Forbearance Agreement

This Forbearance Agreement is made by and between Summit Financial Resources, L.P., a Hawaii limited partnership (“Summit”), Artisanal Cheese, LLC, a New York limited liability company (“Client”), American Home Food Products, Inc., a New York corporation (“AFP”), and Daniel W. Dowe, an individual (“Dowe”) (AFP and Dowe are collectively referred to as “Guarantors”).

1.             Summit and Client have entered into a Financing Agreement dated February 19, 2009, and an Addendum to Financing Agreement (Inventory Financing) dated February 19, 2009 (collectively, the “Financing Agreement”).

2.             Pursuant to the Financing Agreement, Summit has been granted a security interest in, among other things, the accounts, inventory, and equipment of Client to secure the obligations of Client under the Financing Agreement.

3.             FP guaranteed the obligations of Client under the Financing Agreement pursuant to a certain Guarantee executed by AFP on or about February 19, 2009 (the “AFP Guarantee”).

4.             Dowe guaranteed certain obligations of Client under the Financing Agreement pursuant to a certain Guarantee executed by Dowe on or about February 19, 2009 (the “Dowe Guarantee”) (the AFP Guarantee and the Dowe Guarantee are collectively referred to as the “Guarantees”).

5.             Events of Default have occurred under the Financing Agreement.

6.             Summit, Client, and Guarantors have reached an agreement wherein, in exchange for the considerations provided herein, Summit has agreed to forbear from exercising its rights and remedies under the Financing Agreement and the Guarantees until July 31, 2009. This Forbearance Agreement sets forth the terms and conditions of that agreement.

For good and valuable consideration, receipt of which is hereby acknowledged, Summit, Client, and Guarantors agree as follows:

1.             Definitions . Capitalized terms used in this Forbearance Agreement which are defined in the Financing Agreement shall have the same meaning as provided in the Financing Agreement, except as otherwise expressly provided herein. Terms defined in the singular shall have the same meaning when used in the plural and vice versa.

2.              Acknowledgments . Client and Guarantors acknowledge and agree:

a.             The Financing Agreement, the Guarantees, and all other agreements and documents executed in connection with the Financing Agreement (collectively, the “Financing Documents”) have been duly executed and delivered by all parties thereto and are legal, valid, and binding obligations of Client and Guarantors, as the case may be, enforceable in accordance with their respective terms.

b.             The following Events of Default have occurred and are existing (the “Existing Events of Default”): (i) Client has failed to make payment to Summit of an amount equal to an existing Overadvance that is not an Authorized Overadvance, (ii) Client has failed to provide satisfactory evidence to Summit that the Client Affiliate Past Due Taxes have been paid in full or otherwise subordinated to Summit in a manner acceptable in Summit’s sole discretion.

c.             As of June 1, 2009, the outstanding balance owing pursuant to the Financing Agreement is the sum of (i) three hundred twenty thousand eight hundred forty-two and 60/100 dollars ($320,842.60) for Outstanding Advances on Accounts, plus (ii) forty-six and 79/100 dollars ($46.79) for accrued interest on Outstanding Advances on Accounts, plus (iii) three thousand six hundred nineteen and 34/100 dollars ($3,619.34) for accrued fees related to Advances on Accounts, plus (iv) one hundred seventy three thousand five hundred dollars ($173,500.00) for outstanding advances on Acceptable Inventory, plus (v) twenty-five and 30/100 dollars ($25.30) for accrued interest on outstanding advances on Acceptable Inventory, plus (vi) two thousand five hundred fifteen and 75/100 dollars ($2,515.75) for accrued fees related to advances on Acceptable Inventory.

d.             The aforesaid outstanding balance, together with other expenses of Summit, including, without limitation, reasonable attorneys fees, as provided in the Financing Documents (collectively, the “Balance Owing”), are due and owing, and there is no defense to or offset against payment of such amounts.

e.              AFP is jointly and severally liable for the aforesaid amounts pursuant to the AFP Guarantee.

f.              Dowe is jointly and severally liable for the aforesaid amounts so far as such amounts are owing by Dowe pursuant to the Dowe Guarantee.

3.             Terms of Forbearance . Summit hereby agrees that it will forbear and not exercise its rights and remedies under the Financing Documents and at law against Client and Guarantors until July 31, 2009, subject to the following terms and conditions:

a.              Post Default Advances . Client and Guarantors hereby acknowledge and agree that the Financing Agreement provides that the obligation of Summit to advance any additional funds pursuant to the Financing Agreement shall, at the sole discretion of Summit, terminate upon the occurrence of an Event of Default. Client and Guarantors further acknowledge and agree that Summit may, in its sole discretion and without any obligation to do so, elect to continue to make advances pursuant to the Financing Agreement (“Post-Default Advances”) and that (i) Summit may terminate making Post-Default Advances at any time, in Summit’s sole discretion, and without any notice to Client, (ii) Client has no right to receive Post-Default Advances, (iii) any Post-Default Advance made shall not be construed as a course of dealing or conduct between Summit and Client creating any further obligation of Summit to make additional Post-Default Advances, and (iv) all Post-Default Advances shall be subject to the terms and conditions of the Financing Agreement as modified herein.

b.              Client Affiliate Past Due Taxes . On or before July 31, 2009, Client shall provide satisfactory evidence to Summit, in Summit’s sole discretion, that the Client Affiliate Past Due Taxes have been paid in full or otherwise subordinated to Summit in a manner acceptable in Summit’s sole discretion.

c.             Amendment to Financing Agreement . The second paragraph of Section 20 Renewal of Financing Period and Termination of Financing of the Financing Agreement is hereby amended and restated in its entirety as follows:

“If Client elects to terminate a Financing Period at any time during the first six (6) months after initial funding, Client agrees to pay Summit Twenty-Five Thousand Dollars ($25,000.00). If Client elects to terminate a Financing Period at any time after the initial six (6) months from initial funding, except to replace this financing with Qualified Bank Financing as provided herein, or if an Event of Default terminates the financing of Client’s Accounts, Client shall pay Summit the greater of Two Percent (2.00%) of the Maximum Credit Line or the Supplemental Fee for the remainder of the Financing Period, which amount shall be due and payable in full upon such termination.”

d.             Increase in Daily Funds Rate . Until Client has (i) provided satisfactory evidence to Summit, in Summit’s sole discretion, that the Client Affiliate Past Due Taxes have been paid in full or otherwise subordinated to Summit in a manner acceptable in Summit’s sole discretion, and (ii) provided satisfactory evidence to Summit, in Summit&rsquo