0001354488-11-005044 Sample Contracts

TD RETAIL CARD SERVICES CORPORATE PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT
Corporate Private Label Credit Card Program Agreement • December 16th, 2011 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties • New Jersey

This agreement is entered into as of December 31, 2010 (the "Effective Date"), by and between New Colorado Prime Holdings, Inc, dba Colorado Prime Foods and DineWise, a Delaware corporation, with its principal place of business at 500 Bi-County Boulevard, Suite 400, Farmingdale, New York 11735-3940 (the ""Merchant"), and TD Retail Card Services, a division of TD Bank, N.A., with an office at 1000 MacArthur Boulevard, Mahwah, New Jersey 07430 ("TDRCS").

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March 5, 2009
Waiver of Certain Events of Default and Covenants • December 16th, 2011 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties
SECOND AMENDMENT TO LEASE
Lease • December 16th, 2011 • Dinewise, Inc. • Canned, frozen & preservd fruit, veg & food specialties

THIS AGREEMENT (this “Agreement”), made the 14th of April, 2011 by and between 500 BI-COUNTY CW NF LLC and 500 BI-COUNTY J.E.S. NF LLC, Delaware limited liability companies, both with offices at 500 Bi-County Blvd., Farmingdale, New York 11735, successor-in-interest to 500 Bi-County Associates, L.P. (hereinafter referred to as "Landlord") and COLORADO PRIME CORPORATION, (“Colorado”), a Delaware corporation, and DINEWISE, a Nevada Corporation (“Dine”), with offices at 500 Bi-County Boulevard, Farmingdale, New York 11735 (hereinafter collectively referred to as "Tenant").

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