EXCLUSIVE LICENSE AGREEMENT
This Exclusive License Agreement (the "AGREEMENT") is made as of May 1, 2006 (the "EFFECTIVE
DATE"), by and between Smoky Systems, LLC, a Nevada limited liability company ("LICENSOR"), and
Smoky Market Foods, Inc., a Nevada corporation ("LICENSEE"). This Agreement may refer to the parties
individually as a "PARTY" or collectively as the "PARTIES."
A. Licensor owns certain intellectual property rights (including but not limited to the trademark SMOKY
MARKET(R)), contract rights, and other rights relating to the production, marketing, distribution, and/or sale of
meats, fish, poultry, vegetables, and other food products.
B. Licensee desires to obtain, and Licensor is willing to grant to Licensee, an exclusive worldwide license to
exercise those intellectual property rights and related rights.
COVENANTS, PROMISES, AND OBLIGATIONS
NOW, THEREFORE, in consideration of the recitals set forth above, the mutual covenants, promises, and
obligations set forth herein, and for other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged by the Parties, and intending to be legally bound hereby, Licensor and Licensee
agree as follows:
1. DEFINITIONS. In addition to terms defined elsewhere in this Agreement, including without limitation in the
preamble and Recitals, the following terms shall have these meanings:
1.1 "AFFILIATE" means, with respect to a Party, any Person controlled by, controlling, or under common
control with the Party. For this purpose, control means direct or indirect beneficial ownership of at least a fifty
percent (50%) interest in the income, stock, or other ownership structure of such Person or other operational
control. Notwithstanding the foregoing definition, the term "Affiliate" when used with respect to Licensee shall not
include Licensor and when used with respect to Licensor shall not include Licensee, except as expressly stated
otherwise in this Agreement.