Exhibit 2.2*
Assets Purchase Agreement by and among Registrant and P.
Terreri and J. Giulii dated August 14, 2007 ASSET
PURCHASE AGREEMENT This Asset
Purchase Agreement (Agreement) is made and entered into this
day of April, 2007, by American Home Food Products, Inc., a New York
corporation (the Seller) and Peter Terreri and Joseph Giulii, or their
designee (Purchaser). W I T N E S S E T H: WHEREAS,
the Seller has exclusive ownership of various product formulations and
trademarks for products that are manufactured and marketed into the retail and
commercials channels for building materials (Business); WHEREAS,
the Seller is desirous of entering into a new business venture and
simultaneously wishes to sell the Business to the Purchaser; WHEREAS,
Purchaser desires to purchase from the Seller and Seller desires to sell,
assign, transfer and deliver to Purchaser, 100% of its ownership interest in
the Business, all of which shall be undertaken pursuant to the terms and
subject to the conditions set forth in this Agreement. NOW,
THEREFORE, in consideration of the mutual promises, covenants and agreements
set forth herein, all of which the parties deem as adequate consideration, the
parties agree as follows: ARTICLE
IDEFINITIONS (a)      The
following terms, as used herein, have the following meanings: Affiliate
 means, with respect to any Person, any other Person directly or indirectly
 controlling, controlled by, or under common control with such other Person.Business
 Day means any day except a Saturday, Sunday or other day on which
 commercial banks in the State of New York are authorized by law to close.Lien
 means, with respect to any property or asset, any mortgage, lien, pledge,
 charge, security interest or other similar encumbrance with respect to such
 property or asset.Permitted
 Lien means (i) any Lien for which the underlying liability is
 disclosed on the Financial Statements, (ii) any Lien for taxes not yet due or
 being contested in good faith or (iii) any Lien which does not materially
 detract from the    value or
 materially interfere with the use of any asset as currently used in the
 Business.Person
 means an individual, corporation, partnership, association, trust or other
 entity or organization, including a government or political subdivision or an
 agency or instrumentality thereof.Tax or
 Taxes means all taxes, fees or assessments in the nature of taxes
 of Seller, including without limitation, all federal, state, county and local
 income, unemployment, ad valorem, excise, sales, use and gross receipts
 taxes, together with any interest and penalties thereon imposed by any Taxing
 Authority whether arising prior to, on or after the Closing Date.Taxing
 Authority means any governmental authority (domestic or foreign)
 responsible for the imposition of any Tax.(b)      Each
of the following terms is defined in the Section set forth opposite such term:

Term

SectionAssumed Debt

2.02Benefit
 Arrangements

3.11(b)Bill of Sale

10.02(b)Closing

10.01Closing Date

10.01Deposit

2.02Excluded
 Assets

2.06Improper
 Claim

7.03(a)(ii)(C)Indemnifying
 Party

7.03(b)Indemnified
 Party

7.03(b)License Fees

2.01ANon-Tendering
 Party

7.03(a)Personal
 Claim

7.03Proper Claim

7.03(a)(i)Proprietary
 Rights

2.05Purchase
 Price

2.02Purchasers
 Indemnitees

7.01Purchasers
 Losses

7.01Seller
 Indemnitees

7.02Seller
 Losses

7.02Tendering
 Party

7.03(a)Third-Party
 Claim

7.03ARTICLE
IIPURCHASE OF ASSETS

2.01
Assets
 Purchased. On the terms and subject to the
 conditions set forth in this Agreement;A.
Seller agree
 to sell, assign, transfer and deliver to Purchaser, and Purchaser shall
 purchase, accept and acquire from the Seller on the Closing Date, all of
 Sellers right, title and interest in the Business. The Business shall be
 transferred to the Purchaser at the closing free and clear of all
 encumbrances and shall specifically include, all rights of the Seller with
 respect to marks, trade names, trademarks, copyrights, copyright
 applications, websites, product formulations, customer files, know-how and
 logos as listed on Schedule 2.01A (Proprietary Rights). Seller and
 Purchaser agree that the Exclusive Licensing Agreement between the Seller and
 an affiliate of the Purchaser, CGM, Inc. entered into January, 2003 shall
 terminate on the Closing Date and shall have no further force or effect, and
 that the Purchaser shall cause CGM to make a final payment to the Seller at
 the Closing for all accrued and unpaid royalties owing to the Seller up to
 the Closing Date. (License Fees).2.02
Purchase
 Price. The total Purchase Price (as defined
 herein) for the Business shall be: (i) eight hundred and fifty thousand
 dollars ($850,000 USD)) payable to the Seller at the Closing, and (ii)
 Purchasers assumption of seventy three thousand dollars ($73,000) of the
 Sellers unsecured obligations as set forth on Schedule 2.02 (Assumed Debt), (iii) payment of License
 Fees. The full amount of the cash component of the Purchase Price and
 Licensee Fees shall be paid to the Seller on the Closing Date by wire
 transfer of immediately available funds to an account designated by Sellers
 in writing prior to the Closing Date. Upon the execution of this Agreement,
 the Purchaser shall pay to Seller a cash deposit equal to twenty five
 thousand dollars ($25,000) (Deposit),
 which shall be deducted from the Purchase Price at the Closing. However, if
 this Agreement shall not close within seventy-five (75) days from the date
 this Agreement is executed, this Agreement shall be deemed null and void,
 except for this subsection 2.01, whereby the Seller shall remain obligated to
 repay the Deposit in full to the Purchaser in five (5) equal monthly
 installments that shall be in the form of cash paid to the Purchaser of the
 reduction of certain monthly revenues that are owed to the Seller by the
 Purchaser until such time as the Business is transferred to the Purchaser.2.03
Excluded
 Assets. It is expressly understood and agreed by the
 parties hereto that the following assets of Seller and/or the Business are
 specifically excluded and excepted from this Agreement and shall at all times
 remain the property of Seller (collectively, Excluded Assets):(a)
Any and all
 other assets owned by the Seller, including new assets and the business it
 intends to acquire upon the Closing of this Agreement.2.04
Purchase
 Price Allocation. Seller and Purchaser covenant and
 agree that the Purchase Price shall be allocated in accordance with Section
 1060 of the Internal Revenue Code and the regulations thereunder. Seller and
 Purchaser agree that the allocation of the Purchase Price as set forth on
 Schedule 2.04 is correct. Seller and Purchaser each hereby covenant and agree
 that it will not take a position on any income tax return before any
 governmental agency charged with the collection of any income tax or in any
 judicial proceeding that is in any way inconsistent with the terms of this
 Section 2.04.2.05
Excluded
 Assumed Liabilities. At the Closing, and thereafter,
 it is acknowledged and agreed that Purchaser shall not assume or be
 responsible for any liabilities of the Seller other than those Assumed Debts
 enumerate on Schedule 2.02.ARTICLE
IIIREPRESENTATIONS AND WARRANTIES OF SELLER

Seller
 hereby represent and warrant to Purchaser the following:3.01
Organization,
 Standing and Authority of Seller.(a)
The Seller
 is duly organized, validly existing and in good standing under the laws of
 the State of New York. The Seller has all requisite power and authority to
 execute and deliver this Agreement and to perform its obligations hereunder.
 Seller is the same legal entity that formerly did business under the
 corporate name Novex Systems International, Inc., until its shareholders
 voted to change the name to American Home Food Products, Inc. at its annual
 shareholders meeting on January 28, 2005.(b)
The execution
 and delivery of this Agreement by the Seller along with the performance of
 the transactions contemplated herein have been duly authorized by all
 necessary corporate action on the part of the Seller. This Agreement and all
 documents required to be executed and delivered by the Seller hereunder
 constitute legal, valid and binding obligations of the Company that are
 enforceable against Seller in accordance with their terms.3.02
Government
 Authorizations. That to the best of Sellers
 knowledge, no consent, approval or authorization of, or declaration, filing
 or registration with, any federal, state, local or other governmental or
 regulatory authority is required in connection with the execution and
 delivery by Seller of this Agreement and the consummation by Seller of the
 transactions contemplated hereby. Seller willprovide
 Purchaser with all information necessary to affect the recording and transfer
 of the Proprietary Rights to the Purchaser.3.03
Proprietary
 Rights.(a)
Schedule
 3.02 lists all U.S. and foreign names, patents, patent applications, marks,
 trade names, trademarks, copyrights, copyright applications and logos used
 solely in the Business.(b)
Except as
 set forth on Schedule 3.03(b), no proceedings have been instituted or are
 pending or, to the best of Seller knowledge, threatened which challenge the
 validity of the ownership or use by Seller or the Business of the Proprietary
 Rights.(c)
Seller have
 no knowledge of the infringing use of any Proprietary Rights or the
 infringement of any of such Proprietary Rights by any other person.3.04
Compliance
 with Laws. Except as set forth on Schedule 3.04, the
 Business has substantially complied with and is in substantial compliance
 with all federal, state, local and foreign laws, statutes, regulations and
 judicial and/or administrative decisions applicable to the Business, except
 for any non-compliance which does not have, individually or in the aggregate,
 a Material Adverse Effect.3.05
Litigation.
 Except as set forth on Schedule 3.05, to the best of Seller knowledge, there
 is no suit, claim, action, arbitration, proceeding or investigation, pending
 or threatened, against Seller relating to the Business.3.06
Brokerage.
 No broker, finder or agent has acted directly or indirectly for Seller and/or
 the Business in connection with this Agreement or with the transactions
 contemplated hereby.3.07
Lien Waiver.
 Seller shall receive prior written approval from any and all holders of UCC-1
 security interests in the Business being purchased by the Purchasers pursuant
 to this Agreement and that at the Closing, such Business can be properly and
 rightfully conveyed to the Purchaser as the owner of the Business. Seller
 further represents that its closing of the purchase of 100% of the membership
 interests in Artisanal Cheese, LLC will precede the closing of this Agreement
 and that upon the closing of the Artisanal acquisition, the Business will be
 deemed a non-material asset of the Seller and that any and all claims against
 the Seller, whether known, unknown or contingent shall not be impaired by the
 Sellers sale of the Business to the Purchaser. Seller further represents
 that it satisfied all its obligations with its former lender, Dime Commercial
 Corp, which took a collateral assignment interest in the Proprietary Rights,
 and that such satisfaction is codified in a written release that the Seller
 will delivery as a condition to closing.3.08
Assumed
 Debt. Seller represents and warrants that
 obligations appearing on Schedule 2.02 are unsecured trade payables. Seller
 further represents that the claims are dormant, other than for Reed Database,
 and that the creditors no longer communicate with the Seller, nor respond to
 periodic confirmation of debt requests from the Sellers independent
 auditors.ARTICLE
IVREPRESENTATIONS AND WARRANTIES OF THE SELLING 
SHAREHOLDERS

(Intentionally
 Omitted  Seller is a publicly-traded company and the Agreement doesnt
 require shareholder approval).ARTICLE
VREPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Purchaser
 hereby represents and warrants to Seller the following:5.01
Organization,
 Good Standing and Authority of Purchaser.(a)
Purchaser is
 a corporation duly organized, validly existing and in good standing under the
 laws of State of Pennsylvania. Purchaser has all requisite power and
 authority to execute and deliver this Agreement and to perform its
 obligations hereunder.(b)
The
 execution and delivery by Purchaser and the performance by Purchaser of the
 transactions contemplated herein have been duly authorized by all necessary
 corporate action on the part of Purchaser. This Agreement and all documents
 required to be executed and delivered by Purchaser hereunder constitute
 legal, valid and binding obligations of Purchaser enforceable against
 Purchaser in accordance with their terms.5.02
No Conflict.
 Neither the execution and delivery of this Agreement nor the Purchasers
 performance of the transactions contemplated herein will violate or conflict
 with any provisions of Purchasers Articles of Incorporation or By-Laws.
 Purchase agrees that the consummation and closing of this Agreement shall
 terminate any rights that its affiliated entity, CGM, Inc, shall have in an
 Exclusive Licensing Agreement with the Seller.5.03
Brokers or
 Finders Fees. No broker, finder or agent has acted
 directly or indirectly for Purchaser in connection with this Agreement or
 with the transactions contemplated by this Agreement.5.04
No Financing
 Contingency. As of the Closing Date, Purchaser shall
 have sufficient cash, available lines of credit or other sources of
 immediately availablefunds to
 enable it to pay the Purchase Price and any other amounts to be paid by it
 hereunder in full, other than for the Assumed Debt.5.05
Litigation.
 There is no action, suit, investigation or proceeding pending, or to the
 knowledge of Purchaser threatened, against Purchaser before any court or
 arbitrator or any governmental body, agency or official which in any manner
 challenges or seeks to prevent, enjoin, alter or materially delay the
 transactions contemplated hereby.ARTICLE
VICOVENANTS

6.01
Accounts.
 On and after the Closing Date, Seller shall, within five (5) days after
 receipt, forward to Purchaser any monies received by Seller with respect to
 any goods and/or services delivered and/or performed by the Business after
 the Closing Date.6.02
Reasonable
 Efforts; Further Assurances. Subject to the terms
 and conditions of this Agreement, Purchaser and Seller will each use its
 reasonable efforts to take, or cause to be taken, all actions and to do, or
 cause to be done, all things necessary under applicable laws and regulations,
 to consummate the transactions contemplated by this Agreement. Seller and
 Purchaser each agree to execute and deliver such other documents,
 certificates, agreements and other writings and to take such other actions as
 may be necessary or desirable in order to consummate the transactions
 contemplated by this Agreement and to vest in Purchaser good title to the
 assets owned by the Company.6.03
Access.(a)
On and after
 the Closing Date, Purchaser will afford promptly to Seller and its agents
 reasonable access to the Business properties, books, records, employees and
 auditors to the extent necessary to permit Seller to determine any matter
 relating to its rights and obligations hereunder or to determine any matter
 relating to its rights and obligations with respect to any event occurring or
 period ending before the Closing Date (including, without limitation, the
 ability to make copies of books and records, as Seller deems necessary);
 provided that any such access by Seller shall not unreasonably interfere with
 the conduct of the Business.(b)
Within ten
 (10) days from the Closing, Seller shall deliver to the Purchaser customer
 files and related information about the Business in its possession.6.04
Plant
 Closing Notification. (Not Applicable).6.05
Taxes.(a)
Seller shall
 (i) timely file on or after the Closing Date, all Tax returns required to be
 filed by it for periods prior to the Closing Date and (ii) timely pay all
 Taxes due by it for periods prior to the Closing Date.(b)
Purchaser
 shall pay all transfer, documentary, sales, use, stamp, registration and
 other such taxes or fees incurred arising out of this Agreement.6.06
Disclosure
 Schedules.(a)
At any time
 and from time to time prior to the Closing Date, Seller may deliver to
 Purchaser revised Schedules as may be necessary to make the representations
 and warranties of Seller contained herein true on the date hereof and/or on
 and as of the Closing Date. Any delivery made by Seller pursuant to the
 preceding sentence shall not affect any right which Purchaser may have to
 elect not to close pursuant to Article IX if any matter disclosed in the
 revised Schedules has a Material Adverse Effect, but if Purchaser consummates
 the Closing, then the accuracy of the representations and warranties of
 Seller, whether made on the date hereof or on and as of the Closing Date,
 shall for all purposes of this Agreement be determined with reference to the
 Schedules as revised by Seller pursuant to the first sentence of this Section
 6.06(a). Seller shall provide Purchaser with such additional information in their
 possession as the Purchaser may reasonably request relating to any Schedules
 revised pursuant to this Section 6.06(a).(b)
If at any
 time prior to the date hereof or from the date hereof to the Closing Date,
 Purchaser is or becomes aware of any matter which should be disclosed by
 Seller in a Schedule, Purchaser shall promptly provide notice to Seller of
 such matter.6.07
Non-Compete
 Covenant. For a period of five (5) years measured
 from the effective date of this Agreement, Seller will not directly or
 indirectly engage in any business that competes with the Business being sold
 to the Seller. The covenant shall apply to the geographical area that
 includes the entire United States and all other countries and territories
 where the Proprietary Rights are being, or may be marketed by the Purchaser
 after the Closing Date.ARTICLE
VII
INDEMNIFICATION

7.01
Sellers
 Indemnification. Seller agrees to indemnify, defend
 and hold Purchaser, its directors, officers, employees, subsidiaries and
 affiliates, and the successors and assigns of any of the foregoing (Purchasers
 Indemnitees), harmless fromand against
 any and all claims, liabilities, obligations, demands, damages, losses,
 costs, expenses (including reasonable attorneys fees), fines, penalties,
 judgments and amounts paid in settlement imposed on, asserted against or
 incurred by Purchasers Indemnitees and which arise out of, in connection
 with, result from or are incident to any of the following (collectively, Purchasers
 Losses):(a)
misrepresentations
 or breaches of any representation or warranty (but only to the extent
 Purchaser has fully complied with its obligations set forth in Section
 6.06(b)), covenant, obligation or agreement of Seller in this Agreement or in
 any document or agreement furnished or to be furnished by Seller under this
 Agreement; and(b)
any claim of
 product liability or personal injury arising from products sold prior to the
 Closing Date;(c)
any
 liability for Taxes of Seller;(d)
any claim,
 action, suit or demand for any legal, administrative or other proceeding
 identified on Schedule 3.10;(e)
any
 liability arising from employee benefit plans retained by Seller, workers
 compensation or long-term disability claims arising from conduct or events
 occurring prior to the Closing Date, whether or not asserted as of the
 Closing Date; andall claims,
demands, damages, costs, expenses, losses, liabilities, penalties, fines, suits
and proceedings (including attorneys fees) arising or resulting from (i) the
violation of or the enforcement by any federal, state or local governmental
entity or any third party of any Environmental Laws or the remediation of
hazardous materials (as defined in the Environmental Laws) resulting from the
operation of the Business; (ii) any liability relating to the Business claimed
to arise under any Environmental Law, as now or hereafter enacted, reauthorized
or amended, arising out of facts or circumstances occurring prior to the
Closing Date, or otherwise arising out of or resulting from the operation of
the Business prior to the Closing Date; or (iii) conditions caused, events
occurring or activities at the Real Property or with respect to the Business
prior to the Closing Date which result in any emission, disposal, deposit,
contamination, release or discharge of hazardous materials or regulated
substances (whether on or off of the Real Property) covered or regulated by
Environmental Laws.

7.02
Purchasers
 Indemnification. Purchaser agrees to indemnify, defend
 and hold Seller, its directors, officers, employees, subsidiaries, affiliates
 and the successors and assigns, of any of the foregoing (Seller Indemnitees)
 harmless from and against any and all claims, liabilities, obligations,
 demands, damages, losses, costs, expenses (including reasonable attorneys
 fees), fines, penalties, judgments and amounts paid in settlement, imposed
 on, asserted against or incurred bySeller
 Indemnitees and which arise out of, in connection with, result from or are incident
 to any of the following (collectively, Seller Losses):(a)
misrepresentations
 or breaches of any representation or warranty, covenant, obligation or
 agreement of Purchaser in this Agreement or in any document or agreement
 furnished or to be furnished by Purchaser under this Agreement;(b)
any
 liabilities and/or obligations of the Business, provided the events or
 circumstances giving rise to any such liability and/or obligation occurred
 after the Closing Date.7.03
Claim for
 Indemnification. Any party seeking indemnification
 under the provisions of this Agreement, within ninety (90) days after the
 time it discovers that it has a claim against another party (a Personal
 Claim) or promptly upon receipt of written notice of any claim or
 the service of a summons or other initial legal process upon it in any action
 instituted against it which relates to this Agreement (a Third-Party Claim), shall
 give written notice of such claim, or the commencement of such action, to the
 party from whom indemnification will be sought hereunder.(a)
Third Party
 Claim. In the event of a Third-Party Claim, the
 party seeking indemnification (Tendering Party) shall tender the
 defense of such Third Party Claim to the party from whom indemnification is
 sought (Non-Tendering
 Party). The Non-Tendering Party shall, within ten (10) days after
 the receipt thereof, inform the Tendering Party in writing that the
 Non-Tendering Party will either:(i)
Accept the
 Tender of the Defense Without a Reservation of Rights.
 If the Non-Tendering Party agrees that the Third Party Claim is a claim for
 which indemnification is provided for pursuant to the terms of this Agreement
 (Proper
 Claim), the Non-Tendering Party shall accept the tender of the
 defense without a reservation of rights. In such an event the Non-Tendering
 Party shall control all aspects of the defense of such Third Party Claim and
 shall indemnify the Tendering Party in accordance with this Article VII.(ii)
Accept the
 Tender of the Defense With a Reservation of Rights.
 If the Non-Tendering Party questions whether the Third Party Claim is a
 Proper Claim, the Non-Tendering Party may accept the tender of the defense
 with a reservation of rights. In such an event, the Non-Tendering Party shall
 submit such Third Party Claim to arbitration immediately in order to
 determine whether it is a Proper Claim. While the arbitration is pending, the
 Non-Tendering Party shall control all aspects of the defense of such Third
 Party Claim. If the decision of the arbitrator(s) is that it is:(A)
a Proper
 Claim, and the Third Party Claim is still pending, the Non-Tendering Party
 shall continue the defense of such Third Party Claim and shall defend,
 indemnify and hold the Tendering Party harmless in accordance with this
 Article VII;(B)
a Proper
 Claim, but the Third Party Claim has already been concluded, the
 Non-Tendering Party shall indemnify and hold the Tendering Party harmless in
 accordance with this Article VII;(C)
a claim for
 which indemnification is not provided for pursuant to the terms of this
 Agreement (Improper Claim), and the Third Party Claim is still
 pending, the Non-Tendering Party shall return all aspects of the defense of
 such Third Party Claim immediately to the Tendering Party. In such an event,
 the Tendering Party shall assume the control of all aspects of the defense of
 such Third Party Claim immediately and shall reimburse the Non-Tendering
 Party for all costs and Expenses (including, but not limited to, reasonable
 attorneys fees) incurred by the Non-Tendering Party in the defense of such
 Third Party Claim; or(D)
an Improper
 Claim, but the Third Party Claim has already been concluded, the Tendering
 Party shall reimburse the Non-Tendering Party for all costs and expenses
 (including, but not limited to reasonable attorneys fees) incurred by the
 Non-Tendering Party in the defense of such Third Party Claim and shall
 reimburse the Non-Tendering Party for all amounts paid by the Non-Tendering
 Party for judgments or settlements relating to such Third Party Claim.(iii)
Reject the
 Tender of the Defense. If the Non-Tendering Party
 decides that the Third Party Claim is an Improper Claim, the Non-Tendering
 Party shall reject the tender of the defense. In such an event, the
 Non-Tendering Party shall submit such Third Party Claim to arbitration
 immediately in order determine whether it is a Proper Claim. While the
 arbitration is pending, the Tendering Party shall control all aspects of the
 defense of such Third Party Claim. If the decision of the arbitrator(s) is
 that it is:(A)
a Proper
 Claim, and the Third Party Claim is still pending, the Tendering Party shall
 transfer the control of all aspects of the defense of such Third Party Claim
 to the Non-Tendering
  Party. The Non-Tendering Party shall assume the defense of such Third Party
  Claim immediately and shall reimburse the Tendering Party for all costs and
  expenses (including, but not limited to, reasonable attorneys fees) incurred
  by the Tendering Party in the defense of such Third Party Claim and shall
  defend, indemnify and hold the Tendering Party harmless in accordance with
  this Article VII;(B)
a Proper
  Claim, but the Third Party Claim has already been concluded, the
  Non-Tendering Party shall indemnify and hold the Tendering Party harmless in
  accordance with this Article VII;(C)
an Improper
  Claim, and the Third Party Claim is still pending, the Tendering Party shall
  continue to control all aspects of the defense of such Third Party Claim; or(D)
an Improper
  Claim, but the Third Party Claim has already been concluded, the Tendering
  Party shall bear all Losses incurred by the Tendering Party relating to such
  Third Party Claim.(b)
Personal
  Claim. In the event of a Personal Claim, the party
  from whom indemnification is sought (Indemnifying Party) shall, within
  thirty (30) days after the receipt of the claim for indemnification, send
  written notice to the party seeking indemnification (Indemnified Party)
  indicating whether the claim is disputed. If the claim is disputed, the
  Indemnifying Party shall submit the matter to arbitration in order to
  determine if it is a Proper Claim and, if it is a Proper Claim, to determine
  the amount of such claim. To the extent that the arbitrator(s) rules that a
  Personal Claim is a Proper Claim and/or to the extent that a Personal Claim
  is not disputed, the Indemnifying Party shall promptly indemnify the
  Indemnified Party in accordance with Article VII.7.04
Arbitration
  Procedure. Any arbitration conducted pursuant to
  this Article VII shall be conducted in accordance with the rules of the
  American Arbitration Association. If a party is required to submit a matter
  to arbitration pursuant to Section 7.04, and such party fails or refuses to
  do so within ten (10) days, the other party may submit the matter to
  arbitration. In any matter which is submitted to arbitration pursuant to this
  Article VII, the party seeking indemnification shall bear the burden of
  proof. If the prevailing party is the party seeking indemnification, the
  prevailing party shall be entitled to receive from the indemnifying party all
  sums due under the indemnification provisions plus all costs and reasonable
  attorneys fees incurred by the prevailing party relating to the arbitration.7.05
Limitation
  on Indemnification. The indemnification obligations
  of Seller provided for in Section 7.01 shall upon the expiration of any
  applicable statue of limitations with respect the claim filed. The
  indemnification obligations of the Purchaser shall expire one (1) year from
  the Closing Date.ARTICLE
VIIICONDITIONS PRECEDENT TO SELLERS OBLIGATIONS

Notwithstanding
the execution and delivery of this Agreement or the performance of any part
hereof, Seller obligations to consummate the transactions contemplated by this
Agreement shall be subject to the satisfaction of each of the conditions set
forth in this Article VIII by the time for Closing on the Closing Date, except
to the extent that such satisfaction is waived in writing by Seller.

8.01
Representations
  and Warranties of Purchaser. All representations and
  warranties made by Purchaser in this Agreement shall be true and correct in
  all respects on the date hereof, and shall be true and correct in all
  respects on the Closing Date as though such representations and warranties
  were again made, without exception or deviation, on the Closing Date.8.02
Performance
  of this Agreement. Purchaser shall have duly
  performed or complied with all the obligations under this Agreement to be
  performed or complied with by Seller on or prior to the Closing Date.8.03
Absence of
  Proceedings. No proceeding shall have been
  instituted or threatened on or before the Closing Date by any Person, the
  result of which did or could prevent or make illegal the consummation of all
  or any of the transactions contemplated by this Agreement, or which had or
  could have a material adverse effect on the business of Purchaser.ARTICLE
IXCONDITIONS PRECEDENT TO PURCHASERS OBLIGATIONS

Notwithstanding
the execution and delivery of this Agreement or the performance of any part
hereof, Purchasers obligation to consummate the transactions contemplated by
this Agreement shall be subject to the satisfaction of each of the conditions
set forth in this Article IX by the time for Closing on the Closing Date,
except to the extent that such satisfaction is waived by Purchaser in writing.

9.01
Representations
  and Warranties of Seller. All representations and
  warranties made by the Seller in this Agreement shall be true and correct in
  all respects on the date hereof, and shall be true and correct in all
  respects on the Closing Date as thoughsuch
  representations and warranties were made again, without exception or
  deviation, on the Closing Date.9.02
Material
  Adverse Effect. There shall not exist any matter on
  the Closing Date which has a Material Adverse Effect and which was not
  disclosed to Purchaser in a Schedule on the date hereof.9.03
Performance
  of this Agreement. Seller shall have duly performed
  or complied with all of the covenants and obligations under this Agreement to
  be performed or complied with by them on or prior to the Closing Date.9.04
Absence of
  Proceedings. No proceeding shall have been
  instituted or threatened on or before the Closing Date by any Person against
  Seller the result of which did or could prevent or make illegal the
  consummation of all or any of the transactions contemplated by this
  Agreement.ARTICLE
XCLOSING

10.01
Closing.
  The closing of the purchase and sale of the Assets pursuant to this Agreement
  (Closing)
  shall take place on the same closing day as the Seller planned transaction to
  acquire Artisanal Cheese, LLC, (Closing Date), at the offices of
  Artisanals Counsel in the Borough of Manhattan in New York City, or at such
  other place as may be mutually agreed upon by the parties. The Closing shall
  be effective as of 12:00:01 a.m. on the Closing Date.10.02
Deliveries
  of Seller. Seller shall deliver to Purchaser at the
  Closing:(a)
a corporate
  resolutions signed by the Sellers president authorizing the execution,
  delivery and performance of this Agreement and all other agreements,
  documents and instruments relating hereto and the consummation of the
  transactions contemplated in this Agreement, which certification shall recite
  that such resolutions have not been subsequently amended, modified or
  rescinded and are in full force and effect;(b)
the Bill of
  Sale in the form attached hereto as Schedule 10.02(b) (Bill of Sale);(c)
Non-Compete
  Agreement by the Seller;(d)
all
  documents pertaining to the Sellers ownership of the Proprietary Rights;(e)
Release from
  Dime Commercial Corp.;(f)
such other
  Closing documents as Purchaser may reasonably request.10.03
Deliveries
  of Purchaser. Purchaser shall deliver to Sellers at
  the Closing:(a)
the cash
  amount equal to the Purchase Price in this Agreement (less the Deposit);(b)
a
  corporate resolution signed by the Purchasers president authorizing the
  execution, delivery and performance of this Agreement and all other
  agreements, documents and instruments relating hereto and the consummation of
  the transactions contemplated in this Agreement, which certification shall recite
  that such resolutions have not been subsequently amended, modified or
  rescinded and are in full force and effect;(c)
all
  accrued and outstanding payments due to the Seller by CGM, Inc. for paid
  royalty revenues due under the Exclusive Licensing Agreement up to the
  Closing; and(d)
such
  other Closing documents as Purchaser may reasonably request.ARTICLE
XIEXPENSES

Purchaser
and Seller will bear their own respective expenses, including, without
limitation, counsel and accountants fees, in connection with the preparation
and negotiation of, and transactions contemplated under, this Agreement.

ARTICLE
XIIMISCELLANEOUS

12.01
Notices.
  Any notices, requests, claims, demands, instructions and other communications
  to be given hereunder to any party shall be in writing and delivered in
  person, sent by certified mail, postage prepaid, return receipt requested, or
  by facsimile transmission with a confirmed telephonic transmission answer
  back, to the following addresses (or at such other address or number as is
  given in writing by one party to the others pursuant hereto):If to
  Seller:

American
  Home Foods Products42 Forest
  LaneBronxville,
  New York 10708Attn: Daniel
  W. DoweTelephone No.:
  (914)-961-7828Telecopy No.: (914)-337-0846Email: ddowe@ix.netcom.comIf to
  Purchaser:

Mr. Peter
  Terreri1445 Ford
  RoadBensalem, PA
  19020Telephone
  No.: 215-638-4400Telecopy No.: 215-638-7949Email: prterreri@aol.com12.02
Amendments.
  This Agreement may be amended only upon the mutual written consent of the
  parties hereto.12.03
Duplicates,
  Originals Counterparts. This Agreement may be
  executed in counterparts, each of which shall be deemed to be an original,
  but all of which together shall constitute one and the same agreement.12.04
Entire
  Agreement. This Agreement, including the Schedules
  hereto, constitutes the entire agreement between the parties with respect to
  the subject matter hereof and supersedes all prior agreements and
  understandings between the parties. There are no representations, warranties,
  undertakings or agreements between the parties with respect to the subject
  matter of this Agreement except as set forth herein.12.05
Non-Assignability.
  Neither of the parties hereto may assign its rights, interests, obligations
  or liabilities under this Agreement or delegate its duties without the prior
  written consent of the other party.12.06
Public
  Announcements. Seller and Purchaser shall consult
  with each other before issuing any press release or otherwise making any
  public statement relating to the transactions contemplated hereby, and shall
  not issue any such press release or make any such public statement without
  the consent of the other party (which consent shall not be unreasonably
  withheld or delayed) except as may be required by law.12.07
Headings.
  The headings contained in this Agreement are for convenience of reference
  only and shall not affect the interpretation of this Agreement.12.08
Governing
  Law. This Agreement shall be governed and construed
  in accordance with the laws of the State of New York. All parties to this
  Agreement 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.12.09
Severability.
  In the event any term or provision of this Agreement shall be deemed to be
  illegal, invalid or unenforceable for any reason, such illegality,invalidity
  or unenforceability will not affect any other term or provision of this
  Agreement and the parties shall endeavor to replace the invalid or null and
  void provision(s) with such which correspond best to the intentions of the
  parties hereto.IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
hereinbefore stated.

WITNESS:

AMERICAN
  HOME FOOD PRODUCTS, INC.By:Title:Addr:WITNESS:(Print
  Entity Name)By:Title:Addr: