<PAGE>

Exhibit 10.1

                            SMOKY MARKET FOODS, INC.
                        NOTE AND SHARE PURCHASE AGREEMENT

THIS NOTE AND SHARE PURCHASE AGREEMENT (the "AGREEMENT") is made and entered
into as of January 27, 2009 by and between Smoky Market Foods, Inc., a Nevada
corporation (the "COMPANY"), and 70 LIMITED LLC, a limited liability company
(the "INVESTOR"). In consideration of the mutual covenants set forth herein, and
other good and valuable consideration, the Company and Investor hereby agree as
follows:

         1. PURCHASE OF SECURITIES:

                  (a) PURCHASE OF SECURITIES. Subject to the terms and
conditions of this Agreement, the Investor shall purchase, and the Company shall
sell and issue to the Investor, at the Closing (as defined below), (i) a
promissory note substantially in the form, and with the terms, attached hereto
as EXHIBIT A in the principal amount of $150,000 (the "NOTE"), and (ii)
1,500,000 shares of common stock of the Company (the "SHARES"; together with the
Note, the "INITIAL SECURITIES"). The purchase price for the Initial Securities
shall be the principal amount of the Note (the "PURCHASE PRICE"). The proceeds
from the sale of the Initial Securities are to be used toward for working
capital and general corporate purposes, including the payment of accounts
payable, legal and accounting fees, ongoing consulting and employment expenses
and other purposes. The Company expects to raise additional capital, on terms
that may be more or less favorable than those offered to Investor, in the
immediate future. As reasonably requested by the Company, Investor shall
complete a substitute W-9 or such other forms as the Company requests in order
for it to comply with its reporting and other obligations.

                  (b) CLOSING. The closing (the "CLOSING") of the purchase and
sale of the Initial Securities shall take place on a date within three (3)
business days after the date first set forth above, and the date of the Closing
(the "CLOSING DATE") shall be the date (which shall be within such three
business day period) the Investor pays the Purchase Price by check or wire
transfer to the Company. On the date the funds for the Purchase Price clear, the
Company shall cause to be delivered to the Investor a facsimile copy of the
Note, duly executed and made out in favor of Investor. Within five (5) business
days of the Closing, the Company shall cause the original Note and certificates
representing the Shares to be delivered to Investor at the address set forth on
the signature page hereof. The Closing shall be deemed to have occurred at the
offices of the Company. Failure of either party to deliver the items required by
the preceding sentence when and as required thereby shall constitute a breach of
this Agreement (and the other party shall be entitled to demand specific
performance in addition to any other remedies available at law or in equity).

                  (c) ADDITIONAL SECURITIES. If the outstanding principal amount
owed under the Note is not paid in full on or before the "Payment Date"
described in the Note (or it the Payment Date is a Saturday, Sunday or bank
holiday, the first business day thereafter), the Company shall issue to the
Investor an additional 1,500,000 shares of common stock (the "ADDITIONAL SHARES"
together with the Initial Securities, the "SECURITIES"). If the Company is
obligated to issue the Additional Shares, it shall issue certificates
representing the Additional Shares to the Investor within five (5) business days
of the Payment Date.

         2. REPRESENTATIONS AND WARRANTIES OF INVESTOR: Investor makes the
following representations and warranties, with the intent that they be relied
upon by the Company and each officer, director, employee and agent of the
Company in determining Investor's suitability as a purchaser of the Securities.
Investor hereby agrees that these representations and warranties shall survive
the Investor's purchase of the Securities. By signing this Agreement, Investor
represents that he has read and acknowledged the representations set forth in
this Section 2.

                  (a) Investor is the sole and true party in interest, is
acquiring the Securities for Investor's own account for investment, is not
purchasing the Securities for the benefit of any other person, and has no
present intention of holding or managing the Securities with others or of
selling, distributing or otherwise disposing of any portion of the Securities.

                  (b) This Agreement constitutes the Investor's valid and
legally binding obligation, enforceable in accordance with its terms subject to
applicable bankruptcy, insolvency, and other similar laws affecting creditors'
rights, and rules of law governing specific performance, and the Investor has
full power and authority to enter into this Agreement.

<PAGE>

                  (c) Investor is domiciled in the State set forth on the
signature page hereof and has no present intention of becoming domiciled into,
or to otherwise located in, any other state or jurisdiction, and is an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act (as defined below). Investor has filled in and executed an Investor
Questionnaire in the form attached hereto as EXHIBIT B, and the information set
forth in such Investor Questionnaire is true and correct as of the date hereof.

                  (d) Investor is aware that an investment in the Securities is
highly speculative and subject to substantial risks. Investor has adequate means
of providing for his current needs and possible contingencies, and is able to
bear the high degree of economic risk of this investment, including, but not
limited to, the possibility of the complete loss of Investor's entire investment
and the limited transferability of the Securities, which may make the
liquidation of this investment impossible for the indefinite future.

                  (e) Investor has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the Securities and making an informed investment decision.

                  (f) Investor understands that the Securities will not be
registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
or any state securities laws, in partial reliance upon exemptions from
registration for certain private offerings. Investor understands and agrees that
the Securities, or any interest therein, may not be resold or otherwise disposed
of by Investor unless the resale of the Securities is subsequently registered
under the Securities Act and under all applicable state securities laws or
unless the Company receives an opinion of counsel, satisfactory to it that an
exemption from registration is available. Further, Investor understands that
only the Company can take action so as to register the Securities.

                  (g) Investor acknowledges and represents that Investor has
received and reviewed a copy of the Company's Annual Report on Form 10-K for the
year ended December 31, 2007, together with its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2008 (the "DISCLOSURE DOCUMENT"), and any
amendments or supplements thereto, has been given a reasonable opportunity to
review all documents, books, and records of the Company pertaining to this
investment, has been supplied with all additional information concerning the
Company and the Securities that has been requested by Investor, has had a
reasonable opportunity to ask questions of and receive answers from the Company
or its representatives concerning this investment, and that all such questions
have been answered to the full satisfaction of Investor. Without limiting the
generality of the foregoing, the Investor is aware that the auditors who
reviewed the financial statements included in the Disclosure Document have been
disqualified by the Public Company Accounting Oversight Board, that the Company
has engaged new auditors and that the new auditors are reviewing the financial
statements included in the Disclosure Document and may recommend or require
changes or corrections to such financial statements.

                  (h) Investor has received no representations, written or oral,
from the Company, a placement agent or any officer, director, employee, attorney
or agent thereof, other than those contained in the Disclosure Document and this
Agreement. In making the decision to purchase the Securities, Investor has
relied solely upon Investor's review of the Disclosure Document, this Agreement,
and independent investigations made by Investor or Investor's representatives
without assistance of the Company.

                  (i) Investor understands and agrees that the following
restrictions and limitations are applicable to his purchases and resales,
pledges, hypothecations, or other transfers of the Securities (including for
purposes of this subsection (i), any shares of common stock issuable upon
exercise of the Shares):

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

                           ii. Each certificate or other document evidencing or
representing the Securities shall be stamped or otherwise imprinted with a
legend in the form set forth on the form of Note and Share, respectively,
attached hereto, or a similar legend for any shares of common stock.

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


                                       2
<PAGE>

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

                           i. The approximate or exact length of time that
Investor will be required to remain a security holder of the Company;


                           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 the Company; or

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

                  (k) Investor represents that he or she has read and considered
fully the sections in the Disclosure Document identifying risk factors and
investment considerations and understands that (i) any investment in the
Securities is highly speculative and is subject to a high degree of risk, and
(ii) there are substantial restrictions on the transferability of the
Securities, and it may be impossible to liquidate an investment in the
Securities in case of an emergency.

         3. INDEMNIFICATION: Investor acknowledges that Investor understands the
meaning and legal consequences of the representations and warranties set forth
in Section 2 hereof and that the Company and the officers, directors, employees,
and agents of the Company have relied and will rely upon such representations
and warranties. Investor hereby agrees to indemnify and hold harmless the
Company and each of its officers, directors, employees, and agents from and
against any and all loss, claim, damage, liability, cost, or expense (including
attorneys' fees), joint or several, to which any such person may become subject
due to or arising out of:

                  (a) Any breach by Investor of any representation or warranty
set forth in Section 2 above;

                  (b) Any inaccuracy in the representations and warranties set
forth in Section 2 above;

                  (c) The disposition of any of the Securities by Investor
contrary to the representations and warranties set forth in Section 2 above; and

                  (d) Any action, suit, proceeding, demand, assessment, or
judgment incident to or based upon any of the matters indemnified against.

         Notwithstanding the foregoing, however, no representation, warranty,
acknowledgement or agreement made herein by Investor shall in any manner be
deemed to constitute a waiver of any rights granted to him under federal or
state securities laws.

         4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY: The Company
represents and Shares to Investor that as of the date hereof:

                  (a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, and has all
requisite corporate power and lawful authority to own, lease and operate its
assets, properties and business and to carry on its business as now being
conducted.

                  (b) The Company has the legal right and power and all
authority necessary to accept and execute this Agreement, to issue and deliver
the Securities, and to perform fully its obligations hereunder. This Agreement
has been duly authorized and, upon proper acceptance and execution by an officer
of the Company, will constitute a valid and binding agreement of the Company
enforceable against it in accordance with its terms, except to the extent that
its enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, or other laws affecting the enforcement of creditors' rights
generally and by principles of equity regarding the availability of remedies.

                                       3
<PAGE>

                  (c) No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required in connection with the consummation of the transactions contemplated by
this Agreement, except for qualifications or filings required under the
Securities Act, the Securities Exchange Act and under state securities laws and
stock exchange or stock quotation service regulations.

                  (d) When issued, sold and delivered in accordance with the
terms hereof, the Shares will be duly and validly issued, fully-paid and
nonassessable.

                  (e) The Company acknowledges that Investor will rely on the
foregoing representations and warranties of the Company, and the Company hereby
agrees to indemnify and hold harmless Investor from and against any and all
loss, claim, damage, liability, or expense and any action in respect thereof to
which Investor may become subject as a direct result of a breach by the Company
of any such representations or warranties together with all reasonable costs and
expenses (including attorneys' fees) incurred by Investor in connection with any
action, suit, proceeding, demand, assessment or judgment incident to any of the
matters indemnified against.

         5. NON-TRANSFERABILITY: Investor agrees not to transfer or assign this
Agreement or any of his interest herein.

         6. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
among the parties pertaining to the subject matter hereof, supersedes any and
all prior agreements and understandings of the parties, and may be amended only
by a writing executed by all parties. No covenant, representation or condition
not expressed in this Agreement shall affect or be deemed to interpret, change,
or restrict the express provisions hereof.

         7. EXPENSES: Each of the Company and Investor will bear his/her/its own
legal and other fees and expenses in connection with the transactions
contemplated in this Agreement.

         8. GOVERNING LAW: This Agreement shall be governed and construed for
all purposes in accordance with the laws (without giving effect to the
principles governing conflicts of laws) of the State of California. The parties
hereby subject themselves to the jurisdiction of the federal and state courts
located within the State of California and agree that the exclusive venue and
place of jurisdiction for any lawsuit arising under or related to this Agreement
shall be the State of California.

         9. NOTICES: Any notice required or permitted hereunder shall be given
in writing and shall be conclusively deemed effectively given upon personal
delivery, on the date of receipt if sent by telecopier or overnight courier,
charges prepaid, or five days after deposit in the United States mail, by
registered or certified mail, postage prepaid, addressed (a) if to the Company,
as set forth below the Company's name on the signature page of this Agreement,
and (b) if to Investor, at Investor's address as set forth below Investor's name
on the signature page of this Agreement, or at such other address as the Company
or Investor may designate by ten (10) days' advance written notice to Investor
or the Company, respectively.

         10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES: The representations and
warranties of the parties contained in or made pursuant to this Agreement shall
survive the execution and delivery of this Agreement and Closing; provided,
however, that such representations and warranties are only made as of the date
of such execution and delivery and as of such Closing.

         11. AMENDMENTS: Any term or provision of this Agreement may be amended
and the observance of any term, condition, or provision of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively) by a written instrument signed by the Company and Investor.

         12. SEVERABILITY: If one or more provisions of this Agreement are held
to be unenforceable under applicable law, such provision(s) shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provision were excluded and shall be enforceable in accordance with its
terms.

         13. COUNTERPARTS: This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. A facsimile copy of this
Agreement, or any counterpart hereto, shall be valid as an original.

                                       4
<PAGE>

         14. HEADINGS / GENDER: The headings of the Sections of this Agreement
are for convenience and shall not by themselves determine the interpretation of
this Agreement. Any masculine, feminine or neuter term in this Agreement shall
be deemed to include each of the masculine, feminine and neuter gender.


         15. INCORPORATION BY REFERENCE: All statements, representations and
other information set forth on the signature page hereof and all attachments and
exhibits hereto are incorporated herein as integral terms of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have executed or caused this
Smoky Market Foods, Inc. Note and Share Purchase Agreement to be executed by
their duly authorized representatives as of the date first written above.

                                      "COMPANY"

                                      SMOKY MARKET FOODS, INC.,
                                      a Nevada corporation


                                      By: /S/ Edward Feintech
                                         ---------------------------------------
                                      Edward Feintech, its CEO


                                      Address:
                                               804 Estates Dr., Suite 100
                                               Aptos, California 95003
                                               Fax: (831) 685-4782

                                      "INVESTOR"

                                      70 LIMITED LLC



                                      /S/
                                      ------------------------------------------
                                      By:
                                      Title:  _______________________________

                                      Address:
                                               3554 Wild Cherry Court
                                               Las Vegas, NV
                                               Fax: (702) 898-1974



                                       5
<PAGE>


                                    EXHIBIT A



                                  FORM OF NOTE
                                  ------------



                                 [see attached]



<PAGE>




          THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS
          NOTE MAY NOT BE SOLD OR OTHERWISE PLEDGED OR TRANSFERRED UNLESS A
          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
          IS IN EFFECT WITH RESPECT TO THE TRANSFER OF SUCH NOTE OR THE COMPANY
          HAS RECEIVED AN OPINION IN FORM AND SUBSTANCE SATISFACTORY TO THE
          COMPANY PROVIDING THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
          OF THE SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE.


                                 PROMISSORY NOTE

AMOUNT $150,000                                     ISSUE DATE: JANUARY 26, 2009


1. PROMISE TO PAY. Smoky Market Foods, Inc., a Nevada corporation ("MAKER")
located at 804 Estates Dr., Suite 100, Aptos, CA 95003, for value received,
hereby promises to pay to 70 LIMITED LLC ("NOTEHOLDER") on the Maturity Date (as
defined below), at 3554 Wild Cherry Court, Las Vegas, NV, the sum of One Hundred
and Fifty Thousand Dollars ($150,000), plus unpaid interest that has accrued on
the unpaid principal as set forth in the Promissory Note (this "Note").

2. ACCRUAL AND PAYMENT OF INTEREST. Interest shall not accrue on the Note until
after the sixty-day anniversary of the Issue Date (the "PAYMENT DATE").
Following the Payment Date, interest shall accrue on the outstanding principal
balance of the Note at the rate of 10% per annum (based upon a 365 day calendar
year).

3. MATURITY DATE; TERM. Payment in full of the principal and interest accrued on
this Note shall be due on the Maturity Date. The Maturity Date shall be the
two-year anniversary of the Issue Date.

4. PREPAYMENT. Maker may prepay this Note in whole or in part at any time
without penalty.

5. DEFAULT. If one or more of the following events (each, an "EVENT OF DEFAULT")
shall have occurred and be continuing:

                  (a) if Maker shall fail to pay any principal on this Note, or
                  interest thereon, when due; or

                  (b) if any bankruptcy or insolvency proceeding involving
                  Maker is commenced (whether voluntary or involuntary);
                  provided, however, in the event that this subsection 5(b) is
                  the only basis for an Event of Default, such Event of Default
                  shall be deemed to have been cured if such proceeding was not
                  initiated by or on behalf of the Maker and such proceeding is
                  stayed, dismissed, bonded or vacated within sixty (60) days of
                  such Maker's receipt of notice thereof;

then, the Noteholder may at any time (unless all defaults shall theretofore have
been remedied) at its option, declare the entire principal and interest of the
Note then remaining unpaid to be due and payable immediately. Any forbearance,
failure or delay by the Noteholder in exercising any right or remedy under this
Note or otherwise available to the Noteholder shall not be deemed to be a waiver
of such right or remedy, nor shall any single or partial exercise of any right
or remedy preclude the further exercise of such right or remedy.

<PAGE>

6. MISCELLANEOUS.

         (a) ANY PROVISION OF THIS NOTE MAY BE AMENDED, WAIVED, MODIFIED,
DISCHARGED OR TERMINATED SOLELY UPON THE WRITTEN CONSENT OF BOTH MAKER AND THE
NOTEHOLDER.

         (b) This Note inures to the benefit of the Noteholder and binds Maker
and its successors and assigns. This Note shall not be transferable or
assignable, by operation of law or otherwise, by Maker or the Noteholder without
the express written consent of the other and without compliance with applicable
securities laws.

         (c) Maker hereby waives notice, demand, notice of nonpayment,
presentment, protest and notice of dishonor.

         (d) Except as expressly set forth to the contrary in this Note, all
notices, requests or consents provided for or permitted to be given under this
Note must be in writing and delivered the respective address of Maker and the
Noteholder set forth in the preamble hereof (or such other address as Maker or
the Noteholder may designated by written notice) by hand delivery, mail
(including express mail) or express courier.

         (e) All issues and questions concerning the construction, validity,
enforcement and interpretation of this Note shall be governed by, and construed
in accordance with, the laws of the State of California without giving effect to
any choice of law or conflict of law rules or provisions. The exclusive
jurisdiction and venue for any dispute regarding this Note shall be state and
federal court, located in the state and federal courts located in the State of
California, and all parties to this Note hereby submit to such jurisdiction and
venue.

         IN WITNESS WHEREOF, Maker has executed this Promissory Note as of the
date first above written.


SMOKY MARKET FOODS, INC.


     By:  /S/ Edward C. Feintech
          ----------------------------------------------------
             Edward C. Feintech, Chief Executive Officer


                                       2
<PAGE>



                                    EXHIBIT B



                             INVESTOR QUESTIONNAIRE
                             ----------------------



                                 [see attached]





<PAGE>




                            SMOKY MARKET FOODS, INC.
                              A NEVADA CORPORATION

                             INVESTOR QUESTIONNAIRE

         This Investor Questionnaire (this "Questionnaire") is being distributed
to potential purchasers of promissory notes and shares to purchase common stock
(the "Securities") of by Smoky Market Foods, Inc., a Nevada corporation ("Smoky
Market"). The offer and sale of the Securities is part of a "private offering"
being conducted in reliance upon various exemptions from the registration
requirements of the Securities Act of 1933, as amended (the "1933 Act"), and
state securities laws. This Questionnaire is necessary in order to permit the
Company to reasonably determine whether potential investors satisfy the investor
qualifications associated with applicable exemptions.

         ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned agrees, however, that the Company may present
this Questionnaire to such parties as it may deem appropriate if called upon to
establish that the proposed offer and sale of the Securities are exempt from
registration under the 1933 Act or meets the requirements of applicable state
securities laws.

I.       NAME:        __________________________________________________________
                      (Name of Investor)


         ADDRESS:     _________________________
                      _________________________
                      _________________________
                      _________________________

         TELEPHONE:   _________________________
                     (Area Code)


II.      PLACE YOUR INITIALS BESIDE ALL STATEMENTS THAT ARE TRUE WITH RESPECT TO
         THE INVESTOR IDENTIFIED IN PART I ABOVE (THE "INVESTOR"). YOU MUST
         INITIAL AT LEAST ONE STATEMENT.

_____    1.       The Investor is an individual and had individual income
                  (exclusive of any income attributable to my spouse) in excess
                  of $200,000 in each of the most recent two years and
                  reasonably expects to have an individual income in excess of
                  $200,000 for the current year, or the Investor had joint
                  income with his/her spouse in excess of $300,000 in each of
                  those years and reasonably expects to have a joint income with
                  his/her spouse in excess of $300,000 for the current year.

                  For purposes of this Questionnaire, individual income means
                  adjusted gross income, as reported for Federal income tax
                  purposes, less any income attributable to the Investor's
                  spouse or to property owned by the Investor's spouse, (A)
                  increased by the Investor's share and not his/her spouse's
                  share of (i) the amount of any tax exempt interest income
                  received, (ii) any deduction claimed for depletion, (iii)
                  amounts contributed to an IRA or Keogh retirement plan, (iv)
                  alimony paid, and (v) the excluded portion of any long-term
                  capital gains, and (B) plus or minus any non-cash loss or
                  gain, respectively, reported for Federal income tax purposes.

_____    2.       The Investor is an individual and has net worth, or, with
                  his/her spouse, has a combined net worth, in excess of
                  $1,000,000. For purposes of this Questionnaire, "individual
                  net worth" means the excess of total assets at fair market
                  value, including home and personal property, over total
                  liabilities.

<PAGE>

_____    3.       The Investor is an entity in which all beneficial owners
                  are "accredited investors," as defined in Rule 501(a) of the
                  1933 Act, with respect to the Company under categories 1, 2, 4
                  or 5 of Part II of this Questionnaire. Please identify the
                  name of each beneficial owner and applicable category. Add
                  additional pages if necessary.

                  Name of Beneficial Owner          Accredited Investor Category
                  ______________________________    ____________________________
                  ______________________________    ____________________________
                  ______________________________    ____________________________
                  ______________________________    ____________________________
                  ______________________________    ____________________________


_____    4.       [Initial applicable blank] The Investor is (a) ___ an
                  organization described in ss. 501(c)(3) of the Internal
                  Revenue Code, as amended, or (b) ___ a corporation, a
                  Massachusetts or similar business trust, or a partnership not
                  formed for the specific purpose of acquiring the securities of
                  the Company being offered, or (c) ___ a plan established or
                  maintained by a state or its political subdivisions or any
                  agency or instrumentality of a state or its political
                  subdivisions, for the benefit of its employees; IN ANY CASE
                  (a), (b) or (c) with total assets in excess of $5,000,000 (in
                  case (a), such total assets include endowment, annuity and
                  life income funds and are to be determined according to the
                  Investor's most recent audited financial statements);

_____    5.       The Investor is qualified as an "accredited investor," as
                  defined in Rule 501(a) of the 1933 Act for the following
                  reason:______________________________________________________;

_____    6.       None of 1 through 5 applies and, the Investor is NOT
                  qualified as an "accredited investor" pursuant to Rule 501(a)
                  of the 1933 Act.


III. THE UNDERSIGNED REPRESENTS AND SHARES TO SMOKY MARKETS ON BEHALF OF THE
INVESTOR AS FOLLOWS:

         1. The information provided herein is true and correct in all respects.
The undersigned understands that a false representation may constitute a
violation of law, that any person who suffers damage as a result of a false
representation may have a claim against me and/or the Investor for damages. The
undersigned and the Investor agree to indemnify the Company and its officers,
directors, employees, representatives, attorneys and agents against damages they
suffer as a result of any false representation contained anywhere herein. The
Investor authorizes the Company or relevant third parties to verify the accuracy
of statements contained herein.

         2.       (a) The information contained in this Questionnaire is
                  complete and accurate and may be relied upon; and

                  (b) I will notify the Company immediately of any material
                  adverse change in any of such information occurring prior to
                  the closing of the Purchase.

         IN WITNESS WHEREOF, the undersigned has initialed the foregoing
statements and executed this Questionnaire this ____ day of _____, 200__.

                  ______________________________________________________________
                  Name of Investor


                  ______________________________________________________________
                  Signature


                  ______________________________________________________________
                  Position (if Investor is not an individual)


                                       2