ASSET PURCHASE AGREEMENT

THIS IS AN AGREEMENT made as of the 17th day of April, 2007 by and among:

WHEREAS, the Seller owns and operates a business which engages in the food service business consisting of contract packaging, school meals and senior feeding services (the " Business "); and

WHEREAS, the Seller desires to sell substantially all of the assets of the Business, tangible and intangible, including without limitation all rights to the name "Lindley Food Services" (but excluding the Excluded Assets as hereinafter defined); and

WHEREAS, the Buyer is willing to purchase said assets on the terms and subject to the conditions hereinafter set forth; and

NOW, THEREFORE, IN VIEW OF THE FOREGOING AND IN CONSIDERATION OF THE MUTUAL PROMISES HEREINAFTER SET FORTH, THE PARTIES HERETO DO HEREBY REPRESENT, WARRANT, COVENANT AND AGREE AS FOLLOWS:

(reference being hereby made to Appendix I for the definition of certain capitalized terms.)

On the terms and subject to the conditions contained herein, at the Closing, the Seller will sell, transfer, assign, convey and deliver to the Buyer, and the Buyer will purchase from the Seller, for the consideration hereinafter set forth, substantially all of the Seller’s assets relating to the Business, tangible and intangible, of every kind, nature and description, wherever located and whether or not recorded on the books of Seller, in connection with the operation of the Business, as described below:

(a)   the Business as a going concern;

(b)   all of Seller's inventory (including food and non-food inventory) relating to the Business as shall exist on the Closing Date (the “ Inventory ”). Such Inventory in existence as of the date hereof is described on attached Schedule 1(b);  

(c)   all of Seller's machinery, equipment, furniture, vehicles, fixtures (excluding any fixtures located at 2 Broadway, Hamden, Connecticut), computer equipment (excluding any computer equipment located at 2 Broadway, Hamden, Connecticut), and other personal property which is related to the Business, all as described on Schedule 1(c) attached hereto (all such assets being hereinafter referred to as the " Other Tangible Assets ");

(d)   All of Seller’s accounts receivable relating to the Business as shall exist on the Closing Date (“ Accounts Receivable ”) and any Indebtedness owing to Seller, Seller's rights in respect of orders, contracts and agreements for the purchase or sale of goods, services, including, without limitation, any existing service agreements, customer accounts, bid and performance bonds, deposits, and work in process, all of which specifically relate to the Business and, as exist on the date hereof, are as described on Schedule 1(d) attached hereto (all such assets being hereinafter referred to as the " Purchased Contracts ");

(e)   all of Seller's good will, prospect sales lists, sales reports, costs sheets, processes, relations with customers, customer lists, relations with suppliers, supplier lists, know-how and copyrights, all of which are specifically related to the Business and are as described in Schedule 1(e) and the rights of Seller to the trademarks, service marks, copyrights, copyrightable materials, the name “Lindley Food Service” in all of its various trade styles and trade names (all such assets being hereinafter referred to as the " Intangible Assets "); and

(f)   the leases for real estate and capital equipment relating to the Business as set forth on Schedule 1(f) (the “ Assumed Leases ”); and

(g)   all cash on hand in collected funds of the Business on the Closing Date;

((a) - (g) being hereinafter collectively referred to as the " Purchased Assets ").

(h)   Anything to the contrary in this Section 1 notwithstanding, the Purchased Assets shall not include the following assets of the Seller (the " Excluded Assets "): (i) deferred Taxes, and the right to receive any refunds of Taxes paid by Seller prior to the Closing; (ii) any and all net operating loss carryforwards; (iii) any refunds of unearned insurance premiums; (iv) any and all employee pension, retirement, profit sharing, bonus, incentive, deferred compensation or other employee benefit plans, and any related trust or assets thereof; (v) the rights of Seller under this Agreement and any agreement entered into pursuant hereto; (vi) all assets, rights and properties of Seller relating to its corporate governance and administration, including corporate minute books, corporate seals and stockholder records; (vii) Seller's Tax records and Tax returns; (viii) any tangible assets located at 2 Broadway, Hamden, Connecticut; and (ix) any other item not specifically listed in (a) through (f) above.

2.   Consideration .

(a)   Purchase Price . In consideration for the Purchased Assets to be sold to the Buyer hereunder, and the other covenants and provisions hereof to be performed by the Seller and subject to the adjustments and set-offs provided for hereunder, Buyer shall pay $2,500,000 to the Seller (as the same may be adjusted as described herein, " Purchase Price ") at the Closing upon fulfillment of all conditions as described herein.

(b)   Adjustments . The Purchase Price has been agreed upon based on an initial Net Asset Value of $2,395,193.00 (collectively, the “ Initial Net Asset Value ”) determined as set forth on Schedule 2(b) attached hereto. The Net Asset Value as of a given date shall mean the amount calculated by subtracting the Assumed Liabilities as of that date from the Total Assets of the Company all as calculated in accordance with the methods used in determining the Initial Net Asset Value as shown on Schedule 2(b) On the day that is two (2) business days prior to the Closing, the Seller and the Buyer shall determine the Net Asset Value as of such date (the “ Estimated Closing Net Asset Value ”). Based upon the entries on the Estimated Closing Net Asset Value plus $104,807,   the   Purchase Price to be paid by the Buyer on the Closing Date pursuant to Section 2(a) above shall be (a) increased by $1.00 for each $1.00 by which the Estimated Closing Net Asset Value exceeds the Initial Net Asset Value and (b) decreased by $1.00 for each $1.00 that the Estimated Closing Net Asset Value is less than the Initial Net Asset Value but in no circumstances will the purchase price be adjusted below $2,245,000 so long as the Estimated Closing Net Asset Value (and actual Net asset Value on the Closing date) is not less than $2,145, 000.00 . The adjustments in the Purchase shall be rounded to the nearest whole dollar amount. The Estimated Closing Net Asset Value shall be executed by the Buyer and the Seller.

(c)   Specific Inventory Adjustment . Buyer and Seller acknowledge that for the 12 month period of calendar year 2006, Lindley’s cost of goods sold as reflected on its monthly income

statements did not exceed 48% of sales (as more particularly set forth on Schedule 2(c) ) for any month during such period. As a result, Buyer and Seller have agreed that, on the Estimated Closing Net Asset Value, the value of Inventory shall be $459,781 which represents the monthly average Inventory for the 12 month period of calendar year 2006. The Inventory used in calculating the Post Closing Valuation described below will be adjusted upward if necessary to equal such 48% of sales for the last completed month prior to the Closing Date and the Purchase Price will be increased accordingly. In the event the value of the Inventory determined by the Post Closing Valuation described below results in a cost of goods sold less than or equal to 48% of sales for the last completed month prior to the Closing Date, there will be no adjustments made to the Purchase Price as a result of this paragraph. For example, if sales for the last completed month prior to the Closing Date equaled $1,300,000 and cost of goods sold was $663,000 or 51% of such sales, then the purchase price will be increased by $39,000 which represents the 3% of cost of goods sold above 48%. Provided the provisions of this paragraph shall have been complied with, nothing herein shall affect other adjustments to the Purchase Price provided for elsewhere herein.

(d)   Valuation . It is acknowledged by Buyer and Seller that Host must obtain an independent valuation of the Business to determine if the Purchase Price is a fair purchase price (the “Valuation”).

(e)   Post Closing Valuation . During the 90 day period following the Closing (the “Review Period”), Buyer and Seller shall each have the independent right to review the final determinations of the Estimated Closing Net Asset Value and all other closing adjustments, including without limitation any costs paid by Buyer which under the terms hereof were to have been the obligation of Seller, occurring either before or after the Closing Date (such closing adjustments being hereinafter referred to as the “Closing Adjustments”). At or before the conclusion of the Review Period, the following terms shall apply:

(i)   If Buyer and Seller mutually agree that the actual Net Asset Value on the Closing Date was less than the Estimated Closing Net Asset Value, or that Purchase Price has been otherwise overstated based on a review of the Closing Adjustments (in either case, an “Overpayment”), then at the end of the Review Period, or such earlier time as Buyer and Seller agree to in writing, Seller shall pay, in cash or current funds $1.00 for each $1.00 of Overpayment to Buyer but not in an amount which reduces the Purchase Price below that determined under Section 2(c) above. In the event the Seller fails to pay the Overpayment to Buyer as and when due, said Overpayment shall accrue interest thereon at the rate of 12% per annum from and after the expiration of the Review Period, and such interest shall be due and payable with said Overpayment.

(ii)   If Buyer and Seller mutually agree that the actual Net Asset Value on the Closing Date was greater than that contained in the Estimated Closing Net Asset Value, or that the Purchase Price has been otherwise understated based on a review of the Closing Adjustments (in either case, an “Underpayment”), then at the end of the Review Period, or at such earlier time as Buyer and Seller agree to in writing, Buyer shall pay, in cash or current funds, $1.00 for each $1.00 of Underpayment to Seller. In the event the Buyer fails to pay the Underpayment to Seller as and when due, said Underpayment shall accrue interest thereon at the rate of 12% per annum from and

after the expiration of the Review Period, and such interest shall be due and payable with said Underpayment.

(iv)   If Seller and Buyer cannot agree as to whether the Purchase Price has been overstated or understated, then the matter shall be arbitrated in accordance with the provisions of Section 22 hereof.

The Closing of the sale and purchase of the Purchased Assets hereunder shall be held at the offices of Rogin, Nassau, Caplan, Lassman & Hirtle, LLC, 195 Church Street, New Haven, Connecticut at 2:00 p.m. on the last Friday of the month after the satisfaction of the condition set forth in Section 9(e) below, or at such other place, time or date as the Buyer and the Seller may mutually agree (such closing herein called the " Closing " and such date on which the Closing actually takes place is herein called the " Closing Date "), time being of the essence of this Agreement. In any event, the Closing Date shall be as early as practicable.

(a)   Deliveries by Buyer at the Closing :

1.   The Purchase Price in U.S. Dollars, wired to the Seller in accordance with the Seller’s instructions.

2.   A Good Standing Certificate of the Buyer.

3.   A Certificate of the Buyer, dated as of the Closing Date, certifying in such detail as Seller may reasonably request to the fulfillment of the conditions set forth in Section 9;

(b)   Deliveries by Seller at the Closing:

1.   Good Standing Certificates of Seller in their respective states of incorporation.

2.   A Certificate of Seller, dated as of the Closing Date, certifying in such detail as Buyer may reasonably request to the fulfillment of the conditions set forth in Section 8.

3.   Warranty bills of sale and other good and sufficient instruments of transfer, assignment and conveyance as shall be effective to transfer to and vest in the Buyer good and marketable fee simple title to the Purchased Assets, free and clear of any and all liens, claims and encumbrances of any kind, nature and description, all in form satisfactory to counsel for the Buyer.

4.   Any and all records relating to any and all of the Purchased Assets and the Business, including without limitation any and all customer lists, supplier lists, purchase orders, employee records and such other records and documents as Buyer shall reasonably require.

5.   Originally signed contracts or similar type items evidencing the Purchased Contracts.

6. A release of all Liens against the Purchased Assets . 
 

7.   Letters issued of recent date by the State of Connecticut Department of Revenue Services with respect to the payment of taxes by Lindley.

8. The Non-Competes referenced in Section 19 below.

9.   The documents evidencing the assumption of the Food Broker’s Loan as described in Section 8(h) below.

10.   An original executed change of name of Lindley Food Service to a dissimilar name on forms prescribed by the Connecticut Secretary of State, together with the applicable filing fee.

11.   Assignments of current disability and life insurance policies issued on the life of, or for the benefit of Mark Cerreta and Gilbert Rossomondo to the extent the same are assignable.

(c)   Buyer and Seller shall deliver to the other such other documents, including certified resolutions of their Board of Directors (and or shareholders), as applicable, authorizing the transactions contemplated hereunder, and take such other action as may be provided for herein or contemplated hereby.

(d)   Buyer, Seller and/or Parent shall execute and deliver to one another such other instruments and documents as shall be necessary and proper to carry out this Agreement, including, but no limited to, the Estimated Closing Net Asset Value, a listing of all Accounts Receivable, accounts payable and Inventory as used to determine Estimated Closing Net Asset Value, an assignment and assumption agreement(s) including without limitation with respect to the Food Brokers Loan and assignments and assumptions of leases in form, substance and content reasonably satisfactory to the parties, fully executed by Buyer and Seller to which Buyer assumes and Seller assigns, as of the Closing Date, the future payment and performance of the Assumed Liabilities and the Assumed Leases.

(e)   Personal property Taxes, deposits, prepayments and/or payments under Assumed Liabilities (hereinafter defined), employee benefits and sick and vacation pay and all other continuing items relating to the operation of the Business being purchased as set forth herein shall be adjusted at the Closing as of the Closing Date in accordance with the local custom in New Haven County, Connecticut. All sales, use and excise taxes shall be paid by Buyer.

(f)   Parent, Seller and Gilbert Rossomando and Mark Cerreta shall enter into an agreement terminating all agreements between Seller and/or Parent on the one hand and said Rossomando and/or Cerreta on the other hand, except that Gilbert Rossomando may continue as a director of Parent pending subsequent election of directors pursuant to Parent’s governing documents.

(g)   On the day of the Closing Date, representatives of Seller and Buyer shall prepare a Schedule ( Schedule 3(g) ) to this Agreement which shall be executed by Seller and Buyer and which shall establish the final Purchase Price as adjusted as described herein. Such Schedule 3(g) shall be appended hereto, shall be a part hereof and shall represent the final determination of the Purchase Price for purposes of the Closing.

(h)   In connection with the Closing, Seller shall take or cause to be taken all actions as may reasonably be required by Buyer to take actual possession and control of the Purchased Assets. Buyer shall be solely responsible for any costs it incurs which are associated with the physical removal and delivery of the Purchased Assets to Buyer and shall be responsible for any costs or damages associated with such physical removal or delivery of the Purchased Assets which are incurred by Seller and which are not the result of Seller’s negligence.

4.   Access .

Between the date hereof and the Closing Date, Seller will (a) provide, to the officers and other authorized representatives of Buyer, full access, during normal business hours, to any and all premises, properties, files, books, records, documents, and other information of the Business and will cause its officers to furnish to Buyer and its authorized representatives any and all financial, technical and operating data and other information pertaining to the Business and properties of the Business and (b) make available for inspection and copying by Buyer true and complete copies of any documents relating to the foregoing.

Except for the Assumed Leases and the Assumed Liabilities, Buyer does not assume any liabilities or obligations of Seller. Attached hereto as Schedule 5 is a listing of the Purchased Contracts, the Assumed Leases, the Assumed Liabilities, including without limitation the Food Broker Loan, and other items which Buyer shall assume (collectively, the " Assumed Liabilities "). The Assumed Liabilities shall be the only liabilities or obligations of Seller which are assumed hereunder by Buyer. Any and all obligations of Seller, or related to the Assets, which are not Assumed Liabilities, shall remain the liabilities and obligations of the Seller, and Seller shall remain solely responsible for their payment and performance when due. The Buyer agrees to honor the Seller’s obligations under the Assumed Liabilities and the Assumed Leases in accordance with the terms of such items and to indemnify Seller against any liability in connection therewith in accordance with Section 11 hereof.

6.   Assumed Liabilities.

It is the intent of the parties hereto that Buyer shall assume the responsibility to perform services with respect to the Assumed Liabilities as of the Closing Date. Buyer shall be responsible for all expenses related to the Assumed Liabilities on and after the Closing Date. Any payments respecting such services received by Seller for any period after the Closing Date shall be promptly remitted in kind, by such Seller to Buyer. Any expenses incurred in connection with the Assumed Liabilities on and after the Closing Date shall be repaid by Buyer.

7.   Seller’s Employees.

It is anticipated that in connection with the consummation of the transactions contemplated by this Agreement, Seller will terminate the employment all employees of Seller in connection with the Business. Buyer will be responsible for all obligations to such employees arising after the Closing Date.

8.   Conditions Precedent to Buyer's Obligations .

Buyer's obligation to close the transactions described herein are expressly conditioned upon the fulfillment of each and all of the following:

(a)   All obligations of Seller hereunder shall have been fully performed to the satisfaction of Buyer.

(b)   The Business being operated between the date hereof and the Closing Date in the ordinary course and there having occurred since January 1, 2007, it being acknowledged however that the shareholders of Buyer will continue to operate the Business as employees of Seller or Parent as the case may be until the Closing shall have been consummated.

(c)   All warranties and representations hereinafter of the Seller set forth being true when made and being true on the Closing Date as though made at and respecting each such time and all of Seller’s covenants having been fully performed on such date.

(d)   Neither Seller, nor the Business nor any of the Purchased Assets being subject to any material litigation and no such litigation being in any way pending or threatened.

(e)   All other parties to any of the Assumed Liabilities having consented to Buyer's assuming the Assumed Liabilities and agreeing to Buyer's performance thereunder from and after the Closing Date.

(f)   All actions to be taken by the Seller in connection with consummation of each of the transactions contemplated hereby and all documents, instruments or agreements required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Buyer.

(g)   Buyer shall have completed a due diligence review of the Purchased Assets and the Business, the results of which shall be reasonably satisfactory to Buyer.

(h)   With respect to the assumption of the Food Brokers Loan, execution of acceptable assignment and assumption agreements between Parent, the Buyer, and Food Brokers, Inc.confirming or relating to :

(i)   there being no uncured default which has been declared and is continuing under the documents evidencing the Food Brokers Loan;

(ii)   Parent’s assignment of the rights it has in the $250,000.00 cash collateral account presently being held in connection with the Food Brokers Loan;

(iii)   the assignment to the Buyer of all non-competition and non-solicitation and indemnity agreements from Food Brokers, Inc. and its principals to Parent and/or the Seller (the “Food Broker’s Non-Competes”) in form and substance reasonably acceptable to Buyer;

(iv)   Food Brokers, Inc. agreement to the Buyer’s assumption of the Food Broker’s Loan and the Food Broker’s Non-Competes and the execution of documents evidencing all of the above in form and substance satisfactory to the parties..

(i)   Buyer shall have received a commitment for financing in the amount of at least $2,400,000 upon generally available market terms.

(j)   In the event Buyer has not provided notice to Seller that any such condition has not been fulfilled within 90 days after the date hereof, all conditions described above shall be deemed to be fulfilled. Notwithstanding Buyer shall use its best efforts to fulfill such conditions as soon as possible. This time limitation shall not apply to Section 8(h) and (i) above

9.   Conditions Precedent to Seller’s and Parent’s Obligations .

(a)   All obligations of Buyer hereunder shall have been fully performed to the satisfaction of Seller.

(b)   All warranties and representations of the Buyer hereinafter set forth being true when made and being true on the Closing Date as though made at and respecting each such time and all of Seller’s covenants having been fully performed on such date.

(c)   The Buyer not being subject to any material litigation and no such litigation being in any way pending or threatened.

(d)   All actions to be taken by the Buyer in connection with consummation of each of the transactions contemplated hereby and all documents, instruments or agreements required to effect the transactions contemplated hereby will be satisfactory in form and substance to the Seller.

(e)   Parent shall have received the authorization of its board of directors and shareholders and of the United States Securities and Exchange Commission (“SEC”) and any other