Exhibit 2.10 PRODUCT DEVELOPMENT AGREEMENT This
PRODUCT DEVELOPMENT AGREEMENT(this Agreement) is made and entered into as of
the 14th day of August, 2007 by and between by Artisanal Cheese, LLC, a New
York limited liability company (the Company), and Artisanal Fromagerie &
Bistro, LLC, a New York limited liability company, and 35 West 64th Restaurant
Associates, L.P., a New York limited partnership (each an SM Restaurant, and,
together, the SM Restaurants). RECITALS: 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 Terrance Brennan and Marvin Numeroff, and AHF
Acquisition Corporation, a New York corporation (capitalized terms used herein
and not otherwise defined herein shall have the meanings given such terms in
the Purchase Agreement); and WHEREAS,
the Company and the SM Restaurants
desire to set forth herein the terms and conditions on which the Company may
distribute products developed by the SM Restaurants. NOW,
THEREFORE, in consideration of the
mutual promises, agreements and covenants set forth herein, and for other good
and valuable consideration, the parties hereto hereby agree as follows: 7.
     Development of Products. During the Term
(defined below), the SM Restaurants may develop various cheeses (Cheeses),
cheese related products (e.g. cheesecake, macaroni & cheese) (Cheese
Related Products) and other products (Other Products and, together with
Cheeses and Cheese Related Products, the SM Products). The SM Restaurants
hereby agree to give the Company certain rights with respect to those SM
Products developed by the SM Restaurants, as follows: (a)     Cheeses - The Company shall have a
 first-look right and be given a thirty (30) day exclusivity period to
 evaluate and negotiate, in good faith, a distribution arrangement (including
 minimum orders, exclusivity, prices/royalty rates and terms) for all new
 Cheeses developed by the SM Restaurants. If at the conclusion of such thirty
 (30) day period the Company decides not to distribute any of the Cheeses, or
 if parties cannot agree on terms thereof, the applicable SM Restaurant may
 negotiate with other parties for the distribution of such Cheeses. If the SM
 Restaurant obtains from a third party a bona fide written offer for the
 distribution of the Cheeses, stating the terms and conditions upon which the
 distribution is to be made and the consideration offered (an Offer), the SM
 Restaurant must notify the Company of its intention to have such third-party
 distribute the Cheeses. Within five (5) business days after its receipt of
 such Offer,    the Company
 may, at its option, elect to distribute all, but not less than all (unless
 the SM Restaurant agrees), of such Cheeses for an amount equal to the
 consideration set forth in the Offer and on substantially the same terms and
 conditions set forth therein. If the Company does not notify the SM
 Restaurant of its intention to exercise this right of first refusal within
 five (5) business days of its receipt of the Offer, the right of first
 refusal regarding the Offer terminates and SM Restaurant may allow the
 third-party specified in the Offer to distribute the Cheeses, provided that
 the distribution arrangement is (i) on substantially the same terms as the
 Offer, and (ii) consummated within ten (10) business days of the expiration
 of the right of first refusal. Any distribution of Cheeses by an SM
 Restaurant or its affiliates through a third-party pursuant to this Section
 1(a) shall not be considered a violation or breach under the Brennan
 Noncompetition Agreement or the Numeroff Noncompetition Agreement.(b)     Cheese Related Products - The Company
 shall have a first-look right and be given a thirty (30) day exclusivity
 period to evaluate and negotiate, in good faith, a distribution arrangement
 (including minimum orders, exclusivity, prices/royalty rates and terms) for
 all new Cheese Related Products developed by the SM Restaurants. If at the
 conclusion of such thirty (30) day period the Company decides not to
 distribute such Cheese Related Products or if parties cannot agree on terms
 thereof, the applicable SM Restaurant shall have the right to distribute, or
 have any third-party distribute, such Cheese Relate Products, without any
 further obligations to the Company with respect to such Cheese Related
 Products.(c)     Other Products - The SM
Restaurants, at
 their sole discretion, may from time to time present Other Products to
 Company and enter in good faith into negotiations with the Company for
 distribution rights with respect to such products.(d)     Brand License -Any distribution
of SM
 Products directly or indirectly by the SM Restaurants under the Artisanal
 Brand, other than distribution by the Company, shall require a written
 trademark license from the Company on terms and conditions to be mutually
 agreed upon.8.     Term;
Termination. The term of this Agreement shall commence as of the date
hereof and shall continue thereafter for a period of five (5) years (the
Term), unless such Term is extended by mutual agreement of the parties or
this Agreement is earlier terminated for Cause (defined below). This Agreement
may be terminated for cause: (a) by either party, upon thirty (30) days prior
written notice, if the other party fails to perform or commits a material breach
or default of any of the terms and conditions of this Agreement and fails to
cure such breach or default within ten (10) days after receiving notice of such
breach; or (b) by either party, immediately, if under any applicable law the
other party (i) makes an assignment for the benefit of creditors, (ii) permits
the appointment of a trustee or receiver of all or a substantial part of its
assets, (iii) admits in writing its inability to own its assets, (iv) admits in
writing its inability to meet its obligations when due or commits any other act
of bankruptcy, (v) institutes voluntary proceedings in bankruptcy or insolvency
or permits voluntary institution of such proceedings against it, or (vi) is the
subject of an involuntary bankruptcy proceeding (subsections b(i) through b(vi)
each an Insolvency Event).

9.
     Relationship of the Parties. It is
mutually agreed and understood by the parties hereto that the SM Restaurants
are independent contractors. This Agreement does not establish

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any
employment, agency, representative, joint venture or partnership relationship
between the parties. Neither party has any right or authority to create any
obligation, representation or responsibility on behalf of the other party. Both
parties covenant and agree that when dealing with third parties they will act
in such a manner as to avoid any ambiguity or dispute whatsoever as to the
nature and extent of their authority as limited in this Agreement. Except as
otherwise expressly provided herein, nothing in this Agreement shall be deemed
to create (i) an exclusive relationship between the parties, and the SM
Restaurants shall be free during the Term and thereafter to develop and
distribute products the same as or similar to the SM Products for/with any third-party,
and (ii) any joint and several or other liability among the SM Restaurants, or
their subsidiaries, affiliates, representatives, agents, vendors or suppliers,
for the actions of another SM Restaurant or its subsidiaries, affiliates,
representatives, agents, vendors or suppliers.

10.
     Confidential Information. All confidential
and proprietary information furnished by either the SM Restaurants or the
Company to the other party during the term of this Agreement (Confidential
Information) shall be kept confidential by the party receiving it, and the
party receiving Confidential Information shall not make use of it except for
purposes authorized by this Agreement, nor disclose any Confidential
Information to any person or firm unless previously authorized in writing to do
so; provided, however, that the party receiving Confidential Information may
disclose it as necessary to responsible officers, employees, representatives
and independent contractors for the purposes contemplated by this Agreement,
provided that such officers, employees, representatives and independent
contractors shall have assumed obligations of confidentiality no less stringent
than those contained herein. Without limiting the foregoing definition,
Confidential Information shall include proprietary information relating to
the SM Products, including, without limitation, recipes, cooking and
preparation methods, and ingredients. Except as may be required by applicable
laws and regulations or a court of competent jurisdiction, neither party may
make any public release or other disclosure with respect to this Agreement or
the terms hereof without the prior written consent of the other party.

11.
    Ownership of Intellectual Property. To the
extent that an SM Restaurant, or any of its representatives, agents or
affiliates, or any other person or entity acting on its behalf, generates any
patents, copyrights, trademarks, trade names, trade secrets, software or other
intellectual property or materials relating to the SM Products (collectively,
Intellectual Property), such Intellectual Property shall be the sole and
exclusive property of such SM Restaurant. The applicable SM Restaurants and its
successors and assigns will have the exclusive right to obtain copyright,
patent and/or trademark registrations or other protection of the Intellectual
Property (including without limitation, maintaining such Intellectual Property
as trade secrets) in the SM Restaurants own name, or in the names of the SM
Restaurants successors or assigns, as inventor, author and/or owner and to
secure any renewals and extensions of such protection through-out the world.
The Company hereby acknowledges that it retains no rights whatsoever with
respect to the aforementioned Intellectual Property, including, but not limited
to, any rights to reproduce such Intellectual Property, or to make, have made,
use and/or sell products based upon the Intellectual Property (except as
provided by this Agreement or agreed upon in writing by the Parties), or
otherwise to prepare derivatives thereof, to file patent, copyright or
trademark applications with respect thereto, to distribute copies of any
Intellectual Property in any manner whatsoever, to exhibit, use or display any
such Intellectual

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Property
publicly or otherwise, or to license or assign to any third party the right to
do any of the foregoing.

12.
     Severability. If any provision of this
Agreement is held to be illegal, invalid or unenforceable under present or
future laws, such provision shall be fully severable, this Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part of this Agreement, and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from
this Agreement.

13.
     Miscellaneous.

(a)     Counterparts.
 This Agreement may be executed in several counterparts each of which is an
 original. This Agreement and any counterpart so executed shall be deemed to
 be one and the same instrument. It shall not be necessary in making proof of
 this Agreement or any counterpart hereof to produce or account for any of the
 other counterparts.(b)     Assignment;
 Binding Effect. Neither this Agreement nor any rights, interests or
 obligations hereunder may be assigned by any party without the prior written
 consent of the other party hereto. This Agreement shall be binding upon the
 parties hereto, together with their respective executors, administrators,
 successors, personal representatives, heirs, and permitted assigns.(c)   
 Section Headings. The section headings herein have been inserted for convenience
 of reference only and shall in no way modify or restrict any of the terms or
 provisions hereof.(d)     Notices.
 All notices, requests, demands and other communications which are required or
 permitted hereunder shall be sufficient if given in writing and delivered
 personally or by registered or certified mail, postage prepaid, by a
 nationally recognized overnight courier service, or by facsimile transmission
 (with a copy simultaneously sent by registered or certified mail, postage
 prepaid), as follows (or to such other address as shall be set forth in a
 notice given in the same manner):To the
 Company:Artisanal
 Cheese, LLC42 Forest
 LaneBronxville,
 New York 10708Attn: Daniel
 W. Dowe, Esq.Telephone
 No.: (914)-441-3591Telecopy
 No.: (914) 337-0846Email:
 ddowe@ix.netcom.comTo the SM
 Restaurants:4

Artisanal
 Fromagerie & Bistro, LLCc/o
 Artisanal Cheese, LLC500 West
 37th Street, Second FloorNew York,
 New York 10018Attn:
 Terrance BrennanTelephone
 No.: (212)-239-1200Telecopy
 No.: (212)-239-1417Email:
 tbrennan@artisanalcheese.com35 West 64th
 Restaurant Associates, L.P.c/o
 Artisanal Cheese, LLC500 West
 37th Street, Second FloorNew York,
 New York 10018Attn:
 Terrance BrennanTelephone
 No.: (212)-239-1200Telecopy
 No.: (212)-239-1417Email:
 tbrennan@artisanalcheese.com(e)     Modification
 and Waiver. Any of the terms or conditions of this Agreement may be
 waived in writing at any time by the party that is entitled to the benefits
 thereof, and this Agreement may be modified or amended at any time by the
 Company and the SM Restaurants. No supplement, modification or amendment of
 this Agreement shall be binding unless executed in writing by each of the
 parties hereto. No waiver of any of the provisions of this Agreement shall be
 deemed or shall constitute a waiver of any other provision hereof nor shall
 such waiver constitute a continuing waiver.(f)     Third
Party Beneficiaries. Except as otherwise expressly set forth herein, no
individual or entity shall be a third-party beneficiary of the
representations, warranties, covenants and agreements made by any party
hereto.(g)     Governing
Law. This Agreement is to be governed by and construed in accordance with the
internal laws of the State of New York, without giving effect to the
principles of conflicts of law. The state and federal courts located in New
York County, New York shall have exclusive jurisdiction over the subject
matter hereof and all claims relating hereto.5

IN WITNESS
WHEREOF, the parties hereto have
executed or have caused this Agreement to be duly executed as of the date first
above written.

THE COMPANY:ARTISANAL
 CHEESE, LLCBy:Name: Daniel
 W. DoweIts:
 PresidentSM RESTAURANTSARTISANAL
 FROMAGERIE &
 BISTRO, LLCBy:Name:
 Terrance BrennanIts:35 WEST 64TH
 RESTAURANT
 ASSOCIATES, L.P.By:Name:
 Terrance BrennanIts:6