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EXHIBIT 31.10.2

LOAN AGREEMENT

THIS AGREEMENT between FOOD RESEARCH CORPORATION (FRC), and CUISINE
SOLUTIONS, INC., a Delaware corporation, with its principal place of business
in the State of Virginia (CSI) is made on the following terms and conditions
:

FRC, hereafter referred as the lender, agrees to lend CSI, hereafter referred
as the borrower, the amount of five hundred thousand (500,000) US Dollars,
upon the terms and conditions set forth below.

Article 1 : Amount of the loan

FIVE HUNDRED THOUSAND US DOLLARS (US$500,000), initially in one single advance
of Five Hundred Thousand Dollars which will be paid by FRC by wire transfer of
immediately available funds into the CSI bank account number 2000073692126 at
WACHOVIA Bank. Amounts repaid may be reborrowed upon the written request of
borrower and advanced in the manner set forth in the preceding sentence. CSI
shall make notations in its books and records as to loan amounts borrowed and
repaid and the dates thereof, which shall be binding on the parties absent
manifest error.

Article 2: Purpose of the loan

The loan will be used to finance operations of the
borrower.

Article 3: Effective Date, duration and repayment

This agreement shall be effective as of November 10, 2003. The duration of the
loan is three years, and the loan will mature and be due and payable in full
on November 10, 2006 (the initial maturity date). This agreement and the
loan may be extended for an additional six months (to May 10, 2007) (the
extended maturity date)) upon written notice by CSI to FRC no later than the
initial maturity date and upon approval by FRC.

Article 4: Availability of the funds

The lender agrees to make the funds of the loan available to the borrower
within five business days of the execution of this agreement.

Article 5: Terms of the loan

The rate of interest of this loan is 5% per annum, payable at the end of each
CSI quarter beginning April 2004. A balloon payment of the principal will be
made at the end of the loan period.

If the loan is extended, the interest due on the initial maturity date may be
capitalized at CSIs election, and the increased principal balance will be
payable on the extended maturity date.

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The interest shall be computed on the basis of the number of the days elapsed
between the day the funds are made available and the day the interest is paid,
and calculated on the basis of a year of 365 (three hundred and sixty five)
days.

Interest will accrue on any payment not made by CSI at the due date of this
loan at the same rate as specified above, without any action or notice and
demand, from the due date until the complete repayment.

Article 6: Option to pay in advance and option to offset

The borrower will have the option to pay the loan in advance, totally or
partially, at any time, without any prepayment premium or penalty, upon at
least two business days advance notice to the lender. Payments hereunder shall
be applied first to accrued interest and then to principal.

Article 7: Notices

All notices or demands pursuant to this loan agreement shall be in writing and
shall be sent by letter or telefax to each party at its address underneath its
signature below and shall be deemed received upon actual receipt.

Article 8: Governing law, Jurisdiction

This agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Virginia.

In case of dispute, the parties to this agreement will submit the same to
binding arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association.

Article 9: Costs

Each party shall pay its own fees, expenses and disbursements in relation with
the negotiation and drafting of this agreement and any other agreements and
instruments to be executed pursuant to this agreement.

IN WITNESS WHEREOF, the undersigned have executed and delivered this agreement
this 10th day of November, 2003.

| |  |                           |  |                               
| |  | ------------------------- |  | ------------------------------
| |  | Food
Research Corporation
| |  |                           |  |                               
| |  | By                        |  | /s/ Jean-Louis
Vilgrain       
| |  |                           |  |                               
| |  |                           |  | Name:                         
| |  |                           |  | Title: PRESIDENT              
| |  |                           |  |                               
| |  | Address for Notices:     
| |  |                           |  |                               
| |  | Cuisine Solution, Inc.   
| |  |                           |  |                               
| |  | By                        |  | /s/ Stanislas
Vilgrain        
| |  |                           |  |                               
| |  |                           |  | Name:                         
| |  |                           |  | Title: Chief
Executive Officer
| |  |                           |  |                               
| |  | Address for Notices:     

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