0001047469-06-000526 Sample Contracts

AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES BETWEEN DEJA FOODS, INC. AND M&L WHOLESALE FOODS, LLC AND THE MEMBERS OF M&L WHOLESALE FOODS, LLC
Subscription Agreement • January 17th, 2006 • Deja Foods Inc • Wholesale-groceries, general line • California

THIS AGREEMENT CONCERNING THE EXCHANGE OF SECURITIES (the "Agreement") is made effective the day of August, 2005, by and between DEJA FOODS, INC., a Nevada corporation ("Deja Foods"), M&L WHOLESALE FOODS, LLC, a Pennsylvania limited liability company ("M&L"), Myron D. Stoltzfus, Sr. ("Stoltzfus") with Stoltzfus only as to Article II and Section 5.7 below, and the members of M&L who are listed on Exhibit 1.1 hereto and have executed Subscription Agreements in the form attached in Exhibit 1.2 hereto.

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LICENSE AGREEMENT
License Agreement • January 17th, 2006 • Deja Foods Inc • Wholesale-groceries, general line

This LICENSE AGREEMENT (this "License") dated as of November 3, 2005 between Hirschfeld Properties LLC ("Licensor"), a Delaware limited liability corporation, having an address at 950 Third Avenue, New York, NY and Deja Foods, Inc. ("Licensee"), a Nevada corporation, having an address at 16501 Ventura Blvd. #608, Encino, CA 91436.

LOAN AND SECURITY AGREEMENT (AR / INVENTORY)
Loan and Security Agreement • January 17th, 2006 • Deja Foods Inc • Wholesale-groceries, general line • California

THIS LOAN AND SECURITY AGREEMENT is entered into as of November 18, 2005 by and between DEJA FOODS, INC., a Nevada corporation ("Borrower"), and CELTIC CAPITAL CORPORATION, a California corporation ("Lender").

BUSINESS LOAN AGREEMENT
Business Loan Agreement • January 17th, 2006 • Deja Foods Inc • Wholesale-groceries, general line • Arizona

THIS BUSINESS LOAN AGREEMENT, dated September 15, 2005, is made and executed between Borrower and Lender on the terms and conditions contained herein. All capitalized terms not otherwise defined above are as defined in Section 18 hereof or as defined elsewhere herein

EMPLOYMENT AGREEMENT
Employment Agreement • January 17th, 2006 • Deja Foods Inc • Wholesale-groceries, general line • California

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of the 31st day of August, 2005, by and among Deja Foods, Inc., a Nevada corporation (the "Company"), and Myron D. Stoltzfus, Sr. ("Stoltzfus").

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