EXHIBIT 10.05

LEGACY WINE & SPIRITS INTERNATIONAL LTD.

Private Placement Subscription Agreement

Name of Purchaser	Golden Spirit Enterprises Ltd.      (the “Purchaser”)
Address	1802 Goya Street
City	Jonquiere
Province	Quebec
Country	Canada
Postal Code	G7Z 1C3
Date	November 15, 2010
Payment Method	Conversion of Debt

# Shares Purchased

         2,627,440   x  US $0.05      =        $    131,372__

(the “Shares”)                                Subscription Price

/s/ Christopher Scheive                            Please make cheque payable to:

Signature of Purchaser                           “Legacy Wine & Spirits International Ltd.”

These securities have not been registered under the Securities Act of 1933(the “US Securities Act”) and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the US Securities Act, or an exemption from the registration requirements of the US Securities Act is available. Hedging Transactions involving these securities may not be conducted unless in compliance with the US Securities Act.

    This Subscription is accepted for and on behalf of Organa Gardens International Inc.

        By: /s/ Jaclyn Cruz                                                Date: December 8, 2010

              Jaclyn Cruz, President

1.0   Purchase and Sale of Shares

1.1   The Purchaser subscribes for and agrees to receive, as a conversion of debt, common shares of Organa Gardens International Inc.., a Nevada Corporation (the “Issuer”) in the amount set out above (the “Shares”), to be recorded in the name of the Purchaser at the address set out above.

Legacy Wine & Spirits International Ltd. 541-702 Kentucky St. Bellingham, WA, 98225     

 Phone: 1-888-488-6882      Fax: 1-888-265-0498     E-mail:  info@legacywineandspirits.com

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