**Exhibit 10.59**
**CREDIT AGREEMENT**
     THIS CREDIT AGREEMENT (as the same may be amended, modified orsupplemented from time to time, the “Agreement”) dated as of the 25th day ofJune, 2004 by and between BANK OF CHARLES TOWN, a West Virginia bankingcorporation (the “Bank”), and CUISINE SOLUTIONS, INC., a Delaware corporation(the “Borrower”), recites and provides:
**RECITALS**
     Subject to the terms of this Agreement, the Bank agrees to establish aworking capital line of credit (the “Line”) in favor of the Borrower.The Bank and the Borrower agree that advances under the Line shall be made onthe following terms, covenants and conditions.
**AGREEMENT**
     ACCORDINGLY, for and in consideration of the mutual covenants set forth inthis Agreement and other good and valuable consideration, the receipt andsufficiency of which are acknowledged, the Bank and the Borrower agree asfollows:
SECTION 1. The Line
     1.1 Amount and Purpose.
          (a) Subject to the terms and conditions of this Agreement, the Bank agreesto make advances under the Line to the Borrower from time to time. Theaggregate principal amount of advances under the Line outstanding at any timeshall not exceed the lesser of $2,500,000 or the Borrowing Base (as definedbelow). Within this limit, the Borrower may borrow, repay and reborrow untilSeptember 1, 2005 (as extended from time to time in accordance with theprovisions set forth below, the “Termination Date”).
          (b) Each request for an advance under the Line shall be made by writtennotice from the Borrower to the Bank, given not less than two business daysprior to the date of the advance. The proceeds of advances under the Lineshall be used to carry accounts receivable and inventory and for othershort-term working capital purposes. The Borrower also may request that theBank issue letters of credit for the account of the Borrower from time to time.The Bank shall not be required to issue any letter of credit unless the form,term and purpose for which the letter of credit is to be issued are approved bythe Bank in its sole discretion. Each letter of credit issued by the Bank forthe account of the Borrower shall be treated as an outstanding advance underthe Line for the purposes of this Agreement. Advances under the Line shall becredited to the operating account of the Borrower with the Bank.
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     1.2 Borrowing Base.
          (a) The “Borrowing Base” shall mean, at any time, the sum of 80% of theEligible Receivables plus 50% of Eligible Inventory, valued at the lower ofcost or market value, on a last-in, first out basis.
          (b) “Eligible Receivables” means accounts receivable of the Borrower (1)that represent valid obligations incurred by a customer of the Borrower (a“Customer”) for goods shipped or delivered or services completed under validand binding contracts of sale, lease or service; (2) with respect to which theBorrower has no knowledge or notice of any inability of the Customer to makefull payment; (3) from the face amounts of which have been deducted allpayments, setoffs, amounts subject to adverse claims made in writing to theBorrower, contractual allowances, bad debt reserves and other applicablecredits; (4) that are subject to no liens or encumbrances; (5) that continue tobe in full conformity with the applicable representations and warranties madeby the Borrower to the Bank in the Security Agreement (as defined below); (6)with respect to which the Bank is and continues to be satisfied with the creditstanding of the Customer; (7) on which the Customer is not an affiliate of theBorrower; and (8) that have been billed to the appropriate Customer and areaged less than 90 days from the date of the initial invoice. Notwithstandingthe foregoing provisions, if the Bank reasonably determines that thecollectibility of any account receivable makes it unacceptable for inclusion inthe Borrowing Base and gives written notice to the Borrower indicating thereasons for such determination, then such account receivable shall be excludedfrom the category of Eligible Receivables from the date of such notice.
          (c) “Eligible Inventory” means, as applied to the Borrower, goods, asdefined under Article 9 of the West Virginia Uniform Commercial Code, which areowned and held for sale by the Borrower in the ordinary course of theBorrower’s business and in which the Bank has a perfected security interest,but excludes the following, unless otherwise specifically approved in writingas being eligible by the Bank: (1) goods held for lease; (2) goods that are tobe furnished under a contract of service; (3) work in process; (4) materialsused or consumed in the Borrower’s business; (5) farm products; (6) goods whichhave been held for sale by the Borrower for a period of 12 months or more; (7)damaged, broken, flawed, imperfect, inoperable, discounted, returned,repossessed or reclaimed goods; (8) goods held for sale to an affiliate or asubsidiary of the Borrower; (9) goods being sold by others on “sale or return”or under some other consignment arrangement with the Borrower; (10) goods ofanother being sold on consignment by the Borrower; (11) goods located outsideof the borders of the United States of America, (12) goods located in theborders of the United States of America but in the possession of someone elsewithout the Borrower having appropriate warehouse receipts or other negotiabledocumentation evidencing a valid bailment and the ownership of the goods by theBorrower; and (13) goods which are subject to a lien or security interest infavor of someone other than Bank, whether a superior lien or security interestor an inferior lien or security interest.
     1.3 Interest. Advances made under the Line shall bear interest ata rate per annum equal to the Prime Rate plus 0.50%, adjusted daily when and asthe Prime Rate is changed. The
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“Prime Rate” shall mean the Wall Street Journal Prime Rate, whichis the highest Prime Rate published in the “Money Rates” section of the *WallStreet Journal*from time to time. Accrued interest shall be payable monthly,in arrears, on the first day of each month, beginning on August 1, 2004.
     1.4 Line Note. The Borrower’s obligations to pay the principalamount of all advances of the Line, together with accrued interest, shall beevidenced by a promissory note, in form and substance satisfactory to the Bank,in the principal amount of the Line, made by the Borrower and payable to theorder of the Bank (as the same may be amended, modified or supplemented fromtime to time, the “Line Note”). The unpaid principal balance of theLine Note, and all accrued and unpaid interest thereon, shall be due andpayable in full on the Termination Date. The Borrower shall prepay the LineNote to the extent that the aggregate amount of outstanding advances under theLine exceeds the Borrowing Base at any time.
     1.5 Extensions. The Bank may elect from time to time, in its solediscretion, to extend the Termination Date. During any period or periods ofextension, all of the remaining terms and conditions of this Agreement shallremain in full force and effect.
SECTION 2. Payments, Computations, Fees and Charges
     2.1 Payments. All payments due with respect to this Agreement andthe Line shall be made in immediately available funds to the Bank at its officeat 111 East Washington Street, Charles Town, West Virginia 25414. The Bank isauthorized, but shall be under no obligation, to charge any deposit accountmaintained by the Borrower with the Bank for any payments due to the Bank withrespect to this Agreement or the Line. Payments shall be applied first toaccrued late charges, next to accrued fees, next to accrued interest and thento principal.
     2.2 Default Charges. If any payment due under the Line Note is notmade within ten days of its due date, the Borrower shall pay to the Bank a latecharge equal to 5% of the amount of such payment. Upon the occurrence andduring the continuation of an Event of Default under this Agreement, the rateat which interest accrues on the Line Note shall be increased to an amountequal to the rate of interest then in effect under the Line Note plus 2.00% perannum.
     2.3 Fees. The Borrower agrees to pay the to the Bank a one-timeloan fee equal to $6,250 on or before June 15, 2004.
     2.4 Computations. Interest and fees shall be computed on the basisof a year of 360 days and actual days elapsed.
     2.5 Increased Costs. The Borrower agrees to reimburse the Bank forany regulatory costs or expenses incurred by the Bank in connection with itsobligations under this Agreement, including, without limitation, costs arisingout of the Bank’s compliance with capital adequacy guidelines, reserverequirements and deposit insurance regulations. A statement of the costsincurred shall be rendered to the Borrower by the Bank, setting forth themethod of calculation,
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and such increased costs shall be paid to the Bank by the Borrower within30 days after such statement is received by the Borrower.
SECTION 3. Security 
     3.1 Indebtedness. As used in this Agreement, the term“Indebtedness” means all present and future indebtedness of the Borrowerto the Bank, whether direct or indirect, fixed or contingent, due or to becomedue, several, joint or joint and several, including, without limitation, theLine, the Line Note, the obligations of the Borrower to the Bank with respectto any letter of credit issued by the Bank for the account of the Borrower andoverdrafts in any deposit account maintained by the Borrower with the Bank.
     3.2 Collateral. The Indebtedness is secured by the following (the“Collateral”):
          (a) UCC Collateral. A first priority security interest in all ofthe Borrower’s present and future accounts, chattel paper, deposit accounts,documents, instruments, general intangibles, inventory, investment property,letter-of-credit rights (whether or not the letter of credit is evidenced by awriting), supporting obligations and all proceeds and products of all of theforegoing (the “UCC Collateral”), other than any accounts of theBorrower and securities and monies held therein from time to time maintained atWachovia Bank, N.A. (“Wachovia”), securing Borrower’s reimbursementobligations with respect to that certain letter of credit issued by Wachoviafor the account of Borrower (the “Wachovia Collateral”). The securityinterest of the Bank in the UCC Collateral shall be subject to a securityagreement, in form and substance acceptable to the Bank, from the Borrower infavor of the Bank (as amended, modified or supplemented from time to time, the“Security Agreement”); and
          (b) Deed of Trust. A limited recourse credit line deed of trust,in form and substance acceptable to the Bank, from Food Investors Corporation,a Delaware corporation (the “Grantor”) to C. Christopher Giragosian andKevin F. Hull, as trustees, in the amount of $2,500,000 (as amended, modifiedor supplemented from time to time, the “Deed of Trust”) creating a firstlien against the approximately 345.55 acres of land, and improvements thereonowned by the Grantor and located at 40506 Tamworth Farm Lane, Leesburg, LoudounCounty, Virginia, as more particularly described in the Deed of Trust (the“Real Estate”). The Bank agrees that it shall release the lien of theDeed of Trust provided that at the time of such release, the Borrower or theGrantor assigns to the Bank, as security for the Indebtedness, and on theBank’s standard assignment form, a deposit account maintained at the Bank inthe amount of $2,500,000.
SECTION 4. Conditions
     4.1 Conditions Precedent to Closing. In addition to any otherconditions stated in this Agreement, the following conditions must be satisfiedprior to the Bank making the first disbursement under this Agreement:
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          (a) Loan Documents. Receipt by the Bank of appropriately completedand duly executed originals of this Agreement, the Line Note, the SecurityAgreement and, the Deed of Trust, (collectively, together with any otherdocuments executed and delivered in connection with the Indebtedness, the“Loan Documents”);
          (b) Corporate Documents. Receipt by the Bank of (1) certifiedcopies of the articles or certificate of incorporation and bylaws of theBorrower and the Grantor, (2) appropriate resolutions of the boards ofdirectors of the Borrower and the Grantor authorizing the execution, deliveryand performance of the Loan Documents, (3) current certificates as to the goodstanding or qualification to do business, as applicable, of the Borrower andthe Grantor in their respective states of incorporation and each other state inwhich either does business, and (4) certificates of the secretaries of theBorrower and the Grantor as to the incumbency and signatures of the officers ofsuch corporations authorized to execute and deliver the Loan Documents;
          (c) Opinion. Receipt by the Bank of the opinion of DicksteinShapiro Morin & Oshinsky LLP, counsel to the Borrower and the Grantor. Byexecuting this Agreement, the Borrower directs such counsel to deliver suchopinion;
          (d) Insurance. Receipt by the Bank of evidence that all insurancerequired by the Loan Documents has been obtained;
          (e) Financing Statements. Financing statements necessary toperfect the Bank’s security interest in the UCC Collateral shall be duly filedin all appropriate offices and jurisdictions, all other financing statementscovering any of the UCC Collateral shall be terminated (other than thosepermitted by this Agreement), and filing and recording receipts evidencing suchfilings and terminations shall be delivered to the Bank, all in form andsubstance satisfactory to the Bank;
          (f) Real Estate Documents. The Deed of Trust shall be recordedamong the land records of Loudoun County, Virginia, and the Bank shall receiveand approve the following:
          (1) Appraisal. An appraisal of the Real Estate, prepared byan appraiser acceptable to the Bank, reflecting a value of not less than$5,000,000;
          (2) Title Insurance. A mortgagee title insurance policyinsuring the lien of the Deed of Trust and containing only suchexceptions as may be approved by the Bank in its sole discretion;
          (3) Survey. A current survey of the Real Estate conformingto the minimum standards established by the American Land TitleAssociation and the ACSM;
          (4) Environmental Audit. An environmental audit of the RealEstate prepared by an environmental consulting firm acceptable to theBank, confirming that the Real Estate is in compliance with allapplicable environmental laws;
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          (5) Compliance with Laws. Certificates of architects,engineers or public officials confirming that the Real Estate and its useare in compliance with all applicable zoning, land use, subdivision andbuilding codes, ordinances, laws and regulations; and
          (g) Flood Hazard. Evidence that no part of the improvementsforming a part of the Real Estate is located in a special flood hazard area;
          (h) Landlord Waivers. Receipt by the Bank of such landlord andmortgagee waivers as it deems to be necessary to protect its security interestin the UCC Collateral;
          (i) No Default. No event shall have occurred and be continuingthat constitutes an Event of Default (as defined below), or that wouldconstitute an Event of Default but for the requirement that notice be given orthat a period of time elapse, or both;
          (j) Representations. All representations and warranties containedin this Agreement shall be true and correct as of the date of the firstdisbursement under this Agreement; and
          (k) Satisfactory Documents. All documents delivered pursuant tothis Agreement must be in form and substance satisfactory to the Bank and itscounsel, and all legal matters incident to this Agreement must be satisfactoryto the Bank’s counsel.
     4.2 Subsequent Disbursements. The following conditions must besatisfied prior to any subsequent disbursements under this Agreement:
          (a) No Default. No event shall have occurred and be continuingthat constitutes an Event of Default (as defined below), or that wouldconstitute an Event of Default but for the requirement that notice be given orthat a period of time elapse, or both, either before or after suchdisbursement;
          (b) Representations. All representations and warranties containedin this Agreement shall be true and correct as of the date of the disbursementwith the same effect as though made on such date, both before and after givingeffect to such disbursement, except that the representations and warranties setforth in Section 5.4 shall be deemed to apply to the most recent financialstatements furnished by the Borrower to the Bank prior to such disbursement;
          (c) Borrowing Base Certificate. If required by the Bank, aBorrowing Base Certificate (as defined below), setting forth a calculation ofthe Borrowing Base as of the date of the applicable disbursement; and
          (d) Legal Matters. All legal matters incident to the advance ofthe disbursement will be satisfactory to the Bank and its counsel.
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     Each borrowing by the Borrower shall be deemed to be a representation andwarranty by the Borrower on the date of such borrowing as to matters specifiedabove in subparagraphs (b) and (c) of this Section 4.2.
SECTION 5. Representations and Warranties
     In order to induce the Bank to extend credit to the Borrower, the Borrowerrepresents and warrants as follows:
     5.1 Organization. The Borrower is a corporation duly organized,validly existing and in good standing under the laws of the state of itsincorporation, and is duly qualified as a foreign corporation and in goodstanding under the laws of each other jurisdiction in which such qualificationis required.
     5.2 Execution and Delivery. The Borrower has the corporate power,and has taken all the necessary corporate actions, to execute and deliver andperform its obligations under the Loan Documents, and the Loan Documents, whenexecuted and delivered, will be binding obligations of the Borrower,enforceable in accordance with their terms.
     5.3 Corporate Power. The Borrower has the corporate power andauthority to own its properties and to carry on its business as now beingconducted.
     5.4 Financial Statements. All financial statements and informationdelivered to the Bank by the Borrower (including, without limitation, theBorrower’s audited financial statements for its fiscal year ending on June 28,2003 were prepared in accordance with generally accepted accounting principles,are correct and complete and present fairly the financial conditions, andreflect all known liabilities, contingent or otherwise, of the Borrower as ofthe dates of such statements and information, and since such dates no materialadverse change in the assets, liabilities, financial condition, business oroperations of the Borrower has occurred.
     5.5 Taxes. All tax returns and reports of the Borrower required bylaw to be filed have been duly filed, and all taxes, assessments, othergovernmental charges or levies (other than those presently payable withoutpenalty or interest and those that are being contested in good faith inappropriate proceedings) upon the Borrower and upon any of its properties,assets, income or franchises, that are due and payable have been paid.
     5.6 Litigation. Except as set forth in the Borrower’s annualreport filed with the Securities and Exchange Commission on Form 10-K for thefiscal year ended on June 28, 2003 and any quarterly report on Form 10-Q forthe following three fiscal quarters (collectively, the “CurrentFilings”) there is no action, suit or proceeding pending or, to theknowledge of the Borrower, threatened against or affecting the Borrower that,either in any case or in the aggregate, may result in any material adversechange in the business, properties or assets or in the condition, financial orotherwise, of the Borrower, or that may result in any material liability on thepart of the Borrower, or that questions the validity of any of the LoanDocuments or any
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action taken or to be taken in connection with the Loan Documents(collectively, a “Material Adverse Effect”).
     5.7 No Breach. The execution and delivery of the Loan Documents,and compliance with the provisions of the Loan Documents, will not conflictwith or violate any provisions of law or conflict with, result in a breach of,or constitute a default under the charter or bylaws of the Borrower, anyjudgment, order or decree binding on the Borrower, or any other agreements towhich the Borrower is a party.
     5.8 No Defaults. The Borrower is not in default with respect toany debt, direct or indirect, which default could reasonably be expected tohave a Material Adverse Effect.
     5.9 Compliance. The Borrower is in compliance in all materialrespects with all applicable laws and regulations, including, withoutlimitation, the Employee Retirement Income Security Act of 1974, as amended(“ERISA”).
     5.10 Approvals. No authorizations, approvals or consents of, andno filings and registrations with, any governmental or regulatory authority oragency are necessary for the execution, delivery or performance of the LoanDocuments by the Borrower.
     5.11 Title to Assets. The Borrower has good and marketable titleto all assets purported to be owned by it, as reflected in the financialstatements delivered to the Bank pursuant to this Agreement, subject only tothe liens and security interests permitted by this Agreement.
     5.12 Use of Proceeds. The proceeds of the advances under the Lineshall be used only for the purposes described in this Agreement. No proceedsof any advance shall be used to purchase or carry any margin stock, as suchterm is defined in Regulation U of the Board of Governors of the FederalReserve System.
SECTION 6. Covenants of the Borrower
     In consideration of credit extended or to be extended by the Bank, theBorrower covenants and agrees as follows:
     6.1 Financial Information. The Borrower shall deliver to the Bank,(a) within 90 days after the close of each of its fiscal years, auditedfinancial statements of the Borrower and its subsidiaries, prepared inaccordance with generally accepted accounting principles, including aconsolidated balance sheet and consolidated statements of income, stockholders’equity and cash flow, prepared by an independent certified public accountantacceptable to the Bank, who shall render an unqualified opinion with respect tosuch financial statements; (b) within 45 days after the conclusion of eachquarter of each fiscal year of the Borrower consolidated and consolidatingfinancial statements of the Borrower and its subsidiaries, includingconsolidating and consolidated balance sheets and income statements, preparedin accordance with generally accepted accounting principles and certified to beaccurate by the president, treasurer or chief
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financial officer of the Borrower; (c) within 15 days after the end ofeach four week accounting period of the Borrower a schedule of all outstandingaccounts receivable of the Borrower as of the last day of the such accountingperiod showing the age of such accounts receivable in intervals of not morethan 30 days, and a summary of inventory by location and type with a supportingperpetual inventory report, in each case accompanied by such supporting detailand documentation as shall be requested by the Bank; together with acertificate of the president, treasurer or chief financial officer of theBorrower setting forth a computation of the Eligible Receivables and theEligible Inventory and the amount available to be borrowed under the Line as ofthe last day of such accounting period (the “Borrowing BaseCertificate”), each of which shall be in form and detail satisfactory tothe Bank; (d) as soon as available, copies of all management reports providedto the board of directors of the Borrower by its independent public accountantsand all other reports filed by the Borrower with the Securities and ExchangeCommission; (e) from time to time, such other financial data and informationregarding the Borrower or the Collateral as the Bank reasonably may request.So long as the Borrower is subject to the Securities Exchange Act of 1934reporting requirements, annual reports on Form 10-K and quarterly reports onForm 10-Q filed with the Securities Exchange Commission will satisfyrequirements of (a) and (b) if delivered to the Bank within time periodsrequired by such clauses.
     6.2 Taxes. The Borrower shall pay or cause to be paid all taxes,assessments or governmental charges lawfully levied or imposed on or against itand its properties prior to the time they become delinquent; provided that thiscovenant shall not apply to any tax, assessment or charge that is beingcontested in good faith and with respect to which adequate reserves asdetermined in good faith the Borrower have been established and are beingmaintained.
     6.3 Compliance with Laws. The Borrower shall comply with allapplicable laws and regulations, including, without limitation, ERISA, thefailure to comply with which could reasonably be expected to have a MaterialAdverse Effect.
     6.4 Maintain Existence. The Borrower shall maintain its corporateexistence in good standing, maintain and keep its properties in good condition,comply at all times with the provisions of all leases to which it is a partyand maintain adequate insurance for all of its property with financially soundand reputable insurers. The Borrower shall remain in the same line of businessas it is in on the date of this Agreement and shall not enter into any newlines of business without the prior written consent of the Bank, which consentshall not be unreasonably withheld.
     6.5 Notices. As soon as it has actual knowledge, the Borrowershall notify the Bank of (a) the institution or threat of any materiallitigation or administrative proceeding of any nature involving the Borrower,and (b) the occurrence of any Event of Default under this Agreement, or anyevent that, with the giving of notice or lapse of time, or both, wouldconstitute an Event of Default.
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     6.6 Books and Records. The Borrower shall maintain complete andaccurate books of account and records. The principal books of account andrecords shall be kept and maintained at 85 South Bragg Street, Suite 600,Alexandria, Virginia 23212. The Borrower shall not remove such books ofaccount and records without giving the Bank at least 30 days’ prior writtennotice. The Borrower, upon reasonable notice from the Bank, shall permit theBank, or any officer, employee or agent designated by the Bank, to examine theCollateral and the books of account and records maintained by the Borrower, andagrees that the Bank or such officer, employee or agent may audit and verifythe books and records and the Collateral. The Borrower shall reimburse theBank for any expenses incurred by the Bank in connection with any audits withno more than two audits per calendar year if no Event of Default has occurred.Any additional audits requested by the Bank shall be conducted at its soleexpense, unless an Event of Default has occurred, which case such additionalaudits shall be at the Borrower’s expense. All accounting records andfinancial reports furnished to the Bank pursuant to this Agreement shall bemaintained and prepared in accordance with generally accepted accountingprinciples consistently applied.
     6.7 Liens. The Borrower shall not create, incur, assume or permitto exist any mortgage, deed of trust, assignment, pledge, lien, securityinterest, charge or encumbrance, including, without limitation, the right of avendor under a conditional sale contract or the lessor under a capitalizedlease (collectively, the “Liens”) of any kind or nature in or upon anyof the UCC Collateral, except:
          (a) Liens created or deposits made that are incidental to the conduct ofthe business of the Borrower, that are not incurred in connection with anyborrowing or the obtaining of any credit and that do not and will not interferewith the use by the Borrower of any of its assets in the normal course of itsbusiness or materially impair the value of such assets for the purpose of suchbusiness;
          (b) Liens securing the Indebtedness; and
          (c) Liens in favor of Wachovia encumbering the Borrower’s interest in theWachovia Collateral.
     6.8 Sale of Assets. Without the prior written consent of the Bank,the Borrower shall not sell, lease, assign or otherwise dispose of any of itsassets except for (a) sales in the ordinary course of business of any productor service marketed by the Borrower, and (b) the disposition of assets that areno longer needed or useful in the Borrower’ business.
     6.9 Mergers and Acquisitions. Without the prior written consent ofthe Bank, which consent shall not be unreasonably withheld or conditioned, theBorrower shall not merge or consolidate with, or acquire all or substantiallyall of the assets, stock or other ownership interests of, any other person.
SECTION 7. Default and Remedies
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     7.1 Events of Default. Each of the following shall constitute an“Event of Default” under this Agreement:
          (a) Failure to Pay. If the Borrower fails to make, when due, anyinstallment, prepayment or other payment owing to the Bank under the terms ofthis Agreement, the Line Note or any other Loan Document and such failure shallcontinue for a period of ten days after written notice of such failure has beengiven to the Borrower by the Bank (which may be a computer-generated latepayment notice);
          (b) Failure to Give Notices. If the Borrower fails to give theBank any notice required by this Agreement within five days after it has actualknowledge of the event giving rise to the obligation to give such notice;
          (c) Failure to Permit Inspections. If the Borrower refuses topermit the Bank to inspect the Borrower’s books and records in accordance withthe provisions of this Agreement;
          (d) Failure to Deliver Borrowing Base Certificate. If the Borrowerfails to deliver a current Borrowing Base Certificate to the Bank within fivedays after the Bank makes a written request therefor;
          (e) Failure to Observe Other Covenants. If the Borrower fails toperform or observe any other term, covenant, warranty or agreement contained inthis Agreement and such failure shall continue for a period of 30 days afterwritten notice of such failure has been given to Company by the Bank;
          (f) Defaults under Loan Documents. If an event of default shalloccur under any other Loan Document and shall not be cured within anyapplicable grace period;
          (g) Breach of Representation. Discovery that any representation orwarranty made or deemed made by the Borrower in this Agreement, or anystatement or representation made in any certificate, report or opiniondelivered pursuant to this Agreement or other Loan Document or in connectionwith any borrowing under this Agreement was materially untrue when made ordeemed made, or is breached in any material respect;
          (h) Voluntary Bankruptcy. If the Borrower or the Grantor makes anassignment for the benefit of creditors, files a petition in bankruptcy,petitions or applies to any tribunal for any receiver or any trustee of theBorrower or the Grantor or any substantial part of the property of the Borroweror the Grantor, or commences any proceeding relating to the Borrower or theGrantor under any reorganization, arrangement, composition, readjustment,liquidation or dissolution law or statute of any jurisdiction, whether ineffect now or after this Agreement is executed;
          (i) Involuntary Bankruptcy. If, within 60 days after the filing ofa bankruptcy petition or the commencement of any proceeding against theBorrower or the Grantor seeking any reorganization, arrangement, composition,readjustment, liquidation, dissolution or similar
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relief under any present or future statute, law or regulation, theproceeding shall not have been dismissed, or, if within 60 days, after theappointment, without the consent or acquiescence of the Borrower or theGrantor, of any trustee, receiver or liquidator of the Borrower or the Grantoror all or any substantial part of the properties of the Borrower or theGrantor, the appointment shall not have been vacated;
          (j) Cross Default. If, as a result of default, any present orfuture obligations of the Borrower or the Grantor to the Bank, or any presentor future obligations of the Borrower or the Grantor of $500,000 or more to anyother creditor, are declared to be due and payable prior to the expressedmaturity of such obligations, unless and to the extent that the declaration isbeing contested in good faith in a court of appropriate jurisdiction;
          (k) Material Adverse Change. A material adverse change occurs inthe financial or business condition of the Borrower or the Grantor;
          (l) Judgment. If a judgment, attachment, garnishment or otherprocess in excess of $500,000 is entered against the Borrower or the Grantorand is not vacated or bonded within 30 days after entry;
          (m) Ownership. If Stanislas Vilgrain and members of his immediatefamily cease to own, directly or indirectly, through one or more intermediariesat least 51% of the outstanding capital stock of the Borrower and the Grantor;or
          (n) Dissolution. The dissolution, liquidation, or termination ofexistence the Borrower or the Grantor.
     7.2 Remedies. Upon the occurrence of an Event of Default (a) anyobligation of the Bank to make advances under the Line shall terminate, (b) theBank, at its option, by written notice to the Borrower, may declare allIndebtedness to the Bank to be immediately due and payable, whether suchIndebtedness was incurred prior to, contemporaneous with or subsequent to thedate of this Agreement and whether represented in writing or otherwise, withoutpresentment, demand, protest or further notice of any kind, and (c) the Bankmay exercise all rights and remedies available to it under the Loan Documentsand applicable law. The Borrower agrees to pay all costs and expenses incurredby the Bank in enforcing any obligation under this Agreement or the other LoanDocuments, including, without limitation, reasonable attorneys’ fees. Nofailure or delay by the Bank in exercising any power or right will operate as awaiver of such power or right, nor will any single or partial exercise of anypower or right preclude any other future exercise of such power or right, orthe exercise of any other power or right.
SECTION 8. Miscellaneous
     8.1 Defined Terms. Each accounting term used in this Agreement,not otherwise defined, shall have the meaning given to it under generallyaccepted accounting principles in the United States, applied on a consistentbasis. The term “person” shall mean any individual partnership, limitedliability company, corporation, trust, joint venture, unincorporated
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association, governmental subdivision or agency or any other entity of anynature. The term “subsidiary” means, with respect to any person, acorporation or other person of which shares of stock or other ownershipinterest having ordinary voting power to elect a majority of the board ofdirectors or other managers of such corporation or person are at the timeowned, or the management of which it otherwise controlled, directly orindirectly, through one or more intermediaries, by such person. The term“affiliate” means, with respect to any specified person, any otherperson that, directly or indirectly, controls or is controlled by, or is undercommon control with, such specified person. All meanings assigned to definedterms in this Agreement shall be applicable to the singular and plural forms ofthe terms defined.
     8.2 Notices. All notices, requests, demands and othercommunications provided for in this Agreement shall be in writing and shall bedelivered by hand, sent prepaid by Federal Express (or a comparable overnightdelivery service), sent by telecopy or facsimile or sent by United States mail,certified, postage prepaid, return receipt requested, to the parties at theirrespective addresses set forth on the signature pages of this Agreement or atsuch other addresses as may be designated by such party from time to time in awriting forwarded in a like manner. Any notice, demand or other communicationdelivered or sent in the manner aforesaid shall be deemed given or made (as thecase may be) upon the earliest of (a) the date it is actually received, (b) thebusiness day after the day on which it is delivered by hand or transmitted bytelecopy or facsimile, (c) the business day after the day on which it isdelivered to Federal Express (or a comparable overnight delivery service), or(d) the third business day after the day on which it is deposited in the UnitedStates mail.
     8.3 Successors and Assigns. This Agreement will be binding uponand inure to the benefit of the Bank, the Borrower and their respectivesuccessors, assigns, personal representatives, executors and administrators,provided that the Borrower may not assign or transfer its rights under thisAgreement. If no Event of Default has occurred and is continuing, anyassignment by the Bank will be limited to transfers to one or more commercialbanks, reasonably satisfactory to the Borrower.
     8.4 Entire Agreement. Except for the other Loan Documentsexpressly referred to in this Agreement, this Agreement represents the entireagreement between the Bank and the Borrower, supersedes all prior commitmentsand may be modified only by an agreement in writing.
     8.5 Survival. All agreements, covenants, representations andwarranties made in this Agreement and all other provisions of this Agreementwill survive the delivery of this Agreement and the other Loan Documents andthe making of the advances under this Agreement and will remain in full forceand effect until the obligations of the Borrower under this Agreement and theother Loan Documents are fully discharged.
     8.6 Governing Law. This Agreement will be governed by the laws ofthe State of West Virginia, without reference to conflict of laws principles.
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     8.7 Expenses. Whether or not any advances are made under thisAgreement, the Borrower shall pay all out-of-pocket expenses incurred by theBank in connection with the transactions contemplated by this Agreement,including, but not limited to, the reasonable fees and expenses of its counsel.
     8.8 Headings. Section headings are for convenience of referenceonly and shall not affect the interpretation of this Agreement.
     8.9 Participations. The Bank shall have the right to sell all orany part of its rights under the Loan Documents, and the Borrower authorize theBank to disclose to any prospective participant in the Line any and allfinancial and other information in the Bank’s possession concerning theBorrower or the Collateral. If no Event of Default has occurred and iscontinuing, any participations will be limited to transfers to one or morecommercial banks, reasonably satisfactory to the Borrower.
     8.10 Third Party Beneficiary. The parties do not intend thebenefits of this Agreement or any other Loan Document to inure to any thirdparty.
     8.11 Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW,THE BANK AND THE BORROWER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANYRIGHTS THEY MAY HAVE TO A TRIAL BY JURY BASED ON, ARISING OUT OF OR UNDER, ORIN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
     8.12 Counterparts. This Agreement may be executed in any number ofcounterparts, all of which taken together shall constitute one and the sameAgreement, and any of the parties to this Agreement may execute this Agreementby signing any such counterpart.
     8.13 Waiver. The rights of the Bank under this Agreement and theother Loan Documents shall be in addition to all other rights provided by law.No waiver of any provision of this Agreement, or any other Loan Document, shallbe effective unless in writing, and no waiver shall extend beyond theparticular purpose involved. No waiver in any one case shall require the Bankto give any subsequent waivers.
     8.14 Severability. If any provision of this Agreement or any otherLoan Document is held to be unenforceable, such provision shall be fullyseverable and this Agreement or the applicable Loan Document shall be construedas if the unenforceable provision were not included in this Agreement or insuch Loan Document.
     8.15 No Setoffs. No setoff, claim, counterclaim, reduction ordiminution of any obligation or defense of any kind or nature that the Borrowerhas or may have against the Bank (other than the defense of payment) shall beavailable against the Bank in any action, suit or proceeding brought by theBank to enforce this Agreement or any other Loan Document. The foregoing shallnot be construed as a waiver by the Borrower of any such rights or claimsagainst the Bank, but any recovery upon any such rights or claims shall be hadfrom the Bank separately,
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it being the intent of this Agreement and the other Loan Documents thatthe Borrower shall be obligated to pay, absolutely and unconditionally, allamounts due under this Agreement and the other Loan Documents.
[SIGNATURES ON FOLLOWING PAGES.]
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     WITNESS the following signatures.    **BANK**:    **BANK OF CHARLES TOWN**, a West Virginia banking corporation    By: /s/ David W. Irvin   Name: David W. Irvin   Title: Senior Vice President      Address for Notices:    Bank of Charles Town 111 East Washington Street, Charles Town, West Virginia 25414 Attention: David W. Irvin Telecopy Number: 304-728-2428    **BORROWER**:    **CUISINE SOLUTIONS, INC.** a Delaware corporation    By: /s/ Stanislas Vilgrain   Name: Stanislas Vilgrain   Title: CEO      Address for Notices:    85 S. Bragg Street, Suite 600 Alexandria, VA 22312 Telecopy Number: (703) 270-2900