EXHIBIT
        10.5

      Darwin
        Forer 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
        Darwin Forer (the
        "Payee"),
        having
        an
        address at General Delivery, Christopher Lakes, Saskatchewan, SOJ 0N0,
        Canada.
        Each of
        the Maker and the Payee are referred to herein as a “Party”,
        and
        collectively as the “Parties.”

      


      WHEREAS,
        on February 13, 2004, 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 $10,000 (the “Loan”)
        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 are 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 Loan together
        with accrued interest thereon from the date of issuance of the Loan, which,
        as
        of the date hereof, is $487.12. 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/ Darwin
                Forer
	 	
                
Darwin
                Forer