AMENDMENT TO SECURED PROMISSORY NOTE

This Amendment to Secured Promissory Note (the “ Amendment ”) is entered into this ___ day of February, 2009, between Organic To Go Food Corporation, a Delaware corporation (the “ Company ”), and W.Health L.P., a limited partnership organized under the laws of the Bahamas (the “ Investor ”).

Reference is hereby made to (i) that certain Secured Promissory Note in the amount of $3,000,000 dated December 2, 2008, issued to the Investor pursuant to that certain Note Purchase Agreement, dated as of November 18, 2008 (the “ Note ”), and (ii) the Note Purchase Agreement by and between the Company and the Investor dated as of February 11, 2009 (the “ Purchase Agreement ”).  Capitalized terms used herein but not defined shall have the meanings attributed thereto in the Purchase Agreement.

WHEREAS, as a condition to the Closing under the Purchase Agreement, the Company and the Investor shall have amended the Note, such that the maturity date (the “Maturity Date”) under the Note shall be extended to March 17, 2010.

NOW, THEREFORE, for the promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Amendment to Note

With effect upon the Clos