Guarantee

Exhibit 10.18

Guarantee

          This Guarantee (“Guarantee”) is made by the undersigned Daniel W. Dowe, an individual resident of the state of New York (“Guarantor”), to Summit Financial Resources L.P. (“Summit”), a Hawaii limited partnership, as an inducement to Summit to enter into a Financing Agreement and an Addendum to Financing Agreement (Inventory Financing) (collectively, the “Financing Agreement”) with Artisanal Cheese, LLC, a New York limited liability company (“Client”).

          For good and valuable consideration, receipt of which is hereby acknowledged, Guarantor, as a compensated Guarantor, agrees as follows:

          1.           Definitions . Terms defined in the above recitals shall have the meanings set forth above. Terms defined in the singular shall have the same meaning when used in the plural and vice versa. As used herein, the term:

          “Acceptable Account” means an Account of Client which meets and complies with the following conditions:

                      a.          Client has sole and unconditional good title to the Account, the Account and any goods sold to create the Account being free from any other security interest, assignment, lien or other encumbrance of any type;

                      b.          The Account is a bona fide obligation of the account debtor for the amount identified on the invoice evidencing the Account and there have been no payments, deductions, credits, payment terms, or other modifications or reductions in the amount owing on such Account except as disclosed in writing to Summit;

                      c.          Client has no knowledge or reason to believe that the Account will not be timely paid in full by the account debtor;

                      d.          Any services performed or goods sold which give rise to the Account have been rendered or sold in compliance with all applicable laws, ordinances, rules and regulations and were performed or sold in the ordinary course of Client’s business;

                      e.          There have been no extensions, modifications, or other agreements relating to payment of the Account except as disclosed in writing to Summit; and

                      f.          Client has no knowledge of any proceeding that has been commenced or petition filed under any bankruptcy or insolvency law by or against the account debtor; or that a receiver, trustee or custodian has been appointed for any part of the property of the account debtor; or that any property of the account debtor has been assigned for the benefit of creditors.

          “Acceptable Inventory” shall have the meaning set forth in the Addendum to Financing Agreement (Inventory Financing).

          “Account” shall have the meaning set forth in the Financing Agreement.

          “Agreements” means the Financing Agreement or any agreements related thereto.

          “Client Indebtedness” means any and all obligations of Client owing to Summit arising from or related to the Agreements, including, without limitation, the Inventory Indebtedness.

          “Collateral” means, in addition to the meaning set forth in the Financing Agreement, any and all other collateral for the Client Indebtedness and/or the Guarantor Indebtedness, now existing or hereafter created or arising, including Accounts purchased by Summit.

          “Collateral Management Fee / Inventory” shall have the meaning set forth in the Addendum to Financing Agreement (Inventory Financing).

          “Guarantor Indebtedness” means any and all amounts owing to Summit by Guarantor pursuant to this Guarantee.

          “Inventory” shall have the meaning set forth in the Financing Agreement.

          “Inventory Indebtedness” means any and all obligations of Client owing to Summit arising from or related to the Addendum to Financing Agreement (Inventory Financing), including, without limitation, the obligations of Client to pay to Summit when due (i) the total outstanding amount of advances based upon Acceptable Inventory; (ii) all interest accrued on advances based on Acceptable Inventory; and (iii) all fees, including, without limitation, Collateral Management Fee / Inventory, commissions, and charges related to advances based upon Acceptable Inventory.

          “Loss Event” means:

                      a.        Any Account was not an Acceptable Account at the time of purchase by Summit; or

                      b.          Any fraud, intentional misrepresentation, negligent misrepresentation, conversion, misappropriation of payment from an account debtor, or other misconduct by Client or its owners, directors, officers, employees, agents, or representatives shall have occurred with respect to any Account.

          2.           Guarantee .

                      a.           Validity Guarantee. Upon the occurrence of a Loss Event concerning an Account which is not promptly repurchased by Client as required by the Financing Agreement, Guarantor shall pay Summit upon demand the face amount of each such Account.

                      b.           Inventory Financing Guarantee . Guarantor absolutely and unconditionally guarantees to Summit that Client shall promptly and fully perform, pay, and discharge the Inventory Indebtedness. If Client fails to pay any Inventory Indebtedness promptly as the same becomes due, Guarantor agrees to pay the Inventory Indebtedness on demand.

          3.           Guarantee Unconditional . The liability of Guarantor hereunder is not conditional or contingent upon the genuineness, validity, sufficiency or enforceability of the Agreements or any Collateral. Except as otherwise expressly provided herein, Summit shall not be required to (i) proceed against Client by suit or otherwise, (ii) foreclose, proceed against, liquidate or exhaust any Collateral, or (iii) exercise, pursue or enforce any right or remedy Summit may have against any other guarantor (whether hereunder or under a separate instrument), any other party, or otherwise, prior to proceeding against Guarantor. This Guarantee is an absolute and unconditional guarantee of payment of the Accounts which are the subject of a Loss Event and payment of the Inventory Indebtedness, and not of collectability.

          4.           Interest, Collection Costs and Attorneys Fees . If Guarantor fails to pay any Guarantor Indebtedness promptly as the same becomes due, Guarantor agrees to pay (i) interest on the Guarantor Indebtedness from the due date until paid, both before and judgment, at the Daily Funds Rate (as defined in the Financing Agreement), and (ii) all costs and expenses, including reasonable attorneys fees, incurred by Summit in enforcing or exercising any remedies under this Guarantee and any other rights and remedies against Guarantor. Additionally, Guarantor agrees to pay all costs and expenses, including reasonable attorneys fees and legal expenses, incurred by Summit in any bankruptcy proceedings of any type involving Guarantor, including, without limitation, expenses

incurred in modifying or lifting the automatic stay, determining adequate protection, use of cash collateral, or relating to any plan of reorganization.

          5.           Waiver by Guarantor . Guarantor expressly and absolutely, without affecting the liability of Guarantor hereunder:

                      a.          Waives notice of acceptance by Summit of this Guarantee, the offer of guarantee contemplated by this Guarantee, or any other notice which may be required relative to the acceptance of this Guarantee;

                      b.          Waives notice of the failure of Client to make any payment on the Client Indebtedness and notice of the failure of any party to pay to Summit any Account or other indebtedness held by Summit as Collateral;

                      c.          Waives notice of any adverse change in Client’s condition, financial or otherwise, or of any other fact which might materially increase Guarantor’s risk, whether or not Summit has knowledge of the same;

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