SHOPPERS CHARGE ACCOUNTS CO. PRIVATE LABEL CREDIT CARD AGREEMENT

Exhibit 10.13

SHOPPERS CHARGE ACCOUNTS CO.

PRIVATE LABEL CREDIT CARD AGREEMENT

THIS AGREEMENT is made effective this 30th day of October, 2006 by and between Shoppers Charge Accounts Co., a division of TD Banknorth, N.A., having an office at 1000 MacArthur Boulevard, Mahwah, New Jersey 07430 ("SCA"), and New Colorado Prime Holdings, Inc., D/B/A Colorado Prime Foods and DineWise, having its principal office at 500 Bi-County Boulevard, Farmingdale, New York 11735 ("Merchant").

Recitals

WHEREAS, SCA is in the business of providing private label credit card programs to retailers and their customers (the "Program"), and in connection therewith lends to such customers to finance their purchases of goods, merchandise and services sold by such retailers; and

WHEREAS Merchant is in the business of selling goods, merchandise and services, and seeks to sell certain of such goods, merchandise and services on credit to its retail customers pursuant to the Program.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows:

Agreement

1.   The Program; SCA’s Obligations.

(a)   SCA will establish the Program for Merchant and provide the Program to Merchant’s retail customers in order to finance purchases of Merchant’s goods, merchandise and services by Program customers. In connection therewith, SCA shall lend to qualifying Program customers under a revolving line of credit agreement ("Credit Card Account"). Said qualifications will be established by SCA from time to time in its sole discretion. All Credit Card Accounts are revolving lines of credit, meaning that the customer is able to make payments and draw against the line of credit to make additional authorized purchases from Merchant from time to time while the Account is open and valid.

(b)   SCA shall provide to Merchant application materials in such amounts as are necessary to operate the Program. Applications shall be on forms and pursuant to guidelines approved by SCA in its sole discretion.

(c)   SCA shall produce and distribute to approved card applicants private label credit cards, the standard offering of which is a two-color process card; should the Merchant desire a more elaborate design (subject to approval by SCA in its sole discretion), SCA reserves the right to pass the cost differential on to the Merchant, but Merchant will be so advised prior to a production order being placed.

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(d)   SCA shall make all credit analyses and determinations with respect to credit applications for Credit Card Accounts in its sole discretion.

(e)   SCA shall take commercially reasonable actions necessary or appropriate to assure that all aspects of the Program, including, without limitation, application forms, change in terms notices, account agreements, billing statements and servicing and collection procedures, are in material compliance with all applicable laws, rules and regulations, including, without limitation, the federal Truth-in-Lending Act, the federal Equal Credit Opportunity Act, the federal Fair Credit Reporting Act, the federal Fair Credit Billing Act, the federal Gramm-Leach-Bliley Act and federal regulations concerning the privacy of customer information, and federal Guidelines for Safeguarding Customer Information.

(f)   SCA shall provide Merchant with reports reflecting number of new account and balance volumes, as well as any additional reports reasonably requested by Merchant, provided that such reports are permitted under applicable law including, without limitation, the Gramm-Leach-Bliley Act and federal Regulation P. All such reports will be in a format reasonably acceptable to Merchant.

(g)   SCA shall pay all postage costs associated with the administration of the Program.

(h)   SCA will provide for the inclusion of statement inserts provided by the Merchant, provided that (i) SCA receives such inserts ten (10) business days before statement production, and (ii) SCA approves the content of such statements in its sole discretion. In the event that the statement insert causes the weight of the statement mailing to exceed one (1) ounce, Merchant shall be responsible for payment of all excess postage.

2.   Processing Fee .

(a)   SCA agrees to advance funds to Program customers in accordance with the terms of their Credit Card Account agreements to finance the purchase of goods, merchandise and services from Merchant, provided such purchases are evidenced by sales slips ("Sales Slips") processed by Merchant in accordance with procedures established or to be established by SCA and provided to Merchant. For each such purchase, SCA shall fund to Merchant an amount equal to the face amount of the Sales Slip, minus a Processing Fee to be determined as follows:

(i)   one and three quarters percent (1.75%) of the purchase amount for "Standard" purchases (customers are permitted additional, authorized purchases to be charged on the Credit Card Account with minimum/fluctuating payment amounts due monthly based on the outstanding balance);

(ii)   one and ninety-five hundredths percent (1.95%) of the purchase amount for "Promotional Three Equal Payment" purchases (customers are required to pay three equal minimum monthly payments with retroactive finance charges assessed to date of purchase if the original purchase amount is not paid in full by the end of the promotional period);

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(iii)   two percent (2.00%) of the purchase amount for "Promotional Four Equal Payment" purchases (customers are required to pay four equal minimum monthly payments with retroactive finance charges assessed to date of purchase if the original purchase amount is not paid in full by the end of the promotional period);

(iv)   three and one-half percent (3.50%) of the purchase amount for "Promotional Six Equal Payment" purchases (customers are required to pay six equal minimum monthly payments with retroactive finance charges assessed to date of purchase if the original purchase amount is not paid in full by the end of the promotional period);

(v)   five percent (5.00%) of the purchase amount for "Promotional Eight Equal Payment" purchases (customers are required to pay eight equal minimum monthly payments with retroactive finance charges assessed to date of purchase if the original purchase amount is not paid in full by the end of the promotional period);

(vi)   one percent (1.00%) of the purchase amount for "Promotional Three Equal Payment" purchases (customers are required to pay three equal minimum monthly payments and will pay finance charges at the rate of 15% APR on the unpaid balance each month, using the average daily balance method of finance charge calculation);

(vii)   one and one half percent (1.50%) of the purchase amount for "Promotional Four Equal Payment" purchases (customers are required to pay four equal minimum monthly payments and will pay finance charges at the rate of 15% APR on the unpaid balance each month, using the average daily balance method of finance charge calculation);

(viii)   one and eight-tenths percent (1.80%) of the purchase amount for "Promotional Six Equal Payment" purchases (customers are required to pay six equal minimum monthly payments and will pay finance charges at the rate of 15% APR on the unpaid balance each month, using the average daily balance method of finance charge calculation); and

(ix)   two and five-eighths percent (2.625%) of the purchase amount for "Promotional Eight Equal Payment" purchases (customers are required to pay eight equal minimum monthly payments and will pay finance charges at the rate of 15% APR on the unpaid balance each month, using the average daily balance method of finance charge calculation).

    (b)   SCA and Merchant shall agree in writing to any additions to the promotions listed in Section 2(a) above before any such other promotions are offered to customers. The choice of which promotion to offer to an individual customer will be at the option of Merchant, provided   however that SCA reserves the right, in its sole discretion, to make changes to any terms with reasonable notice to the Merchant and customers prior to any change taking effect.

3.   Merchant Representations and Warranties and Covenants .

(a)   The Merchant represents and warrants that all sales financed by SCA are true sales of deliverable and merchantable goods or of services actually performed and provided

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by Merchant, including shipping and handling charges, applicable taxes and other fees imposed by Merchant, and that there are no defenses, credits, set-offs, deductions or counterclaims of which Merchant is aware, assertable now or in the future against the same, by customers or third parties and that Merchant owns such goods and proceeds, free and clear of any liens and that the related Sales Slips are genuine, valid and subsisting and are free and clear of all liens and encumbrances. Should Merchant be deemed to have breached this Agreement and the above stated warranty, then in that event Merchant agrees to indemnify SCA for any loss sustained by SCA.

(b)   The Merchant represents and warrants that it shall take all actions necessary or appropriate to assure that all aspects of the Program within its control, including, without limitation, the taking of applications, communications with applicants and Program customers, and the processing of Sales Slips are in compliance with all Program policies and procedures established by SCA and all applicable laws, rules and regulations, including, without limitation, the federal Equal Credit Opportunity Act, and federal Guidelines for Safeguarding Customer Information.

(c)   It is understood that SCA will be the owner of all Credit Card Accounts and related receivables and, if its ownership is ever called into question, SCA has a security interest in the goods and merchandise purchased, which security interest, if any, Merchant hereby grants to SCA. Merchant authorizes SCA to take any and all action necessary to perfect this security interest. Merchant agrees to maintain for a period of six (6) years electronic files and paper Sales Slips containing details of all sales transactions under the Credit Card Accounts and transmitted to SCA electronically. Merchant agrees to permit a representative of SCA to audit such records of Sales Slips during business hours and at such time as shall be mutually convenient for all parties. Merchant further agrees, either as a result of a request made by SCA or a request directly made by the holder of a Credit Card Account, that Merchant will provide such information regarding prior sales as may be required in order to comply with the Fair Credit Billing Act, and that SCA may, at any time and its sole discretion, require that Merchant submit hard copies of all Sales Slips and other sales documents to SCA in addition to electronic transmission.

(d)   It is understood that this Agreement covers future advances and after acquired property with regard to the Credit Card Accounts, and SCA, as the Secured Party under this Agreement, has the right to make future advances which will be secured under this Agreement and any Uniform Commercial Code filings made in accordance with this Agreement.

(e)   For face to face credit card applications, Merchant agrees that it will obtain two (2) pieces of acceptable and valid identification documents as set forth in the Acceptable Identification Documentation list provided by SCA, as amended from time to time, when processing an application with SCA. Merchant further agrees that it will accurately record the type and required information from said acceptable and valid identification, and that it will not process an application where such identification appears to be fraudulent or has expired. Additionally, Merchant agrees to review and compare the photographs and signatures that appear on such acceptable and valid identification to ensure that they are similar in appearance to the applicant’s appearance and applicant’s signature on the application.

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Additionally, Merchant agrees to the following procedure for telephone credit card applications:

(f)   For face to face credit applications, Merchant agrees that it will store all completed customer applications, both approved and declined, in a secure location until such time as the applications are forwarded to SCA, said forwarding to take place no less frequently than once per month.

(g)   Merchant consents to SCA personnel monitoring and/or recording telephone conversations between Merchant and SCA personnel in order to evaluate the quality of SCA’s services.

4.   Accounts Non-Recourse. SCA agrees that it will bear any and all losses sustained on Credit Card Accounts and will not have any recourse against Merchant, except that SCA may chargeback to Merchant any transaction generated under Credit Card Accounts which SCA reasonably deems to be uncollectible as a result of unresolved customer disputes, improper sales floor procedures, or a breach of Merchant’s representations and warranties under this Agreement ("Chargeback").

Improper Sales Floor procedures include, but are not limited to:

(ii)   the Sales Slip is a duplicate of a transaction previously paid.

(iii)   the price of the goods or services shown on the Sales Slip differs from the amount shown on the receipt delivered to the Cardholder at the time of the transaction.

(iv)   Merchant did not obtain authorization from SCA for the transaction represented by the Sales Slip.

(v)   SCA determines that Merchant has violated or not complied with any term, condition, covenant, warranty, or other provision of this Agreement or any other agreement between the parties, or any of SCA’s procedures, in connection with the Sales Slip or the transaction to which it relates.

(vi)   SCA determines that the Sales Slip is fraudulent or that the related transaction is not a bona fide transaction in Merchant’s ordinary course of business, or is subject to any claim of illegality, cancellation, rescission, avoidance, or offset for any reason whatsoever, including without limitation negligence, fraud, or dishonesty on the part of Merchant or any of its agents or employees.

(viii)   SCA did not receive an Application as required.

(ix)   SCA did not receive a copy of the Sales Slip as required.

(x)   the Sales Slip is submitted prior to acceptance of merchandise by the Customer.

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(xi) merchandise is shipped to an address other than the billing address and the Cardholder disputes delivery of the merchandise.

(xii) merchandise valued in excess of $1,000 is shipped or delivered without requiring and securing a signed receipt from Customer and the Cardholder disputes delivery of the merchandise.

Unresolved customer disputes include, but are not limited to:

(i)   Cardholder claims that they have not been satisfied with a purchase or service that emanated from the Merchant.

(ii)   the Cardholder disputes the execution of the Sales Slip, or the sale, delivery, quality, or performance of the goods or services.

(iii)   the Cardholder contends that it did not authorize the transaction represented by the Sales Slip or did not authorize the transaction in the amount shown on the Sales Slip.

(iv)   the Cardholder alleges that a credit adjustment was requested within the parameters of Merchant’s documentable return policies and refused, or that a credit adjustment was issued by Merchant but SCA did not receive the credit.

Merchant shall be fully responsible for Chargebacks upon SCA’s determination and notice pursuant to Section 5 hereof.

5.   Calculation of Chargebacks. SCA may determine at any time in its sole reasonable opinion that a transaction should be classified as a Chargeback. Upon appropriate notice from SC