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                                                                    Exhibit 10.2

          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 $2,152,000                                      ISSUE DATE:  MAY 29, 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 Two Million
One Hundred Fifty-Two Thousand Dollars ($2,152,000), plus accrued but unpaid
interest on the unpaid principal as set forth in the Promissory Note (this
"Note").

2. ACCRUAL AND PAYMENT OF INTEREST. 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;

                   (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; or

                  (b) if, as of September 30, 2009, Maker has not acquired from
                  Smoky Systems, LLC all right, title and interest of Smoky
                  Systems, LLC in the intellectual property currently licensed
                  by Maker pursuant to the Amended and Restated Exclusive
                  License Agreement dated December 2006 with Smoky Systems, LLC.

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.


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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 Nevada 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 Nevada, 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




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