Exhibit 10.4





Phone:
      210.826.8900
              Fax:
      210.826.8906





STRICTLY
PERSONAL AND CONFIDENTIAL





October
1, 2008





Mr.
Parker R. Booth


19543
Cortina Court


Salinas,
CA 93908


Home:
(831) 455-8542


Cell:
(831) 596-0088





Dear
Parker:





I am
pleased to confirm our offer of employment for the position of President with
Organic Alliance, Inc. effective on November 15th,
2008.   In this position you will report directly to Tom
Morrison.  This offer is contingent on the successful completion of
our background check programs.





Your
annual salary will be $300,000, paid on a semi-monthly
basis.   You will be enrolled in the Organic Alliance Medical
Benefits Plan on the first of the month following your hire
date.   Based on your expected start date of November 15th,
2008 you will be eligible for benefits on December 1st,
2008.





You will
be eligible to participate In our performance-based incentive plan (PIP) for the
fiscal year and we expect that the incentive plan could increase your
compensation by up to 50% of your salary based on meeting established goals and
outputs.   This is based on both you and the Company meeting and
exceeding projected strategic outputs and profit
objectives.   The details, payout, and continuation of this Plan
are at the Chairman/CEO’s discretion and you must be employed by the company at
the time of payout.   Your bonus opportunity in Fiscal Year 2009
will be pro-rated based upon your hire date.





You will
be eligible for 5% of outstanding shares. The company has 13,500,000 shares
which gives you 675,000 shares. The Company hereby grants options on 675
thousand shares exercisable at $0.51 per share over a 3yr period
beginning:




September
30, 2009 for 1/3 of the options


September
30, 2010 for 1/3 of the options


September
30, 2011 for 1/3 of the options




The
options will expire 5 years from the date of the original grant.





Organic
Alliance will pay the premiums on your current $300,000 Life Insurance
Policy.





In order
to facilitate your time in the field with our customers, a car allowance of $900
a month will be paid to you in 12 equal payments through our regular payroll
process.   The car allowance is intended to help defray your
expenses of insurance and maintenance.





While we
expect that our working relationship will be mutually rewarding, all employment
with Organic Alliance, Inc. is considered “employment at will.”  This
means that either you or the company may choose to sever the employment
relationship at any time, with or without prior notice.





Parker, I
know that we are excited about you joining the company.   I am
confident that you will find the opportunity challenging and
rewarding.   We are excited you will be part of continuing to
build the Organic Alliance brand!   Kindly indicate your
acceptance to the terms in this offer letter by signing and returning a copy to
me.




Welcome
to Organic Alliance!





Regards,







Tom
Morrison


CEO


Organic
Alliance, Inc.





I have
read, understood and agree with the offer of employment, and I accept employment
with Organic Alliance, Inc. on the terms and conditions set out in this
Employment Agreement.





DATED
this ­ 5thday of October,
2008.





/s/ Parker R.
Booth


Parker R.
Booth