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 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 $20
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 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
Vaughan Foods, Inc. at your early convenience.

                                        Very truly yours,

                                        Vaughan Foods, Inc.

                                        By:  /s/ Mark E. Vaughan
                                             -------------------
                                             Mark E. Vaughan
                                        Its: 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