Exhibit 10.10

                               LEAK-OUT AGREEMENT
                               ------------------


THIS  LEAK-OUT  AGREEMENT  SUPERCEDES  ANY  AND  ALL OTHER AGREEMENTS WHETHER IN
WRITING  OR  ORALLY COMMUNICATED BETWEEN DUTCHESS CAPITAL MANAGEMENT LLC AND ITS
PREDECESSORS  (THE "COMPANY") AND ___________, HIS AFFILIATES, OR FAMILY MEMBERS
(HEREIN  REFERRED  TO  AS  "________").

July 14,  2006
(Address)
(City,  State  Zip  Code)
(Phone)
(Fax)

Ladies  and  Gentlemen:

In  consideration  of  the  ___________shares  (the  "Shares")  issued  dated
____________,  for  other  good  and valuable consideration, receipt of which is
hereby  acknowledged, the undersigned hereby agrees based upon the earlier of 1)
a  period  of thirty-six (36) months after the date of this Agreement ("Leak-Out
Period")  or 2) until such time as the Debentures are no longer outstanding, not
to  publicly  or  privately  offer  to sell, contract to sell or otherwise sell,
dispose  of,  loan,  gift,  donate,  pledge  or grant any rights with respect to
(collectively,  a "Disposition") any shares of the Company's "Common Stock", any
options  or  warrants  to  purchase any shares of Common Stock or any securities
convertible  into  or  exchangeable  for  shares of Common Stock of New Colorado
Prime  ,  Inc.  (collectively,  "Securities"),  now  owned or hereafter acquired
directly  by  the  undersigned  or  with respect to which the undersigned has or
hereafter  acquires  the power of disposition, otherwise than (i) as provided by
the Leak-Out provisions of this Agreement or (ii) with the prior written consent
of  the  Company's  board  of  directors. The foregoing restriction is expressly
agreed  to preclude the holder of the Securities from engaging in any hedging or
other  transaction  which  is  designed  to or reasonably expected to lead to or
result  in  a  Disposition of Securities during the Leak-Out Period even if such
Securities  would  be  disposed  of  by someone other than the undersigned. Such
prohibited  hedging  or  other transactions would include without limitation any
short  sale  (whether  or not against the box) or any purchase, sale or grant of
any  right (including without limitation any put or call option) with respect to
any  Securities or with respect to any security (other than a broad-based market
basket  or  index)  that includes, relates to or derives any significant part of
its  value  from  Securities
Each  week,  _________shall  have  the  right to effect open market sales of his
Common  Stock  in  an aggregate amount equal to one percent (1.00%) of the total
weekly  volume  in  the  Common  Stock  for  the  prior  week  ended.

If  during the Leak-Out Period the price of the Common Stock exceeds two dollars
and  twenty-five  cents  ($2.25)  per  share, __________ shall have the right to
effect open market sales of his Common Stock in an aggregate amount equal to two
and  five  tenths percent (2.50%) of the total weekly volume in the Common Stock
for  the  prior  week  ended,  only during that time the Common Stock is trading
above  $2.25  per  share.  If during the Leak-Out Period the price of the Common
Stock  exceeds three dollars and sixty-cents ($3.60) per share, __________ shall
have  the  right to effect open market sales of his Common Stock in an aggregate
amount  equal to three and five tenths percent (3.5%) of the total weekly volume
in  the  Common Stock for the prior week ended, only during that time the Common
Stock  is trading above $3.60 per share. If during the Leak-Out Period the price
of  the  Common  Stock  exceeds  four  dollars and thirty five cents ($4.35) per
share,  there shall be no limitations on the amount of Common Stock which may be
sold  by  ________,  only  during that time the price is trading above $4.35 per
share.  Any  after-market  prints  to  not  count  as  daily  volume.

Furthermore,  ________  hereby  agrees  and  consents to (i) effect sales of the
Common  Stock through a broker approved by the New Colorado Prime, Inc. board of
directors  and  (ii)  the entry of stop transfer instructions with the Company's
transfer  agent  against  the transfer of the Securities held by the undersigned
except  in  compliance  with  this  Leak-Out  Agreement.


Very  truly  yours,



_____________,  an  Individual


_________________________________



Accepted  as  of  the  date  first  set  forth  above:

BY  DUTCHESS  CAPITAL  MANAGEMENT  LLC



___________________________________
Douglas  H.  Leighton
Managing  Member  of:
Dutchess  Capital  Management,  LLC
General  Partner  to:
Dutchess  Private  Equities  Fund,  L.P.  &
Dutchess  Private  Equities  Fund,  L.P  II