Exhibit 2.2

FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “ Amendment ”) is entered into as of the 11 th  day of December, 2006, by and among PIERRE NEWCO I, LLC, an Ohio limited liability company (“ Zartic Buyer ”), PIERRE NEWCO II, LLC, an Ohio limited liability company (“ Zar Tran Buyer ”), ZARTIC, INC., a Georgia corporation (“ Zartic ”), ZAR TRAN, INC., a Georgia corporation (“ Zar Tran ”), JEM SALES, INC., a Georgia corporation (“ JEM Sales ”), MNM LEASING COMPANY, LLC, a Georgia limited liability company (“ MNM Leasing ”), JAMES E. MAUER (“ James Mauer ”), JEFFREY J. MAUER (“ Jeffrey Mauer ”), CHRISTOPHER W. MAUER (“ Christopher Mauer ”), and TAMARA L. MAUER f/k/a Tamara Mauer Acker (“ Tamara Mauer ” and together with Jeffrey Mauer and Christopher Mauer, the “ Beneficiaries ”), under the following circumstances:

A.            Zartic Buyer, Zar Tran Buyer, Zartic, Zar Tran, JEM Sales, MNM Leasing, James Mauer, and the Beneficiaries entered into an Asset Purchase Agreement dated as of November 3, 2006 (the “ Agreement ”) pursuant to which, and subject to the terms and conditions set forth therein: (i) Zartic Buyer shall purchase substantially all of the assets and assume certain of the liabilities of Zartic; (ii) Zartic Buyer shall purchase certain real property used in the Zartic Business (as defined in the Agreement) from James Mauer, the real property and equipment used in the laboratory business of JEM Sales from JEM Sales, the MNM Assets (as defined in the Agreement) from MNM Leasing, and the Warfighter Foods Assumed Contracts (as defined in the Agreement) from Warfighter Foods (as defined in the Agreement); and (iii) Zar Tran Buyer shall purchase substantially all of the assets and assume certain of the liabilities of Zar Tran.

B.            All capitalized terms used herein but not defined herein shall have the meanings given them in the Agreement.

C.            The parties hereto desire to make certain amendments to the Agreement.

NOW, THEREFORE, the parties hereto agree as follows:

1.             Excluded MNM Asset .  To properly reflect which personal properties are included in the MNM Assets, Schedule 1(g) is hereby amended by deleting therefrom the Parker Systems Generator, with a total cost amount of $19,497.22.  Section 3.14 of the Agreement (Personal Property) is hereby amended by adding the following representations and warranties: the Parker Systems Generator is not, nor has it ever been, used in either Business and is not, nor has it ever been, located on any Owned Real Property or Affiliate-Owned Real Property.

2.             Certificated Assets .  To properly reflect which certificated assets are included in the Owned Personal Property, Schedule 1(h) is hereby amended as attached hereto and incorporated herein by reference.  Section 3.14 of the Agreement (Personal Property) is hereby amended by adding the following representation and warranty: all of the certificated assets of the Companies are listed on Schedule 1(h) .  To the extent the delivery of title to any of

the certificated assets listed on Schedule 1(h) by either Company to either Buyer is not completed as of the Closing, Sellers shall after the Closing use commercially reasonable efforts to promptly take or cause to be taken all actions, and to do or cause to be done all things, reasonably necessary, proper or advisable to deliver such title within a reasonable time after the Closing, taking into account any customary time delays or required passage of time in obtaining certificates of title and delivering such title.  Sellers shall pay any fees and expenses incurred in connection with delivering title to certificated assets as contemplated in this Section.

3.             Excluded Assets; Zar Tran Subsidiary .  To properly reflect the ownership of the Excluded Assets and the fact that Zar Tran has a wholly-owned subsidiary, the following amendments are hereby made to the Agreement:

(a)           Clause (iv) under the definition of “Excluded Assets” is hereby deleted in its entirety and replaced by the following:

“the assets specifically described on Schedule 1(j) .”

(b)           Schedule 1(j) , attached hereto and incorporated herein by reference, is hereby added as a new Schedule to the Agreement.

(c)           Schedule 3.03 is amended and restated as attached hereto and incorporated herein by reference.

4.             Assumption of Capital Leases .  Section 2.06 of the Agreement (Limited Assumption of Obligations) is hereby amended to provide that Zartic Buyer and Zar Tran Buyer shall, at the Closing, assume all obligations to be performed after the Closing and all accounts payable existing as of the Effective Time under those certain capital leases of Zartic and Zar Tran, respectively, set forth on Schedule 2.06 , attached hereto and incorporated herein by reference and hereby added as a new Schedule to the Agreement.  The Agreement is hereby further amended to provide that the Zartic Capital Lease Amount and the Zar Tran Capital Lease Amount shall be as set forth on Schedule 2.06 .  The parties agree that to the extent that the actual Zartic Capital Lease Amount or the actual Zar Tran Capital Lease amount determined during the 90-day period following the Closing, is less than the amount set forth on Schedule 2.06 , then the applicable Buyer shall pay the applicable Company the difference between the actual capital lease amount and the amount set forth on Schedule 2.06 .   Conversely, that to the extent that the actual Zartic Capital Lease Amount or the actual Zar Tran Capital Lease amount determined during the 90-day period following the Closing, is more than the amount set forth on Schedule 2.06 , then the appl