UNCONDITIONAL GUARANTY

                            (LORETTA FOOD GROUP INC.)

     This UNCONDITIONAL GUARANTY dated March 9, 2005 (this "Guaranty"),  is made
by Loretta Food Group Inc. a Delaware corporation (the "Guarantor"), in favor of
Caithness  Financial  Services  Limited  (the  "Lender")  with  reference to the
following facts:

     A. The Lender has entered into a Loan  Agreement  dated as of March 8, 2005
(said Agreement,  as it may hereafter be amended or otherwise modified from time
to time,  being the "Loan  Agreement")  with Loretta Baking Mix Products Ltd., a
corporation  organized and existing under the laws of Michigan (the "Borrower").
Capitalized  terms that are used in this Guaranty but are not otherwise  defined
in this Guaranty shall have the respective  meanings  assigned to those terms in
the Loan Agreement.

     B.  The  Guarantor  directly  or  indirectly  owns  100%  of the  ownership
interests in the Borrower and will,  therefore,  derive  substantial  direct and
indirect benefit from the transactions contemplated by the Loan Agreement.

     C. It is a  condition  precedent  to the  making of the Loan by the  Lender
under the Loan  Agreement  that the Guarantor  shall have executed and delivered
this Guaranty.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Lender to make the Loan under the Loan Agreement, the Guarantor hereby agrees as
follows:

     1. Guaranty. The Guarantor hereby  unconditionally  guarantees the punctual
payment and performance when due, whether at stated maturity, by acceleration or
otherwise,  of all  obligations of the Borrower now or hereafter owing to Lender
arising in relation to the Loan Agreement, the Note or the other Loan Documents,
whether for principal,  interest,  fees, expenses or otherwise (such obligations
being  the  "Obligations"),  and  agree to pay any and all  reasonable  expenses
(including  reasonable  counsel  fees and  expenses)  incurred  by the Lender in
enforcing any rights under this Guaranty. Without limiting the generality of the
foregoing,   the  Guarantor's  liability  shall  extend  to  all  amounts  which
constitute  part of the  Obligations and would be owed by the Borrower under the
Loan  Agreement,  the  Note  or the  other  Loan  Documents  even  if  they  are
unenforceable   or  not   allowable  due  to  the  existence  of  a  bankruptcy,
reorganization or similar proceeding involving the Borrower.

     2. Guaranty  Absolute.  This is a guarantee of payment and not  collection.
Guarantor  guarantees that the  Obligations  will be paid in accordance with the

                                       1

<PAGE>

terms of the Loan Agreement and the other Loan Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any
of such terms or the rights of the Lender with respect thereto.  The obligations
of the Guarantor under this Guaranty are independent of the  Obligations,  and a
separate  action or actions may be brought and prosecuted  against the Guarantor
to enforce this Guaranty,  irrespective of whether any action is brought against
the  Borrower  or any other  Guarantor  or  whether  the  Borrower  or any other
Guarantor  is joined in any such  action or  actions.  Lender can  require  that
Guarantor  pay Lender the amounts  owing under this  Guaranty  immediately,  and
Lender is not required to collect first from the Borrower.  The liability of the
Guarantor under this Guaranty shall be absolute and  unconditional  irrespective
of:

         (i) any lack of validity or enforceability  of the Loan Agreement,  the
         Note or any other Loan  Document or any other  agreement or  instrument
         relating thereto;

         (ii) any change in the time,  manner or place of payment  of, or in any
         other term of, all or any of the Obligations, or any other amendment or
         waiver of or any consent to  departure  from the Loan  Agreement or any
         Loan  Document,  including,  without  limitation,  any  increase in the
         Obligations  resulting from the extension of additional advances to the
         Borrower or any of its subsidiaries or otherwise;

         (iii)  any  taking,   exchange,   release  or   non-perfection  of  any
         collateral, or any taking, release or amendment or waiver of or consent
         to  departure  from  any  other  guaranty,   for  all  or  any  of  the
         Obligations;

         (iv) any manner of application of collateral,  or proceeds thereof,  to
         all  or any  of  the  Obligations,  or any  manner  of  sale  or  other
         disposition of any collateral for all or any of the  Obligations or any
         other assets of the Borrower or any of its subsidiaries;

         (v) any change, restructuring or termination of the corporate structure
         or existence of the Borrower,  any Guarantor or any of their respective
         affiliates; or

         (vi) any other circumstance which might otherwise  constitute a defense
         available to, or a discharge of, the Borrower or any other guarantor.

This Guaranty shall  continue to be effective or be reinstated,  as the case may
be, if at any time any payment of any of the  Obligations  is  rescinded or must
otherwise  be  returned  by  the  Lender  upon  the  insolvency,  bankruptcy  or
reorganization of the Borrower or otherwise,  all as though such payment had not
been made.

                                       2

<PAGE>

     3. Waiver.  The Guarantor hereby waives  promptness,  diligence,  notice of
acceptance and any other notice with respect to any of the  Obligations and this
Guaranty and any requirement that the Lender protect,  secure, perfect or insure
any  security  interest or lien or any property  subject  thereto or exhaust any
right or take any action  against the  Borrower or any other person or entity or
any collateral.

     4.  Subrogation.  The  Guarantor  will not exercise any rights which it may
acquire by way of subrogation under this Guaranty, by any payment made hereunder
or otherwise, until all the Obligations and all other amounts payable under this
Guaranty  shall  have  been  paid in full.  If any  amount  shall be paid to the
Guarantor on account of such subrogation rights at any time prior to the payment
in full of the  Obligations  and all other amounts  payable under this Guaranty,
such  amount  shall be held in trust for the  benefit  of the  Lender  and shall
forthwith  be paid to the  Lender  and  applied  upon the  Obligations,  whether
matured or unmatured, in accordance with the terms of the Loan Agreement or held
by the Lender as collateral security for any Obligations thereafter existing. If
(i) the  Guarantor  shall  make  payment to the Lender of all or any part of the
Obligations  and (ii) all the  Obligations  and all other amounts  payable under
this Guaranty shall be paid in full,  the Lender will, at  Guarantor's  request,
execute and deliver to Guarantor  appropriate  documents,  without  recourse and
without  representation  or  warranty,  necessary  to evidence  the  transfer by
subrogation to Guarantor of an interest in the  Obligations  resulting from such
payment by Guarantor.

     5.  Subordination.  All debts and  obligations,  whether  now or  hereafter
owing,  of the Borrower to the Lender,  contingent or  otherwise,  in connection
with and  pursuant to the Loan or any Loan  Document  are  referred to herein as
"Senior Obligations". All debts and obligations, whether now or hereafter owing,
of the Borrower to any Guarantor or any subsidiary of any Guarantor, as the same
may be modified or renewed,  including  all  interest  thereon,  and charges and
other  expenses  and fees  advanced  or  incurred  by or for such  Guarantor  in
connection  therewith are referred to herein as the "Subordinated  Debts". Until
the Borrower has fully repaid and  performed to or for the benefit of the Lender
all  Senior  Obligations,  any and all  Subordinated  Debts  and all  liens  and
encumbrances  securing the same are fully  subordinated to the full repayment of
the Senior  Obligations and the discharge of all liens and encumbrances in favor
of the Lender now or  hereafter  securing the Senior  Obligations.  Accordingly,
until the Senior  Obligations  shall have been paid in full,  the Borrower shall
not make,  and  Guarantor  shall not, and shall cause its  subsidiaries  not to,
demand or accept,  any  payment  of  principal  or  interest  on account  of, or
transfer any  collateral  for any part of, the  Subordinated  Debts.  During the
period  beginning  on the date hereof and ending on the date on which the Senior
Obligations  shall have been  satisfied and performed in full,  Guarantor  shall
not, and shall cause its subsidiaries not to, seek to realize on any collateral,
or commence or join in any  proceeding  for the  collection of the  Subordinated
Debts, including any bankruptcy,  insolvency or receivership proceeding, without
the prior  written  consent of the Lender.  If any payments are received or come
into the possession of Guarantor while there is any amount outstanding on any of
the Senior Obligations, Guarantor shall segregate such payments from other funds
of Guarantor and shall immediately pay such sums to the Lender.

                                       3

<PAGE>

     6.   Representations   and  Warranties  of  Guarantors.   Guarantor  hereby
represents to Lender, as of the date hereof:

     6.1 Existence  and Power.  Guarantor is a  corporation  duly  incorporated,
validly  existing and in good standing  under the laws of the State of Delaware,
and has full corporate power, authority and legal right to execute,  deliver and
perform this Guaranty and the other Loan Documents to which it is a party.

     6.2 Authorization.  The execution, delivery and performance by Guarantor of
this  Guaranty and the other Loan  Documents  to which it is a party,  have been
duly authorized by all necessary corporate or other action of Guarantor.

     6.3 Approvals,  Etc. No consent,  approval, filing or registration with any
authority,  is required  for the making and  performance  by  Guarantor  of this
Guaranty or any other Loan  Documents  to which it is a party,  other than those
which have  already  been  obtained or for which the failure to obtain would not
have a material adverse effect on the business, operations, assets or affairs of
the Guarantor.

     6.4 Binding  Obligations,  Etc.  This  Guaranty has been duly  executed and
delivered by Guarantor and constitutes,  and each of the other Loan Documents to
which it is a party when duly executed and delivered will constitute, the legal,
valid and binding  obligation  of  Guarantor  enforceable  against  Guarantor in
accordance  with its respective  terms,  except as enforcement may be limited by
general  principles  of  equity  and by  bankruptcy  and  other  laws  affecting
creditors' rights generally.

     6.5  Litigation.  There are no  actions,  proceedings,  investigations,  or
claims against or affecting  Guarantor now pending before any court,  arbitrator
or  governmental  authority  (nor to the  knowledge  of  Guarantor  has any been
threatened nor does any basis exist therefore) which if determined  adversely to
Guarantor  would be likely to have a material  adverse  effect on the  financial
condition  or  operations  of  Guarantor,  or impair its  ability to perform its
obligations under, or affect the validity or enforceability of, this Guaranty or
any of the other Loan Documents to which it is party.

                                       4

<PAGE>

     6.6 Financial Condition.  All statements,  reports and information provided
to Lender  regarding the  financial  condition of Guarantor  fairly  present the
financial condition of such Guarantor as of the dates thereof, all in accordance
with generally accepted accounting  principles  consistently  applied; and there
has been no material adverse change to Guarantor's financial condition as of the
Closing Date.

     6.7 Other  Agreements.  Guarantor  is not in material  breach of or default
under  any  agreement  to which it is a party or which is  binding  on it or any
material portion of its assets.

     6.8 Continuing  Representations  and Warranties.  The  representations  and
warranties  herein  contained are  continuing in character and unless  otherwise
indicated, shall continue in effect until repayment in full of the Loan.

     7.  Covenants.  Until  payment in full of the Loan and  performance  of all
other  obligations of Borrower and the Guarantor under the Loan  Documents,  the
Guarantor agrees as follows:

     7.1  Preservation of Existence,  Etc.  Guarantor will preserve and maintain
its existence,  rights,  franchises and  privileges in the  jurisdiction  of its
incorporation and will qualify and remain qualified as a foreign company in each
jurisdiction  where such  qualification is necessary or advisable in view of the
business and operations of Guarantor or the ownership of its properties,  except
to the extent  the  failure  to so  qualify  would not cause a material  adverse
effect on the Guarantor.

     7.2 Visitation  Rights.  At any reasonable time during business hours,  and
from time to time,  Guarantor  will permit  Lender to examine and make copies of
and  abstracts  from the  records  and  books  of  account  of and to visit  the
properties  of Guarantor  and to discuss the  affairs,  finances and accounts of
Guarantor with any of its officers or directors.

     7.3 Keeping of Books and Records.  Guarantor will keep adequate records and
books of account in which  complete  entries will be made,  in  accordance  with
generally accepted accounting principles  consistently  applied,  reflecting all
financial transactions of Guarantor.

     7.4  Compliance  with  Laws Etc.  Guarantor  will  comply  in all  material
respects  with  all  laws,  regulations,   rules,  and  orders  of  governmental
authorities applicable to Guarantor or to its operations or property, except any
thereof  whose  validity  is  being  contested  in  good  faith  by  appropriate
proceedings upon stay of execution of the enforcement thereof.

                                       5

<PAGE>


     7.5 Other  Obligations.  Guarantor  will pay and discharge  before the same
shall become delinquent all indebtedness,  taxes and other obligations for which
Guarantor is liable or to which its income or property is subject and all claims
for labor and materials or supplies which, if unpaid, might become by law a lien
upon assets of Guarantor.

     7.6 Insurance.  Guarantor will keep in force upon all of its properties and
operations  policies of  insurance  carried with  responsible  companies in such
amounts and  covering  all such risks as shall be  customary in the industry and
satisfactory to Lender or as otherwise required in the Loan Documents. Guarantor
will on  request  furnish  to Lender  certificates  of  insurance  or  duplicate
policies evidencing such coverage.

     7.7 Financial Information.  Guarantor will deliver to Lender (a) as soon as
available  and in any event  within 90 days after the end of each fiscal year of
Guarantor,  the balance sheet of Guarantor as of the end of such fiscal year and
the related  statements of income and retained earnings and statement of changes
in  financial  position of  Guarantor  for such year,  accompanied  by the audit
report thereon by  independent  certified  public  accountants  satisfactory  to
Lender;  (b) as soon as available  and in any event within 30 days after the end
of each month, the unaudited  balance sheet and statement of income and retained
earnings of Guarantor as of the end of such month  (including the fiscal year to
the end of such month),  accompanied  by a  certificate  of the chief  financial
officer of Guarantor that such  unaudited  balance sheet and statement of income
and retained  earnings have been prepared in accordance with generally  accepted
accounting  principles  consistently  applied and present  fairly the  financial
position  and the results of  operations  of  Guarantor as of the end of and for
such month; (c) unedited copies of all reports,  or other information  furnished
to the board of  directors of  Guarantor  or its  management;  and (d) all other
statements,  reports  and other  information  as Lender may  reasonably  request
concerning the financial condition and business affairs of Guarantor.

     7.8 Notification.  Promptly after learning  thereof,  Guarantor will notify
Lender  of (a)  any  action,  proceeding,  investigation  or  claim  against  or
affecting  Guarantor  instituted  before any court,  arbitrator or  governmental
authority or, to Guarantor's  knowledge,  threatened to be  instituted;  (b) any
substantial  dispute between Guarantor and any governmental  authority;  (c) any
labor controversy which has resulted in or, to Guarantor's knowledge,  threatens
to result in a strike which would materially  affect the business  operations of
Guarantor; (d) the occurrence of any Event of Default.

                                       6

<PAGE>

     7.9 Additional Payments; Additional Acts. From time to time, Guarantor will
(a) pay or reimburse  Lender on request for all reasonable  expenses,  including
legal fees,  actually  incurred by Lender in connection with the preparation and
execution of the Loan Documents or the  enforcement  by judicial  proceedings or
otherwise  of any of the  rights of Lender  under  the Loan  Documents;  and (b)
execute and deliver all such  instruments  and to perform all such other acts as
Lender may reasonably request to carry out the transactions  contemplated by the
Loan Documents.

     8.  Payments  Free and Clear of Taxes,  Etc. Any and all  payments  made by
Guarantor  hereunder  shall be made free and clear of and without  deduction for
any and all present or future taxes,  levies,  imposts,  deductions,  charges or
withholdings,  and all liabilities with respect thereto, excluding taxes imposed
on net income and all income and franchise  taxes of the United States,  and any
political  subdivisions thereof (all such non-excluded taxes,  levies,  imposts,
deductions,  charges, withholdings and liabilities being hereinafter referred to
as "Taxes").  Guarantor  will  indemnify the Lender for the full amount of Taxes
paid  by the  Lender  and  any  liability  (including  penalties,  interest  and
expenses) arising  therefrom or with respect thereto,  whether or not such Taxes
were correctly or legally asserted. This indemnification shall be made within 30
days from the date the Lender makes written demand therefore.  Without prejudice
to  the  survival  of  any  other  agreement  of the  Guarantor  hereunder,  the
agreements  and  obligations  of  Guarantor  contained  in this  Section 8 shall
survive the payment in full of the principal of and interest on the Note.

     9.  Amendments,  Etc.  No  amendment  or  waiver of any  provision  of this
Guaranty,  and no consent to any departure by Guarantor  herefrom,  shall in any
event be effective unless the same shall be in writing and signed by the Lender,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

     10. Addresses for Notices. (a) Any notice required or permitted to be given
under this  Guaranty  or any other Loan  Document  will be in writing and may be
given by delivering,  sending by electronic facsimile transmission or sending by
prepaid first class mail, the notice to the following address or number:

                  If to Lender:

                           Caithness Financial Services Limited
                           141 Adelaide Street West, Suite 500
                           Toronto, ON
                           Canada M5H 3L5
                           Attention: William Smethurst
                           Facsimile No.: 416-363-0456

                                       7

<PAGE>

                  If to Guarantor:

                           Loretta Food Group Inc.
                           2405 Lucknow Drive
                           Mississauga, ON
                           Canada, L5S 1H9
                           Attention:  Al Burgio
                           Facsimile No.: 905-678-0733

(or to such  other  address  or number as any  party  may  specify  by notice in
writing to another party).

     (b) Any notice delivered or sent by electronic facsimile  transmission on a
business day will be deemed  conclusively to have been effectively  given on the
day the notice was delivered,  or the transmission was sent  successfully to the
number set out above, as the case may be.

     (c) Any notice sent by prepaid first class mail will be deemed conclusively
to have been effectively given on the fifth Business Day after posting.

     11. No Waiver;  Remedies.  Each right and remedy herein given to the Lender
is  cumulative,  and is in addition  to every  other  right  existing at law, in
equity or  otherwise.  Each such right and remedy may be exercised  from time to
time and in any order. No delay by the Lender in the enforcement of any right or
remedy shall be deemed to  constitute  a waiver or election  with respect to any
rights or  remedies.  The  obligations  of  Guarantor  under this  Guaranty  are
independent of the Obligations,  and separate actions may be brought against any
and all guarantors,  the Borrower, and the collateral, and this Guaranty and the
Obligations  may be enforced  against any and all parties and the  collateral in
any order. Actions to enforce this Guaranty may be brought in or transferred to,
at the option of the  Lender,  the United  States  District  Courts or the state
courts of general jurisdiction sitting in the County of Oakland, Michigan, or in
any jurisdiction  where any collateral for the Loan or this Guaranty is located.
Guarantor consents to the jurisdiction of all such courts and waives any and all
defenses  based on  inconvenience  of forum in all  actions  brought  hereunder.
Guarantor agrees to pay, as they are incurred,  all reasonable  attorneys' fees,
costs  and  other  expenses,  and the  reasonable  fees  and  expenses  of other
professionals  incurred in connection  with the  enforcement  of this  Guaranty,
including  the  cost  of  determining   relative  rights  hereunder,   including
reasonable  fees,  costs and expenses in connection with bankruptcy  proceedings
involving the Borrower or Guarantor.

                                       8

<PAGE>

     12. Right of Set-off. Upon the occurrence and during the continuance of any
Event of Default,  the Lender is hereby  authorized at any time and from time to
time, to the fullest  extent  permitted by law, to set off and apply any and all
sums at any time held and other  indebtedness at any time owing by the Lender to
or for  the  Loan  or the  account  of  Guarantor  against  any  and  all of the
obligations of Guarantor now or hereafter existing under this Guaranty,  whether
or not the Lender  shall have made any demand  under this  Guaranty and although
such obligations may be contingent and unmatured.  The Lender agrees promptly to
notify the Guarantor after any such set-off and  application,  provided that the
failure to give such notice  shall not affect the  validity of such  set-off and
application.  The rights of the Lender  under this  Section  are in  addition to
other  rights and  remedies  (including,  without  limitation,  other  rights of
set-off) which the Lender may have.

     13. Confidentiality and Privacy. The terms of the Loan may not be disclosed
by Guarantor  except with the prior written  consent of Lender.  Guarantor shall
not  mention  Lender's  name in any press  release or other  public  disclosure,
except as required  by law or  applicable  stock  exchange  rules,  or as may be
consented to in a writing from Lender,  previously obtained.  Guarantor consents
to the  collection,  use and  disclosure by Lender and its agents of any and all
personal and/or proprietary  information regarding Guarantor as may be necessary
to fully exercise Lender's rights and remedies contained in any Loan Document.

     14. Continuing Guaranty; Assignments under Loan Agreement. This Guaranty is
a  continuing  guaranty  and shall (i) remain in full force and effect until the
later  of (x) the  payment  in full of the  Obligations  and all  other  amounts
payable under this Guaranty and (y) the  expiration or  termination of the Loan,
(ii)  be  binding  upon  Guarantor,  its  successors  and  assigns  jointly  and
severally,  and (iii) inure to the benefit of, and be enforceable by, the Lender
and its successors,  transferees and assigns. Without limiting the generality of
the foregoing clause (iii),  the Lender may assign or otherwise  transfer all or
any portion of its rights and obligations  under the Loan Agreement  (including,
without  limitation,  all or any  portion of its Loan and the Note) to any other
person or entity,  and such other person or entity shall thereupon become vested
with all the  benefits  in  respect  thereof  granted  to the  Lender  herein or
otherwise.

     15.  Governing  Law. This  Guaranty  shall be governed by, and construed in
accordance with, the laws of the State of Michigan.

     IN WITNESS  WHEREOF,  the  Guarantor  has caused  this  Guaranty to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.


Loretta Food Group Inc.

By:
------------------------
      Al Burgio
Its:
------------------------

                                       9