Exhibit
10.5










AIR
COMMERCIAL REAL ESTATE ASSOCIATION


STANDARD
INDUSTRIAL/COMMERCIAL


MULTI-TENANT
LEASE - GROSS


1.           Basic
Provisions ("Basic Provisions").


1.1           Parties:
This Lease ("Lease"), dated for reference purposes only December   15,
2008is made by and between Brad  Smith("Lessor") and Organic Alliance,
Inc.("Lessee"), (collectively the "Parties", or individually a
"Party").


1.2(a)      Premises:
That certain portion of the Project (as defined below), including all
improvements therein or to be provided by Lessor under the terms of this Lease,
commonly known by the street address of
401   Monterey  Street   Suite   202 ,
located in the City of Salinas , County
of Monterey,
State of California, with zip
code 93901, as
outlined on Exhibit A attached
hereto ("Premises") and generally described as (describe briefly the nature of
the Premises): 1,394
square feet of professionaloffice  space


_____________________________________________________________________________________________________________________________________
  In
addition to Lessee's rights to use and occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to any utility raceways of the
building containing the Premises ("Building") and to the Common Areas (as
defined in Paragraph 2.7 below), but shall not have any rights to the roof, or
exterior walls of the Building or to any other buildings in the Project. The
Premises, the Building, the Common Areas, the land upon which theyare located,
along with all other buildings and improvements thereon, are herein collectively
referred to as the "Project." (See also Paragraph 2)


1.2(b)  Parking:
6unreserved
vehicle parking spaces . (See also Paragraph 2.6)


1.3       Term:1years and 0 months ("Original
Term") commencing December 15, 2008 ("Commencement
Date") and ending December 31, 2009
("Expiration Date"). (See also Paragraph 3)


1.4        Early
Possession: N/A
("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)


1.5        Base
Rent: $ 2, 230.
40 per month ("Base Rent"), payable on the 1stday of each
month commencing February 1, 2009 .
(See also Paragraph 4}


[x] If
this box is checked, there are provisions in this Lease for the Base Rent to be
adjusted.


1.6         Lessee's
Share of Common Area Operating Expenses: N/A percent ( N/A%) ("Lessee's
Share").


Lessee's
Share has been calculated by dividing the approximate square footage of the
Premises by the approximate square footage of the Project.  In the
event that the size of the Premises and/or the Project are modified during the
term of this Lease, Lessor shall recalculate Lessee's Share to reflect such
modification.


1.7         Base
Rent and Other Monies Paid Upon Execution:


(a)Base
Rent: $ 3, 494 .
35 for the period December 15, 2008 - January
31,  2009


(b)Common
Area Operating Expenses: $  N/A for the period
N/A.


(c)Security
Deposit: $ 2, 230.
40 ("Security Deposit"). (See also Paragraph 5)


(d)Other:
$ N/A for N/A.


(e)Total Due
Upon Execution of this Lease: $5,724.75


1.8         Agreed
Use: Professional
offices
   .(See also Paragraph 6)
 1.9         Insuring
Party. Lessor is the "Insuring Party". (See also Paragraph 8)


1.10       Real
Estate Brokers: (See also Paragraph 15)


(a) 
Representation: The following real estate brokers (the "Brokers") and brokerage
relationships exist in this transaction (check applicable
boxes):


[ ]
__________________________________represents Lessor exclusively ("Lessor's
Broker");


[
] __________________________________represents Lessee exclusively
("Lessee's Broker"); or


[x]   NAI
BT   Commercial   Real   Estaterepresents both Lessor and Lessee ("Dual Agency").


(b) 
Payment to Brokers: Upon execution and delivery of this Lease by both Parties,
Lessor shall pay to the Brokers the brokerage fee agreed to in a separate
written agreement (or if there is no such agreement, the sum of  per agmt
or  % of the
total Base Rent for the brokerage services rendered by the
Brokers).


1.11           Guarantor.
The obligations of the Lessee under this Lease are to be guaranteed
by_______________________________________________________________
 __________________________________________________________________________________________________________("Guarantor").
(See also Paragraph 37)


1.12           Attachments.
Attached hereto are the following, all of which constitute a part of this
Lease:


[ ] an
Addendum consisting of Paragraphs_______through_________;


[ ] a
site plan depicting the Premises;


[ ] a
site plan depicting the Project;


[ ] a
current set of the Rules and Regulations for the Project;


[ ] a
current set of the Rules and Regulations adopted by the owners'
association;


PAGE
1 OF 17


_____
                _______
                INITIALS©1998
      - AIR COMMERCIAL REAL ESTATE
      ASSOCIATION
              FORM
      MTG-7-'06/07E





shall,
within 30 days after request, deliver to the other Party satisfactory evidence
of such authority.


(b)  If this
Lease is executed by more than one person or entity as "Lessee", each such
person or entity shall be jointly and severally liable
hereunder.   It is agreed that any one of the named Lessees shall
be empowered to execute any amendment to this Lease, or other document ancillary
thereto and bind all of the named Lessees, and Lessor may rely on the same as if
all of the named Lessees had executed such document.


(c)  This
Lease may be executed by the Parties in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.


44.           Conflict.  Any
conflict between the printed provisions of this Lease and the typewritten or
handwritten provisions shall be controlled by the typewritten or handwritten
provisions.


45.           Offer.   Preparation
of this Lease by either party or their agent and submission of same to the other
Party shall not be deemed an offer to lease to the other Party. This Lease is
not intended to be binding until executed and delivered by all Parties
hereto.


46.           Amendments.
This Lease may be modified only in writing, signed by the Parties in interest at
the time of the modification. As long as they do not materially change Lessee's
obligations hereunder, Lessee agrees to make such reasonable non-monetary
modifications to this Lease as may be reasonably required by a Lender in
connection with the obtaining of normal financing or refinancing of the
Premises.


47.           Waiver
of Jury Trial.  THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT
OF THIS AGREEMENT.


48.           Mediation
and Arbitration of Disputes.  An Addendum requiring the Mediation
and/or the Arbitration of all disputes between the Parties and/or
Brokers a rising out of this Lease [ ] is [x] is not attached to this
Lease.


49.           Americans
with Disabilities Act. Since compliance with the Americans with Disabilities Act
(ADA) is dependent upon Lessee's specific use of the Premises, Lessor makes no
warranty or representation as to whether or not the Premises comply with ADA or
any similar legislation.   In the event that Lessee's use of the
Premises requires modifications or additions to the Premises in order to be in
ADA compliance, Lessee agrees to make any such necessary modifications and/or
additions at Lessee's expense.


50.           Option
to Extend. Lessee shall reserve the right to extend the Lease for two (2)
extension terms of one (1) year each at the same terms and conditions including
annual rental increases. Leesee shall provide ninety (90) days written notice
should It elect to exercise the option(s).


51.           Tenant
Improvements. Lessor at Lessor's sole cost and expense shall construct a doorway
between the conference room and the mam office as seen on the attached floor
plan. Additionally, Lessor shall deliver the space with paint touched up where
necessary and carpets cleaned.


52.           Annual
Rental Increases. If Lessee exercises their option(s) to extend, upon each Lease
Option, on the Lease anniversary the annual base rent shall increase by
3%.


LESSOR
AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR
INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE
AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
PREMISES.


ATTENTION:
NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE
ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX
CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES
ARE URGED TO:


1.           SEEK
ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
LEASE.


2.           RETAIN
APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.
SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE
OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY,
THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS
WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED
USE.


WARNING:
IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS
OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN
WHICH THE PREMISES ARE LOCATED.


The
parties hereto have executed this Lease at the place and on the dates specified
above their respective signatures.


Executed
      at:  Salinas, CA
              Executed: Salinas,
      CAOn:
    12-15-08
              On:
    12-11-08By LESSOR:
              By
  LESEE:Brad Smith
              Organic Alliance,
      Inc.By: /s/ Brad
      Smith
              By: Parker
      BoothName Printed: Brad
      Smith
              Name Printed: Parker
      BoothTitle:
    Owner
              Title:
      PresidentBy:
              By:Name
    Printed:
              Name
    Printed:Title:
              Title:Address: 590 Brunken
      Avenue
              Address: 1250 NE
      Loop 410Salinas, CA
      93901
              Suite
  320San Antonio, TX
      78209Telephone: (831)
      753-6487Facsimile: (831)
      349-1059
              Telephone:Federal ID
    No.
              Facsimile:Federal ID
    No.PAGE 16 OF
    17©1998 - AIR
      COMMERCIAL REAL ESTATE ASSOCIATION





BROKER:
              BROKER:NAI BT Commercial
      Real Estate
              SAMEAtt: Daniel
      Vorhies
              Att:Title: 
      Associate
              Title:Address: 328-B Main
      Street
              Address:Salinas, CA
      93901
              Telephone:Telephone: (831)
      449-8000
              Facsimile:Facsimile: (831)
      769-0314
              Federal ID
    No.Federal ID
    No.
  NOTICE:
These forms are often modified to meet changing requirements of law and industry
needs. Always write or call to make sure you are utilizing the most current
form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los
Angeles, CA 90017. Telephone No. (213) 687-8777. Fax No.: (213)
687-8616.


(c)Copyright
1998 By AIR Commercial Real Estate Association.


Ail
rights reserved. No part of these works may be reproduced in any form without
permission in writing.