ASSET PURCHASE AGREEMENT

Exhibit 2.2*

Assets Purchase Agreement by and among Registrant and P. Terreri and J. Giulii dated August 14, 2007

          “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person.

          “ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized by law to close.

          “ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or other similar encumbrance with respect to such property or asset.

          “ Permitted Lien ” means (i) any Lien for which the underlying liability is disclosed on the Financial Statements, (ii) any Lien for taxes not yet due or being contested in good faith or (iii) any Lien which does not materially detract from the

value or materially interfere with the use of any asset as currently used in the Business.

          “ Person ” means an individual, corporation, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

          “ Tax or Taxes ” means all taxes, fees or assessments in the nature of taxes of Seller, including without limitation, all federal, state, county and local income, unemployment, ad valorem, excise, sales, use and gross receipts taxes, together with any interest and penalties thereon imposed by any Taxing Authority whether arising prior to, on or after the Closing Date.

          “ Taxing Authority ” means any governmental authority (domestic or foreign) responsible for the imposition of any Tax.

Term     

Section

Assumed Debt

2.02

Benefit Arrangements

3.11(b)

Bill of Sale

10.02(b)

Closing

10.01

Closing Date

10.01

Deposit

2.02

Excluded Assets

2.06

Improper Claim

7.03(a)(ii)(C)

Indemnifying Party

7.03(b)

Indemnified Party

7.03(b)

License Fees

2.01A

Non-Tendering Party

7.03(a)

Personal Claim

7.03

Proper Claim

7.03(a)(i)

Proprietary Rights

2.05

Purchase Price

2.02

Purchaser’s Indemnitees

7.01

Purchaser’s Losses

7.01

Seller’ Indemnitees

7.02

Seller’ Losses

7.02

Tendering Party

7.03(a)

Third-Party Claim

7.03

2.01

Assets Purchased . On the terms and subject to the conditions set forth in this Agreement;

A.

Seller agree to sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, accept and acquire from the Seller on the Closing Date, all of Seller’s right, title and interest in the Business. The Business shall be transferred to the Purchaser at the closing free and clear of all encumbrances and shall specifically include, all rights of the Seller with respect to marks, trade names, trademarks, copyrights, copyright applications, websites, product formulations, customer files, know-how and logos as listed on Schedule 2.01A ( “Proprietary Rights”). Seller and Purchaser agree that the Exclusive Licensing Agreement between the Seller and an affiliate of the Purchaser, CGM, Inc. entered into January, 2003 shall terminate on the Closing Date and shall have no further force or effect, and that the Purchaser shall cause CGM to make a final payment to the Seller at the Closing for all accrued and unpaid royalties owing to the Seller up to the Closing Date. ( “License Fees” ).

2.02

Purchase Price . The total Purchase Price (as defined herein) for the Business shall be: (i) eight hundred and fifty thousand dollars ($850,000 USD)) payable to the Seller at the Closing, and (ii) Purchaser’s assumption of seventy three thousand dollars ($73,000) of the Seller’s unsecured obligations as set forth on Schedule 2.02 (“ Assumed Debt ”), (iii) payment of License Fees. The full amount of the cash component of the Purchase Price and Licensee Fees shall be paid to the Seller on the Closing Date by wire transfer of immediately available funds to an account designated by Seller’s in writing prior to the Closing Date. Upon the execution of this Agreement, the Purchaser shall pay to Seller a cash deposit equal to twenty five thousand dollars ($25,000) (“ Deposit ”), which shall be deducted from the Purchase Price at the Closing. However, if this Agreement shall not close within seventy-five (75) days from the date this Agreement is executed, this Agreement shall be deemed null and void, except for this subsection 2.01, whereby the Seller shall remain obligated to repay the Deposit in full to the Purchaser in five (5) equal monthly installments that shall be in the form of cash paid to the Purchaser of the reduction of certain monthly revenues that are owed to the Seller by the Purchaser until such time as the Business is transferred to the Purchaser.

2.03

Excluded Assets . It is expressly understood and agreed by the parties hereto that the following assets of Seller and/or the Business are specifically excluded and excepted from this Agreement and shall at all times remain the property of Seller (collectively, “Excluded Assets” ):

(a)

Any and all other assets owned by the Seller, including new assets and the business it intends to acquire upon the Closing of this Agreement.

2.04

Purchase Price Allocation . Seller and Purchaser covenant and agree that the Purchase Price shall be allocated in accordance with Section 1060 of the Internal Revenue Code and the regulations thereunder. Seller and Purchaser agree that the allocation of the Purchase Price as set forth on Schedule 2.04 is correct. Seller and Purchaser each hereby covenant and agree that it will not take a position on any income tax return before any governmental agency charged with the collection of any income tax or in any judicial proceeding that is in any way inconsistent with the terms of this Section 2.04.

2.05

Excluded Assumed Liabilities . At the Closing, and thereafter, it is acknowledged and agreed that Purchaser shall not assume or be responsible for any liabilities of the Seller other than those Assumed Debts enumerate on Schedule 2.02.

Seller hereby represent and warrant to Purchaser the following:

3.01

Organization, Standing and Authority of Seller .

(a)

The Seller is duly organized, validly existing and in good standing under the laws of the State of New York. The Seller has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. Seller is the same legal entity that formerly did business under the corporate name Novex Systems International, Inc., until its shareholders voted to change the name to American Home Food Products, Inc. at its annual shareholders meeting on January 28, 2005.

(b)

The execution and delivery of this Agreement by the Seller along with the performance of the transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the Seller. This Agreement and all documents required to be executed and delivered by the Seller hereunder constitute legal, valid and binding obligations of the Company that are enforceable against Seller in accordance with their terms.

3.02

Government Authorizations . That to the best of Seller’s knowledge, no consent, approval or authorization of, or declaration, filing or registration with, any federal, state, local or other governmental or regulatory authority is required in connection with the execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby. Seller will

provide Purchaser with all information necessary to affect the recording and transfer of the Proprietary Rights to the Purchaser.

3.03

Proprietary Rights .

(a)

Schedule 3.02 lists all U.S. and foreign names, patents, patent applications, marks, trade names, trademarks, copyrights, copyright applications and logos used solely in the Business.

(b)

Except as set forth on Schedule 3.03(b), no proceedings have been instituted or are pending or, to the best of Seller’ knowledge, threatened which challenge the validity of the ownership or use by Seller or the Business of the Proprietary Rights.

(c)

Seller have no knowledge of the infringing use of any Proprietary Rights or the infringement of any of such Proprietary Rights by any other person.

3.04

Compliance with Laws . Except as set forth on Schedule 3.04, the Business has substantially complied with and is in substantial compliance with all federal, state, local and foreign laws, statutes, regulations and judicial and/or administrative decisions applicable to the Business, except for any non-compliance which does not have, individually or in the aggregate, a Material Adverse Effect.

3.05

Litigation . Except as set forth on Schedule 3.05, to the best of Seller’ knowledge, there is no suit, claim, action, arbitration, proceeding or investigation, pending or threatened, against Seller relating to the Business.

3.06

Brokerage . No broker, finder or agent has acted directly or indirectly for Seller and/or the Business in connection with this Agreement or with the transactions contemplated hereby.

3.07

Lien Waiver . Seller shall receive prior written approval from any and all holders of UCC-1 security interests in the Business being purchased by the Purchasers pursuant to this Agreement and that at the Closing, such Business can be properly and rightfully conveyed to the Purchaser as the owner of the Business. Seller further represents that its closing of the purchase of 100% of the membership interests in Artisanal Cheese, LLC will precede the closing of this Agreement and that upon the closing of the Artisanal acquisition, the Business will be deemed a non-material asset of the Seller and that any and all claims against the Seller, whether known, unknown or contingent shall not be impaired by the Seller’s sale of the Business to the Purchaser. Seller further represents that it satisfied all its obligations with its former lender, Dime Commercial Corp, which took a collateral assignment interest in the Proprietary Rights, and that such satisfaction is codified in a written release that the Seller will delivery as a condition to closing.

3.08

Assumed Debt . Seller represents and warrants that obligations appearing on Schedule 2.02 are unsecured trade payables. Seller further represents that the claims are dormant, other than for Reed Database, and that the creditors no longer communicate with the Seller, nor respond to periodic confirmation of debt requests from the Seller’s independent auditors.

(Intentionally Omitted – Seller is a publicly-traded company and the Agreement doesn’t require shareholder approval).

Purchaser hereby represents and warrants to Seller the following:

5.01

Organization, Good Standing and Authority of Purchaser .

(a)

Purchaser is a corporation duly organized, validly existing and in good standing under the laws of State of Pennsylvania. Purchaser has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b)

The execution and delivery by Purchaser and the performance by Purchaser of the transactions contemplated herein have been duly authorized by all necessary corporate action on the part of Purchaser. This Agreement and all documents required to be executed and delivered by Purchaser hereunder constitute legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms.

5.02

No Conflict . Neither the execution and delivery of this Agreement nor the Purchaser’s performance of the transactions contemplated herein will violate or conflict with any provisions of Purchaser’s Articles of Incorporation or By-Laws. Purchase agrees that the consummation and closing of this Agreement shall terminate any rights that its affiliated entity, CGM, Inc, shall have in an Exclusive Licensing Agreement with the Seller.

5.03

Broker’s or Finder’s Fees . No broker, finder or agent has acted directly or indirectly for Purchaser in connection with this Agreement or with the transactions contemplated by this Agreement.

5.04

No Financing Contingency . As of the Closing Date, Purchaser shall have sufficient cash, available lines of credit or other sources of immediately available

funds to enable it to pay the Purchase Price and any other amounts to be paid by it hereunder in full, other than for the Assumed Debt.

5.05

Litigation . There is no action, suit, investigation or proceeding pending, or to the knowledge of Purchaser threatened, against Purchaser before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated hereby.

6.01

Accounts . On and after the Closing Date, Seller shall, within five (5) days after receipt, forward to Purchaser any monies received by Seller with respect to any goods and/or services delivered and/or performed by the Business after the Closing Date.

6.02

Reasonable Efforts; Further Assurances . Subject to the terms and conditions of this Agreement, Purchaser and Seller will each use its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable laws and regulations, to consummate the transactions contemplated by this Agreement. Seller and Purchaser each agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be necessary or desirable in order to consummate the transactions contemplated by this Agreement and to vest in Purchaser good title to the assets owned by the Company.

6.03

Access .

(a)

On and after the Closing Date, Purchaser will afford promptly to Seller and its agents reasonable access to the Business’ properties, books, records, employees and auditors to the extent necessary to permit Seller to determine any matter relating to its rights and o