Fourth Amendment to Revolving Credit Note between Nutrition Management Services Company, The Collegeville Inn Conference & Training Center, Inc., Apple Fresh Foods, Ltd., and Wilmington Trust of Pennsylvania

 EXHIBIT 10.19 FOURTH AMENDMENT TO REVOLVING CREDIT NOTE This Fourth Amendment to Revolving Credit Note (the "Fourth Amendment") is dated May __,2005 by and between NUTRITION MANAGEMENT SERVICES COMPANY, a Pennsylvania corporation, THE COLLEGEVILLE INN CONFERENCE & TRAINING CENTER, Inc., a Pennsylvania corporation, and APPLE FRESH FOODS, LTD., a Pennsylvania corporation (collectively, the "Borrower"), and WILMINGTON TRUST OF PENNSYLVANIA, (the "Bank") a Pennsylvania banking corporation. BACKGROUND - ---------- I. The Borrower and the Bank entered into a Loan Agreement dated February 7, 2001 (as amended, the "Loan Agreement"), pursuant to which the Lender agreed to make a available to the Borrower a Working Capital Credit Facility (the "Credit Facility"). 2. The Credit Facility is evidenced by a Revolving Credit Note dated February 7, 2001 in the original principal amount of Four Million Dollars ($4,000,000) (as amended, the "Note"). 3. In October, 2003, the Borrower and the Bank amended the Note to reduce the availability under the Note to $3,500,000 and to require additional collateral from the Borrower. 4. In December 2003, the Borrower and the Bank amended the Note to extend the Maturity Date of the Note to March 31, 2005. 5. In December 2004, the Borrower and the Bank amended the Note to extend the Maturity Date of the Note of December 31, 2005. 6. The Borrower has requested that the Bank extend the maturity date of the Note to June 30, 2006. 7. The Bank has agreed to Borrower's request under the terms and conditions herein. AGREEMENT - --------- NOW, THEREFORE, the Bank and the Borrower, each intending to be legally bound, hereby covenant, agree and amend the Loan Agreement as follows: (a) INCORPORATION OF BACKGROUND. The Background provisions of this Fourth Amendment are incorporated herein by reference thereto as if fully set forth herein. Any defined terms used but not defined herein shall have the meaning attributed to them in the Loan Agreement. (b) MODIFICATION TO MATURITY DATE. The Note shall mature and be due and payable in full on or before June 30, 2006. (c) PAYMENTS OF PRINCIPAL AND INTEREST. The Borrower shall continue to make payments of principal and interest to the Bank monthly according to the terms of the Note.  (d) RATIFICATION. Except as specifically modified herein, the Note is hereby ratified and confirmed. (e) LOAN AGREEMENT. The Loan Agreement dated February 7, 2001 (as amended) is incorporated herein by reference. (f) CONFESSION OF JUDGMENT. Borrower hereby ratifies the Confession of Judgment clause contained in the Note and acknowledges the waiver of rights associated therewith. IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has caused this Fourth Amendment to be duly executed the day and year first above written. NUTRITION MANAGEMENT SERVICES COMPANY By: /s/ Joseph V. Roberts --------------------------- Joseph V. Roberts President Attest: /s/ Kathleen A. Hill ------------------------ Secretary THE COLLEGEVILLE INN CONFERENCE & TRAINING CENTER, Inc. By: /s/ Joseph V. Roberts --------------------------- Joseph V. Roberts President Attest: /s/ Kathleen A. Hill ------------------------ Secretary APPLE FRESH FOODS, LTD. By: /s/ Joseph V. Roberts --------------------------- Joseph V. Roberts President Attest: /s/ Kathleen A. Hill ------------------------ Secretary