Exhibit
2.12 NONCOMPETITION
AGREEMENT This
Noncompetition Agreement (this Agreement) is made and entered into as
of the ____ day of August, 2007 (the Commencement Date) by and between
by Artisanal Cheese, LLC, a New York limited liability company (the Company),
and Terrance Brennan (Member). W I T N E S S E T
H: WHEREAS,
this Agreement is entered into in connection with that certain Membership
Interest Purchase Agreement dated as of the date hereof (the Purchase
Agreement) by and among the Company, the members of the Company, being
Member and Marvin Numeroff, and AHF Acquisition Corporation, a New York
corporation. WHEREAS,
prior to the consummation of the transactions contemplated by the Purchase
Agreement (the Subject Transactions), Member owned 50% of the
membership interests of the Company and was an officer of, and employed by, the
Company, and will benefit from the Subject Transactions; WHEREAS,
the Company is engaged in the business of wholesaling and distributing
(including sales to retail establishments) premium cheese, providing
educational cheese classes, and selling premium cheese through the internet and
print catalogs (the Restricted Activities); and WHEREAS,
at the closing of the Subject Transactions, Member will enter into a consulting
agreement (the Consulting Agreement) with the Company. NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the Company and Member agree as follows: 1.          Definitions.
Capitalized terms not expressly defined in this Agreement shall have the
meanings ascribed to them in the Purchase Agreement. 2.          Acknowledgments
by Member. Member understands, acknowledges and agrees that: (a)     Member
has occupied a position of trust and confidence with the Company prior to the
Commencement Date. Member acknowledges and agrees that during his employment
with the Company prior to the Subject Transactions and in his position as a
consultant to the Company from and after the Subject Transactions, the Company
has disclosed, and the Company will continue to disclose, to him, the
confidential affairs and proprietary information of the Company, which is
developed by, owned by and belongs to the Company, including, without
limitation, the following information (collectively, the Confidential
Information): any data or information of the Company (including
information of the Company or its affiliates) regarding the Business which is
valuable to the Company and not generally   known to competitors of the Company. For purposes of
this Agreement, the term Confidential Information does not include
information that Member can show by competent proof: (i) was generally known to
the public at the time the Company disclosed the information to Member; (ii)
became generally known to the public after disclosure to the Member through no
act or omission of Member; or (iii) was disclosed to Member by a third party
having a bona fide right both to possess the information and to disclose the
information to Member.

(b)     The
Company is, and from and after the Closing Date the Company will be, engaged in
the Restricted Activities;

(c)     The
products and services of the Company are marketed, provided and sold to
customers of the Company throughout the world (the Restricted Area);
and

(d)     The
Company has a legitimate interest in protecting the confidentiality of the
Companys Confidential Information.

3.          Consideration.
Member is a member of the Company and will receive a substantial financial
benefit from the Subject Transactions through his prior ownership of the Company,
as well as his engagement by the Company as a consultant after the closing of
the Subject Transactions and certain fees paid to Member in connection
therewith as set forth in the Purchase Agreement.

4.          Confidential
Information. Member acknowledges and agrees that all Confidential
Information known or obtained by Member, whether before or after the date
hereof, is the property of the Company. Further, Member agrees:

(a)     To
keep secret all Confidential Information, and not to disclose the Confidential
Information to anyone outside of the Company or otherwise use the Confidential
Information for his own benefit or for the benefit of any third party, whether
Member has such information in his memory or embodied in writing or other
physical form, except with the Companys prior written consent or in
furtherance of the Business; and

(b)     To
deliver promptly to the Company at any time the Company may request all
Confidential Information which he may then possess or have under his control.

The
foregoing confidentiality obligations shall not apply to information that
Member is compelled to disclose by judicial or administrative process, provided
that Member shall provide written notice to the Company prior to producing such
information, which notice shall be given as soon as practicable so that the
Company may seek a protective order or other appropriate remedy.

Member
agrees that the confidentiality obligations hereunder shall commence on the
Commencement Date and shall survive and continue in effect during the
Restriction Period (defined below).

5.          Non-Competition;
Nonsolicitation. As an inducement for the Company to enter into the
Purchase Agreement and the Consulting Agreement, and for the Company to fulfill
its respective obligations thereunder, Member agrees that:

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(a)     Non-Competition.
Restriction Period as used herein means the period ending five (5) years from
the Commencement Date. During the Restriction Period, Member shall not,
directly or indirectly (whether for compensation or otherwise), alone or as
officer, director, member, partner, associate, agent or principal, engage or
invest in, own, manage, operate, finance or control, any person that is engaged
or plans to engage in any of the Restricted Activities in any portion of the
Restricted Area. The foregoing provisions shall not apply to: (i) investments
in shares of stock of a corporation traded on a national securities exchange or
on the national over-the-counter market which shall constitute less than one
percent (1%) of the outstanding shares of such stock of such corporation, or
(ii) the receipt of commissions or other compensation from internet sales made
indirectly by the SM Restaurants through a linking agreement or arrangement
with the Company.

(b)     Nonsolicitation
of Employees. During the period ending one (1) year from the Commencement
Date, Member shall not, directly or indirectly, either for himself or any other
person, solicit to leave his or her employment or engagement with the Company,
or employ or otherwise engage, or identify for the purpose of being recruited
for employment for any other person, any of the employees of the Company.
Thereafter, for the remainder of the Restriction Period, Member shall not,
directly or indirectly, either for himself or any other person, solicit to
leave his or her employment or engagement with the Company, or identify for the
purpose of being recruited for employment for any other person, any of the
employees of the Company. For purposes of this Section 5(b), the term
employees shall include any persons having such status with regard to the
Company at any time during the twelve (12) months preceding the event in
question.

(c)     Member
agrees that the covenants in this Section 5
are reasonable with respect to duration, geographical area and scope.

6.          Remedies.
If Member breaches any of the covenants set forth in Sections 4 and 5, the Company shall have the right and remedy
to seek a temporary restraining order or preliminary injunctive relief and to
have such provisions specifically enforced by any court having equity jurisdiction.
Member specifically acknowledges and agrees that any breach of the provisions
of Sections 4 and 5 will cause
irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company. Such injunction shall be available without the
posting of any bond or other security.

If,
notwithstanding the stated and clear intent of the parties set forth in Sections 2, 4 and 5 above and their
acknowledgement of the appropriateness of restrictions with respect to the duration,
geography and activities set forth therein, any covenant contained in Sections 4 and 5 or any portion thereof is
hereafter construed to be invalid or unenforceable, the same shall not affect
the remainder of the covenant or covenants contained therein, which shall be
given full effect, without regard to the invalid portions, any court having
jurisdiction shall reform the covenant to the extent necessary to cause the
limitations contained therein as to time, geographical area and scope of
activity to be restrained to be reasonable and to impose a restraint that is
not greater than necessary to protect the goodwill and other business interest
of the Company and to enforce the covenant as reformed.

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7.          Successors
and Assigns. This Agreement shall be binding upon the Company and Member
and will inure to the benefit of, and be enforceable by, the Company and its
affiliates, successors in interest and Member and Members assigns, heirs and
legal representatives.

8.          Remedies
Cumulative; Waiver. The rights and remedies of the parties to this
Agreement are cumulative and not alternative. Neither the failure nor any delay
by any party in exercising any right, power or privilege under this Agreement
will operate as a waiver of such right, power or privilege, and no single or
partial exercise of any such right, power or privilege will preclude any other
or further exercise of such right, power or privilege or the exercise of any
other right, power or privilege. To the maximum extent permitted by applicable
law, (a) no claim or right arising out of this Agreement can be discharged by
one party, in whole or in part, by a waiver or renunciation of the claim or
right unless in writing signed by the other party; (b) no waiver that may be
given by a party will be applicable except to the specific instance for which
it is given; and (c) no notice to or demand on one party will be deemed to be a
waiver of any obligation of such party or of the right of the party giving such
notice or demand to take further action without notice or demand as provided in
this Agreement.

9.          Governing
Law. This Agreement will be governed by the laws of the State of New York
without regard to conflicts of laws principles. All parties hereby submit to
the personal and subject matter jurisdiction and venue of the state and federal
courts located in the County of New York, State of New York.

10.        Section
Headings; Construction; References. The headings of sections in this Agreement
are provided for convenience only and will not affect its construction or
interpretation. All references to Section or Sections refer to the
corresponding Section or Sections of this Agreement unless otherwise specified.
All words used in this Agreement will be construed to be of such gender or
number as the circumstances require. Unless otherwise expressly provided, the
word including does not limit the preceding words or terms.

11.        Notices.
All notices, consents, waivers and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

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If to the Company, to:

Artisanal Cheese, LLC42 Forest LaneBronxville, New York 10708Attn: Daniel W. Dowe, Esq.Telephone No.: (914)-441-3591Telecopy No.: (914) 337-0846Email: ddowe@ix.netcom.comIf to Member, to:

Artisanal Cheese, LLC500 West 37th Street, Second FloorNew York, New York 10018Attn: Terrance BrennanTelephone No.: (212)-239-1200Telecopy No.: (212)-239-1417Email: tbrennan@artisanalcheese.com12.          Entire
Agreement. This Agreement constitutes the entire agreement between the
parties with respect to the subject matter hereof and thereof. This Agreement
may not be modified and amended except by a written agreement executed by all
parties hereto.

13.          Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed to be an original and all of which, taken together, shall constitute
one and the same instrument.

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IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement as of
the date first above written.

MEMBER:Printed Name: Terrance BrennanTHE
 COMPANY:ARTISANAL CHEESE, LLCBy:Name: Daniel W. Dowe6