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                                                                    Exhibit 10.1

                            SMOKY MARKET FOODS, INC.
                   NOTE, SHARE AND WARRANT PURCHASE AGREEMENT

         THIS NOTE, SHARE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is
made and entered into as of May 28, 2009 by and among Smoky Market Foods, Inc.,
a Nevada corporation (the "Company"), and 70 LIMITED LLC, a Nevada limited
liability company (the "Investor"), and, with respect to Section 5 of this
Agreement, The Jimma Lee Beam Revocable Trust (the "Trust").

                                    RECITALS

A. Investor desires to acquire, and the Company desires to issue to Investor,
additional securities of the Company, in accordance with the terms and
conditions of this Agreement.

B. The Company issued that certain promissory note dated as of September 30,
2008 in the principal amount of $500,000(the "First Prior Note") in favor of the
Trust.

C. The Company issued that certain promissory note dated as of January 26, 2009
in the principal amount of $150,000 in favor of Investor (together with the
First Prior Note, the "Prior Notes").

D. The Trust and Investor are affiliates, and in connection with the
transactions contemplated by this Agreement, the Trust and Investor have agreed
to terminate the Prior Notes so that such Prior Notes are superseded by the Note
(as defined below), as provided herein.

         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 $2,152,500 (the "Note"), (ii) 11,587,926 shares of
common stock of the Company (the "Shares"), and (iii) warrants to purchase
1,852,500 shares of common stock of the Company substantially in the form
attached hereto as Exhibit B (the "Warrants"; together with the Note and the
Shares, the "Securities"). The purchase price for the Securities shall be
$1,500,000 in cash and cancellation of the Prior Notes (the "Purchase Price").
The proceeds from the sale of the 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 Securities shall take place on a date within one (1) business day 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 and the Warrants, duly
executed and made out in favor of Investor. Within five (5) business days of the
Closing, the Company shall cause the original Note, the Warrants 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).


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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.

         (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 C, 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.


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         (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, 2008, together with its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2009 (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.

         (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.

         (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.


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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 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.

         (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 and any shares of common stock issuable upon exercise of the
Warrants 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.


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5. TERMINATION OF PRIOR NOTES. Effective upon the Closing, the Prior Notes are
hereby terminated and of no further force or effect. The Trust and Investor
shall deliver the original Prior Notes to the Company as soon as reasonably
practicable. The Trust and Investor each represent and warrant that the Prior
Notes have not been pledged, sold, delivered, transferred, assigned or
exchanged.

6. RIGHT TO DESIGNATE DIRECTOR; OBSERVER RIGHTS.

         6.1 DESIGNATION RIGHTS. Until the Note has been paid in full, Investor
shall have the right to require the Company to take all such action as is
necessary or advisable and within its control (except to the extent such
actions, upon advice of counsel, would be a breach of, contrary to or otherwise
in conflict with any applicable law or fiduciary duty imposed thereby),
including without limitation calling special Board of Director and stockholder
meetings, so that:

              (a) one individual designated by the Investor (the "Investor's
Director") shall be appointed or elected to the Board of Directors;

              (b the removal from the Board of Directors (with or without cause)
of the Investor's Director shall be at the written request of the Investor but
only upon such written request and under no other circumstances; and

              (c) in the event that the Investor's Director ceases to serve as a
member of the Board of Directors during his term of office (whether by death,
resignation or removal), the resulting vacancy on the Board of Directors shall
be filled by an individual designated by the Investor.

         6.2 FAILURE TO DESIGNATE INVESTOR'S DIRECTOR. Until Investor provides
written notice of its designee for Investor's directorship or if the Investor
fails to designate an individual to fill the Investor's directorship pursuant to
the terms of this Section 6, the individual previously holding such directorship
shall be elected to such position, or if such individual fails or declines to
serve, the election of an individual to such directorship shall be accomplished
in accordance with the Company's Bylaws and applicable law.

         6.3 OBSERVER RIGHTS. Until the appointment or election of the
Investor's Director and until the Note has been paid in full, the Company shall
give the Investor notice of each meeting of the Board of Directors, at the same
time and in the same manner as notice is given to the directors of the Board of
Directors, and, except as set forth in Section 6.4, the Company shall permit one
representative selected by the Investor (the "Observer") to attend, as an
observer, all meetings of the Board of Directors. Except as set forth in Section
6.4, the Observer shall be entitled to receive all written materials and other
information (including, without limitation, copies of meeting minutes) given to
directors in connection with such meetings. In connection with the attendance of
any meeting, or the receipt of any materials and other information by the
Observer, Investor shall cause the Observer to keep such materials and
information confidential, and Observer shall sign a confidentiality agreement in
form and substance reasonably satisfactory to the Company.

         6.4 EXCEPTIONS TO OBSERVATION RIGHTS. Notwithstanding anything in this
Agreement to the contrary, the Board of Directors may limit the access of the
Observer to any of the following types of materials or communication, or to any
portion of any meeting to which any of the following considerations applies: (i)
the materials, communications or meeting involve communications with counsel
with respect to which the Board of Directors desires to maintain the right to
assert attorney-client privilege, (ii) the materials, communications or meeting
involve claims by, or transactions with, the Investor, the Observer or any
affiliate of the Investor or Observer (including any entity in which the
Investor, the Observer or any affiliate owns a 5% or greater equity interest),
or (iii) the Board of Directors otherwise determines, in its reasonable,
discretion, that granting the Observer access to such materials, communications
or meeting would create a material risk to the interests of the Company.


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         6.5 TERMINATION OF DIRECTOR DESIGNATION AND OBSERVER RIGHTS. Investor's
rights under this Section 6, including the right to designate an individual to
serve on the Board of Directors and to select an Observer shall immediately
terminate upon the satisfaction of all amounts outstanding under the Note.

7. PAYMENT OF NOTE UPON RECEIPT OF PROCEEDS FROM PREFERRED STOCK OFFERING. The
Company agrees to prepay the Note in an amount equal to at least fifty percent
(50%) of the total net proceeds above $2,000,000 of any Qualified Offering. For
the purposes of this Section 7, "Qualified Offering" means an offering of the
Company's capital stock, other than the offering contemplated by this Agreement,
in which the total net cash proceeds to the Company are in excess of $2,000,000.

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

9. 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.

10. 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.

11. 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 Nevada. The parties hereby subject
themselves to the jurisdiction of the federal and state courts located within
the State of Nevada 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
Nevada.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.


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17. 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.

18. 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.



                            [SIGNATURE PAGE FOLLOWS]







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         IN WITNESS WHEREOF, the parties hereto have executed or caused this
Smoky Market Foods, Inc. Note, Share and Warrant 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



                                              __________________________________
                                              By:
                                              Title:  __________________________

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



         With respect to Section 5 only, the undersigned has executed or caused
this Smoky Market Foods, Inc. Note, Share and Warrant Purchase Agreement to be
executed by its duly authorized representatives as of the date first written
above.

                                              "TRUST"

                                              JIMMA LEE BEAM REVOCABLE TRUST


                                              __________________________________
                                              By:
                                              Title: ___________________________

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




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