Second Forbearance Agreement

This Second 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.             AFP 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 occurred under the Financing Agreement, and on or about June 3, 2009, Summit, Client, and Guarantors entered into a Forbearance Agreement (the “First Forbearance Agreement”).

6.             Pursuant to the terms of the First Forbearance Agreement, Summit agreed to forbear from exercising its rights and remedies under the Financing Agreement until July 31, 2009, subject to the terms and conditions set forth in the First Forbearance Agreement.

7.             As of the date hereof, Events of Default under the Financing Agreement continue to exist and events of default have occurred under the First Forbearance Agreement. Summit, Client, and Guarantors have reached an agreement wherein, in exchange for the considerations provided herein, Summit has agreed to further forbear from exercising its rights and remedies under the Financing Agreement and the Guarantees until November 9, 2009. This Second 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 Second 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.

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”): 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 August 10, 2009, the outstanding balance owing pursuant to the Financing Agreement is the sum of (i) two hundred sixty-eight thousand two hundred forty- seven and 77/100 dollars ($268,247.77) for Outstanding Advances on Accounts, plus (ii) eight hundred thirteen dollars ($813) for accrued interest on Outstanding Advances on Accounts, plus (iii) three thousand one hundred twenty-six and 11/100 dollars ($3,126.11) for accrued fees related to Advances on Accounts, plus (iv) one hundred sixty thousand dollars ($160,000) for outstanding advances on Acceptable Inventory, plus (v) two hundred forty-two and 08/100 dollars ($242.08) for accrued interest on outstanding advances on Acceptable Inventory, plus (vi) eight hundred two and 33/100 dollars ($802.33) 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 of 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 continue to forbear and not exercise its rights and remedies under the Financing Documents and at law against Client and Guarantors until November 9, 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 Surnrnit 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.             Forbearance Fee . Upon the execution and delivery of this Second Forbearance Agreement, Client shall pay to Summit a forbearance fee in the amount of ten thousand dollars ($10,000) (the “Forbearance Fee”). Summit is hereby authorized and directed to Advance sufficient funds under the Financing Agreement to pay the Forbearance Fee in full.

c.             Client Affiliate Past Due Taxes . On or before November 9, 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.

d.             Amendment to Financing Documents . Effective as of August 1, 2009, the Financing Documents are hereby amended and modified as follows:

i.            The definition of “Daily Funds Rate” contained in Section 1 Definitions of the Financing Agreement is hereby amended and restated in its entirety as follows:

““Daily Funds Rate” means the prime rate as announced in the Wall Street Journal plus Eight Percent (8%) divided by 360. The initial prime rate shall be the prime rate in effect on the date of this Agreement. The Daily Funds Rate may be adjusted from time to time as of the date of any change in the prime rate.”

ii.          The second paragraph of Section 2 Inventory Advances of the Addendum to Financing Agreement (inventory Financing) is hereby amended and restated in its entirety as follows:

“Advances based upon Acceptable Inventory may be made upon request of Client so long as the aggregate amount of all advances based upon Acceptable Inventory outstanding and unpaid does not exceed the lesser of: (a) Fifty Percent (50%) of the lower of cost or market value, as determined by Summit, of the Acceptable Inventory, (b) Eighty Percent (80%) of the net orderly liquidation value (NOLV) of Acceptable Inventory as determined by an independent appraiser acceptable to Summit, (c) One Hundred Seventy-Five Tho