Exhibit 10.4

                                 [Company Logo]
                       "Where Capital Meets Opportunity"

230  Park  Avenue  Suite  1000
New  York,  New  York  10169

Tel:  (212)  472-6200
Fax:  (212)  472-2228

                                 April 15, 2005

                              Blair A. West Managing Director bwest@crusader.com
                                                              ------------------
Via  Email
----------

Mr.  Paul  A.  Roman
Chief  Executive  Officer
Colorado  Prime Foods
Suite 400
500  Bi-County  Boulevard
Farmingdale,  New  York  11735

     Re:  Advisory  Engagement  Dear  Mr.  Roman:
          --------------------

     This  letter  confirms  our  understanding that Colorado Prime Foods and/or
DineWise  their  affiliates  and/or subsidiaries (collectively, the "Company" or
"you")  has  engaged  Crusader Securities, LLC, its subsidiaries, successors and
assigns,  as  appropriate  ("Crusader"  or  "we"),  to  act  as  your  exclusive
investment  banking  advisor with respect to your efforts to further develop the
Company's  corporate  growth  strategy  to maximize shareholder value including,
among  other  things,  (i) the raising of certain amounts of capital to fund the
corporate  growth  strategy  and  to buy out certain current equity holders (the
"Requisite Capital"); (ii) the possibility of becoming a publicly traded company
in  the  future  either  through an initial public offering, a reverse merger or
public  company  subsidiary  spin  out transaction; and (iii) the possibility of
exploring  certain  merger  and/or  acquisition  opportunities.

As  part  of  our  engagement,  we  will:

(a) undertake, in consultation with members of management, a comprehensive study
and analysis of the business, operations, financial condition and prospects of
the Company;

<PAGE>

Mr.  Paul  Roman
Chief  Executive  Officer
Colorado  Prime  Foods
April  15,  2005
Page 2 of 8

(b)  review with members of management the Company's financial plans and analyze
possible  strategic  plans  and  business  alternatives  for  the  Company;

(c) review the Company's current business plan and assist in the development and
finalization of a corporate growth strategy, including (i) the identification of
------------
potential  M&A targets (the "Target(s)"); and (ii) the development of a strategy
to  possibly take the company public in the future (collectively, the "Corporate
Strategy");

(d) make a formal presentation to you of our analysis and recommendations within
thirty  (30)  days of the receipt of all necessary information from the Company;

(e)  prepare  a Confidential Memorandum that incorporates the Corporate Strategy
for  presentation  to  potential  capital  sources  (collectively, the "Crusader
Material")  (collectively  "a"  through  "e"  are  referred  to  as  "Phase I");

(f) approach potential Targets on behalf of the Company and then (i) structure a
potential  transaction(s)  with identified Targets; (ii) manage on behalf of the
Company  the  entire  transaction  including  the  due  diligence  process,  the
                                                        ---------
documentation  of  the  transaction,  and  the  closing  process.

(g)  introduce  the  Company  to  certain  capital  sources,  including possible
financial and strategic investors and/or lenders, for the purpose of funding the
Corporate  Strategy and to provide a copy of the Confidential Memorandum to same
(collectively  "f"  and  "g"  are  referred  to as "Phase II"). Any such capital
source that is either (i) introduced to the Company by Crusader; (ii) approaches
the  Company  during  the  term  of  this engagement; (iii) is approached by the
Company  during  the  term  of  this  engagement;  (iii)  receives  the Crusader
Material,  whether from Crusader, the Company or otherwise; and/or (iv) provides
capital  to the Company during the term of this engagement, shall be referred to
as  a  "Crusader  Investor".

     In connection with Crusader's engagement, the Company will furnish Crusader
with  all  information  concerning  the  Company  that Crusader reasonably deems
appropriate  and  will  provide  Crusader with access to the Company's officers,
directors,  employees,  accountants,  counsel  and  other  representatives
(respectively,  the  "Representatives"),  it being understood that Crusader will
rely  solely upon such information supplied by the Company, and their respective
Representatives,  without  assuming  any  responsibility  for  independent
investigation or verification thereof. All non-public information concerning the
Company  that  is  given  to  Crusader  will be used solely in the course of the
performance  of  our  services  hereunder  and will be treated confidentially by
Crusader  for  so long as it remains non-public. Except as otherwise required by
law  or  judicial  or  regulatory  process,  Crusader  will  not  disclose  this
information  to  a  third  party  without the Company's consent. Consistent with
Crusader's due diligence policies and procedures, Crusader will conduct a formal
background  check  on  each  key  principal  of  the  Company.

     As  compensation for our services during Phase I, you agree to pay Crusader
a  non-refundable,  engagement  fee equal to $50,000.00 (the "Corporate Advisory
Fee"),  fully  earned  and  payable  upon execution of this letter agreement. In
addition  to  the  Corporate  Advisory

<PAGE>

Mr.  Paul  Roman
Chief  Executive  Officer
Colorado  Prime  Foods
April  15,  2005
Page 3 of 8

Fee,  you  shall pay Crusader a Capital Placement Fee, a Public Transaction Fee,
and/or  the  M&A  Fee,  as  all  are  hereinafter  defined.

     During  Phase  II,  the  Company  will  seek  certain amounts of capital to
finance  and/or  refinance  the  Corporate  Strategy and you are requesting that
Crusader  introduce and advise the Company in obtaining the Requisite Capital on
a  best efforts basis. The Company hereby grants Crusader the exclusive right to
represent  the  Company  on  such  a  transaction(s).  As  compensation for this
service,  Crusader will be paid a fee at each closing as follows: (i) for common
equity,  preferred  equity, convertible debentures, warrants, and/or options, if
and  when  exercised,  a fee equal to 8.0% of such amount, whether from a public
(i.e.  initial  public  offering) and/or private source (the "Equity Fee"); (ii)
for  mezzanine  and/or subordinate financing, a fee equal to 6.0% of such amount
(the  "Mezzanine  Fee")  and/or  (iii) for senior debt financing, a fee equal to
1.0%  of  such  amount  (the  "Debt  Fee")  [collectively,  the  Equity Fee, the
Mezzanine Fee, and the Debt Fee are referred to as the "Capital Placement Fee"].
The  Capital  Placement Fee shall also apply with regard to any capital provided
by  a  Target(s)  including,  but  not necessarily limited to, seller financing,
Target  debt,  a  retained  equity  interest either in the form of common and/or
preferred  stock, and/or a subordinated equity interest in the Seller or Target.

     In  the  event  Crusader  approaches  an  investor  included on the list of
investors attached hereto as Exhibit 'A' (the "Petsky List"), which according to
the  Company  were  previously identified by Petsky Prunier, LLC ("Petsky"), and
Crusader also provides the Crusader Material to that investor on the Petsky List
(the  "Petsky  Investor"), and that Petsky Investor then provides capital to the
Company within the time frames indicated in the table below, then, in such event
and  only  in  such  event,  and  only  for  the first investment in the Company
following the date of this letter agreement, whether such first investment is in
the  form  of  equity,  mezzanine/subordinate  and/or debt financing (the "First
Investment"),  and  only  if  such First Investment is from the Petsky Investor,
then  Crusader  shall pay a finder's fee to Petsky calculated as a percentage of
the  Capital Placement fee that Crusader receives from the Company for the First
Investment,  if  from  a  Petsky  Investor,  for the specific tranche of capital
provided  by  the  Petsky Investor (i.e. equity, mezzanine/subordinate, or debt)
which  percentage  shall  be  determined  based  on  which  category  the Petsky
Investors  falls  (i.e.  A,  B  or  C)  (the  "Finder's  Fee")  as  follows:

Of  the  Date  of  this  Letter  Agreement     A        B      C
------------------------------------------   ------  ------  ------
Within  6  Months                            15.00%   0.00%   7.50%
Between  6  Months  and  12  Months           7.50%   0.00%   3.75%
After  12  months                             0.00%   0.00%   0.00%

     For  example,  if  a  Petsky Investor makes the First Investment within the
stipulated timeframes in the table above and then a Petsky Investor, whether the
same  Petsky  Investor  or  not,  makes  a subsequent investment in the Company,
whether  within  or  outside  the stipulated timeframes in the table above, then
Petsky  would  only  receive  the  Finder's  Fee  for

<PAGE>

Mr.  Paul  Roman
Chief  Executive  Officer
Colorado  Prime  Foods
April  15,  2005
Page 4 of 8


the  First  Investment.  If  another  investor, not a Petsky Investor, makes the
First  Investment  and  then  a  Petsky  Investor makes a subsequent investment,
whether  within  or  outside  the stipulated timeframes in the table above, then
Petsky  would  not  receive  the  Finder's  Fee for the subsequent investment(s)
regardless  of  when that investment(s) was made by the Petsky Investor. Nothing
herein  shall be construed or interpreted to entitle Petsky to receive any other
fees  or  compensation  whatsoever  as  may  be  otherwise  provided for herein.
Furthermore,  the  Company  hereby  acknowledges  that  it  has  terminated  its
engagement  with  Petsky  and that Petsky is therefore not authorized to contact
any  investor  on behalf of the Company, whether a Petsky Investor or otherwise,
and  the  Company  has  informed  Petsky  that Crusader, pursuant to this letter
agreement,  has been granted the exclusive right to represent the Company on all
investment  banking  matters,  including among other things, all capital raising
initiatives.  Furthermore,  if it is subsequently determined that Petsky had not
in fact contacted an investor categorized in 'A' or 'C' on the Petsky List, then
any  such  investor  shall  be  re-categorized  as  'B'.

     If  the  Company  elects to pursue a strategy of possibly becoming a public
company  via  (i) a reverse merger into a non-operating, public shell entity; or
(ii)  a  public  company  subsidiary  spin  out  transaction  (the  "Public
Transaction"),  any  one  of  which  the  Company may pursue based on Crusader's
recommendations  during  Phase  I  of  this engagement. In the event the Company
elects to pursue a strategy to become a public company, Crusader shall the right
exclusively  advise  and structure such a transaction to take the Company public
(the  "Public  Services").  For  these  Public  Services,  the Company shall pay
Crusader  a  flat  fee  equal  to  $100,000.00  (the "Public Fee"). In addition,
Crusader shall receive a 7.5% equity interest in the public Company as evidenced
by  registered,  unrestricted  common  equity  shares (the "Public Shares"). The
Company  shall  pay  the  Public  Fee  and  issue  the Public Shares to Crusader
simultaneously  with  the  closing  of the Public Transaction (collectively, the
"Public  Fee" and the "Public Shares" are referred to as the "Public Transaction
Fee").

     In addition, you hereby grant Crusader the exclusive right to represent the
Company  in  any  and all M&A transaction(s), whether to acquire other companies
and/or  possibly  sell  the  Company, including the acquisition and/or merger of
private  or public companies. As compensation for performing these M&A services,
you agree to pay Crusader a percentage "M&A Fee", as hereinafter defined, at the
closing  of  the  each  merger  and/or  acquisition  as  follows:

                           Total Consideration     M&A

                               From         To           %
                            ----------  ----------    -------
                            $        0  $1,000,000     5.00%
                            $1,000,001  $2,000,000     4.25%
                            $2,000,001  $3,000,000     3.50%
                            $3,000,001  $4,000,000     2.75%
                            $4,000,001        >        2.00%

     The  M&A  Fee  shall  be calculated as (i) the percentage as outlined above
sequentially  and additively multiplied against each tranche of the value of the
total  consideration  for  the

<PAGE>

Mr.  Paul  Roman
Chief  Executive  Officer
Colorado  Prime  Foods
April  15,  2005
Page 5 of 8

Target  including,  but  not  necessarily  limited  to, any future or contingent
consideration  and/or  compensation to the Company and/or the seller(s) based on
any  earn-out  structure,  whether  contained  in  the purchase agreement and/or
employment  agreement(s), and/or any other form of consideration that is part of
the  overall transaction(collectively, the "Total Consideration"); plus (ii) two
                                                                   ----
percent  (2.0%)  of  the  value  of  the  Company's  stock  issued,  if  any, as
consideration  by the Company to the Target (collectively, I and ii are referred
to  as  the "M&A Fee"). Notwithstanding the foregoing two paragraphs relating to
the  M&A Fee, the Company shall be able to close two (2) M&A transactions during
the  first  twelve  (12)  months  from the date of this letter agreement without
having to pay Crusader the M&A Fee for those two (2) transactions (the "Excluded
M&A  Transactions")  so  long  as  (i)  the  total consideration for each of the
Excluded  M&A  Transactions  is less than $1.0 million per transaction; (ii) the
Company  does  not  request  that  Crusader  work  on either of the Excluded M&A
Transactions; and (iii) the target companies of the Excluded M&A Transactions do
not  receive  the  Crusader  Material.

     In  addition, the Company agrees to periodically reimburse Crusader for all
out-of--pocket  expenses  resulting  from  or  arising  out  of this engagement.
Simultaneously with the execution of this letter, the Company shall deposit with
Crusader  $2,500.00  as an advance against such expenses (the "Expense Deposit")
and  Crusader  will  provide  the  Company with a reconciliation of all expenses
incurred  on  behalf  of  the  Company pursuant to this letter agreement no less
frequently  than on a quarterly basis. Furthermore, Crusader shall not incur any
expense on behalf of the Company in excess of $500.00 without the prior approval
of  the  Company.  The  Company shall periodically deposit such additional funds
with  Crusader  as are required to maintain the Expense Deposit at not less than
$1,000.00.

All  fees  and  expenses payable hereunder are net of all applicable withholding
and  similar  taxes  such that Crusader shall be paid the full amount of any and
all  fees  contemplated  herein, without any offset and/or withholdings. Any and
all  amounts  payable  herein  shall  be  fully  earned and paid in cash in U.S.
currency  via  wire  transfer  to  Crusader  on  each  closing  day.

No advice rendered by Crusader, whether formal or informal, may be disclosed, in
whole or in part, or summarized, excerpted from or otherwise referred to without
our  prior  written consent. In addition, Crusader may not be otherwise referred
to  without  our  prior  written  consent. If requested by Crusader, the Company
shall  include  a mutually acceptable reference to Crusader in any press release
or other public announcement made by the Company regarding the matters described
in  this  letter.  Furthermore,  the Company hereby grants Crusader the right to
make  a  press  release  or  other public announcement after the closing of each
transaction referencing the Company and evidencing Crusader's involvement in any
such  transaction  involving  the  Company.

     Since  Crusader  will be acting on behalf of the Company in connection with
its  engagement hereunder and relying solely on information provided by you, the
Company  and  the  Representatives agree to indemnify and hold Crusader harmless
from  all  cost,  loss,

<PAGE>

Mr.  Paul  Roman
Chief  Executive  Officer
Colorado  Prime  Foods
April  15,  2005
Page 6 of 8


damages, and/or liability resulting from its engagement hereunder (the "Crusader
Indemnity").

     Crusader's  engagement  hereunder  may  be  terminated  at  any time by the
Company  or  by  Crusader,  with  or without cause, upon thirty (30) days' prior
written  notice  thereof  by facsimile, overnight mail, or hand delivery, to the
other party, with such thirtieth (30th) day after the written termination notice
referred  to  as  the  "Termination  Date",  provided,  however, no such written
termination  notice  may  be delivered by the Company to Crusader during the six
(6)  month  period  from and after the date of this letter agreement and, if and
when  terminated by either party thereafter, such a termination shall not affect
the  Company's  obligation  to pay (i) the Capital Placement Fee for a period of
two  (2) years from the Termination Date for any transaction completed after the
Termination  Date  related  or  unrelated  to  the  Corporate Strategy, with any
Crusader  Investor who ultimately provides the Company with either the Requisite
Capital  or  any other additional capital; (ii) the Public Transaction Fee for a
period  of  one  (1) year from the Termination Date relating to any strategy for
the Company to become a public company developed by Crusader and proposed to the
Company  during  the  term of this engagement; (iii) the M&A Fee for a period of
two (2) years from the Termination Date relating to any Target identified and/or
introduced  to  the Company by Crusader during the term of this engagement; (iv)
other  fees  and  expenses  as  provided  for  herein;  and/or  (v) the Crusader
Indemnity.

Any  provision  of this letter agreement which is prohibited or unenforceable in
any  jurisdiction  shall,  as  to  such jurisdiction, only be ineffective to the
extent  of  such  prohibition or unenforceability without invalidating any other
provision  of  this letter agreement. Any controversy or claim arising out of or
relating  to  this  letter  agreement or the breach thereof shall be resolved by
binding arbitration, in accordance with the rules of regulations of the American
Arbitration Association as these rules may be amended. Such rules and procedures
are  incorporated  herein and made a part of this letter agreement by reference.
The  parties agree that they will abide by and perform any award rendered in any
such  arbitration  and  than  any  court  having  jurisdiction may issue a final
judgment  based  upon  any  such  award.

     This  letter  agreement  may  be  executed  by  the  parties to this letter
agreement on separate counterparts and said counterparts taken together shall be
deemed to constitute one and the same document. A party may validly deliver such
executed  counterpart  of this letter agreement to the other party by facsimile,
regular  or  overnight  mail,  or  hand  delivery. The provisions of this letter
agreement  shall  be  binding upon and shall inure to the benefit of the parties
hereto  and  their  respective  heirs  and legal representatives, successors and
assigns. Furthermore, in the event that Crusader must initiate an action for the
collection  of  any  amount  due  hereunder,  Crusader  shall be entitled to the
recovery  of  all  of  its  costs, losses, fees (including contingency fees) and
expenses  associated  with the collection of such amounts. In addition, Crusader
shall  be  entitled  to  charge  interest  on  any  amounts owed to Crusader not
collected  at the closing of a transaction equal to the lesser of 2% percent per
month  or  the maximum amount allowed under New York State statutory usury laws.
Any  waiver  by  Crusader  to  collect  any amounts when due hereunder shall not
constitute  a  waiver

<PAGE>

Mr.  Paul  Roman
Chief  Executive  Officer
Colorado  Prime  Foods
April  15,  2005
Page 7 of 8

by Crusader of any of its rights to pursue the collection of any such amounts at
its  subsequent  election.

     In  connection  with  this engagement, Crusader is acting as an independent
contractor  and  not  in  any  other  capacity,  with duties owing solely to the
Company.  All  aspects  of  the  relationship created by this agreement shall be
governed  by and construed in accordance with the laws of the State of New York,
applicable to contracts made and to be performed therein. This letter supersedes
and  replaces any and all writings, agreements and/or understandings between the
parties  and may be only be modified in writing executed by both parties hereto.
We are pleased to accept this engagement and look forward to working with you on
this  assignment.  Please  confirm that the foregoing is in accordance with your
understanding  by  signing  and  returning  to us the enclosed duplicate of this
engagement  letter  agreement.

Very  truly  yours,

CRUSADER  SECURITIES,  LLC
   By:  /s/Blair  A.  West
        ------------------
 Name:  Blair  A.  West
Title:  Managing  Director

Accepted  and agreed to as of the date first written above:

COLORADO PRIME FOODS

 By: Paul A. Roman
Its: President and CEO

<PAGE>

                                   Exhibit A

             A
Bedford  Capital  Corporation
Circle  Peak  Capital Management, LLC
Lake Capital Management, LLC
Craig Capital Corporation
Mercantile  Capital  Partners,  LLC
Post  Capital  Partners,  LLC
Cooking.com
Nicolas  Rachline
Schwan  Food  Company

             B

Jefferson  Capital  Partners,  Ltd.
Bolder  Capital,  LLC
Freeman  Spogli  &  Company,  Inc.
Alex  Lee,  Inc.
Crown  Capital  Group
Dorset  Capital  Management,  LLC
eDiets.com,  Inc.
Wine.com,  Inc.
AtHome  America,  Inc.
Atkins Nutritionals, inc.
Dean & DeLuca, Inc.
Dr. Leonard's Healthcare Corp.
GroceryWorks.com, Inc
Home Shopping Network, Inc.
Jenny  Craig,  Inc.
Rodale,  Inc.
Satlton,  Inc.
Smithfield  Foods,  Inc.
Swift  &  Company
Tastefully  Simple, Inc.
Tyson Fresh Meats, Inc.
U.S. Premium Beef  Ltd.
Weight  Watchers  Intl.
Williams  Foods,  Inc.
Wisconsin Cheeseman

            C

Alpine  Investors,  LP
Bear  Creek  Corporation
Bear  Stearns  Merchant  Banking
Sutton Place Group, LLC
Brynwood Partners L.P.
Capital  Resource  Partners
Castanea  Partners,  Inc.
Cross Country Group, LLC
Crosstown  Traders, Inc.
First Atlantic Capital, Ltd.
Hunt Private Equity Group, Inc.
Jupiter  Partners,  LLC
Marketing  Investors  Corporation
PAS Associates
Linsalata Capital Parners, Inc.
Paul  S.  Pickard
Summit  Partners
Sun  Capital  Partners,  Inc.
Thoma Cressey Equity Partners, Inc.
Webster  Capital  Winston  Partners
American  Capital  Strategies,  Ltd.
Prairie Capital L.P.
Private Equity Capital
Riverside  Company
SKM  Growth  Investors
Svoboda,  Collins,  LLC
Swander Pace Capital
Fresh  Direct,  Inc.
Cornerstone  Brands, Inc.
1-800-Flowers.com, Inc.
Allstar  Marketing  Group,  LLC
Fingerhut  Direct  Marketing, Inc.
Guthy-Renker Corporation
Hickory  Farms,  Inc.
Market  Day Corporation
Neiman Marcus Direct
Omaha  Steaks International, Inc.
Pampered Chef, Ltd.
Potpourri Group, Inc.
QVC, Inc.
Reader's  Digest  Association,  Inc.
Swiss  Colony
Taylor  Corporation
Alticor  Inc.
Cargill,  Inc.
M  &  S  Fine  Foods,  Inc.
Oreck  Corporation
Wornick  Company

<PAGE>

     Addendum  ("Addendum"),  dated  July  14,  2006,  to "Advisory Engagement"
agreement  (the  "Engagement Agreement"), dated April 15, 2005, between Crusader
Securities,  LLC  ("Crusader")  and  Colorado  Prime  Foods  (New Colorado Prime
Holdings,  Inc.)  (the  "Company").

     WHEREAS,  the  Company  is proposing to effectuate a reverse merger with an
OTC  Bulletin  Board  Company,  SimplaGene  USA,  Inc.  ("SimplaGene").

     WHEREAS, the Company is also proposing to effectuate a $2,500,000 financing
with  Dutchess  Private Equities Fund, LP and Dutchess Private Equities Fund II,
LP  (together,  "Dutchess");  and

     WHEREAS,  in  order to amend and clarify specific aspects of the Engagement
Agreement,  and  in  order  to  effectuate the transactions described above, the
parties  have  determined  to  agree  to  the  following:

     1.     In  addition  to  the  other  cash fees provided for in the Advisory
Engagement  to  be  paid  to  Crusader  at  the  closing  of  the  transactions
contemplated  hereby,  Crusader  will also be issued 7.5% of the common stock of
SimplaGene  (the  "Crusader  Shares"),  excluding the securities to be issued to
Dutchess,  at  the  closing  of  the  reverse  acquisition  (e.g.  2,250,000  of
30,000,000  shares).  Upon receipt of the Crusader Shares, Crusader will then be
responsible  for  the transfer of common stock of SimplaGene out of the Crusader
Shares  equal  to  1.5%  of  the  common  stock  of  SimplaGene (e.g. 450,000 of
30,000,000  shares) owed to J. Michael Valo via 21st Century Associates, LLC, as
provided  for  in  the  letter  of intent between the Company and SimplaGene, in
connection  with  the  transactions  described  above.

     2.     In  lieu  of  issuing  registered,  unrestricted  common  equity  of
SimplaGene  to  Crusader  as required by the Engagement Agreement, and which the
Company will not be capable of doing, Crusader and SimplaGene shall enter into a
Registration  Rights  Agreement,  at the closing, in the form attached hereto as
Exhibit  A.

Colorado  Prime  Foods                              Crusader  Securities,  LLC
New  Colorado  Prime  Holdings,  Inc.


By  /s/ Paul  A.  Roman                             By  /s/Blair  A. West
    -------------------                                 -----------------
Name:  Paul  A.  Roman                            Name:  Blair  A. West
Title:  Chief  Executive  Officer                Title: Managing  Director