~ ASHER ~

[lmcat]

On June 22, 2012 GREENFIELD FARMS FOOD, INC. (GRAS), accepted and entered into Securities Purchase Agreement (the "Convertible Promissory Note Agreement") originally dated June 15, 2012 with Asher Enterprises, Inc., a Delaware corporation (the "Investor"), authorizing the Investor to purchase a convertible note (the "Note") in the principal amount of $82,500 with an interest rate of 8% per annum

Pursuant to the Convertible Note Agreement and the Note, the Investor, or registered Assigns (collectively the "Holder"), shall have the right, from time to time, and at any time during the period beginning on the date which is 180 days following the date of the Note and ending on the later of the maturity date (which is December 15, 2012) or the date of payment of the Default Amount (as defined in the Note), to convert all or any part of the outstanding and unpaid principal amount of the Note into fully paid and non-assessable shares of Common Stock of the Company; provided however, to the extent that the Holder's beneficial ownership of the Common Stock of the Company would not exceed 4.99% at any such time as a result of its conversion of the Note.

The Investor may convert, at any time, the outstanding principal and accrued interest on the Convertible Note into shares of the Company's common stock ("Common Stock") at a conversion price per share equal to thirty-five percent (35%) of the lowest trading price of the Common Stock during the 60 trading days ending on the last complete trading day prior to the conversion date.

In 2011 and 2012 the Company has borrowed $193,500 (shown net of $46,666 of debt discount) which is convertible into the Company’s common stock after one hundred and eighty days (180) at discounts to the market value of the Company’s common stock ranging from 55% to 65%. The conversion at less than market value gives rise to a derivative liability.