This TRANSFER AGREEMENT (the "Agreement") is dated as of March __, 2001 (the "Signing Date") and is
entered into by and among GourmetMarket.com, Inc., a Delaware corporation ("GMC"), and Gourmet
Productions, Inc., a California corporation, doing business as VirtualGourmet.com ("VG") and Rundell Coursey
Company, a Georgia corporation ("RCC").
WHEREAS, on or about September 26, 2000, GMC made, executed, and delivered to RCC a certain
promissory note secured by all assets of GMC and payable to RCC in the principal sum of $75,000.00 plus
interest thereon ("$75,000 Note").
WHEREAS, on or about October 19, 2000, GMC made, executed, and delivered to RCC a certain promissory
note secured by all assets of GMC and payable to RCC in the principal sum of $25,000.00 plus interest thereon
WHEREAS, under the terms of the $75,000 Note and the $25,000 Note, RCC was granted warrants to
purchase 15,000 and 5,000 shares respectively of GMC stock at the exercise price of $.01 per shares.
WHEREAS, the $75,000 Note and the $25,000 Note have both matured and are due and payable.
WHEREAS, VG is interested in acquiring the domain name and brand name of GourmetMarket.com.
WHEREAS, the parties hereto desire to enter into an agreement on the terms and conditions set forth herein
whereby GMC shall transfer certain assets, including the domain and brand name GourmetMarket.com, to VG
and shall deliver to RCC the warrants previously granted to RCC in exchange for forgiveness of GMC's
indebtedness to RCC, a percentage of sales from future operation of the GourmetMarket.com site, and an equity
position in VG; and
WHEREAS, GMC has obtained the approvals to make such transfer to VG;
NOW THEREFORE, in consideration of the mutual agreements contained herein and such other consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
TRANSFER OF ASSETS
1.1 TRANSFER OF ASSETS. Subject to the terms and co