<PAGE>

EXHIBIT 10.3

                              CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (the "Agreement") is entered into effective
October 30, 2009 (the "Effective Date") by and between Smoky Market Foods, Inc.,
a Nevada corporation (the "Company"), and William Korleski, an individual
("Consultant").

         WHEREAS, in connection with the potential construction of an expanded
processing facility located on certain real property at 1511 and 1603 E 2nd
Street, Webster City, Iowa, (the "Property"), the Company desires to retain the
consulting services of Consultant, and Consultant desires to accept such
engagement, on the terms and subject to the conditions set forth in this
Agreement.

         Accordingly, in consideration of the mutual promises set forth below,
and for other good and valuable consideration, the receipt and legal sufficiency
of which are hereby acknowledged by the parties, the parties agree as follows:

         1. CONSULTING, DUTIES AND ACCEPTANCE.

                  1.1 ENGAGEMENT BY THE COMPANY. The Company hereby engages
Consultant as a consultant of the Company for the Term (as defined in SECTION 2
below) to render consulting services for and on behalf of the Company as
reasonably requested by the Chief Executive Officer ("CEO") of the Company, as
confirmed to Consultant at the time of such request. Such services shall
include, without limitation, (a) the design, contractor selection, and direct
supervision and construction of additions to buildings located on the Property,
(b) procurement and installation supervision of food processing equipment
required by the Company, (c) supervision of repairs and maintenance of
Company-owned equipment, (d) procurement of large raw product inventory
purchases and seasonal buying, (e) product and menu item development assistance,
(f) supervision of product distribution to Company distribution centers,
including selection of carriers. Consultant shall be available during the
Service Term for at least 25 hours per month to render such services in a manner
reasonably satisfactory to the Company during the Term. It is understood and
agreed that the Company shall pay for the procurement of the items referenced
above.

                  1.2 ACCEPTANCE OF ENGAGEMENT BY CONSULTANT. Consultant hereby
accepts the engagement described in SECTION 1.1 above and shall render the
services described therein.

                  1.3 INDEPENDENT CONTRACTOR. Consultant and the Company
acknowledge and agree that Consultant is independently engaged in businesses
other than providing services under this Agreement, that the Company shall have
no control over the manner and methods by which Consultant renders his services
hereunder, and that in rendering services hereunder Consultant is acting as an
independent contractor and not an employee of the Company. Consultant is not an
agent of the Company and shall not have, or purport to have, authority to act on
behalf of or bind the Company.

         2. TERM OF ENGAGEMENT. The term of this Agreement (the "Term") shall
become binding and effective on the Effective Date and continue to be binding
and effective until the Expiration of the Service Term. The term of Consultant's
engagement with the Company (the "Service Term") shall commence on Service
Commencement Date and continue until the earlier to occur of (a) three years
from the Service Commencement Date, (b) any earlier date this Agreement is

<PAGE>

terminated as provided herein. The Service Commencement Date shall commence on
the earlier to occur of (y) the date the Company exercises the "Addition
Option," as such term is defined in the Second Amended and Restated Processing
Agreement dated as of the Effective Date between the Company and Mary Ann's
Specialty Foods, Inc., as the same may be amended from time to time, or (z) the
one-year anniversary of the Effective Date.

                  2.1 TERMINATION BY THE COMPANY. This Agreement and
Consultant's engagement may be terminated by the Company at any time, with or
without cause, during the Term.

                  2.3 TERMINATION BY CONSULTANT. In light of the issuance of the
Restricted Stock, as defined below, at the commencement of the Term, Consultant
may not terminate this Agreement without the Company's prior written consent,
which may be withheld for any or no reason, prior to the expiration of the
Service Term.

         3. COMPENSATION.

                  3.1 COMPENSATION. As compensation for services to be rendered
by Consultant pursuant to this Agreement, the Company hereby issues to
Consultant one million (1,000,000) shares of common stock of the Company (the
"Restricted Stock"). The Company shall issue certificates representing the
Restricted Stock, with any legends required by this Agreement, within three
business days of the Effective Date.

                  3.2 TAXES. Consultant shall bear all of his own tax
liabilities arising out of or in connection with the grant of shares of
Restricted Stock distributions with respect to such shares of Restricted Stock,
and other additional compensation, if any paid by the Company (including,
without limitation, self-employment and income taxes). The Company shall not,
and shall not be obligated to, withhold any Social Security, Medicare or other
payroll taxes on any amount paid to Consultant hereunder.

                  3.3 REIMBURSEMENT OF BUSINESS EXPENSES. Consultant may incur
reasonable, ordinary and necessary business expenses in the course of his
performance of his obligations under this Agreement, including expenses for
travel, food, and entertainment expenses incurred for the benefit of the Company
and authorized by the Company. The Company shall reimburse Consultant for all
such business expenses if (i) such expenses are incurred by Consultant in
accordance with the Company's business expense reimbursement policy, as may be
established and modified by the Company from time to time; (ii) Consultant
provides to the Company a record of (a) the amount of the expense, (b) the date,
place and nature of the expense, (c) the business reason for the expense and (d)
all supporting documentation as may be required from time to time by the
relevant tax laws or regulations and (iii) Consultant has obtained prior written
authorization for expenses, in the aggregate, in excess of $500 per month. The
Company shall have no obligation to reimburse Consultant for expenses that are
not incurred and substantiated as required pursuant to this SECTION 3.3.

                  4. RESTRICTIVE COVENANTS.

                  4.1 INTRODUCTION. Consultant acknowledges that (i) the
Company, which, for purposes of this Article 4, includes all of the Company's
affiliates and such subsidiaries and affiliates as may be formed, incorporated
or acquired during the Covenant Period (as defined in SECTION 4.1.1), is engaged
in the business of producing and selling smoked meats and associated barbecue
food items indirectly to and through retail specialty and other stores and
directly via a national chain of restaurants and stores, self-contained kiosks,
and the world-wide web (the "Business"); (ii) he is one of a limited number of
persons who will perform a significant role in developing the Business; (iii)
the Business is conducted throughout the United States; (iv) by virtue of his
work for the Company, he has been, and will be, given access to trade secrets of

                                      -2-
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and confidential information concerning the Company and the Company's clients,
employees, consultants, proposed acquisition targets, and financing sources
(collectively, the "Key Associates" and individually, a "Key Associate"); (v)
the agreements and covenants contained in this ARTICLE 4 are essential to
protect the Business, goodwill and trade secrets of the Company; and (vi) he has
means to support himself and his dependents other than by engaging in the
Business and the provisions of this ARTICLE 4 will not impair such ability.
Accordingly, Consultant covenants and agrees as follows:

                           4.1.1 COVENANT PERIOD. For purposes of this
         Agreement, the term "Covenant Period" shall mean (i) the period between
         the Effective Date and the end of the Term; and (ii) twelve months from
         the date the Term or this Agreement terminates for any reason, with or
         without cause.

                           4.1.2 NON-SOLICIT. During the Covenant Period,
         Consultant shall not, directly or indirectly (i) solicit, or cause or
         encourage the soliciting of, or cause to divert or take away any Key
         Associate of the Company; (ii) in any way actively discourage Key
         Associates or potential Key Associates from doing business with the
         Company; (iii) in any way disparage the Company; or (iv) engage in or
         take part in any endeavor to persuade any of the Key Associates of the
         Company to do anything which would be a direct disadvantage to the
         Company.

                           4.1.3 NON-DISCLOSURE AND NON-USE. During the
         Restricted Period and thereafter Consultant agrees and covenants that
         Consultant: (i) shall not ever directly or indirectly, intentionally or
         unintentionally, reveal, disclose, furnish, make accessible, or
         disseminate to any person who is not employed by the Company any
         Proprietary Information (as hereinafter defined) or any other matter
         concerning the business affairs of the Company or of any Key Associate
         of the Company, except only as may be expressly required in performing
         services for the Company; (ii) shall not use Proprietary Information to
         the detriment of, or adverse to the interests of, the Company; (iii)
         shall use his best efforts to keep all Proprietary Information
         confidential; and (iv) shall not purchase or sell securities of the
         Company (other than in transactions with the Company) while in
         possession of Proprietary Information that is material (as such term is
         used under Rule 10b-5 promulgated under the Securities Act) and is not
         generally available to the public. The obligations of Consultant under
         this SECTION 4.1.3 shall continue notwithstanding the expiration or
         earlier termination of this Agreement for any reason (and without
         regard to whether Consultant's engagement is terminated for "Cause").
         For purposes of this Agreement, "Proprietary Information" shall mean
         any and all information and compilations of information (whether such
         information is labeled or identified as confidential, is tangible or
         intangible or was furnished before or after the date of this Agreement)
         relating to the Company or the Business provided or available to
         Consultant, or to which Consultant has or had access or which he
         compiles or has compiled, both prior to Consultant's association with
         the Company and while associated with the Company as a consultant or
         otherwise including, without limitation, the following items: (i)
         information, technology, ideas, concepts, know-how, technical data,
         processes, techniques, inventions, discoveries, works of authorship,
         data, materials, research projects, plans for future developments,
         trade secrets developments improvements, uses, enhancements,
         modifications; (ii) patents, copyrights, trademarks, service marks and
         applications for any of the foregoing items in this clause (ii); (iii)
         service names, business techniques, computer programs and software,
         source materials, customer and key supplier lists, lists of potential
         customers, and methods of business operations; (iv) customer and
         distribution information; (v) personnel data relating to the Company's
         employees and independent contractors, including compensation
         arrangements of such employees and independent contractors; (vi)
         internal plans, practices and procedures, including business plans,
         marketing and sales plans, strategic plans, business acquisition plans,
         new personnel acquisition plans, budgets and forecasts; (vii) the terms
         and provisions of any agreements between the Company and any third
         party; and (viii) information relating to persons which have requested,
         or to whom the Company has sent information regarding the Company or


                                      -3-
<PAGE>

         the Business or both. Notwithstanding the foregoing, Proprietary
         Information shall not include information that has become public
         knowledge other than by Consultant's breach of this Agreement or is
         required by law to be disclosed (in which case Consultant will first
         give the Company written notice of such requirement reasonably in
         advance of such anticipated required disclosure).

                           4.1.4 PROPERTY OF THE COMPANY. Consultant
         acknowledges that all Proprietary Information and all tangible items
         including, without limitation, all documentation, papers, notes, tapes,
         cards, compilations (whether in electronic, digital or any other
         format), files (whether in written, electronic or any other format and
         disks) containing or relating to any Proprietary Information or to
         past, existing or contemplated business, research development or work
         of the Company; and all copies, excerpts and summaries thereof (the
         "Proprietary Materials") are property of the Company. Consultant hereby
         assigns all Proprietary Information and Proprietary Materials to the
         Company and agrees that all Proprietary Materials shall be delivered to
         the Company promptly upon the termination of Consultant's engagement
         (whether such termination is for Cause or otherwise) or at any other
         time on request of the Company.

                  4.2 RIGHTS AND REMEDIES UPON BREACH. If Consultant breaches,
or threatens to commit a breach of, any of the provisions of SECTION 4.1 (the
"Restrictive Covenants"), the Company shall have the following rights and
remedies, each of which rights and remedies shall be independent of the others
and severally enforceable, and each of which is in addition to, and not in lieu
of, any other rights and remedies available to the Company under law or in
equity:

                           4.2.1 SPECIFIC PERFORMANCE. The right and remedy to
         seek to have the Restrictive Covenants specifically enforced by any
         court of competent jurisdiction, it being agreed that any breach or
         threatened breach of the Restrictive Covenants would cause irreparable
         injury to the Company and that money damages would not provide an
         adequate remedy to the Company.

                           4.2.2 INJUNCTIVE RELIEF. The right to seek injunctive
         relief without the posting of any bond or security and without any
         showing of actual damages.

                           4.2.3 ACCOUNTING. The right and remedy to seek to
         require Consultant to account for and pay over to the Company all
         compensation, profits, monies, accruals, increments or other benefits
         derived or received by Consultant as the result of any transactions
         constituting a breach of the Restrictive Covenants.

                  4.3 SEVERABILITY OF COVENANTS. Consultant acknowledges and
agrees that the Restrictive Covenants are reasonable and valid in geographical
and temporal scope and in all other respects. If any court determines that any
of the Restrictive Covenants, or any part thereof, is invalid or unenforceable,
the remainder of the Restrictive Covenants shall not thereby be affected and
shall be given full effect, without regard to the invalid portions.

                  4.4 BLUE-PENCILING. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration of such provision, such court shall have the power to reduce the
duration of such provision, as the case may be, and, in its reduced form, such
provision shall then be enforceable.

         5. REPRESENTATIONS AND WARRANTIES. In order to induce each party hereto
to enter into this Agreement, each party hereby acknowledges, represents,
warrants and agrees that:

                                      -4-
<PAGE>

                  5.1 Such party has legal capacity and full power and authority
to enter into this Agreement and consummate the transaction contemplated hereby.

                  5.2 This Agreement, when executed and delivered, will
constitute the valid and legally binding obligation of such party except only
(a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors' rights
and/or the relief of debtors generally, and (b) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies.

                  5.3 Neither the execution or delivery of this Agreement nor
the performance of such party's obligations will (i) violate any restriction of
any government, governmental agency or court to which such party is subject,
(ii) conflict with, result in a breach of, constitute a default under or require
any notice under any agreement, arrangement or contract to which such party is a
party or by which such party is bound or (iii) be limited or restricted by any
such agreement, arrangement or contract.

                  5.4 Each of the statements contained in the first paragraph of
SECTION 4.1 hereof is true and correct as of the date hereof.

         6. REPRESENTATIONS AND WARRANTIES OF CONSULTANT. In order to induce the
Company to issue the Restricted Stock, Consultant represents, warrants and
agrees that:

                  6.1 Consultant is the sole and true party in interest, will
hold the Restricted Stock for his own account, will not hold the Restricted
Stock issued hereunder for the benefit of any other person, and has no intention
of holding or managing the Restricted Stock with others or any intent of
presently selling, distributing or otherwise disposing of any portion of the
Restricted Stock.

                  6.2 Consultant (i) is a citizen of the United States, (ii) is
at least 21 years of age, and (iii) is a bona fide permanent resident of and is
domiciled in Iowa and has no present intention of becoming a resident of any
other state or jurisdiction.

                  6.3 Consultant is a natural person (i) whose individual net
worth, or joint net worth with his spouse, at the time of this Agreement exceeds
$1,000,000, or (ii) has had an individual income in excess of $200,000 in each
of the two most recent years or joint income with his spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching the
same income level in the current year

                  6.4 Consultant is aware that being compensated in the
Restricted Stock is highly speculative and subject to substantial risks.
Consultant has adequate means of providing for his current needs and possible
contingencies, and is able to bear the high degree of economic risk of this
compensation arrangement, including, but not limited to, the possibility of the
complete loss of Consultant's entire compensation, the lack of a public market,
and the limited transferability of the Restricted Stock, which may make the
liquidation of Consultant's compensation impossible for the indefinite future.

                  6.5 Consultant has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of
being compensated with the Restricted Stock and making an informed decision.

                  6.6 Consultant understands that the Restricted Stock will not
be registered under the Securities Act of 1933, as amended (the "SECURITIES
ACT"), or any state securities laws, in partial reliance upon exemptions from
registration for certain private offerings. Consultant understands and agrees


                                      -5-
<PAGE>

that the Restricted Stock, or any interest therein, may not be resold or
otherwise disposed of by Consultant unless the Restricted Stock is subsequently
registered under the Securities Act and under all applicable state securities
laws or unless the Company receives an opinion of counsel, satisfactory to it
that an exemption from registration is available. Further, Consultant
understands that only the Company can take action so as to register the
Restricted Stock and the Company is under no obligation to do so.

                  6.7 Consultant acknowledges and represents that he, has been
given a reasonable opportunity to review all documents, books and records of the
Company pertaining to this Agreement, has had access to documents filed by the
Company on the SEC's EDGAR document storage and retrieval system ("EDGAR") by
the Company, has been supplied with all additional information concerning the
Company and the Restricted Stock that has been requested by Consultant, has had
a reasonable opportunity to ask questions of and receive answers from the
Company or its representatives concerning this Agreement, and that all such
questions have been answered to the full satisfaction of Consultant.

                  6.8 Consultant has received no representations, written or
oral, from the Company or its officers, directors, employees, attorneys or
agents, other than those contained in this Agreement. In making his decision to
be compensated with the Restricted Stock, Consultant has relied solely upon this
Agreement, documents filed by the Company on EDGAR and independent
investigations made by him or his representatives without assistance of the
Company.

                  6.9 Consultant understands and agrees that the following
restrictions and limitations are applicable to his purchases and resales,
pledges, hypothecations or other transfers of the Restricted Stock:

                           6.9.1 The Restricted Stock shall not be sold,
                  pledged, hypothecated or otherwise transferred unless
                  registered under Securities Act and applicable state
                  securities laws or an exemption from registration is
                  available;

                           6.9.2 Each certificate or other document evidencing
                  or representing the Restricted Stock shall be stamped or
                  otherwise imprinted with a legend in substantially the
                  following form:

                  THE COMMON STOCK OF THE COMPANY EVIDENCED BY THIS CERTIFICATE
                  HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
                  COMMISSION OR THE SECURITES COMMISSION OF ANY STATE IN
                  RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
                  THE SECURITES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE
                  STATE SECURITES LAWS. THIS STOCK MAY NOT BE SOLD, TRANSFERRED,
                  PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN,
                  UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER
                  OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL
                  SECURITIES LAWS (I.E., SUCH SHARES ARE REGISTERED UNDER SUCH
                  LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE
                  THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR,
                  PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN
                  OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT
                  THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE
                  SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
                  SECURITIES LAWS.

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<PAGE>

                           6.9.3 Stop transfer instructions have been or will be
                  placed on the Restricted Stock so as to restrict the resale,
                  pledge, hypothecation or other transfer thereof in accordance
                  with the provisions hereof.

                           6.9.4 Following the six-month anniversary of the date
                  the Restricted Stock is issued, the Company will remove the
                  restrictive legends from the shares of Restricted Stock
                  (including the legend set forth in Sections 6.9.2) upon its
                  receipt of documentation in standard form evidencing (i) the
                  sale of the Restricted Stock in compliance with Rule 144
                  promulgated under the Securities Act ("RULE 144"), or (ii) the
                  eligibility of the Restricted Stock for sale under the last
                  sentence of Rule 144(b)(1)). The Company shall cause its
                  counsel to issue a legal opinion to the Company's transfer
                  agent promptly upon the occurrence of any of the events in
                  clauses (i) or (ii) above to effect the removal of the legend
                  hereunder.

                  6.10 Consultant represents and affirms that none of the
following information has ever been represented, guaranteed or warranted to
Consultant, expressly or by implication, by any person:

                           6.10.1 The approximate or exact length of time that
                  Consultant will be required to hold the Restricted Stock;

                           6.10.2 The percentage of profit and/or amount of or
                  type of consideration, profit or loss to be realized, if any,
                  as a result of holding equity securities in the Company; or

                           6.10.3 The possibility that the past performance or
                  experience on the part of the Company or any affiliate, or any
                  officer, director, employee or agent of the foregoing, might
                  in any way indicate or predict the results of ownership of the
                  Restricted Stock or the potential success of the Company's
                  operations.

                  6.11 Consultant represents that he understands that (i) the
Company is a development stage company and has limited sales revenues to date,
(ii) any investment in the Restricted Stock is highly speculative and is subject
to a high degree of risk, and (iii) there are substantial restrictions on the
transferability of, and there will be a limited public market for the Restricted
Stock, and it may be impossible to liquidate in the Restricted Stock in case of
an emergency.

         7. OTHER PROVISIONS.

                  7.1 NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given (a) when
delivered personally, (b) upon receipt when sent by registered or certified
mail, return receipt requested, (c) by facsimile, or (d) on the first business
day following deposit with a delivery service if sent by FedEx or other express
delivery service (receipt and next business day delivery requested; provided,
however, if the records of such delivery service indicate that delivery was made
on a later date, then such later delivery date shall be the date on which such
notice is deemed to have been duly given) in each case to the other party at the
following addresses (or to such other address for a party as shall be specified
by like notice, provided, that notices of a change of address number shall be
effective only upon receipt thereof):

                  If to the Company, to:       Smoky Market Foods, Inc.
                                               Attention: Edward Feintech
                                               804 Estates Dr., Suite 100
                                               Aptos, California 95003
                                               Fax: (831) 685-4782

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<PAGE>

                  If to Consultant, to:        William Korleski
                                               Mary Ann's Specialty Foods, Inc.
                                               1511 E. 2nd St.
                                               Webster City IA 50595
                                               Fax: (515) 832-6240

                  7.2 GOVERNING LAW; JURISDICTION. This Agreement shall be
governed by and construed in accordance with the laws of the State of Iowa,
without reference to its choice of law provisions. The parties hereby subject
themselves to the jurisdiction of the federal and state courts located within
the State of Iowa and agree that the exclusive venue and place of jurisdiction
for any lawsuit arising under or related to this Agreement shall be the State of
Iowa.

                  7.3 SERVICE OF PROCESS. Each party hereto hereby waives
personal service of process and consents that service of process upon him or it
may be made by certified or registered mail, return receipt requested, or by
commercial carrier or by hand, at his or its address specified in or determined
in accordance with the provisions of SECTION 7.1, and service so made shall be
deemed completed after such service is received at such address. Nothing herein
shall affect the right to serve process in any other manner permitted by law.

                  7.4 ATTORNEY FEES. In the event an action or proceeding is
brought by any party under this Agreement to enforce or construe any of its
terms, the party that prevails by enforcing this Agreement shall be entitled to
recover, in addition to all other amounts and relief, its reasonable costs and
attorney fees incurred in connection with such action or proceeding.

                  7.5 TRIAL BY JURY. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY AND ALL ACTIONS OR
PROCEEDINGS BROUGHT WITH RESPECT TO ANY PROVISION OF THIS AGREEMENT OR ANY OTHER
AGREEMENT BETWEEN THE PARTIES OR THE ENFORCEABILITY THEREOF.

                  7.6 SEVERABILITY. If any term or provision of this Agreement
shall be adjudicated to be invalid, illegal or unenforceable, this Agreement
shall be deemed amended to delete therefrom the term or provision thus
adjudicated to be invalid, illegal or unenforceable and the validity of the
other terms and provisions of this Agreement shall not be affected thereby. It
is the intent and desire of the parties that this Agreement be enforced to the
fullest extent permitted by law.

                  7.7 COOPERATION. Each party hereto agrees to execute and
deliver such additional documents and instruments and to perform such additional
acts as any party may reasonably request or as may be reasonably necessary or
appropriate to effectuate, consummate or perform any of the terms, provisions or
conditions of this Agreement.

                  7.8 ENTIRE AGREEMENT. This Agreement sets forth the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior negotiations, understandings, representations and
agreements between the parties, written or oral, with respect to such subject
matter.

                  7.9 PARTIES IN INTEREST. This Agreement shall extend to and be
binding upon the successors, assigns, heirs and legal representatives of the
parties hereto. No party hereto may sell, assign, transfer, pledge or encumber
any of such party's rights or delegate any of such party's duties or obligations
under the terms of this Agreement without the prior written consent of the other
party hereto. Any attempt at such a sale, assignment, transfer, pledge,
encumbrance or delegation by any party without such prior consents and approvals
shall be void AB INITIO.

                                      -8-
<PAGE>

                  7.10 CONSTRUCTION. The section headings used in this Agreement
are for convenient reference only and shall not be considered or referred to in
resolving any interpretation of this Agreement. Unless otherwise indicated,
references herein to sections shall be deemed and construed to refer to the
corresponding sections of this Agreement. Words used herein, regardless of the
number or gender specifically used, shall be deemed and construed to include any
other number, singular or plural, and any other gender, masculine, feminine or
neuter, as the context requires. This Agreement shall be construed as though all
parties had drafted it. The term "Person" shall mean any individual,
corporation, limited liability company, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization or entity, or any
government or other agency or political subdivision thereof. The term
"including" as used herein shall mean "including, without limitation."

                  7.11 COUNTERPARTS; FACSIMILE. This Agreement may be executed
in counterparts, each of which shall be deemed to be an original and all of
which together shall constitute but one and the same instrument. Counterparts
and signatures transmitted by facsimile shall be valid as originals.


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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.



                                  THE COMPANY:

                                  SMOKY MARKET FOODS, INC.,
                                  a Nevada corporation



                                  /S/ EDWARD FEINTECH
                                  -----------------------------------
                                  Name:   Edward Feintech
                                  Title:    Chief Executive Officer


                                   CONSULTANT:


                                   /S/ WILLIAM KORLESKI
                                   ----------------------------------
                                   William Korleski, an individual






                    [SIGNATURE PAGE TO CONSULTING AGREEMENT]

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