exv10w58



 




Exhibit 10.58


LOAN AGREEMENT




THIS AGREEMENT between FOOD INVESTORS CORPORATION (“FIC”), and CUISINE
SOLUTIONS, INC., a Delaware corporation, with its principle place of business
in the State of Virginia (“CSI”) is made in the following terms and conditions:



FIC, hereafter referred as the “lender”, agrees to lend CSI, hereafter referred
as the “borrower”, the amount of three hundred thousand (300,000) US Dollars,
upon these terms and conditions set forth below.



Article 1: Amount of the loan




THREE HUNDRED THOUSAND US DOLLARS (US$300,000), initially in one single advance
of three Hundred Thousand Dollars, which will be paid by FIC by wire transfer
of immediately available funds into the CSI bank account number 2000073692126
at WACHOVIA Bank. Amounts repaid may be re-borrowed upon the written request of
borrower and advanced in the manner set forth in the preceding sentence. CSI
shall make notations in its books and records as to loan amounts borrowed and
repaid and the dates thereof, which shall be binding on the partied absent
manifest error.



Article 2: Purpose of the loan




The loan will be used to finance short-term operations for the borrower.



Article 3: Effective Date, duration and repayment




The loan is immediately payable 90 days after the line of credit agreement with
Bank of Charles Town is finalized and the funds are made available to Cuisine
Solutions. This agreement shall be effective as of June 10, 2004. The duration
of the loan will be a maximum of six months, and the loan will mature and be
due and payable on December 10, 2004 (the “maturity date”).



Article 4: Availability of the funds




The lender agrees to make the funds of the loan available to the borrower
within five business days of the execution of this agreement.



Article 5: Terms of the loan




The rate of interest of this loan is 6% per annum, payable at maturity.



If the loan is extended, the interest due on the initial maturity date may at
CSI’s election, be capitalized and the increased principal will be payable on
the extended maturity date.



The interest shall be computed on the basis of the number of days elapsed
between the day the funds are made available and the day the interest is paid,
and the calculation on the basis of a year of 365 (three hundred and sixty
five) days.



 









 






Interest will accrue on any payment not made by CSI at the due date of this
loan at the same rate as specified above, without any action or notice and
demand, from the due date until the complete repayment.



Article 6: Option to pay in advance




The borrower will have the option to pay the loan in advance, totally or
partially, at any time, without any prepayment premium or penalty, upon at
least two business days advance notice to the lender. Payments hereunder shall
be applied first to accrued interest and then to principal.



Article 7: Notices




All notices or demands pursuant to this loan agreement shall be in writing and
shall be sent by letter or telefax to each party at its address underneath its
signature below and shall be deemed received upon actual receipt.



Article 8: Governing law, Jurisdiction




This agreement shall be governed by and construed in accordance with the
internal laws of the Commonwealth of Virginia.



In case of dispute, the parties to this agreement will submit the same to
binding arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association.



Article 9: Costs




Each party shall pays its own fees, expenses and disbursements in relation with
the negotiation and drafting of this agreement and any other agreements and
instruments to be executed pursuant to this agreement.



IN WITNESS WHEREOF, the undersigned have executed and delivered this agreement
this 10th day of June, 2004.



	 	 	 	 	 
	Food Investors Corporation

	 	 
	 	Cuisine Solutions, Inc
	 
	 	 	 	 
	By /s/ Jean-Louis Vilgrain

	 	 	 	By /s/ Stanislas Vilgrain
	
 

	 	 	 	
 
	Name: Jean-Louis Vilgrain

	 	 	 	Name: Stanislas Vilgrain
	Title: Chairman

	 	 	 	Title: CEO
	 
	 	 	 	 
	Address for Notices:

	 	 	 	Address for Notices:
	85 South Bragg Street

	 	 	 	85 South Bragg Street
	Suite 600

	 	 	 	Suite 600
	Alexandria, VA 22312

	 	 	 	Alexandria, VA 22312