Exhibit 10.17 





ASSET PURCHASE
AGREEMENT  



        This
Asset Purchase Agreement (the “Agreement”) is entered into as of
October 1, 2007 (the “Effective Date”), by and among Prima Pasta, Inc., a
California Sub S corporation (“Seller”), Allam M. Karkafi, an individual
(“Mr. Karkafi”) and Larisa A Karkafi, (pursuant to Power of Attorney
dated June 27, 2007), (“Mrs. Karkafi” and together with Mr. Karkafi,
“Seller’s Owners” and, the “Seller Parties”), and
Amish Natural Sub, Inc., a Nevada corporation (“Buyer”), which is a
wholly-owned subsidiary of Amish Naturals, Inc., a Nevada corporation
(“ANI”). Buyer and the Seller Parties shall hereinafter individually be
referred to as a “Party” and collectively be referred to as the
“Parties.”  



RECITALS 



        WHEREAS,
Seller is engaged in the business of manufacturing, sale and distribution of pasta  (the “Business”); and 



        WHEREAS,
Buyer desires to purchase from Seller, and the Seller Parties desire that the Seller sell
and transfer to Buyer, certain assets of Seller on the terms and subject to the conditions
of this Agreement. 



        NOW,
THEREFORE, in consideration of the premises, and the representations, warranties,
covenants, and agreements contained in the Transaction Documents (as hereinafter defined),
and for such other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereto hereby agree as follows: 



ARTICLE 1 
PURCHASE AND SALE OF
ASSETS 



        1.
    Purchase and Sale of Assets 




        
     1.1    
Purchase and Sale. Subject to the terms and conditions of this Agreement, on the
Closing Date (as defined in Section  4.1 herein), Seller hereby agrees to sell,
assign, transfer, and deliver to Buyer, and Buyer agrees to purchase, accept, and acquire
from Seller, all of Seller’s right, title, and interest in and to the “Purchased
Assets”as follows:  




        
        
(a)             Any and all inventory of Seller relating to the Business, including, without
          limitation, that certain inventory set forth on Schedule 1.1(a) attached
          hereto (the “Inventory”). Schedule 1.1(a) shall include,
          but shall not be limited to, the name, location, description and identification
          number (to the extent available) of all the Inventory;  




        
         (b)              Any
and all intellectual property of Seller relating to the Business, including
          without limitation that certain intellectual property set forth on Schedule
          1.1(b) attached hereto (the “IP”). Schedule 1.1(b)          shall
include, without limitation, Seller’s tradename and website domain           name,
as used in the Business;  





        
        (c)    
The warehouse real estate lease agreement set forth on Schedule 1.1(c)
          attached hereto (the “Lease Agreement”) and all improvements
          and fixtures;

        













        
        (d)              All
customer lists, vendor lists, and other compilations of data used in or           related
to the Business;  




        
        (e)              Those
books and records of Seller directly related to the Purchased Assets,           including
invoices, purchase orders, vendor and customer correspondence (if           any);  




        
        (f)              To
the extent transferable, all franchises, approvals, permits, licenses,
          registrations, certificates, and similar rights obtained from governmental
          bodies; and  




        
        (g)              All
goodwill and other intangible assets associated with the Purchased Assets.  




        1.2
    Excluded Assets. Notwithstanding any term herein to the contrary, Seller is not
agreeing to, and, accordingly, shall not, sell, assign, transfer, or deliver to Buyer,
and Buyer is not agreeing to, and, accordingly, shall not, purchase, accept, or acquire
from Seller, any of Seller’s assets other than those assets specifically set forth
in Section 1.1 herein.  




        1.3
    Free and Clear of All Liens and Liabilities. The Purchased Assets shall be free
and clear of all liens, liabilities, claims, and encumbrances, except as referred to in
Section 1.1(c).  




        1.4
    Delivery of Purchased Assets. As of the Closing, Buyer shall take physical
possession of the Purchased Assets at Seller’s warehouse facilities located in
Los Angeles, California.  




ARTICLE 2 
PURCHASE PRICE 



     	2.	
          Purchase Price. 


          


        2.1
    Purchase Price.  The purchase price for the Purchased Assets (the "Purchase
Price") shall be Four Hundred Fifty Thousand Dollars ($450,000) payable as follows:  




     	(a)	
          Credit of $100,000 as repayment of that certain Secured Promissory Note dated
          July 19, 2007; 


          



     	(b)	
          Payment of $103,273.88 to California Bank Trust on behalf of the Sellers by wire
          transfer for such amount; and 


          



     	(c)	
          $246,726.12 to be paid to Mr. Karkafi and Mrs. Karkafi at Closing by wire
          transfer or delivery of certified funds for such amount. 


          



        
        2.2
    Purchase Price Allocation. The Purchase Price shall be allocated among the
Purchased Assets as set forth on Schedule 2.2 attached hereto. Seller and Buyer
agree that the allocation will bind them for federal, state, local, and foreign income
tax purposes in connection with the purchase and sale of the Purchased Assets and will be
consistently reflected by them on any tax returns or reports they file or prepare. Seller
and Buyer shall consult with each other concerning all issues relating to such allocation
in connection with any tax audit and shall not initiate any positions inconsistent with
such allocation in connection with any tax audit.  












ARTICLE 3 
ASSUMPTION OF
SPECIFIED LIABILITIES 



     3.    
          Assumption of Specified Liabilities. 



        3.1
    No Assumption of Liabilities Unless Expressly Assumed. Unless as specifically
provided in Section 3.2 below, Buyer does not assume and shall not have any duty or
obligation with respect to any liability, duty, contract, agreement, or obligation of
Seller or Seller’s Owners, whether by the terms of this Agreement, by operation of
law, or otherwise, whether or not associated with the Business or any of the Purchased
Assets.  




        3.2
    Specification of Liabilities Assumed. Seller hereby agrees that Buyer has the
right, but not the obligation, to assume, satisfy, and perform when due all liabilities,
duties, contracts, agreements, and obligations of Seller arising or accruing from and
after the Closing Date directly and solely related to the Lease Agreement and any
purchase orders that had been received by the Seller prior to the Closing Date, which
related to the purchase of products from the Business, if such purchase orders had not
been fulfilled, in whole or in part, as of the Closing Date (collectively, the “Assumed
Liabilities”). Buyer shall have no obligation to tender to Seller any economic
benefit received by Seller in respect of fulfilling any such purchase orders.  




ARTICLE 4 
CLOSING DATE 



     4.    
          Closing Date. 



        4.1
    Closing Date. Provided that
all conditions precedent set forth in this Agreement have been satisfied or waived, the
closing of the transactions contemplated hereby (the
“Closing”) shall occur on September 30, 2007, or such other date as
shall be mutually agreed upon by the Parties hereto (the “Closing Date”).
It is understood that Buyer would need to have a completed audit of Seller and adhere to
related SEC matters concerning position in order to close this transaction. The Closing
shall be held on the Closing Date at 10:00 a.m. EST at the offices of ANI, unless another
place is mutually agreed upon by the Parties. 




        4.2
    Date of Transfer. Provided that the Closing occurs, it is the intent of the
Parties that the Purchased Assets be transferred to Buyer effective as of the Closing
Date. Further, the Assumed Liabilities shall be transferred to and assumed by Buyer
effective as of the Closing Date.  













ARTICLE 5 
REPRESENTATIONS AND
WARRANTIES OF SELLER PARTIES 



5.
    Representations
and Warranties of Seller Parties. As a material           inducement to Buyer to
enter into this Agreement, the Seller Parties, jointly           and severally, make the
following representations and warranties to Buyer, each           of which the Seller
Parties, jointly and severally, represent to be true and           correct. The schedules
delivered pursuant to this Article 5 (the           “Disclosure Schedules”)
shall be arranged in paragraphs           corresponding to the numbered and lettered
paragraphs contained in this Article           5, and the disclosure in any paragraph
shall qualify other paragraphs in this           Article 5 only to the extent that it is
reasonably apparent from a reading of           such disclosure through appropriate
cross-referencing that it also qualifies or           applies to such other paragraphs.  





        5.1
    Organization and Qualification. Seller
is a corporation duly organized, validly existing, and in good standing under the laws of
the State of California, with all necessary corporate power and authority to own or use
its property that it now owns or uses and to carry on its business as it is now being
conducted. Seller is duly qualified to do business and is in good standing in each
jurisdiction where the ownership, lease, or operation of its property or the conduct of
its business requires such qualification, except where the failure to be in good standing
or so qualified would not have a material adverse effect on Seller or the Business. At the
date hereof, Seller is authorized to issue one class of stock of up to 10,000 shares of
common stock, $0.01 par value per share, and of such authorized shares, 10,000 shares (the
“Seller Stock”) have been validly issued and are outstanding. The Seller
Stock is fully paid, non-assessable, and is entirely owned of record and beneficially by
Seller’s Owners, neither of whom has granted any options in the Seller Stock to any
person. There are no options, warrants, or other securities exercisable or convertible
into, or any calls, commitments, agreements, or obligations of any kind relating to, any
unissued equity securities of Seller.  




        5.2
    Authorization and Validity. Each of the Seller Parties has the requisite power and
is duly authorized to execute and deliver and to carry out the terms of this Agreement
and to execute, deliver and perform its respective obligations under the documents
required at the Closing pursuant to Article 10 (the “Closing Documents”) and
any other documents this Agreement contemplates. All action required, by law and/or Seller’s
Articles of Organization and Bylaws or otherwise, to authorize the execution and delivery
of this Agreement, the Closing Documents and the consummation of the transactions
contemplated hereby has been taken. This Agreement, the Closing Documents and all other
documents contemplated by this Agreement are, or will be upon execution, legal, valid and
binding obligations of the Seller Parties, duly enforceable against the Seller Parties
according to their terms, except as may be limited by (i) bankruptcy, insolvency,
moratorium, or other similar laws affecting creditors’ rights generally, and (ii) general
principles of equity relating to the availability of equitable remedies.  




        5.3
    Consents and Approvals.Except for that stated on Schedule 5.3, no consent, approval, notification or authorization is required
in connection with the execution, delivery, and performance of this Agreement or any Closing Document by
the Seller Parties or the consummation of any transactions contemplated hereby, including but not
limited to any “bulk sale” notice or similar filing, publication or notice by any Party under the laws
of the State of California or the State of Ohio in connection with the transactions contemplated hereby.  













        5.4
    No Defaults. Seller is not in default under or in violation of (i) any
provision of its Certificate of Incorporation or Bylaws; (ii) any material provision
of any indenture, mortgage, deed of trust, lease, loan agreement, or other agreement or
instrument to which it is a party or by which it is bound or to which any of Seller’s
property is subject (including without limitation the Contracts, as that term is defined
hereinafter), if such default would have a material adverse effect on Seller, the
Business, or the Purchased Assets; or (iii) any statute, law, ordinance, order,
judgment, rule, regulation, permit, franchise, or other approval or authorization of any
court or governmental agency or body having jurisdiction over it or any of Seller’s
properties which, if enforced, would have a material adverse effect on Seller, the
Business, or the Purchased Assets. The execution and delivery of this Agreement, the
Closing Documents and any other documents contemplated hereunder or thereunder; the
Seller Parties’ performance of their respective obligations under this Agreement,
the Closing Documents and other documents; or the consummation of the transactions
contemplated herein will not conflict with, result in a breach of or, constitute a
default under any of the foregoing, require the payment of any prepayment or other
penalties, or result in the creation of any lien, mortgage, pledge, charge, or
encumbrance upon any asset of Seller. Furthermore, no consents or waivers thereunder are
required to be obtained or notices be given in connection therewith in order to execute
and deliver this Agreement, the Closing Documents and/or any other documents contemplated
hereunder or thereunder or to consummate the transactions contemplated by this Agreement.  





        5.5
    Documents. The copies and/or originals of all agreements, books and records
related to the Purchased Assets, and other instruments (including any financial
statements relating to the Business provided to Buyer prior to Closing) that have
been delivered by the Seller Parties to Buyer are true, correct, and complete copies
and/or originals of such agreements, books, records, and instruments, and include all
amendments thereto.  




        5.6
    Litigation. There are no actions, suits, proceedings, orders, investigations, or
claims (collectively, “Proceedings”) pending or threatened against or
affecting Seller, the Business or the Purchased Assets, or that may interfere with the
timely consummation of the transactions contemplated by this Agreement, at law or in
equity, or before or by any governmental department, commission, board, bureau, agency,
or instrumentality. Seller is not operating under or subject to, or in default with
respect to, any order, writ, injunction, or decree of any court or federal, state,
municipal, or other governmental department, commission, board, agency, or
instrumentality. Neither of the Seller Parties has any Knowledge (defined below) of the
basis for any such action, suit, proceeding, order, investigation, or claim. “Knowledge” is
defined to include actual knowledge and what a reasonably prudent person would discover
upon due inquiry and investigation.  




        5.7
    Products. During its existence, Seller has not had (a) any notification, in
writing or otherwise, relating to or (b) any claims, demands, causes of action (including
third-party claims, demands, and causes of action, whether directly or for contribution
or indemnification), losses, damages, expenses (including attorney’s fees), and/or
liabilities of any kind and nature asserted by any person that arises out of or results
from any one or more of the following, with respect to products sold by the Seller in
relation to the Business: (i) any breach by any manufacturer of any of its
representations, warranties, or covenants; (ii) without limiting the preceding, any
defective product; (iii) any recall of any product, regardless of who initiated the
product recall; and/or (iv) any negligent act or omission by a manufacturer. In addition,
the Seller has not issued or been required to issue any notification, in writing or
otherwise, to any person about the quality, manner of consumption, or spoilage of any
products sold by the Seller in relation to the Business, or for any other reason.
Furthermore, there has been no, or any notice received of, death, personal injury, or
loss of property to unrelated third parties, whether during any warranty period or after
its expiration, in connection with any products of the Business.  













        5.8
    Inventory. Except for obsolete items and items below standard quality, all of which
will have been written off or written down to net realizable value, all Inventory will (a)
consist of inventory manufactured or acquired in bona fide transactions in the ordinary
course of business; (b) be of a quality and quantity usable and salable in the ordinary
course of business; and (c) not exceed the shelf life that would adversely affect the
qualitative performance characteristics or the quality of the ingredients. All inventories
not written off will be reflected in the appropriate documents at the lower of average
cost or market on a [last-in, first-out basis]. The quantities of each item of
Inventory (whether raw materials, work-in-process or finished goods) will not be
excessive, but will be reasonable in the circumstances of the Business. 





        5.9
    Title to Properties. Seller is the sole owner of and has good, complete, and
marketable title to, and full rights to utilize, the Purchased Assets, free and clear of
liens, claims, and encumbrances. At the Closing, Seller will convey and transfer to Buyer
good, complete, and marketable title to all of the Purchased Assets, free and clear of
restrictions or conditions to transfer or assignment, and free and clear of all liens,
claims, and encumbrances.  




        5.10
    Real Property. Schedule 5.10 sets forth a description of all real property
and real property interests currently owned, leased or otherwise held by Seller (“Real
Property”). Schedule 5.10 also sets forth a list of all leases of real
property to which Seller is a signatory or by which it is bound or affected
(collectively, the “Real Property Leases”). Seller owns valid and
binding leasehold interests in the Real Property Leases. The Real Property Leases are in
full force and effect and have not been terminated. No event has occurred and no
condition exists which, with the giving of notice or the lapse of time or both, will
constitute a default under any of the Real Property Leases. Seller has not sublet or
assigned any portion of the Real Property. To Seller Parties’ Knowledge, none of the
Real Property is the subject of any condemnation action and, to Seller Parties’ Knowledge,
there is no proposal under consideration by any governmental body to take or use any of
the Real Property. To Seller Parties’ Knowledge, the Real Property has direct access
on a public way with sufficient road frontage to satisfy all necessary Laws.  




        5.11
    Condition and Sufficiency of Assets. To Seller Parties’ Knowledge, the
buildings, plants, structures, furniture, fixtures and/or equipment owned or used by
Seller and included in the Purchased Assets: (a) are structurally sound, are in good
operating condition and repair, are adequately serviced by all required utilities and are
adequate for the uses to which they are being put; (b) do not need maintenance or repairs
except for ordinary, routine maintenance and repairs; and (c) are sufficient for the
continued conduct of the Business as it is currently being conducted.  












        5.12
    Compliance with Laws. Seller has complied with and is not in violation of any
federal, state, county, or local statute, law, rule, regulation, ordinance, guidance,
code, license, use, permit, franchise, judgment, decree, writ, injunction, and/or order
(collectively, “Laws”) applicable to the Purchased Assets. Neither
of the Seller Parties has received any notice alleging non-compliance with any Law. There
are no present or past conditions relating to the Purchased Assets arising from or
related to any past or present storage, spill, discharge, leak, emission, injection,
escape, dumping, or release of any kind whatsoever of any hazardous material or any
generation, transportation, treatment, storage, or disposal of waste materials, raw
material, or other products of any kind or from the storage, use, or handling of any
hazardous material or other substances. Seller has no reason to anticipate that any
existing circumstances are likely to result in a violation of any Laws.  




        5.13
    Permits and Licenses. To Seller Parties’ Knowledge, all governmental
authorizations necessary to carry on the Business as presently conducted are set forth in
Schedule 5.13 and have been timely obtained, are in full force and effect and have
been complied with. All fees and charges incident to those governmental authorizations
have been fully paid and are current, and no suspension or cancellation of any
governmental authorization has been threatened or to Seller Parties’ Knowledge could
result by reason of the transactions contemplated by this Agreement.  




        5.14
    Liabilities. Seller has no liabilities or obligations, including without
limitation any debt, accounts payable, indebtedness, commitment, unpaid tax liability or
other obligation of any nature, incurred in connection with the Purchased Assets (whether
known or unknown and whether absolute, accrued, contingent, unasserted, secured,
unsecured or otherwise), except those set forth in Schedule 5.14. Schedule
5.14 also sets forth any liabilities and/or obligations of Seller that are being
assumed by Buyer at Closing.  




        5.15
    No Other Agreements to Sell the Assets. Neither the Seller Parties nor any of
Seller’s officers or affiliates has any commitment or legal obligation, absolute or
contingent, to any other person or entity other than Buyer to sell, assign, transfer, or
effect a sale of any of the Purchased Assets, to sell or effect a sale of any of the
capital stock of Seller, to effect any merger, consolidation, liquidation, dissolution,
or other reorganization of Seller, or to enter into any agreement or cause the entering
into of an agreement with respect to any of the foregoing.  




        5.16
    Taxes. All tax returns or statements required to be filed with respect to the
operations or assets of Seller prior to the Closing Date have been correctly prepared in
all material respects and timely filed, and all taxes, and penalties and interest, if
any, required to be paid in respect of the periods covered by such returns have been paid
in full or adequate reserves have been established for the payment of such taxes. All
known deficiencies of any tax, assessment, or government charge or duty have been paid in
full or adequate reserves have been established for the payment of such taxes. No audits
or investigations by federal or state authorities are currently pending or threatened.
Furthermore, Seller has complied in all material respects with all applicable Laws
relating to the payment and withholding of taxes and has, within the time and the manner
prescribed by such Laws, withheld and paid over to the proper governmental authorities
all amounts required to be so withheld and paid over under the applicable Laws.  













        5.17
    Intellectual Property. To Seller Parties’ Knowledge, Seller owns or has the
right to use, pursuant to license, sublicense, agreement or permission, all intellectual
property. The use of IP has not infringed any intellectual property of any other person
and, to Seller Parties’Knowledge, there is no infringement of or unlawful use by any
other person of any of the IP. Schedule 5.17 also sets forth a list of all
contracts relating to IP to which Seller or any affiliate is a party or by which Seller
or any affiliate is bound or affected to any material extent, excluding: (i) license
agreements for “off the shelf” computer software and other commercially
available products and (ii) any licenses implied by the sale of a product. None of the IP
owned or used by Seller is subject to any pending, or threatened, Proceedings, and there
is no valid basis for asserting any such Proceeding. No IP owned or used by Seller is
subject to any outstanding order restricting the use by Seller (or Buyer following the
Closing) of that IP. The IP included among the Purchased Assets is all that is necessary
for the operation of the Business as presently conducted.  




        5.18
    Subsidiaries. (a) Seller has no subsidiaries; (b) Seller does not own,
beneficially, of record or otherwise, any securities of any entity; (c) Seller is
not a party or subject to any partnership, joint venture, or similar agreement or
arrangement; and (d) except shares of common stock of ANI owned of record or beneficially
by Seller’s Owners (or Seller’s Owners’ spouses), no Seller Party
owns, directly or indirectly, any security or financial interest in any other entity or
concern which competes with or does business with Seller or which would interfere with
the performance of any duties it/they owe to Seller.  




        5.19
    Employees, Labor Relations.  




        
        (a)    Schedule
5.19 contains, as of a recent date specified therein, the           following
information for each employee of Seller (including each employee on           leave of
absence or layoff status): name; job title; hire date; current           compensation
paid or payable; vacation accrued; eligibility to participate under           any
Employee Benefit Plan; and citizenship. Seller Parties have no Knowledge           that
any employee intends either to (i) discontinue employment with Seller           either
prior or subsequent to the Closing or (ii) refuse employment by Buyer           (taking
into account the employment arrangements and policies to be implemented           after
the Closing).  




        
        (b)              Neither
Seller, nor any affiliate of Seller, is now or has ever been a party to           any
collective bargaining or other labor contract. In the last five (5) years           there
has not been, there is not presently pending or existing, and to Seller           Parties’ Knowledge
there is not threatened, with respect to Seller or any           of its premises: (i) any
strike, slowdown, picketing, work stoppage,           lockout, organizational activity or
other labor dispute or Proceeding;           (ii) any application or complaint filed
by any employee or union with any           governmental body; or (iii) any
application or demand for recognition or           certification of a collective
bargaining agent. To Seller Parties’          Knowledge, there is not currently, nor
has there been in the past five years,           any internal investigation of any charge
or complaint by any employee of Seller           alleging harassment, discrimination or
other employment conduct which could give           rise to liability. To Seller Parties’ Knowledge,
all Laws relating to           Seller’s employees, including Laws relating to terms
of employment,           immigration and employment of illegal aliens, the payment of
social security and           other payroll taxes, the payment of employee wages and
benefits (including           overtime pay) and occupational safety and health, have been
complied with in all           material respects.  












        
        (c)              All
of Seller’s employees and consultants are employed or engaged on an           “at
will” basis, and Seller may terminate such employment or           consulting
arrangement at any time without any liability for severance or any           other
obligation, except its obligation to pay unpaid accrued salary or           consulting
fees and vacation pay and to provide group health insurance in           accordance with
the Consolidated Omnibus Reconciliation Act           (“COBRA”). Except
as set forth on Schedule 5.19, Seller           has not made any statement or
taken any action which could reasonably be           expected to result in an employee
being found to be entitled to indefinite           employment, employment for a
particular term or subject to termination only for           cause.  






        5.20
     Employee Benefit Plans.  Seller has no employee benefit plans.  




        5.21
    Contracts and Agreements. Except as indicated on Schedule 5.21 attached
hereto, Seller has no contracts, agreements, arrangements or commitments material to the
Business other than that disclosed on Schedule 1.1(c). Seller has supplied Buyer
with a true and correct copy and/or description of each such contract, agreement,
arrangement and commitment. Each of the contracts, agreements, arrangements and
commitments listed in Schedules 1.1(c) and 5.21 (each a “Contract” and
collectively, the “Contracts”) is in full force and effect and
constitutes a legal, valid and binding obligation of the parties thereto and is
enforceable in accordance with its terms. Seller has complied with the terms of each
Contract and is not in default under any Contract, and no event has occurred which, with
the passage of time, would constitute a default or cause an acceleration of any
obligation in connection therewith. To the Seller Parties’ knowledge, no other party
is in default in any material respect under any Contract.  




        5.22
    Insurance. Schedule 5.22 sets forth a list of all policies of insurance of
Seller. All of the policies of insurance set forth in Schedule 5.22 are (a) outstanding
and in full force and will remain in full force following the Closing; and (b) are
sufficient for compliance with all Laws and Contracts to which the Seller is a party or
is bound or affected. Seller has not been refused insurance by any carrier to which it
has applied for insurance within the past five (5) years. Seller has paid all
premiums due by it and has otherwise performed all of its obligations under its insurance
policies. The policies to which Seller is a party or that provide coverage to Seller, or
any director or officer of Seller, taken together, provide adequate insurance coverage
for the assets and the operations of Seller for all risks normally insured against by a
person carrying on the same business or businesses as Seller. Seller has had no claims or
loss experience under any insurance policy at any time during the three-year period
immediately preceding the date hereof.  




        5.23
    Material Change. There has been no material change in the condition (financial or
otherwise) of Seller since July 19, 2007, through the Closing Date, except
changes occurring in the ordinary course of business, which changes have not materially
adversely affected its organization, business, properties, condition or prospects.  




        5.24
    Adverse Facts and Circumstances. Seller does not know of any facts or
circumstances which might result in any material adverse change in the condition
(financial or otherwise), business, properties or prospects of the Business or which
might materially and adversely affect the Purchased Assets.  












        5.25
    Customers and Suppliers; Certain Relationship.  Schedule
5.25 sets forth a list of the twenty (20) largest customers and suppliers of Seller
(by dollar volume) in terms of sales or purchases for the 12 months ended December 31,
2006 and December 31, 2005. To Seller Parties’ Knowledge, (i) the relationships
with the customers and suppliers set forth in Schedule 5.25 are commercially sound,
(ii) there has not been any material adverse change or development in the business
relationship with any customer or supplier set forth in Schedule 5.25, and (iii) no
such customer or supplier has stated to Seller any present intention to discontinue its
relationship with Seller. None of Seller, or any of its affiliates or related persons, is
an owner, shareholder, creditor or agent of, or consultant or lender to, any person
engaged in a business that acts as a supplier of any goods or services to Seller or any
part of which is in actual or potential competition with Seller.   




        5.26
    Schedules. Schedules 1.1(a), 1.l(b), and 1.1(c)
 are each full, accurate and complete listings of the Inventory, Intellectual Property, and Lease
Agreement, respectively. 




        5.27
    Brokerage and Finder’s Fees. The Seller Parties have not engaged any
investment banker, broker, finder, or similar agent for the transactions this Agreement
contemplates which might give right to any brokerage fee, finder’s fee, commission
or similar liability on the part of Seller or Seller’s Owners.  




        5.28
    Material Misstatements or Omissions. No representations or warranties of the
Seller Parties contained in this Agreement, the schedules and exhibits hereto, any
Closing Document or any other document delivered by a Seller Party contain an untrue
statement of a material fact, or omit to state a material fact necessary to make the
statements contained herein or therein not misleading.  




        5.29
    Acknowledgement. Seller Parties acknowledge Buyer is a newly formed entity and was
specifically formed by ANI for the purpose of entering into this Agreement and
consummating the transactions contemplated hereby.  




ARTICLE 6 
REPRESENTATIONS AND
WARRANTIES OF BUYER 



     6.    
          Representations and Warranties of Buyer. As a material inducement to the
          Seller Parties to enter into this Agreement, Buyer represents and warrants the
          following as of the Effective Date: 



        6.1
    Organization and Qualification. Buyer is a corporation duly organized, validly
existing, and in good standing under the laws of the State of California, with all necessary
corporate power and authority to own or use its property that it now owns or uses and to
carry on its business as it is now being conducted.  













        6.2
    Authorization and Validity. Buyer has the requisite power and is duly authorized
to execute and deliver and to carry out the terms of this Agreement and to execute,
deliver and perform its obligations under the Closing Documents and any other documents
this Agreement contemplates. Buyer has taken all action required by law to authorize the
execution and delivery of this Agreement, the Closing Documents and the consummation of
the transactions contemplated hereby. This Agreement, the Closing Documents and all other
documents contemplated hereunder or thereunder are, or will be upon execution, legal,
valid and binding obligations of Buyer, duly enforceable against Buyer according to their
terms, except as may be limited by (i) bankruptcy, insolvency, moratorium, or other
similar laws affecting creditors’ rights generally, and (ii) general principles
of equity relating to the availability of equitable remedies.  




        6.3
    Brokerage and Finder’s Fees. Buyer has not engaged any investment banker,
broker, finder, or similar agent for the transactions this Agreement contemplates which
might give right to any brokerage fee, finder’s fee, commission or similar liability
on the part of Buyer.  




ARTICLE 7 
COVENANTS 



     7.    
          Covenants of the Parties. 



        7.1
    Conduct of Business of Seller. During the period between the Effective Date and
continuing until the earlier of termination of this Agreement or the Closing, Seller and
Seller’s Owners agree (except to the extent that Buyer shall otherwise consent in
writing, which consent shall be made in Buyer’s sole and absolute discretion) to
carry on its business in the usual, regular and ordinary course in substantially the same
manner as it is currently being conducted and use all reasonable efforts consistent with
past practices and policies to preserve in tact its present business organization.
Without limiting the generality of the foregoing, without the prior written consent of
Buyer (which consent shall be made in Buyer’s sole and absolute discretion), Seller
shall not:  




        
        (a)                 sell,
pledge, lease, dispose of, grant, encumber or otherwise authorize the           sale,
pledge, disposition, grant or encumbrance of any Purchased Asset;  




        
        (b)                 incur
any further debt, accounts receivable, indebtedness, commitments, or other           such
liability; or  




        
        (c)                 enter
into a contract to do any of the foregoing, or authorize or announce an
          intention to do any of the foregoing.  




        7.2
    Due Diligence. Seller shall afford Buyer and its representatives, during the
period from the Effective Date to the Closing, full and free access to Prima,
its personnel, properties, contracts, books and records, and all other documents and
data, during normal business hours upon reasonable request, and furnish to Buyer and its
representatives copies of any other related documents that they reasonably request.  




        7.3
    Best Efforts. The Seller Parties hereby covenant and agree that each shall use its
best efforts to cause the lessor of the premises, which is the subject of the Lease
Agreement, to consent to the assignment of the Lease Agreement and all related items from
Seller to Buyer.  













        7.4
    Reasonable Best Efforts; Notice; Further Assurances. Each Party will use its
reasonable best efforts to fulfill the conditions required to be fulfilled by it to bring
about the timely consummation of the transactions contemplated by this Agreement. Each
Party will give prompt notice to the other Parties of the occurrence of any event or the
failure of any event to occur that might preclude or interfere with (i) the satisfaction
of any condition precedent to the obligations of any Party under this Agreement; (ii) the
truth and accuracy of any Party’s representations or warranties under this
Agreement; or (iii) the timely consummation of the transactions contemplated by this
Agreement. Without limiting the generality of the foregoing, Seller will promptly notify
Buyer of any fact or circumstance which could constitute a breach of Seller’s
representations and warranties set forth in Article 5. After the Closing, each Party
will take all such further actions, execute and deliver all such further documents and do
all other acts and things as another Party may reasonably request for the purpose of
carrying out and documenting the intent of this Agreement and the other Transaction
Documents and for the purpose of assisting the other Party in the enforcement of any
rights obtained pursuant to this Agreement. Should any such fact or condition require any
change in the Disclosure Schedules if such Schedules were dated the date of the
occurrence or discovery of any such fact or condition, the Seller Parties will promptly
deliver to the Buyer a supplement to the Disclosure Schedules specifying such changes; provided,
however, that the determination of whether the conditions to Closing set forth in
Article 9 have been met shall be made without giving effect to any such supplement to the
Disclosure Schedules; provided, further, that such supplement shall not be
considered as part of the Disclosure Schedules for purposes of determining whether
representations and warranties have been breached in respect of indemnification claims
being made pursuant to Article 11 hereof. Any portion of the Disclosure Schedules and any
Schedule which is delivered after the execution of this Agreement and on or prior to
the Closing Date shall be deemed to be a supplement to the Disclosure Schedules, and as
such, shall be treated in the same manner as a supplement to the Disclosure Schedules
described in the preceding sentence.  




	7.5 	Employees
and Employee Benefit Plans.  






        
        (a)              Within
two days prior to the Closing Date, Seller will deliver to Buyer an
          updated schedule of the information required under Section 5.19(a), which will
          be current as of such date. From and after the Effective Date and until the
          earlier of (i) termination of this Agreement or (ii) the Closing, Seller
Parties           agree to use its commercially reasonable efforts to assist Buyer in
retaining           the services of Seller’s independent contractors.  




        
        (b)              Seller
acknowledges that Buyer will not hire any employee of the Business who,           as of
the Closing Date, is not actively at work, unless otherwise specifically           agreed
by Buyer. Seller will remain responsible for, and will timely pay, all           accrued
but unpaid salaries, wages, bonuses, incentive compensation and vacation           and
sick pay and all other payroll items (including deferred compensation) in
          respect of the employees of Seller, through the Closing Date, and any and all
          retention, termination, severance, change in control or other similar
          compensation or benefits which are or may become payable at any time before or
          after the Closing Date arising out of employment with Seller through the
Closing           Date. Nothing herein shall obligate Buyer to employ any employee for
any           specific time period.  













        
        (c)              From
and after the Closing Date, Seller Parties will remain solely responsible           for
any and all liabilities in respect of the Seller’s employees and their
          respective beneficiaries and dependents, relating to or arising in connection
          with or as a result of (i) the employment or the actual or constructive
          termination of employment of any such employee by Seller (including in
          connection with the consummation of the transactions contemplated by this
          Agreement); (ii) costs and expenses incurred by Buyer relating to workers’          compensation
claims for employees for injuries incurred on or prior to the           Closing Date
(whether or not reported on or before the Closing Date) including           any
deductibles payable with respect to such insurance; and (iii) for costs and
          expenses incurred in respect of employee health and medical benefits arising on
          or prior to the Closing Date. Buyer will provide prompt notice of any claim or
          liability threatened or asserted by or on behalf of an employee that would
          reasonably be expected to be subject to this Section 7.5(c). Buyer will
          reasonably cooperate with Seller and Seller’s attorneys and insurance
          carriers in their efforts to investigate, defend or resolve such claims or
          liabilities.  



        
        (d)              Seller
agrees that in the event any of its employees are currently authorized to           be
employed in the United States only by Seller, it will cooperate with Buyer,           and
use reasonable efforts to assist Buyer in obtaining authorization for such
          employee to be employed by Buyer in the United States. Seller further agrees to
          take all steps necessary, including the continuation of existing payroll
          functions with respect to any such employee, to insure that such employee can
          maintain lawful U.S. immigration status and continue his or her employment with
          Buyer until such time as Buyer’s application or petition for employment
          authorization for such employee is approved and effective.  




        7.6
    Prorations. 




        
        (a)              All
items that affect the Business or the Purchased Assets and that relate, in
          whole or in part, to periods on or prior to the effective time of the Closing,
          will be apportioned as of the Closing Date (the “Proration
          Items”), and representatives of Seller and Buyer will, if practicable,
          examine all relevant books and records as of the Closing Date in order to make
          the determination of such apportionments. The net amount of all Proration Items
          will be settled and paid on the Closing Date to the extent practicable, or as
          soon thereafter as is reasonably possible. In the event that the amount of any
          of the Proration Items is not known by Seller and Buyer at the Closing, the
          proration will be made based upon the amount of the most recent cost of such
          Proration Item to Seller. After Closing, Buyer and Seller each will provide to
          the other prompt written notice of each invoice relating to any Proration Item
          so estimated. Within ten days thereafter, Buyer and Seller will make any
payment           to the other that is necessary to compensate for any difference between
the           proration made at the Closing and the correct proration based on the actual
          invoice. Seller and Buyer will each fully cooperate to avoid, to the extent
          legally possible, the payment of duplicate personal property taxes, and each
          will furnish, at the request of the other, proof of payment of any personal
          property taxes or other documentation that is a prerequisite to avoiding
payment           of a duplicate tax.  




        
        (b)              If
either Buyer or Seller (a “Payor”) pays a Proration Item for
          which the other (a “Payee”) is obligated in whole or in part
          under this Section 7.6, the Payor will present to the Payee evidence of payment
          and a statement setting forth the Payee’s proportionate share of such
          Proration Item, and the Payee will promptly pay its share to the Payor. In the
          event either Buyer or Seller (as applicable, a “Recipient”)
          receives payments, or the benefit of payments, of a Proration Item to which the
          other (a “Beneficiary”) is entitled in whole or in part under
          this Agreement, the Recipient will promptly pay such amount to the Beneficiary.  













        7.7
    Public Announcements. During the period from the date of this Agreement to the
Closing Date, no Party will issue any press release or otherwise make any public
statements or announcements concerning this Agreement or the transactions contemplated by
this Agreement without the prior written consent of the other. Following the Closing,
Buyer and Seller will make an announcement regarding the transaction contemplated by this
Agreement in a mutually agreed upon form. Notwithstanding the foregoing, no Party will be
prevented at any time from disclosing any information that is publicly available, from
furnishing any required information to any governmental body or from complying with that
Party’s legal obligations, provided that it gives reasonable advance notice of such
action to the other Parties.  





        7.8
    Repayment of Indebtedness.   Seller Parties will fully discharge all indebtedness
related to the Business and the Purchased Assets prior to or at Closing.  




ARTICLE 8 
CONDITIONS PRECEDENT
TO THE OBLIGATIONS OF 
SELLER AND
SELLER’S OWNERS 



8.    Conditions
Precedent to the Obligations of the Seller Parties.  The           obligations of the
Seller Parties to consummate the transactions contemplated by           this Agreement
are subject to the satisfaction, at or before the Closing, of all           of the
following conditions, each of which shall be deemed independent,           severable, and
waivable in whole or in part at the option of the Seller Parties:  



        8.1
    Correctness of Representations and Warranties. All representations and warranties
of Buyer in this Agreement, the Closing Documents and any other documents executed and/or
delivered in connection herewith, including without limitation any exhibits or schedules
hereto (collectively, the “Transaction Documents”), shall be true and
accurate at and as of the Closing Date as though made at that time.  




        8.2
    Performance of Obligations. All of the covenants, agreements, and conditions of
Buyer contained in the Transaction Documents and required to be performed, complied with,
or satisfied by it on or before the Closing shall have been performed, complied with, or
satisfied.  




        8.3
    Delivery of Instruments. The Seller Parties shall have received from Buyer the
documents set forth in Section 10.2.  




        8.4
    Consents and Approvals. All approvals and consents required to be obtained by
Buyer with respect to the transactions contemplated under the Transactions Documents
shall have been received.  












ARTICLE 9 
CONDITIONS PRECEDENT
TO THE OBLIGATIONS OF BUYER 



9.    Conditions
Precedent to the Obligations of Buyer.  The obligations of           Buyer to
consummate the transactions contemplated by this Agreement are subject           to the
satisfaction, at or before the Closing, of all of the following           conditions,
each of which shall be deemed independent, severable, and waivable           in whole or
in part at the option of Buyer:  



        9.1
    Correctness of Representations and Warranties. All representations and warranties
of the Seller Parties contained in the Transaction Documents shall be true and accurate
at and as of the Closing Date as though made at that time.  




        9.2
    Performance of Obligations. All of the covenants, agreements, and conditions of
the Seller Parties contained in the Transaction Documents and required to be performed,
complied with, or satisfied by it on or before the Closing shall have been performed,
complied with, or satisfied.  





        9.3
     Delivery of Instruments. Buyer shall have received from the Seller Parties the
documents set forth in Sections 10.1(a) and 10.1(c).  




        9.4
    Consents and Approvals. All approvals and consents required to be obtained by the
Seller Parties with respect to the transactions contemplated under the Transaction
Documents shall have been received.  




        9.5
    No Litigation. No action or proceeding shall be threatened or pending against
Seller that has resulted or is likely to result in a judgment, decree, injunction, or
order that would prevent or make unlawful the consummation of the transactions under this
Agreement.  




        9.6
    Additional Disclosure. Buyer must be satisfied, in its sole discretion, with any
additional disclosures made with respect to representations and warranties and exceptions
thereof between the Effective Date and the Closing Date.  




        
    Material Adverse Effect. Since the Effective Date, there shall not have occurred
any changes, events, or effects, which in Buyer’s discretion, shall have had a
material adverse effect on the Business or the Purchased Assets.  



        9.7 






ARTICLE 10 
CLOSING DELIVERIES 



10.     Closing Deliveries.  



        10.1
    Seller Parties' Deliveries.  In connection with and at the time of the Closing, the
Seller Parties shall deliver to Buyer the following:  




        
        (a)       Deliverable
Documents. The following, duly executed by each of the Seller           Parties, to
the extent such Seller Party is a party to such agreement:  













        
        
        (i)
     this Agreement; 




        
        
        (ii)                 a
bill of sale relating to the Purchase Assets substantially in the form of Exhibit A attached
hereto;  




        
        
        (iii)                 any
and all documents necessary for valid, legal transfer of IP, including           without
limitation any and all tradenames and domain names;  




        
        
        (iv)       
 an assignment and assumption of the Lease Agreement;  and 



        
        (b)       Purchased
Assets. Full possession of the Purchased Assets, as set forth           in this
Agreement, including the originally executed Lease Agreement;  





        
        (c)       
Corporate Action. Original executed resolutions of the Board of Directors of
Seller and of Seller’s Owners authorizing the transactions contemplated hereby, dated the
Closing Date;  







        
        (d)       Books
and Records; Consents. The books and records directly related to           the
Business and the Purchased Assets including unaudited financial statements           for
the 24-month period ending as of December 31, 2006, and for the interim           period
thereafter through the Closing Date, to the extent the Seller Parties           possess
said books and records, and all items listed on Schedule 5.3.  




        10.2
    Buyer’s Deliveries. In connection with and at the time of the Closing, Buyer
shall deliver to Seller executed copies of each of the documents listed in Section
10.1(a), to the extent that Buyer is a party to such document, and the Purchase Price,
pursuant to Section 2.1.  




ARTICLE 11 
SURVIVAL AND
INDEMNIFICATION; REMEDIES 



11.    Survival
and Indemnification; Remedies.  




        11.1
    Survival and Indemnification. All representations, warranties, covenants, and
obligations of the Seller Parties in the Transaction Documents will survive the Closing.
The remedies provided in this Article 11 will not be exclusive of or limit any other
remedies that may be available to Buyer. The Seller Parties, jointly and severally, shall
indemnify Buyer and its affiliates, employees, agents, representatives, successors, and
permitted assigns (collectively, the “Buyer Parties”) and hold them
harmless against any loss, liability, taxes, demand, claim, action, cause of action,
cost, damage, deficiency, penalty, fine, or expense, whether or not arising out of third
party claims (including, without limitation, interest, penalties, reasonable attorneys’ fees
and expenses, and all amounts paid in investigation, defense, or settlement of any of the
foregoing) suffered or incurred by Buyer which arise, result from, or relate to any
liability or other obligation of Seller not specifically assumed by Buyer under the
Transaction Documents, or any misrepresentation or breach by a Seller Party of any of
its/her representations or warranties or any nonfulfillment or breach by a Seller Party
to perform any of its/her covenants, agreements, or other provisions in the Transaction
Documents. The Seller Parties’ requirement to provide indemnification under this
Article 11 shall terminate three years after the Closing Date, except for those matters
relating to taxes, employee benefits, environmental,and stockholder
capitalization, for which the requirement shall be indefinite.  














        11.2
    Right to Set-Off. From and after the Closing Date and following delivery of the
Purchase Price payable at Closing to the Seller in accordance with Section 2.1, upon
notice to the Seller Parties specifying in reasonable detail the basis for such set-off,
the Buyer may set-off any amount which the Buyer may be entitled to hereunder (the “Set-Off
Amount”) against amounts otherwise payable for any reason by
Buyer to the Seller Parties. The Set-Off Amount shall be deposited and held in an escrow
account to be determined by Buyer, pursuant to an escrow agreement with customary terms,
including release terms with respect to the ownership and distribution of the Set-Off
Amount, which terms shall require the receipt by the escrow agent of joint written
instructions for release from both of the Seller Parties and Buyer or the receipt of a
final non-appealable binding judgment or order from a court or arbitral authority of
competent jurisdiction. The exercise of such a right of set-off by Buyer in good faith,
whether or not ultimately determined to be justified, will not constitute a breach of
Buyer’s agreements or obligations under this Agreement.  





ARTICLE 12 
NONCOMPETE 



     12.    
          Non-Competition. 



        12.1
    Non-Competition.  In consideration of the execution of
this Agreement and the consummation of the transactions contemplated hereby, and without
the making of any additional payment for or in respect of the covenants and agreements
made in this Section 12.1, each of the Seller Parties hereby covenants and agrees
it/she/he shall not, for a period of two (2) years after the Closing Date
(“Non-Compete Period”), directly or indirectly, in any
county and/or city in the United States of America engage in, or have any interest in, or
manage, or operate or otherwise participate in, or encourage, counsel, advise or
financially assist, or support such Seller Parties’ affiliate, spouse, or other
immediate family member that resides with him/her to be or become involved in, any
activity with any person, firm, corporation, partnership or business (whether as an
advisor, director, officer, employee, agent, representative, principal, partner, security
holder, consultant or otherwise) that engages in any business of selling pasta and
other all-natural gourmet foods and other items which is or may be competitive with the
Business. Each of the Seller Parties acknowledges and agrees that these restrictions are a
material part of the consideration given in this transaction and that Buyer would not have
entered into this Agreement without the Seller Parties agreement to be bound by these
provisions. 












        12.2
    Invalidity. If any of the foregoing provisions of this Article 12 are determined
by any court of competent jurisdiction to be unenforceable by reason of their extending
for too great of a period of time or over too great of a geographic area, or by reason of
their being too extensive in any other respect, such covenants shall be interpreted to
extend only for the longest period of time and over the greatest geographic area, and to
otherwise have the broadest application, as shall be enforceable. The invalidity or
unenforceability of any particular provision of this Agreement shall not affect the other
provisions hereof, which shall continue in full force and effect. Each of the Seller
Parties acknowledges and agrees that the restrictions contained in this Article 12 are
reasonable and will not prevent such Seller Party from earning a living, that Buyer’s
remedy at law for any breach of the provisions of this Article 12 is and will be
insufficient and inadequate and that Buyer shall be entitled to equitable relief,
including by way of temporary restraining order, temporary injunction and permanent
injunction, without the need for posting a bond or for any other undertaking (including
without limitation, the need to prove the inadequacy of money damages), in addition to
any remedies Buyer may have at law.  




ARTICLE 13 
TERMINATION 



13.    Termination.  



        13.1
    Events of Termination.  This Agreement may, by notice given prior to or at the
Closing, be terminated:  




        
        (a)              (i) by
Buyer if a material breach of any provision of this Agreement has           been
committed by Seller and/or either of Seller’s Owners (and not cured           within
five days of written notice if capable of cure) and such breach has           not
been waived; or (ii) by Seller if a material breach of any provision of this
          Agreement has been committed by Buyer (and not cured within five days of
written           notice if capable of cure) and such breach has not been waived;  




        
        (b)              (i) by
Buyer if any of the conditions in Article 9 has not been satisfied           as of the
Closing Date or if satisfaction of such a condition is or becomes           impossible
(other than through the failure of Buyer to comply with its           obligations under
this Agreement) and Buyer has not waived such condition           on or before the
Closing Date; or (ii) by Seller, if any of the conditions           in Article 8 has
not been satisfied as of the Closing Date or if satisfaction of           such a
condition is or becomes impossible (other than through the failure of           Seller to
comply with its obligations under this Agreement) and Seller has           not
waived such condition on or before the Closing Date;  




        
        (c)              by
mutual consent of Buyer and Seller; or  




        
        (d)              by
either Buyer or Seller if the Closing has not occurred (other than through           the
failure of any Party seeking to terminate this Agreement to comply fully           with
its obligations under this Agreement) on or before that date which is           30
days following the Effective Date, or such later date as the Parties may           agree
upon.  




        13.2
    Effect of Termination. Each Party’s right of termination under Section 12.1
is in addition to any other rights it may have under this Agreement or otherwise, and the
exercise of a right of termination will not be an election of remedies. If this Agreement
is terminated pursuant to Section  12.1, all further obligations of the Parties
under this Agreement will terminate; provided, however, that if this
Agreement is terminated by a Party because of the breach of the Agreement by the other
Party or because one or more of the conditions to the terminating Party’s
obligations under this Agreement is not satisfied as a result of the other Party’s
failure to comply with its obligations under this Agreement, the terminating Party’s
right to pursue all legal remedies will survive such termination unimpaired.  













ARTICLE 13
MISCELLANEOUS
PROVISIONS 



14.    Miscellaneous
Provisions.  




        14.1
    Further Assurances. Subject to the terms and conditions herein, each of the
Parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all
appropriate action, and to do, or cause to be done, all things reasonably necessary,
proper or advisable under applicable law and regulations to consummate and make effective
the transactions contemplated by this Agreement.  





        14.2
    Taxes. Seller shall pay all taxes arising out of the transfer of the Purchased
Assets to Buyer pursuant to this Agreement, including its portion of all state and local
personal property tax related to the Purchased Assets, prorated through the Closing Date.  




        14.3
    Expenses. Each of the Parties shall pay all costs and expenses incurred or to be
incurred by it in negotiating and preparing this Agreement and in closing and carrying
out the transactions contemplated by this Agreement.  




        14.4
    Notices. All notices, requests, demands, and other communications hereunder shall
be in writing and shall be deemed to have been duly given as of the date of delivery if
delivered in person, three business days after being mailed (certified, return receipt
requested, postage prepaid), the next business day after deposit with a reputable
overnight courier or the date of delivery via facsimile (if receipt of the facsimile
is acknowledged by the receiving party):  





	 	                  (a)  	If
to Seller's Owners or Seller, addressed to:  







	 	                   (b)  	If
to Buyer, addressed to:  














		
		Amish Natural Sub, Inc.

c/o Amish Naturals, Inc.

8224 County Road 245

Holmesville, Ohio  44633

Attn: David C. Skinner, Sr.

Fax: 330-279-2415









	 	
with
a copy to (which copy shall not constitute notice):













		
		Dennis Brovarone, Esq.

18 Mountain Laurel Dr

Littleton, CO  80127

Fax: 303-466-4826

















        Either
Party hereto may from time to time, by written notice to the other Party, designate a
different address, which shall be substituted for the one specified above for such Party. 






        14.5
    Attorneys’ Fees. In the event of any controversy, claim or dispute between
the Parties hereto arising out of or relating to this Agreement or any of the documents
provided for herein, or the breach thereof, the prevailing Party shall be entitled to
recover from the losing Party its reasonable attorneys’ fees, expenses, and costs
incurred in connection with such controversy, claim, or dispute or any appeal thereof.  




        14.6
    Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective successors and assigns.  




        14.7
    Parties in Interest. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement on any
persons other than the Parties to it and their respective successors and permitted
assigns, nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third persons to any Party to this Agreement.  




        14.8
    Counterparts. This Agreement may be executed in any number of counterparts, any of
which may be transmitted by facsimile or via portable document format by other electronic
means, each of which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument. However, this Agreement shall be ineffective
for any purposes whatsoever unless or until executed by all Parties hereto.  




        14.9
    Headings. The subject headings of the paragraphs and subparagraphs of this
Agreement are included for purposes of convenience only and shall not affect the
construction or interpretation of any of its provisions.  




        14.10
    Entire Agreement. This Agreement (together with the Closing Documents and the
schedules and exhibits to this Agreement) sets forth all of the agreements and
understandings between the Parties hereto relating to the transactions contemplated
hereby or the subject matter hereof, and supersedes all prior agreements and
understandings, inducements or conditions, express or implied, oral or written.  




        14.11
    Amendment; Waivers. This Agreement may not be modified or amended, except in a
writing signed by the Parties hereto. No waiver of any provision of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver.  




        14.12
    Severability. In the event that any of the provisions of this Agreement shall be
held by a court or other tribunal of competent jurisdiction to be invalid or
unenforceable, the remaining portions of this Agreement shall remain in full force and
effect and construed so as to best effectuate the intention of the Parties in executing
it.  




        14.13
    Interpretation. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number, singular or
plural, and any other gender, masculine, feminine, or neuter, as the context requires.
The provisions of this Agreement, and the documents and instruments referred to herein,
have been examined, negotiated, drafted, and revised by the Parties and no implication
shall be drawn nor made against any Party hereto by virtue of the drafting of this
Agreement. The term “including”used herein shall mean “including without
limitation.” 












        14.14
    Governing Law. This Agreement shall be governed by, construed in accordance with
and enforced under the laws of the State of Ohio applicable to agreements executed and to
be performed solely within such State.  




        14.15
    Consent and Jurisdiction; Service. Each party hereto irrevocably and
unconditionally: (i) agrees that any suit, action or other legal proceeding arising out
of this Agreement may be brought in the state and federal courts sitting in the
City of New York, Borough of Manhattan; (ii) consents to the exclusive jurisdiction of any such court in any
such suit, action or proceeding; and (iii) waives any objection which such party may have
to the laying of venue of any such suit, action or proceeding in any such court. Each of
the Parties consents to service of notice of any lawsuit brought under the Transaction
Documents by any of the methods set forth in Section 14.4 hereof.  








[SIGNATURE PAGE TO
FOLLOW] 





















        IN
WITNESS WHEREOF, the Parties hereto have executed or have caused a duly authorized officer
to execute this Agreement all as of the day and year first above written. 














		
	SELLER: 



PRIMA PASTA, INC., 

a California Sub S corporation 



By: /s/ Allam M. Karkafi 

Name:  Allam M. Karkafi 

Its:  Vice President 



By: /s/ Larisa A. Karkafi 

Name:  Larisa A. Karkafi

Its:  President



(Power of Attorney Attached)



______________________________ 
	BUYER:



AMISH NATURAL SUB, INC.,

A Nevada corporation



By: /s/ David C. Skinner, Sr.

Name:  David C. Skinner, Sr.

Its:  President 



























RECORDING REQUESTED BY 

AND WHEN
RECORDED MAIL TO:  



Space Above This Line
for Recorder’s Use Only 






POWER OF ATTORNEY 



        THIS
POWER OF ATTORNEY IS SPECIFICALLY USED FOR THE SALE OF THE BUSINESS LOCATED AT: 



        148
W. 132 STREET UNIT D, LOS ANGELES, CA 90061    BY THIS POWER OF ATTORNEY, LARISSA A.
KARFAFI   of the County of LOS ANGELES,  State of  CALIFORNIA   
does appoint ALLAM M. KARKAFI    true and lawful attorney(s).  




        In
principal’s name, and for principal’s use and benefit, said attorney(s) is/are
authorized hereby; 



	(1) 	to
demand, sue for, collect, and receive all money, debts, accounts, legacies,
               bequests, interests, dividends und annuities, and demands as are now or
shall                hereafter become due, payable, or belonging; to principal, and to
take all                lawful means, for the recovery thereof and to compromise the
same;  






	(2) 	to
buy and sell land, make contracts of every kind relative to land, any
               interest therein or the possession thereof, and to take possession and
exercise                control over the use thereof:  






	(3) 	to
buy, sell, convey, mortgage, hypothecate, assign, transfer, and in any manner
               deal with Real Property, goods, wares, and merchandise, choses in action,
               certificates or shares of capital stock, and other property in possession
or in                action, and to make, do, and transact all and every kind of business
of whatever                nature;  






	(4) 	To
execute, acknowledge and deliver contracts of sale, escrow instructions,
               deeds, leases including leasesfor mineral and hydrocarbon
substances and                assignments of leases, covenants, agreements and
assignments of agreements,                mortgages and assignments of mortgages,
conveyances in trust to secure                indebtedness or other obligations, and
assign the beneificial interest                thereunder, subordinations of liens or
encumbrances, bills of lading, bills,                bonds, notes, receipts, evidences of
debt, releases and satisfactions of                mortgages, requests to reconvey deeds
of trust, partial or full, judgements, and                other debts, and other
instruments in writing or of whatever kind and nature,                all upon such terms
and conditions and under such covenants as said attorney(s)                shall approve.  






GIVING AND GRANTING to said
attorney(s) full power and authority to do all and every act and thing whatsoever
requisite and necessary to be done relative to any of the foregoing as fully to all
intents and purposeses as principal might or could do if personally present.  






		
	/s/ LARISA KARKAFI 	 LARISA A. KARKAFI  








Document Date: 6/27/07  



STATE OF CALIFORNIA           )SS

COUNTY OF LOS ANGELES         ) 







On 6-27-07   before me, TILAKA T
HANARATNAM
   personally appeared LARISA A. KARKAFI   
personally known to me, (or
proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) are
subscribed to the within instrument and acknowledged to me that heshe their
signature(s) on the instrument the person(s) or the entity upon behalf of which the
person(s) acted, executed the instrument.  



WITNESS my hand and official seal. 









		
	Signature /s/ TILAKA THANARATNAM 
	TILAKA THANARATNAM

Commission #1432014

Notary Public - California

Los Angeles County

My Comm. Expires Aug 13, 2007