ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSETS 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 specializes in the management of corporate dining rooms and cafeterias and such ancillary services as special event catering and office coffee service to various business and industry accounts (the " Business "); and

WHEREAS, the Seller desires to sell certain of the personal property assets of the Business, tangible and intangible, including without limitation all rights to the name "Host America" (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

WHEREAS, neither the Seller nor the Buyer intends that the Buyer shall assume any Seller's liabilities or obligations of any kind, except as set forth herein.

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, certain 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 ”);

(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 any computer equipment at locations that are leased by Seller), 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)   Other than any accounts receivable or 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 (including all agreements to provide refreshment vending through third party vendors which are in force at the Closing), customer accounts, and work in process, all of which specifically relate to the Business (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 the rights of Seller to the trademarks, service marks, copyrights, copyrightable materials and trade names relating to “Host America” (all such assets being hereinafter referred to as the " Intangible Assets "); and

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

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

(g)   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) any cash or cash equivalents; (ii) any accounts receivable and any other Indebtedness owing to Host, allowances and/or credits other than amounts billed to customers of the Business for services not performed as of the Closing Date (“Prebillings”); (iii) deferred Taxes, and the right to receive any refunds of Taxes paid by Seller prior to the Closing; (iv) any and all net operating loss carryforwards; (v) any refunds of unearned insurance premiums; (vi) any and all employee pension, retirement, profit sharing, bonus, incentive, deferred compensation or other employee benefit plans, and any related trust or assets thereof; (vii) the rights of Seller under this Agreement and any agreement entered into pursuant hereto; (viii) all assets, rights and properties of Seller relating to its corporate governance and administration, including corporate minute books, corporate seals and stockholder records; (ix) Seller's Tax records and Tax returns; (x) any tangible assets located at 2 Broadway, Hamden, Connecticut; and (xi) any other item not specifically listed in (a) through (f) above.

(h)   Seller will wire transfer to the Buyer the actual amounts collected after the Closing for Prebillings. Such transfer will take place after the receipt of such Prebilling amounts by Seller and upon the clearing of such amounts in the Seller’s bank account.

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 $1,200,000to 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 .

(i) The Purchase Price has been agreed upon based on the Seller transferring the rights to operate dining and related services to twenty-four (24) locations as described on Schedule 2(b)(i) attached hereto (“Purchased Contracts”). On the day that is two (2) business days prior to the Closing, the Seller shall deliver to Buyer a listing of the Closing Date Purchased Contracts. The   Purchase Price to be paid by the Buyer on the Closing Date pursuant to Section 2(a) above shall be (a) increased by $0.05 for each $1.00 of annual revenue for new accounts that are listed on the Closing Date Purchased Contracts and are not listed on the Purchased Contracts and (b) decreased, for each account on the Purchased Contracts but not on the Closing Date Purchased Contracts (each a “Terminated Contract”), by the Purchase Price Adjustment amount for each Terminated Contract that is listed on Schedule 2(b)(i) , but not below the Valuation determined pursuant to paragraph 2(c) below.

(ii) In the event the Closing Inventory exceeds the average Inventory, as measured on the same day of the month as the day of the month that is the Closing Date for the period prior to Closing commencing on January 1, 2007 and ending March 31, 2007, which the parties have agreed is in the amount of $205,801.00, the Purchase Price will be adjusted by $1.00 for every $1.00 of Inventory in excess ofsuch amount.

(c)   Valuation . Prior to the Closing, Seller will have an independent valuation of the Business conducted in order to determine the fairness of the Purchase Price. In the event such Valuation places a value on the Business in excess of the Purchase Price, then the Purchase Price shall be increased to such value.

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 or at such other location as may be reasonably required by Buyer’s Lender at 10:00 a.m. on the last Friday in the month after the fulfillment of the condition precedent 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.   the Non-Compete Agreements.

4.   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.

5.   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.

6.   If available, originally signed or copies of all the contracts or similar type items evidencing the Purchased Contracts.

(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 and Seller 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, an assignment and assumption agreement(s) 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 Obligations and the Assumed Capital Leases.

(e)   Personal property Taxes, deposits, prepayments and/or payments under Assumed Obligations (hereinafter defined), employee benefits 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 Taxes relating to the transfer of the Purchased Assets, including without limitation sales, use, conveyancing, and all other governmental or municipal fees or charges shall be paid by the Buyer.

(f)   On the day of the Closing Date, representatives of Seller and Buyer shall prepare a Schedule ( Schedule 3(f) ) 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(f) shall be appended hereto, shall be a part hereof and shall represent the final determination of the Purchase Price for purposes of the Closing.

(g)   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.

(h)   Buyer and Seller shall execute mutual releases of all obligations each has to the other except those arising on and after the Closing Date.

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 Capital Leases and the Assumed Obligations, Buyer does not assume any liabilities or obligations of Seller, including without limitation any liabilities relating to the Purchased Assets or relating to the Business operated with the Purchased Assets, whatsoever. Attached hereto as Schedule 5 is a listing of the Purchased Contracts and other items which Buyer shall assume (the " Assumed Obligations "). The Assumed Obligations and the Assumed Capital Leases 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 Capital Leases or Assumed Obligations, 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 Obligations and the Assumed Capital Leases in accordance with the terms of such items.

6.   Assumed Obligations.

It is the intent of the parties hereto that Buyer and Hayes shall assume the responsibility to perform services with respect to the Assumed Obligations and the Assumed Capital Leases as of the Closing Date.

(a)   Buyer shall be entitled to all revenue generated from the rendering of services with respect to Assumed Obligations on and after the Closing Date and shall be responsible for all expenses related to the Assumed Obligations 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 Seller to Buyer. Any expenses incurred in connection with the Assumed Obligations or the Assumed Capital Leases prior to the Closing Date shall be paid by Seller.

(b)   Seller shall be entitled to all revenue generated from the rendering of services with respect to Assumed Obligations prior to the Closing Date and shall be responsible for all expenses related to the Assumed Obligations prior to the Closing Date. Any payments respecting such services received by Buyer for any period prior to the Closing Date shall be promptly remitted, in kind, by Buyer and/or Hayes to Seller. Any expenses incurred in connection with the Assumed Obligations or the Assumed Capital Leases on and after the Closing Date shall be paid by Buyer and/or Hayes.

7.   Seller’s Employees.

It is anticipated that in connection with the consummation of the transactions contemplated by this Agreement, Buyer will employ 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 February 1, 2006, it being acknowledged however that the shareholders of Buyer will continue to operate the Business as an employee of Seller 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 Obligations having consented to Buyer's assuming the Assumed Obligations 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)   Buyer shall have received a commitment for financing in the amount of at least $1,000,000 upon generally available market terms.

(i)   Buyer and Seller shall have received and approved SEC Form 8K prepared by Seller with respect to the transactions described herein.

(j)   In the event Buyer has not provided notice to Seller that any such condition has not been fulfilled within 45 days after the date hereof, all conditions described above shall be deemed to be fulfilled.

9.   Conditions Precedent to Seller’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)   Seller shall have received the authorization of its board of directors and shareholders and of the United States Securities and Exchange Commission and any other governmental authority having jurisdiction over Se