Exhibit
10.1





COMMERCIAL
LEASE AGREEMENT







This
Lease Agreement (this “Lease”) is entered by and between U. S. Growers Cold
Storage Inc (“Landlord”) and Overhill Farms, Inc. (“Tenant”) on November 15,
2008.  Landlord and Tenant may collectively be referred to as the
“Parties.”


The
Parties agree as follows:





1.
            PREMISES.





A.
            Premises.  Landlord
      hereby leases the property commonly described as:  3055 E.
      44th
      St., 3021 E. 44th
      St.,  3009 E. 44th
      St. and 3001 E. 44th
      St.  Vernon, CA 90058 designated as Warehouse and processing
      areas; together with all existing structures, fixtures, equipment and
      parking areas to Tenant.  The total square footage of the
      Premises is 123,284.





B.
            Tenant
      shall be responsible for all utilities and services including, but not
      limited to:  Electricity, Water, Gas, Sewer, Fire,
      Etc.  For those utilities or services that Landlord is
      responsible for but are not individually metered, Tenant shall pay the
      amount due, and invoice Landlord for Landlord’s pro rata share of the
      charges.  Landlord shall pay such charges within ten (10) days
      of receiving invoice.





C.
            This
      lease does not encompass areas located at 3009 and 3001 which are
      considered office space and are currently occupied by
    tenants.





2.
            LEASE
      TERM.  The term of the lease will be sixty (60)
      months.  The lease will start on January 1, 2009 and will end on
      December 31, 2014 (the “Initial Lease Term”).  The Rent for the
      Initial Lease Term shall be as set forth in Section 3
      below.  Provided that the Lease is not in default, Tenant may
      extend the Lease for an additional term of Five Years (60 months) (the
      “Renewal Term”, collectively with the Initial Lease Term, the “Lease
      Term”).  If Tenant chooses to exercise its option for the
      Renewal Term, Tenant must notify Landlord in writing ninety (90) days
      prior to the expiration of the Initial Lease Term.  The Rent for
      the Renewal Term shall be as set forth in Section 3 below, and otherwise
      upon the same terms, conditions and obligations as set forth in the
      Lease.  This lease supercedes all other lease agreements between
      the Parties.





3.
            PAYMENTS.





A.      Rent
Amount.  Tenant agrees to pay to Landlord as rent for the Premises the
following amount (the “Rent”):  $101,093.





B.      Payment.  The
rental payment as described above shall be due in advance on the first day of
each month at:  3141 E. 44th St.
Vernon CA 90058 or at any other address designated by Landlord.  If
the Initial Lease Term does not start on the first day of the month or end on
the last day of a month, the Rent for the relevant month will be prorated
accordingly.





C. Rental
Increase:  The rent shall be increased annually based upon
the percentage change in the consumer price index (U.S. Department of Labor for
Urban Wage earners and Clerical Workers, Los Angeles, California: 1967=100) for
the month of December.  Each year that the lease is in place this
amount will be calculated and the rent shall be increased
accordingly.  At no time shall the rent be lowered below the previous
year’s amount.





Commercial
Lease


D.      Late
Charges & Insufficient Funds.  If any amounts due under this Lease
are more than five (5) days late, Tenant agrees to pay a late fee of
$500/day.  Tenant agrees to pay the charge of $100 for each check
provided by Tenant to Landlord that is returned to Landlord for lack of
sufficient funds.





E.      Taxes:  Tenant
agrees to pay or cause to be paid, when due all taxes levied upon its personal
property of any and every nature, located in, on, or about the
Premises.  In the event any such property is included in any
assessment levied against Landlord, whether for real or personal property taxes,
Tenant agrees to pay or cause to be paid to Landlord the amount of such taxes
attributable to Tenant’s property within five (5) business days after Landlord
furnishes a written payment, which demand shall set forth the method used by
Landlord in allocating such taxes.  Tenant shall in addition to all
other sums agreed to be paid within five (5) days after receipt of Landlord’s
written demand therefore, the amount of all real property and personal property
taxes assessed (on a pro rata basis) against the premises in excess of those so
assessed for the tax year running from July 1, 2008 through June 30,
2009.


Tenant
agrees to pay all Real Property Taxes and assessments for the
Premises.  Real Property Taxes and Assessments means any general real
property tax, improvement tax, assessment, special assessment, reassessment,
transportation management fee or charge, commercial rental tax, in lieu tax,
levy, charge, penalty or similar imposition imposed by any authority having
direct or indirect power to tax or authority to assess the
Premises.  Landlord will pay property taxes on or before due
date.  Tenant to reimburse Landlord within five (5) days of receiving
property tax bill from Landlord.


In the
event (as will be the case for the first year for the existing warehouse space
and subsequent years for existing office areas) that Tenant has not occupied
100% of premises during tax period, the unoccupied space shall be calculated and
deducted from that amount which is billed to Tenant.





4.
            SECURITY
      DEPOSIT.





A.      Lessor
is not requiring a security deposit.





5.
            USE.





A.      Permitted
Use.  Tenant shall occupy and use the Premises
for:  warehousing of their own goods and their customers’ and raw
materials as well as processing operations, consistent with Tenant’s lawful
business operations.  If there is any change to the use of the
Premises, Tenant must first obtain Landlord’s written consent, which shall not
be unreasonably withheld.





B.      Prohibited
Use.  Notwithstanding anything to the contrary, Tenant is not to use
the Premises for any illegal purposes, nor will Tenant use the Premises for the
storing, manufacture, selling or distribution of any dangerous, noxious or
hazardous substance.  Furthermore, Tenant shall not use the Premises
for any purpose that would cause Landlord’s insurance cost to increase at any
time during the Lease Term.


Tenant
will not use Premises for public storage.





C.      Noise.  Tenant
shall not cause or allow any unreasonably loud noise or activity in
the  Premises that might disturb the rights, comforts and conveniences
of other tenants or neighbors.





D.      Signage.  Tenant
is permitted to install and display signage identifying the Tenant and Tenant’s
business activities.  Such signage shall be placed:  Per the
requirements of the City of Vernon.  Additional signage may only be
displayed with Landlord’s prior written consent.




E. Building
Rules & Regulations.  Landlord may adopt reasonable building
rules, which will become part of this Lease.




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Commercial
Lease






6.
            ALTERATION,
      DAMAGE & REPAIR.





A.      Alterations
and Improvements.  Tenant agrees not to make any improvements or
alterations to the Premises without the prior written consent of
Landlord.  If any alterations, improvements or changes are made to or
built on or around the Premises, with the exception of fixtures and personal
property that can be removed without damage or repair of damage to the Premises,
they shall become the property of Landlord and shall remain at the expiration of
the Lease, unless otherwise agreed in writing.





B.      Damage
to the Premises.  If the Premises or any part of the Premises are
damaged or destroyed by fire or other casualty not due to Tenant’s negligence,
the Rent will be abated during the time that the Premises are rendered unfit for
occupancy.  If the Premises are rendered partially unfit because of
damage or destruction not due to Tenant’s Negligence, the Rent will be abated in
proportion to the percentage of the Premises that are and remain unfit for
occupancy.  If Landlord decides not to repair or rebuild the Premises,
then this Lease shall terminate and the Rent shall be prorated up to the time of
the damage.  Any unearned rent paid in advance shall be refunded to
Tenant.





C.      Condition
of Premises.  Tenant or Tenant’s agent has inspected the Premises, the
fixtures, the grounds, building and improvements and acknowledges that the
Premises are in good and acceptable condition and are fit for
occupancy.  If in Tenant’s opinion, the condition of the Premises has
changed at any time during the Lease Term, Tenant shall promptly provide
reasonable notice to Landlord.





D.      Maintenance
and Repair.  Tenant will, at Tenant’s sole expense, keep and maintain
the Premises in good, clean and sanitary condition and repair during the term of
this Lease and any renewal thereof.  Tenant shall be responsible to
make all repairs to the Premises, fixtures, appliances and equipment therein
that may have been damaged by Tenant’s misuse, waste, or neglect, or that of the
Tenant’s agents, associates, employees, or visitors.  Tenant shall
promptly notify Landlord of any damage, defect or destruction of the Premises,
or in the event of the failure of any of the appliances or equipment. Landlord
is delivering Premises to Tenant in “AS-IS” condition with the understanding
that Tenant intends to modify Premises for their own use.


While all
systems are believed to be in good working order at beginning of lease, landlord
provides no warranty written or implied for any systems contained within or upon
Premises; including but not limited to all refrigeration equipment, roof,
electrical systems, plumbing, fire protection etc.





7.
            SECURITY,
      INSURANCE & INDEMNIFICATION.





A.      Security.  Tenant
understands that Landlord does not provide a security alarm system or other
security for Tenant or the Premises.  In the event any alarm system is
provided, Tenant understands that such alarm system is not warranted to be
complete in all respects or to be sufficient to protect Tenant or the
Premises.  Tenant releases Landlord from any loss, damage, claim or
injury resulting from the failure of any alarm system, security or from the lack
of any alarm system or security.





B.      Insurance.  Landlord
and Tenant shall each be responsible for maintaining appropriate insurance for
their respective interests in the Premises and property located on the
Premises.  Tenant understands that Landlord will not provide any
insurance coverage for Tenant’s property.  Landlord will not be
responsible for any loss of Tenant’s property, whether by theft, fire, riots,
strikes, acts of God or otherwise.  Notwithstanding anything to the
foregoing, Tenant shall, at its own expense, maintain a policy of comprehensive
general liability with respect to its activities at the Premises which will
afford protection of not less than $ 2,000,000. combined single limit coverage
of bodily damage, property damage, or combination thereof and $3,000,000 per
occurrence (whether the damage be to person or property).  In
addition, Landlord shall be listed as an additional insured on Tenant’s general
liability insurance policy.


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Commercial
Lease


Landlord
shall during the lease term at its sole expense maintain in full force a policy
or policies of standard form fire insurance with standard extended coverage
endorsement issued by one or more insurance carriers licensed to do business in
the state in which the premises are located covering the buildings and
improvements on the premises to the extent of not less than their full
replacement value.


Tenant to
provide certificate of insurance to Landlord within ten days of lease
commencement.





C.      Indemnification.  To
the extent permitted by law, Tenant hereby indemnifies and holds Landlord and
Landlord’s property, including the Premises, free and harmless from any
liability for losses, claims, injury to or death of any person, including
Tenant, or for damage to property arising from Tenant using and occupying the
Premises or from the acts or omissions of any person or persons, including
Tenant, in or about the Premises with Tenant’s express or implied consent,
except where such loss, claim or injury is due to Landlord’s act or
negligence.





8.
            POSSESSION
      & INSPECTION.





A.      Possession
and Surrender of Premises.  Tenant shall be entitled to possession of
the Premises on the first day of the Lease Term.  At the expiration of
the Lease Term, Tenant shall peaceably surrender the Premises to Landlord or
Landlord’s agent in as good of condition as it was at the commencement of the
Lease, reasonable wear and tear expected.





B.      Quiet
Enjoyment.  Tenant shall be entitled to quiet enjoyment of the
Premises, and Landlord will not interfere with that right, as long as Tenant
pays the Rent in a timely manner and performs all other obligations under this
Lease.





C.      Right
of Inspections.  Tenant agrees to make the Premises available to
Landlord or Landlord’s agents to inspect, to make repairs or improvements, to
supply agreed services, to show the Premises to prospective buyers or tenants,
or to address an emergency.  Except in an emergency situation,
Landlord shall give Tenant reasonable notice of intent to enter.  For
these purposes, twenty-four (24) hour notice shall be deemed
reasonable.  Tenant shall not, without Landlord’s prior written
consent, add, alter or re-key any locks to the Premises.  At all times
Landlord shall be provided with a key or keys capable of unlocking all such
locks and permitting entry.  Tenant further agrees to notify Landlord
in writing if Tenant installs any burglar alarm system, including instructions
on how to disarm it in case of emergency entry.





9.
            DEFAULTS.





A.      Event
of Default.  If Tenant fails to fulfill or obey any of the covenants
of this Lease, Tenant shall be in default of this Lease (“Event of
Default”).  During any Event of Default, subject to any statute,
ordinance or law to the contrary, and upon Landlord serving a written seven (7)
days notice upon Tenant specifying the nature of said default and upon the
expiration of said seven (7) days, if Tenant does not cure a default of which he
has been notified, or if the default cannot be completely cured or remedied in
seven days, Landlord may at Landlord’s option: (i) cure such default and add the
cost of such cure to Tenant’s financial obligations under the Lease; or (ii)
declare Tenant in default and terminate the Lease.





B.      Physical
Remedies.  If the notice provided for in Section 9(A) has been given,
and the term shall expire as noted, or if Tenant shall make default in the
payment of Rent, then Landlord may without notice, as permitted by law, re-enter
the Premises either by force or otherwise, dispossess Tenant by summary
proceedings or otherwise, and retake possession of the
Premises.  Tenant hereby waives the service of notice of intention to
re-enter or institute legal proceedings to that end.





C.      Financial
Remedies.  In the event of any default, re-entry, expiration and/or
dispossession by summary proceedings or otherwise, (i) the Rent shall become due
thereupon and be paid up to the time of such re-entry, dispossession or
expiration, together with such expenses Landlord may incur for legal expenses,
attorneys’ fees, brokerage, and/or putting the Premises in good order; (ii)
Landlord may re-let the Premises or any part or parts thereof; and/or (iii)
Tenant shall also pay Landlord liquidated


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Commercial
Lease


damages
for his failure to observe and perform the covenants in this
Lease.  Landlord may, at his sole option, hold Tenant liable for any
difference between the Rent payable under this Lease during the balance of the
Lease Term, and any rent paid by a successive Tenant if the Premises are
re-let.  In the event that after default by Tenant Landlord is unable
to re-let the Premises during any remaining terms of this Lease, Landlord may at
his option hold Tenant liable for the balance of the unpaid Rent under the lease
for the remainder of the Lease Term.  Landlord shall be responsible
for mitigating its damages.





10.
            ASSIGNMENT
      & SUBORDINATION.





A.      Assignment
by Tenant.  Tenant shall not assign or sublet any interest in this
Lease without prior written consent of the Landlord, which consent shall not be
unreasonably withheld.  Any assignment or sublease without Landlord’s
written prior consent shall, at Landlord’s option, terminate this
Lease.





B.      Assignment
by Landlord.  Nothing in this Lease shall restrict the Landlord’s
ability to sell, assign, convey or otherwise encumber the Premises, subject only
to the rights of the Tenant under this Lease.





C.      Subordination.  This
lease is and shall be subordinate in any and all respects to all mortgages now
or hereafter placed on the Premises, and all extensions, renewals, or
modifications thereof.  The Tenant agrees to promptly execute any
instruments of subordination as may be requested.





11.
            MISCELLANEOUS.





A.      Severability.  If
any part or parts of this Lease shall be held unenforceable for any reason, the
remainder of this Lease shall continue in full force and effect.  If
any provision of this Lease is deemed invalid or unenforceable by any court of
competent jurisdiction, and if limiting such provision would make the provision
valid, then such provision shall be deemed to be construed as so
limited.





B.      Binding
Effect.  The covenants and conditions contained in the Lease shall
apply to and bind the parties and the heirs, legal representatives, successors
and permitted assigns of the parties.





C.      Governing
Law.  This Lease shall be governed by and construed in accordance with
the laws of the State of California.





D.      Entire
Agreement.  This Lease constitutes the entire agreement between the
Parties and supersedes any prior understanding or representation of any kind
preceding the date of this Lease.  There are no other promises,
conditions, understandings or other agreements, whether oral or written,
relating to the subject matter of this Lease.  This Lease may be
modified in writing and must be signed by both Landlord and Tenant.





E.      Notice.  Any
notice required or otherwise given pursuant to this Lease shall be in writing
and mailed certified return receipt requested, postage prepaid, or delivered by
overnight delivery service, if to Tenant, at the Premises and if to Landlord, at
the address for payment of Rent.  Either party may change such
addresses from time to time by providing notice as set forth above.





F.      Waiver.  The
failure of either party to enforce any provisions of this lease shall not be
deemed a waiver or limitation of that party’s right to subsequently enforce and
compel strict compliance with every provision of this Lease.  The
acceptance of Rent by Landlord does not waive Landlord’s right to enforce any
provisions of this Lease.





G.      Attorney’s
Fees.  In the event either party hereto shall file any action or bring
any proceeding against the other party arising out of this lease or the
declaration of any rights hereunder, the party in whose favor final judgment
shall be entered shall be entitled to have and recover from the other all court
costs incurred in connection therewith, including reasonable attorneys’
fees.


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Commercial
Lease





12.
            ADDITIONAL
      TERMS & CONDITIONS.





This
lease shall encompass all existing leases between Landlord and Tenant and
supercedes all previous leases.








IN
WITNESS WHEREOF, the parties have caused this Lease to be executed the day and
year first above written.







LANDLORD:
            
            TENANT:/s/
      Angelo Antoci
            
            /s/
      James Rudis(Signature)
            
            (Signature)Angelo
      Antoci
            
            James
      Rudis(Print
      Name)
            
            (Print
      Name)President
            
            Chairman,
      President & CEOTitle
      (if applicable)
            
            Title
      (if applicable)










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