MEMBERSHIP INTEREST PURCHASE AGREEMENT

(a)

The following terms, as used herein, have the following meanings:

           “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 which commercial banks located in New York City are closed.

           “Closing Day Balance Sheet” means the management-prepared, projected balance sheet of the Company as of the Closing Date, determined consistently with the historical practices of the Company.

           “Code” means the Internal Revenue Code of 1986, as amended.

           “Fraud” shall mean the representation as to a material fact known to be false by the party making the representation, or the intentional omission by a party of a material fact which is necessary to make any representation of a material fact made by such party not misleading, when such representation is made or fact is omitted with scienter and for the purpose of inducing the other party to act and the other party does act to his, her or its detriment in reliance upon the representation made.

           “Knowledge” means (i) with respect to an individual, the actual knowledge of such individual, and (ii) with respect to the Company, within the actual knowledge of Terrance Brennan and Marvin Numeroff.

           “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, limited liability company, 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 Sellers, 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.

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

(b)

Each of the following terms is defined in the Section set forth opposite such term:

Term

Section

Artisanal Brand

6.04

Brennan Non-Competition Agreement

2.01(E)

Closing

10.01

Closing Date

10.01

Consulting Agreement

10.02(e)

Contracts

3.08

ERISA

3.11(a)

Environmental Laws

3.12(a)

Excluded Assets

2.06

Financial Statements

3.02

Improper Claim

7.03(a)(ii)(C)

Indemnifying Party

7.03(b)

Indemnified Party

7.03(b)

Leased Equipment

2.05

Leased Space

2.04

Material Adverse Effect

3.03(a)

Minimum Net Working Capital

2.03

Net Debt

2.01(B)

Non-Tendering Party

7.03(a)

Note

2.02

Numeroff Non-Competition Agreement

2.01(F)

Personal Claim

7.03

Personal Guaranty

2.02

Preferred Vendor Agreement

2.01 (c)(i)

Product Development Agreement

2.01 (c)(ii)

Proper Claim

7.03(a)(i)

Proprietary Rights

2.05

Purchase Price

2.02

Purchased Interests

2.01(A)

Purchaser’s Indemnitees

7.01

Purchaser’s Losses

7.01

Restaurant Notes

2.01(B)

Security Agreement

2.02

Sellers’ Employee Plans

3.11(a)

Sellers’ Indemnitees

7.02

SM Restaurants

2.01(B)

Sublease

2.04

TB Management Fee

2.01(B)

Tendering Party

7.03(a)

Third-Party Claim

7.03

Trademark License Agreement

2.01(D)

Transition Services Agreement

2.05

2.04

Equity Purchased Interests and Debt Assumption . On the terms and subject to the conditions set forth in this Agreement;

B.

Selling Members agree to sell, assign, transfer and deliver to Purchaser, and Purchaser agrees to purchase, accept and acquire from Selling Members, on the Closing Date, all of Selling Members’ right, title and interest in one hundred percent (100%) of the issued and outstanding membership interests of the Company, on a fully diluted basis (the “ Purchased Interests ”). The Purchased Interests shall be transferred to the Purchaser at the Closing free and clear of all encumbrances other than Permitted Liens;

C.

The Purchaser shall be obligated to assume no greater than One Million Dollars ($1,000,000) of the Company’s net debt (“ Net Debt ”), being all liabilities stated on the Closing Day Balance Sheet of the Company, less: (i) debt obligations owed to the restaurants Artisanal Fromagerie & Bistro, LLC and 35 West 64th Restaurant Associates, L.P. which are affiliated with Selling Members (the “SM Restaurants” ), in the amount of no greater than Six Hundred Thirty-Five Thousand Dollars ($635,000) (the “Restaurant Notes” ), and (ii) an accrued outstanding and unpaid management fee (the “TB Management Fee” );

D.

The SM Restaurants and the Company shall enter into: (i) a five (5) year preferred vendor agreement commencing on the Closing Date (the “Preferred Vendor Agreement” ), in the form of Exhibit 2.01(C)(i) hereto, and (ii) a five (5) year Product Development Agreement commencing on the Closing Date (the “Product Development Agreement” ), in the form of Exhibit 2.01(C)(ii) hereto;

E.

The Company, Purchaser, and SM Restaurants shall enter into a trademark license agreement in the form of Exhibit 2.01(E) hereto (the “ Trademark License Agreement ”) whereby the Company and Purchaser shall grant the SM Restaurants a royalty-free, exclusive, worldwide, assignable, irrevocable license in perpetuity to use the tradename “Artisanal Fromagerie & Bistro” and the derivative logo (consisting of an oval design with four stylized sheep seated in front of a barn and the words “Artisanal Fromagerie • Bistro • Wine Bar”) in connection with the operation of, including but not limited to the marking, distribution and sale of cheese, cheese products, and other food products from, the SM Restaurants or any restaurant or retail store location owned or controlled by the SM Restaurants or the Selling Members or their Affiliates. In addition, the Trademark License Agreement shall provide Terrance Brennan with the right to purchase the tradenames described above for nominal consideration upon certain triggering events as set forth in the Trademark License Agreement.

F.

Terrance Brennan shall execute in favor of the Company a five (5) year non-competition agreement (the “ Brennan Non-Competition Agreement ”), in the form of Exhibit 2.01(F) hereto.

G.

Marvin Numeroff shall execute in favor of the Company a five (5) year non-competition agreement (the “ Numeroff Non-Competition Agreement ”), in the form of Exhibit 2.01(G) hereto.

H.

In consideration for a credit to Artisanal Fromagerie & Bistro, LLC of Two Hundred Thirty Thousand Dollars ($230,000) under the Preferred Vendor Agreement, the loan to the Company from Marvin Numeroff, with an outstanding balance of the same amount and commonly referred to on the books of the Company as the “Chase Loan”, shall be paid off in full at Closing with Purchase Price proceeds received by the Sellers.

2.05

Purchase Price . The purchase price for the Purchased Interests shall be Four Million Four Hundred Thousand Dollars ($4,400,000) (the “ Purchase Price ”), which shall be comprised of the following components:

A.

Cash in the amount of Three Million One Hundred Forty-Five Thousand Dollars ($3,145,000), plus One Hundred Sixty-Seven Thousand Nine Hundred Three and 00/100 Dollars ($167,903.00), representing the amount of the Section 2.03 Purchase Price Adjustment, less Two Hundred Sixty-Two Thousand Nine Hundred Three and 00/100 Dollars ($262,903.00), representing accounts receivable older that sixty (60) days owed to the Company by the SM Restaurants, less One Hundred Thousand and 00/100 Dollars ($100,000), representing the sum of standstill extension deposit payments previously made by Purchaser as set forth in Subsection E below;

B.

Five Hundred Twenty Thousand Dollars ($520,000) payable in consideration of the Brennan Non-Competition Agreement, as follows:

(i)      Cash in the amount of One Hundred Fifty Thousand Dollars ($150,000); and

(ii)     A promissory note from the Company for the benefit of Terrance Brennan in the amount of Three Hundred Seventy Thousand ($370,000) Dollars. The outstanding balance of this note may, at any time and at the sole discretion of Terrance Brennan, be converted into shares of common stock of the Purchaser at $1.00 per share. This note shall be payable in equal monthly installments over a three (3) year term and shall bear interest at five percent (5%) per annum, in the form of Exhibit 2.02-B hereto.

C.

A promissory note from the Company for the benefit of Marvin Numeroff in the amount of One Hundred Thirty Thousand Dollars ($130,000), payable in consideration of the Numeroff Non-Competition Agreement. This note shall be payable in equal monthly installments over a three (3) year term and shall bear interest at five percent (5%) per annum, in the form of Exhibit 2.02-C hereto.

D.

A bridge promissory note from the Company for the benefit of Terrance Brennan in the amount of Seven Hundred Thousand Dollars ($700,000). This note shall be payable in full ninety (90) days after Closing, in the form of Exhibit 2.02-D hereto.

E.

Standstill extension deposit payments in the amount of One Hundred Thousand and 00/100 Dollars ($100,000), as previously made by Purchaser.

Each promissory note referred to above for the benefit of Terrance Brennan and Marvin Numeroff shall be referred to as a “ Note ” and collectively the “ Notes ”. The Notes shall be secured by a first priority security interest in all assets of the Company pursuant to a Security Agreement dated as of the date hereof by and between the Company and each Selling Member (the “ Security Agreement ”) in the form attached hereto as Exhibit 2.02-1 . In addition, the Note referenced in Subsection D above shall be secured by a personal guaranty from Daniel Dowe in the form of the Guaranty Agreement (the “ Guaranty Agreement ”) attached hereto as Exhibit 2.02-1 . Following the Closing, the Company intends to secure asset-based debt financing. Except for the Note referenced in Subsection D above and as otherwise provided in the Notes, the Selling Members agree to subordinate their security interests on those assets reasonably required to secure such asset-based debt financing, pursuant to subordination and intercreditor agreement(s) to be mutually agreed upon by the parties.

Unless otherwise noted, the full amount of the cash component of the Purchase Price shall be paid at Closing to the Gibbons P.C. trust account by wire transfer of immediately available funds for the benefit of the Selling Members.

2.06

Purchase Price Adjustment . As provided below, the Purchase Price shall be adjusted by the “Minimum Net Working Capital” as of April 30, 2007, which means: (A) the current assets of the Company, less (B) current liabilities of the Company, excluding the Restaurant Notes and the TB Management Fee, calculated consistently with the historical practices of the Company, whereby the difference of subsections A and B shall not be less than two hundred and fifty thousand dollars ($250,000). Such difference is agreed by the parties to be One Hundred Sixty-Seven Thousand Nine Hundred Three and 00/100 Dollars ($167,903.00), which shall be added to the required cash payment amount set forth in Section 2.02(A).

2.07

Exclusive Use of Premises; Sublease . The Company is a party to a property lease for the offices, production and storage facilities currently occupied by the Company at 500 West 37 ^th Street, New York, New York 10018 (“ Leased Space ”) pursuant to a lease agreement with 500 West 37 ^th Street Company, LLC. The Company shall enter into a five (5) year sublease arrangement with Terrance Brennan, or his designee, to occupy the same exact office space currently used by him and his administrative assistant personally, along with one additional office located at the second floor entrance of the Leased Space in consideration for a

one-time aggregate sublease rental payment of Ten ($10.00) Dollars (hereinafter the “ Sublease ”).

2.08

Exclusive Ownership of Transferred Assets . It is specifically understood that the Purchaser’s purchase of the Purchased Interests shall include: (1) the lease relating to the Leased Space, (2) all the Company’s industrial equipment, vehicles, office equipment, office furnishings and supplies all being located at the Leased Space or used in the Business, all of the rights arising out of the tenancy rights of the Leased Space, including all subleases; (3) all rights of the Company to and under any and all open orders at Closing and all future customer purchase orders that are related to the Business; (4) all rights of the Company with respect to all patents, patent applications, tradenames, trademarks, copyrights, copyright applications and logos as listed on Schedule 2.05 (“Proprietary Rights”) ; (5) all customer lists, credit files of customers and supplier and vendor files used by the Company in connection with the Business; (6) all merchandising items and promotional aids of the Company, (7) the website www.artisanalcheese.com , and (8) the email address name of @artisanalcheese.com. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign any license, certificate, approval, authorization, agreement, contract, lease or other commitment included in the Purchased Assets if (x) an attempted assignment thereof without the consent of a third party thereto, or notice to a third-party thereof, would constitute a breach thereof, (y) such consent has not been obtained or such notice has not been given, and (z) such third party objects to the assignment.

Schedule 2.05 sets forth a detailed listing of all equipment, vehicles or other fixed assets used in the ordinary course of the Business that are subject to a lease with a third-party leasing company (the “ Leased Equipment ”) and an allocation of the cost of any such leased equipment between the Company and any other entities controlled by the Sellers’ based on each party’s respective use of the Leased Equipment. The Lease Equipment will remain in the name of the current lessee with the applicable party using the Leased Equipment being responsible for paying its direction portion of the Lease to the lessee of record within the time period required under the respective lease(s) in accordance with a Transition Services Agreement dated as of the date hereof by and between Artisanal Group, LLC and the Company (“ Transition Services Agreement ”), in the form of Exhibit 2.05 hereto.

2.09

Excluded Affiliated Business/Assets . It is expressly understood and agreed by the parties hereto that the following assets of Sellers, the Business and/or the SM Restaurants are specifically excluded and excepted from this Agreement and shall at all times remain the property of Sellers or the SM Restaurants, as applicable (collectively, “Excluded Assets” ): (i) Ownership of the SM Restaurants, and (ii) the marks “Artisanal Café”, “Artisanal Table”, “Artisanal Bistro”, “Artisanal Pizzeria”, “Artisanal Pizzeria and Wine Bar”, “Artisanal Pizzeria and Tapas Bar” and “Artisanal Bistro and Wine Bar”.

2.07

Purchase Price Allocation . The parties agree to allocate the Purchase Price among the indirectly acquired assets within the Company for all purposes (including financial accounting and Tax purposes) in accordance with the allocation schedule attached hereto as Exhibit 2.07(a) and the completed IRS Form 8594 attached hereto as Exhibit 2.07(b). For all purposes of federal income tax law and related reporting purposes including pursuant to Code Sections 741 and 751 and Treas. Reg. §1.751-1, the parties shall treat (i) $960,000 of the Purchase Price (including a portion of assumed liabilities) as allocable to Section 751 assets (unrealized receivables and inventory items as defined under Code Section 751), and (ii) $3,440,000 of the Purchase Price (including a portion of assumed liabilities) as allocable to capital assets (Section 741 assets) consisting of a pro rata share of the Company’s interests in intangible assets amortizable under Code Section 197, including customer lists and customer base. The Company also shall file a copy of IRS Form 8308 as completed in the form presented as Exhibit 2.07(c) with its 2007 federal income tax return (IRS Form 1065).

2.08

Excluded Liabilities . At the Closing, and thereafter, it is acknowledged and agreed that Purchaser shall not assume or be responsible for any of the following liabilities that pre-dated the Closing, (A) claims of losses or damages or set offs, of whatever kind, asserted by Selling Members or the SM Restaurants for any acts or omissions occurring prior to the Closing Date, (B) any liabilities owed to a Selling Shareholders other than the Restaurant Notes, which paid or offset at Closing as provided herein, (C) any liabilities of the Business as reflected on the Closing Day Balance Sheet in excess of one million dollars ($1,000,000), excluding the Restaurant Notes and the TB Management Fee, or (D) corporate income taxes of the Company which have accrued prior to the Closing Date and are unpaid at the Closing. In addition, Purchaser shall not assume any responsibility for pre-Closing obligations or commitments to the Selling Shareholders personally, or as owners and agents of the Company (such as accrued management fees), other than the following: (i) indemnification for third party claims generally available to officers, managers or members under the Company’s Operating Agreement or applicable law, or (ii) obligations arising under this Agreement or the other documents delivered in connection with the transactions contemplated by this Agreement.

Sellers hereby severally represent and warrant to Purchaser the following:

3.01

Organization, Standing and Authority of the Company .

(a)

The Company is a limited liability company validly existing and in good standing under the laws of the State of New York. The Company has all

requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b)

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

3.02

Financial Information . The financial statements for the twelve month periods ending on December 31, 2004, 2005, and 2006 are attached hereto as Schedule 3.02 (the “Financial Statements” ) and were presented to the Purchaser as a basis to value the Company and determine the Purchase Price. The Financial Statements were prepared from the Company’s internal accounting records and were prepared in conformity with the Company’s prior accounting practices applied on a consistent basis. To the Sellers’ Knowledge, the Financial Statements represent the financial condition of the Business as of the date thereof and the results of operations for the period then ended. Selling Members agree that, at their own cost, they will reasonably assist the Purchaser as necessary, within reasonable business hours, to assist with any audit of the Financial Statements for the annual periods ending December 31, 2004 through 2006, for a period of seventy five (75) days after the Closing Date.

3.03

Absence of Certain Changes or Events . Except as set forth on Schedule 3.03 , since December 31, 2006, to the Sellers’ Knowledge, the Business has operated only in the ordinary course of business consistent with past practices and there has not been:

(a)

any event, condition or occurrence which has had or could reasonably be expected to have a material adverse effect on the assets or financial condition of the Business taken as a whole ( “Material Adverse Effect” );

(b)

any incurrence, assumption or guarantee by the Business of any third party indebtedness from any Person for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices;

(c)

any creation of any Lien, excluding Permitted Liens, against the assets of the Company, excluding the Excluded Assets, other than in the ordinary course of business consistent with past practices; or

(d)

any written notice from a customer, or the Knowledge of the Sellers, any indication from a customer, that it intends to terminate an existing business relationship with the Company.

3.04

Government Authorizations . Except as set forth in Schedule 3.04 , to the Sellers’ Knowledge