Vaughan Foods, Inc. 216 East 12th Street Moore, Oklahoma 73160 June 12, 2006 Mark E. Vaughan Vernon J. Brandt, Jr. Vaughan Foods, Inc. 216 East 12th Street Moore, Oklahoma 73160 Re: Ownership of Allison's Gourmet Kitchens, LP Gentlemen: This letter...

                               Xxxxxxx Foods, Inc.
                              000 Xxxx 00xx Xxxxxx
                              Xxxxx, Xxxxxxxx 00000
                                  June 12, 2006

Xxxx X. Xxxxxxx
Xxxxxx X. Xxxxxx, Xx.
Xxxxxxx Foods, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx 00000

                 Re: Ownership of Xxxxxxx'x Gourmet Kitchens, LP

Gentlemen:

         This letter sets forth the agreement between Xxxxxxx Foods, Inc., and
Xxxx X. Xxxxxxx and Xxxxxx X. Xxxxxx, Xx., who own the following limited
partnership interests in Xxxxxxx'x Gourmet Kitchens, LP, an Oklahoma limited
partnership:

         48%      Xxxx X. Xxxxxxx

         12%      Xxxxxx X. Xxxxxx, Xx.

         Each individual agrees to transfer all of such interest in Xxxxxxx'x
Gourmet Kitchens, LP to Xxxxxxx Foods, Inc. for the purchase price of $1.00,
subject to the condition that the public offering for an amount of at least $20
million underwritten by Xxxxxxx Investment Co. as outlined in the Letter of
Intent dated May 8, 2006 between Xxxxxxx Investment Company, Inc. and Xxxxxxx
Foods Inc. be completed by December 31, 2006. The transfer will be made
simultaneously with the closing of the public offering.

         Please confirm your agreement by signing below and returning a copy to
Xxxxxxx Foods, Inc. at your early convenience.

                                        Very truly yours,

                                        Xxxxxxx Foods, Inc.

                                        By:  /s/ Xxxx X. Xxxxxxx
                                             -------------------
                                             Xxxx X. Xxxxxxx
                                        Its: President
Accepted and agreed:

   /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------
Xxxxxx X. Xxxxxx, Xx., an individual

   /s/ Xxxx X. Xxxxxxx
----------------------------
Xxxx X. Xxxxxxx, an individual

cc: Xxxx Xxxxxx