Ownership Interest Transfer Agreement between Vaughan Foods, Inc., Mark E. Vaughan, and Vernon J. Brandt, Jr. regarding Allison's Gourmet Kitchens, LP

Summary

Vaughan Foods, Inc. has agreed with Mark E. Vaughan and Vernon J. Brandt, Jr. to purchase their combined 60% ownership interest in Allison's Gourmet Kitchens, LP for $1.00. This transfer is conditional upon the successful completion of a public offering of at least $11,550,000 underwritten by Paulson Investment Company, Inc. by May 15, 2007. The ownership transfer will occur at the same time as the closing of the public offering.

EX-10.11 9 c44364_ex10-11.txt EXHIBIT 10.11 VAUGHAN FOODS, INC. 216 East 12th Street Moore, Oklahoma 73160 April 20, 2007 Mark E. Vaughan Vernon J. Brandt, Jr. Vaughan Foods, Inc. 216 East 12th Street Moore, Oklahoma 73160 Re: Conveyance of Ownership Interests in Allison's Gourmet Kitchens, LP Gentlemen: This letter sets forth the agreement between Vaughan Foods, Inc., and Mark E. Vaughan and Vernon J. Brandt, Jr., who own the following limited partnership interests in Allison's Gourmet Kitchens, LP, an Oklahoma limited partnership: 48% Mark E. Vaughan 12% Vernon J. Brandt, Jr. Each individual agrees to transfer all of such interest in Allison's Gourmet Kitchens, LP to Vaughan Foods, Inc. for the purchase price of $1.00, subject to the condition that the public offering for an amount of at least $11,550,000 million underwritten by Paulson Investment Co. as outlined in the Letter of Intent dated May 8, 2006 between Paulson Investment Company, Inc. and Vaughan Foods, Inc. be completed by May 15, 2007. The transfer will be made simultaneously with the closing of the public offering. Please confirm your agreement by signing below and returning a copy of Vaughan Foods, Inc. at your early convenience. Very truly yours, VAUGHAN FOODS, INC. By: /s/ Mark E. Vaughan ------------------- Mark E. Vaughan, President Accepted and agreed: /s/ Vernon J. Brandt Jr. - ------------------------ Vernon J. Brandt, Jr., an individual /s/ Mark E. Vaughan - ------------------- Mark E. Vaughan, an individual cc: Stan Gustas