0001376556-11-000010 Sample Contracts

March 30, 2011
Promissory Note • March 30th, 2011 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products

THIS NOTE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW (COLLECTIVELY, THE "SECURITIES LAWS"), AND HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE TRANSFERRED UNLESS IT (I) IS REGISTERED OR QUALIFIED UNDER ALL APPLICABLE SECURITIES LAWS OR (II) IS EXEMPT FROM REGISTRATION OR QUALIFICATION UNDER SUCH LAWS AND THE ISSUER IS PROVIDED WITH AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

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Standard Contracts

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 30th, 2011 • Vaughan Foods, Inc. • Miscellaneous food preparations & kindred products

This Fifth Amendment to Loan and Security Agreement is entered into as of March 23, 2011 (the “Amendment”), by and between PENINSULA BANK BUSINESS FUNDING, a division of THE PRIVATE BANK OF THE PENINSULA (“Bank”), and VAUGHAN FOODS, INC. and WILD ABOUT FOOD - OKLAHOMA LLC ( each a “Borrower” and collectively “Borrowers”).

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