0000950133-04-003588 Sample Contracts

April 9, 2004 Food Investors Corporation C/O Jean Louis Vilgrain 40368 Tamworth Farm Lane Aldie, VA 20105 Dear Mr. Vilgrain,
Cuisine Solutions Inc • September 24th, 2004 • Canned, frozen & preservd fruit, veg & food specialties

This letter is written to “extend maturity date” of the October 22, 2003 Loan Agreement between Food Investor Corporation (FIC) and Cuisine Solutions, Inc (CSI). The current maturity date of the loan is April 22, 2004, but it can be extended per Article 3 of the Agreement to October 22, 2004 upon written notice by CSI to FIC.

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EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT
Compete and Confidentiality Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia

THIS EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into on this 15th day of December, 2003, by and between Yuyun Tristan Kuo (the “Executive”) and Cuisine Solutions, Inc., a Delaware corporation with its principal place of business in Alexandria, Virginia (the “Corporation”) (collectively, the “Parties”).

LOAN AGREEMENT
Loan Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia

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:

EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT
Non-Compete and Confidentiality Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • Virginia

THIS EXECUTIVE EMPLOYMENT, NON-COMPETE AND CONFIDENTIALITY AGREEMENT (“Agreement”) is entered into on this 1st day of January, 2004, by and between Thomas L. Gregg (the “Executive”) and Cuisine Solutions, Inc., a Delaware corporation with its principal place of business in Alexandria, Virginia (the “Corporation”) (collectively, the “Parties”).

CREDIT AGREEMENT
Credit Agreement • September 24th, 2004 • Cuisine Solutions Inc • Canned, frozen & preservd fruit, veg & food specialties • West Virginia

THIS CREDIT AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”) dated as of the 25th day of June, 2004 by and between BANK OF CHARLES TOWN, a West Virginia banking corporation (the “Bank”), and CUISINE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), recites and provides:

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