ESCROW
      AGREEMENT

    


    THIS
      ESCROW AGREEMENT (this
      "Escrow Agreement”), dated as of October 10, 2007, is entered into by and
      between Organic To Go Food Corporation, a Delaware corporation (the "Company")
      and Wells Fargo Bank, National Association, as Escrow Agent (the "Escrow
      Agent").

    


    WHEREAS,
      the
      Company and Investors contemplate entering into a Securities Purchase Agreement
      (the "Purchase Agreement"), pursuant to which each Investor has agreed to
      purchase from the Company, and the Company has agreed to sell to each Investor,
      the number of Shares identified therein (capitalized terms used and not
      otherwise defined herein shall have the meanings given such terms on
Annex
      A
      to this
      Escrow Agreement);

    


    WHEREAS, pursuant
      to the Purchase Agreement, the Company and the Investors have agreed to
      establish an escrow on the terms and conditions set forth in this Escrow
      Agreement; and

    


    WHEREAS,
      the
      Escrow Agent is willing to accept appointment as Escrow Agent only for the
      expressed duties outlined herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises set forth above and other good and valuable
      consideration, the receipt of which is hereby acknowledged, the parties hereto
      agree as follows:

    


    1.
      Proceeds to be Escrowed. Strictly
      for convenience of the Company, a copy of the form of Purchase Agreement is
      attached as Exhibit
      A.
      All
      amounts provided by the Investors in connection with their acquisition of the
      Shares as set forth in the Purchase Agreement shall be deposited with the Escrow
      Agent in immediately available funds by federal wire transfer, such funds being
      referred to herein as the “Escrow Funds.” The Escrow Funds shall be retained in
      escrow by the Escrow Agent in a separate account and invested as stated below.
      Pursuant to the Purchase Agreement, the Investors will be required to deposit
      their respective Escrow Funds directly to the Escrow Agent.

    


    2.
      Identity of Investors. Promptly
      following the execution of the Escrow Agreement, the Company shall expressly
      furnish to the Escrow Agent the information comprising the identity of the
      Investors in the format set forth in the “List of Investors,” attached as
Exhibit
      B,
      or in
      electronic spreadsheet format with the same information. All Escrow Funds shall
      remain the property of the Investors and shall not be subject to any liens
      or
      charges by the Company, or the Escrow Agent, or judgments or creditors' claims
      against the Company, until released to the Company as hereinafter provided.
      Escrow Agent will not use the information provided to it by the Company for
      any
      purpose other than to fulfill its obligations as Escrow Agent. The Company
      and
      the Escrow Agent will treat all Investor information as
      confidential.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
      Disbursement of Funds.

    


    (a) Subject
      to Section 3(c) of this Escrow Agreement, the Escrow Agent shall continue to
      hold the Escrow Funds delivered for deposit hereunder by an Investor until
      the
      earlier of: (1) receipt of a joint written notice from the Company and the
      Investors evidencing termination under Section 6.5(a) of the Purchase Agreement,
      (2) receipt of a written notice from the Company or an Investor evidencing
      termination under Section 6.5(b) of the Purchase Agreement (each of (1) and
      (2),
      a “Termination Election”) and (3) receipt of a written notice from the Company
      that the conditions to closing under Section 5.1 of the Purchase Agreement
      have
      been satisfied.

    


    (b) If
      the
      Escrow Agent receives a Termination Election prior to its receipt of the notice
      contemplated under Section 3(a)(3), then the Escrow Agent shall return the
      Escrow Funds delivered by such Investor as directed by such Investor. If the
      Escrow Agent receives the notice contemplated under Section 3(a)(3) prior to
      a
      Termination Election, then the Escrow Agent shall disburse the portion of the
      Escrow Funds for which the foregoing is the case in accordance with Exhibit
      C
      to this
      Escrow Agreement.

    


    (c) This
      Escrow Agreement shall terminate and be of no further force or effect on the
      earlier of (i) disbursement of the entire amount of the Escrow Funds by the
      Escrow Agent and (ii) the one year anniversary of the Closing Date.

     

    
      
        
        

      

      
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    4.
      Duty and Liability of the Escrow Agent. The
      sole
      duty of the Escrow Agent shall be to receive Escrow Funds and hold them subject
      to release, in accordance herewith, and the Escrow Agent shall be under no
      duty
      to determine whether the Company is complying with requirements of this Escrow
      Agreement, the Purchase Agreement or applicable law in tendering the Escrow
      Funds to the Company and/or the Investors, as the case may be. The Escrow Agent
      shall be obligated only to perform the duties specifically set forth in this
      Escrow Agreement, which shall be deemed purely ministerial in nature. The Escrow
      Agent shall not assume any responsibility for the failure of the Company to
      perform in accordance with this Escrow Agreement. No other agreement entered
      into between the parties, or any of them, shall be considered as adopted or
      binding, in whole or in part, upon the Escrow Agent notwithstanding that any
      such other agreement may be referred to herein or deposited with the Escrow
      Agent or the Escrow Agent may have knowledge thereof, and the Escrow Agent's
      rights and responsibilities shall be governed solely by this Escrow Agreement.
      The Escrow Agent shall not be responsible for or be required to enforce any
      of
      the terms or conditions of the Purchase Agreement or other agreement between
      the
      Company and any other party. The Escrow Agent may conclusively rely upon and
      shall be protected in acting upon any statement, certificate, notice, request,
      consent, order or other document believed by it to be genuine and to have been
      signed or presented by the proper party or parties. The Escrow Agent shall
      have
      no duty or liability to verify any such statement, certificate, notice, request,
      consent, order or other document, and its sole responsibility shall be to act
      only as expressly set forth in this Escrow Agreement. Concurrent with the
      execution of this Escrow Agreement, the Company shall deliver to the Escrow
      Agent an authorized signers form in the form of Exhibit
      D
      to this
      Escrow Agreement. The Escrow Agent shall be under no obligation to institute
      or
      defend any action, suit or proceeding in connection with this Escrow Agreement
      unless first indemnified to its satisfaction. The Escrow Agent may consult
      and
      hire counsel of its own choice with respect to any question arising under this
      Escrow Agreement and the Escrow Agent shall not be liable for any action taken
      or omitted in good faith upon advice of such counsel. The Escrow Agent shall
      not
      be liable for any action taken or omitted by it in good faith except to the
      extent that a court of competent jurisdiction determines that the Escrow Agent's
      gross negligence or willful misconduct was the primary cause of loss. The Escrow
      Agent is acting solely as escrow agent hereunder and owes no duties, covenants
      or obligations, fiduciary or otherwise, to any other person by reason of this
      Escrow Agreement, except as otherwise stated herein, and no implied duties,
      covenants or obligations, fiduciary or otherwise, shall be read into this Escrow
      Agreement against the Escrow Agent.  In the event of any disagreement
      between any of the parties to this Escrow Agreement, or between any of them
      and
      any other person, including any Investor, resulting in adverse claims or demands
      being made in connection with the matters covered by this Escrow Agreement,
      or
      in the event that the Escrow Agent is in doubt as to what action it should
      take
      hereunder, the Escrow Agent may, at its option, refuse to comply with any claims
      or demands on it, or refuse to take any other action hereunder, so long as
      such
      disagreement continues or such doubt exists, and in any such event, the Escrow
      Agent shall not be or become liable in any way or to any person for its failure
      or refusal to act, and the Escrow Agent shall be entitled to continue so to
      refrain from acting until (i) the rights of all interested parties shall have
      been fully and finally adjudicated by a court of competent jurisdiction, or
      (ii)
      all differences shall have been adjudged and all doubt resolved by agreement
      among all of the interested persons, and the Escrow Agent shall have been
      notified thereof in writing signed by all such persons. Notwithstanding the
      foregoing, the Escrow Agent may in its discretion obey the order, judgment,
      decree or levy of any court, whether with or without jurisdiction and the Escrow
      Agent is hereby authorized in its sole discretion to comply with and obey any
      such orders, judgments, decrees or levies. In the event that any controversy
      should arise with respect to this Escrow Agreement the Escrow Agent shall have
      the right, at its option, to institute an interpleader action in any court
      of
      competent jurisdiction to determine the rights of the parties. In no event
      shall
      the Escrow Agent be liable, directly or indirectly, for any special, indirect
      or
      consequential losses or damages of any kind whatsoever (including without
      limitation lost profits), even if the Escrow Agent has been advised of the
      possibility of such losses or damages and regardless of the form of action.
      The
      parties agree that the Escrow Agent has no role in the preparation of the
      Purchase Agreement, has not reviewed any such documents and makes no
      representations or warranties with respect to the information contained therein
      or omitted therefrom. The Escrow Agent shall have no obligation, duty or
      liability with respect to compliance with any federal or state securities,
      disclosure or tax laws concerning the Purchase Agreement or the issuance,
      offering or sale of the Shares. The Escrow Agent shall have no duty or
      obligation to monitor the application and use of the Escrow Funds once
      transferred to the Company and/or an Investor, that being the sole obligation
      and responsibility of such person or entity. Under no circumstances shall the
      Escrow Agent be expected or required to use, risk or advance its own funds
      in
      the performance of its duties or exercise of its rights hereunder.

    


    5.
      Escrow Agent's Fee. The
      Escrow Agent shall be entitled to compensation for its services as stated in
      the
      fee schedule attached hereto as Exhibit
      E,
      which
      compensation shall be paid by the Company. The fee agreed upon for the services
      rendered hereunder is intended as full compensation for the Escrow Agent's
      services as contemplated by this Escrow Agreement; provided, however, that
      in
      the event that the conditions for the disbursement of funds under this Escrow
      Agreement are not fulfilled, or the Escrow Agent renders any material service
      not contemplated in this Escrow Agreement, or there is any assignment of
      interest in the subject matter of this Escrow Agreement, or any material
      modification hereof, or if any material controversy arises hereunder, or the
      Escrow Agent is made a party to any litigation pertaining to this Escrow
      Agreement, or the subject matter hereof, then the Escrow Agent shall be
      reasonably compensated for such extraordinary services and reimbursed for all
      costs and expenses, including reasonable attorney's fees, occasioned by any
      delay, controversy, litigation or event, and the same shall be recoverable
      from
      the Company.

     

    
      
        
        

      

      
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    6.
      Investment of Proceeds.  The
      Escrow Funds shall be credited by Escrow Agent and recorded in an escrow
      account. During the period of this escrow as contemplated in Section 3(c),
      Escrow Agent is hereby authorized by the Company to deposit, transfer, hold
      and
      invest all funds received under this Escrow Agreement, including principal
      and
      interest in Wells Fargo Money Market Deposit Account Fund in accordance with
      Exhibit
      F
      to this
      Escrow Agreement. Any interest received by Escrow Agent with respect to the
      Escrow Funds, including reinvested interest shall become part of the Escrow
      Funds, and shall be disbursed pursuant to Section 3. For tax reporting purposes,
      all interest or other taxable income earned on the Escrow Funds in any tax
      year
      shall be taxable to the Company.

     

    The
      Company shall provide Escrow Agent with such certified tax documentation that
      Escrow Agent may reasonably request within thirty (30) days of such request.
      The
      Company understands that if such tax reporting documentation is not so certified
      to Escrow Agent, Escrow Agent may be required by the Internal Revenue Code
      of
      1986, as amended, to withhold a portion of any interest or other income earned
      on the Escrow Funds pursuant to this Escrow Agreement.

     

    To
      the
      extent that Escrow Agent becomes liable for the payment of any taxes in respect
      of income derived from the investment of funds held or payments made hereunder,
      Escrow Agent shall satisfy such liability to the extent possible from the Escrow
      Funds. The Company agrees to indemnify and hold Escrow Agent harmless from
      and
      against any taxes, additions for late payment, interest, penalties and other
      expenses that may be assessed against Escrow Agent on or with respect to any
      payment or other activities under this Escrow Agreement unless any such tax,
      addition for late payment, interest, penalties and other expenses shall arise
      out of or be caused by the gross negligence or willful misconduct of the Escrow
      Agent.

     

    The
      Company acknowledges that Escrow Agent is not providing investment supervision,
      recommendations or advice.

    


    7.
      Notices. All
      notices, requests, demands, and other communications under this Escrow Agreement
      shall be in writing and shall be deemed to have been duly given (a) on the
      date
      of service if served personally on the party to whom notice is to be given,
      (b)
      on the day of transmission, if sent by facsimile to the number given below,
      and
      confirmation of receipt is obtained promptly after completion of transmission,
      (c) on the day after delivery to Federal Express or similar overnight courier
      or
      the Express Mail service maintained by the United States Postal Service, or
      (d)
      on the fifth day after mailing, if mailed to the party to whom notice is to
      be
      given, by first class mail, registered or certified, postage prepaid, and
      properly addressed, return receipt requested, to the party as
      follows:

     

    
      
        
        

      

      
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                If
                  to the Company:

              	
                Organic
                  To Go Food Corporation

              
	 	
                3317
                  Third Avenue South

              
	 	
                Seattle,
                  Washington 98134

              
	 	
                Attn:
                  Chief Executive Officer

              
	 	
                Facsimile:
                  (206) 838-4695

              
	 	 
	
                If
                  to Escrow Agent:

              	
                Wells
                  Fargo Bank, National Association

              
	 	
                Corporate
                  Trust Services

              
	 	
                707
                  Wilshire Blvd., 17th Floor

              
	 	
                Los
                  Angeles, CA 90017

              
	 	
                Attention:

              
	 	
                Facsimile:

              


      

    

     

    Any
      party
      may change its address for purposes of this Section by giving the other party
      written notice of the new address in the manner set forth above.

    


    8.
      Indemnification of Escrow Agent: The
      Company hereby indemnifies and holds harmless the Escrow Agent from and against,
      any and all loss, liability, cost, damage and expense, including, without
      limitation, reasonable counsel fees, which the Escrow Agent may suffer or incur
      by reason of any action, claim or proceeding brought against the Escrow Agent
      arising out of or relating in any way to this Escrow Agreement or any
      transaction to which this Escrow Agreement relates unless such action, claim
      or
      proceeding is determined by a court of competent jurisdiction to be the direct
      result of the willful misconduct of the Escrow Agent. The terms of this Section
      shall survive the termination of this Escrow Agreement and the resignation
      or
      removal of the Escrow Agent.

    


    9.
      Successors and Assigns. Except
      as
      otherwise provided in the Escrow Agreement, no party hereto shall assign the
      Escrow Agreement or any rights or obligations hereunder without the prior
      written consent of the other parties hereto and each Investor and any such
      attempted assignment without such prior written consent shall be void and of
      no
      force and effect. The Escrow Agreement shall inure to the benefit of and shall
      be binding upon the successors and permitted assigns of the parties hereto.
      Any
      corporation or association into which the Escrow Agent may be converted or
      merged, or with which it may be consolidated, or to which it may sell or
      transfer all or substantially all of its corporate trust business and assets
      as
      a whole or substantially as a whole, or any corporation or association resulting
      from any such conversion, sale, merger, consolidation or transfer to which
      the
      Escrow Agent is a party, shall be and become the successor Escrow Agent under
      this Escrow Agreement and shall have and succeed to the rights, powers, duties,
      immunities and privileges as its predecessor, without the execution or filing
      of
      any instrument or paper or the performance any further act. 

    


    10.
      Governing Law; Jurisdiction. The
      Escrow Agreement shall be construed, performed, and enforced in accordance
      with,
      and governed by, the internal laws of the State of New York, without giving
      effect to the principles of conflicts of laws thereof.

    


    11.
      Severability. In
      the
      event that any part of this Escrow Agreement is declared by any court or other
      judicial or administrative body to be null, void, or unenforceable, said
      provision shall survive to the extent it is not so declared, and all of the
      other provisions of this Escrow Agreement shall remain in full force and
      effect.

     

    
      
        
        

      

      
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    12.
      Amendments; Waivers. The
      Escrow Agreement may be amended or modified, and any of the terms, covenants,
      representations, warranties, or conditions hereof may be waived, only by a
      written instrument executed by each of the Company, the Escrow Agent and each
      Investor. Any waiver by any party of any condition, or of the breach of any
      provision, term, covenant, representation, or warranty contained in the Escrow
      Agreement, in any one or more instances, shall not be deemed to be nor construed
      as further or continuing waiver of any such condition, or of the breach of
      any
      other provision, term, covenant, representation, or warranty of the Escrow
      Agreement. The Company agrees that any requested waiver, modification or
      amendment of this Escrow Agreement shall be consistent with the terms of the
      Purchase Agreement. 

    


    13.
      Entire Agreement. This
      Escrow Agreement contains the entire understanding among the parties hereto
      with
      respect to the escrow contemplated hereby and supersedes and replaces all prior
      and contemporaneous agreements and understandings, oral or written, with regard
      to such escrow.

    


    14.
      Section Headings. The
      section headings in this Escrow Agreement are for reference purposes only and
      shall not affect the meaning or interpretation of this Escrow
      Agreement.

    


    15.
      Counterparts. This
      Escrow Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which shall constitute the same instrument.

    


    16.
      Resignation. The
      Escrow Agent may resign upon thirty (30) days advance written notice to the
      parties hereto. If a successor escrow agent is not appointed within the 30-day
      period following such notice, the Escrow Agent may petition any court of
      competent jurisdiction to name a successor escrow agent or interplead the Escrow
      Funds with such court, whereupon the Escrow Agent’s duties hereunder shall
      terminate.

    


    17.
      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 or entity, except for the
      Investors.

    


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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Escrow Agreement to be executed the day and
      year
      first set forth above.

     

    
      
        	
                Organic
                  To Go Food Corporation

              
	 
	 
	
                Name:
                  Jason Brown

              
	
                Title:
                  Chairman and Chief Executive Officer

              
	 
	
                Wells Fargo Bank, National Association, as Escrow Agent

              
	 
	 
	
                Name:

              
	
                Title:

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Company:
                  Organic To Go Food Corporation

              
	 
	
                 

              
	
                By:
                  Jason Brown

              
	
                Its:
                  Chairman and Chief Executive
                  Officer

              
	
                Date:
                  October __, 2007

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      A

    


    DEFINED
      TERMS

    


    “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.

    


    “Closing”
      means the closing of the purchase and sale of the Shares pursuant to Article
      II
      of the Purchase Agreement.

    


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

    


    “Investors”
      means the investors identified on the signature pages to the Purchase
      Agreement.

    


    “Shares”
      means the
      shares of common stock, par value $0.001 per share, of the Company issued
or
      issuable to the Investors pursuant to the Purchase Agreement.