investor shall deliver or cause to be delivered (the “Investor
        Deliverables”):

       

      (i) to
        the
        Company the Registration Rights Agreement, duly executed by such Investor;
        and

       

      (ii) to
        the
        Escrow Agent, such Investor’s Investment Amount, in United States dollars and in
        immediately available funds, by wire transfer to an account designated in
        writing by the Company for such purpose in accordance with the terms of the
        Escrow Agreement.

       

      ARTICLE
        3.

      REPRESENTATIONS
        AND WARRANTIES

       

      3.1. Representations
        and Warranties of the Company. The Company hereby makes the following
        representations and warranties to each Investor:

       

      (a) Subsidiaries.
        The
        Company has no direct or indirect Subsidiaries other than as specified in
        the
        SEC Reports. Except as disclosed in Schedule
        3.1(a),
        the
        Company owns, directly or indirectly, all of the capital stock of each
        Subsidiary free and clear of any and all Liens, and all the issued and
        outstanding shares of capital stock of each Subsidiary are validly issued
        and
        are fully paid, non-assessable and free of preemptive and similar rights.
        

       

      (b) Organization
        and Qualification.
        The
        Company and each Subsidiary are duly incorporated or otherwise organized,
        validly existing and in good standing under the laws of the jurisdiction
        of its
        incorporation or organization (as applicable), with the requisite power and
        authority to own and use its properties and assets and to carry on its business
        as currently conducted. Neither the Company nor any Subsidiary is in violation
        of any of the provisions of its respective certificate or articles of
        incorporation, bylaws or other organizational or charter documents. The Company
        and each Subsidiary are duly qualified to conduct its respective businesses
        and
        are in good standing as a foreign corporation or other entity in each
        jurisdiction in which the nature of the business conducted or property owned
        by
        it makes such qualification necessary, except where the failure to be so
        qualified or in good standing, as the case may be, could not, individually
        or in
        the aggregate, have or reasonably be expected to result in a Material Adverse
        Effect.

       

      
        
          
          

        

        
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      (c) Authorization;
        Enforcement.
        The
        Company has the requisite corporate power and authority to enter into and
        to
        consummate the transactions contemplated by each of the Transaction Documents
        and otherwise to carry out its obligations thereunder. The execution and
        delivery of each of the Transaction Documents by the Company and the
        consummation by it of the transactions contemplated thereby have been duly
        authorized by all necessary action on the part of the Company and no further
        action is required by the Company in connection therewith. Each Transaction
        Document has been (or upon delivery will have been) duly executed by the
        Company
        and, when delivered in accordance with the terms hereof, will constitute
        the
        valid and binding obligation of the Company enforceable against the Company
        in
        accordance with its terms, except as such enforceability may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
        or
        similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by other equitable principles of general
        application.

       

      (d) No
        Conflicts.
        The
        execution, delivery and performance of the Transaction Documents by the Company
        and the consummation by the Company of the transactions contemplated thereby
        do
        not and will not (i) conflict with or violate any provision of the Company’s or
        any Subsidiary’s certificate or articles of incorporation, bylaws or other
        organizational or charter documents, or (ii) conflict with, or constitute
        a
        default (or an event that with notice or lapse of time or both would become
        a
        default) under, or give to others any rights of termination, amendment,
        acceleration or cancellation (with or without notice, lapse of time or both)
        of,
        any agreement, credit facility, debt or other instrument (evidencing a Company
        or Subsidiary debt or otherwise) or other understanding to which the Company
        or
        any Subsidiary is a party or by which any property or asset of the Company
        or
        any Subsidiary is bound or affected, or (iii) result in a violation of any
        law,
        rule, regulation, order, judgment, injunction, decree or other restriction
        of
        any court or governmental authority to which the Company or a Subsidiary
        is
        subject (including federal and state securities laws and regulations), or
        by
        which any property or asset of the Company or a Subsidiary is bound or affected;
        except in the case of each of clauses (ii) and (iii), such as could not,
        individually or in the aggregate, have or reasonably be expected to result
        in a
        Material Adverse Effect. 

       

      (e) Filings,
        Consents and Approvals.
        Neither
        the Company nor any Subsidiary is required to obtain any consent, waiver,
        authorization or order of, give any notice to, or make any filing or
        registration with, any court or other federal, state, local or other
        governmental authority or other Person in connection with the execution,
        delivery and performance by the Company of the Transaction Documents, other
        than
        (i) the filing with the Commission of one or more Registration Statements
        in
        accordance with the requirements of the Registration Rights Agreement, (ii)
        filings required by state securities laws, (iii) the filing of a Notice of
        Sale
        of Securities on Form D with the Commission under Regulation D of the Securities
        Act, (iv) the filings required in accordance with Section 4.5 and (v) those
        that
        have been made or obtained prior to the date of this Agreement.

       

      
        
          
          

        

        
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      (f) Issuance
        of the Securities.
        The
        Securities have been duly authorized and, when issued and paid for in accordance
        with the Transaction Documents, will be duly and validly issued, fully paid
        and
        nonassessable, free and clear of all Liens. The Company has reserved from
        its
        duly authorized capital stock the shares of Common Stock issuable pursuant
        to
        this Agreement and the Warrants in order to issue the Shares and the Warrant
        Shares.

       

      (g) Capitalization.
        The number of shares and type of all authorized, issued and outstanding capital
        stock of the Company, and all shares of Common Stock reserved for issuance
        under
        the Company’s various option and incentive plans, is specified in the SEC
        Reports. Except as specified in the SEC Reports, no securities of the Company
        are entitled to preemptive or similar rights, and no Person has any right
        of
        first refusal, preemptive right, right of participation, or any similar right
        to
        participate in the transactions contemplated by the Transaction Documents.
        Except as specified in the SEC Reports and except as set forth on Schedule
        3.1(g), there are no outstanding options, warrants, scrip rights to
        subscribe to, calls or commitments of any character whatsoever relating to,
        or
        securities, rights or obligations convertible into or exchangeable for, or
        giving any Person any right to subscribe for or acquire, any shares of Common
        Stock, or contracts, commitments, understandings or arrangements by which
        the
        Company or any Subsidiary is or may become bound to issue additional shares
        of
        Common Stock, or securities or rights convertible or exchangeable into shares
        of
        Common Stock. Except with respect to 2,040,446 warrants to purchase Common
        Stock, the issue and sale of the Securities will not, immediately or with
        the
        passage of time, obligate the Company or any Subsidiary to issue shares of
        Common Stock or other securities to any Person (other than the Investors)
        and
        will not result in a right of any holder of Company or Subsidiary securities
        to
        adjust the exercise, conversion, exchange or reset price under such
        securities.

       

      (h) SEC
        Reports; Financial Statements. Except as set forth on Schedule
        3.1(h), the Company has filed all reports required to be filed by it under
        the Securities Act and the Exchange Act, including pursuant to Section 13(a)
        or
        15(d) thereof, for the twelve months preceding the date hereof (or such shorter
        period as the Company was required by law to file such reports) (the foregoing
        materials being collectively referred to herein as the “SEC
        Reports” and, together with the Schedules to this Agreement (if any),
        the “Disclosure Materials”), on a timely basis or has timely
        filed a valid extension of such time of filing and has filed any such SEC
        Reports prior to the expiration of any such extension. As of their respective
        dates, the SEC Reports complied in all material respects with the requirements
        of the Securities Act and the Exchange Act and the rules and regulations
        of the
        Commission promulgated thereunder, and none of the SEC Reports, when filed,
        contained any untrue statement of a material fact or omitted to state a material
        fact required to be stated therein or necessary in order to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading. The financial statements of the Company and any Subsidiary included
        in the SEC Reports comply in all material respects with applicable accounting
        requirements and the rules and regulations of the Commission with respect
        thereto as in effect at the time of filing. Such financial statements have
        been
        prepared in accordance with GAAP applied on a consistent basis during the
        periods involved, except as may be otherwise specified in such financial
        statements or the notes thereto, and fairly present in all material respects
        the
        financial position of the Company and its consolidated Subsidiaries as of
        and
        for the dates thereof and the results of operations and cash flows for the
        periods then ended, subject, in the case of unaudited statements, to normal,
        immaterial, year-end audit adjustments.

       

      
        
          
          

        

        
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      (i) Press
        Releases. The press releases disseminated by the Company since February 13,
        2007 taken as a whole do not contain any untrue statement of a material fact
        or
        omit to state a material fact required to be stated therein or necessary
        in
        order to make the statements therein, in light of the circumstances under
        which
        they were made and when made, not misleading.

       

      (j) Material
        Changes. Since the date of the latest audited financial statements included
        within the SEC Reports, except as specifically disclosed in the SEC Reports
        and
        except as disclosed on Schedule 3.1(j), (i) there has been no event,
        occurrence or development that has had or that could reasonably be expected
        to
        result in a Material Adverse Effect, (ii) neither the Company nor any Subsidiary
        has incurred any liabilities (contingent or otherwise) other than (A) trade
        payables, accrued expenses and other liabilities incurred in the ordinary
        course
        of business consistent with past practice and (B) liabilities not required
        to be
        reflected in the Company’s financial statements pursuant to GAAP or required to
        be disclosed in filings made with the Commission, (iii) neither the Company
        nor
        any Subsidiary has altered its method of accounting or the identity of its
        auditors, (iv) neither the Company nor any Subsidiary has declared or made
        any
        dividend or distribution of cash or other property to its stockholders or
        purchased, redeemed or made any agreements to purchase or redeem any shares
        of
        its capital stock, and (v) neither the Company nor any Subsidiary has issued
        any
        equity securities to any officer, director or Affiliate, except pursuant
        to
        existing stock option plans. The Company does not have pending before the
        Commission any request for confidential treatment of information.

       

      (k) Litigation.
        There
        is no Action which (i) adversely affects or challenges the legality, validity
        or
        enforceability of any of the Transaction Documents or the Securities or (ii)
        except as specifically disclosed in the SEC Reports, could, if there were
        an
        unfavorable decision, individually or in the aggregate, have or reasonably
        be
        expected to result in a Material Adverse Effect. Neither the Company nor
        any
        Subsidiary, nor any director or officer thereof (in his or her capacity as
        such), is or has been the subject of any Action involving a claim of violation
        of or liability under federal or state securities laws or a claim of breach
        of
        fiduciary duty, except as specifically disclosed in the SEC Reports. There
        has
        not been, and to the knowledge of the Company, there is not pending any
        investigation by the Commission involving the Company, any Subsidiary or
        any
        current or former director or officer of the Company (in his or her capacity
        as
        such). The Commission has not issued any stop order or other order suspending
        the effectiveness of any registration statement filed by the Company or any
        Subsidiary under the Exchange Act or the Securities Act.

       

      (l) Labor
        Relations.
        No
        material labor dispute exists or, to the knowledge of the Company, is imminent
        with respect to any of the employees of the Company or any
        Subsidiary.

       

      
        
          
          

        

        
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      (m) Compliance.
        Except
        as set forth on Schedule
        3.1(m),
        neither
        the Company nor any Subsidiary (i) is in default under or in violation of
        (and
        no event has occurred that has not been waived that, with notice or lapse
        of
        time or both, would result in a default by the Company or any Subsidiary
        under),
        nor has the Company or any Subsidiary received notice of a claim that it
        is in
        default under or that it is in violation of, any indenture, loan or credit
        agreement or any other agreement or instrument to which it is a party or
        by
        which it or any of its properties is bound (whether or not such default or
        violation has been waived), (ii) is in violation of any order of any court,
        arbitrator or governmental body, or (iii) is or has been in violation of
        any
        statute, rule or regulation of any governmental authority, including without
        limitation all foreign, federal, state and local laws relating to taxes,
        environmental protection, occupational health and safety, product quality
        and
        safety and employment and labor matters, except in each case as could not,
        individually or in the aggregate, have or reasonably be expected to result
        in a
        Material Adverse Effect. The Company is in compliance with all effective
        requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules
        and
        regulations thereunder, that are applicable to it, except where such
        noncompliance could not have or reasonably be expected to result in a Material
        Adverse Effect.

       

      (n) Regulatory
        Permits.
        The
        Company and the Subsidiaries possess all certificates, authorizations and
        permits issued by the appropriate federal, state, local or foreign regulatory
        authorities necessary to conduct their respective businesses as described
        in the
        SEC Reports, except where the failure to possess such permits could not,
        individually or in the aggregate, have or reasonably be expected to result
        in a
        Material Adverse Effect, and neither the Company nor any Subsidiary has received
        any notice of proceedings relating to the revocation or modification of any
        such
        permits.

       

      (o) Title
        to Assets.
        Except
        as set forth on Schedule
        3.1(o),
        the
        Company and the Subsidiaries have good and marketable title in fee simple
        to all
        real property owned by them that is material to their respective businesses
        and
        good and marketable title in all personal property owned by them that is
        material to their respective businesses, in each case free and clear of all
        Liens, except for Liens as do not materially affect the value of such property
        and do not materially interfere with the use made and proposed to be made
        of
        such property by the Company and the Subsidiaries. Any real property and
        facilities held under lease by the Company and the Subsidiaries are held
        by them
        under valid, subsisting and enforceable leases of which the Company and the
        Subsidiaries are in compliance, except as could not, individually or in the
        aggregate, have or reasonably be expected to result in a Material Adverse
        Effect.

       

      (p) Patents
        and Trademarks.
        The
        Company and the Subsidiaries have, or have rights to use, 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 their respective businesses as described in the SEC
        Reports and which the failure to so have could, individually or in the
        aggregate, have or reasonably be expected to result in a Material Adverse
        Effect
        (collectively, the “Intellectual
        Property Rights”).
        Neither the Company nor any Subsidiary has received a written notice that
        the
        Intellectual Property Rights used by the Company or any Subsidiary violates
        or
        infringes upon the rights of any Person. Except as set forth in the SEC Reports,
        to the knowledge of the Company, all such Intellectual Property Rights are
        enforceable and there is no existing infringement by another Person of any
        of
        the Intellectual Property Rights.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (q) Insurance.
        The
        Company and the Subsidiaries are insured by insurers of recognized financial
        responsibility against such losses and risks and in such amounts as are prudent
        and customary in the businesses in which the Company and the Subsidiaries
        are
        engaged. The Company has no reason to believe that it will not be able to
        renew
        its and the Subsidiaries’ existing insurance coverage as and when such coverage
        expires or to obtain similar coverage from similar insurers as may be necessary
        to continue its business on terms consistent with market for the Company’s and
        such Subsidiaries’ respective lines of business.

       

      (r) Transactions
        With Affiliates and Employees.
        Except
        as set forth in or otherwise not required to be disclosed in the SEC Reports,
        none of the officers or directors of the Company and, to the knowledge of
        the
        Company, none of the employees of the Company or any Subsidiary is presently
        a
        party to any transaction with the Company or any Subsidiary (other than for
        services as employees, officers and directors), including any contract,
        agreement or other arrangement providing for the furnishing of services to
        or
        by, providing for rental of real or personal property to or from, or otherwise
        requiring payments to or from any officer, director or such employee or,
        to the
        knowledge of the Company, any entity in which any officer, director, or any
        such
        employee has a substantial interest or is an officer, director, trustee or
        partner.

       

      (s) Internal
        Accounting Controls.
        The
        Company and the Subsidiaries maintain a system of internal accounting controls
        sufficient to provide reasonable assurance that (i) transactions are executed
        in
        accordance with management’s general or specific authorizations, (ii)
        transactions are recorded as necessary to permit preparation of financial
        statements in conformity with GAAP and to maintain asset accountability,
        (iii)
        access to assets is permitted only in accordance with management’s general or
        specific authorization, and (iv) the recorded accountability for assets is
        compared with the existing assets at reasonable intervals and appropriate
        action
        is taken with respect to any differences. The Company has established disclosure
        controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
        15d-15(e)) for the Company and designed such disclosure controls and procedures
        to ensure that material information relating to the Company, including its
        Subsidiaries, is made known to the certifying officers by others within those
        entities, particularly during the period in which the Company’s Form 10-KSB or
        10-QSB, as the case may be, is being prepared. The Company’s certifying officers
        have evaluated the effectiveness of the Company’s controls and procedures in
        accordance with Item 307 of Regulation S-B under the Exchange Act for the
        Company’s most recently ended fiscal quarter or fiscal year-end (such date, the
“Evaluation
        Date”).
        The
        Company presented in its most recently filed Form 10-KSB or Form 10-QSB the
        conclusions of the certifying officers about the effectiveness of the disclosure
        controls and procedures based on their evaluations as of the Evaluation Date.
        Since the Evaluation Date, there have been no significant changes in the
        Company’s internal controls (as such term is defined in Item 308(c) of
        Regulation S-B under the Exchange Act) or, to the Company’s knowledge, in other
        factors that could significantly affect the Company’s internal
        controls.

       

      
        
          
          

        

        
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      (t) Solvency.
        Based
        on the financial condition of the Company and each Subsidiary as of the Closing
        Date (and assuming that the Closing shall have occurred), (i) the Company’s and
        each Subsidiary’s fair saleable value of its assets exceeds the amount that will
        be required to be paid on or in respect of the Company’s and each Subsidiary’s
        existing debts and other liabilities (including known contingent liabilities)
        as
        they mature, (ii) the Company’s and each Subsidiary’s assets do not constitute
        unreasonably small capital to carry on its business for the current fiscal
        year
        as now conducted and as proposed to be conducted including its capital needs
        taking into account the particular capital requirements of the business
        conducted by the Company and each Subsidiary, and projected capital requirements
        and capital availability thereof, and (iii) the current cash flow of the
        Company
        and each Subsidiary, together with the proceeds the Company and each Subsidiary
        would receive, were it to liquidate all of its assets, after taking into
        account
        all anticipated uses of the cash, would be sufficient to pay all amounts
        on or
        in respect of its debt when such amounts are required to be paid. The Company
        and each Subsidiary does not intend to incur debts beyond its ability to
        pay
        such debts as they mature (taking into account the timing and amounts of
        cash to
        be payable on or in respect of its debt). 

       

      (u) Certain
        Fees.
        Except
        as described in Schedule
        3.1(u),
        no
        brokerage or finder’s fees or commissions are or will be payable by the Company
        or any Subsidiary to any broker, financial advisor or consultant, finder,
        placement agent, investment banker, bank or other Person with respect to
        the
        transactions contemplated by this Agreement. The Investors shall have no
        obligation with respect to any fees or with respect to any claims (other
        than
        such fees or commissions owed by an Investor pursuant to written agreements
        executed by such Investor which fees or commissions shall be the sole
        responsibility of such Investor) made by or on behalf of other Persons for
        fees
        of a type contemplated in this Section that may be due in connection with
        the
        transactions contemplated by this Agreement.

       

      (v) Certain
        Registration Matters.
        Assuming the accuracy of the Investors’ representations and warranties set forth
        in Section 3.2(b)-(e), no registration under the Securities Act is required
        for
        the offer and sale of the Shares and Warrants, and the offer of the Warrant
        Shares, by the Company to the Investors under the Transaction Documents.
        The
        Company is eligible to register its Common Stock for resale by the Investors
        under Form SB-2 promulgated under the Securities Act. Except as specified
        in the
        SEC Reports and except as set forth on Schedule
        3.1(v),
        neither
        the Company nor any Subsidiary has granted or agreed to grant to any Person
        any
        rights (including “piggy-back” registration rights) to have any securities of
        the Company registered with the Commission or any other governmental authority
        that have not been satisfied.

       

      (w) Listing
        and Maintenance Requirements.
        Except
        as specified in the SEC Reports, the Company has not, since February 13,
        2007,
        received notice from any Trading Market to the effect that the Company is
        not in
        compliance with the listing, quoting or maintenance requirements thereof.
        The
        Company is, and has no reason to believe that it will not in the foreseeable
        future continue to be, in compliance with the listing, quoting or maintenance
        requirements for continued listing or quoting of the Common Stock on the
        Trading
        Market on which the Common Stock is currently listed or quoted. The issuance
        and
        sale of the Securities under the Transaction Documents does not contravene
        the
        rules and regulations of the Trading Market on which the Common Stock is
        currently listed or quoted, and no approval of the shareholders of the Company
        thereunder is required for the Company to issue and deliver to the Investors
        the
        Securities contemplated by Transaction Documents.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      (x) Investment
        Company.
        The
        Company and each Subsidiary is not, and is not an Affiliate of, and immediately
        following the Closing will not have become, an “investment company” within the
        meaning of the Investment Company Act of 1940, as amended.

       

      (y) Application
        of Takeover Protections.
        The
        Company has taken all necessary action, if any, in order to render inapplicable
        any control share acquisition, business combination, poison pill (including
        any
        distribution under a rights agreement) or other similar anti-takeover provision
        under the Company’s Certificate of Incorporation (or similar charter documents)
        or the laws of its state of incorporation that is or could become applicable
        to
        the Investors as a result of the Investors and the Company fulfilling their
        obligations or exercising their rights under the Transaction Documents,
        including without limitation the Company’s issuance of the Securities and the
        Investors’ ownership of the Securities.

       

      (z) No
        Additional Agreements.
        The
        Company does not have any agreement or understanding with any Investor with
        respect to the transactions contemplated by the Transaction Documents other
        than
        as specified in the Transaction Documents.

       

      (aa) Consultation
        with Auditors.
        The
        Company and each Subsidiary has consulted its independent auditors concerning
        the accounting treatment of the transactions contemplated by the Transaction
        Documents, and in connection therewith has furnished such auditors complete
        copies of the Transaction Documents.

       

      (bb) Foreign
        Corrupt Practices Act.
        Neither
        the Company nor any Subsidiary, nor to the knowledge of the Company, any
        agent
        or other person acting on behalf of any of the Company or any Subsidiary,
        has,
        directly or indirectly, (i) used any funds, or will use any proceeds from
        the
        sale of the Securities, for unlawful contributions, gifts, entertainment
        or
        other unlawful expenses related to foreign or domestic political activity,
        (ii)
        made any unlawful payment to foreign or domestic government officials or
        employees or to any foreign or domestic political parties or campaigns from
        corporate funds, (iii) failed to disclose fully any contribution made by
        the
        Company or any Subsidiary (or made by any Person acting on their behalf of
        which
        the Company is aware) which is in violation of law, or (iv) has violated
        in any
        material respect any provision of the Foreign Corrupt Practices Act of 1977,
        as
        amended, and the rules and regulations thereunder.

       

      (cc) PFIC.
        Neither
        the Company nor any Subsidiary is or intends to become a “passive foreign
        investment company” within the meaning of Section 1297 of the U.S. Internal
        Revenue Code of 1986, as amended.

       

      (dd) OFAC.
        Neither
        the Company nor any Subsidiary nor, to the knowledge of the Company, any
        director, officer, agent, employee, Affiliate or Person acting on behalf
        of the
        Company or any Subsidiary is currently subject to any U.S. sanctions
        administered by the Office of Foreign Assets Control of the U.S. Treasury
        Department (“OFAC”);
        and
        the Company will not directly or indirectly use the proceeds of the sale
        of the
        Securities, or lend, contribute or otherwise make available such proceeds
        to any
        Subsidiary, joint venture partner or other Person or entity, towards any
        sales
        or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country
        sanctioned by OFAC or for the purpose of financing the activities of any
        Person
        currently subject to any U.S. sanctions administered by OFAC.

       

      
        
          
          

        

        
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      (ee) Money
        Laundering Laws.
        The
        operations of each of the Company and any Subsidiary are and have been conducted
        at all times in compliance with the money laundering statutes of applicable
        jurisdictions, the rules and regulations thereunder and any related or similar
        rules, regulations or guidelines, issued, administered or enforced by any
        applicable governmental agency (collectively, the “Money
        Laundering Laws”)
        and no
        action, suit or proceeding by or before any court or governmental agency,
        authority or body or any arbitrator involving the Company and/or any Subsidiary
        with respect to the Money Laundering Laws is pending or, to the best knowledge
        of the Company, threatened.

       

      (ff) Disclosure.
        The
        Company (on behalf of each Subsidiary) confirms that neither it nor any Person
        acting on its behalf has provided any Investor or its respective agents or
        counsel with any information that the Company believes constitutes material,
        non-public information except insofar as the existence and terms of the proposed
        transactions hereunder may constitute such information. The Company understands
        and confirms that the Investors will rely on the foregoing representations
        and
        covenants in effecting transactions in securities of the Company. All disclosure
        provided to the Investors regarding the Company (including each Subsidiary),
        its
        and any Subsidiary’s business and the transactions contemplated hereby,
        furnished by or on behalf of the Company (including the Company’s
        representations and warranties set forth in this Agreement) are true and
        correct
        and do not contain any untrue statement of a material fact or omit to state
        any
        material fact necessary in order to make the statements made therein, in
        light
        of the circumstances under which they were made, not misleading.

       

      3.2. Representations
        and Warranties of the Investors. Each Investor hereby, for itself and for no
        other Investor, represents and warrants to the Company as follows:

       

      (a) Organization;
        Authority. Such Investor is an entity duly organized, validly existing and
        in good standing under the laws of the jurisdiction of its organization with
        the
        requisite corporate or partnership power and authority to enter into and
        to
        consummate the transactions contemplated by the applicable Transaction Documents
        and otherwise to carry out its obligations thereunder. The execution, delivery
        and performance by such Investor of the transactions contemplated by this
        Agreement has been duly authorized by all necessary corporate or, if such
        Investor is not a corporation, such partnership, limited liability company
        or
        other applicable like action, on the part of such Investor. Each of this
        Agreement and the Registration Rights Agreement has been duly executed by
        such
        Investor, and when delivered by such Investor in accordance with the terms
        hereof, will constitute the valid and legally binding obligation of such
        Investor, enforceable against it in accordance with its terms, except as
        such
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium, liquidation or similar laws relating to, or
        affecting generally the enforcement of, creditors’ rights and remedies or by
        other equitable principles of general application.

       

      (b) Investment
        Intent.
        Such
        Investor is acquiring the Securities as principal for its own account for
        investment purposes only and not with a view to or for distributing or reselling
        such Securities or any part thereof, without prejudice, however, to such
        Investor’s right at all times to sell or otherwise dispose of all or any part of
        such Securities in compliance with applicable federal and state securities
        laws.
        Subject to the immediately preceding sentence, nothing contained herein shall
        be
        deemed a representation or warranty by such Investor to hold the Securities
        for
        any period of time. Such Investor is acquiring the Securities hereunder in
        the
        ordinary course of its business. Such Investor does not have any agreement
        or
        understanding, directly or indirectly, with any Person to distribute any
        of the
        Securities.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (c) Investor
        Status.
        At the
        time such Investor was offered the Securities, it was, and at the date hereof
        it
        is, and on each date on which it exercises Warrants it will be, an “accredited
        investor” as defined in Rule 501(a) under the Securities Act. Such Investor is
        not a registered broker-dealer under Section 15 of the Exchange
        Act.

       

      (d) General
        Solicitation.
        Such
        Investor is not purchasing the Securities as a result of any advertisement,
        article, notice or other communication regarding the Securities published
        in any
        newspaper, magazine or similar media or broadcast over television or radio
        or
        presented at any seminar or any other general solicitation or general
        advertisement.

       

      (e) Access
        to Information.
        Such
        Investor acknowledges that it has reviewed the Disclosure Materials and has
        been
        afforded (i) the opportunity to ask such questions as it has deemed necessary
        of, and to receive answers from, representatives of the Company concerning
        the
        terms and conditions of the offering of the Shares and the merits and risks
        of
        investing in the Securities; (ii) access to information about the Company
        and
        the Subsidiaries and their respective financial condition, results of
        operations, business, properties, management and prospects sufficient to
        enable
        it to evaluate its investment; and (iii) the opportunity to obtain such
        additional information that the Company possesses or can acquire without
        unreasonable effort or expense that is necessary to make an informed investment
        decision with respect to the investment. Neither such inquiries nor any other
        investigation conducted by or on behalf of such Investor or its representatives
        or counsel shall modify, amend or affect such Investor’s right to rely on the
        truth, accuracy and completeness of the Disclosure Materials and the Company’s
        representations and warranties contained in the Transaction
        Documents.

       

      (f) Certain
        Trading Activities.
        Such
        Investor has not directly or indirectly, nor has any Person acting on behalf
        of
        or pursuant to any understanding with such Investor, engaged in any transactions
        in the securities of the Company (including, without limitations, any Short
        Sales involving the Company’s securities) since the earlier to occur of (1) the
        time that such Investor was first contacted by the Company or a finder for
        the
        Company regarding the transactions contemplated by this Agreement and (2)
        the
        30th
        day
        prior to the date of this Agreement. Such Investor covenants that neither
        it nor
        any Person acting on its behalf or pursuant to any understanding with it
        will
        engage in any transactions in the securities of the Company (including Short
        Sales) prior to the time that the transactions contemplated by this Agreement
        are publicly disclosed.

       

      (g) Independent
        Investment Decision.
        Such
        Investor has independently evaluated the merits of its decision to purchase
        the
        Securities pursuant to the Transaction Documents, and such Investor confirms
        that it has not relied on the advice of any other Investor’s business and/or
        legal counsel in making such decision. Such Investor has not relied on the
        business or legal advice of any finder for the Company or any of its agents,
        counsel or Affiliates in making its investment decision hereunder, and confirms
        that none of such Persons has made any representations or warranties to such
        Investor in connection with the transactions contemplated by the Transaction
        Documents.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      The
        Company acknowledges and agrees that no Investor has made or makes any
        representations or warranties with respect to the transactions contemplated
        hereby other than those specifically set forth in this Section 3.2.

       

      ARTICLE
        4.

      OTHER
        AGREEMENTS OF THE PARTIES

       

      4.1. (a) Securities
        may only be disposed of in compliance with state and federal securities laws.
        In
        connection with any transfer of the Securities other than pursuant to an
        effective registration statement, to the Company, to an Affiliate of an Investor
        or in connection with a pledge as contemplated in Section 4.1(b), the Company
        may require the transferor thereof to provide to the Company an opinion of
        counsel selected by the transferor, the form and substance of which opinion
        shall be reasonably satisfactory to the Company, to the effect that such
        transfer does not require registration of such transferred Securities under
        the
        Securities Act.

       

      (b) Certificates
        evidencing the Securities will contain the following legend, until such time
        as
        they are not required under Section 4.1(c):

       

      [NEITHER
        THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
        HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE
        SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
        IN
        RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
        1933,
        AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
        EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
        ACT
        OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
        TO,
        THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
        APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
        TO
        THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
        ACCEPTABLE TO THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE
        UPON
        EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION
        WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      The
        Company acknowledges and agrees that an Investor may from time to time pledge,
        and/or grant a security interest in some or all of the Securities pursuant
        to a
        bona fide margin agreement in connection with a bona fide margin account
        and, if
        required under the terms of such agreement or account, such Investor may
        transfer pledged or secured Securities to the pledgees or secured parties.
        Such
        a pledge or transfer would not be subject to approval or consent of the Company
        and no legal opinion of legal counsel to the pledgee, secured party or pledgor
        shall be required in connection with the pledge, but such legal opinion may
        be
        required in connection with a subsequent transfer following default by the
        Investor transferee of the pledge. No notice shall be required of such pledge.
        At the appropriate Investor’s expense, the Company will execute and deliver such
        reasonable documentation as a pledgee or secured party of Securities may
        reasonably request in connection with a pledge or transfer of the Securities
        including the preparation and filing of any required prospectus supplement
        under
        Rule 424(b)(3) of the Securities Act or other applicable provision of the
        Securities Act to appropriately amend the list of Selling Stockholders
        thereunder. Except as otherwise provided in Section 4.1(c), any Shares subject
        to a pledge or security interest as contemplated by this Section 4.1(b) shall
        continue to bear the legend set forth in this Section 4.1(b) and be subject
        to
        the restrictions on transfer set forth in Section 4.1(a).

       

      (c) Certificates
        evidencing Shares shall not contain any legend (including the legend set
        forth
        in Section 4.1(b)): (i) following a sale or transfer of such Shares pursuant
        to
        an effective registration statement (including a Registration Statement),
        or
        (ii) following a sale or transfer of such Shares pursuant to Rule 144 (assuming
        the transferee is not an Affiliate of the Company), or (iii) while such Shares
        are eligible for sale under Rule 144(k). If
        an
        Investor shall make a sale or transfer of Shares either (x) pursuant to Rule
        144
        or (y) pursuant to a registration statement and in each case shall have
        delivered to the Company or the Company’s transfer agent the certificate
        representing Shares containing a restrictive legend which are the subject
        of
        such sale or transfer
        and a representation letter in customary form (the
        date of
        such sale or transfer and Share delivery being the “Share
        Delivery Date”)
        and (1)
        the Company shall fail to deliver or cause to be delivered to such Investor
        a
        certificate representing such Shares that is free from all restrictive or
        other
        legends by the third Trading Day following the Share Delivery Date and (2)
        following such third Trading Day after the Share Delivery Date and prior
        to the
        time such Shares are received free from restrictive legends, the Investor,
        or
        any third party on behalf of such Investor, purchases (in an open market
        transaction or otherwise) shares of Common Stock to deliver in satisfaction
        of a
        sale by the Investor of such Shares (a "Buy-In"),
        then
        the Company shall pay in cash to the Investor (for costs incurred either
        directly by such Investor or on behalf of a third party) the amount by which
        the
        total purchase price paid for Common Stock as a result of the Buy-In (including
        brokerage commissions, if any) exceed the proceeds received by such Investor
        as
        a result of the sale to which such Buy-In relates. The Investor shall provide
        the Company written notice indicating the amounts payable to the Investor
        in
        respect of the Buy-In.

       

      4.2. Furnishing
        of Information. As long as any Investor owns the Securities, the Company
        covenants to timely file (or obtain extensions in respect thereof and file
        within the applicable grace period) all reports required to be filed by the
        Company after the date hereof pursuant to the Exchange Act. As long as any
        Investor owns Securities, if the Company is not required to file reports
        pursuant to such laws, it will prepare and furnish to the Investors and make
        publicly available in accordance with Rule 144(c) such information as is
        required for the Investors to sell the Shares and Warrant Shares under Rule
        144.
        The Company further covenants that it will take such further action as any
        holder of Securities may reasonably request, all to the extent required from
        time to time to enable such Person to sell the Shares and Warrant Shares
        without
        registration under the Securities Act within the limitation of the exemptions
        provided by Rule 144.

       

      
        
          
          

        

        
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      4.3. Integration.
        The Company shall not, and shall use its best efforts to ensure that no
        Affiliate of the Company shall, sell, offer for sale or solicit offers to
        buy or
        otherwise negotiate in respect of any security (as defined in Section 2 of
        the
        Securities Act) that would be integrated with the offer or sale of the
        Securities in a manner that would require the registration under the Securities
        Act of the sale of the Securities to the Investors, or that would be integrated
        with the offer or sale of the Securities for purposes of the rules and
        regulations of any Trading Market in a manner that would require stockholder
        approval of the sale of the securities to the Investors.

       

      4.4. Subsequent
        Registrations. Other than pursuant to the Registration Statement, prior to
        the Effective Date, the Company may not file any registration statement (other
        than on Form S-8) with the Commission with respect to any securities of the
        Company.

       

      4.5. Securities
        Laws Disclosure; Publicity. By 9:00 a.m. (New York time) four (4) Trading
        Days following the execution of this Agreement, and by 9:00 a.m. (New York
        time)
        four (4) Trading Days following the Closing Date, the Company shall issue
        press
        releases disclosing the transactions contemplated hereby and the Closing.
        Within
        four (4) Trading Days following the execution of this Agreement the Company
        will
        file a Current Report on Form 8-K disclosing the material terms of the
        Transaction Documents (and attach as exhibits thereto the Transaction
        Documents), and within four (4) Trading Days following the Closing Date the
        Company will file an additional Current Report on Form 8-K to disclose the
        Closing (unless this Agreement is executed on the same date as the Closing
        Date,
        in which case only one Form 8-K disclosing the execution of this Agreement
        and
        the Closing need be filed). In addition, the Company will make such other
        filings and notices in the manner and time required by the Commission and
        the
        Trading Market on which the Common Stock is quoted or listed. Notwithstanding
        the foregoing, the Company shall not publicly disclose the name of any Investor,
        or include the name of any Investor in any filing with the Commission (other
        than the Registration Statement and any exhibits to filings made in respect
        of
        this transaction in accordance with filing requirements under the Exchange
        Act)
        or any regulatory agency or Trading Market, without the prior written consent
        of
        such Investor, except to the extent such disclosure is required by law or
        Trading Market regulations.

       

      4.6. Limitation
        on Issuance of Future Priced Securities. During the six months following the
        Closing Date, the Company shall not issue any “Future Priced Securities” as such
        term is described by NASD IM-4350-1.

       

      
        
          
          

        

        
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        4.7. Indemnification
          of Investors. In addition to the indemnity provided in the Registration
          Rights Agreement, the Company will indemnify and hold the Investors and
          their
          directors, officers, shareholders, partners, employees and agents (each,
          an
“Investor
          Party”)
          harmless from any and all losses, liabilities, obligations, claims,
          contingencies, damages, costs and expenses, including all judgments, amounts
          paid in settlements, court costs and reasonable attorneys’ fees and costs of
          investigation (collectively, “Losses”)
          that
          any such Investor Party may suffer or incur as a result of or relating
          to any
          misrepresentation, breach or inaccuracy of any representation, warranty,
          covenant or agreement made by the Company in any Transaction Document.
          In
          addition to the indemnity contained herein, the Company will reimburse
          each
          Investor Party for its reasonable legal and other expenses (including the
          cost
          of any investigation, preparation and travel in connection therewith) incurred
          in connection therewith, as such expenses are incurred. Except as otherwise
          set
          forth herein, the mechanics and procedures with respect to the rights and
          obligations under this Section 4.7 shall be the same as those set forth
          in
          Section 5 of the Registration Rights Agreement.

      

       

      4.8. Non-Public
        Information. The Company covenants and agrees that neither it nor any other
        Person acting on its behalf will provide any Investor or its agents or counsel
        with any information that the Company believes constitutes material non-public
        information, unless prior thereto such Investor shall have executed a written
        agreement regarding the confidentiality and use of such information. The
        Company
        understands and confirms that each Investor shall be relying on the foregoing
        representations in effecting transactions in securities of the
        Company.

       

      4.9. Listing
        of Securities. The Company agrees, (i) if the Company applies to have the
        Common Stock listed or quoted on any Trading Market, other than the Trading
        Market on which the Common Stock is currently listed or quoted, it will include
        in such application the Shares and Warrant Shares, and will take such other
        action as is necessary or desirable to cause the Shares and Warrant Shares
        to be
        listed or quoted on such other Trading Market as promptly as possible, and
        (ii)
        it will take all action reasonably necessary to continue the listing or quoting
        of its Common Stock on a Trading Market and will comply in all material respects
        with the Company’s reporting, filing and other obligations under the bylaws or
        rules of the Trading Market.

       

      4.10. Use
        of
        Proceeds. The Company will use the net proceeds from the sale of the
        Securities hereunder for working capital purposes and not for the satisfaction
        of any portion of the Company’s debt (other than payment of trade payables and
        accrued expenses in the ordinary course of the Company’s business and consistent
        with prior practices),
        or to
        redeem any Common Stock or Common Stock Equivalents.

       

      4.11. Right
        of First Refusal. (a) Any Investor whose aggregate Investment Amount, when
        combined with the aggregate investment amount, if any, set forth on such
        Investor’s signature page to that certain Securities Purchase Agreement dated as
        of June 26, 2007, among the Company and the investors identified on the
        signature pages thereto, is equal to or greater than Five Million Dollars
        ($5,000,000.00) (“Preferred
        Investor”)
        shall
        have the following right of first refusal. During the twelve (12) month period
        immediately following the Closing, each Preferred Investor shall be given
        not
        less than ten (10) Business Days prior written notice of any proposed sale
        by
        the Company of its Common Stock, except in connection with any Excepted
        Issuances (as defined below). Any Preferred Investor who exercises its rights
        pursuant to this Section 4.11 shall have the right during the ten (10) Business
        Days following the aforesaid notice to purchase all (not a portion) of the
        offered Common Stock upon the same terms and conditions set forth in the
        notice.
        If there is more than one (1) Preferred Investor who wishes to exercise such
        right, then the total investment shall be allocated among them in proportion
        to
        their aggregate Investment Amounts as indicated on each such Investor’s
        signature page to this Agreement.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (b) For
        purposes of this Section 4.11, Excepted Issuances shall mean (i) issuance
        of
        securities as full or partial consideration in connection with a merger,
        acquisition, consolidation or purchase of substantially all of the securities
        or
        assets of a corporation or other entity, (ii) the Company’s issuance of
        securities in connection with strategic license agreements and other partnering
        arrangements and financial institutions in connection with credit or financing
        transactions, (iii) the Company’s issuance of securities or the issuances or
        grants of options to purchase securities to the Company’s employees, officers,
        directors or consultants, (iv) issuances as a result of the exercise of and/or
        conversion of any and all of the Company’s convertible securities presently
        outstanding, those issued in connection with the transactions contemplated
        by
        this Agreement (including any warrants issued to any finder as compensation
        in
        connection with the financing that is the subject of this Agreement) and
        those
        issued in the future, and (v) securities issued in connection with stock
        splits,
        dividends and combinations.

       

      ARTICLE
        5.

      CONDITIONS
        PRECEDENT TO CLOSING

       

      5.1. Conditions
        Precedent to the Obligations of the Investors to Purchase Securities. The
        obligation of each Investor to acquire Securities at the Closing is subject
        to
        the satisfaction or waiver by such Investor, at or before the Closing, of
        each
        of the following conditions:

       

      (a) Representations
        and Warranties.
        The
        representations and warranties of the Company contained herein shall be true
        and
        correct in all material respects as of the date when made and as of the Closing
        as though made on and as of such date;

       

      (b) Performance.
        The
        Company shall have performed, satisfied and complied in all material respects
        with all covenants, agreements and conditions required by the Transaction
        Documents to be performed, satisfied or complied with by it at or prior to
        the
        Closing;

       

      (c) No
        Injunction.
        No
        statute, rule, regulation, executive order, decree, ruling or injunction
        shall
        have been enacted, entered, promulgated or endorsed by any court or governmental
        authority of competent jurisdiction that prohibits the consummation of any
        of
        the transactions contemplated by the Transaction Documents;

       

      (d) Adverse
        Changes.
        Since
        the date of execution of this Agreement, no event or series of events shall
        have
        occurred that reasonably could have or result in a Material Adverse
        Effect;

       

      (e) No
        Suspensions of Trading in Common Stock; Listing.
        Trading
        in the Common Stock shall not have been suspended by the Commission or any
        Trading Market (except for any suspensions of trading of not more than one
        Trading Day solely to permit dissemination of material information regarding
        the
        Company) at any time since the date of execution of this Agreement, and the
        Common Stock shall have been at all times since such date listed or quoted
        for
        trading on a Trading Market;

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      (f) Company
        Deliverables.
        The
        Company shall have delivered the Company Deliverables in accordance with
        Section
        2.2(a); and

       

      (g) Termination.
        This
        Agreement shall not have been terminated as to such Investor in accordance
        with
        Section 6.5.

       

      5.2. Conditions
        Precedent to the Obligations of the Company to sell Securities. The
        obligation of the Company to sell Securities at the Closing is subject to
        the
        satisfaction or waiver by the Company, at or before the Closing, of each
        of the
        following conditions:

       

      (a) Representations
        and Warranties.
        The
        representations and warranties of each Investor contained herein shall be
        true
        and correct in all material respects as of the date when made and as of the
        Closing Date as though made on and as of such date;

       

      (b) Performance.
        Each
        Investor shall have performed, satisfied and complied in all material respects
        with all covenants, agreements and conditions required by the Transaction
        Documents to be performed, satisfied or complied with by such Investor at
        or
        prior to the Closing;

       

      (c) No
        Injunction.
        No
        statute, rule, regulation, executive order, decree, ruling or injunction
        shall
        have been enacted, entered, promulgated or endorsed by any court or governmental
        authority of competent jurisdiction that prohibits the consummation of any
        of
        the transactions contemplated by the Transaction Documents;

       

      (d) Investors
        Deliverables.
        Each
        Investor shall have delivered its Investors Deliverables in accordance with
        Section 2.2(b); and

       

      (e) Termination.
        This
        Agreement shall not have been terminated as to such Investor in accordance
        with
        Section 6.5.

       

      ARTICLE
        6.

      MISCELLANEOUS

       

      6.1. Fees
        and Expenses. Each party shall pay the fees and expenses of its advisers,
        counsel, accountants and other experts, if any, and all other expenses incurred
        by such party incident to the negotiation, preparation, execution, delivery
        and
        performance of the Transaction Documents. The Company shall pay all stamp
        and
        other taxes and duties levied in connection with the issuance of the
        Securities.

       

      6.2. Entire
        Agreement. The Transaction Documents, together with the exhibits and
        schedules thereto, contain the entire understanding of the parties with respect
        to the subject matter hereof and supersede all prior agreements, understandings,
        discussions and representations, oral or written, with respect to such matters,
        which the parties acknowledge have been merged into such documents, exhibits
        and
        schedules.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        6.3. Notices.
          Any and all notices or other communications or deliveries required or permitted
          to be provided hereunder shall be in writing and shall be deemed given
          and
          effective on the earliest of (a) the date of transmission, if such notice
          or
          communication is delivered via facsimile (provided the sender receives
          a
          machine-generated confirmation of successful transmission) at the facsimile
          number specified in this Section prior to 6:30 p.m. (New York City time)
          on a
          Trading Day, (b) the next Trading Day after the date of transmission, if
          such
          notice or communication is delivered via facsimile at the facsimile number
          specified in this Section on a day that is not a Trading Day or later than
          6:30
          p.m. (New York City time) on any Trading Day, (c) the Trading Day following
          the
          date of mailing, if sent by U.S. nationally recognized overnight courier
          service, or (d) upon actual receipt by the party to whom such notice is
          required
          to be given. The address for such notices and communications shall be as
          follows:

      

       

      
        	
                If
                  to the Company:

              	Organic
                To Go Food Corporation
	 	3317
                Third Avenue South
	 	Seattle,
                Washington 98134
	 	Attn:
                Chief Executive Officer
	 	Facsimile: (206)
                838-4695
	 	 
	
                With
                  a copy to:

              	Loeb
                & Loeb LLP
	 	10100
                Santa Monica Boulevard
	 	Suite
                2200
	 	Los
                Angeles, California 90067
	 	Attention:
                Gerald M. Chizever, Esq.
	 	Facsimile:
                (310) 282-2200
	 	 
	
                If
                  to an Investor:

              	To
                the address set forth under such Investor’s name on the signature pages
                hereof;


      

       

      or
        such
        other address as may be designated in writing hereafter, in the same manner,
        by
        such Person.

       

      6.4. Amendments;
        Waivers; No Additional Consideration. No provision of this Agreement may be
        waived or amended except in a written instrument signed by the Company and
        the
        Investors holding a majority of the Shares. No waiver of any default with
        respect to any provision, condition or requirement of this Agreement shall
        be
        deemed to be a continuing waiver in the future or a waiver of any subsequent
        default or a waiver of any other provision, condition or requirement hereof,
        nor
        shall any delay or omission of either party to exercise any right hereunder
        in
        any manner impair the exercise of any such right. No consideration shall
        be
        offered or paid to any Investor to amend or consent to a waiver or modification
        of any provision of any Transaction Document unless the same consideration
        is
        also offered to all Investors who then hold Shares. Without the written consent
        or the affirmative vote of each Investor affected thereby, an amendment or
        waiver under this Section 6.4 may not waive or amend any Transaction Document
        the effect of which would be to permit the Company to (1) name any Investor
        as
        an underwriter in a Registration Statement without such Investor’s specific
        written consent thereto, or (2) not include any Registrable Securities (as
        defined in the Registration Rights Agreement) of an Investor in a Registration
        Statement due to their refusal to be named as an underwriter
        therein.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      6.5. Termination.
        This Agreement may be terminated prior to Closing:

       

      (a) by
        written agreement of the Investors and the Company, a copy of which shall
        be
        provided to the Escrow Agent; and

       

      (b) by
        the
        Company or an Investor (as to itself but no other Investor) upon written
        notice
        to the other and to the Escrow Agent, if the Closing shall not have taken
        place
        by 6:30 p.m. Eastern time on the Outside Date; provided,
        that
        the right to terminate this Agreement under this Section 6.5(b) shall not
        be available to any Person whose failure to comply with its obligations under
        this Agreement has been the cause of or resulted in the failure of the Closing
        to occur on or before such time.

       

      In
        the
        event of a termination pursuant to this Section, the Company shall promptly
        notify all non-terminating Investors. Upon a termination in accordance with
        this
        Section 6.5, the Company and the terminating Investor(s) shall not have any
        further obligation or liability (including as arising from such termination)
        to
        the other and no Investor will have any liability to any other Investor under
        the Transaction Documents as a result therefrom.

       

      6.6. Construction.
        The headings herein are for convenience only, do not constitute a part of
        this
        Agreement and shall not be deemed to limit or affect any of the provisions
        hereof. The language used in this Agreement will be deemed to be the language
        chosen by the parties to express their mutual intent, and no rules of strict
        construction will be applied against any party. This Agreement shall be
        construed as if drafted jointly by the parties, and no presumption or burden
        of
        proof shall arise favoring or disfavoring any party by virtue of the authorship
        of any provisions of this Agreement or any of the Transaction
        Documents.

       

      6.7. Successors
        and Assigns. This Agreement shall be binding upon and inure to the benefit
        of the parties and their successors and permitted assigns. The Company may
        not
        assign this Agreement or any rights or obligations hereunder without the
        prior
        written consent of the Investors. Any Investor may assign any or all of its
        rights under this Agreement to any Person to whom such Investor assigns or
        transfers any Securities, provided such transferee agrees in writing to be
        bound, with respect to the transferred Securities, by the provisions hereof
        that
        apply to the “Investors.”

       

      6.8. No
        Third-Party Beneficiaries. This Agreement is intended for the benefit of the
        parties hereto and their respective successors and permitted assigns and
        is not
        for the benefit of, nor may any provision hereof be enforced by, any other
        Person, except as otherwise set forth in Section 4.7 (as to each Investor
        Party).

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      6.9. Governing
        Law. All questions concerning the construction, validity, enforcement and
        interpretation of this Agreement shall be governed by and construed and enforced
        in accordance with the internal laws of the State of New York, without regard
        to
        the principles of conflicts of law thereof. Each party agrees that all
        Proceedings concerning the interpretations, enforcement and defense of the
        transactions contemplated by this Agreement and any other Transaction Documents
        (whether brought against a party hereto or its respective Affiliates, employees
        or agents) shall be commenced exclusively in the New York Courts. Each party
        hereto hereby irrevocably submits to the exclusive jurisdiction of the New
        York
        Courts for the adjudication of any dispute hereunder or in connection herewith
        or with any transaction contemplated hereby or discussed herein (including
        with
        respect to the enforcement of the any of the Transaction Documents), and
        hereby
        irrevocably waives, and agrees not to assert in any Proceeding, any claim
        that
        it is not personally subject to the jurisdiction of any such New York Court,
        or
        that such Proceeding has been commenced in an improper or inconvenient forum.
        Each party hereto hereby irrevocably waives personal service of process and
        consents to process being served in any such Proceeding by mailing a copy
        thereof via registered or certified mail or overnight delivery (with evidence
        of
        delivery) to such party at the address in effect for notices to it under
        this
        Agreement and agrees that such service shall constitute good and sufficient
        service of process and notice thereof. Nothing contained herein shall be
        deemed
        to limit in any way any right to serve process in any manner permitted by
        law.
        Each party hereto hereby irrevocably waives, to the fullest extent permitted
        by
        applicable law, any and all right to trial by jury in any legal proceeding
        arising out of or relating to this Agreement or the transactions contemplated
        hereby. If either party shall commence a Proceeding to enforce any provisions
        of
        a Transaction Document, then the prevailing party in such Proceeding shall
        be
        reimbursed by the other party for its reasonable attorneys’ fees and other costs
        and expenses incurred with the investigation, preparation and prosecution
        of
        such Proceeding.

       

      6.10. Survival.
        The representations, warranties, agreements and covenants contained herein
        shall
        survive the Closing and the delivery of the Securities.

       

      6.11. Execution.
        This Agreement may be executed in two or more counterparts, all of which
        when
        taken together shall be considered one and the same agreement and shall become
        effective when counterparts have been signed by each party and delivered
        to the
        other party, it being understood that both parties need not sign the same
        counterpart. In the event that any signature is delivered by facsimile or
        electronic mail transmission, 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 electronic
        mail
        signature page were an original thereof.

       

      6.12. Severability.
        If any provision of this Agreement is held to be invalid or unenforceable
        in any
        respect, the validity and enforceability of the remaining terms and provisions
        of this Agreement shall not in any way be affected or impaired thereby and
        the
        parties will attempt to agree upon a valid and enforceable provision that
        is a
        reasonable substitute therefor, and upon so agreeing, shall incorporate such
        substitute provision in this Agreement.

       

      6.13. Rescission
        and Withdrawal Right. Notwithstanding anything to the contrary contained in
        (and without limiting any similar provisions of) the Transaction Documents,
        whenever any Investor exercises a right, election, demand or option under
        a
        Transaction Document and the Company does not timely perform its related
        obligations within the periods therein provided, then such Investor may rescind
        or withdraw, in its sole discretion from time to time upon written notice
        to the
        Company, any relevant notice, demand or election in whole or in part without
        prejudice to its future actions and rights.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      6.14. Replacement
        of Securities. If any certificate or instrument evidencing any Securities is
        mutilated, lost, stolen or destroyed, the Company shall issue or cause to
        be
        issued in exchange and substitution for and upon cancellation thereof, or
        in
        lieu of and substitution therefor, a new certificate or instrument, but only
        upon receipt of evidence reasonably satisfactory to the Company of such loss,
        theft or destruction and customary and reasonable indemnity, if requested.
        The
        applicants for a new certificate or instrument under such circumstances shall
        also pay any reasonable third-party costs associated with the issuance of
        such
        replacement Securities. If a replacement certificate or instrument evidencing
        any Securities is requested due to a mutilation thereof, the Company may
        require
        delivery of such mutilated certificate or instrument as a condition precedent
        to
        any issuance of a replacement.

       

      6.15. Remedies.
        In addition to being entitled to exercise all rights provided herein or granted
        by law, including recovery of damages, each of the Investors and the Company
        will be entitled to specific performance under the Transaction Documents.
        The
        parties agree that monetary damages may not be adequate compensation for
        any
        loss incurred by reason of any breach of obligations described in the foregoing
        sentence and hereby agrees to waive in any action for specific performance
        of
        any such obligation the defense that a remedy at law would be
        adequate.

       

      6.16. Payment
        Set Aside. To the extent that the Company makes a payment or payments to any
        Investor pursuant to any Transaction Document or an Investor enforces or
        exercises its rights thereunder, and such payment or payments or the proceeds
        of
        such enforcement or exercise or any part thereof are subsequently invalidated,
        declared to be fraudulent or preferential, set aside, recovered from, disgorged
        by or are required to be refunded, repaid or otherwise restored to the Company,
        a trustee, receiver or any other person under any law (including, without
        limitation, any bankruptcy law, state or federal law, common law or equitable
        cause of action), then to the extent of any such restoration the obligation
        or
        part thereof originally intended to be satisfied shall be revived and continued
        in full force and effect as if such payment had not been made or such
        enforcement or setoff had not occurred.

       

      6.17. Independent
        Nature of Investors’ Obligations and Rights. The obligations of each
        Investor under any Transaction Document are several and not joint with the
        obligations of any other Investor, and no Investor shall be responsible in
        any
        way for the performance of the obligations of any other Investor under any
        Transaction Document. The decision of each Investor to purchase Securities
        pursuant to the Transaction Documents has been made by such Investor
        independently of any other Investor. Nothing contained herein or in any
        Transaction Document, and no action taken by any Investor pursuant thereto,
        shall be deemed to constitute the Investors as a partnership, an association,
        a
        joint venture or any other kind of entity, or create a presumption that the
        Investors are in any way acting in concert or as a group with respect to
        such
        obligations or the transactions contemplated by the Transaction Documents.
        Each
        Investor acknowledges that no other Investor has acted as agent for such
        Investor in connection with making its investment hereunder and that no Investor
        will be acting as agent of such Investor in connection with monitoring its
        investment in the Securities or enforcing its rights under the Transaction
        Documents. Each Investor shall be entitled to independently protect and enforce
        its rights, including without limitation the rights arising out of this
        Agreement or out of the other Transaction Documents, and it shall not be
        necessary for any other Investor to be joined as an additional party in any
        proceeding for such purpose. The Company acknowledges that each of the Investors
        has been provided with the same Transaction Documents for the purpose of
        closing
        a transaction with multiple Investors and not because it was required or
        requested to do so by any Investor.

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      6.18. Limitation
        of Liability. Notwithstanding anything herein to the contrary, the Company
        acknowledges and agrees that the liability of an Investor arising directly
        or
        indirectly, under any Transaction Document of any and every nature whatsoever
        shall be satisfied solely out of the assets of such Investor, and that no
        trustee, officer, other investment vehicle or any other Affiliate of such
        Investor or any investor, shareholder or holder of shares of beneficial interest
        of such a Investor shall be personally liable for any liabilities of such
        Investor.

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGES FOLLOW]

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
        Agreement to be duly executed by their respective authorized signatories
        as of
        the date first indicated above.

      
        	 	 	 
	 	ORGANIC
                TO
                GO FOOD CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	Name:
                Jason Brown
	 	Title:
                Chairman and Chief Executive Officer


      

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK

      SIGNATURE
        PAGES FOR INVESTORS FOLLOW]

       

      

        Signature
          Page to Securities Purchase Agreement

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
        Agreement to be duly executed by their respective authorized signatories
        as of
        the date first indicated above.

       

      
        	 	NAME
                OF INVESTOR
	 	 
	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


      

       

      
        
          	 	
                  Investment Amount: $

                	 
	 	 	 
	 	
                  Tax
                    ID No.:

                	 
	 	 	 
	 	
                  ADDRESS
                    FOR NOTICE

                
	 	 
	 	
                  c/o:

                	 
	 	 	 
	 	
                  Street:

                	 
	 	 	 
	 	
                  City/State/Zip:

                	 
	 	 	 
	 	
                  Attention:

                	 
	 	 	 
	 	
                  Tel:

                	 
	 	 	 
	 	
                  Fax:

                	 
	 	 	 
	 	
                  DELIVERY
                    INSTRUCTIONS

                
	 	
                  (if
                    different from above)

                
	 	 
	 	
                  c/o:

                	 
	 	 	 
	 	
                  Street:

                	 
	 	 	 
	 	
                  City/State/Zip:

                	 
	 	 	 
	 	
                  Attention:

                	 
	 	 	 
	 	
                  Tel:

                	 


        

      

       

       

      Signature
        Page to Securities Purchase Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Annex
        A

       

      SCHEDULE
        OF BUYERS

       

      
        	
                (1)

              	 	
                (2)

              
	
                Buyer

              	 	
                 

                Address
                  and

                Facsimile
                  Number

              
	 	 	 
	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

       

      Form
        of Warrant

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        B

       

      Registration
        Rights Agreement

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

       

      Escrow
        Agreement