**Exhibit 10.58**
**LOAN AGREEMENT**
THIS AGREEMENT between FOOD INVESTORS CORPORATION (“FIC”), and CUISINESOLUTIONS, INC., a Delaware corporation, with its principle place of businessin the State of Virginia (“CSI”) is made in the following terms and conditions:
FIC, hereafter referred as the “lender”, agrees to lend CSI, hereafter referredas the “borrower”, the amount of three hundred thousand (300,000) US Dollars,upon these terms and conditions set forth below.
**Article 1: Amount of the loan**
THREE HUNDRED THOUSAND US DOLLARS (US$300,000), initially in one single advanceof three Hundred Thousand Dollars, which will be paid by FIC by wire transferof immediately available funds into the CSI bank account number 2000073692126at WACHOVIA Bank. Amounts repaid may be re-borrowed upon the written request ofborrower and advanced in the manner set forth in the preceding sentence. CSIshall make notations in its books and records as to loan amounts borrowed andrepaid and the dates thereof, which shall be binding on the partied absentmanifest error.
**Article 2: Purpose of the loan**
The loan will be used to finance short-term operations for the borrower.
**Article 3: Effective Date, duration and repayment**
The loan is immediately payable 90 days after the line of credit agreement withBank of Charles Town is finalized and the funds are made available to CuisineSolutions. This agreement shall be effective as of June 10, 2004. The durationof the loan will be a maximum of six months, and the loan will mature and bedue and payable on December 10, 2004 (the “maturity date”).
**Article 4: Availability of the funds**
The lender agrees to make the funds of the loan available to the borrowerwithin five business days of the execution of this agreement.
**Article 5: Terms of the loan**
The rate of interest of this loan is 6% per annum, payable at maturity.
If the loan is extended, the interest due on the initial maturity date may atCSI’s election, be capitalized and the increased principal will be payable onthe extended maturity date.
The interest shall be computed on the basis of the number of days elapsedbetween the day the funds are made available and the day the interest is paid,and the calculation on the basis of a year of 365 (three hundred and sixtyfive) days.
 

 

Interest will accrue on any payment not made by CSI at the due date of thisloan at the same rate as specified above, without any action or notice anddemand, from the due date until the complete repayment.
**Article 6: Option to pay in advance**
The borrower will have the option to pay the loan in advance, totally orpartially, at any time, without any prepayment premium or penalty, upon atleast two business days advance notice to the lender. Payments hereunder shallbe applied first to accrued interest and then to principal.
**Article 7: Notices**
All notices or demands pursuant to this loan agreement shall be in writing andshall be sent by letter or telefax to each party at its address underneath itssignature below and shall be deemed received upon actual receipt.
**Article 8: Governing law, Jurisdiction**
This agreement shall be governed by and construed in accordance with theinternal laws of the Commonwealth of Virginia.
In case of dispute, the parties to this agreement will submit the same tobinding arbitration in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association.
**Article 9: Costs**
Each party shall pays its own fees, expenses and disbursements in relation withthe negotiation and drafting of this agreement and any other agreements andinstruments to be executed pursuant to this agreement.
IN WITNESS WHEREOF, the undersigned have executed and delivered this agreementthis 10th day of June, 2004.     Food Investors Corporation   Cuisine Solutions, Inc     By */s/ Jean-Louis Vilgrain*   By */s/ Stanislas Vilgrain*     Name: Jean-Louis Vilgrain   Name: Stanislas VilgrainTitle: Chairman   Title: CEO     Address for Notices:   Address for Notices:85 South Bragg Street   85 South Bragg StreetSuite 600   Suite 600Alexandria, VA 22312   Alexandria, VA 22312