TERM LOAN SECURITY AGREEMENT

THIS SECURITY AGREEMENT (“Agreement”) is made as of the 10th day of July 2009 by ARTISANAL CHEESE, LLC, a New York limited liability company with an address at 500 West 37th Street, 2nd Floor, New York, New York  10018 (“Borrower”), in favor of each of several Lenders signatory hereto (each such Lender, a “Lender” and, collectively, the “Lenders”).

This Agreement is made pursuant to the Promissory Note of even date herewith executed by the Company in favor of the Lenders (the “Promissory Note”) pursuant to which the Company agrees to repay the Lenders that amount which each Lender has loaned respectively to the Company thereunder including all principle and interest owed by the Company through the date of the repayment thereof.

The Company and each Lender hereby agrees as follows:

WHEREAS, Borrower is indebted to the Lenders for certain payments under the Promissory Note; and

WHEREAS, it is a condition of the Promissory Note that Borrower execute and deliver this Agreement to the Lenders to secure Borrower’s obligations thereunder.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.             As used in this Agreement, the term “Collateral” means all assets, accounts, goods, general intangibles, inventory, furniture, fixtures, tools, equipment, materials, supplies, instruments, securities, chattel paper, contract rights, general intangibles, credits, claims and other property, rights and interests owned by Borrower, together with all additions and accession thereto, all substitutions and replacements therefore, and all proceeds and products thereof, whether now or hereafter existing or now owned or hereafter acquired, wherever located, of every kind and description.

2.             As used in this Agreement, the term “Liability” or “Liabilities” means all present and future obligations of Borrower to the Lenders, whether direct or indirect, joint or several, otherwise secured or unsecured, primary or secondary, absolute or contingent, which are due or that may become due under the Note.

3.             To secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabilities, the Borrower hereby assigns, conveys, mortgages, pledges, transfers and grants to the Lenders a security interest in and to all of the Collateral subject to any prior properly perfected security interest.

4.             The Borrower represents that the Collateral and its books and records relating to the Collateral are located at the address of Borrower set forth above.  The Borrower covenants and agrees that it will promptly notify the Lenders in writing of any change of such location.

5.            Except for those properly perfected security interests previously disclosed to Lenders, the Borrower represents, warrants and covenants that:  (a) it is the sole owner of the Collateral, free and clear of any liens, security interests, charges or encumbrances; (b) it has the right to grant the security interest created by this Agreement; (c) no financing statements, or other instruments of similar effect, covering all or any part of the Collateral are on file in any recording office; (d) it is a limited liability company, duly organized, validly existing and in good standing in the place of its organization, and the execution and delivery of this Agreement and the Promissory Note have been duly authorized by all necessary corporate action; (e) it is and will continue to be eligible to do business and is otherwise in good standing in all jurisdictions where it owns property or transacts business, except to the extent that the failure to be eligible or in good standing could not, in the aggregate, reasonably be expected to have a material adverse effect; (f) it is and will continue to be in compliance with all applicable laws, statutes, rules and regulations, including without limitation, those concerning the environment, employee pension and benefit plans and the payment of taxes, assessments and other governmental charges, except to the extent that the failure to comply could not, in the aggregate, reasonably be expected to have a material adverse effect; and (g) neither this Agreement nor any other document delivered by the Borrower to the Lenders contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made as of the date made or deemed made.

6.            The Borrower covenants and agrees that, until its obligations under the Promissory Note have been paid or fulfilled in full: (a) it will defend the Collateral against the claims and demands of all persons; (b) i