Exhibit
4.9*

Registration Rights Agreement REGISTRATION RIGHTS AGREEMENT This
Registration Rights Agreement (this Agreement) is made and entered
into as of August ___, 2007, between American Home Food Products, Inc. a New
York corporation (the Company) and each of the several purchasers
signatory hereto (each such purchaser, a Purchaser and, collectively,
the Purchasers). This
Agreement is made pursuant to the Stock Subscription and Investment
Representation Agreement between the Company and each Purchaser (the Purchase
Agreement) pursuant to the Companys offer to sell shares of Series A
Redeemable Convertible Preferred Stock. The
Company and each Purchaser hereby agrees as follows: 1.          Definitions Capitalized
terms used and not otherwise defined herein that are defined in the Purchase
Agreement shall have the meanings given such terms in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following
meanings: Advice
  shall have the meaning set forth in Section 6(d).Effectiveness
  Date means, with respect to the Initial Registration Statement required
  to be filed hereunder, the 150th calendar day following the date
  hereof or, in the event of a full review by the Commission, the 195th
  calendar day following the date hereof) and with respect to any additional
  Registration Statements which may be required pursuant to Section 3(c), the
  60th calendar day following the date on which an additional
  Registration Statement is required to be filed hereunder; provided, however,
  that in the event the Company is notified by the Commission that one or more
  of the above Registration Statements will not be reviewed or is no longer
  subject to further review and comments, the Effectiveness Date as to such
  Registration Statement shall be the fifth Trading Day following the date on
  which the Company is so notified if such date precedes the dates otherwise
  required above.Effectiveness
  Period shall have the meaning set forth in Section 2(a).Event
  shall have the meaning set forth in Section 2(b).Event
  Date shall have the meaning set forth in Section 2(b).    Filing
  Date means, with respect to the Initial Registration Statement required
  hereunder, the 75th calendar day following the date hereof and,
  with respect to any additional Registration Statements which may be required
  pursuant to Section 3(c), the earliest practical date on which the Company is
  permitted by SEC Guidance to file such additional Registration Statement
  related to the Registrable Securities.Holder
  or Holders means the holder or holders, as the case may be, from time
  to time of Registrable Securities.Indemnified
  Party shall have the meaning set forth in Section 5(c).Indemnifying
  Party shall have the meaning set forth in Section 5(c).Initial
  Registration Statement means the initial Registration Statement filed
  pursuant to this Agreement.Initial
  Shares means a number of shares of Common Stock equal to one-third of
  the number of shares of Common Stock issued and outstanding and held by
  non-affiliates of the Company immediately prior to the filing date of the
  Initial Registration Statement.Losses
  shall have the meaning set forth in Section 5(a).Plan
  of Distribution shall have the meaning set forth in Section 2(a).Prospectus
  means the prospectus included in a Registration Statement (including, without
  limitation, a prospectus that includes any information previously omitted
  from a prospectus filed as part of an effective registration statement in reliance
  upon Rule 430A promulgated by the Commission pursuant to the Securities Act),
  as amended or supplemented by any prospectus supplement, with respect to the
  terms of the offering of any portion of the Registrable Securities covered by
  a Registration Statement, and all other amendments and supplements to the
  Prospectus, including post-effective amendments, and all material
  incorporated by reference or deemed to be incorporated by reference in such
  Prospectus.Registrable
  Securities means (i) all shares of Common Stock issuable upon conversion
  in full of the Series A Redeemable Convertible Preferred Stock (assuming on
  the date of determination the Series A Preferred Shares are converted in full
  without regard to any conversion limitations therein, (ii) all shares of
  Common Stock issuable as debtholders of the Company that elected to receive
  shares of Common Stock in partial or full satisfaction of certain
  indebtedness by the Company to the lender prior to the closing of the sale of
  Series A Preferred Shares, (iii) any additional shares of Common Stock
  issuable in connection with any anti-dilution provisions in the Series A
  Preferred Stockoffering and
  (iv) any securities issued or issuable upon any stock split, dividend or
  other distribution, recapitalization or similar event with respect to the
  foregoing.Registration
  Statement means the registration statement required to be filed
  hereunder and any additional registration statements contemplated by Section
  3(c), including (in each case) the Prospectus, amendments and supplements to
  such registration statement or Prospectus, including pre- and post-effective
  amendments, all exhibits thereto, and all material incorporated by reference
  or deemed to be incorporated by reference in such registration statement.Rule
  415 means Rule 415 promulgated by the Commission pursuant to the
  Securities Act, as such Rule may be amended or interpreted from time to time,
  or any similar rule or regulation hereafter adopted by the Commission having
  substantially the same purpose and effect as such Rule.Rule
  424 means Rule 424 promulgated by the Commission pursuant to the
  Securities Act, as such Rule may be amended or interpreted from time to time,
  or any similar rule or regulation hereafter adopted by the Commission having
  substantially the same purpose and effect as such Rule.Selling
  Shareholder Questionnaire shall have the meaning set forth in Section
  3(a).SEC
  Guidance means (i) any publicly-available written or oral guidance,
  comments, requirements or requests of the Commission staff and (ii) the
  Securities Act.2.        Shelf
  Registration(a)          On
  or prior to each Filing Date, the Company shall prepare and file with the
  Commission a Registration Statement covering the resale of all or such
  portion of the Registrable Securities as permitted by SEC Guidance (provided
  that the Company shall use diligent efforts to advocate with the Commission for
  the registration of all of the Registrable Securities in accordance with the
  SEC Guidance, including without limitation, the Manual of Publicly Available
  Telephone Interpretations D.29) that are not then registered on an effective
  Registration Statement for an offering to be made on a continuous basis
  pursuant to Rule 415. The Registration Statement shall be on Form SB-2
  (except if the Company is not then eligible to register for resale the
  Registrable Securities on Form SB-2, in which case such registration shall be
  on another appropriate form in accordance herewith) and shall contain (unless
  otherwise directed by at least an 85% majority in interest of the Holders)
  substantially the Plan of Distribution attached hereto as Annex A.
  Subject to the terms of this Agreement, the Company shall use its best
  efforts to cause a Registration Statement to be declared effective under the
  Securities Act as promptly as possible after the filing thereof,but in any
  event prior to the applicable Effectiveness Date, and shall use its best
  efforts to keep such Registration Statement continuously effective under the
  Securities Act until all Registrable Securities covered by such Registration
  Statement have been sold, or may be sold without volume restrictions pursuant
  to Rule 144(k), as determined by the counsel to the Company pursuant to a
  written opinion letter to such effect, addressed and acceptable to the
  Companys transfer agent and the affected Holders (the Effectiveness
  Period). The Company shall telephonically request effectiveness of a
  Registration Statement as of 5:00 p.m. New York City time on a Trading Day.
  The Company shall immediately notify the Holders via facsimile or by e-mail
  delivery of a .pdf format data file of the effectiveness of a Registration
  Statement on the same Trading Day that the Company telephonically confirms
  effectiveness with the Commission, which shall be the date requested for
  effectiveness of a Registration Statement. The Company shall, by 9:30 a.m.
  New York City time on the Trading Day after the Effective Date, file a final
  Prospectus with the Commission as required by Rule 424. Notwithstanding any
  other provision of this Agreement and subject to the payment of liquidated
  damages in Section 2(b), if any SEC Guidance sets forth a limitation on the
  number of Registrable Securities permitted to be registered on a particular
  Registration Statement (and notwithstanding that the Company used diligent
  efforts to advocate with the Commission for the registration of all or a
  greater number of Registrable Securities), unless otherwise directed in
  writing by a Holder as to its Registrable Securities, the number of
  Registrable Securities to be registered on such Registration Statement will
  first be reduced by Registrable Securities represented by Warrant Shares
  (applied, in the case that some Warrant Shares may be registered, to the
  Holders on a pro rata basis based on the total number of unregistered Warrant
  Shares held by such Holders), and second by Registrable Securities
  represented by [Conversion Shares (applied, in the case that some Conversion
  Shares may be registered, to the Holders on a pro rata basis based on the
  total number of unregistered Conversion Shares held by such Holders).(b)          If:
  (i) the Initial Registration Statement is not filed on or prior to its Filing
  Date, or (ii) the Company fails to file with the Commission a request for
  acceleration of a Registration Statement in accordance with Rule 461
  promulgated by the Commission pursuant to the Securities Act, within five
  Trading Days of the date that the Company is notified (orally or in writing,
  whichever is earlier) by the Commission that such Registration Statement will
  not be reviewed or will not be subject to further review, or (iii) prior to
  the effective date of a Registration Statement, the Company fails to file a
  pre-effective amendment and otherwise respond in writing to comments made by
  the Commission in respect of such Registration Statement within 10 Trading
  Days after the receipt of comments by or notice from the Commission that such
  amendment is required in order for such Registration Statement to be declared
  effective, or (iv) all of the Registrable Securities are not registered for
  resale pursuant to one or more effective Registration Statements on or before
  one year from the date of this agreement, or (v) after the effective date of
  a Registration Statement, such RegistrationStatement
ceases for any reason to remain continuously effective as to all Registrable
Securities included in such Registration Statement, (any such failure or
breach being referred to as an Event,
and for purposes of clauses (i) to (v) the date on which such Event occurs,
then, in addition to any other rights the Holders may have hereunder or under
applicable law, until the applicable Event is cured, the Company shall pay to
each Holder an amount in shares of common stock, as partial liquidated
damages and not as a penalty, equal to two percent (2%) of the shares of
Common Stock that each Holder shall own (outright or post-conversion
whichever the case may be) if and when the Registration Statement shall be
deemed effective.3.
Registration
Procedures.In
  connection with the Companys registration obligations hereunder, the Company
  shall:(a)          Not
  less than 5 Trading Days prior to the filing of each Registration Statement
  and not less than one Trading Day prior to the filing of any related
  Prospectus or any amendment or supplement thereto (including any document
  that would be incorporated or deemed to be incorporated therein by
  reference), the Company shall (i) furnish to each Holder copies of all such
  documents proposed to be filed, which documents (other than those
  incorporated or deemed to be incorporated by reference) will be subject to
  the review of such Holders and (ii) cause its officers and directors, counsel
  and independent certified public accountants to respond to such inquiries as
  shall be necessary, in the reasonable opinion of respective counsel to each
  Holder, to conduct a reasonable investigation within the meaning of the
  Securities Act. The Company shall not file a Registration Statement or any
  such Prospectus or any amendments or supplements thereto to which the Holders
  of a majority of the Registrable Securities shall reasonably object in good
  faith, provided that the Company is notified of such objection in writing no
  later than 5 Trading Days after the Holders have been so furnished copies of
  a Registration Statement or 1 Trading Day after the Holders have been so
  furnished copies of any related Prospectus or amendments or supplements
  thereto.(b)          (i)
  Prepare and file with the Commission such amendments, including
  post-effective amendments, to a Registration Statement and the Prospectus
  used in connection therewith as may be necessary to keep a Registration
  Statement continuously effective as to the applicable Registrable Securities
  for the Effectiveness Period and prepare and file with the Commission such
  additional Registration Statements in order to register for resale under the
  Securities Act all of the Registrable Securities; (ii) cause the related
  Prospectus to be amended or supplemented by any required Prospectus
  supplement (subject to the terms of this Agreement), and, as so supplemented
  or amended, to be filed pursuant to Rule 424; (iii) respond as promptly as
  reasonably possible to any comments received from the Commission with respect
  to a Registration Statementor any
  amendment thereto and provide as promptly as reasonably possible to the
  Holders true and complete copies of all correspondence from and to the
  Commission relating to a Registration Statement (provided that the Company
  may excise any information contained therein which would constitute material
  non-public information as to any Holder which has not executed a
  confidentiality agreement with the Company); and (iv) comply in all material
  respects with the provisions of the Securities Act and the Exchange Act with
  respect to the disposition of all Registrable Securities covered by a
  Registration Statement during the applicable period in accordance (subject to
  the terms of this Agreement) with the intended methods of disposition by the
  Holders thereof set forth in such Registration Statement as so amended or in
  such Prospectus as so supplemented.(c)          If
  during the Effectiveness Period, the number of Registrable Securities at any
  time exceeds 100% of the number of shares of Common Stock then registered in
  a Registration Statement, then the Company shall file as soon as reasonably
  practicable, but in any case prior to the applicable Filing Date, an
  additional Registration Statement covering the resale by the Holders of not
  less than the number of such Registrable Securities.(d)          Notify
  the Holders of Registrable Securities to be sold (which notice shall,
  pursuant to clauses (iii) through (vi) hereof, be accompanied by an
  instruction to suspend the use of the Prospectus until the requisite changes
  have been made) as promptly as reasonably possible (and, in the case of
  (i)(A) below, not less than one Trading Day prior to such filing) and (if
  requested by any such Person) confirm such notice in writing no later than
  one Trading Day following the day (i)(A) when a Prospectus or any Prospectus
  supplement or post-effective amendment to a Registration Statement is
  proposed to be filed; (B) when the Commission notifies the Company whether
  there will be a review of such Registration Statement and whenever the Commission
  comments in writing on such Registration Statement; and (C) with respect to a
  Registration Statement or any post-effective amendment, when the same has
  become effective; (ii) of any request by the Commission or any other federal
  or state governmental authority for amendments or supplements to a
  Registration Statement or Prospectus or for additional information; (iii) of
  the issuance by the Commission or any other federal or state governmental
  authority of any stop order suspending the effectiveness of a Registration
  Statement covering any or all of the Registrable Securities or the initiation
  of any Proceedings for that purpose; (iv) of the receipt by the Company of
  any notification with respect to the suspension of the qualification or
  exemption from qualification of any of the Registrable Securities for sale in
  any jurisdiction, or the initiation or threatening of any Proceeding for such
  purpose; (v) of the occurrence of any event or passage of time that makes the
  financial statements included in a Registration Statement ineligible for
  inclusion therein or any statement made in a Registration Statement or
  Prospectus or any document incorporated or deemed to be incorporated therein
  by reference untrue in any material respect or that requires any revisions to
  a Registration Statement,Prospectus
  or other documents so that, in the case of a Registration Statement or the
  Prospectus, as the case may be, it will not contain any untrue statement of a
  material fact or omit to state any material fact required to be stated
  therein or necessary to make the statements therein, in light of the
  circumstances under which they were made, not misleading; and (vi) of the
  occurrence or existence of any pending corporate development with respect to
  the Company that the Company believes may be material and that, in the
  determination of the Company, makes it not in the best interest of the
  Company to allow continued availability of a Registration Statement or
  Prospectus, provided that any and all of such information shall remain
  confidential to each Holder until such information otherwise becomes public,
  unless disclosure by a Holder is required by law; provided, further,
  that notwithstanding each Holders agreement to keep such information
  confidential, each such Holder makes no acknowledgement that any such
  information is material, non-public information.(e)     Use
  its best efforts to avoid the issuance of, or, if issued, obtain the
  withdrawal of (i) any order stopping or suspending the effectiveness of a
  Registration Statement, or (ii) any suspension of the qualification (or
  exemption from qualification) of any of the Registrable Securities for sale
  in any jurisdiction, at the earliest practicable moment.(f)     Furnish
  to each Holder, without charge, at least one conformed copy of each such
  Registration Statement and each amendment thereto, including financial
  statements and schedules, all documents incorporated or deemed to be
  incorporated therein by reference to the extent requested by such Person, and
  all exhibits to the extent requested by such Person (including those
  previously furnished or incorporated by reference) promptly after the filing
  of such documents with the Commission; provided, that any such item which is
  available on the EDGAR system need not be furnished in physical form.(g)     Subject
  to the terms of this Agreement, the Company hereby consents to the use of
  such Prospectus and each amendment or supplement thereto by each of the
  selling Holders in connection with the offering and sale of the Registrable
  Securities covered by such Prospectus and any amendment or supplement
  thereto, except after the giving of any notice pursuant to Section 3(d).(h)     The
  Company shall effect a filing with respect to the public offering
  contemplated by each Registration Statement (an Issuer Filing) with
  the National Association of Securities Dealers, Inc. (NASD)
  Corporate Financing Department pursuant to NASD Rule 2710 as described in
  proposed NASD Rule 2710(b)(10)(A)(i) within one Trading Day of the date that
  the Registration Statement is first filed with the Commission and pay the
  filing fee required by such Issuer Filing. The Company shall use commercially
  reasonable efforts to pursue the Issuer Filing until the NASD issues a letter
  confirming that it does not object to the terms of the offering contemplated
  by the Registration Statement as described in the Plan of Distribution
  attached hereto as Annex A. Acopy of the
  Issuer Filing and all related correspondence to or from the NASD with respect
  thereto shall be provided to FWS.(i)     Prior
  to any resale of Registrable Securities by a Holder, use its commercially
  reasonable efforts to register or qualify or cooperate with the selling
  Holders in connection with the registration or qualification (or exemption
  from the Registration or qualification) of such Registrable Securities for
  the resale by the Holder under the securities or Blue Sky laws of such
  jurisdictions within the United States as any Holder reasonably requests in
  writing, to keep each registration or qualification (or exemption therefrom)
  effective during the Effectiveness Period and to do any and all other acts or
  things reasonably necessary to enable the disposition in such jurisdictions
  of the Registrable Securities covered by each Registration Statement;
  provided, that the Company shall not be required to qualify generally to do
  business in any jurisdiction where it is not then so qualified, subject the
  Company to any material tax in any such jurisdiction where it is not then so
  subject or file a general consent to service of process in any such
  jurisdiction.(j)     If
  requested by a Holder, cooperate with such Holders to facilitate the timely
  preparation and delivery of certificates representing Registrable Securities
  to be delivered to a transferee pursuant to a Registration Statement, which
  certificates shall be free, to the extent permitted by the Purchase
  Agreement, of all restrictive legends, and to enable such Registrable
  Securities to be in such denominations and registered in such names as any
  such Holder may request.(k)     Upon
  the occurrence of any event contemplated by Section 3(d), as promptly as
  reasonably possible under the circumstances taking into account the Companys
  good faith assessment of any adverse consequences to the Company and its
  stockholders of the premature disclosure of such event, prepare a supplement
  or amendment, including a post-effective amendment, to a Registration
  Statement or a supplement to the related Prospectus or any document
  incorporated or deemed to be incorporated therein by reference, and file any
  other required document so that, as thereafter delivered, neither a
  Registration Statement nor such Prospectus will contain an untrue statement
  of a material fact or omit to state a material fact required to be stated
  therein or necessary to make the statements therein, in light of the
  circumstances under which they were made, not misleading. If the Company
  notifies the Holders in accordance with clauses (iii) through (vi) of Section
  3(d) above to suspend the use of any Prospectus until the requisite changes
  to such Prospectus have been made, then the Holders shall suspend use of such
  Prospectus. The Company will use its best efforts to ensure that the use of
  the Prospectus may be resumed as promptly as is practicable. The Company
  shall be entitled to exercise its right under this Section 3(k) to suspend
  the availability of a Registration Statement and Prospectus, subject to the
  payment of partial liquidated damages otherwise required pursuant to Section
  2(b), for aperiod not
   to exceed 60 calendar days (which need not be consecutive days) in any 12
   month period.(l)     Comply
   with all applicable rules and regulations of the Commission.(m)     The
   Company may require each selling Holder to furnish to the Company a
   certified statement as to the number of shares of Common Stock beneficially
   owned by such Holder and, if required by the Commission, the natural persons
   thereof that have voting and dispositive control over the shares. During any
   periods that the Company is unable to meet its obligations hereunder with
   respect to the registration of the Registrable Securities solely because any
   Holder fails to furnish such information within three Trading Days of the
   Companys request, any liquidated damages that are accruing at such time as
   to such Holder only shall be tolled and any Event that may otherwise occur
   solely because of such delay shall be suspended as to such Holder only,
   until such information is delivered to the Company.4.          Registration
 Expenses. All fees and expenses incident to the performance of or
 compliance with this Agreement by the Company shall be borne by the Company
 whether or not any Registrable Securities are sold pursuant to a Registration
 Statement. The fees and expenses referred to in the foregoing sentence shall
 include, without limitation, (i) all registration and filing fees (including,
 without limitation, fees and expenses of the Companys counsel and auditors)
 (A) with respect to filings made with the Commission, (B) with respect to
 filings required to be made with any Trading Market on which the Common Stock
 is then listed for trading, (C) in compliance with applicable state securities
 or Blue Sky laws reasonably agreed to by the Company in writing (including,
 without limitation, fees and disbursements of counsel for the Company in
 connection with Blue Sky qualifications or exemptions of the Registrable
 Securities) and (D) if not previously paid by the Company in connection with
 an Issuer Filing, with respect to any filing that may be required to be made
 by any broker through which a Holder intends to make sales of Registrable
 Securities with the NASD pursuant to NASD Rule 2710, so long as the broker is
 receiving no more than a customary brokerage commission in connection with
 such sale, (ii) printing expenses (including, without limitation, expenses of
 printing certificates for Registrable Securities), (iii) messenger, telephone
 and delivery expenses, (iv) fees and disbursements of counsel for the Company,
 (v) Securities Act liability insurance, if the Company so desires such
 insurance, and (vi) fees and expenses of all other Persons retained by the
 Company in connection with the consummation of the transactions contemplated
 by this Agreement. In addition, the Company shall be responsible for all of
 its internal expenses incurred in connection with the consummation of the transactions
 contemplated by this Agreement (including, without limitation, all salaries
 and expenses of its officers and employees performing legal or accounting
 duties), the expense of any annual audit and the fees and expenses incurred in
 connection with the listing of the Registrable Securities on any securities
 exchange as required hereunder. In no event shall the Company be responsible
for any
 broker or similar commissions of any Holder or, except to the extent provided
 for in the Transaction Documents, any legal fees or other costs of the
 Holders.

5.
Indemnification.(a)     Indemnification by the
Company.
The Company shall, notwithstanding any termination of this Agreement,
indemnify and hold harmless each Holder, the officers, directors, members,
partners, agents, brokers (including brokers who offer and sell Registrable
Securities as principal as a result of a pledge or any failure to perform
under a margin call of Common Stock), investment advisors and employees (and
any other Persons with a functionally equivalent role of a Person holding
such titles, notwithstanding a lack of such title or any other title) of
each of them, each Person who controls any such Holder (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) and
the officers, directors, members, shareholders, partners, agents and
employees (and any other Persons with a functionally equivalent role of a
Person holding such titles, notwithstanding a lack of such title or any other
title) of each such controlling Person, to the fullest extent permitted by
applicable law, from and against any and all losses, claims, damages,
liabilities, costs (including, without limitation, reasonable attorneys
fees) and expenses (collectively, Losses), as incurred, arising out of or
relating to (1) any untrue or alleged untrue statement of a material fact
contained in a Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged
omission of a material fact required to be stated therein or necessary to
make the statements therein (in the case of any Prospectus or supplement
thereto, in light of the circumstances under which they were made) not
misleading or (2) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act or any state securities law, or any rule or
regulation thereunder, in connection with the performance of its obligations
under this Agreement, except to the extent, but only to the extent, that (i)
such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holders proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, such Prospectus or in any
amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an
occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the
use by such Holder of an outdated or defective Prospectus after the Company
has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated
in Section 6(d). The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding arising from or in
connection with the transactions contemplated by this Agreement of which the
Company is aware.(b)     Indemnification by Holders. Each
Holder shall, severally and not jointly, indemnify and hold harmless the
Company, its directors, officers, agents and employees, each Person who
controls the Company (within the meaning of Section 15 of the Securities Act
and Section 20 of the Exchange Act), and the directors, officers, agents or
employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses, as incurred, to the extent
arising out of or based solely upon: (x) such Holders failure to comply
with the prospectus delivery requirements of the Securities Act or (y) any
untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to
any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein not misleading (i) to
the extent, but only to the extent, that such untrue statement or omission
is contained in any information so furnished in writing by such Holder to
the Company specifically for inclusion in such Registration Statement or
such Prospectus or (ii) to the extent that such information relates to such
Holders proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use
in a Registration Statement (it being understood that the Holder has
approved Annex A hereto for this purpose), such Prospectus or in any amendment
or supplement thereto or (ii) in the case of an occurrence of an event of
the type specified in Section 3(d)(iii)-(vi), the use by such Holder of an
outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(d). In no
event shall the liability of any selling Holder hereunder be greater in
amount than the dollar amount of the net proceeds received by such Holder
upon the sale of the Registrable Securities giving rise to such
indemnification obligation.(c)     Conduct of Indemnification
Proceedings.
   If any Proceeding shall be brought or asserted against any Person entitled
   to indemnity hereunder (an Indemnified Party), such Indemnified
   Party shall promptly notify the Person from whom indemnity is sought (the Indemnifying
   Party) in writing, and the Indemnifying Party shall have the right to
   assume the defense thereof, including the employment of counsel reasonably
   satisfactory to the Indemnified Party and the payment of all fees and
   expenses incurred in connection with defense thereof; provided, that the
   failure of any Indemnified Party to give such notice shall not relieve the
   Indemnifying Party of its obligations or liabilities pursuant to this
   Agreement, except (and only) to the extent that it shall be finally
   determined by a court of competent jurisdiction (which determination is not
   subject to appeal or further review) that such failure shall have prejudiced
   the Indemnifying Party.An
   Indemnified Party shall have the right to employ separate counsel in any
   such Proceeding and to participate in the defense thereof, but the fees and
   expenses of such counsel shall be at the expense of such Indemnified Party
   or Parties unless: (1) the Indemnifying Party has agreed in writing to pay
   such feesand
   expenses; (2) the Indemnifying Party shall have failed promptly to assume
   the defense of such Proceeding and to employ counsel reasonably satisfactory
   to such Indemnified Party in any such Proceeding; or (3) the named parties
   to any such Proceeding (including any impleaded parties) include both such
   Indemnified Party and the Indemnifying Party, and counsel to the Indemnified
   Party shall reasonably believe that a material conflict of interest is
   likely to exist if the same counsel were to represent such Indemnified Party
   and the Indemnifying Party (in which case, if such Indemnified Party
   notifies the Indemnifying Party in writing that it elects to employ separate
   counsel at the expense of the Indemnifying Party, the Indemnifying Party
   shall not have the right to assume the defense thereof and the reasonable
   fees and expenses of no more than one separate counsel shall be at the expense
   of the Indemnifying Party). The Indemnifying Party shall not be liable for
   any settlement of any such Proceeding effected without its written consent,
   which consent shall not be unreasonably withheld or delayed. No Indemnifying
   Party shall, without the prior written consent of the Indemnified Party,
   effect any settlement of any pending Proceeding in respect of which any
   Indemnified Party is a party, unless such settlement includes an
   unconditional release of such Indemnified Party from all liability on claims
   that are the subject matter of such Proceeding.Subject
   to the terms of this Agreement, all reasonable fees and expenses of the
   Indemnified Party (including reasonable fees and expenses to the extent
   incurred in connection with investigating or preparing to defend such
   Proceeding in a manner not inconsistent with this Section) shall be paid to
   the Indemnified Party, as incurred, within ten Trading Days of written
   notice thereof to the Indemnifying Party; provided, that the Indemnified Party
   shall promptly reimburse the Indemnifying Party for that portion of such
   fees and expenses applicable to such actions for which such Indemnified
   Party is judicially determined to be not entitled to indemnification
   hereunder.(d)     Contribution. If the
   indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified
   Party or insufficient to hold an Indemnified Party harmless for any Losses,
   then each Indemnifying Party shall contribute to the amount paid or payable
   by such Indemnified Party, in such proportion as is appropriate to reflect
   the relative fault of the Indemnifying Party and Indemnified Party in
   connection with the actions, statements or omissions that resulted in such
   Losses as well as any other relevant equitable considerations. The relative
   fault of such Indemnifying Party and Indemnified Party shall be determined
   by reference to, among other things, whether any action in question,
   including any untrue or alleged untrue statement of a material fact or
   omission or alleged omission of a material fact, has been taken or made by,
   or relates to information supplied by, such Indemnifying Party or
   Indemnified Party, and the parties relative intent, knowledge, access to
   information and opportunity to correct or prevent such action, statement or
   omission. The amount paid or payable by a party as a result of any Losses
   shall be deemed to include, subject to the limitations set forth in this
   Agreement, any reasonable attorneys or other fees or expenses incurred bysuch party
   in connection with any Proceeding to the extent such party would have been
   indemnified for such fees or expenses if the indemnification provided for in
   this Section was available to such party in accordance with its terms.The
   parties hereto agree that it would not be just and equitable if contribution
   pursuant to this Section 5(d) were determined by pro rata allocation or by
   any other method of allocation that does not take into account the equitable
   considerations referred to in the immediately preceding paragraph.
   Notwithstanding the provisions of this Section 5(d), no Holder shall be
   required to contribute, in the aggregate, any amount in excess of the amount
   by which the net proceeds actually received by such Holder from the sale of
   the Registrable Securities subject to the Proceeding exceeds the amount of
   any damages that such Holder has otherwise been required to pay by reason of
   such untrue or alleged untrue statement or omission or alleged omission.The
   indemnity and contribution agreements contained in this Section are in
   addition to any liability that the Indemnifying Parties may have to the
   Indemnified Parties.6.
Miscellaneous.(a)     Remedies.
   In the event of a breach by the Company or by a Holder of any of their
   respective obligations under this Agreement, each Holder or the Company, as
   the case may be, in addition to being entitled to exercise all rights
   granted by law and under this Agreement, including recovery of damages,
   shall be entitled to specific performance of its rights under this
   Agreement. The Company and each Holder agree that monetary damages would not
   provide adequate compensation for any losses incurred by reason of a breach
   by it of any of the provisions of this Agreement and hereby further agrees
   that, in the event of any action for specific performance in respect of such
   breach, it shall not assert or shall waive the defense that a remedy at law
   would be adequate.(b)     No
   Piggyback on Registrations; Prohibition on Filing Other Registration
   Statements. Except as set forth on Schedule 6(b) attached
   hereto [and in connection with transactions contemplated by clause [(d)
   under Exempt Issuance], neither the Company nor any of its security holders
   (other than the Holders in such capacity pursuant hereto) may include
   securities of the Company in any Registration Statements other than the
   Registrable Securities. The Company shall not file any other registration
   statements until all Registrable Securities are registered pursuant to a
   Registration Statement that is declared effective by the Commission,
   provided that this Section 6(b) shall not prohibit the Company from filing
   amendments to registration statements filed prior to the date of this Agreement.(c)     Compliance.
   Each Holder covenants and agrees that it will comply with the prospectus
   delivery requirements of the Securities Act as applicable to it in
   connection with sales of Registrable Securities pursuant to a Registration
   Statement.(d)     Discontinued
   Disposition. By its acquisition of Registrable Securities, each
   Holder agrees that, upon receipt of a notice from the Company of the
   occurrence of any event of the kind described in Section 3(d)(iii) through
   (vi), such Holder will forthwith discontinue disposition of such Registrable
   Securities under a Registration Statement until it is advised in writing
   (the Advice) by the Company that the use of the applicable
   Prospectus (as it may have been supplemented or amended) may be resumed. The
   Company will use its best efforts to ensure that the use of the Prospectus
   may be resumed as promptly as it practicable. The Company agrees and
   acknowledges that any periods during which the Holder is required to
   discontinue the disposition of the Registrable Securities hereunder shall be
   subject to the provisions of Section 2(b).(e)     Piggy-Back
   Registrations. If, at any time during the Effectiveness Period,
   there is not an effective Registration Statement covering all of the
   Registrable Securities and the Company shall determine to prepare and file
   with the Commission a registration statement relating to an offering for its
   own account or the account of others under the Securities Act of any of its
   equity securities, other than on Form S-4 or Form S-8 (each as promulgated
   under the Securities Act) or their then equivalents relating to equity
   securities to be issued solely in connection with any acquisition of any
   entity or business or equity securities issuable in connection with the
   Companys stock option or other employee benefit plans, then the Company
   shall deliver to each Holder a written notice of such determination and, if
   within fifteen days after the date of the delivery of such notice, any such
   Holder shall so request in writing, the Company shall include in such
   registration statement all or any part of such Registrable Securities such
   Holder requests to be registered; provided, however, that the
   Company shall not be required to register any Registrable Securities
   pursuant to this Section 6(e) that are eligible for resale pursuant to Rule
   144(k) promulgated by the Commission pursuant to the Securities Act or that
   are the subject of a then effective Registration Statement.(f)     Amendments
   and Waivers. The provisions of this Agreement, including the
   provisions of this sentence, may not be amended, modified or supplemented,
   and waivers or consents to departures from the provisions hereof may not be
   given, unless the same shall be in writing and signed by the Company and the
   Holders of a majority of the then outstanding Registrable Securities
   (including, for this purpose any Registrable Securities issuable upon
   exercise or conversion of any Security). If a Registration Statement does
   not register all of the Registrable Securities pursuant to a waiver or
   amendment done in compliance with the previous sentence, then the number of
   Registrable Securities to be registered for each Holder shall be reduced pro
   rata among all Holders and each Holder shall have the right to designate
   which of its Registrable Securities shall be omitted from such Registration
   Statement. Notwithstanding the foregoing, a waiver or consent to depart from
   the provisions hereof with respect to a matter that relates exclusively to
   the rights of a Holder or some Holders and that does not directly or
   indirectly affect the rights of other Holders may be given by such Holder or
   Holders of all of the Registrable Securities to which such waiver or consent
   relates; provided, however, that the provisions of this
   sentence may not be amended, modified, or supplemented except in accordance
   with the provisions of the first sentence of this Section 6(f).(g)     Notices.
   Any and all notices or other communications or deliveries required or
   permitted to be provided hereunder shall be delivered as set forth in the
   Purchase Agreement.(h)     Successors
   and Assigns. This Agreement shall inure to the benefit of and be
   binding upon the successors and permitted assigns of each of the parties and
   shall inure to the benefit of each Holder. The Company may not assign
   (except by merger) its rights or obligations hereunder without the prior
   written consent of all of the Holders of the then outstanding Registrable
   Securities. Each Holder may assign their respective rights hereunder in the
   manner and to the Persons as permitted under the Purchase Agreement.(i)     No
   Inconsistent Agreements. Neither the Company nor any of its
   Subsidiaries has entered, as of the date hereof, nor shall the Company or
   any of its Subsidiaries, on or after the date of this Agreement, enter into
   any agreement with respect to its securities, that would have the effect of
   impairing the rights granted to the Holders in this Agreement or otherwise
   conflicts with the provisions hereof. Except as set forth on Schedule
   6(i), neither the Company nor any of its Subsidiaries has previously
   entered into any agreement granting any registration rights with respect to
   any of its securities to any Person that have not been satisfied in full.(j)     Execution
   and Counterparts. This Agreement may be executed in two or more
   counterparts, all of which when taken together shall be considered one and
   the same agreement and shall become effective when counterparts have been
   signed by each party and delivered to the other party, it being understood
   that both parties need not sign the same counterpart. In the event that any
   signature is delivered by facsimile transmission or by e-mail delivery of a
   .pdf format data file, such signature shall create a valid and binding
   obligation of the party executing (or on whose behalf such signature is
   executed) with the same force and effect as if such facsimile or .pdf
   signature page were an original thereof.(k)     Governing
   Law. All questions
   concerning the construction, validity, enforcement and interpretation of
   this Agreement shall be determined in accordance with the provisions of the
   Purchase Agreement.(l)     Cumulative
   Remedies. The remedies provided herein are cumulative and not
   exclusive of any other remedies provided by law.(m)     Severability.
   If any term, provision, covenant or restriction of this Agreement is held by
   a court of competent jurisdiction to be invalid, illegal, void or
   unenforceable, the remainder of the terms, provisions, covenants and
   restrictions set forth herein shall remain in full force and effect and
   shall in no way be affected, impaired or invalidated, and the parties hereto
   shall use their commercially reasonable efforts to find and employ an
   alternative means to achieve the same or substantially the same result as
   that contemplated by such term, provision, covenant or restriction. It is
   hereby stipulatedand declared to be the intention of the parties that they
   would have executed the remaining terms, provisions, covenants and
   restrictions without including any of such that may be hereafter declared
   invalid, illegal, void or unenforceable.(n)     Headings.
   The headings in this Agreement are for convenience only, do not constitute a
   part of the Agreement and shall not be deemed to limit or affect any of the
   provisions hereof.(o)     Independent
   Nature of Holders Obligations and Rights. The obligations of
   each Holder hereunder are several and not joint with the obligations of any
   other Holder hereunder, and no Holder shall be responsible in any way for
   the performance of the obligations of any other Holder hereunder. Nothing
   contained herein or in any other agreement or document delivered at any
   closing, and no action taken by any Holder pursuant hereto or thereto, shall
   be deemed to constitute the Holders as a partnership, an association, a
   joint venture or any other kind of entity, or create a presumption that the
   Holders are in any way acting in concert with respect to such obligations or
   the transactions contemplated by this Agreement. Each Holder shall be
   entitled to protect and enforce its rights, including without limitation the
   rights arising out of this Agreement, and it shall not be necessary for any
   other Holder to be joined as an additional party in any proceeding for such
   purpose.IN
 WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
 as of the date first written above.

AMERICAN HOME FOOD PRODUCTS, INC.By:Name:Title:[SIGNATURE PAGE OF SERIES A HOLDERS]

Name of
   Holder:Signature of Authorized Signatory of
   Holder:Name of
   Authorized Signatory:Title of
   Authorized Signatory:Annex A

Plan of Distribution

Each
Selling Stockholder (the Selling Stockholders) of the common stock and any of
their pledgees, assignees and successors-in-interest may, from time to time,
sell any or all of their shares of common stock on the principal trading market
for the Companys common stock or any other stock exchange, market or trading
facility on which the shares are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Stockholder may use any one or
more of the following methods when selling shares:


ordinary
 brokerage transactions and transactions in which the broker-dealer solicits
 purchasers;
block trades
 in which the broker-dealer will attempt to sell the shares as agent but may
 position and resell a portion of the block as principal to facilitate the
 transaction;
purchases by
 a broker-dealer as principal and resale by the broker-dealer for its account;
an exchange
 distribution in accordance with the rules of the applicable exchange;
privately
 negotiated transactions;
settlement
 of short sales entered into after the effective date of the registration
 statement of which this prospectus is a part;
broker-dealers
 may agree with the Selling Stockholders to sell a specified number of such
 shares at a stipulated price per share;
through the
 writing or settlement of options or other hedging transactions, whether
 through an options exchange or otherwise;
a
 combination of any such methods of sale; or
any other
 method permitted pursuant to applicable law.The
Selling Stockholders may also sell shares under Rule 144 under the Securities
Act of 1933, as amended (the Securities Act), if available, rather than under
this prospectus.

Broker-dealers
engaged by the Selling Stockholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the Selling Stockholders (or, if any broker-dealer acts as agent for the

purchaser of
shares, from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with NASDR Rule
2440; and in the case of a principal transaction a markup or markdown in
compliance with NASDR IM-2440.

In
connection with the sale of the common stock or interests therein, the Selling
Stockholders may not enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The Selling
Stockholders shall not sell shares of the common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities short.

The
Selling Stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be underwriters within the meaning of the
Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the
shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. Each Selling Stockholder has informed the
Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the Common Stock. In no
event shall any broker-dealer receive fees, commissions and markups which, in
the aggregate, would exceed eight percent (8%).

The
Company is required to pay certain fees and expenses incurred by the Company
incident to the registration of the shares.

Because
Selling Stockholders may be deemed to be underwriters within the meaning of
the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act including Rule 172 thereunder. In addition,
any securities covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than under
this prospectus. There is no underwriter or coordinating broker acting in
connection with the proposed sale of the resale shares by the Selling
Stockholders.

We
agreed to keep this prospectus effective until the earlier of (i) the date on
which the shares may be resold by the Selling Stockholders without registration
and without regard to any volume limitations by reason of Rule 144(k) under the
Securities Act or any other rule of similar effect or (ii) all of the shares
have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect. The resale shares will be sold only
through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale shares may
not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

Under
applicable rules and regulations under the Exchange Act, any person engaged in
the distribution of the resale shares may not simultaneously engage in market
making activities with respect to the common stock for the applicable
restricted period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling
Stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by
compliance with Rule 172 under the Securities Act).

Annex B

Selling Securityholder Notice and
Questionnaire

The
undersigned beneficial owner of common stock (the Registrable Securities) of
American Home Food Products, Inc., a New York corporation (the Company),
understands that the Company has filed or intends to file with the Securities
and Exchange Commission (the Commission) a registration statement (the
Registration Statement) for the registration and resale under Rule 415 of the
Securities Act of 1933, as amended (the Securities Act), of the Registrable
Securities, in accordance with the terms of the Registration Rights Agreement
(the Registration Rights Agreement) to which this document is annexed. A copy
of the Registration Rights Agreement is available from the Company upon request
at the address set forth below. All capitalized terms not otherwise defined
herein shall have the meanings ascribed thereto in the Registration Rights
Agreement.

Certain
legal consequences arise from being named as a selling securityholder in the
Registration Statement and the related prospectus. Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Registration Statement and the related
prospectus.

NOTICE

The
undersigned beneficial owner (the Selling Securityholder) of Registrable
Securities hereby elects to include the Registrable Securities owned by it in
the Registration Statement.

The
undersigned hereby provides the following information to the Company and
represents and warrants that such information is accurate:

QUESTIONNAIRE

1.
Name.(a)
Full Legal
 Name of Selling Securityholder(b)
Full Legal
 Name of Registered Holder (if not the same as (a) above) through which
 Registrable Securities are held:(c)
Full Legal
 Name of Natural Control Person (which means a natural person who directly or
 indirectly alone or with others has power to vote or dispose of the
 securities covered by this Questionnaire):2.    Address for Notices
to Selling Securityholder:

Telephone:Fax:Contact
 Person:3.    Broker-Dealer
Status:

(a)
Are you a
 broker-dealer?Yes o                    No
 o(b)
If yes to
 Section 3(a), did you receive your Registrable Securities as compensation for
 investment banking services to the Company?Yes o                    No
 oNote:
If
 no to Section 3(b), the Commissions staff has indicated that you should be
 identified as an underwriter in the Registration Statement.(c)
Are you an
 affiliate of a broker-dealer?Yes o                    No
 o(d)
If you are
 an affiliate of a broker-dealer, do you certify that you purchased the
 Registrable Securities in the ordinary course of business, and at the time of
 the purchase of the Registrable Securities to be resold, you had no
 agreements or understandings, directly or indirectly, with any person to
 distribute the Registrable Securities?Yes o                    No
oNote:
If
 no to Section 3(d), the Commissions staff has indicated that you should be
 identified as an underwriter in the Registration Statement.4.    Beneficial
Ownership of Securities of the Company Owned by the Selling Securityholder.

Except as set forth below in this Item 4, the undersigned is not the
 beneficial or registered owner of any securities of the Company other than
 the securities issuable pursuant to the Purchase Agreement.(a)
Type and
 Amount of other securities beneficially owned by the Selling Securityholder:5.    Relationships with
the Company:

Except as set forth below, neither the undersigned nor any of its
 affiliates, officers, directors or principal equity holders (owners of 5% of
 more of the equity securities of the undersigned) has held any position or
 office or has had any other material relationship with the Company (or its
 predecessors or affiliates) during the past three years.State any
 exceptions here:The
undersigned agrees to promptly notify the Company of any inaccuracies or
changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective.

By
signing below, the undersigned consents to the disclosure of the information
contained herein in its answers to Items 1 through 5 and the inclusion of such
information in the Registration Statement and the related prospectus and any amendments or supplements thereto.
The undersigned understands that such information will be relied upon by the
Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus.

IN
WITNESS WHEREOF the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.

Date:


Beneficial
 Owner:By:Name:Title:PLEASE FAX A COPY OF THE COMPLETED AND
EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT MAIL,
TO:

American Home
Food Products, Inc.
Attn: Daniel W. Dowe, Esq.
67 Wall Street, Suite 2001
New York, New York 10005

914-337-0846  facsimile
914-441-3591 - telephoneddowe@ix.netcom.com