EXHIBIT
      10.6

    James
      Charuk Note

     

    AMENDED
      AND RESTATED LOAN AGREEMENT AND CONVERTIBLE PROMISSORY
      NOTE

     

    THIS
      AMENDED AND RESTATED LOAN AGREEMENT AND CONVERTIBLE PROMISSORY NOTE, dated
      as of
      August 11, 2006 (the “Note”),
      between SMI PRODUCTS, INC., a Nevada Corporation
      (the
      "Maker"),
      having an address at 3503 Cedar Locus, Sugarland, Texas 77479
      and
      James Charuk (the
      "Payee"),
      having
      an
      address at 3503 Cedar Locus, Sugarland, Texas 77479.
      Each of
      the Maker and the Payee are referred to herein as a “Party”,
      and
      collectively as the “Parties.”

    


    WHEREAS,
      on July 31, 2006, the Parties entered into a certain Loan Agreement, as amended
      (the “Original
      Loan Agreement”),
      pursuant to which, the Payee agreed to provide funds to the Maker in the total
      amount of $15,422.73 (the “Loans”)
      for
      its corporate purposes, on the terms and conditions set forth therein;
      and

    


    WHEREAS,
      the Parties desire amend and restate the Original Loan Agreement and to evidence
      the amount due thereunder by this Amended and Restated Loan Agreement and
      Convertible Promissory Note (“Note”)
      which
      shall accrue interest at a rate of 2% per annum and shall be payable on
      demand.

    


    NOW
      THEREFORE, in consideration of the premises, and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      parties hereto hereby agree as follows:

    


    1. The
      Original Loan Agreement is hereby amended and restated in its entirety herein
      and now solely evidenced by this Note. Any attempt to present the Original
      Loan
      Agreement for payment, separate from this Note, shall be invalid and shall
      be of
      no effect.

    


    2. The
      Maker, unconditionally promises to pay to the order of the Payee, the principal
      sum of the Loans together
      with accrued interest thereon from the date of issuance of the Loans, which,
      as
      of the date hereof, is $0. The
      Maker
      further agrees to pay all costs of collection, including reasonable attorneys'
      fees, incurred by the Payee or by any other holder of this Note in any action
      to
      collect this Note, whether or not suit is brought.

    


    3. Principal
      and accrued interest shall be payable on August 11, 2007. Maker shall have
      the
      right at any time to prepay, in whole or in part, the principal and accrued
      interest without penalty upon fifteen (15) days prior written notice to the
      Payee.

    


    4. The
      amounts due hereunder are payable without deduction or offset in lawful money
      of
      the United States of America in immediately available funds to the Payee at
      its
      address as set forth above, or at such other place as the holder of this Note
      shall from time to time designate. 

    


    5. It
      shall
      be an event of default (“Event
      of Default”),
      and
      the then unpaid portion of this Note shall become immediately due and payable,
      at the election of Payee, upon the occurrence of any of the following
      events:

     

    (a) any
      failure on the part of Maker to make any payment hereunder when due, whether
      by
      acceleration or otherwise;

    


    (b) Maker
      shall commence (or take any action for the purpose of commencing) any proceeding
      under any bankruptcy, reorganization, arrangement, readjustment of debt,
      moratorium or similar law or statute; or

    


    (c) a
      proceeding shall be commenced against Maker under any bankruptcy,
      reorganization, arrangement, readjustment of debt, moratorium or similar law
      or
      statute and relief is ordered against Maker, or the proceeding is controverted
      but is not dismissed within sixty (60) days after the commencement
      thereof.

    


    6. The
      principal balance of this Note and all accrued interest hereunder shall be
      convertible, in whole or in part, into shares of the Maker’s common stock in the
      manner described below at the option of the Payee or other holder hereof at
      any
      time prior to maturity, upon ten (10) days advance written notice to the Maker.
      The number of shares of the Maker’s common stock issuable upon such conversion
      shall be determined by the Board of Directors of the Company based on what
      it
      determines the fair market value of the Company is at the time of such
      conversion. Upon conversion, this Note shall be canceled and a replacement
      note
      on identical terms shall be promptly issued by the maker to the holder hereof
      to
      evidence the remaining outstanding principal amount hereof as of the date of
      the
      conversion, if applicable. In the event of a stock-split, combination, stock
      dividend, recapitalization of the Maker or similar event, the conversion price
      and number of shares issuable upon conversion shall be equitably adjusted to
      reflect the occurrence of such event.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    7. No
      failure on the part of the Payee or any other holder of this Note to exercise
      and no delay in exercising any right, remedy or power hereunder or under any
      other document or agreement executed in connection herewith shall operate as
      a
      waiver thereof, nor shall any single or partial exercise by the Payee or any
      other holder of this Note of any right, remedy or power hereunder preclude
      any
      other or future exercise of any other right, remedy or power.

    


    8. This
      Note
      shall be binding upon the Maker and the Maker’s successors and
      assigns.

    


    9. This
      Note
      shall be governed by and construed in accordance with the laws of the State
      of
      New York, excluding the conflicts of laws principles thererof.

    


    10. In
      the
      event that any one or more of the provisions of this Note shall for any reason
      be held to be invalid, illegal or unenforceable, in whole or in part, or in
      any
      respect, or in the event that any one or more of the provisions of this Note
      shall operate, or would prospectively operate, to invalidate this Note, then,
      and in any such event, such provision or provisions only shall be deemed null
      and void and of no force or effect and shall not affect any other provision
      of
      this Note, and the remaining provisions of this Note shall remain operative
      and
      in full force and effect, shall be valid, legal and enforceable, and shall
      in no
      way be affected, prejudiced or disturbed thereby.

    


    11. All
      agreements between Maker and Payee are hereby expressly limited so that in
      no
      event whatsoever, whether by reason of deferment in accordance with this Note
      or
      under any agreement or by virtue of acceleration or maturity of the Note, or
      otherwise, shall the amount paid or agreed to be paid to the Payee hereunder
      or
      to compensate Payee for damages to be suffered by reason of a late payment
      hereof, exceed the maximum permissible under applicable law. If enforcement
      of
      any provision hereof at the time performance of such provision shall be due,
      shall exceed the limit of validity prescribed by law, the relevant obligations
      to be fulfilled shall be deemed reduced to the limit of such validity. This
      provision shall never be superseded or waived and shall control every other
      provision of all agreements among Maker and Payee. 

    


    12. Subject
      to applicable federal and state securities laws, the Payee may assign this
      Note
      without first obtaining the consent of the Maker.

    


    13. Subject
      to the applicable cure periods contained herein, time is of the essence of
      this
      Note.

    


    14. EXCEPT
      AS
      OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE MAKER, AND ALL OTHERS THAT MAY
      BECOME LIABLE FOR ALL OR ANY PART OF THE OBLIGATIONS EVIDENCED BY THIS NOTE,
      HEREBY WAIVES PRESENTMENT, DEMAND, NOTICE OF NONPAYMENT, PROTEST AND ALL OTHER
      DEMANDS AND NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE
      OR
      ENFORCEMENT OF THIS NOTE, AND DOES HEREBY CONSENT TO ANY NUMBER OF RENEWALS
      OR
      EXTENSIONS OF THE TIME OF PAYMENT HEREOF AND AGREE THAT ANY SUCH RENEWALS OR
      EXTENSIONS MAY BE MADE WITHOUT NOTICE TO ANY SUCH PERSONS AND WITHOUT AFFECTING
      THEIR LIABILITY HEREIN AND DO FURTHER CONSENT TO THE RELEASE OF ANY PERSON
      LIABLE WITH RESPECT TO FAILURE TO GIVE SUCH NOTICE, (ALL WITHOUT AFFECTING
      THE
      LIABILITY OF THE OTHER PERSONS, FIRMS, OR CORPORATIONS LIABLE FOR THE PAYMENT
      OF
      THIS NOTE).

    


    15. TO
      THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAKER HEREBY KNOWINGLY AND
      VOLUNTARILY WAIVES TRIAL BY JURY AND THE RIGHT THERETO IN ANY ACTION OR
      PROCEEDING OF ANY KIND ARISING UNDER OR OUT OF OR OTHERWISE RELATED TO OR
      CONNECTED WITH THIS NOTE OR ANY RELATED DOCUMENT.

    


    [Signature
      Page Follows]

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the undersigned has duly executed this Amended and
      Restated Loan Agreement and Convertible Promissory Note on the date first above
      written. 

    


    
      	 	 	 
	 	SMI
              PRODUCTS,
              INC.
	 
 	 
 	 
 
	
            	By:  	/s/ James
              Charuk
	 	
              
James
              Charuk
	 	President


    

     

    
      	 	 	 
	 	PAYEE:
	 
 	      
              
 	 
 
	
            	/s/ James
              Charuk
	 	
              
James
              Charuk