Exhibit 10.12

March  16,  2006

Mr.  Thomas  McNeill
32  Seneca  Drive
Commack,  NY  11725

Dear  Tom,

Please accept this correspondence as confirmation of an offer of employment from
Colorado  Prime  Corporation.  Listed  below  are  the  particulars:

     Position:          VP,  CFO
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     Start  Date:     April  17,  2006
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     Salary:          $200,000
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Upon  satisfactory  completion of a public transaction and adequate financing of
the  Company's  strategic  plan,  base  salary will be increased upon closing to
$215,000.

Salary  can  go  up but not down, otherwise this will be deemed a termination of
employment  contract  and  cause  such  provisions  to  go  in  effect.

Bonus:     Eligible  for  participation  in  Corporate  Incentive  Plan  tied to
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overall  profit attainment ranges.  Bonus potential range +/- from 10% to 50% of
base  salary when +/- percentage of 100% of EBITDA is attained.  (Exact schedule
to  be  developed.)

Stock  Options:     Eligible  for  option grants at the time the company becomes
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public  and  at  other such times as deemed appropriate by the CEO, commensurate
with  a  CFO  position.

Equity:     Regarding  equity granted and vested; a) 100% vesting of grants upon
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change of control, b) any vested options or warrants held by the employee may be
exercised  for the duration of the original exercise period even in the event of
employee  resignation  or  termination.

     Example:  3  shares  -  3  year  vest  term  -  month  25  employee tenders
resignation,  accordingly  2  shares  vest

Health Benefits:     Eligible for participation in health benefit plans (medical
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and  dental)  to coincide with date of hire (may be required to provide evidence
of  insurability  and  no break in prior coverage).  Under the company's medical
plan,  there  is no exception for the 90-day enrollment period (3 full months of
employment,  then  enrollment on the 1st day of the following month), regardless
of  employment  status.  Therefore,  the  company  would pay your COBRA for that
period.

401(k) Benefits:     Participation in the plan requires six months of continuous
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employment,  after  which  participation is coincident with the beginning of the
next quarter.  Discretionary company match equal to 40% of the employee deferral
contribution up to 1% of the employee's annual compensation.  Under the Colorado
Prime  Corporation  401(k)  Plan,  there  are  no  exceptions  for the six month
enrollment  period,  regardless of employment status.  Information on Health and
401(k)  Plan  delivered  under  separate  cover.

Life  Insurance:     1  times  annual  compensation  up to $150,000 (health plan
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participants)

<PAGE>

Mr.  Thomas  McNeill
March  16,  2006
Page  2

Time  Accrual:
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Vacation:  4  weeks  per  year
Personal/Sick:  5  days  per  year
Holidays:  7  days

Miscellaneous:     Cell  phone,  newspaper,  conferences  as needed and based on
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business  disciplines  (common  sense  would  prevail).

Change  of  Control/Severance:
-----------------------------

It  is  understood  that  your  employment  is  voluntary  in  nature  and  is
employment-at-will.

In  the  event  of  termination  of employment without cause, the employee shall
receive  severance  paid  in  one  lump sum at the rate of one times the current
annual  salary  if  the company is in a cash position (at the sole discretion of
the  CEO)  to honor this request.  Company benefits in effect would continue for
12  months.

If  the  company  is not in a cash position (at the sole discretion of the CEO),
severance will be paid at one times the current annual salary over a period of 6
months.  Company  benefits  in  effect  would  continue  for  12  months.

In  the event of a change of control, severance would be paid in one lump sum at
one  and a half times the annual salary if the company is in a cash position (at
the  sole discretion of the CEO).  Company benefits in effect would continue for
12  months.

In  the  event  of a change of control and the company is not in a cash position
(at  the  sole discretion of the CEO), severance would be paid at one and a half
times  the  annual  salary  paid over a period of 6 months.  Company benefits in
effect  would  continue  for  12  months.

Post  change  of  control, employee has 30 days to exercise a "leave" provision.
If  employee  decides  to  leave  and gives notice within this 30-day timeframe,
change  of  control  provisions  apply.

If  employee resigns, or is terminated for good cause (including but not limited
to;  willful  misconduct  or  gross negligence in the performance or intentional
nonperformance  of  any employee's material duties and responsibilities, willful
dishonesty,  fraud, alcohol or illegal drug abuse, or misconduct with respect to
the  business  affairs  of  the  Company,  conviction of a felony or other crime
involving  moral  turpitude)  no  severance  would  be  paid.

LT  Disability:     The  Company currently has no long-term disability coverage,
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but  based  on  growth  and  profitability,  we  may  consider  this  benefit.

We  look forward to you joining the team, are excited about working with you and
welcome  you.

Warmest  regards,

/s/Paul  A.  Roman
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Paul  A.  Roman
Chairman,  CEO


     I  acknowledge  and  accept  the  Colorado  Prime  Corporation  offer  of
employment.


/s/Thomas  McNeill                     March 16, 2006
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Thomas  McNeill                              Date