Exhibit 10.30


    Exhibit
      10.13

     

    

      SHOPPERS
        CHARGE ACCOUNTS CO.

       

      PRIVATE
        LABEL CREDIT CARD AGREEMENT

       

      THIS
        AGREEMENT is made effective this 30th day of October, 2006 by
        and
        between Shoppers Charge Accounts Co., a division of TD Banknorth, N.A., having
        an office at 1000 MacArthur Boulevard, Mahwah, New Jersey 07430 (“SCA”), and New
        Colorado Prime Holdings, Inc., D/B/A Colorado Prime Foods and DineWise, having
        its principal office at 500 Bi-County Boulevard, Farmingdale, New York 11735
        (“Merchant”).

       

      Recitals

       

      WHEREAS,
        SCA is in the business of providing private label credit card programs to
        retailers and their customers (the “Program”), and in connection therewith lends
        to such customers to finance their purchases of goods, merchandise and services
        sold by such retailers; and

       

      WHEREAS
        Merchant is in the business of selling goods, merchandise and services, and
        seeks to sell certain of such goods, merchandise and services on credit to
        its
        retail customers pursuant to the Program.

       

      NOW,
        THEREFORE, in consideration of the covenants and agreements herein contained
        and
        other good and valuable consideration, the adequacy and sufficiency of which
        is
        hereby acknowledged, the parties agree as follows:

       

      Agreement

       

      1. The
        Program; SCA’s Obligations.

       

      (a) SCA
        will
        establish the Program for Merchant and provide the Program to Merchant’s retail
        customers in order to finance purchases of Merchant’s goods, merchandise and
        services by Program customers. In connection therewith, SCA shall lend to
        qualifying Program customers under a revolving line of credit agreement (“Credit
        Card Account”). Said qualifications will be established by SCA from time to time
        in its sole discretion. All Credit Card Accounts are revolving lines of credit,
        meaning that the customer is able to make payments and draw against the line
        of
        credit to make additional authorized purchases from Merchant from time to
        time
        while the Account is open and valid.

       

      (b) SCA
        shall
        provide to Merchant application materials in such amounts as are necessary
        to
        operate the Program. Applications shall be on forms and pursuant to guidelines
        approved by SCA in its sole discretion.

       

      (c) SCA
        shall
        produce and distribute to approved card applicants private label credit cards,
        the standard offering of which is a two-color process card; should the Merchant
        desire a more elaborate design (subject to approval by SCA in its sole
        discretion), SCA reserves the right to pass the cost differential on to the
        Merchant, but Merchant will be so advised prior to a production order being
        placed.

       


      
        
          
          

        

        
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      (d) SCA
        shall
        make all credit analyses and determinations with respect to credit applications
        for Credit Card Accounts in its sole discretion.

       

      (e) SCA
        shall
        take commercially reasonable actions necessary or appropriate to assure that
        all
        aspects of the Program, including, without limitation, application forms,
        change
        in terms notices, account agreements, billing statements and servicing and
        collection procedures, are in material compliance with all applicable laws,
        rules and regulations, including, without limitation, the federal
        Truth-in-Lending Act, the federal Equal Credit Opportunity Act, the federal
        Fair
        Credit Reporting Act, the federal Fair Credit Billing Act, the federal
        Gramm-Leach-Bliley Act and federal regulations concerning the privacy of
        customer information, and federal Guidelines for Safeguarding Customer
        Information. 

       

      (f) SCA
        shall
        provide Merchant with reports reflecting number of new account and balance
        volumes, as well as any additional reports reasonably requested by Merchant,
        provided that such reports are permitted under applicable law including,
        without
        limitation, the Gramm-Leach-Bliley Act and federal Regulation P. All such
        reports will be in a format reasonably acceptable to Merchant.

       

      (g) SCA
        shall
        pay all postage costs associated with the administration of the
        Program.

       

      (h) SCA
        will
        provide for the inclusion of statement inserts provided by the Merchant,
        provided that (i) SCA receives such inserts ten (10) business days before
        statement production, and (ii) SCA approves the content of such statements
        in
        its sole discretion. In the event that the statement insert causes the weight
        of
        the statement mailing to exceed one (1) ounce, Merchant shall be responsible
        for
        payment of all excess postage.

       

      2. Processing
        Fee.

       

      (a) SCA
        agrees to advance funds to Program customers in accordance with the terms
        of
        their Credit Card Account agreements to finance the purchase of goods,
        merchandise and services from Merchant, provided such purchases are evidenced
        by
        sales slips (“Sales Slips”) processed by Merchant in accordance with procedures
        established or to be established by SCA and provided to Merchant. For each
        such
        purchase, SCA shall fund to Merchant an amount equal to the face amount of
        the
        Sales Slip, minus a Processing Fee to be determined as follows:

       

      (i) one
        and
        three quarters percent (1.75%) of the purchase amount for "Standard" purchases
        (customers are permitted additional, authorized purchases to be charged on
        the
        Credit Card Account with minimum/fluctuating payment amounts due monthly
        based
        on the outstanding balance);

       

      (ii) one
        and
        ninety-five hundredths percent (1.95%) of the purchase amount for “Promotional
        Three Equal Payment” purchases (customers are required to pay three equal
        minimum monthly payments with retroactive finance charges assessed to date
        of
        purchase if the original purchase amount is not paid in full by the end of
        the
        promotional period); 

       


      
        
          
          

        

        
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      (iii) two
        percent (2.00%) of the purchase amount for “Promotional Four Equal Payment”
purchases (customers are required to pay four equal minimum monthly payments
        with retroactive finance charges assessed to date of purchase if the original
        purchase amount is not paid in full by the end of the promotional period);
        

       

      (iv)
         three
        and
        one-half percent (3.50%) of the purchase amount for “Promotional Six Equal
        Payment” purchases (customers are required to pay six equal minimum monthly
        payments with retroactive finance charges assessed to date of purchase if
        the
        original purchase amount is not paid in full by the end of the promotional
        period);

       

      (v) five
        percent (5.00%) of the purchase amount for “Promotional Eight Equal Payment”
purchases (customers are required to pay eight equal minimum monthly payments
        with retroactive finance charges assessed to date of purchase if the original
        purchase amount is not paid in full by the end of the promotional period);
        

       

      (vi)
         one
        percent (1.00%) of the purchase amount for “Promotional Three Equal Payment”
purchases (customers are required to pay three equal minimum monthly payments
        and will pay finance charges at the rate of 15% APR on the unpaid balance
        each
        month, using the average daily balance method of finance charge
        calculation);

       

      (vii) one
        and
        one half percent (1.50%) of the purchase amount for “Promotional Four Equal
        Payment” purchases (customers are required to pay four equal minimum monthly
        payments and will pay finance charges at the rate of 15% APR on the unpaid
        balance each month, using the average daily balance method of finance charge
        calculation);

       

      (viii) one
        and
        eight-tenths percent (1.80%) of the purchase amount for “Promotional Six Equal
        Payment” purchases (customers are required to pay six equal minimum monthly
        payments and will pay finance charges at the rate of 15% APR on the unpaid
        balance each month, using the average daily balance method of finance charge
        calculation); and

       

      (ix) two
        and
        five-eighths percent (2.625%) of the purchase amount for “Promotional Eight
        Equal Payment” purchases (customers are required to pay eight equal minimum
        monthly payments and will pay finance charges at the rate of 15% APR on the
        unpaid balance each month, using the average daily balance method of finance
        charge calculation).

       

        (b) SCA
        and
        Merchant shall agree in writing to any additions to the promotions listed
        in
        Section 2(a) above before any such other promotions are offered to customers.
        The choice of which promotion to offer to an individual customer will be
        at the
        option of Merchant, provided however
        that SCA
        reserves the right, in its sole discretion, to make changes to any terms
        with
        reasonable notice to the Merchant and customers prior to any change taking
        effect.

       

      3. Merchant
        Representations and Warranties and Covenants.

       

      (a) The
        Merchant represents and warrants that all sales financed by SCA are true
        sales
        of deliverable and merchantable goods or of services actually performed and
        provided

       


      
        
          
          

        

        
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      by
        Merchant, including shipping and handling charges, applicable taxes and other
        fees imposed by Merchant, and that there are no defenses, credits, set-offs,
        deductions or counterclaims of which Merchant is aware, assertable now or
        in the
        future against the same, by customers or third parties and that Merchant
        owns
        such goods and proceeds, free and clear of any liens and that the related
        Sales
        Slips are genuine, valid and subsisting and are free and clear of all liens
        and
        encumbrances. Should Merchant be deemed to have breached this Agreement and
        the
        above stated warranty, then in that event Merchant agrees to indemnify SCA
        for
        any loss sustained by SCA.

       

      (b)
         The
        Merchant represents and warrants that it shall take all actions necessary
        or
        appropriate to assure that all aspects of the Program within its control,
        including, without limitation, the taking of applications, communications
        with
        applicants and Program customers, and the processing of Sales Slips are in
        compliance with all Program policies and procedures established by SCA and
        all
        applicable laws, rules and regulations, including, without limitation, the
        federal Equal Credit Opportunity Act, and federal Guidelines for Safeguarding
        Customer Information.

       

      (c)
         It
        is
        understood that SCA will be the owner of all Credit Card Accounts and related
        receivables and, if its ownership is ever called into question, SCA has a
        security interest in the goods and merchandise purchased, which security
        interest, if any, Merchant hereby grants to SCA. Merchant authorizes SCA
        to take
        any and all action necessary to perfect this security interest. Merchant
        agrees
        to maintain for a period of six (6) years electronic files and paper Sales
        Slips
        containing details of all sales transactions under the Credit Card Accounts
        and
        transmitted to SCA electronically. Merchant agrees to permit a representative
        of
        SCA to audit such records of Sales Slips during business hours and at such
        time
        as shall be mutually convenient for all parties. Merchant further agrees,
        either
        as a result of a request made by SCA or a request directly made by the holder
        of
        a Credit Card Account, that Merchant will provide such information regarding
        prior sales as may be required in order to comply with the Fair Credit Billing
        Act, and that SCA may, at any time and its sole discretion, require that
        Merchant submit hard copies of all Sales Slips and other sales documents
        to SCA
        in addition to electronic transmission. 

       

      (d)
         It
        is
        understood that this Agreement covers future advances and after acquired
        property with regard to the Credit Card Accounts, and SCA, as the Secured
        Party
        under this Agreement, has the right to make future advances which will be
        secured under this Agreement and any Uniform Commercial Code filings made
        in
        accordance with this Agreement.

       

      (e) For
        face
        to face credit card applications, Merchant agrees that it will obtain two
        (2)
        pieces of acceptable and valid identification documents as set forth in the
        Acceptable Identification Documentation list provided by SCA, as amended
        from
        time to time, when processing an application with SCA. Merchant further agrees
        that it will accurately record the type and required information from said
        acceptable and valid identification, and that it will not process an application
        where such identification appears to be fraudulent or has expired. Additionally,
        Merchant agrees to review and compare the photographs and signatures that
        appear
        on such acceptable and valid identification to ensure that they are similar
        in
        appearance to the applicant’s appearance and applicant’s signature on the
        application.

       


      
        
          
          

        

        
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      Additionally,
        Merchant
        agrees
        to the following procedure for telephone credit card applications: 

       

      
        	 	
                ·

              	
                Record
                  all phones calls 

              


      

      
        	 	
                ·

              	
                Verify
                  applicants name, street address, city, state and date of birth
                  

              


      

      
        	 	
                ·

              	
                Obtain
                  applicants social security number 

              


      

      


       

      (f) For
        face
        to face credit applications, Merchant agrees that it will store all completed
        customer applications, both approved and declined, in a secure location until
        such time as the applications are forwarded to SCA, said forwarding to take
        place no less frequently than once per month.

       

      (g) Merchant
        consents to SCA personnel monitoring and/or recording telephone conversations
        between Merchant and SCA personnel in order to evaluate the quality of SCA’s
        services.

       

      4. Accounts
        Non-Recourse.
        SCA
        agrees that it will bear any and all losses sustained on Credit Card Accounts
        and will not have any recourse against Merchant, except that SCA may chargeback
        to Merchant any transaction generated under Credit Card Accounts which SCA
        reasonably deems to be uncollectible as a result of unresolved customer
        disputes, improper sales floor procedures, or a breach of Merchant’s
        representations and warranties under this Agreement (“Chargeback”).


       

      Improper
        Sales Floor procedures include, but are not limited to: 

       

      
        	 	
                (i)

              	
                the
                  Sales Slip and Application are not completed per SCA guidelines.
                  

              


      

      (ii)
         the
        Sales
        Slip is a duplicate of a transaction previously paid. 

      (iii) the
        price
        of the goods or services shown on the Sales Slip differs from the amount
        shown
        on the receipt delivered to the Cardholder at the time of the transaction.
        

      (iv)
         Merchant
        did not obtain authorization from SCA for the transaction represented by
        the
        Sales Slip. 

      (v)
         SCA
        determines that Merchant has violated or not complied with any term, condition,
        covenant, warranty, or other provision of this Agreement or any other agreement
        between the parties, or any of SCA’s procedures, in connection with the Sales
        Slip or the transaction to which it relates. 

      (vi)
         SCA
        determines that the Sales Slip is fraudulent or that the related transaction
        is
        not a bona fide transaction in Merchant’s ordinary course of business, or is
        subject to any claim of illegality, cancellation, rescission, avoidance,
        or
        offset for any reason whatsoever, including without limitation negligence,
        fraud, or dishonesty on the part of Merchant or any of its agents or employees.
        

      (viii) SCA
        did
        not receive an Application as required. 

      (ix)
         SCA
        did
        not receive a copy of the Sales Slip as required.

      (x)
         the
        Sales
        Slip is submitted prior to acceptance of merchandise by the Customer.



      
        
          
          

        

        
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      (xi)
        merchandise is shipped to an address other than the billing address and the
        Cardholder disputes delivery of the merchandise. 

      (xii)
        merchandise valued in excess of $1,000 is shipped or delivered without requiring
        and securing a signed receipt from Customer and the Cardholder disputes delivery
        of the merchandise.

      


      Unresolved
        customer disputes include, but are not limited to:

      


      (i)
         Cardholder
        claims that they have not been satisfied with a purchase or service that
        emanated from the Merchant. 

      (ii)
         the
        Cardholder disputes the execution of the Sales Slip, or the sale, delivery,
        quality, or performance of the goods or services. 

      (iii)
         the
        Cardholder contends that it did not authorize the transaction represented
        by the
        Sales Slip or did not authorize the transaction in the amount shown on the
        Sales
        Slip. 

      (iv)
         the
        Cardholder alleges that a credit adjustment was requested within the parameters
        of Merchant’s documentable return policies and refused, or that a credit
        adjustment was issued by Merchant but SCA did not receive the
        credit.

      


      Merchant
        shall be fully responsible for Chargebacks upon SCA’s determination and notice
        pursuant to Section 5 hereof.

       

      5. Calculation
        of Chargebacks.
        SCA may
        determine at any time in its sole reasonable opinion that a transaction should
        be classified as a Chargeback. Upon appropriate notice from SCA that a
        transaction is a Chargeback, Merchant shall pay SCA the amount of the Sales
        Slip
        plus all added fees including, but not limited to, finance charges, late
        fees,
        NSF fees and the like, less any amounts received by SCA on account of such
        transaction, and Merchant shall thereafter own such Chargeback, and, as such,
        shall be entitled to pursue any collection efforts the Merchant deems necessary
        and appropriate, with any subsequent recoveries as a result of said collection
        efforts being the sole property of the Merchant.

       

      6. Payments
        for Chargebacks.
        Payment
        to SCA in accordance with Sections 4 and 5 herein shall be made by deduction
        against monies due from SCA to Merchant under this Agreement. Any balance
        which
        may be still due and owing to SCA after accounting for such set-off shall
        be
        immediately payable by Merchant.

       

      7. SCA
        Authority regarding Chargebacks.
        In the
        event Merchant fails to make prompt payment pursuant to the demand of SCA,
        as
        provided in Sections 4, 5 and 6 herein, SCA shall have the right to litigate,
        extend the time of payment, compromise or settle any Chargebacks, or to set-off
        any amounts owed to SCA pursuant to Section 8 herein. Any such action by
        SCA
        shall not be deemed to be a waiver of any rights of SCA against
        Merchant.

       

      8. Reserve.
        In
        addition to the agreed rates of discount set forth in Section 2 hereof, and
        pursuant to the Merchant’s Chargeback obligations as defined in Sections 4, 5
        and 6 hereof, SCA shall deduct from the amount of the Sales Slips of current
        Credit Card Accounts in the ordinary course of business an additional sum
        of one
        half percent (0.50%) (the “Reserve”) which

       


      
        
          
          

        

        
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      SCA
        shall
        hold cumulatively. It is further agreed that SCA shall reconcile said Reserve
        to
        an amount equal to three percent (3.00%) of
        the
        outstanding Credit Card Account balances then being owned by SCA, at the
        end of
        each calendar quarter and such Reserve account shall not be diminished below
        three percent (3.00%) of such balances. In the event that there exists an
        overage in the Reserve at the point(s) of reconciliation, SCA will return
        to the
        Merchant, after deducting any sum that may be due SCA from said Reserves,
        the
        excess thereof, if any. In the event that there is a deficit in the Reserve
        at
        the point(s) of reconciliation, the Merchant shall remit the amount of said
        deficit to SCA immediately upon notification. Within 15 days of each calendar
        quarter, SCA will pay the Merchant interest on the Reserve at a rate that
        is one
        percent (1.00%) below the domestic Prime Rate as published in The Wall Street
        Journal on Friday of each full calendar week.

       

      SCA
        will
        hold the Reserve for as long as the Program is ongoing. In the event that
        the
        Program is terminated for any reason by either party as provided for herein,
        SCA
        will continue to hold the Reserve until such time as the aggregate outstanding
        balance of all Credit Card Accounts is zero. SCA may, at its sole option,
        return
        the Reserve in partial settlements, refunding to the Merchant any excess
        in the
        Reserve above the actual total amount of outstanding Credit Card Accounts
        after
        termination of this Agreement.

       

      9. SCA
        Right of Set-Off and Collateral Security.
        Merchant
        hereby grants to SCA the right of set-off. SCA may apply any monies due and
        owing to Merchant, or any monies in its possession belonging to Merchant,
        against monies which become due and owing to SCA by Merchant pursuant to
        any of
        the provisions of this Agreement. Merchant hereby grants to SCA a
        contractual possessory security interest in, and hereby assigns, conveys,
        delivers, pledges, and transfers to SCA all Merchant’s right, title and interest
        in and to, all deposit accounts Merchant may open in the future at TD Banknorth,
        N.A.

       

      


       

      10. Handling
        of Customer Payments. 

       

      (a) In
        connection with the Program, SCA will send monthly billing statements to
        the
        account holder(s), which statements will contain an envelope addressed to
        SCA’s
        lockbox. However, in the event that Merchant receives any payments on Credit
        Card Accounts, it will promptly forward such payments to SCA in the form
        received (or by check covering multiple payments), or it shall electronically
        advise SCA of the receipt thereof. If a notification of payments is transmitted
        electronically to SCA, SCA shall deduct the total amount of said payments
        from
        monies owed to Merchant. In the event that the total amount of said payments
        exceeds monies owed to Merchant, then, in that case, Merchant shall make
        payment
        to SCA within five (5) days after notification that such a situation exists.
        Even if a Credit Card Account holder’s payment check is made payable to the
        order of Merchant, Merchant acknowledges that it holds such funds solely
        for the
        benefit of SCA. Merchant assumes all risk of loss of said funds while in
        Merchant’s possession and in transit to SCA. In the event that Merchant fails to
        pay such amount to SCA, then SCA may, at its discretion exercise any and
        all
        rights of set-off provided for herein.

       


      
        
          
          

        

        
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      (b) Merchant
        irrevocably constitutes and appoints SCA, a division of TD Banknorth, N.A.
        as
        its attorney-in-fact to endorse the name of Merchant on any payments received
        by
        SCA on Credit Card Accounts. In the event that there are filings on Merchant’s
        behalf of any forms and documents required by the Uniform Commercial Code,
        Merchant agrees that it will sign said forms and documents on a timely basis,
        or
        will instead allow SCA to sign said forms and documents on its
        behalf.

       

      11. Returns.
        Merchant
        may, in its sole discretion, accept returns of products under a Credit Card
        Account and shall advise SCA within twenty-four (24) hours of granting any
        such
        return. Thereupon, SCA will credit the appropriate Credit Card Account for
        the
        charge imposed for such returned products. SCA may deduct the amount paid
        to
        Merchant for the purchases of such returned goods or merchandise from other
        monies, if any, due Merchant. If there are no monies due from SCA to Merchant,
        then in that event Merchant shall forthwith upon notice pay such amount to
        SCA.
        In the event that Merchant fails to pay such amount to SCA, then SCA may,
        at its
        discretion exercise any and all rights of set-off provided for herein. Merchant
        acknowledges that it does not have the right to make any adjustments to Credit
        Card Accounts with respect to any fees or charges imposed by SCA.

       

      12. Settlement.
        Settlement of monies due the Merchant for Sales Slips transmitted to SCA
        shall
        be made on a daily basis, Monday through Friday, not later than twenty-four
        (24)
        hours after the file is received by SCA, except if the file is received after
        3
        PM (Eastern Time) or if one of those days is a national holiday, in which
        case
        settlement will be made on the following business day. Settlement will be
        transmitted electronically through the Automated Clearing House to the
        Merchant’s designated account or another method if mutually agreed to by both
        parties.

       

      13. Restrictions
        on Competitor Financing.
        Merchant
        agrees, during the term of this Agreement, that it will not provide or arrange
        for any other competing retail private label credit card charge program.
        It is
        understood that this Section shall not be deemed to include universal credit
        card plans such as, but not limited to, Visa, MasterCard, American Express,
        Diners Club, Carte Blanche and Discover Card.

       

      14. Submission
        of Financial Statements.
        Merchant
        agrees to provide SCA with copies of its annual financial statements and
        annual
        reports within one hundred-eighty (180) days after each fiscal year end.
        Filing
        with the Securities and Exchange Commission is deemed delivery. 

       

      15. Merchant
        Default.
        Merchant
        shall be in default under this Agreement (“Merchant Default”) if: (a) a petition
        in bankruptcy is filed by or against Merchant and is not dismissed within
        sixty
        (60) days; (b) Merchant makes or offers to make an assignment or compromise
        for
        the benefit of its creditors; (c) Merchant ceases to do business as a going
        concern (unless cessation is the result of Merchant being acquired by another
        entity that will be continuing the business); (d) a receiver or trustee of
        Merchant’s assets is appointed; (e) Merchant fails to forward any payments on
        Accounts it receives as provided for in this Agreement; or (f) Merchant
        materially breaches any obligation under this Agreement and fails to cure
        such
        breach within ten (10) days after written notice from SCA specifying the
        nature
        of such breach, or if

       


      
        
          
          

        

        
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      said
        breach is of such nature that cannot be cured within ten (10) days, Merchant
        fails to commence actions and diligently work toward effecting a cure to
        SCA’s
        satisfaction, determined in SCA’s sole discretion.

       

      16. Term
        of Agreement.
        Either
        party may terminate this Agreement immediately upon the occurrence of an
        event
        of default by the other party. Unless either party terminates this Agreement
        upon a default by the other party, this Agreement shall remain in effect
        through
        December 2, 2007 (“Present Term”) and will automatically renew for an additional
        year at the end of the Present Term and each subsequent anniversary unless
        either party has given written notice of non-renewal at least ninety (90)
        days
        prior to the renewal date. Subject to Section 15, upon termination of this
        Agreement for any reason, including as a result of either SCA or Merchant
        ceasing to do business, the obligations of both parties, including without
        limitation the obligations under Section 4, shall continue with respect to
        all
        Credit Card Account balances arising during the life of this Agreement.


       

      
        	 	
                17.

              	
                Confidential
                  Information.

              


      

       

      Notwithstanding
        anything to the contrary contained in section 17, it is expressly understood
        that merchant may use Cardholders personal information in the course of
        conducting it's day to day business requirement. Such use includes but is
        not
        limited to: (a) sharing information with any third party for the purpose
        of
        building a marketing or shared coop database, (b) List exchanges, (C) List
        brokerage or list sale. It is further understood that Merchant shall not
        disclose any personal financial information, including social security numbers,
        account balances, or any other credit related confidential information.


       

      (a)
        Except as required by law, court of competent jurisdiction or regulatory
        body,
        SCA and Merchant shall keep strictly confidential and shall not disclose,
        copy
        or use any Confidential Information, except to implement the provisions of
        this
        Agreement. “Confidential Information” shall mean the following: (a) Cardholder
        names, account balances, addresses and any non-public personal information
        of
        customers as defined under federal Regulation P; (b) information regarding
        the Program, and SCA’s customers, pricing policies, methods of operation,
        proprietary computer programs, sales, products, profits, costs, markets,
        key
        personnel, product applications and technical processes; and (c) information
        disclosed by the parties in writing or machine readable form and the writing
        or
        machine readable form has been marked "Proprietary," "Confidential," or in
        any
        similar manner which gives notice of its confidential nature. It is understood
        that the aforesaid will in no way limit SCA from providing such information
        as
        is required relating to the customers, their balances and their addresses,
        in
        order for SCA to provide the appropriate credit and collection analysis and
        services as are required of it under this Agreement, including, but not limited
        to, submitting customer names, addresses and balances to credit bureaus for
        credit and collection purposes, and the like. Confidential Information may
        be
        disclosed pursuant to a subpoena issued by any court or government agency,
        and
        may also be disclosed to any governmental agency or regulators of TD Banknorth,
        N.A. Nothing in this Section 17 shall preclude SCA from disclosing Confidential
        Information to any state or federal body or agency with regulatory authority
        over TD Banknorth, N.A. or Merchant.

       


      
        
          
          

        

        
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      (b)
        Without limiting the foregoing, Merchant agrees as follows: All capitalized
        terms used in this subsection and not otherwise defined shall have the meanings
        set forth in the Office of the Comptroller of the Currency’s “Privacy of
        Consumer Financial Information” Regulation (12 C.F.R. Part 40), as amended from
        time to time (the “Privacy Regulation”), and the “Interagency Guidelines
        Establishing Standards for Safeguarding Customer Information” (12 C.F.R. Part
        30), as amended from time to time (the “Safeguarding Guidelines”), issued
        pursuant to Section 504 of the Gramm-Leach-Bliley Act (15 U.S.C. 6801 et
        seq.).
        Merchant acknowledges that the Privacy Regulation and Safeguarding Guidelines
        govern the use, disclosure, privacy and security of Nonpublic Personal
        Information about consumers. Merchant hereby represents and warrants with
        respect to any Nonpublic Personal Information obtained by Merchant in connection
        with this Agreement that it shall:

       

      (i) Comply
        with the terms and provisions of the Privacy Regulation, including, without
        limitation, the provisions regarding the sharing of Nonpublic Personal
        Information (as defined in the Privacy Regulation);

       

      (ii) Comply
        with the terms and provisions of the Safeguarding Guidelines, including,
        without
        limitation, adopting, implementing and maintaining written policies and
        procedures to (A) ensure the security and confidentiality of Nonpublic Personal
        Information; (B) protect against any anticipated threats or hazards to the
        security or integrity of the Nonpublic Personal Information; and (C) protect
        against unauthorized access to or use of the Nonpublic Personal Information
        that
        could result in substantial harm or inconvenience to any consumer;

       

      (iii) Not
        disclose or use any Nonpublic Personal Information except to perform its
        obligations under this Agreement, or as otherwise permitted by the Privacy
        Regulation and other applicable laws;

       

      (iv) Not
        make
        any changes to its security measures that would increase the risk of any
        unauthorized access;

       

      (v) Not
        disclose any Nonpublic Personal Information to any other entity;

       

      (vi) In
        the
        event Merchant knows or reasonably believes that there has been any unauthorized
        access (or attempted unauthorized access) to Nonpublic Personal Information
        in
        the possession or control of merchant that compromises (or threatens to
        compromise) the security, confidentiality or integrity of such Nonpublic
        Personal Information:

       

      (A) promptly
        notify SCA of such unauthorized access or attempted unauthorized
        access;

       

      (B) identify
        to SCA (at no cost to SCA) what specific Nonpublic Personal Information may
        have
        been accessed, including (if applicable) the name and account number of each
        affected consumer;

       


      
        
          
          

        

        
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      (C) take
        reasonable steps to remedy the circumstances that permitted any such
        unauthorized access to occur; and

       

      (D) take
        reasonable steps to prohibit further disclosure of Proprietary
        Information.

       

      18. Customer
        Solicitations.
        SCA
        shall not, except as expressly permitted in this Agreement, send any material,
        information or documents to any customers without the express prior written
        consent of the Merchant, except for any materials, information or documents
        relating solely to the servicing of the Credit Card Accounts, including,
        but not
        limited to, collection letters and compliance notifications.

       

      19. Promotional
        Allowance.
        On an
        ongoing basis during each Contract Year, SCA will make available to the Merchant
        an amount equal to one half percent (0.50%) percent of the prior Contract
        Year’s
        net sales volume defined as gross sales less returns (“Promotional Allowance”),
        such Promotional Allowance to be used specifically by the Merchant toward
        the
        marketing of the Program. However, in the present Contract Year which ends
        on
        December 2, 2006, SCA agrees to provide the Merchant with a Promotional
        Allowance of fifteen thousand Dollars ($15,000).  The Merchant understands
        that it must receive pre-approval of all marketing initiatives and materials
        contemplated prior to submitting an invoice for reimbursement to SCA. 
There will be no carry over of any unused promotional funds at the end of
        each
        Contract Year. No more than ten percent (10.0%) of each Contract Year’s
        Promotional Allowance may be used to offset the cost of print advertisements,
        including, but not limited to, newspaper advertisements, newspaper inserts,
        catalogs and the like. Merchant represents and warrants that is shall abide
        by
        the promotional guidelines provided by SCA, as amended from time to
        time.

       

      20. Merchant
        Marks.
        Merchant
        grants to SCA the right, license and privilege to use Merchant’s trademarks,
        retail marks and service marks (“Merchant Marks”) on Program materials,
        specifically including, but not limited to, application forms, periodic
        statements and other Program related communications, as determined by SCA
        in its
        commercially reasonable discretion. SCA shall use the Merchant Marks solely
        in
        the forms and formats approved by Merchant prior to any such use.

       

      21. Governing
        Law; Jurisdiction/Venue; Waiver of Jury Trial.
        

       

      (a)
         This
        Agreement shall be governed by, and construed and enforced in accordance
        with
        the laws of the State of New Jersey. In the event of any controversy, claim
        or
        dispute between the parties arising out of or relating to this Agreement,
        such
        controversy, claim or dispute shall be resolved in a state or federal court
        of
        the States of New Jersey, and the parties hereby irrevocably consent to the
        jurisdiction and venue of such courts.

       

      (b) Merchant
        and SCA voluntarily and irrevocably consent and agree that all claims for
        any
        special, consequential, incidental, indirect, punitive or exemplary damages
        arising out of or relating to this Agreement, or for the other’s attorneys’
fees, are waived.

       

      (c) MERCHANT
        AND SCA HEREBY VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY
        JURY IN
        ANY DISPUTE ARISING

       


      
        
          
          

        

        
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      PURSUANT
        TO THE TRANSACTIONS, PAST, PRESENT AND FUTURE, UNDER THIS
        AGREEMENT.

       

      22. Restrictions
        on Assignment.
        This
        Agreement is not assignable by either party without the prior written approval
        of the other party. In the event of an acquisition of Merchant or a majority
        of
        its assets by merger, consolidation, asset purchase or the like, SCA shall
        use
        its best efforts to reach an agreement for the continuation of the Program
        with
        the acquirer. It
        is
        understood that on July 14, 2006, the Merchant completed a reverse acquisition
        with Simplagene USA, Inc.

       

      23. Limited
        Invalidity.
        The fact
        that any clause or paragraph in this Agreement may be determined to be
        unconstitutional, illegal, or otherwise ineffective shall in no way affect
        any
        other clause or paragraph of this Agreement, which shall remain in full legal
        force and effect.

       

      24. Verifications
        of Sales.
        SCA may,
        without notice, make test verifications of Merchant’s sales under Credit Card
        Accounts. The test verification will be carried out by means of a letter
        sent to
        the account holders asking them to confirm the sale.

       

      25. Capacity;
        Authority; Validity.
        Merchant represents and warrants that it has all necessary corporate power
        and
        authority to enter into this Agreement and that consummation of the transactions
        contemplated hereby have been duly and validly authorized by all necessary
        corporate action. This Agreement, when executed, constitutes the valid and
        binding obligation of Merchant, enforceable in accordance with its terms.
        Neither execution of this Agreement nor the consummation of the transactions
        contemplated hereby will (i) conflict with, result in the breach of, constitute
        a default under, or accelerate the performance required by, the terms of
        any
        order, law, regulation, contract, instrument or commitment to which Merchant
        is
        a party or by which it is bound, (ii) violate the articles of incorporation
        or
        bylaws or any other equivalent organizational document of Merchant, (iii)
        require any consent, approval, authorization or filing under any law,
        regulation, judgment, order, writ, decree, permit, license or agreement to
        which
        Merchant is a party or by which it is bound or to which it is subject, or
        (iv)
        require the consent or approval of any other party to any material contract
        to
        which Merchant is a party.

       

      26. Notices. All
        notices and other communications required or permitted to be given to a party
        pursuant to this Agreement shall be in writing, and shall be deemed duly
        given
        (i) on the date delivered if personally delivered, (ii) on the date sent
        by
        telecopier with automatic confirmation by the transmitting machine showing
        the
        proper number of pages were transmitted without error, (iii) on the business
        day
        after being sent by overnight courier service which utilizes a written form
        of
        receipt for next day or next business day delivery, or (iv) two (2) business
        days after mailing, if mailed by United States postage-prepaid certified
        or
        registered mail, return receipt requested, in each case addressed to the
        applicable party at the address set forth on the first page of this Agreement;
        provided that a party hereto may change its address for receiving notice
        by the
        proper giving of notice hereunder. In addition, copies of all notices sent
        to
        SCA shall also be provided to TD Banknorth Legal Department, 1000 MacArthur
        Blvd., Mahwah, New Jersey 07430.

       


      
        
          
          

        

        
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      27. Waiver.
        Waiver
        by either party of any breach of this Agreement, or of any portion or provisions
        thereof, shall not be construed as a waiver of any subsequent or other breach;
        nor shall failure of either party to exercise any right, remedy, privilege
        or
        option granted to it under this Agreement operate as a waiver thereof or
        give
        rise to any estoppel in favor of the other party. No waiver by either party
        shall be effective unless it is a duly authorized and signed writing, and
        then
        only to the extent specifically stated. All rights, remedies, and privileges
        of
        either party under this Agreement are cumulative and not alternative and
        may be
        exercised concurrently or seriatim, and are in addition to and not in lieu
        of
        any and all rights and remedies of either party at law, in equity, under
        statute, or otherwise.

       

      28.
         Indemnification.
        SCA and
        Merchant agree to defend, indemnify and hold harmless the other from any
        actual
        damages that may arise for all actual or alleged violations of any local,
        state
        or federal consumer protection law or regulation by virtue of the other’s
        alleged acts or omissions which occur after the effective date of this
        Agreement.

       

      29.
         Entire
        Agreement.
        This
        Agreement incorporates the entire understanding of the parties and supersedes
        any and all existing agreements, whether written or oral, with respect to
        the
        subject matter hereof, and no representation, warranty or agreement not set
        forth herein or in a writing delivered pursuant hereto shall be binding on
        either party.

       

      30.
         Captions;
        Counterparts.
        The
        captions in this Agreement are for convenience only and shall not be considered
        a part of or affect the construction or interpretation of any provision of
        this
        Agreement. This Agreement may be executed in counterparts, each of which
        shall
        be an original, but all of which together shall constitute one and the same
        instrument.

       

      31.
         Amendments
        and Waivers.
        None of
        the terms or provisions of this Agreement may be waived, altered, modified
        or
        amended except by an instrument in writing duly executed by both
        parties.

       

      32.
         Further
        Assurances.
        On and
        after the date hereof, each party shall, at the other party’s request, execute,
        acknowledge and deliver all such acknowledgments and other instruments as
        may be
        reasonably necessary or appropriate to fully and effectively carry out the
        transactions contemplated hereby. 

       

      


       

      Remainder
        of Page Intentionally Left Blank

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF,
        the
        parties have executed and delivered this Agreement on the date first above
        written. 

       

      


       

      New
        Colorado Prime Holdings, Inc.  Shoppers
        Charge Accounts Co.,

      D/B/A
        Colorado Prime Foods and      
a
        division of TD Banknorth,
        N.A.

      DineWise 


       

      


       

      BY:
        /s/Thomas McNeill      BY:
        /s/Thomas R. Nelson    

      Name: Thomas
        McNeill      Name:
        Thomas R. Nelson

       

      Title: VP-CFO      Title:
        Division President

       

    

    
      
        
        

      

      
        -14-