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EXHIBIT 10.1

                           EXCLUSIVE LICENSE AGREEMENT
                           ---------------------------

         This Exclusive License Agreement (the "AGREEMENT") is made as of May 1,
2006 (the "EFFECTIVE DATE"), by and between Smoky Systems, LLC, a Nevada limited
liability company ("LICENSOR"), and Smoky Market Foods, Inc., a Nevada
corporation ("LICENSEE"). This Agreement may refer to the parties individually
as a "PARTY" or collectively as the "PARTIES."

                                    RECITALS
                                    --------

         A. Licensor owns certain intellectual property rights (including but
not limited to the trademark SMOKY MARKET(R)), contract rights, and other rights
relating to the production, marketing, distribution, and/or sale of meats, fish,
poultry, vegetables, and other food products.

         B. Licensee desires to obtain, and Licensor is willing to grant to
Licensee, an exclusive worldwide license to exercise those intellectual property
rights and related rights.

                      COVENANTS, PROMISES, AND OBLIGATIONS
                      ------------------------------------

         NOW, THEREFORE, in consideration of the recitals set forth above, the
mutual covenants, promises, and obligations set forth herein, and for other good
and valuable consideration, the receipt and legal sufficiency of which are
hereby acknowledged by the Parties, and intending to be legally bound hereby,
Licensor and Licensee agree as follows:

1.    DEFINITIONS. In addition to terms defined elsewhere in this Agreement,
      including without limitation in the preamble and Recitals, the following
      terms shall have these meanings:

      1.1    "AFFILIATE" means, with respect to a Party, any Person controlled
             by, controlling, or under common control with the Party. For this
             purpose, control means direct or indirect beneficial ownership of
             at least a fifty percent (50%) interest in the income, stock, or
             other ownership structure of such Person or other operational
             control. Notwithstanding the foregoing definition, the term
             "Affiliate" when used with respect to Licensee shall not include
             Licensor and when used with respect to Licensor shall not include
             Licensee, except as expressly stated otherwise in this Agreement.

      1.2    "IMPROVEMENTS" means (a) any and all improvements to any of the
             Intellectual Property Rights that Licensor and/or any of its
             Affiliates makes, authors, invents, discovers, conceives, designs,
             reduces to practice, or otherwise develops during the Term; and (b)
             any and all "derivative works" (as defined under the United States
             Copyright Act) of any works of authorship available for use by
             Licensee pursuant to the Licensed Rights under this Agreement that
             Licensee and/or any of its Affiliates authors or creates, or
             contracts with third parties to author or create, during the Term.

      1.3    "INTELLECTUAL PROPERTY RIGHTS" means (a) patents, utility models,
             patent applications, and continuing (continuation, divisional, or
             continuation-in-part) applications, re-issues, extensions,
             renewals, and re-examinations thereof and patents issued thereon
             ("PATENTS"); (b) registered and unregistered trademarks, service
             marks, trade names, domain names, and all of the associated
             goodwill ("MARKS"); (c) registered and unregistered copyrights and
             all other literary and author's rights ("COPYRIGHTS"); (d) trade
             secrets, know-how, show-how, concepts, ideas, methods, processes,
             designs, discoveries, improvements, and inventions, whether
             patentable or unpatentable ("TRADE SECRETS"); (e) all other
             intellectual, industrial, and proprietary rights now or hereafter


<PAGE>

             coming into existence throughout the world; (f) applications for
             and registrations, renewals, and extensions of any of the
             foregoing; and (g) exclusive and non-exclusive license rights to
             any of the foregoing. Any and all Intellectual Property Rights that
             expire and/or that are finally determined by court(s) or other
             government bodies of competent jurisdiction to be invalid or
             unenforceable shall thereafter be excluded from this definition of
             "Intellectual Property Rights."

      1.4    "LICENSED RIGHTS" means any and all Intellectual Property Rights,
             sub-licensable or otherwise delegable contract rights, and other
             related rights owned or otherwise held by Licensor with respect to
             the production, marketing, distribution, and/or sale of meat, fish,
             poultry, vegetable, and other food products.

      1.5    "LICENSED PRODUCTS" means any and all meat, fish, poultry,
             vegetable, and other food products identified on Exhibit A to the
             Processing Agreement and all related and derivative food products
             developed during the Term by Licensor and/or its Affiliates. A food
             product shall be considered a "related" or "derivative" food
             product if (a) absent this Agreement, it would infringe or
             otherwise violate any of the Licensed Rights; (b) it is made using
             a process, method, or machine that, when used absent this
             Agreement, would infringe or otherwise violate any of the Licensed
             Rights; and/or (c) is marketed or sold using modular kiosks and/or
             buildings designed by Licensor.

      1.6    "LICENSED MARKS" means the registered Mark "SMOKY MARKET" and
             associated logo(s), the Marks "SMOKE-BAKED," "SouthernQ, BarBQ
             Station," "BarBQ2U" and "SMOKE-BAKING," and all other Marks owned
             by and licensed to Licensor relating to the production, marketing,
             distribution, and/or and sale of meats, fish, poultry, vegetables,
             and other food products.

      1.7    "PERSON" means any natural person, corporation, partnership, trust,
             limited liability company, association, organization, governmental
             authority, or other legal entity.

      1.8    "PROCESSING AGREEMENT" means that certain Processing Agreement
             dated January 10, 2001 between Licensor and May Ann's Specialty
             Foods, Inc. (the "PROCESSOR"), as the same may be amended from time
             to time.

      1.9    "PROCESSING AND SPECIAL FACILITIES COST" means the sum of (a) the
             cost to Licensee, its Affiliates, sublicensees, and/or franchisees
             of purchasing Licensed Products from the Processor and/or
             manufacturing Licensed Products; (b) the purchase, manufacturing,
             and/or lease costs of Licensee, its Affiliates, sublicensees,
             and/or franchisees associated with the proprietary ovens used to
             produce Licensed Products; and (c) the purchase, manufacturing
             and/or lease costs of Licensee, its Affiliates, sublicensees,
             and/or franchisees associated with any and all modular kiosks and
             buildings and mobile kitchen trailers designed by Licensor and used
             by Licensee, its Affiliates, sublicensees, and/or franchisees in
             the production, marketing, and/or sale of Licensed Products.

      1.10   "ROYALTY" means five percent (5%) of the Processing and Special
             Facilities Cost.

      1.11   "SALES" means the gross amounts invoiced by Licensee, its
             Affiliates, sublicensees, and/or franchisees on sales of Licensed
             Products, without double-counting any invoice amounts for the same
             products, minus any amounts refunded or credited back to
             Affiliates, sublicensees, franchisees, and customers on returns of


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             Licensed Products. If a Licensed Product is sold in a single-priced
             package with non-Licensed Products, "Sales" of that Licensed
             Product will be calculated based on the average Sales amount
             invoiced for that Licensed Product on a stand-alone basis during
             the same quarter or, if no such Sales took place, at a reasonable
             amount to be agreed by the Parties.

      1.12   "TERRITORY" means the world.

2. GRANT OF RIGHTS.

      2.1    LICENSES. Subject to the terms and conditions of this Agreement,
             Licensor hereby grants to Licensee, under the Licensed Rights and
             any Improvements, the exclusive right and license in the Territory
             during the Term, to: (a) make, have made, use, sell, and import
             Licensed Products; (b) make, have made, use, and import machines,
             tools, materials, and other instrumentalities, insofar as such
             machines, tools, materials, and other instrumentalities are
             involved in or incidental to the development or production of
             Licensed Products; (c) convey to any customer the right to resell
             Licensed Products (whether or not as part of a larger combination);
             (d) otherwise exercise the License Rights in the production,
             marketing, and/or sale of Licensed Products; (e) sublicense to
             third parties any or all of the foregoing rights; and (f) engage in
             franchising.

      2.2    LICENSED MARKS.

             2.2.1  Subject to the terms and conditions of this Agreement,
                    Licensor hereby grants to Licensee the exclusive right and
                    license in the Territory during the Term, to use the
                    Licensed Marks to identify, promote, advertise, distribute,
                    sell, and/or offer to sell Licensed Products and otherwise
                    exercise Licensee's rights under this Agreement.

             2.2.2  All proprietary rights and goodwill in the Licensed Marks
                    arising from the use of the Licensed Marks pursuant to this
                    Agreement shall inure to the benefit of and be owned by
                    Licensor and not the Licensee. Licensee shall acquire no
                    property rights whatsoever in the Licensed Marks by reason
                    of its use thereof, and if, by operation of law or
                    otherwise, Licensee is deemed to, or appears to, own any
                    property rights in any of the Licensed Marks, Licensee
                    shall, at Licensor's request and expense, execute any and
                    all documents necessary to conform or otherwise establish
                    Licensor's rights therein.

             2.2.3  Licensee agrees to identify Licensor as the owner of the
                    Licensed Marks in all written materials using the Licensed
                    Marks and to comply with all of Licensor's reasonable
                    written guidelines concerning use of the Licensed Marks and
                    the quality of Licensed Products bearing the Licensed Marks,
                    to the extent that Licensee has actual notice of them.
                    Licensee shall cooperate with Licensor's efforts to monitor
                    compliance with its standards regarding product quality.

             2.2.4  Licensee agrees to provide Licensor with samples or
                    photographs of each of Licensee's proposed uses of the
                    Licensed Marks at least ten (10) business days before such
                    use commences. If Licensor does not provide written notice
                    to Licensee of Licensor's disapproval of the proposed use
                    within such period and the reasons for such disapproval, the
                    use will be deemed approved by Licensor.


                                       3
<PAGE>

      2.3    "SMOKY MARKET" WEBSITES. Licensee shall have the right to operate
             any and all websites using any and all domain names registered by
             Licensor or any of its Affiliates containing the term "Smoky
             Market" or any of the other Licensed Marks. If Licensor declines to
             register a given domain name containing the term "Smoky Market" or
             any of the other Licensed Marks, Licensee may register and use such
             domain name(s) as part of its trademark license under this
             Agreement.

      2.4    MARKETING MATERIALS, RECIPES, AND DESIGNS.

             2.4.1  As part of Licensee's rights under this Agreement, Licensee
                    shall have the right to use and modify during the Term, and
                    Licensor shall promptly provide to Licensee, any and all
                    marketing materials, recipes, and designs (including but not
                    limited to technical designs with respect to ovens) relating
                    to the Licensed Products, including without limitation
                    materials that constitute, describe, or otherwise reflect
                    any Improvements (collectively, the "LICENSED MATERIALS").

             2.4.2  To the extent that Licensee creates any "derivative works"
                    (as defined under the United States Copyright Act) of any
                    Licensed Materials, Licensee agrees that Licensor (and/or
                    its suppliers or licensors) shall own all Copyrights in and
                    to such derivative works. Licensee shall, at Licensor's
                    request and expense, execute any and all documents necessary
                    to transfer and assign the Copyrights in such derivative
                    works to their rightful owner, except that Licensee shall
                    have and retain (regardless of the termination of this
                    Agreement for any reason) an exclusive license of all of the
                    Copyrights in and to any such derivative works to the extent
                    that they reflect any inventions, whether patentable or
                    unpatentable, conceived, created, reduced to practice, or
                    otherwise developed by Licensee.

      2.5    SUBLICENSES. For each sublicense or franchise that Licensee grants
             pursuant to this Agreement, Licensee shall enter into a written
             agreement requiring the sublicensee or franchisee to be bound by
             and comply with the pertinent provisions of this Agreement, as
             designated by Licensor in writing. Each agreement shall expressly
             grant Licensor the right, but not the obligation, to enforce those
             provisions against the sublicensee or franchisee. Notwithstanding
             the foregoing sentence, Licensee shall be responsible to Licensor
             for its sublicensees' and franchisees' compliance with those
             provisions, shall notify Licensor of any breaches thereof that come
             to the attention of Licensee, and shall make commercially
             reasonable efforts to enforce them, subject to Licensor's
             preeminent right to protect its Intellectual Property Rights.

      2.6    NATURE OF LICENSES. The licenses granted under this Agreement and
             Licensor's obligations with respect thereto are intended by the
             Parties to constitute the licenses of intellectual property for
             purposes of Section 365 of the United States Bankruptcy Code.

      2.7    NOTICE OF IMPROVEMENTS. Licensor shall provide Licensee prompt,
             written notice of any and all Improvements, which shall be included
             as part of the Licensed Rights.

      2.8    RETAINED RIGHTS. Licensor shall retain a limited right to exercise
             and license others to exercise the Licensed Rights, but solely for
             purposes of developing Improvements.


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<PAGE>

3. CONSIDERATION TO LICENSOR.

      3.1    LICENSE FEE. As soon as reasonably practicable after execution of
             this Agreement, Licensee shall transfer to Licensor 40,000,000
             shares of Licensee's common stock.

      3.2    ROYALTY. As additional consideration for the Licensed Rights
             granted to Licensee, Licensee agrees to pay Licensor the Royalty in
             U.S. dollars on a monthly basis, within ninety (90) days after the
             end of the month in which Licensee incurs the respective Processing
             and Special Facilities Cost. Licensee shall provide Licensor a
             reasonably detailed statement of the Royalty calculation with each
             Royalty payment.

      3.3    ROYALTY TERM. Licensee's obligation to pay the Royalty to Licensor
             will start on the Effective Date and will continue until this
             Agreement terminates, unless any of the following events occurs
             before termination, in which case the Royalty obligation shall
             terminate as of the earliest of them: (a) the expiration of the
             last of the Licensed Rights; or (b) courts other government bodies
             of competent jurisdiction finally determine that the last of the
             Licensed Rights is/are invalid or unenforceable.

      3.4    TAXES. Licensee agrees to pay and bear the liability for all taxes
             associated with the production, marketing, distribution, and/or
             sale of Licensed Products, including but not limited to sales, use,
             excise, added value, and similar taxes, and all customs, duties or
             governmental impositions, whether imposed by the government of the
             United States, any state, county, city or municipality, but
             excluding taxes on Licensor's net income, capital, or gross
             receipts, or any withholding taxes imposed if such withholding tax
             is allowed as a credit against United States income taxes of
             Licensor. If Licensee is required to withhold any such taxes,
             Licensee agrees to furnish Licensor all required documentation
             substantiating such withholding.

4. LICENSEE RECORDS; AUDIT RIGHTS.

      4.1    LICENSEE RECORDS. Licensee agrees to keep complete and accurate
             records to support its calculation of the Royalty and its
             compliance with this Agreement.

      4.2    AUDIT RIGHTS. Licensor shall have the right no more frequently than
             once per year, upon reasonable notice to Licensee, during
             Licensee's ordinary business hours, and at Licensor' expense, to
             examine and take excerpts from such records for the purpose of
             determining Licensee's compliance with its obligations under this
             Agreement. Such records shall be maintained by Licensee and kept
             available for inspection by Licensor on a three (3) year rolling
             basis. Any and all expenses associated with Licensor's audit of
             Licensee's records shall be borne solely by Licensor, unless an
             audit demonstrates an underpayment of ten percent (10%) or more for
             an annual period, in which case Licensee shall pay the reasonable
             costs of such audit.

      4.3    CONFIDENTIALITY. Any copies of Licensee records and any information
             obtained from Licensee in any examination pursuant to Section 4.1
             shall be Confidential Information of Licensee within the meaning of
             Section 11.1 of this Agreement, regardless of whether such
             information or records are marked "confidential" or "proprietary."

5.    CONDITIONS FOR MAINTAINING EXCLUSIVE NATURE OF LICENSE RIGHTS. Licensee
      agrees that, as a condition to maintaining the exclusive nature of its
      license rights under this Agreement, Sales of Licensed Products for the
      fifth (5th) year of this Agreement shall equal or exceed thirty million


                                       5
<PAGE>

      U.S. dollars (US$30,000,000). If Licensee fails to meet that minimum Sales
      amount during the fifth (5th) year of this Agreement, or Sales thereafter
      fall below that minimum annual amount for any one (1) year, Licensor shall
      have the option, on written notice to Licensee, to make Licensee's license
      rights under this Agreement non-exclusive for the remainder of the Term.

6.    INTELLECTUAL PROPERTY PROTECTION.

      6.1    LICENSED RIGHTS. Licensor, at its own expense, shall use all
             commercially reasonable efforts to defend and protect the
             Intellectual Property Rights associated with the Licensed Rights,
             subject to the provisions of this Section 6.

      6.2    PATENTS.

             6.2.1  PATENT REGISTRATION. Licensor shall have the right, but not
                    the obligation, to seek patent registration or other
                    protection under the patent laws of the United States or any
                    foreign jurisdiction, at its own expense, regarding
                    patentable Improvements developed by Licensor, its
                    Affiliates, and/or its contractors. Licensee shall have the
                    right, but not the obligation, to seek patent registration
                    or otherwise to seek or maintain protection under the patent
                    laws of the United States or of any foreign jurisdiction, at
                    its own expense, with regard to any inventions discovered,
                    conceived, designed, reduced to practice, or otherwise
                    developed by Licensee or any individuals employed or
                    otherwise contracted by or on behalf of Licensee. If, after
                    any appointment of a trustee-in-bankruptcy or
                    court-appointed receiver of the assets or business of
                    Licensor, Licensor (or such trustee or receiver) or its
                    applicable Affiliate does not elect to seek patent
                    registration or other protection available under United
                    States law within ninety (90) days of the discovery and/or
                    development of any Improvement(s) developed by Licensor
                    and/or any of its Affiliates, or at least sixty (60) days
                    prior to the running of any provisional application or any
                    period of protection under the U.S. patent laws, Licensee
                    shall have the right to pursue such patent protection for
                    the sole benefit and on behalf of Licensee, and Licensor and
                    its Affiliates agree to cooperate fully with Licensee's
                    efforts. If Licensor or any of its Affiliates determines
                    that it will not seek patent protection for any
                    Improvement(s) with respect to which it has the right to
                    obtain such protection, Licensor shall notify Licensee of
                    such determination promptly, and, in any event, so as not to
                    prejudice Licensee's ability to obtain such patent
                    protection if Licensee desires in its sole discretion to
                    seek it, and Licensee shall have the right to pursue such
                    patent protection for the sole benefit and on behalf of
                    Licensee.

             6.2.2  PATENT MAINTENANCE. Licensor shall pay all required
                    maintenance and other fees necessary to maintain the
                    validity of any Patents included in the Licensed Rights and
                    to undertake commercially reasonable efforts to defend the
                    validity and enforceability of such Patents. If Licensor or
                    any of its Affiliates, as applicable, decides to abandon or
                    otherwise fails to protect any such Patents, e.g., by not
                    paying maintenance, not defending a Patent, or otherwise,
                    Licensor shall first notify Licensee in sufficient time to
                    enable Licensee to undertake all necessary actions to
                    preserve and defend such Patents, and Licensee shall have
                    the right but not the obligation to undertake any such
                    actions, and Licensor and its Affiliates shall cooperate


                                       6
<PAGE>

                    with Licensee in its efforts to do so. All amounts expended
                    and obligations reasonably incurred by Licensee in doing so
                    shall be allowed by Licensor as a credit against Royalties
                    due under this Agreement.

      6.3    COPYRIGHTS, MARKS, AND TRADE SECRETS. Licensor shall use
             commercially reasonable efforts to preserve, maintain, and protect
             any Copyrights, Marks, and Trade Secrets included in the Licensed
             Rights, including without limitation the making of appropriate
             filings with respect to registered Copyrights and registered Marks
             and, subject to the provisions of Section 6.2, the protection of
             the confidentiality of Trade Secrets. Notwithstanding the foregoing
             sentence, Licensor shall not be required to seek registration of
             any unregistered Copyrights or Marks where, in Licensor's
             reasonable discretion, the benefits outweigh the likely costs of
             registration. In all such instances, however, where Licensed Marks
             or significant works of authorship are involved, Licensor shall
             provide Licensee the opportunity and assistance required to seek
             registration of such unregistered Copyrights and Marks pursuant to
             Section 6.4.

      6.4    ADDITIONAL PROTECTION BY LICENSEE. Licensee, at its expense, may in
             its sole discretion seek additional protection of Intellectual
             Property Rights associated with the Licensed Products and the
             exercise of its rights under this Agreement, consistent with the
             provisions of this Section 6 and the other provisions of this
             Agreement.

      6.5    THIRD PARTY INFRINGEMENTS.

             6.5.1  If, during the Term, Licensor becomes aware of any
                    infringement(s) of the Licensed Rights by any third party,
                    Licensor, at its cost and expense, agrees to use all
                    commercially reasonable efforts to bring such
                    infringement(s) to an end. Licensee shall provide all
                    reasonable assistance to Licensor in these efforts, at
                    Licensor's request and expense. Any and all monetary
                    settlements and other recoveries obtained by Licensor in
                    such efforts, after recovering all of Licensor's associated
                    out-of-pocket expenses, including without limitation
                    attorneys' fees and court costs, shall be divided equally
                    between the Parties.

             6.5.2  No settlement, consent judgment, or other voluntary final
                    disposition of a suit or action brought pursuant to Section
                    6.5.1 may be entered into without Licensee's and Licensor's
                    express written consent, which shall not be unreasonably
                    withheld, delayed, or conditioned.

7. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.

      7.1    REPRESENTATIONS AND WARRANTIES.

             7.1.1  LICENSEE. Licensee represents and warrants to Licensor that:
                    (a) this Agreement has been duly and validly executed and
                    delivered by Licensee and constitutes the legal, valid and
                    binding obligation of Licensee; (b) Licensee has full
                    authority to execute, deliver, and perform this Agreement;
                    (c) Licensee's execution, delivery, and performance of this
                    Agreement will not conflict with or violate (1) any
                    provision of any law, rule, or regulation to which Licensee
                    is subject, or (2) any agreement or other instrument
                    applicable to Licensee or binding upon its assets or
                    properties; (d) none of the Licensed Products sold and
                    distributed by Licensee, its sublicensees, and/or its
                    franchisees will be defective; and (e) that Licensee, its
                    sublicensees, and its franchisees will place or use
                    appropriate Intellectual Property Rights notices on all
                    Licensed Products, marketing materials, and other materials


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<PAGE>

                    relating to the Licensed Products. As used in this Section
                    7.1.1, the term "defective" means that the Licensed Product
                    (i) is not produced, packaged, labeled, marketed,
                    distributed, and/or sold in compliance with all applicable
                    laws, regulations, and government standards; (ii) does not
                    meet the Licensee's, its sublicensee's, and/or its
                    franchisee's written descriptions of such Licensed Products;
                    (iii) does not meet the Licensor's quality standards of
                    which Licensee has actual notice; and/or (iv) lacks
                    sufficient quality at the stated price to pass without
                    objection in the trade.

             7.1.2  LICENSOR. Licensor represents and warrants to Licensee that:
                    (a) except as set forth on Schedule 7.1.2 attached hereto,
                    Licensor is the owner of the entire right, title, and
                    interest in and to the Licensed Rights and has not licensed
                    any of them to any third party; (b) Licensee has obtained
                    any and all third-party consents necessary to enable
                    Licensor to enter into this Agreement and to grant the
                    rights granted to Licensee under this Agreement; (c)
                    Licensor has obtained from the Processor, Reed Ovens, and
                    each of other Person involved in the development of the
                    Licensed Products or any proprietary methods associated with
                    producing the License Products enforceable, written
                    nondisclosure and invention assignment agreements in a form
                    or forms reasonably acceptable to Licensee; (d) Licensee's
                    exercise of the Licensed Rights as authorized herein will
                    not infringe the Patents, Copyrights, Trade Secrets, Marks,
                    or other Intellectual Property Rights of any third party;
                    (e) Licensor has explained to Licensee any and all approvals
                    obtained from, or required by, the United States Department
                    of Agriculture with respect to the production, marketing,
                    distribution, and/or sale of the Licensed Products; (f)
                    after execution of this Agreement, Licensee shall have the
                    right to produce, market, distribute and/or sell Licensed
                    Products under the same terms and conditions as Licensor
                    enjoyed prior to the execution of this Agreement; (g) this
                    Agreement has been duly and validly executed and delivered
                    by Licensor and constitutes the legal, valid and binding
                    obligation of Licensor; (h) Licensor has full authority to
                    grant the rights granted to Licensee under this Agreement
                    and to execute, deliver, and perform this Agreement; and (i)
                    Licensor's execution, delivery and performance of this
                    Agreement will not conflict with or violate (1) any
                    provision of any law, rule, or regulation to which Licensor
                    is subject, or (2) any agreement or other instrument
                    applicable to Licensor or binding upon its assets or
                    properties.

      7.2    INDEMNITY OBLIGATIONS. Subject to the requirements of Section 7.3,
             each Party will defend, indemnify, and save harmless the other
             Party, its successors and permitted assigns, if any, and all of
             their officers, directors, employees, Affiliates, and agents, from
             and against any and all losses, costs, damages, expenses
             (including, without limitation, reasonable attorneys' fees, expert
             witness fees, court costs, and other expenses), fines, suits,
             proceedings, claims, demands, or actions of any kind or nature
             (whether based on tort, contract, trade, regulatory, or other law)
             ("CLAIMS") brought by any third party arising from or relating to
             the indemnifying Party's (a) breach of any of the representations
             and/or warranties provided under this Agreement, and (b) any other
             breach of this Agreement (collectively "COVERED CLAIMS"). Any
             amounts owed by Licensor to Licensee pursuant to its indemnity
             obligations under this Agreement may, at Licensee's option, be
             netted against any Royalties payable to Licensor.


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<PAGE>

      7.3    NOTICE AND ASSISTANCE. Upon receipt of actual notice of any Covered
             Claims, the Party entitled to indemnification under Section 7.2
             ("INDEMNIFIED PARTY") shall (a) promptly notify the other Party
             ("INDEMNIFYING PARTY") of such claims; (b) allow the Indemnifying
             Party to control the defense of such claims, except that the
             Indemnified Party shall have the right but not the obligation, at
             its sole expense, to have its own legal counsel participate in all
             aspects of the proceedings; (c) allow the Indemnifying Party to
             settle or compromise such claims, with the consent of the
             Indemnified Party, which consent shall not be unreasonably
             withheld, delayed, or conditioned, and (d) fully cooperate with the
             Indemnifying Party and provide such Party all authority,
             information, and assistance (at the Indemnifying Party's request
             and expense) that are reasonably necessary for the Indemnifying
             Party to defend any such Covered Claims.

8.    ADDITIONAL COVENANTS RELATING TO CERTAIN AGREEMENTS. Licensor shall use
      its reasonable best efforts (a) to cause the Processor to permit Licensee
      to assume all of the rights and future obligations of Licensor under the
      Processing Agreement, the oven lease, the distribution center lease, and
      all similar and related agreements, and/or (b) to facilitate the
      negotiation of superseding agreement(s) to which Licensee is a party.
      Prior to any such assumption of rights and future obligations by Licensee
      and/or the execution of any such superseding agreement(s), Licensor shall
      comply with all of the terms and conditions of such agreements and shall
      make any and all of Licensor's rights thereunder available to Licensee in
      exchange for Licensee's reimbursement to Licensor of all reasonable
      associated costs and Licensee's cooperation in complying with all of the
      terms and conditions of such agreements.

9.    DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

      9.1    DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER
             PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER TO THE
             OTHER PARTY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES
             OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
             NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. ANY
             AND ALL SUCH IMPLIED WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND
             DISCLAIMED TO THE FULLEST EXTENT ALLOWED BY LAW.

      9.2    LIMITATION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
             THE OTHER PARTY FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE,
             INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES OR FOR ANY LOSS OF PROFITS
             OR GOODWILL ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER OR
             NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
             DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR
             OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH
             LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY
             OF LIABILITY. THIS SECTION 9.2 SHALL NOT LIMIT IN ANY WAY EITHER
             PARTY'S INDEMNITY OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT.

10. TERM AND TERMINATION.

      10.1   TERM. Agreement shall become effective on the Effective Date and
             shall remain in effect until the date ten (10) years from the first
             day of the first quarter that follows the Effective Date and, at


                                       9
<PAGE>

             Licensee's option, for four additional renewal periods of ten (10)
             years each from that date, unless this Agreement is earlier
             terminated in accordance with its provisions. The initial period
             plus any renewal periods shall constitute the "TERM." Licensee may
             exercise its renewal rights by providing written notice of renewal
             at least ninety (90) days before the end of the then-existing Term.

      10.2   TERMINATION FOR MATERIAL BREACH. Either Party may, in its sole
             discretion, terminate this Agreement if the other Party has
             committed a material breach of this Agreement and has failed to
             cure such material breach within ninety (90) days after receipt of
             written notice from the non-breaching Party specifying the nature
             of the breach.

      10.3   BANKRUPTCY. Licensor may terminate this Agreement immediately upon
             written notice, to the extent allowed by law, if (a) a bankruptcy
             petition is filed against Licensee that is not dismissed within
             sixty (60) days, or (b) Licensee files a petition for bankruptcy.

      10.4   TERMINATION FOR CONVENIENCE. Licensee may, within its discretion,
             terminate this Agreement for convenience upon ninety (90) days
             written notice to Licensor.

      10.5   REMEDIES. In the event of any breach of this Agreement, the
             non-breaching Party shall have all rights and remedies provided in
             law or equity relating to such breach, including, without
             limitation, the right of specific performance and damages, as
             appropriate.

      10.6   EFFECT OF TERMINATION. Upon termination of this Agreement, all of
             the licenses and rights granted to Licensee under this Agreement
             shall terminate, except that for a period of 120 days after
             termination of this Agreement, Licensee shall have the right to
             sell off its inventory of Licensed Products and to make use of the
             Marks to do so, subject to all of the applicable terms and
             conditions of this Agreement.

11. CONFIDENTIALITY; NON-COMPETITION.

      11.1   CONFIDENTIALITY.

             11.1.1     During the Term and following termination of this
                        Agreement for any reason, each Party shall keep
                        confidential the information of the other Party which,
                        in accordance with the terms of this Agreement or
                        otherwise, has been learned by, disclosed to or
                        otherwise provided to such party including, but not
                        limited to, financial, administrative, accounting, and
                        personnel information, provided that the disclosing
                        Party has prominently marked the information
                        "Confidential" or "Proprietary" ("CONFIDENTIAL
                        INFORMATION"). If the Confidential Information is
                        disclosed in intangible form (e.g., orally or visually),
                        it must be identified by the disclosing Party as
                        "confidential" or "proprietary" at the time of
                        disclosure and must be followed by written confirmation
                        delivered to the receiving Party within thirty (30) days
                        of the original disclosure indicating the date of
                        disclosure and summarizing the information that the
                        party considers to be Confidential Information. Section
                        4.3 contains an exception to this marking requirement.

             11.1.2     The receiving Party will protect disclosing Party's
                        Confidential Information with at least the same degree
                        of care it uses to protect its own proprietary
                        information, but in no case with less than reasonable
                        care. The receiving Party will not disclose the
                        disclosing Party's Confidential Information to any third


                                       10
<PAGE>

                        Party except as provided for in this Agreement. Licensor
                        shall only use any Confidential Information of Licensee
                        to exercise Licensor's rights under this Agreement.
                        Without limiting the generality of the foregoing
                        statement, Licensor shall not use any of Licensee's
                        Confidential Information to compete with Licensee or to
                        enable any other person to compete with Licensee.

             11.1.3     The restrictions contained in Section 11.1.2 shall not
                        apply to any information that (a) was rightfully known
                        to the receiving Party without any duty of
                        confidentiality before receiving it from the disclosing
                        Party; (b) is or becomes publicly available through no
                        fault of the receiving Party; (c) is rightfully received
                        by the receiving Party from a third Party without a duty
                        of confidentiality; (d) is independently developed by
                        the receiving Party without a breach of this Agreement;
                        or (e) is disclosed by the receiving Party with the
                        disclosing Party's prior written approval. If a Party is
                        required by a government body, court of law, or other
                        legal authority to disclose Confidential Information of
                        the other Party, the Party under the disclosure
                        obligation shall give the other Party reasonable advance
                        notice and other reasonable cooperation so that it may
                        contest the disclosure or seek an appropriate protective
                        order with respect to such Confidential Information.

             11.1.4     Any and all copies made of a Party's Confidential
                        Information shall be and remain the property of the
                        disclosing Party. Upon termination of this Agreement for
                        any reason whatsoever, each Party shall promptly deliver
                        to the other Party all Confidential Information of such
                        other Party in such Party's possession or control,
                        except that a Party main retain one copy solely for
                        archive purposes, which archive copy shall remain
                        subject to all of the confidentiality restrictions of
                        this Section 11. The Parties acknowledge and agree that
                        violation of this Section 11 may cause irreparable
                        injury, that the remedy at law for any violation or
                        threatened violation thereof would be inadequate, and
                        that Party that owns the Confidential Information shall
                        be entitled to temporary and permanent injunctive relief
                        or other equitable relief without the necessity of
                        proving actual damages or posting bond. The Parties
                        acknowledge that the restrictions contained in this
                        Section 11 are reasonable. If a court of competent
                        jurisdiction determines that the restrictions set forth
                        in this Section 11 are unreasonable, then the Parties
                        agree that such court is authorized to establish
                        reasonable restrictions, and the Parties agree to comply
                        with the restrictions established by such court.

             11.1.5   No alleged failure by a Party to protect or guard against
                      the unauthorized disclosure of the other Party's
                      Confidential Information shall be a basis for diminishing
                      such other Party's obligation to protect as confidential
                      and not to use, copy, reproduce or disclose, or allow
                      others to use, copy, or disclose, in an unauthorized
                      manner, the alleged violator's Confidential Information.

      11.2   NON-COMPETITION. Licensor shall not sell, distribute, or otherwise
             make available, or directly or indirectly assist any other Person
             to sell, distribute, or otherwise make available, any product that
             competes with any Licensed Product during the Term.


                                       11
<PAGE>

12.   SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and
      be binding upon the respective successors and permitted assigns, if any,
      of the Licensor and the Licensee. Neither Party shall assign any of its
      rights or delegate any of its duties under this Agreement to any other
      Person, by operation of law or otherwise, without the express written
      consent of the other Party, which consent shall not be unreasonably
      withheld, delayed, or conditioned.

13.   FORCE MAJEURE. Any cause or circumstance of whatever nature which prevents
      or delays performance by a Party of its obligations hereunder, including,
      without limitation, any riot, labor dispute, strike or civil disturbance,
      or any governmental statute, rule, regulation or other or approval, which
      cause or circumstance is not within the control of the Party chargeable,
      and which cannot by the exercise of reasonable diligence by such Party be
      prevented or overcome, shall extend the time for performance thereof,
      provided such cause or circumstance was the proximate cause of the failure
      to perform.

14.   FURTHER ACTION. The Parties agree to execute and deliver all documents,
      provide all information and take or forebear from all such action, as may
      be necessary or appropriate, to achieve the purposes of this Agreement.

15.   NOTICES. All notices and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given (a) when
      delivered personally, (b) when sent by facsimile (with receipt confirmed),
      or (c) when receipt by the addressee is confirmed by the U.S. Postal
      Service or a nationally-recognized express delivery service, if sent by
      Express Mail or nationally-recognized express delivery service (receipt
      requested), in each case to the other Party at the Notice Address and
      facsimile number (or to such other address or facsimile number for a Party
      as shall be specified by like notice; provided that notices of a change of
      address or facsimile number shall be effective only upon actual receipt
      thereof).

16.   SECTION HEADINGS; CONSTRUCTION. The Section headings throughout the
      Agreement are for reference purposes only, and the words contained therein
      shall in no way be held to explain, modify, or aid in the interpretation,
      construction, or meaning of this Agreement. References in this Agreement
      to "Section" and "Sections" shall be deemed and construed to refer to the
      corresponding sections of this Agreement. As used in this Agreement, the
      term "day" alone shall mean a calendar day, and the term "business day"
      shall mean any day, other than Saturday and Sunday, during which banks are
      open for business in Aptos, California. The term "quarter" shall mean a
      calendar quarter beginning on January 1, April 1, July 1, or October 1,
      and any reference to a "year" or an "annual" period or amount refers to
      the first four calendar quarters of a given year following the Effective
      Date or the anniversary of the Effective Date. This Agreement shall be
      construed as if each Party has had the opportunity to participate in
      drafting it and shall not be construed against either Party.

17.   NO THIRD PARTY BENEFICIARIES. The provisions of the Agreement are for the
      benefit of the Parties hereto and not for any creditor of a Party or for
      any other Person.

18.   MODIFICATION, AMENDMENT, AND WAIVER. No modifications or amendments to the
      Agreement and no waiver of any provisions hereof shall be valid unless
      made in writing signed by duly authorized representatives of the Parties.
      Any failure or delay by either Party to exercise or partially exercise any
      right, power or privilege hereunder shall not be deemed a waiver of any of
      the rights, powers or privileges under this Agreement. The waiver by
      either Party of a breach of any term, condition or provision of this
      Agreement shall not operate as, or be construed as, a waiver of any
      subsequent breach thereof.


                                       12
<PAGE>

19.   GOVERNING LAW. This Agreement shall be governed by and construed in
      accordance with the laws of the State of Iowa, without giving effect to
      the choice of law provisions thereof.

20.   REMEDIES. Except as otherwise provided for herein, no remedy conferred by
      any of the specific provisions of the Agreement is intended to be
      exclusive of any other remedy, and each and every remedy shall be
      cumulative and shall be in addition to every other remedy given hereunder,
      now or hereafter existing at law or in equity or by statute or otherwise.
      The election of any one or more remedies by Licensor or Licensee shall not
      constitute a waiver of the right to pursue other available remedies.

21.   SEVERABILITY. If under applicable law any term, provision or part of the
      Agreement is to any extent held invalid, void or unenforceable by a court
      of competent jurisdiction, the remainder of the Agreement shall not be
      impaired or affected thereby, and each term, provision, and part shall
      continue in full force and effect, and shall be interpreted in a manner
      consistent with the Parties' intent. To the full extent, however, that the
      provisions of such applicable law may be waived, however, they are hereby
      waived to the end that this Agreement be deemed to be a valid and binding
      agreement enforceable in accordance with all of its terms. The Parties
      further agree to replace any invalid provision with a new provision that
      has the most nearly similar permissible, economic, or other effect.

22.   SURVIVAL. Any terms, conditions, representations, and warranties contained
      in the Agreement that by their sense and context are intended to survive
      the termination of this Agreement shall survive the termination of this
      Agreement. Such provisions include, but are not necessarily limited to,
      Sections 1, 2.4.2, 4, 6.2.1, 7, 9, 10, 11.1, and 12 through 28.

23.   ATTORNEYS' FEES. In connection with any action or proceeding arising under
      or relating to this Agreement, the prevailing Party is entitled to
      recover, in addition to any other amounts awarded, costs and reasonable
      attorneys' fees, through all stages of litigation, including all
      proceedings and appeals and all settlement, enforcement, and collection
      proceedings.

24.   DISPUTE RESOLUTION.

      24.1   JURISDICTION AND NATURE OF DISPUTE. Any and all disputes under this
             Agreement involving the proper calculation of the Royalty or Sales
             or the payment of the Royalty shall be resolved by binding
             arbitration as set forth in Section 24.2 below, and (b) all other
             disputes arising under or relating to this Agreement shall be
             decided by litigation in a court of competent jurisdiction sitting
             in the State of California. The jurisdiction and methods for
             resolving disputes set forth herein shall be the sole means for
             resolving any disputes arising out of or relating to this
             Agreement, and the Parties hereby acknowledge that they are subject
             to the jurisdiction of the courts sitting in the State of
             California and that they have waived and relinquished the
             jurisdiction of any other court.

      24.2   ARBITRATION: The Parties shall submit disputes involving the proper
             calculation of the Royalty and Sales and the payment of the Royalty
             to binding arbitration in accordance with the then-current
             Commercial Arbitration Rules of the American Arbitration
             Association in effect as of the date of the demand for arbitration
             or such other rules as the Parties may mutually agree (the
             "RULES"). Unless otherwise mutually agreed by the Parties, the
             arbitration shall be conducted before a single arbitrator who is an
             independent certified public accountant. The arbitration hearing
             shall be conducted in one session of consecutive business days;


                                       13
<PAGE>

             provided, however, that if the cumulative amount in controversy
             totals less than US$50,000, the arbitration hearing shall not
             exceed one business day, and if the cumulate claims total more than
             US$50,000 but less than US$100,000, the arbitration hearing shall
             not exceed two business days. Discovery shall be allowed only as
             provided in the Rules, by order of the arbitrator upon a showing of
             substantial need, or by agreement of the Parties. The demand for
             arbitration shall be given within a reasonable time after written
             notice of the Royalty dispute has been given to the other Party and
             in no event later than one (1) year from the time the dispute
             arose. The arbitrator shall have authority to enter an award in
             favor of Licensor if s/he determines that there has been an
             underpayment of the Royalty but shall not have authority to enter
             any award that is contrary to Iowa law or that is not supported by
             substantial evidence. If the arbitrator enters an award that is
             contrary to Iowa law or that is not supported by substantial
             evidence, the arbitrator shall be deemed to have acted outside
             his/her authority. All arbitration proceedings shall be held in
             Aptos, California, unless the parties otherwise mutually agree.
             This provision shall not prevent a Party from seeking temporary or
             preliminary injunctive relief in any court of competent
             jurisdiction sitting in the State of California.

      24.3   WAVIER OF JURY TRIAL. THE PARTIES HEREBY AGREE THAT NEITHER WILL
             REQUEST A JURY FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS
             AGREEMENT AND EXPRESSLY WAIVE ANY AND ALL SUCH RIGHTS TO A JURY
             TRIAL THAT MAY EXIST UNDER STATE, FEDERAL, OR CONSTITUTIONAL LAW.

25.   RELATIONSHIP OF THE PARTIES. In the performance of this Agreement, both
      Parties are acting in their separate capacities as independent contractors
      and not as employees, partners, joint venturers, associates,
      representatives, or agents of one another. Each Party acknowledges that it
      does not have the authority to act for or in the name of the other Party
      or to commit the other Party in any manner whatsoever with respect to the
      performance of this Agreement.

26.   SECURITIES LAW REPRESENTATIONS. In connection with its receipt of the
      shares of Licensee's common stock issuable pursuant to Section 3.1 (the
      "Shares"), Licensor hereby represents and warrants to Licensee as follows:

      26.1   REPRESENTATIONS NOT MADE BY COMPANY. Licensor represents and
             affirms that none of the following information has ever been
             represented, guaranteed or warranted to Licensor, expressly or by
             implication, by any person: (i) the approximate or exact length of
             time that Licensor will be required to remain a security holder of
             Licensee; (ii) the percentage of profit and/or amount of or type of
             consideration, profit or loss to be realized, if any, as a result
             of an investment in Licensee; or (iii) the possibility that the
             past performance or experience on the part of Licensee 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 any Security or the potential success of Licensee's
             operations.

      26.2   PURCHASE FOR OWN ACCOUNT. Licensor is the sole and true party in
             interest, is acquiring the Shares for its own account for
             investment, is not purchasing the Shares for hereby for the benefit
             of any other person, and has no present intention of holding or
             managing the Shares with others or of selling, distributing or
             otherwise disposing of any portion of the Shares. Licensor is duly
             organized and in good standing in its jurisdiction of organization
             and has its principal place of business in the State of California.


                                       14
<PAGE>

      26.3   DISCLOSURE AND REVIEW OF INFORMATION. Licensor acknowledges and
             represents that it has been given a reasonable opportunity to
             review all documents, books and records of Licensee pertaining to
             this investment, and has been supplied with all additional
             information concerning Licensee and the Shares that has been
             requested by Licensor, has had a reasonable opportunity to ask
             questions of and receive answers from Licensee or its
             representatives concerning this investment, and that all such
             questions have been answered to the full satisfaction of Licensor.
             Licensor has received, and acknowledges that it is receiving, no
             representations, written or oral, from Licensee or its officers,
             directors, employees, attorneys or agents other than those
             contained in this Agreement. In making his/her decision to purchase
             the Shares, Licensor has relied solely upon its review of this
             Agreement and independent investigations made by it or its
             representatives without assistance of Licensee.

      26.4   SPECULATIVE INVESTMENT. Licensor understands that (i) it must bear
             the economic risk of the investment in the Shares for an indefinite
             period of time because the Shares have not been registered under
             the Securities Act or qualified under the Securities Act of 1933,
             as amended or the securities laws of any other jurisdiction and
             (ii) its investment in Licensee represented by the Shares is highly
             speculative in nature and is subject to a high degree of risk of
             loss in whole or in part. Licensor has adequate means of providing
             for its current needs and possible contingencies, and is able to
             bear the high degree of economic risk of this investment,
             including, but not limited to, the possibility of the complete loss
             of Licensor's entire investment and the limited transferability of
             the Shares, which may make the liquidation of this investment
             impossible for the indefinite future.

      26.5   INVESTMENT EXPERIENCE. Licensor has experience as an investor in
             securities and acknowledges that it can bear the economic risk of
             its investment in the Shares. By reason of Licensor's business or
             financial experience or the business or financial experience of its
             professional advisors who are unaffiliated with and who are not
             compensated by Licensee or any affiliate or selling agent of
             Licensee, directly or indirectly, Licensor has the capacity to
             protect its own interests in connection with its purchase of the
             Shares. Licensor has the financial capacity to bear the risk of
             this investment and has received from Licensee all information it
             has requested and considers necessary or appropriate for deciding
             whether to purchase the Shares. Licensor has not been organized
             solely for the purpose of acquiring the Shares. The manager of
             Licensor is the founder, Chairman and CEO of Licensee.

      26.6   RESTRICTED SECURITIES. Licensor understands that the Shares are and
             will be "restricted securities" under the Securities Act inasmuch
             as they are being acquired from Licensee in a transaction not
             involving a public offering, and that, under the Securities Act and
             applicable regulations thereunder, such securities may be resold
             without registration under the Securities Act only in certain
             limited circumstances. In this connection, Licensor represents that
             it is familiar with Rule 144 promulgated under the Securities Act,
             as presently in effect, and understands the resale limitations
             imposed thereby and by the Securities Act. Licensor further
             confirms and agrees that Licensee is under no obligation to
             register the re-sale of the Shares under the Securities Act or any
             state securities laws.


                                       15
<PAGE>

      26.7   LEGENDS.  Licensor understands that the certificates evidencing the
             Shares will bear the legend set forth below, together with any
             other legends required by the laws any other state with
             jurisdiction:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE
                  SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES
                  ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
                  DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE SOLD OR
                  OTHERWISE TRANSFERRED UNLESS A REGISTRATION STAEMENT UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED, IS IN EFFECT WITH RESPECT
                  TO SUCH SECURITIES OR LICENSEE HAS RECEIVED AN OPINION IN FORM
                  AND SUBSTANCE SATISFACTORY TO LICENSEE PROVIDING THAT AN
                  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                  ACT OF 1933, AS AMENDED, IS AVAILABLE.

      26.8   The legend set forth above shall be removed by Licensee from any
             certificate evidencing any of the Shares only (i) upon receipt by
             Licensee of an opinion in form and substance satisfactory to
             Licensee that such legend may be removed pursuant to Rule 144
             promulgated under the Securities Act, or (ii) upon confirmation
             that a registration statement under the Securities Act is at that
             time in effect with respect to the legended Shares and that such
             transfer will not jeopardize the exemption or exemptions from
             registration pursuant to which the Share was issued.

27.   ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
      understanding of the Parties with respect to subject matters hereof, and
      supersedes all prior written and oral communications, agreements, letters
      of intent, representations, warranties, statements, negotiations,
      understandings and proposals, with respect to such subject matters.

28.   COUNTERPARTS. Once this Agreement is signed by both Parties, any
      reproduction of it made by reliable means (e.g., photocopy or facsimile)
      shall be deemed an original. This Agreement may be executed in
      counterparts or with detachable signature pages and shall constitute one
      and the same Agreement binding on all Parties as if all Parties signed the
      same copy. Signature pages may be signed and delivered via facsimile,
      mail, or otherwise.

      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS.]


                                       16
<PAGE>

         IN WITNESS WHEREOF, the Parties have duly executed and delivered this
Exclusive License Agreement as of the Effective Date.

LICENSOR:                                  LICENSEE:

SMOKY SYSTEMS, LLC,                        SMOKY MARKET FOODS, INC.,


By: /s/ Edward Feintech                    By: /s/ Edward Feintech
Name: Edward Feintech                      Name: Edward Feintech
Title:  Manager                            Title:  Manager

Notice Address: ____________________       Notice Address: _____________________
____________________________________       _____________________________________
Attn: ______________________________       Attn: _______________________________
Facsimile: _________________________       Facsimile: __________________________


                                       17