8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported):  November 1, 2010

Organic Alliance, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000−53545	20−0853334
(State or Other Juris-	(Commission File No.)	(IRS Employer
diction of Incorporation)		Identification No.)

401 Monterey Street, Suite 202

Salinas, CA 93901

(Address of principal executive offices)

(831) 240−0295

(Registrant’s telephone number, including area code)

_____________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
£	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 1, 2010, we entered into purchase and sale agreement (the “Factoring Agreement”) with Liquid Capital Exchange, Inc. (“Liquid Capital”) pursuant to which Liquid Capital may purchase our accounts receivable, advancing us up to 80% of the face amount of the accounts purchased less applicable discount fees and any reserves.  The maximum face amount of purchased accounts sold to Liquid Capital and outstanding at any time shall not exceed $1,800,000.  Pursuant to the Factoring Agreement, Liquid Capital has recourse against our assets which serve as collateral for any non-payment.  The Factoring Agreement may be terminated at any time by either party upon 30 days notice.

On November 16, 2010, we entered into a loan agreement with Theorem Capital, LLC (“Theorem”), whereby Theorem agreed to lend us $500,000 (the “Loan”), in order to pay certain of our accounts payable to suppliers and to fund our short-term working capital needs.  On January 18, 2011, Theorem assigned its rights under the loan agreement to Thread Master GP LLC (the “Lender”).  The closing for the Loan took place on February 3, 2011.  The Loan is evidenced by a promissory note bearing interest at the rate of 15% per annum, and payable in 12 equal monthly installments commencing July 30, 2011.  The loan agreement contains negative covenants including, without limitation, restrictions on our ability to incur indebtedness, grant liens, merge or consolidate with any other business, change the nature of our business, declare or pay dividends and make other restricted payments, enter into any material transactions with or pay or repay any indebtedness to our officers and directors and affiliates, or amend our articles of incorporation or bylaws.  The loan agreement considers a failure to recognize a minimum of $1,000,000 in revenue by sixty days following closing as an event of default.  We used approximately $393,000 of the Loan proceeds to pay certain of our growers and other vendors, with the balance being used to fund our short-term working capital requirements.   In consideration for providing the Loan, we issued to the Lender (a) a three year warrant to purchase a total of 9,047,085 shares of our common stock, exercisable at $0.01 per share (without adjustment for any reverse stock split) at any time during the three years from the date of the warrant, and (b) a warrant to purchase a total of 9,047,085 shares of our common stock exercisable at the price at which we issue shares of our common stock or preferred stock in a financing of $1,000,000 or more on or before June 30, 2011(or $.01 per share (post-split) if no such financing occurs).  If an event of default of the Loan Agreement occurs, the exercise price of the five-year warrant shall automatically decrease to, and thereafter remain at, $0.01 per share.  Both warrants contain demand and piggyback registration rights and a cashless exercise feature.  The warrants were issued in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

On February 18, 2011, we entered into common stock purchase agreements with each of Parker Booth, a director of the company and our Chief Executive Officer and Chief Financial Officer, and Michael Rosenthal, a director of our company.   Mr. Booth purchased 3,858,574 shares of our common stock for a purchase price of $231,514.44.  As full payment of the purchase price, the debt evidenced by our promissory note in the principal amount of $228,794 held by Mr. Booth was cancelled.  Mr. Rosenthal purchased 964,643 shares of our common stock for a purchase price of $57,878.58.  As full payment of the purchase price, the debt evidenced by our promissory note in the principal amount of $55,902 held by Mr. Rosenthal was cancelled.  The shares were issued in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

On March 11, 2011, we entered into an amendment to the August, 2010 consulting agreement with Summit Trading Limited.  The consulting agreement, as amended by the amendment, provides that we issue to Summit that number of shares of our common stock representing 25% of our total issued and outstanding common stock determined on August 1, 2011, 695,930 (post-split) of which are to be issued promptly after the execution of the amendment, and the balance of which are to be issued promptly after the total number of shares to be issued to Summit becomes determinable.  No consideration had been issued to Summit under the original consulting agreement.  The shares issued pursuant to the amended and restated agreement will be issued in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

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The foregoing descriptions of the agreements are general descriptions only, do not purport to be complete, and are qualified in their entirety by reference to the terms of such agreements, each of which are attached hereto as Exhibits and which are incorporated herein by this reference.

ITEM 2.03  CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information in Item 1.01 above is incorporated by reference herein.

On September 14, 2010, we issued a note in the principal amount of $50,380 to a lender who had purchased that amount of our trade debt from one of our vendors.   The note bears interest at the rate of 20% per annum, is due and payable on September 13, 2012, and is convertible into shares of our common stock at a price equal to 45% of the average of the five lowest intraday prices for our common stock during the 20 trading days prior to such conversion.   In addition, we placed 5,000,000 (pre-split) shares of our common stock in escrow to secure our conversion obligations under the note.  On September 23, 2010, the lender converted $7,500 of the note into 1,515,152 (pre-split) shares of our common stock.  The shares of common stock issued in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES

The information in Items 1.01 and 2.03 above is incorporated by reference herein.

In September, 2010, we issued a three-year warrant to purchase 1,497,000 (pre-split) shares of our common stock, exercisable at $0.001 (pre-split) per share to a service provider for services to be rendered (the “September Warrant”).  In March, 2011, we issued an additional three-year warrant to purchase 1,497,000 (pre-split) shares of our common stock, exercisable at $0.001 (pre-split) per share to the service provider for services to be rendered (the “March Warrant”).  The March Warrant provides that, on August 1, 2011, the number of shares underlying the March Warrant shall automatically adjust so that the total number of shares issuable upon exercise equals 4.99% of the issued and outstanding shares of our common stock, on a fully-diluted basis (excluding the September Warrant and the March Warrant), as of such date, less the number of shares originally underlying the September Warrant and less any shares issued pursuant to the exercise of the March Warrant prior to such adjustment.  The warrants were issued in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

In February, 2011, we issued a five-year warrant to purchase 460,821 (post-split) shares of our common stock to a service provider for services rendered and to be rendered.  The warrant is exercisable at $0.01 (post-split) per share, and contains a cashless exercise feature.  The warrant was issued in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

On February 24, 2011, as bonuses for services rendered, we issued 440,677 (post-split) shares of our common stock to our CEO, Parker Booth, 382,944 (post-split) shares of our common stock to Mike Rosenthal, a director of our company, and 382,944 (post-split) shares of our common stock to our Director of Global Supply Chain Development, Chris White.  The shares were issued in reliance on exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended.

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ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

On February 10, 2011, we filed a Certificate of Change with the State of Nevada effecting a 1-for-20 reverse split pursuant to which (a) every twenty shares of our common stock were combined and converted into one share of our common stock (with all fractional shares resulting therefrom being rounded up to the next whole share), and (b) the total number of shares of our authorized common stock was reduced from 2 billion shares to 100 million shares.  Our authorized shares of preferred stock were unaffected by the change.  The effective date of the reverse split was February 14, 2011.  A copy of the Certificate of Change is attached hereto as Exhibit 3.1.

ITEM 8.01.  OTHER EVENTS

During April 2010, we were served with a lawsuit by Full Circle Sales, Inc. seeking approximately $257,000 in amounts past due plus attorney fees and interest.  The suit was filed in the United States District Count for the Northern District of California, case number CV10-01615.  Full Circle Sales, Inc. is a produce supplier of our company.  The case was dismissed with prejudice on February 7, 2011.

In December, 2010, we were sued by Reliable Produce Sourcing, LLC in the United States District Court, Northern District of California (Case No. 5:10-cv-05608-LHK), for failure to pay certain amounts invoiced to us.   In February, 2011, we entered into a settlement and mutual general release agreement with Reliable pursuant to which the suit was dismissed and the claims were settled in exchange for sums already paid to Reliable and our agreement to remit an additional $7,406.10 to Reliable on or before March 28, 2011.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

3.1	Certificate of Change filed with the Secretary of State of Nevada on February 10, 2011.
10.1	Purchase and Sale Agreement, executed November 1, 1010, by and between Organic Alliance, Inc. and Liquid Capital Exchange, Inc.
10.2	Loan Agreement, dated as of November 16, 2010, by and between Organic Alliance, Inc. and Theorem Capital, LLC.
10.3	Note, dated as of February 3, 2011 by and between Organic Alliance, Inc. and Thread Master GP LLC.
10.4	Common Stock Purchase Warrant, dated as of January 31, 2011, by Organic Alliance, Inc. for the benefit of Thread Master GP LLC.
10.5	Common Stock Purchase Warrant, dated as of January 31, 2011, by Organic Alliance, Inc. for the benefit of Thread Master GP LLC.
10.6	Purchase Agreement, dated as of February 24, 2011, by and between Organic Alliance, Inc. and Parker Booth.
10.7	Purchase Agreement, dated as of February 24, 2011, by and between Organic Alliance, Inc. and Michael Rosenthal.
10.8	Letter Agreement, dated as of March 11, 2011, by and between Organic Alliance, Inc. and Summit Trading Limited.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 14, 2011	Organic Alliance, Inc.
	By: /s/Parker Booth
	Parker Booth, Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Change filed with the Secretary of State of Nevada on February 10, 2011.
10.1	Purchase and Sale Agreement, executed November 1, 1010, by and between Organic Alliance, Inc. and Liquid Capital Exchange, Inc.
10.2	Loan Agreement, dated as of November 16, 2010, by and between Organic Alliance, Inc. and Theorem Capital, LLC.
10.3	Note, dated as of February 3, 2011 by and between Organic Alliance, Inc. and Thread Master GP LLC.
10.4	Common Stock Purchase Warrant, dated as of January 31, 2011, by Organic Alliance, Inc. for the benefit of Thread Master GP LLC.
10.5	Common Stock Purchase Warrant, dated as of January 31, 2011, by Organic Alliance, Inc. for the benefit of Thread Master GP LLC.
10.6	Purchase Agreement, dated as of February 24, 2011, by and between Organic Alliance, Inc. and Parker Booth.
10.7	Purchase Agreement, dated as of February 24, 2011, by and between Organic Alliance, Inc. and Michael Rosenthal.
10.8	Letter Agreement, dated as of March 11, 2011, by and between Organic Alliance, Inc. and Summit Trading Limited.

EX-3.1

Exhibit 3.1

Certificate of Change

ROSS MILLER  Secretary of State  STATE OF NEVADA OFFICE OF THE
SECRETARY OF STATE SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings

Certified Copy

February 10, 2011

Job Number:  C20110210-1027

Reference Number:

Expedite:

Through Date:

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

Document Number(s)	Description	Number of Pages
20110104270-18	Stock Split	1 Pages/1 Copies

Respectfully,

ROSS MILLER

Secretary of State

Certified By: Richard Sifuentes

Certificate Number: C20110210-1027

You may verify this certificate

online at http://www.nvsos.gov/

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

 090301

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov                                                                *090301*

Certificate of Change Pursuant to NRS 78.209   Filed in the office of Ross Miller Secretary of State State of Nevada Document Number 20110104270-18 Filing Date and Time 02/10/2011 10:00 AM Entity Number C25581-2001

USE BLACK INK ONLY - DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY
	Certificate of Change filed Pursuant to NRS 78.209 For Nevada Profit Corporations

1. Name of Corporation:

Organic Alliance, Inc.

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

2,000,000,000  shares of common stock, par value $.0001 per share.

10,000,000 shares of preferred stock, par value $.0001 per share.

4. The number of aughorized shares and the par value, if any, of each class or series, if any, of shares after the change:

100,000,000 shares of common stock, par value $.0001 per share.

10,000,000 shares of preferred stock, par value $.0001 per share.

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

The Corporation shall issue one (1) share of common stock for every twenty (20) shares of common stock issued and outstanding immediately prior to the effective date of the reverse split.

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Fractional shares for any record holder shall be rounded up to the next full share.

7. Effective date of filing: (optional)	February 14, 2011 (must not be later than 90 days after the certificate is filed)
8. Signature: (required)	President, CEO and Director Title

IMPORTANT:  Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State Stock Split Revised 3-6-09

EX-10.1

Exhibit 10.01

Liquid Capital FINANCING SUCCESS

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is executed by and between Liquid Capital Exchange, Inc., a corporation organized under the laws of the state of Delaware, having a mailing address at MacArthur Plaza 5525 N. MacArthur Blvd, Ste 625, Irving, TX 75038 (hereinafter referred to as "Factor") and Organic Alliance, Inc., a Nevada Corporation located at 401 Monterey Street, Suite 202 Salinas, CA 93901 (hereinafter referred to as "Seller"). All capitalized terms in this Agreement shall have the meanings given (hose terms in the as defined under the Uniform Commercial Code ("UCC") of Texas as in effect from time to time. Seller and Factor agree to the following terms and conditions:

1.     Purchase and Sale of Accounts. Pursuant to the terms of this Agreement, Seller agrees to sell, transfer, convey, assign and deliver to Factor, and Factor agrees to purchase and receive from Seller, all of Seller's right, title and interest in and to certain Accounts arising from the sale of Goods or the rendering of services by Seller in the ordinary course of Seller's business.

2.     Sale Procedure. Upon Seller's submission of any Account to Factor for purchase, Seller shall execute a Schedule of Accounts in a form provided by and acceptable to Factor for each such Account or group of Accounts that Seller offers for sale to sell to Factor. The Invoice Schedule must, among other things, identify and describe the Accounts being offered for purchase and the total face amount of such Accounts. Each Account offered for sale to Factor shall be evidenced by an identical duplicate written invoice or other such equivalent document(s) as Factor may require, together with supporting documentation, including, but not limited to, the purchase order or contract referencing the sale of goods and/or services and any modification(s) or amendment(s) thereto and any such other documentation that Factor may request. Factor may accept or reject any Account offered for sale in its sole discretion. Upon submission of any Account to Factor for purchase, Seller shall not seek or authorize any modification to the terms of the Account.

3.     Purchase Price and Payment.  Factor, in its sole discretion, may advance up to Eighty percent (80%) percent (hereinafter referred to as "Advance") of the face amount of the Accounts purchased, less the applicable discount fee. The purchase price of any Accounts shall be the amount actually received in payment of such Accounts, but for purposes of any Advance, the purchase price shall be equal to the face amount of the Accounts less any selling, payment or other discounts offered, in addition, Factor, in its sole discretion, may elect to maintain a reserve from each Advance (hereinafter referred to as "Reserve"). [As a general rule, Reserves on paid invoices are released upon the request of the Seller or when the Factor's next purchase of Accounts from Seller is funded, however Factor may increase or decrease the amount of such Reserve at any time and from time to time if it deems it necessary in order to protect its interests] The Reserve is designed to protect Factor against losses or potential losses that Factor may reasonably anticipate might arise in the future due to contingencies, disputes, potential breach of warranties, or other potential non-payments, reductions or losses from the purchase of the Accounts.  Payments received will be credited to specific Invoices when credit is given by Factor's bank, not to exceed three banking days. The applicable discount fee is calculated based on the discount rate set forth in the Discount Rate Schedule (attached as an addendum hereto and incorporated herein by reference). Factor may condition future purchases on Seller's agreeing to modification(s) of the Discount Rate Schedule. IT IS THE INTENTION OF THE PARTIES HERETO THAT AS TO ALL ACCOUNTS THAT FACTOR ELECTS TO PURCHASE SHALL CONSTITUTE A TRUE PURCHASE AND SALE OF ACCOUNT(S) UNDER § 9-318 OF THE UCC AND AS SUCH, THE SELLER SHALL HAVE NO LEGAL OR EQUITABLE INTEREST IN THE ACCOUNTS SOLD.

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4.      Maximum AmountIt is further understood and agreed that the maximum face amount of purchased accounts sold to Factor and outstanding at any time shall not exceed the amount set forth on the Discount Rate Schedule (attached as an addendum hereto and incorporated herein by reference), in which event, Factor shall have no obligation to purchase additional accounts.

5.      Notice of AssignmentUpon Seller's execution of this Agreement, Factor shall be entitled to notify each customer (hereinafter referred to as "Account Debtor") of the sale and/or assignment of the Accounts in a manner and method as Factor, in its sole discretion, may elect, which may include Seller's written acknowledgement.   Seller agrees that each document evidencing Accounts (i.e., invoice) shall bear the following language, conspicuously placed, which language may be modified or amended at Factor's request:

This invoice has been assigned, sold and is payable only to Liquid Capital Exchange, Inc. P.O. Box 17000, Greenville, South Carolina 29606. In the event of any dispute as to quantity, quality or otherwise, notification must be given to Liquid Capital Exchange, Inc., in writing, within five (5) days of receipt of goods or rendition of services.

Seller agrees to use its best efforts to assist Factor in procuring the Account Debtor's acknowledgment and acceptance of such notice of assignment and redirection of payment if requested to do so by Factor. Factor's inability, for whatever reason, to receive Account Debtor's acknowledgment and acceptance may result in the rejection of the Accounts submitted for purchase or revocation of a conditional approval to purchase Accounts without any obligation or liability on the part of Factor.

6.      Security.In addition to those Accounts Factor purchases, in order to secure the payment of all indebtedness and obligations of Seller to Factor, whether presently existing or hereafter arising, Seller hereby grants to Factor a security interest in and lien upon all of Seller's right, title and interest in and to the following, whether now existing or hereafter arising or acquired and wherever located: (a) Accounts, (b) Chattel Paper, (c) Commercial Tort Claims, (d) Deposit Accounts, (e) Documents, (f) Equipment, (g) General Intangibles, (h) Goods, (i) Instruments, (j) Inventory, (k) Investment Property, (1) Supporting Obligations, (m) Letter of Credit Rights, (n) Payment Intangibles, (o) any and all Reserves and all payments (if any) due or to become due to Seller from the Reserves as well as all monies on deposit, holdbacks and credits, (p) all books and records pertaining to all of the foregoing, including but not limited to computer programs, data and lists, and (q) and all Proceeds of the foregoing (collectively the "Collateral").  Seller agrees to comply with all appropriate laws in order to perfect Factor's security interest in and to the Collateral. The security interest and lien granted in this paragraph shall remain in full force and effect until all me Accounts purchased hereunder are paid in full, all obligations owed to Factor are satisfied, Factor has received a Release, in the form annexed hereto, and Factor has filed a UCC termination statement   Seller authorizes Factor, its counsel or representative to file financing statements and amendments describing the Collateral in such jurisdictions as Factor shall deem necessary to perfect its rights in those Accounts purchased as well as to perfect the security interests granted hereunder. Seller shall take such actions as may be necessary to ensure that Factor shall gain control (as defined in the UCC) with respect to Collateral consisting of Deposit Accounts, Documents, Investment Property and financial assets, Instruments, Chattel Paper, Letters of Credit and Letters of Credit rights and Electronic Chattel Paper. Seller agrees to execute any security agreements, assignments, endorsements, affidavits, reports, notices, schedules of accounts, letters of authority and all other documents that Factor may request, in form and substance satisfactory to Factor, to perfect and maintain perfection of Factor's security interests in the Collateral and in order to fully consummate or give effect to all of the transactions contemplated under this Agreement. Seller hereby agrees that until all Accounts have been paid in full to Factor, Seller shall not permit any security interests or liens on any of the Collateral, except those in favor of Factor, nor will Seller sell or transfer any of the Collateral to any third party, except inventory in the ordinary course of business.

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7. Seller's Representations. As an inducement for Factor to purchase Accounts from Seller, Seller, and each of its principals as identified on Factor's list of authorized signatories, hereby makes the following representations, warranties and covenants to Factor. The following representations, warranties and covenants shall be, as may be applicable, deemed made upon the execution of this Agreement, in each instance in which Seller submits an Account to Factor for purchase and for long as there are any obligations outstanding under this Agreement from Seller to Factor.

(a)           If Seller is a registered entity, it is duly organized and existing under the laws of Nevada, is duly qualified, and as may be required, properly licensed, is in good standing in such state and every other state in which it is doing business, the execution, delivery and performance of this Agreement are within its corporate powers and have been duly authorized as evidenced by the Corporate Resolution attached hereto, and are not in contravention of any law or the powers of its charter, bylaws, articles of incorporation, operating agreement, partnership agreement, or other incorporation papers, or of any indenture, agreement or undertaking to which Seller is a party or by which it is bound. Seller's true and correct legal name is as set forth on the signature line below and Seller will notify Factor in writing no less than 30 days prior to any change of name, dba, place of business, state of incorporation or corporate status or organizational identification number.

(b)           If Seller is operating under a trade or assumed name, said name has been filed with the proper authorities and each name has been provided, in writing, to Factor.

(c)           Seller has and will maintain good, clear and undisputed exclusive title to the Accounts offered for sale to Factor hereunder, and such sale will vest absolute ownership to such Accounts in Factor, free and clear of any lien, encumbrances, claims or security interest of any kind or nature including but not limited to Federal and/or State tax liens.

(d)           Each Account sold and assigned to Factor shall be an Account based upon a bona fide sale and the delivery and acceptance of Goods or performance of services by Seller to an Account Debtor and shall be an unconditional, valid and enforceable obligation of the Account Debtor, with no claim,  offset,  allowance, discount, deduction,   dispute, contingency or counterclaim, which could reduce the amount of such Account, affect me validity thereof, or hinder Factor's ability to collect or receive payment of the full face amount of said Account.

(e)           All information furnished by Seller to Factor, including, but not limited to, past histories of the payment of Account Debtors, and any and all information given to Factor in connection with me Accounts, is true, complete and accurate, and contains no material omissions, misstatements or misrepresentations.

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(f)           Seller is the sole and absolute owner of the Collateral and any other property in which Factor is given a security interest; has good right and authority to grant a security interest to Factor in such Collateral or other property; there is no presently outstanding lien, security interest or encumbrance in or on the Collateral or proceeds and there is no financing statement covering the Collateral or proceeds on file in any public office except as may show on the exhibit 6(f) attached hereto. There are no judgments outstanding against Seller and there are no actions, charges, suits, proceedings or investigations pending or threatened against Seller or any of its property and none of Seller's inventory has been produced in violation of the Fair Labor Standards Act or imported in violation of any United States Custom treaty.

(g)           All financial records (including, but not limited to, balance sheets, income statements, federal income tax returns, and Accounts agings, listing or reports) which may have been or may hereafter be furnished to Factor by Seller shall fairly and accurately represent the financial conditions and operating results of Seller as of the dates or for the periods stated thereon.   Such financial records shall be accurate and correct in all material respects and complete insofar as necessary to give Factor a true and accurate knowledge of the subject matter.

(h) Seller shall reflect on its books the absolute sale of the Purchased Accounts to Factor. Seller shall furnish Factor, upon request, such information and statements, as Factor shall request from time to time regarding Seller's business affairs, financial condition and results of its operations. Without limiting the generality of the foregoing, Seller shall provide Factor, on or prior to the 30th day of each month, unaudited financial statements with respect to me prior month and, within ninety (90) days after the end of each of Seller's fiscal years, annual financial statements and such certificates relating to the foregoing as Factor may request including, without limitation, a monthly certificate from the president and chief financial officer of Seller stating whether any Events of Default have occurred and stating in detail the nature of the Events of Default, Seller will furnish to Factor upon request a current listing of all open and unpaid accounts payable and Accounts, and such other items of information that Factor may deem necessary or appropriate from time to time.

(i) If Seller should change the location of the principal office or the offices where the books and records of Seller are kept, Seller shall notify Factor immediately in writing of such change.

(j) The Accounts are due and payable on the selling terms noted on the face of each invoice, none of the Accounts represents a pack, bill and hold sale, or a consignment, guaranteed sale, cash on delivery sale or sale to an affiliate of Seller or to any entity to whom Seller has a financial or performance obligation of any kind.

(k) Seller assigns and transfers to Factor, effective upon an Event of Default hereunder, a nonexclusive right and license to use any trade names, marks, and styles used or owned by Seller together with any goodwill associated therewith, to the extent necessary to enable Factor to realize on the assets of Seller in which Factor has been granted a security interest. Such right and license is granted free of charge with no monetary payment requirement to Seller or any third party.

(l)       Each Account Debtor's business is solvent to the best of Seller's knowledge.

(m) Seller has paid and will pay all taxes and governmental charges imposed with respect to sale of Goods and furnish to Factor upon request satisfactory proof of payment and compliance with all federal, state and local tax requirements.

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(n) Seller will promptly notify Factor of (i) the filing of any lawsuit against Seller involving amounts greater than Ten Thousand Dollars, and (ii) any attachment or any other legal process levied against Seller.

(o) In no event shall the funds paid to Seller hereunder be used directly or indirectly for personal, family, household or agricultural purposes.

(p) Any invoice or written communication that is issued by Seller to Factor by facsimile transmission is a duplicate of the original.

(q) Any electronic communication of data, whether by e-mail, tape, disk, or otherwise, Seller remits or causes to be remitted to Factor shall be authentic and genuine.

(r) Seller's principal(s) acknowledge that the duty to accurately complete each Schedule of Accounts is critical to this Agreement and as such all obligations with respect thereto are non-delegable. Each of Seller's principals) acknowledge that he/she shall remain fully responsible for the accuracy of each Schedule of Accounts delivered to Factor regardless of who is delegated the responsibility to prepare and/or complete such Schedule of Accounts.

(s) Seller agrees to execute any and all forms (i.e. Forms 8821 and/or 2848) that Factor may require in order to enable Factor to obtain and receive tax information issued by the Department of the Treasury, Internal Revenue Service, or receive refund checks.

8.     Recourse To Seller.  In the event that:

(a)           an Account purchased by Factor is not paid in full by the Account Debtor for any reason (or for no reason), on or before the date when due in accordance with its terms,

(b)           an Account Debtor objects to the quality of property sold or services performed by Seller, or rejects, revokes acceptance or fails or refuses to accept or receive any property or services represented by any Account purchased by Factor,

(c)           an Account Debtor suspends business, requests a general extension of time within which to pay debts or makes an assignment for the benefit of creditors, or if a petition in bankruptcy for liquidation or reorganization under the Bankruptcy Code, or a similar petition under state law, is filed by or with respect to an Account Debtor, a creditor's committee is appointed with respect to an Account Debtor, or if an event occurs amounting to a general business failure of an Account Debtor, or

(d)           Factor in its sole and absolute discretion determines that any Account is or has become uncollectible (a "Worthless Account"), then, Factor may require the Seller to promptly repurchase such Account from Factor by either (i) making payment to Factor of the amount represented by Factor to be owing on such Account or (ii) by providing Factor with another Account acceptable to Factor in its sole discretion with a face value equal to or exceeding the face value of the unpaid Account (the "Replacement Account") in substitution therefor or (iii) by Factor charging Seller's Reserve.   The method of repayment or replacement shall be determined by Factor in its sole discretion. The provisions of this Section are cumulative to and may be exercised concurrently with any other rights, powers or remedies of Factor.

9.     Power of Attorney.In order to carry out the intention of the parties hereto, Seller hereby irrevocably appoints Factor, or any person designed by Factor, as its agent and attorney-in-fact, which agency shall be deemed to be coupled with an interest and which

appointment shall be irrevocable until all obligations Seller owes Factor are fully satisfied. Factor's express authority under this appointment shall include the rights to (i) sign and endorse on behalf of Seller all checks, drafts and other forms of payment received by Factor, waiving any notice of presentment and dishonor, whether or not said checks represent payment on purchased Accounts, (ii) receive, open and dispose of Seller's mail received at Factor's address, (iii) change the Seller's address in order to re-route the delivery of all mail to Factor, (iv) strike out Seller's address on any billing or statement sent to an Account Debtor and substitute Factor's address, (v) in Seller's name demand, sue for, collect and give releases for any and all monies due on or to become due on purchased Accounts, (vi) compromise, prosecute, or defend any and all things necessary and proper to carry out this Agreement, specifically including, but not limited to, executing any documents necessary to perfect or continue the perfection of the security interest granted herein.

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10.        Payments Received by Seller. Should Seller receive payment of all or any portion of an Account sold pursuant to mis Agreement, Seller shall immediately notify Factor of the receipt of the payment, hold said payment in trust for Factor separate and apart from Seller's own property and funds, and shall deliver said payment to Factor without delay in the identical form in which received.   Should Seller receive a check or other instrument of payment representing payment of amounts due to both Factor and Seller, Seller shall surrender said check or payment instrument to Factor. Should Seller receive a check or other instrument of payment representing payment of amounts due Factor and fail to surrender to Factor said check or payment instrument within two (2) business days, Seller shall be deemed to have committed a material default in this Agreement. In addition to all other damages to which Factor shall be entitled, Factor shall be entitled, in the event Seller violates its obligations under this paragraph, to charge Seller a misdirected payment fee equal to ten (10%) percent of the amount of the payment instrument or One Thousand Dollars, whichever is greater, to compensate Factor for the additional administrative expenses that are likely to be incurred as a result of a breach. In the event any merchandise, the sale of which gave rise to an Account purchased by Factor, is returned to or repossessed by Seller, such merchandise shall be held by Seller in trust for Factor, separate and apart from Seller's own property and subject to Factor's sole direction and control.

11.       Default. The term "Event of Default" as used in this Agreement shall mean the occurrence of any of the following events:

(a)           The failure of Seller to punctually and properly observe, keep or perform any covenant, agreement or condition herein required to be observed, kept or performed; or required under any other agreement or contract that may be executed between Seller and Factor.

(b)           A representation or warranty made by Seller in this Agreement shall prove to be untrue or incorrect or any financial statement or other statement purporting to represent the financial condition of Seller proves to be false or incorrect.

(c)           The failure of Seller to, within two (2) business days, deliver to Factor a remittance received by Seller in payment of a purchased Account

(d)           The failure of Seller to pay any indebtedness owed by Seller to Factor whether or not said indebtedness arises hereunder or under some other agreement or contract by and between Seller and Factor.

(e)           The appointment of a receiver or trustee for Seller or the suspension or cessation of Seller's business or operations.

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(f)           Seller becomes insolvent, is unable to pay its debts as they mature or makes an assignment for the benefit of creditors.

(g)           Seller is adjudicated a debtor in bankruptcy or requests, either by way of petition or answer, that Seller be adjudicated a bankrupt or that Seller be allowed or granted any composition, reassignment, extension, reorganization or other relief under any bankruptcy law or any other law for the relief of debtors now or hereafter existing.

(h) An involuntary petition in bankruptcy is filed by or against Seller or any guarantor.

(i) A levy(s) or notice(s) of attachment, execution(s), tax lien(s) or assessments) or similar process is issued against Seller or the Collateral.

(j)       The dissolution of Seller.

(k)      The death or incompetency of any guarantor of Seller's obligation.

(l)       Factor has reasonable grounds to deem itself insecure.

(m) If there is a change in the ownership of Seller or Seller sells, leases transfers or otherwise disposes of all or substantially all of Seller's assets or consolidates with or merges into any other entity.

12. Remedies Upon Default. Factor shall have the rights and remedies provided in this Agreement and (without limiting the other rights and remedies exercisable by Factor either prior or subsequent to an Event of Default) as available to a Secured Party under the UCC in effect in any applicable jurisdiction in accordance with general law. Upon the occurrence of an Event of Default, Factor may resort to any one or more of the following remedies. The exercise or election of any particular remedy shall not prevent the concurrent or subsequent exercise or election of any other available remedy:

(a)           Declare any indebtedness secured hereby immediately due and payable.

(b)           Exercise its rights as a Secured Party and enforce the security interest granted hereunder pursuant to applicable law, including, but not limited to, Factor's right to establish contact with and instruct any and all of Seller's customers to remit payment(s) due or to become due on Accounts directly to Factor at Factor's address, whether or not said payments relate to Accounts purchased by Factor hereunder. Furthermore, Factor shall have the right to establish contact with and instruct any other party from whom Seller may be entitled to receive monies now due or to become due in the future to remit said monies to Factor at Factor's address. In the event Factor deems it necessary to seek equitable relief, including, but not limited to, injunctive or receivership remedies, Seller waives any requirement that Factor post or otherwise obtain or procure any bond.  Seller also waives any right to attorney's fees or costs in the event any equitable relief awarded is subsequently, vacated, dissolved or reversed for whatever reason(s).

(c)           Immediately terminate this Agreement as to future transactions, without affecting the rights and obligations of the parties occurring with respect to prior transactions.

(d)           Enter the premises of Seller and take possession of the Collateral and of records pertaining to the Accounts and the Collateral.

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(e)           Grant extensions, compromise claims and settle Accounts for less than face value, all without prior notice to or authority of Seller, except as granted herein.

(f)           Exercise all other rights conferred by law or equity or under this Agreement and exercise any remedy existing at law or in equity for the collection of any indebtedness secured hereby and for the enforcement of the covenants and agreements contained in this Agreement. Factor shall be entitled to any form of equitable relief that may be appropriate without having to establish any inadequate remedy at law or other grounds other than to establish that its Collateral is subject to being improperly used, moved, dissipated or withheld from Factor. Factor shall be entitled to freeze, debit and/or effect a set-off against any fund or account Seller may maintain with any Bank. In the event Factor deems it necessary to seek equitable relief, including, but not limited to, injunctive or receivership remedies, as a result of and Event of Default, Seller waives any requirement that Factor post or otherwise obtain or procure any bond. Alternatively, in the event Factor, in its sole and exclusive discretion, desires to procure and post a bond, Factor may procure and file with the court a bond in an amount up to and not greater than ten thousand dollars (10,000.00) notwithstanding any common or statutory law requirement to the contrary. Upon Factor's posting of such bond it shall be entitled to all benefits as if such bond was posted in compliance with state law. Seller also waives any right it may be entitled to, including an award of attorney's fees or costs, in the event any equitable relief sought by and awarded to Factor is thereafter, for whatever reason(s), vacated, dissolved or reversed. All post-judgment interest shall bear interest at either the contract rate, 18% per annum or such higher rate as may be allowed by law.

13.       Financial Statements. Seller agrees to keep proper books of record which books shall at all times be open to inspection by Factor, in addition, Seller shall furnish Factor upon request any prior or current income statement, balance sheet, tax return and report, along with any other supplementary financial information requested. Factor shall have the right, at all times during normal business hours, without prior written notice, to examine and make extracts from all books and records of Seller.

14.       Reimbursable Expenses. In the course of investigating, approving, purchasing and collecting Accounts  purchased under this Agreement,  Factor may incur routine and/or extraordinary expenses, including, but not limited to long distance telephone, postage, wire transfers, overnight mail delivery, courier delivery, check certification, UCC search and filing fees, other lien search fees, facsimile transmissions, auditing and legal fees, all of which shall be reimbursed to Factor by Seller upon demand or deducted from the proceeds payable on a purchased Account or from the Reserve.

15.       Account Debtor Claims. Seller shall notify Factor of the assertion of any claim, including any defenses, dispute or offset by an Account Debtor with respect to an Account purchased by and assigned to Factor or the merchandise or service relating thereto within three (3) days after receiving such information. Seller may settle all such claims with Factor's approval and at Seller's expense. Factor may, in its sole discretion, opt to settle any Account Debtor claim directly with the Account Debtor involved, at the Seller's expense, upon such terms as Factor may deem advisable at which time Seller shall cease any communications with the respective Account Debtor.  In the event Factor exercises its right to settle and compromise Account Debtor claims, Seller hereby specifically agrees to the terms, conditions and provisions of any and all settlements, compromises and other agreements, oral or written, entered into by Factor and Factor shall be deemed authorized to execute all releases, settlements or compromise agreements, and receive, for and in Seller's name, all money and property that Factor may receive in settlement, release or compromise of Account Debtor claims.  The foregoing is discretionary upon the part of Factor and Seller shall have no right to demand or require Factor's exercise of the aforesaid rights. Factor's failure to agree shall not otherwise adversely affect any rights) of Factor or Seller's waiver(s) herein. In the event of any claim against an Account by the Account Debtor or a breach by Seller of any representation hereunder as to an Account purchased by and assigned to Factor, Seller shall pay the unpaid balance of said Account in accordance with the provision of paragraph 7 above.

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16.       Attorney's Fees. Seller agrees to pay all reasonable attorney's fees, court costs and expenses incurred by Factor or its counsel in the event that Factor retains counsel for the purpose of enforcing any rights arising out of the relationship between Seller and Factor or under this Agreement.  Seller also acknowledges that Factor may charge and/or setoff against Seller's Reserve all such fees and costs as they are incurred. Notwithstanding the existence of any law, statute, rule, or procedure in any jurisdiction which may provide Seller with a right to attorney's fees or costs, Seller hereby waives any and all rights to hereafter seek attorney's fees or costs there under and Seller agrees that Factor exclusively shall be entitled to indemnification and recovery of any and all attorney's fees or costs in respect to any litigation based hereon, arising out of, or related hereto, whether under, or in connection with, this and/or any agreement executed in conjunction herewith, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either party.

17.       Notice.  Except for routine day to day business communications, any notice or communication required hereunder shall be in writing and given by personal delivery or delivery service or sent by regular, registered, or certified mail, postage prepaid to the addressee at the address shown below or at the most current address that the party has from time to time designated in writing.

18.       Term. This Agreement shall be effective from the date hereof and shall continue in full force and effect for a period of one (1) year and shall be deemed renewed from year to year thereafter unless terminated by Seller by delivery of written notice of termination, by registered or certified mail, not less than ninety (90) days prior to the last date of me then current term. Factor or Seller shall be entitled to terminate this Agreement at any time by giving thirty (30) days prior written notice. In addition, Factor shall have the right for any reason or no reason to terminate mis Agreement at any time without prior written or oral notice upon the occurrence of an Event of Default. Upon the effective date of termination, all of Seller's obligations, whether incurred under this Agreement or any amendment or supplement thereto or otherwise, shall become immediately due and payable without notice or demand.   Notwithstanding any termination, until all of Seller's obligations of every nature whatsoever shall have been fully paid and satisfied, Factor shall retain Factor's security interest in and title to all existing and future Accounts and other Collateral held by Factor hereunder. Until final termination following the notice thereof, Seller shall continue to offer all Accounts to Factor and Factor shall be under no obligation to make any further Advances or purchase any Account. Any termination of this Agreement shall not serve to release any security interest granted herein until all Accounts purchased hereunder and all indebtedness of Seller to Factor has been paid in full nor shall such termination affect any of the obligations incurred by the parties hereto.

19.       Indemnification. Seller shall indemnify, defend and save Factor harmless from and against any and all liability, claims, suits, demands, damages, judgments, costs, interest and expenses (including, but not limited to attorney's fees and costs) to which Factor may be subject including any loss arising out of the assertion of any Claim that is made by a party-in-interest in a bankruptcy proceeding that any payment received by Factor from or for the account of an Account Debtor is avoidable under the Bankruptcy Code or any other debtor relief statute or suffer by reason of any liability or claim arising or resulting from Seller's acts or omission to do any act. This paragraph 19 shall survive termination of this Agreement.

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20.       Binding on Future Parties.The terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and assigns.   Seller may not assign mis Agreement or any of Seller's rights hereunder to any person without Factor's prior written consent and this Agreement shall be deemed to be one of financial accommodation and not assumable by any debtor, trustee or debtor-in-possession in any bankruptcy proceeding without Factor's express written consent and may be suspended in the event a petition in bankruptcy is filed by or against Seller.

21.       No Waiver.No failure or delay by Factor in exercising any of Factor's powers or rights hereunder, or under any present or future supplement hereto or under any other agreement between Factor and Seller shall operate as a waiver thereof; nor shall any single or partial exercise of any such power or right preclude other or further exercise thereof or the exercise of any other right or power. Factor's rights, remedies and benefits hereunder are cumulative and not exclusive of any rights, remedies or benefits which Factor may have. No waiver by Factor of any provision hereunder shall be deemed to extend to any other provision hereunder.

22.       Severability.Each and every provision, condition, covenant and representation contained in this Agreement is and shall be construed to be a separate and independent covenant and agreement. In the event any term or provision of this Agreement shall to any extent be declared illegal, contrary to law, invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and this Agreement shall continue in full force and effect as though such term or provision had not been incorporated herein.

23. Miscellaneous.

(a)           This Agreement is deemed made and shall be governed, interpreted and construed in accordance with the laws of the State of Texas.

(b)           Factor's books and records shall be admissible in evidence without objection as conclusive evidence of the status of the obligations between Factor and Seller. Each statement, report, or accounting rendered or issued by Factor to Seller shall be deemed conclusively accurate and binding on Seller unless within thirty (30) days after the date of issuance Seller notifies Factor to the contrary by registered or certified mail, setting forth with specificity each reason why Seller believes such statement, report, or accounting or any portion thereof is inaccurate, what Seller believes to be correct amounts) therefor, and supplies detailed, written support for Sellers objection(s).  Seller's failure to receive any monthly statement shall not relieve it of the responsibility to request such statement and Seller's failure to do so shall nonetheless bind Seller to whatever Factor's records would have reported.

(c)           Any legal proceeding with respect to any controversy arising under, out of, or relating to, this Agreement, any amendment or supplement thereto or to any transactions in connection therewith whether asserted by way of claim, counterclaim, cross claim or otherwise shall be brought and litigated only in the State of Texas, Dallas County or in any county in which Factor has a business location, the selection of which shall be in the exclusive discretion of Factor.   Seller hereby waives and agrees not to assert, by way of motion, as a defense or otherwise, that any such proceeding, is brought in any inconvenient forum or that the venue thereof is improper.

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(d)           Seller expressly authorizes Factor to access the systems of and/or communicate with any shipping or trucking company in order to obtain or verify tracking, shipment or delivery status of any merchandise regarding an Account.

(e)           Seller acknowledges mat there is no, and it will not seek or attempt to establish any, fiduciary relationship between Factor and Seller, and Seller waives any right to assert, now or in the future, the existence or creation of any fiduciary or joint venture relationship between Factor and Seller in any action or proceeding (whether by way of claim, counterclaim, cross claim or otherwise) for damages.

(f)           This Agreement is a complete and final agreement, reflects Seller's and Factor's mutual understanding, supersedes any prior agreement or understanding between the parties, and may not be modified or amended orally. But for the promises and representations expressly contained in this Agreement, no other promise or representation of any kind has been made to induce either party to execute mis Agreement. Furthermore, Seller and Factor acknowledge that if any such promise or representation has been made, neither has relied, nor shall either be entitled to rely, upon any such promise or representation in deciding to enter into this Agreement.

(g)           In the event Seller's principals, officers or directors form a new entity, whether corporate, partnership, limited liability company or otherwise, similar to that of Seller during the term of this Agreement or merge into any other entity (regardless of whether Seller is the surviving entity), such entity shall be deemed to have expressly assumed the obligations due Factor by Seller under this Agreement. Upon the formation of any such entity, Factor shall be deemed to have been granted an irrevocable power of attorney with authority to execute, on behalf of the newly formed successor business, a UCC financing statement or amendment and have it filed with the appropriate secretary of state or UCC filing office.  Factor shall be held-harmless and be relieved of any liability by Seller or such new entity as a result of Factor's filing any UCC financing statement or the resulting perfection of a lien in any of the successor entity's assets. In addition, Factor shall have the right to notify the successor entity's account debtors of Factor's lien rights, its right to collect all Accounts, and to notify any new lender who has perfected a lien in such successor entity's assets.

(h) Seller acknowledges that Factor may obtain financing from a bank or other financial institution and in connection herewith: (a) consents to Factor's granting such financial institution a security interest in all of it's rights under Agreement, the documents executed in connection therewith and all collateral thereunder: and (b) agrees that Such financial institution shall be a beneficiary of all its representations, warranties and covenants in this Agreement and may exercise any power of attorney given by Seller to Factor under this Agreement or otherwise.

(i) Seller and Factor hereby irrevocably waive any right either may have to a trial by jury in respect of any litigation directly or indirectly at any time arising out of, under or in connection with this Agreement or any transaction contemplated hereby or associated herewith. Seller irrevocably waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any such litigation any special, exemplary, punitive or consequential damages, or damages other than, or in addition to, actual damages. Seller certifies that no party hereto nor any representative or agent or counsel for any party hereto has represented, expressly or otherwise, or implied that such party would not, in the event of litigation, seek to enforce the foregoing waivers. Seller acknowledges that Factor has been induced to enter into this Agreement and the transactions contemplated hereby, in part, as a result of the mutual waivers and certifications contained in this paragraph.

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24.       Paragraph Headings.The paragraph headings contained in this Agreement are for convenience only and shall in no way enlarge or limit the scope of meaning of the paragraphs hereof.

25.      Counterparts.This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument.   Signatures may be affixed manually or digitally and delivery of an executed counterpart of the signature pages to this Agreement by facsimile or by electronic means shall be effective as delivery of a manually executed counterpart of this Agreement, and any party delivering such an executed counterpart of this Agreement or facsimile or electronic means to any other party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability or binding effect of this Agreement.

SELLER

This counterpart constitutes an original counterpart for purposes of perfection of a security interest.

STATE OF CA                                                 COUNTY OF ___________________________

The foregoing  instrument   was    acknowledged    before   me  this ____ day of ____________________, by  ____________________ of

___________________ , on behalf of the Corporation. He is personally known to me or who provided___________________________ as identification.

SEE ATTACHED

NOTARY CERTIFICATE

___________________________

Notary Public

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Liquid Capital FINANCING SUCCESS

Discount Rate Schedule

Schedule 1

a.	Initial Rate	3%
b.	Initial Rate Period	30 Days
c.	Further Rate	1 /10 of 1 %
d.	Further Rate Period	Day(s)
c.	Maximum Amount	1.800,000 Dollars
f.	Minimum Charge Per Invoice
g.	Per Invoice Fee

Temporarily, until a cash reserve to cover payments to growers

accumulates, the advance rate will be up to 90% of the face value

of invoices.

EX-10.2

Exhibit 10.02

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”), is executed as of November 16, 2010, by and between ORGANIC ALLIANCE, INC., a Nevada corporation (the “Company”), and THEOREM CAPITAL, LLC, a California limited liability company (the “Lender”).

WHEREAS, the Company currently still owes (i) Parker Booth $228,794.10 under a Promissory Note issued by the Company on August 13, 2010, and (ii) Michael J. Rosenthal $55,902.28 under a Promissory Note issued by the Company on August 13, 2010 (the foregoing two Promissory Notes are herein referred to as the “Promissory Notes”); and

WHEREAS, following the loan transaction contemplated by this Agreement, the Company intends to effect a reorganization (the “Reorganization”) in which it will amend its Articles of Incorporation to increase the number of shares of common stock the Company is authorized to issue to two billion shares; and

WHEREAS, following the Reorganization, the Company intends to effect a reverse stock split (currently anticipated to be a 1-for-20 reverse stock split) (the “Reverse Split”); and

WHEREAS, the Company desires to obtain a $500,000 loan in order repay approximately $372,000 of outstanding accounts payable to certain of the Company’s suppliers, and to fund its short-term working capital requirements; and

WHEREAS, the Lender is willing to provide such financing on terms and conditions as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Lender, intending to be legally bound, agree as follows:

1.           Definitions

1.1           Defined terms.  Certain capitalized terms used in this Agreement shall have the specific meanings defined below:

“Business Day” shall mean a day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required by the laws of the State of California to close.

“Commission” means the Securities and Exchange Commission.

“Common Stock” shall mean the common stock of the Company.

“Default Rate” shall mean the lower of (a) the highest rate permitted by law, or (b) 21.00% per annum.

“Escrow Agreement” shall mean that certain Agreement, dated as of the Loan Closing Date, between the Lender, the Company and Ottone Leach Olsen & Ray LLP, as escrow holder, the form of which is attached hereto as Exhibit C.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Five-Year Warrant” shall mean the common stock purchase warrant, substantially in the form attached hereto as Exhibit D-2, issued by the Company to the Lender on the Loan Closing Date in accordance with Section 7.1 below.

“Interest Rate” shall mean the lower of (a) the highest rate permitted by law, or (b) 15.00% per annum.

“Liquid Agreement” shall mean the agreement between the Company and its lender, Liquid Capital Exchange, Inc.

“Loan Closing Date” has the meaning set forth in Section 2.6.

“Second Amendments” shall mean the Second Amendment To The Settlement Agreement to be entered into by the Company and all of the parties to the Settlement Agreements as a condition to the release of funds under the Escrow Agreement.

 “Securities Act” shall mean the Securities Act of 1933, as amended.

“Settlement Agreements” shall mean the Settlement Agreements entered into in September 2010 by the Company and the following thirteen suppliers, brokers and vendors: Steve Almquist Sales and Beverages, Dan Andrew Farms, Inc., Fresh Network, Full Circle Sales, Inc., Giumarra Agricom International, LLC, Growers Express, LLC, Mesa Packing, Peri & Sons Farms, Inc., Potandon Produce, LLC., Quebec Distributing Co., Inc., Steinbeck Country Produce, Inc., Strebin Farms – LA. Inc and Tri-Fresh LLC.

“Three-Year Warrant” shall mean the common stock purchase warrant, substantially in the form attached hereto as Exhibit D-1, issued by the Company to the Lender issued by the Company to the Lender on the Loan Closing Date in accordance with Section 7.1 below.

“Warrants” shall collectively mean the Three-Year Warrant and the Five-Year Warrant.

2.           The Loan

2.1           Loan.  According to the terms and subject to the conditions of this Agreement, the Lender shall make a loan to the Company on the Loan Closing Date in the amount of $500,000 (the “Loan”).  The Loan shall be evidenced by a promissory note in the form attached hereto as Exhibit A (“Note”), duly executed on behalf of the Company and dated as of the Loan Closing Date.

2.2           Interest.  The Loan shall bear interest (“Interest”) from the date of payment by the Lender until the Maturity Date (as defined below) at the Interest Rate.  Interest shall accrue for the first 180 days following the Loan Closing Date.  Thereafter, Interest shall be payable by the Company on a monthly basis in arrears on the first Business Day of the month.

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2.3           Prepayment of the Loan.  The Company may from time to time prepay all or any portion of the Loan without premium or penalty of any type.  Once any portion of the Loan has been repaid, the funds may not be re-borrowed.

2.4           Maturity Date.  Unless the Loan is earlier accelerated pursuant to the terms hereof, the Loan and all accrued Interest thereon shall be due and payable in full 18 months from the Loan Closing Date (the “Maturity Date”).

2.5           Principal and Interest Payments.  No payments shall be due and payable under the Loan during the first 180 days following the Loan Closing Date.  After the 180th day following the Loan Closing Date, the Company shall make twelve (12) monthly payments of principal and interest on a monthly basis, payable in arrears, in accordance with the payment schedule attached hereto as Exhibit B.

2.6           Closing.  The closing of the Loan hereunder (the “Closing”) shall take place at 10:00 A.M. local time on the first (1st) Business Day following the date that this Agreement is executed and delivered, or such other date as the parties may mutually determine (the “Loan Closing Date”).

3.           Conditions Precedent to the Loan; Funding

3.1           Conditions on the Loan Closing Date.  The obligation of the Lender to make the Loan pursuant to Section 2.1 shall be subject to the satisfaction or waiver on or before the Loan Closing Date of the conditions set forth in this Section.  If the conditions set forth in this Section are not met or waived on or prior to the Loan Closing Date, the Lender shall have no obligation to make the Loan.

(a)           The Company shall have duly executed and delivered to the Lender the Note representing the Loan.

(b)           The Company shall have delivered to the Lender the Escrow Agreement, executed by Ottone Leach Olsen & Ray LLP and by the Company.

(c)           The Lender shall have received the fully executed original Three-Year Warrant and the Five-Year Warrant.

(d)           Each of Parker Booth and Michael J. Rosenthal shall have executed and delivered a Subordination and Exchange Agreement, the form of which is attached hereto as Exhibit E, pursuant to which they shall agree to (i) subordinate the repayment by the Company of their Promissory Notes to the repayment in full of the Note, and (ii) exchange the remaining outstanding balance of the Promissory Notes for shares of Common Stock, which shares of Common Stock shall be valued at the price paid by third party investors for Common Stock (or the Common Stock equivalent price) in the sale of securities by the Company in a bona fide financing transaction following the Closing Date (other than the sale of shares upon the exercise or conversion of options, warrants or similar instruments outstanding as of the Closing Date).

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(e)           The Lender shall have received such other documents, certificates, or other materials as it reasonably requests from the Company with respect to the transaction contemplated by Agreement, the Note, and the Warrants.

3.2           Funding.  Conditioned upon the satisfaction or waiver of the conditions set forth in Section 3.1 above, the Lender shall, on the Loan Closing Date, deliver to the escrow holder under the Escrow Agreement, $500,000, less the amount of the Lender’s attorney’s fees payable by the Company under Section 8.7 below.

4.           Representations and Warranties

4.1           Due Incorporation and Good Standing.  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, with full and adequate power to carry on and conduct its business as presently conducted, and is duly licensed or qualified in all foreign jurisdictions wherein the failure to be so qualified or licensed would have a material adverse effect on the business of the Company.

4.2           Due Authorization.  The Company has full right, power and authority to (i) enter into this Agreement, the Escrow Agreement, and Subordination and Exchange Agreement, (ii) make the borrowings hereunder and execute and deliver the Note as provided herein, and (iii) perform all of its duties and obligations under this Agreement, the Escrow Agreement, the Subordination and Exchange Agreement, the Note, and the Warrants.  The execution and delivery of this Agreement, the Note, and the Warrants will not, nor will the observance or performance of any of the matters and things herein or therein set forth, violate or contravene any provision of law or the Company’s bylaws or certificate of incorporation.  All necessary and appropriate corporate action on the part of the Company has been taken to authorize the execution and delivery of this Agreement, the Note and the Warrants.  Concurrently with the execution of this Agreement, the Company will deliver to the Lender a copy of the minutes of the meeting of the Company’s Board of Directors (or its unanimous written consent) authorizing the Company to enter into this Agreement, the Note and the Warrants, to make the borrowings as provided herein, and to perform all of its duties and obligations under this Agreement, the Note and the Warrants.

4.3           Enforceability.  The Company has duly executed and delivered this Agreement, and at the Closing the Company will have duly executed and delivered the Note, Escrow Agreement, Subordination and Exchange Agreement, and the Warrants.  This Agreement is, and on the Loan Closing Date each of the Note and the Warrants will be, the legal, valid and binding obligations of the Company, enforceable against it in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ right and to the availability of the remedy of specific performance.

4.4           Capitalization.  All of the Company’s authorized and outstanding equity securities (including securities convertible into equity securities, and options and warrants exercisable for the purchase of equity securities) as of the date hereof are identified on Schedule A attached hereto.  Other than as set forth on Schedule A, as of the date hereof there are no outstanding shares of capital stock or any options, warrants or other preemptive rights, rights of first refusal or similar rights to purchase equity securities of the Company.

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4.5           Compliance with Laws.  The nature and transaction of the Company’s business and operations and the use of its properties and assets do not, and during the term of this Agreement shall not, violate or conflict with in any material respect any applicable law, statute, ordinance, rule, regulation or order of any kind or nature.

4.6           Absence of Conflicts.  The execution, delivery and performance by the Company of this Agreement, the Note, and the Warrants, and the transactions contemplated hereby and thereby, do not constitute a breach or default, or require consents under, any agreement, permit, contract or other instrument to which the Company is a party, or by which the Company is bound or to which any of the assets of the Company is subject, or any judgment, order, writ, decree, authorization, license, rule, regulation, or statute to which the Company is subject, except to the extent waived under the Second Amendments.

4.7           Litigation and Taxes.  There is no litigation or governmental proceeding pending, or to the knowledge of the Company, threatened, against the Company.  The Company has duly filed all applicable income or other tax returns and has paid all material income or other taxes when due.  There is no controversy or objection pending, or to the knowledge of the Company, threatened in respect of any tax returns of the Company.

4.8           Financial Statements; SEC Reports.  The financial statements of the Company included in the reports the Company has filed with the Commission under the Securities Act and the Exchange Act of 1934, as amended, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing materials being collectively referred to herein as the “SEC Reports”), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.  As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

4.9           Company Knowledge and Experience.  The Company (together with its accountants, legal counsel and other representatives with whom it has consulted in connection with this Agreement) has such knowledge, experience and access to professional advice in financial and business matters, including loans like the Loan, to be capable of evaluating the risks and merits of receiving the Loan pursuant to this Agreement, and the Company has obtained such professional third-party advice concerning the Loan and the transactions contemplated hereby as it has desired and deemed prudent.

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4.10           Representations and Warranties by the Lender.   The Lender represents and warrants to the Company as follows:

4.10.1 The Lender is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.  Except as provided in Section 8.1, the Note and the Warrants (collectively, the “Securities”) will be acquired for investment for the Lender’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the federal or state securities laws, and the Lender has no present intention of selling, granting any participation in, or otherwise distributing the same.

4.10.2 The Lender acknowledges that (a) it has received and reviewed the SEC Reports, (b) it has received or has had full access to all the information the Lender considers necessary or appropriate to make an informed decision with respect to the purchase of the Securities pursuant to this Agreement, and (iii) it has had an opportunity to ask questions and receive answers from the Company regarding the Company’s financial performance and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to the Lender or to which the Lender had access.

5.           Covenants

5.1           Negative Covenants of the Company.  The Company covenants and agrees that from the Loan Closing Date until the Note has been repaid in full (including all Interest thereon), without the consent of the Lender, the Company will not:

5.1.1           create, incur, assume or suffer to exist, without the Lender’s prior written consent, which consent the Lender may withhold in its sole and absolute discretion, any secured indebtedness for borrowed money that is in any way senior or superior to the Note (other than indebtedness arising from or related to the Liquid Agreement);

5.1.2           merge or consolidate with or into any other corporation after which the holders of the Company’s voting securities immediately prior to such transaction own less than fifty (50%) percent of the voting power of the surviving entity in the transaction, or sell or otherwise convey 50% or more of its assets (other than the sale of accounts receivable pursuant to the Liquid Agreement, or sales of inventory in the ordinary course of business);

5.1.3           engage in any business that is not substantially similar or related to the business conducted by the Company on the Loan Closing Date;

5.1.4           declare, set aside or pay any dividend or other distribution on any of its capital stock;

5.1.5           engage in any material transaction with any Affiliate (as such term is defined in Rule 501(b) of the Securities Act) on terms less favorable to the Company than could reasonably be obtained from an unrelated party;

5.1.6           repay any portion of the Promissory Notes except as permitted under the Subordination and Exchange Agreement;

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5.1.7           amend its Articles of Incorporation or Bylaws in any manner that adversely affects the rights associated with this Agreement, the Common Stock issuable upon the exercise of the Warrants, or the Warrants; or

5.1.8           voluntarily prepay in whole or in part, or modify, any indebtedness for borrowed money outstanding on the Loan Closing Date, prior to the repayment of the Note in full, other than indebtedness arising from the Liquid Agreement and payment made pursuant to that certain demand note, dated November 3, 2010, in the principal amount of $38,261,64, issued by the Company and bearing interest at 5% per annum (the “Outstanding Note”).

The Company will give notice to the Lender of any default under any provisions of this Agreement within three Business Days after the discovery by the Company of such default.

5.2           Affirmative Covenants of the Company.  The Company covenants and agrees that, from the Loan Closing Date until the earlier of the Maturity Date or the date final payment of the Note is made (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall:

5.2.1           comply with all of the Company’s obligations under the Settlement Agreements (as amended by the Second Amendments);

5.2.2           operate its business only in the ordinary course, and conduct all transactions with third parties, including affiliates of the Company, on an arm’s length basis;

5.2.3           cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses;

5.2.4           comply with the Subordination and Exchange Agreement; and

5.2.5           comply in all material respects with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects.

6.           Default

6.1           Events of Default.  The occurrence of any of the following events (each, an “Event of Default”), not cured in the applicable cure period, if any, shall constitute an Event of Default of the Company:

6.1.1           a breach of any representation, warranty, covenant or other provision of this Agreement, the Note or the Warrants, which, if capable of being cured, is not cured within five calendar days following the earlier of (i) notice thereof to the Company and (ii) the Company becoming aware of such breach;

6.1.2           the failure to make when due any payment described in this Agreement or the Note whether on or after the Maturity Date, by acceleration or otherwise;

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6.1.3           the failure of the Company to complete the Reorganization within 60 days after the Loan Closing Date;

6.1.4           the failure by the Company to receive, on a cumulative basis during the period commencing on the Loan Closing Date and ending on June 30, 2011, a total of $1,000,000 or more of funding from the sale of the Company’s common stock or preferred stock (the “Financing”) (in the event that the Company has not raised at least an aggregate of $1,000,000 of equity funding by June 30, 2011, an Event of Default may be declared by the Lender during the 60-day thereafter commencing on July 1, 2011);

6.1.5           the Company breaches the terms of any Settlement Agreement (as amended by the Second Amendments);

6.1.6           the Company uses the proceeds of the Loan in a manner other than as set forth in Section 5.2.1;

6.1.7           the failure by the Company to recognize, in accordance with GAAP, on a cumulative basis during the period commencing on the Loan Closing Date and ending on the 60th day thereafter, a total of $1,000,000 or more of revenues (in the event that the Company has not received $1,000,000 of revenues by the 60th day following the Loan Closing Date, an Event of Default may be declared by the Lender within 60 days thereafter);

6.1.8           the occurrence and continuance of an Event of Default under, and as defined in, the Liquid Agreement; or

6.1.9           (i) the application for the appointment of a receiver or custodian for the Company or the property of the Company and same is not dismissed within 90 days of the making of such application, (ii) the entry of an order for relief or the filing of a petition by or against the Company under the provisions of any bankruptcy or insolvency law and same is not dismissed within 90 days of such filing, (iii) any assignment for the benefit of creditors by or against the Company, or (iv) the Company becomes insolvent.

6.2           Effect of Default.  Upon the occurrence and during the continuance of any Event of Default that is not cured within any applicable cure period, (a) the exercise price of the Five-Year Warrant shall automatically be reduced to $0.01 per share (and the exercise price shall remain at $0.01 per share, notwithstanding the Reverse Stock Split), and (b) the Lender may elect, by written notice delivered to the Company, to take any or all of the following actions:  (i) declare this Agreement terminated and the outstanding amounts under the Note to be forthwith due and payable, whereupon the entire unpaid Loan, together with accrued and unpaid Interest thereon, and all other cash obligations then due hereunder, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein or in the Note to the contrary notwithstanding, and/or (ii) exercise any and all other remedies provided hereunder or available at law or in equity upon the occurrence and continuation of an Event of Default.  In addition, during the occurrence of any Event of Default, the Company shall not pay make any payment on any other outstanding indebtedness for borrowed money of the Company (other than indebtedness, if any, of the Company to which the Lender has agreed in writing may be paid).

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7.           Warrants

7.1           Issuance of Warrants.  In connection with the funding of the Loan, on the Loan Closing Date the Company shall issue the Warrants to the Lender.  Each Warrant shall entitle the Lender to purchase a number of shares of Common Stock equal to 10% of the sum of all shares, on a fully diluted, converted and exercised basis, listed on the updated Schedule A capitalization table that is delivered on the Loan Closing Date as part of the officers’ certificate described in Section 3.1(e).   The Warrants shall have the following provisions:

7.1.1           Three-Year Warrant.   The Three-Year Warrant shall be exercisable during the three-year period following the Loan Closing Date at an exercise price of $0.01 per share, which exercise price shall not be increased as a result of the Reverse Stock Split.

7.1.2           Five-Year Warrant.  The Five-Year Warrant shall be exercisable during the five-year period following the closing of a Financing at an exercise price equal to the price at which the Company issues shares in the Financing.  If an Event of Default occurs, the exercise price of the Five-Year Warrant shall automatically decrease to, and thereafter remain at $0.01 per share (which exercise price shall not be increased or affected by the Reverse Stock Split).

7.2           Registration Rights.  The Lender shall have the registration rights provided in Section 3 of the Warrant, “Registration Rights,” consisting of one demand registration right, and unlimited piggy-back registration rights.

7.3           Net Issue Exercise.  If the Lender exercises a Warrant on a Net Issue Exercise basis as provided therein, then at the Lender’s request, the Company will cause to be delivered to the Company’s transfer agent an opinion of counsel that the holding period under Rule 144 with respect to any Warrant Shares (as defined in the Warrant) issued to the Lender as a result of such Net Issue Exercise commenced as of the date of issuance of the Warrant, provided that the provisions of Rule 144 in effect at the time of such exercise support such an opinion.

8.           Miscellaneous

8.1           Successors and Assigns; Participations.  Subject to the exceptions specifically set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors and assigns of the parties.  This Agreement may be assigned solely by the Lender.  Furthermore, although this Agreement, the Note and the Warrants name the Lender as the holder thereof and/or the lender thereunder, the Lender is authorized to sell participation interests in the Loan to one or more other persons or entities provided that such sale or transfer is in compliance with all securities laws.  The Company agrees that:  (a) each holder of a participation interest will be entitled to rely on the terms of this Agreement, the Note and the Warrants as if such holder had been named as an original party hereto and thereto; provided, however, for purpose of clarity, only the Lender is entitled to exercise the rights pursuant to Section 6.2; and (b) the Lender is authorized to provide all information furnished by the Company to the Lender pursuant hereto to each holder of a participation interest, subject to the same restrictions and confidentiality obligations to which the Lender is subject.

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8.2           Titles and Subtitles.  The titles and subtitles of the Sections of this Agreement are used for convenience only and shall not be considered in construing or interpreting this agreement.

8.3           Notices.  Any notice, request or other communication required or permitted hereunder shall be in writing and shall be delivered personally or by facsimile (receipt confirmed electronically) or shall be sent by a reputable express delivery service or by certified mail, postage prepaid with return receipt requested, addressed as follows:

if to the Company, to:

ORGANIC ALLIANCE, INC.

401 Monterey Street, Suite 202

Salinas, CA 93901

Attn:   Parker Booth

Facsimile:

with a copy (which shall not constitute notice) to:

Breslow & Walker, LLP

100 Jericho Quadrangle, Suite 230

Jericho, New York 11753

Facsimile: (516) 822-6544

Attn:  Len Breslow

if to the Lender, to:

THEOREM CAPITAL, LLC

10880 Wilshire Blvd., Suite 950

Los Angeles, CA 90024

Attn:           Anshuman (Andy) Dube

Fax:           (310) 500-2151

with a copy to:

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, CA 90067

Facsimile: (310) 789-1426

Attention: Istvan Benko

Either party hereto may change the above specified recipient or mailing address by notice to the other party given in the manner herein prescribed.  All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by facsimile, provided that any such facsimile is received during regular business hours at the recipient’s location) or on the day shown on the return receipt (if delivered by mail or delivery service).

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8.4           Governing Law.  This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

8.5           Waiver and Amendment.  Any term of this Agreement may be amended, waived or modified with the written consent of the Company and the Lender.

8.6           Remedies.  No delay or omission by the Lender in exercising any of its rights, remedies, powers or privileges hereunder or at law or in equity and no course of dealing between the Lender and the undersigned or any other person shall be deemed a waiver by the Lender of any such rights, remedies, powers or privileges, even if such delay or omission is continuous or repeated, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof by the Lender or the exercise of any other right, remedy, power or privilege by the Lender.  The rights and remedies of the Lender described herein shall be cumulative and not restrictive of any other rights or remedies available under any other instrument, at law or in equity.

8.7           Expenses.  The Company shall pay all customary costs and expenses incurred by the Lender in connection with the negotiation and preparation of the documents contemplated by this Agreement and the Loan closing (including the Lender’s reasonable attorneys’ fees).

8.8           Integration.  This Agreement, along with the Note and the Warrants, constitutes the complete and exclusive agreement between the Company and the Lender with respect to the subject matter herein and replaces and supersedes any and all other prior written and oral agreements or statements by such parties hereto relating to such subject matter, including, without limitation, that certain letter dated October 14, 2010.

8.9           Prevailing Party.  If either party hereto brings any legal suit, action or proceeding against the other party arising out of, relating to, or concerning the interpretation or the enforcement of rights and duties hereunder or any transaction related hereto (collectively, an “Action”), the losing party shall pay to the prevailing party a reasonable sum for attorneys’ fees and shall reimburse all costs (whether or not such costs are otherwise recoverable under the provisions of the California Code of Civil Procedure or other statutory law of California or any other jurisdiction) incurred in connection with the prosecution or defense of such Action and/or enforcement of any judgment, order, ruling or award granted therein, all of which shall be deemed to have accrued on the commencement of such Action and shall be paid whether or not such Action is prosecuted to a judgment, order, ruling or award.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed in its name on the date first set forth above.

ORGANIC ALLIANCE, INC.

By:   

Parker Booth

Chief Executive Officer

THEOREM CAPITAL, LLC

By:                                                              

Anshuman (Andy) Dube

Manager

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SCHEDULE A

CAPITALIZATION OF THE COMPANY

See attached.

Schedule A-1

EXHIBIT A

PROMISSORY NOTE

See attached.

Exh A-1

EXHIBIT B

PAYMENT SCHEDULE

See attached.

Exh B-1

EXHIBIT C

 ESCROW AGREEMENT

See attached.

Exh C-1

EXHIBIT D

COMMON STOCK PURCHASE WARRANT

See attached.

Exh C-1

EX-10.3

Exhibit 10.03

PROMISSORY NOTE

$500,000.00

Salinas, California

February 3, 2011

FOR VALUE RECEIVED, ORGANIC ALLIANCE, INC., a Nevada corporation (the “Borrower”), hereby promises to pay to the order of Thread Master GP LLC a California limited liability company (the “Lender”), in lawful money of the United States at the address of the Lender set forth herein, the principal amount of Five Hundred Thousand Dollars ($500,000), together with interest thereon as provided below.  This Note is issued pursuant to that certain Loan Agreement dated as of November 16, 2010 between the Lender and the Borrower (the “Loan Agreement”).  Capitalized terms used in this Note and not defined in this Note have the meanings ascribed to them in the Loan Agreement.

1.           Interest.  The Loan shall accrue interest (“Interest”) daily (calculated on the basis of the actual number of days elapsed over a year of 360 days) on the amount outstanding at the rate of 15% per annum.  Interest shall accrue until August 2, 2011.  On August 2, 2011, all accrued Interest shall be added to, and treated as principal under this Note and shall thereafter be payable in accordance with Section 2.

2.           Payment Schedule.  The Loan and all accrued Interest thereon, shall be due and payable as follows:  No payments shall be due until August 2, 2011.  Commencing on August 2, 2011 and on the same calendar day of each subsequent month until August 1, 2012 (the “Maturity Date”), the Borrower shall make monthly payments of principal and interest in the aggregate amount of $48,514.  On the Maturity Date, all accrued and unpaid Interest, plus any remaining unpaid principal of the Note, shall be due and payable.  All payments under this Note shall be made to the Lender without set-off, recoupment, counterclaim or other deduction whatsoever.

3.           Prepayment.  The Borrower may from time to time prepay all or any portion of the Loan without premium or penalty of any type.  Once any portion of the Loan has been repaid, the funds may not be re-borrowed.  In the event that the Note is prepaid in part, the amount of the monthly payments due under Section 2 shall continue unadjusted until the Loan is paid in full.

4.           Application of Payments

4.1           Except as otherwise expressly provided herein, payments under this Note shall be applied (a) first to the repayment of any sums incurred by the Lender for the payment of any expenses in enforcing the terms of this Note, (b) then to the payment of Interest, and (c) then to the reduction of the Loan.

4.2           Upon payment in full of the Loan (including Interest and fees and expenses), this Note shall be marked “Paid in Full” and returned to the Borrower.

5.           Waiver of Notice.  The Borrower hereby waives demand for payment, presentment for payment, protest, notice of protest, notice of dishonor, notice of nonpayment, notice of acceleration of maturity and diligence in taking any action to collect sums owing hereunder.

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6.           Assignment and Transfer.  The Lender may sell, transfer, pledge or assign this Note or any interest herein at any time.

7.           Event of Default.  Upon the occurrence of any Event of Default, the Lender shall have the remedies set forth in the Loan Agreement.

8.           Miscellaneous

8.1           Successors and Assigns.  Subject to the exceptions specifically set forth in this Note, the terms and conditions of this Note shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

8.2           Loss or Mutilation of Note.  Upon receipt by the Borrower of evidence satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note, together with indemnity reasonably satisfactory to the Borrower, in the case of loss, theft or destruction, or the surrender and cancellation of this Note, in the case of mutilation, the Borrower shall execute and deliver to Lender a new promissory note of like tenor and denomination as this Note.

8.3           Notices.  Any notice, demand, offer, request or other communication required or permitted to be given pursuant to the terms of this Note shall be in writing and shall be deemed effectively given the earlier of (i) when received, (ii) when delivered personally, (iii) one business day after being delivered by facsimile (with receipt of appropriate confirmation), (iv) one business day after being deposited with an overnight courier service for next business day delivery, or (v) four days after being deposited in the U.S. mail, First Class with postage prepaid, and addressed to the recipient at the address set forth below unless another address is provided to the other party in writing:

if to the Borrower, to:

ORGANIC ALLIANCE, INC.

401 Monterey Street, Suite 202

Salinas, CA 93901

Attn:   Parker Booth

Fax:   (831) 783-1668 

with a copy (which shall not constitute notice) to:

Breslow & Walker, LLP

100 Jericho Quadrangle, Suite 230

Jericho, NY 11753

Attn:  Len Breslow

Fax:  (516) 822-6544

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if to Lender, to:

THREAD MASTER GP LLC

10880 Wilshire Blvd., Suite 950

Los Angeles, CA 90024

Attn:   Anshuman (Andy) Dube

Fax:     (310) 500-2151

with a copy to:

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, CA 90067

Facsimile: (310) 789-1426

Attention: Istvan Benko, Esq.

8.4           Governing Law.  This Note shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

8.5           Waiver and Amendment.  Any term of this Note may be amended or modified only with the written consent of the Borrower and the Lender.  A waiver of any right under this Note shall be effective against Lender if and only if such waiver is in writing.  Any waiver, express or implied, of any breach or default shall not be considered a waiver of any subsequent breach or default.

8.6           Severability.  Whenever possible each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be or become prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Note.

8.7           Remedies; Costs of Collection; Attorneys’ Fees.  No delay or omission by the Lender in exercising any of its rights, remedies, powers or privileges hereunder or at law or in equity and no course of dealing between the Lender and the undersigned or any other person shall be deemed a waiver by the Lender of such rights, remedies, powers or privileges, even if such delay or omission is continuous or repeated, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof by the Lender or the exercise of any other right, remedy, power or privilege by the Lender.  The rights and remedies of the Lender described herein shall be cumulative and not restrictive of any other rights or remedies available under any other instrument, at law or in equity.  If an Event of Default occurs, the Borrower agrees to pay, in addition to the Loan and Interest payable thereon, reasonable attorneys’ fees and any other reasonable costs incurred by the Lender in connection with its pursuit of its remedies under this Note.  Any of these fees or costs not paid upon demand shall bear interest at the rate of 21% per annum.

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9.           Savings Clause.  It is expressly stipulated and agreed to be the intent of the Borrower and the Lender at all times to comply with applicable state law or applicable United States federal law (to the extent that United States federal law permits the Lender to contract for, charge, take, reserve, or receive a greater amount of interest than under state law) and that this paragraph shall control every other covenant and agreement in this Note and the Loan Agreement.  If the applicable law (state or federal) is ever judicially interpreted so as to render usurious any amount called for hereunder or thereunder, or contracted for, charged, taken, reserved, or received with respect to the Loan, or if the Lender’s exercise of the option to accelerate the Maturity Date, or if any prepayment by the Borrower results in the Borrower having paid any interest in excess of that permitted by applicable law, then it is the Lender’s express intent that all excess amounts theretofore collected by the Lender shall be credited on the principal balance of this Note and all other indebtedness evidenced hereby and the provisions of the Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new documents, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder or thereunder.  All sums paid or agreed to be paid to the Lender for the use, forbearance, or detention of the Loan shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the maximum lawful rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.  Notwithstanding anything to the contrary contained herein or in the Loan Agreement, it is not the intention of the Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.

IN WITNESS WHEREOF, the Borrower has caused this Note to be signed as of the date set forth above.

BORROWER:

ORGANIC ALLIANCE, INC.

By:     _____________________                                                        

Parker Booth

Chief Executive Officer

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EX-10.4

Exhibit 10.04

Common Stock Purchase Warrant

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES AND THE SECURITIES ISSUED UPON EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, NOR MAY THIS WARRANT BE EXERCISED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.

COMMON STOCK PURCHASE WARRANT

Date of Issuance: January __, 2011 Certificate No. WB-1

For value received, ORGANIC ALLIANCE, INC., a Nevada corporation (the “Company”), hereby grants to THREAD MASTER GP LLC, a California limited liability company (“TMGP”), or its permitted transferees and assigns, the right to purchase from the Company a total of 9,047,085 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a price per share equal to (i) if the Company sells Common Stock in its next Stock Sale (as defined below), the price at which such Common Stock is so sold, (ii) if the Company does not sell Common Stock in its next Stock Sale, the Preferred Stock Price (as defined below) for the shares of preferred stock sold in such Stock Sale, or (iii) if no Stock Sale occurs on or prior to June 30, 2011, $0.01 per share (such price per share, as may be adjusted as provided herein, the “Exercise Price”).  Upon the occurrence of an Event of Default, the then existing Exercise Price shall be reduced to, or if no Exercise Price has yet been established, the Exercise Price shall be set at, $0.01 per share (the “Default Exercise Price”).  As used herein, “Preferred Stock Price” means (x) in the case of the sale of shares of convertible preferred stock in the Stock Sale, the Common Stock equivalent price based on the initial conversion rate of the convertible preferred stock, and (y) in the case of the sale of non-convertible shares of preferred stock in the Stock Sale, the Fair Market Value on the date of the Stock Sale.

The Exercise Price and number of Warrant Shares (and the amount and kind of other securities) for which this Warrant is exercisable shall be subject to adjustment as provided in Section 2 hereof.   This Warrant is being issued in connection with the Loan Agreement between TMGP and the Company, dated as of the date hereof (the “Loan Agreement”).  Certain capitalized terms used herein are defined in Section 4 hereof.

This Warrant is subject to the following provisions:

1.           Exercise of Warrant

1.1           Terms of Warrant; Exercise Period.

1.1.1           Subject to the terms of this Agreement, the Registered Holder shall have the right, commencing on the date that the Exercise Price has been established and expiring on the earlier of (i) the fifth anniversary of the date that the Exercise Price has been established, or (ii) June 30, 2016  (the “Expiration Date”), to exercise this Warrant, from time to time and in whole or in part, and receive from the Company the number of Warrant Shares which the Registered Holder may at the time be entitled to receive on exercise of this Warrant and payment of the Exercise Price then in effect for the Warrant Shares.  To the extent not exercised prior to the Expiration Date, this Warrant shall become void and all rights thereunder and all rights in respect thereof under this Warrant shall cease as of such time.

1.1.2  This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering to the Company this Warrant accompanied by the Exercise Agreement attached hereto duly executed, and payment of the aggregate Exercise Price for the Warrant Shares so purchased (the “Aggregate Exercise Price”).  Payment of the Aggregate Exercise Price shall be made either (I) by a check payable to the Company in an amount equal to the AggregateExercise Price, (II) by the surrender to the Company of shares of Common Stock of the Company having a Fair Market Value equal to the Aggregate Exercise Price, or (III) as provided in Section 1.2 below.

1.2           Net Issue Exercise.  In lieu of the payment methods set forth in Section 1.1.2 above, the Registered Holder may elect to exchange all or some of this Warrant for Warrant Shares equal to the value of the amount of the Warrant being exchanged on the date of exchange (a “Net Issue Exercise”).  If the Registered Holder elects to exchange this Warrant as provided in this Section 1.1.2, Registered Holder shall tender to the Company this Warrant, along with written notice of Registered Holder’s election to exchange some or all of this Warrant (the “Net Issue Notice”), and the Company shall issue to Registered Holder the number of Warrant Shares computed using the following formula:

X =	Y (A-B)
	A
Where:   X =		the number of Warrant Shares to be issued to Registered Holder.
Y =		the number of Warrant Shares subject to this Warrant in respect of which the net issue election is made (i.e., the right to exercise is being surrendered) pursuant to this Section 1.2
A =		the Fair Market Value of one Warrant Share.
B =		the Exercise Price

Upon any Net Issue Exercise, the Company will cause to be delivered to the Company’s transfer agent an opinion of counsel that the holding period under Rule 144 with respect to any Warrant Shares issued to Registered Holder as a result of such Net Issue Exercise commenced as of the Date of Issuance of this Warrant, provided that the provisions of Rule 144 in effect at the time of such exercise support such an opinion.

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1.3           Exercise Procedure

1.3.1           This Warrant shall be deemed to have been exercised at the close of business on the date the Company is in receipt of this Warrant and either (a) a completed Exercise Agreement and payment of the Aggregate Exercise Price, or (b) a completed Net Issue Notice (the “Exercise Time”).

1.3.2           Certificates for Warrant Shares purchased upon exercise of this Warrant shall be delivered by the Company to the Registered Holder within three business days after the Exercise Time.  Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant that have not expired or been exercised and shall, within such three-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement or the Net Issue Notice, as applicable (or, if no Person is designated, to the Registered Holder).

1.3.3           The Warrant Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Registered Holder at the Exercise Time, and the Registered Holder shall be deemed for all purposes to have become the record holder of such Warrant Shares at the Exercise Time.

1.3.4           The Company shall not close its books against the transfer of this Warrant or of any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

1.3.5           The Company shall make any governmental filings or obtain any governmental approvals required to be made or obtained by it in connection with the exercise of this Warrant by the Registered Holder.

1.3.6           The Company shall at all times reserve and keep available out of its authorized but unissued capital stock, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant.  All Warrant Shares that are so issuable shall, when issued and upon the payment of the Exercise Price therefor, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges.  The Company shall take all such actions as may be necessary to assure that all such Warrant Shares may be so issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which securities of the Company may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

1.4           Exercise Agreement.  Upon any exercise of this Warrant (other than a Net Issue Exercise), the Registered Holder shall deliver an Exercise Agreement in the form set forth in Exhibit I hereto, except that if the Warrant Shares are not to be issued in the name of the Person in whose name this Warrant is registered, the Exercise Agreement shall also state the name of the Person to whom the certificates for the Warrant Shares are to be issued, and if the number of Warrant Shares to be issued does not include all the Warrant Shares purchasable hereunder, it shall also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be issued.

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2.           Adjustment of Exercise Price and Number of Shares.  In order to prevent dilution of the rights granted under this Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Section 2, and the number of Warrant Shares obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

2.1           Reorganization, Reclassification, Consolidation, Merger or Sale.  In case of any reclassification, capital reorganization, consolidation, merger, sale of all or substantially all of the Company’s assets to another Person or any other change in the Common Stock of the Company, other than as a result of a subdivision, combination, or stock dividend provided for in Section 2.2 below (any of which, a “Change Event”), then, as a condition of such Change Event, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Registered Holder, so that the Registered Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant (subject to adjustment of the Exercise Price as provided in Section 2), the kind and amount of shares of stock and other securities and property receivable in connection with such Change Event by a holder of the same number of Warrant Shares as were purchasable by the Registered Holder immediately prior to such Change Event.  In any such case appropriate provisions shall be made with respect to the rights and interest of the Registered Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

2.2           Subdivisions, Combinations and Other Issuances.  If the Company shall at any time prior to the expiration of this Warrant (i) subdivide its Common Stock, by split up or otherwise, or combine its Common Stock, or (ii) issue additional shares of its Common Stock or other Equity Securities as a dividend with respect to any shares of its Common Stock, the number of shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision of stock, or proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made to the purchase price payable per share, but the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same.  Any adjustment under this Section 2.2 shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.  Notwithstanding the foregoing, the Default Exercise Price shall not increase as a result of any reverse stock split (and shall remain at $0.01 per share), and the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted by the reverse stock split) shall decrease upon a reverse stock split.

2.3           Intentionally omitted.

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2.4           Issuance of New Warrant.  Upon the occurrence of any of the events listed in this Section 2 that results in an adjustment of the Exercise Price or the number Warrant Shares, the Registered Holder shall have the right to receive a new warrant reflecting such adjustment upon the Registered Holder tendering this Warrant in exchange.  The new warrant shall otherwise have terms identical to this Warrant.

2.5           Notices

2.5.1           The Company shall give written notice to the Registered Holder of this Warrant at least 15 days prior to the date on which the Company closes its books or takes a record for determining rights to vote with respect to any event described in this Section 2 or any dissolution or liquidation.

2.5.2           The Company shall also give written notice to the Registered Holder of this Warrant at least 10 days prior to the date on which any event described in this Section 2 or any dissolution or liquidation shall take place.

3.           Registration Rights

3.1           Demand Registration

3.1.1           In case the Company shall receive from the Registered Holder a written request that the Company effect a registration with respect to the resale by the Registered Holder of its Registrable Securities having a net aggregate offering price of at least $500,000 (based on the then Fair Market Value), the Company will as soon as practicable, effect such Registration (including, without limitation, but subject to the limitations set forth herein, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the Registered Holder of all or such portion of such Registrable Securities as are specified in such request.  The Registration Statement covering the resale of all of the Registrable Securities shall be filed for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement required hereunder shall be on Form S-1 (or such other form as may be appropriate).

3.1.2           The Company shall prepare and file with the SEC such amendments and supplements to the Registration Statement filed under this Section 3.1.1 as may be reasonably necessary to keep such Registration Statement effective until all Registrable Securities have been sold pursuant to such Registration Statement or pursuant to Rule 144.  The Company shall comply with the provisions of the Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the Holders as set forth in such Registration Statement.

3.1.3           The right of the Registered Holder to demand that the Registrable Securities be registered for resale may only be exercised once.

3.1.4           The Company shall not be required to effect a demand registration during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days following the effective date of, a Company-initiated Registration Statement that is subject to Section 3.2 below, provided that the Company is actively employing in good faith its reasonable best efforts to cause such Registration Statement to become effective.

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3.1.5           The Company may defer taking any action to effect a Registration pursuant to Section 3.1 if the Company furnishes to the Holders of Registrable Securities to be included in the requested Registration a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be materially detrimental to the Company and its stockholders for the requested registration to be effected (or to remain effective for the period for which the subject registration statement would otherwise be required to remain effective) because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, or (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential.  The Company shall have the right to defer taking action with respect to the requested Registration pursuant to this Section 3.1 for a period of not more than ninety (90) days after receipt of the Registration request under Section 3.1.

3.1.6           In connection with any offering under this Section 3.1 involving an underwriting that is requested by the Holders of Registrable Securities, the Company shall be required to include Registrable Securities only in such quantity as will not, in the good faith opinion of the underwriters, jeopardize the success of the offering.  If, in the opinion of the managing underwriter, the registration of all, or part of, the Registrable Securities that the Holders of Registrable Securities have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Securities that the managing underwriter in good faith believes may be sold without causing such adverse effect.  If the number of Registrable Securiites to be included in the underwriting in accordance with the foregoing is less than the total number of shares that the Holders of Registrable Securities have requested to be included, then the Holders of Registrable Securities who have so requested shall participate in the underwriting pro rata based upon their respective holdings of Registrable Securities.

3.1.7           The Company shall be entitled to include in any Registration Statement referred to in this Section 3.1 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities to be sold.  To the extent that the managing underwriter in any such underwritten public offering requires the exclusion of any securities from such offering, all such excluded securities shall come solely from the shares to be sold by the Company prior to the exclusion of any Registrable Securities.

3.2           Piggyback Registration

3.2.1           If, at any time commencing on the date hereof and expiring on the Expiration Date, the Company proposes to file a Registration Statement (other than under a Registration Statement pursuant to Form S-8 or Form S-4 or successor forms) to register its securities, and all of the Registrable Securities are not then covered by an effective Registration Statement, the Company shall: (A) give written notice by registered mail, at least 20 days prior to the filing of such Registration Statement to the Holders of its intention to do so; and (B) include all Registrable Securities in such Registration Statement with respect to which the Company has received written requests for inclusion therein within 15 days of after delivery of the Company’s notice.

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3.2.2           The Company shall have the right at any time after it shall have given written notice pursuant to this Section 3.2 (irrespective of whether a written request for inclusion of any Registration Securities shall have been made) to elect not to file any such Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

3.2.3           If the Registration Statement pursuant to this Section 3.2 relates to a firmly underwritten public offering and the managing underwriter(s) advise the Company in writing that in their opinion the number of securities proposed to be included in the Registration Statement (including the Registrable Securities) exceeds the number of securities which can be sold therein without adversely affecting the marketability of the public offering, the Company will include in such Registration Statement the number of securities requested to be included which in the opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders of all securities proposed to be included in the Registration Statement.   In addition, the Company shall not be required to include any Registrable Securities in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon by the Company and the managing underwriters selected by it.

3.3           Covenants of the Company with Respect to Registration.  In connection with each Registration under this Section 3, the Company covenants and agrees as follows:

3.3.1           The Company shall use its commercially reasonable best efforts to have any Registration Statement declared effective at the earliest practicable time.  The Company will promptly notify each Holder of included Registrable Securities and confirm such advice in writing, (A) when such Registration Statement becomes effective, (B) when any post-effective amendment to such Registration Statement becomes effective and (C) of any request by the SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information.

3.3.2           The Company shall furnish to each Holder of included Registrable Securities such number of copies of such Registration Statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Act, and such other documents as such Holders may reasonably request in order to facilitate their disposition of the Registrable Securities.

3.3.3           If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any Registration Statement, the Company will promptly notify each Registered Holder of Registrable Securities and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible.

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3.3.4           The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Registrable Securities included in a Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are required by the Holders, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.

3.3.5           The Company shall deliver promptly to each Holder that has included Registrable Securities in a Registration Statement and to the managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the SEC or its staff with respect to the Registration Statement.

3.3.6           All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company will be borne by the Company.  In no event shall the Company be obligated to pay any discounts or commissions with respect to the Registrable Shares sold by any Holder.  In connection with each Registration Statement, the Company will reimburse the Holders of included Registrable Securities for the reasonable fees and disbursements of one counsel chosen by the Holders of a majority of the included Registrable Securities.

3.4           Indemnification and Contribution

3.4.1           The Company shall indemnify each Holder of the Registrable Securities included in any Registration Statement, each of its officers, directors and agents (including brokers and underwriters selling Registrable Securities on behalf of the Holder), and each Person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act against all losses, claims, damages, expenses and/or liabilities (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act, any state securities laws or otherwise, arising from such Registration Statement, including, without limitation, any and all losses, claims, damages, expenses and liabilities caused by (I) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or (II) any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Company by the Holder or any other holder of Registrable Securities expressly for use therein.

3.4.2           Prior to the filing of any Registration Statement covering the Registrable Securities, each Holder of the Registrable Securities to be included in such Registration Statement shall severally, and not jointly, indemnify the Company, its officers and directors and each Person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all losses, claims, damages, expenses and/or liabilities (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by such Holder, or their successors or assigns, for specific inclusion in such Registration Statement, except that the maximum amount which may be recovered from each Holder pursuant to this Section 3.4.2 or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities under such Registration Statement.

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3.4.3           In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Section 3.4, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such failure to notify.  In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (B) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party.  The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

3.4.4           To the extent any indemnification by an Indemnifying Party is prohibited or limited by law, the Indemnifying Party agrees to make the maximum contribution with respect to any amounts for which, he, she or it would otherwise be liable under this Section 3.4 to the fullest extent permitted by law; provided, however, that (A) no contribution shall be made under circumstances where a party would not have been liable for indemnification under this Section 3.4, and (B) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning used in the Act) shall be entitled to contribution from any party who was not guilty of such fraudulent misrepresentation.

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3.5           Miscellaneous.

3.5.1           Nothing contained in this Agreement shall be construed as requiring the Holders to exercise their Warrants prior to the filing of any Registration Statement or the effectiveness thereof.

3.5.2           Each Holder of Registrable Securities in any Registration Statement shall furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder, and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Warrant.

4.           Definitions.  The following terms have the meanings set forth below:

4.1           “Act” means the Securities Act of 1933, as amended.

4.2            “Equity Securities” means the capital stock of a person or entity and/or any options, warrants, calls, rights, commitments, convertible securities and other securities pursuant to which the holder, directly or indirectly, has the right to acquire (with or without additional consideration) capital stock or equity of such person or entity.

4.3           “Event of Default” means any event that constitutes an “Event of Default” under Section 6 of the Loan Agreement.

4.4            “Exchange Act” means the Securities Exchange Act of 1934, as amended.

4.5           “Fair Market Value” shall be determined on a per share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows:  (a) if the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or quoted on either the Nasdaq Global Select Market, Nasdaq Global Market or the Nasdaq Capital Market of the automated quotation service operated by The Nasdaq Stock Market, Inc., the Fair Market Value shall be the last reported sale price of that security on such exchange or system on the day for which the current market price is to be determined or, if no such sale is made on such day, the average of the highest closing bid and lowest asked price for such day on such exchange or system; (b) if the Common Stock is not so listed or quoted or admitted to unlisted trading privileges, the Fair Market Value shall be the average of the last reported highest bid and lowest asked prices quoted on the Nasdaq OTC Bulletin Board, or, if not so quoted, then by the Pink OTC Markets, Inc. on the last business day prior to the day for which the Fair Market Value is to be determined; or (c) if the Common Stock is not so listed or quoted or admitted to unlisted trading privileges and bid and asked prices are not reported, the Fair Market Value shall be determined by the Company’s Board of Directors in its  reasonable, good faith judgment.

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4.6           “Holders” means the Registered Holder, and the registered holders of all other Warrants originally issued pursuant the Loan Agreement, and the registered holders of the Registrable Securities.

4.7            “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

4.8            “Registered Holder” means the registered holder of this Warrant.

4.9           “Registrable Securities” means the Warrant Shares and any securities issued with respect to the Warrant Shares pursuant hereto, provided that the Warrant Shares and such other securities shall no longer be Registrable Securities once they have been sold or transferred pursuant to an effective Registration Statement under the Act or pursuant to Rule 144, or may be sold by the Holder pursuant to Rule 144 without volume limitations.

4.10           “Registration” shall mean a registration of the sale of the Registrable Securities under the Act pursuant to Section 3 of this Agreement.

4.11           “Registration Statement” shall mean the registration statement, as amended from time to time, filed with the SEC in connection with a Registration, and each prospectus that is used in connection with such Registration Statement (including any preliminary prospectus).

4.12           “Rule 144” means Rule 144 of the SEC under the Act.

4.13           “SEC” means the United States Securities and Exchange Commission, or any successor regulatory agency.

4.14           “Stock Sale” means the sale (or series of related sales) by the Company of its Common Stock or preferred stock, after the date of this Warrant, in a capital raising transaction, for aggregate gross proceeds to the Company of at least $1,000,000, but excluding any such sale (A) pursuant to the exercise options issued under a Company stock option plan, (B) in connection with the acquisition of a business or technology, (C) pursuant to the conversion of the indebtedness or the exercise or conversion of derivative securities outstanding on the date hereof, or (D) pursuant to the exercise of the Three-Year Warrant.

4.15           “Warrant” means this Warrant.

4.16           “Warrant Shares” means shares of the Common Stock issuable upon exercise of this Warrant; provided, however, that if there is a change such that the securities issuable upon exercise of this Warrant are issued by a Person other than the Company or there is a change in the class of securities so issuable, then the term “Warrant Shares” shall mean shares of the security issuable upon exercise of the Warrant if such security is issuable in shares, or shall mean the equivalent units in which such security is issuable if such security is not issuable in shares.

5.           No Voting Rights; Limitations of Liability. This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.  No provision hereof, in the absence of affirmative action by the Registered Holder to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Registered Holder shall give rise to any liability of such Registrable Holder for the Exercise Price or as a stockholder of the Company.

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6.           Warrant Transferable.  Subject to compliance with applicable securities laws and the terms of this Section 6, this Warrant and all rights hereunder are transferable pursuant hereto, in whole or in part, without charge to the Registered Holder upon surrender of this Warrant with a properly executed Assignment (in the form of Exhibit II hereto), and such other documents as the Company shall reasonably request, at the principal office of the Company.

7.           Warrant Exchangeable for Different Denominations. This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrants shall represent such portion of such rights as is designated by the Registered Holder at the time of such surrender.  The date the Company initially issues this Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued.  All Warrants representing portions of the rights hereunder are referred to herein as the “Warrants.”

8.           Replacement.  Upon receipt of evidence reasonably satisfactory to the Company of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company, or, in the case of any such mutilation upon surrender of such certificate, the Company shall (at the expense of the Registered Holder) execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

9.           Notices.  All notices, requests, deliveries, consents and other communications provided for herein shall be in writing and shall be effective upon delivery in person, faxed, or mailed by certified or registered mail, return receipt requested, postage pre-paid, addressed as follows:

If to the Company, to:
	ORGANIC ALLIANCE, INC. 401 Monterey Street, Suite 202 Salinas, CA 93901 Attn:   Parker Booth Fax:   (831) 783-1668

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with a copy (which shall not constitute notice) to:

Breslow & Walker, LLP

100 Jericho Quadrangle, Suite 230

Jericho, NY 11753

Attn:  Len Breslow

Fax:  (516) 822-6544

If to TMGP, to:

THREAD MASTER GP LLC

10880 Wilshire Blvd., Suite 950

Los Angeles, CA 90024

Attn:           Anshuman (Andy) Dube

Fax:           (310) 500-2151

with a copy to:

TroyGould PC

1801 Century Park East, Suite 1600

Los Angeles, CA 90067

Facsimile: (310) 789-1426

Attention: Istvan Benko, Esq.

or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a Registered Holder) or to the Registered Holder (in the case of the Company) in accordance with the provisions of this paragraph.

10.           Amendment and Waiver.  Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holders representing a majority of the Warrant Shares obtainable upon exercise of the then-outstanding Warrants.

11.           Descriptive Headings; Governing Law

11.1           The descriptive headings of the several Sections of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.

11.2           All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

12.           Warrant Register.  The Company shall maintain at its principal executive office books for the registration and the registration of transfer of this Warrant.  The Company may deem and treat the Registered Holder as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes and shall not be affected by any notice to the contrary.

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13.           Fractions of Shares. The Company may, but shall not be required, to issue a fraction of a Warrant Share upon the exercise of this Warrant in whole or in part.  As to any fraction of a share which the Company elects not to issue, the Company shall make a cash payment in respect of such fraction in an amount equal to the same fraction of the Fair Market Value of a Warrant Share on the date of such exercise.

14.           Attorneys’ Fees.  If any action, suit, arbitration or other proceeding is instituted to remedy, prevent or obtain relief from a default in the performance by any party to this Warrant of its obligations under this Warrant, the prevailing party shall recover all of such party’s attorneys’ fees incurred in each and every such action, suit, arbitration or other proceeding, including any and all appeals or petitions therefrom.  As used in this Section, attorneys’ fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to “reasonable attorneys’ fees” as defined in any statute or rule of court.

* * * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officer and to be dated as of the Date of Issuance hereof.

ORGANIC ALLIANCE, INC.

By:  _____________________                                                 

        Parker Booth, CEO

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EXHIBIT I

EXERCISE AGREEMENT

To:

Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant (Certificate No. W-____), hereby subscribes for the purchase of ______ Warrant Shares covered by such Warrant and makes payment herewith in full therefor at the price per share provided by such Warrant.  Please issue the Warrant Shares in the following names and amounts:

Name		Number of Warrant Shares
	Signature	_______________________________
	Address	_______________________________
		_______________________________

Exhibit I-1

EXHIBIT II

ASSIGNMENT

FOR VALUE RECEIVED, _____________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (Certificate No. W _____) with respect to the number of the Warrant Shares covered thereby set forth below, unto:

Name of Assignee	Address		No. of Shares
Signature		_______________________________
Witness		_______________________________

The Assignee agrees to be bound by the terms of the Warrant.

Signature	_______________________________
Witness	_______________________________

Exhibit I-2

EX-10.5

Exhibit 10.05

Common Stock Purchase Warrant

THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES AND THE SECURITIES ISSUED UPON EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED, NOR MAY THIS WARRANT BE EXERCISED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.

COMMON STOCK PURCHASE WARRANT

Date of Issuance: January __, 2011 Certificate No. WA-1

For value received, ORGANIC ALLIANCE, INC., a Nevada corporation (the “Company”), hereby grants to THREAD MASTER GP LLC, a California limited liability company (“TMGP”), or its permitted transferees and assigns, the right to purchase from the Company a total of 9,047,085 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a price per share of $0.01 (as may be adjusted as provided herein, the “Exercise Price”).  The Exercise Price and number of Warrant Shares (and the amount and kind of other securities) for which this Warrant is exercisable shall be subject to adjustment as provided in Section 2 hereof.  This Warrant is being issued in connection with the Loan Agreement between TMGP and the Company, dated as of the date hereof (the “Loan Agreement”).  Certain capitalized terms used herein are defined in Section 4 hereof.

This Warrant is subject to the following provisions:

1. Exercise of Warrant

1.1 Terms of Warrant; Exercise Period.

1.1.1  Subject to the terms of this Agreement, the Registered Holder shall have the right, commencing on the date hereof and expiring on the three-year anniversary hereof  (the “Expiration Date”), to exercise this Warrant, from time to time and in whole or in part, and receive from the Company the number of Warrant Shares which the Registered Holder may at the time be entitled to receive on exercise of this Warrant and payment of the Exercise Price then in effect for the Warrant Shares.  To the extent not exercised prior to the Expiration Date, this Warrant shall become void and all rights thereunder and all rights in respect thereof under this Warrant shall cease as of such time.

1.1.2           This Warrant may be exercised by the Registered Holder, in whole or in part, by surrendering to the Company this Warrant accompanied by the Exercise Agreement attached hereto duly executed, and payment of the aggregate Exercise Price for the Warrant Shares so purchased (the “Aggregate Exercise Price”).  Payment of the Aggregate Exercise Price shall be made either (I) by a check payable to the Company in an amount equal to the AggregateExercise Price, (II) by the surrender to the Company of shares of Common Stock of the Company having a Fair Market Value equal to the Aggregate Exercise Price, or (III) as provided in Section 1.2 below.

1.2           Net Issue Exercise.  In lieu of the payment methods set forth in Section 1.1.2 above, the Registered Holder may elect to exchange all or some of this Warrant for Warrant Shares equal to the value of the amount of the Warrant being exchanged on the date of exchange (a “Net Issue Exercise”).  If the Registered Holder elects to exchange this Warrant as provided in this Section 1.1.2, Registered Holder shall tender to the Company this Warrant, along with written notice of Registered Holder’s election to exchange some or all of this Warrant (the “Net Issue Notice”), and the Company shall issue to Registered Holder the number of Warrant Shares computed using the following formula:

X =	Y (A-B)
	A
Where:   X =		the number of Warrant Shares to be issued to Registered Holder.
Y =		the number of Warrant Shares subject to this Warrant in respect of which the net issue election is made (i.e., the right to exercise is being surrendered) pursuant to this Section 1.2
A =		the Fair Market Value of one Warrant Share.
B =		the Exercise Price

Upon any Net Issue Exercise, the Company will cause to be delivered to the Company’s transfer agent an opinion of counsel that the holding period under Rule 144 with respect to any Warrant Shares issued to Registered Holder as a result of such Net Issue Exercise commenced as of the Date of Issuance of this Warrant, provided that the provisions of Rule 144 in effect at the time of such exercise support such an opinion.

1.3           Exercise Procedure

1.3.1           This Warrant shall be deemed to have been exercised at the close of business on the date the Company is in receipt of this Warrant and either (a) a completed Exercise Agreement and payment of the Aggregate Exercise Price, or (b) a completed Net Issue Notice (the “Exercise Time”).

1.3.2           Certificates for Warrant Shares purchased upon exercise of this Warrant shall be delivered by the Company to the Registered Holder within three business days after the Exercise Time.  Unless this Warrant has expired or all of the purchase rights represented hereby have been exercised, the Company shall prepare a new Warrant, substantially identical hereto, representing the rights formerly represented by this Warrant that have not expired or been exercised and shall, within such three-day period, deliver such new Warrant to the Person designated for delivery in the Exercise Agreement or the Net Issue Notice, as applicable (or, if no Person is designated, to the Registered Holder).

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1.3.3           The Warrant Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Registered Holder at the Exercise Time, and the Registered Holder shall be deemed for all purposes to have become the record holder of such Warrant Shares at the Exercise Time.

1.3.4           The Company shall not close its books against the transfer of this Warrant or of any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which interferes with the timely exercise of this Warrant.

1.3.5           The Company shall make any governmental filings or obtain any governmental approvals required to be made or obtained by it in connection with the exercise of this Warrant by the Registered Holder.

1.3.6           The Company shall at all times reserve and keep available out of its authorized but unissued capital stock, solely for the purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares issuable upon the exercise of this Warrant.  All Warrant Shares that are so issuable shall, when issued and upon the payment of the Exercise Price therefor, be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges.  The Company shall take all such actions as may be necessary to assure that all such Warrant Shares may be so issued without violation by the Company of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which securities of the Company may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

1.4           Exercise Agreement.  Upon any exercise of this Warrant (other than a Net Issue Exercise), the Registered Holder shall deliver an Exercise Agreement in the form set forth in Exhibit I hereto, except that if the Warrant Shares are not to be issued in the name of the Person in whose name this Warrant is registered, the Exercise Agreement shall also state the name of the Person to whom the certificates for the Warrant Shares are to be issued, and if the number of Warrant Shares to be issued does not include all the Warrant Shares purchasable hereunder, it shall also state the name of the Person to whom a new Warrant for the unexercised portion of the rights hereunder is to be issued.

2.           Adjustment of Exercise Price and Number of Shares; Share Issuance Limitation.  In order to prevent dilution of the rights granted under this Warrant, the Exercise Price shall be subject to adjustment from time to time as provided in this Section 2, and the number of Warrant Shares obtainable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

2.1           Reorganization, Reclassification, Consolidation, Merger or Sale.  In case of any reclassification, capital reorganization, consolidation, merger, sale of all or substantially all of the Company’s assets to another Person or any other change in the Common Stock of the Company, other than as a result of a subdivision, combination, or stock dividend provided for in Section 2.2 below (any of which, a “Change Event”), then, as a condition of such Change Event, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Registered Holder, so that the Registered Holder shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon the exercise of this Warrant (subject to adjustment of the Exercise Price as provided in Section 2), the kind and amount of shares of stock and other securities and property receivable in connection with such Change Event by a holder of the same number of Warrant Shares as were purchasable by the Registered Holder immediately prior to such Change Event.  In any such case appropriate provisions shall be made with respect to the rights and interest of the Registered Holder so that the provisions hereof shall thereafter be applicable with respect to any shares of stock or other securities and property deliverable upon exercise hereof, and appropriate adjustments shall be made to the purchase price per share payable hereunder, provided the aggregate purchase price shall remain the same.

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2.2           Subdivisions, Combinations and Other Issuances.  If the Company shall at any time prior to the expiration of this Warrant (i) subdivide its Common Stock, by split up or otherwise, or combine its Common Stock, or (ii) issue additional shares of its Common Stock or other Equity Securities as a dividend with respect to any shares of its Common Stock, the number of shares of Common Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision of stock, or proportionately decreased in the case of a combination.  Appropriate adjustments shall also be made to the purchase price payable per share (except in the case of a reverse stock split, in which case the Exercise Price shall remain unchanged), but the aggregate purchase price payable for the total number of Warrant Shares purchasable under this Warrant (as adjusted) shall remain the same (except in the case of a reverse stock split).  Any adjustment under this Section 2.2 shall become effective at the close of business on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that no record date is fixed, upon the making of such dividend.

2.3           Issuance of New Warrant.  Upon the occurrence of any of the events listed in this Section 2 that results in an adjustment of the Exercise Price or the number Warrant Shares, the Registered Holder shall have the right to receive a new warrant reflecting such adjustment upon the Registered Holder tendering this Warrant in exchange.  The new warrant shall otherwise have terms identical to this Warrant.

2.4           Notices

2.4.1           The Company shall give written notice to the Registered Holder of this Warrant at least 15 days prior to the date on which the Company closes its books or takes a record for determining rights to vote with respect to any event described in this Section 2 or any dissolution or liquidation.

2.4.2           The Company shall also give written notice to the Registered Holder of this Warrant at least 10 days prior to the date on which any event described in this Section 2 or any dissolution or liquidation shall take place.

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2.5           Share Issuance Limitation.   Until the earlier of the Expiration Date or the date on which this Warrant is exercised in full, the Company shall not, without first obtaining the written consent of the Registered Holder, in one or more related transactions, issue a number of shares of Common Stock (including securities convertible into or exercisable for Common Stock) equal to more than 20% of the number of shares of Common Stock outstanding before such issuance(s) of securities.

3.           Registration Rights

3.1           Demand Registration

3.1.1           In case the Company shall receive from the Registered Holder a written request that the Company effect a registration with respect to the resale by the Registered Holder of its Registrable Securities having a net aggregate offering price of at least $500,000 (based on the then Fair Market Value), the Company will as soon as practicable, effect such Registration (including, without limitation, but subject to the limitations set forth herein, appropriate qualification under applicable state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution by the Registered Holder of all or such portion of such Registrable Securities as are specified in such request.  The Registration Statement covering the resale of all of the Registrable Securities shall be filed for an offering to be made on a continuous basis pursuant to Rule 415.  The Registration Statement required hereunder shall be on Form S-1 (or such other form as may be appropriate).

3.1.2           The Company shall prepare and file with the SEC such amendments and supplements to the Registration Statement filed under this Section 3.1.1 as may be reasonably necessary to keep such Registration Statement effective until all Registrable Securities have been sold pursuant to such Registration Statement or pursuant to Rule 144.  The Company shall comply with the provisions of the Act with respect to the disposition of all Registrable Securities covered by such Registration Statement during such period in accordance with the intended methods of disposition by the Holders as set forth in such Registration Statement.

3.1.3           The right of the Registered Holder to demand that the Registrable Securities be registered for resale may only be exercised once.

3.1.4           The Company shall not be required to effect a demand registration during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of filing of, and ending on the date ninety (90) days following the effective date of, a Company-initiated Registration Statement that is subject to Section 3.2 below, provided that the Company is actively employing in good faith its reasonable best efforts to cause such Registration Statement to become effective.

3.1.5           The Company may defer taking any action to effect a Registration pursuant to Section 3.1 if the Company furnishes to the Holders of Registrable Securities to be included in the requested Registration a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be materially detrimental to the Company and its stockholders for the requested registration to be effected (or to remain effective for the period for which the subject registration statement would otherwise be required to remain effective) because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, or (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential.  The Company shall have the right to defer taking action with respect to the requested Registration pursuant to this Section 3.1 for a period of not more than ninety (90) days after receipt of the Registration request under Section 3.1.

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3.1.6           In connection with any offering under this Section 3.1 involving an underwriting that is requested by the Holders of Registrable Securities, the Company shall be required to include Registrable Securities only in such quantity as will not, in the good faith opinion of the underwriters, jeopardize the success of the offering.  If, in the opinion of the managing underwriter, the registration of all, or part of, the Registrable Securities that the Holders of Registrable Securities have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Securities that the managing underwriter in good faith believes may be sold without causing such adverse effect.  If the number of Registrable Securiites to be included in the underwriting in accordance with the foregoing is less than the total number of shares that the Holders of Registrable Securities have requested to be included, then the Holders of Registrable Securities who have so requested shall participate in the underwriting pro rata based upon their respective holdings of Registrable Securities.

3.1.7           The Company shall be entitled to include in any Registration Statement referred to in this Section 3.1 shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Securities to be sold.  To the extent that the managing underwriter in any such underwritten public offering requires the exclusion of any securities from such offering, all such excluded securities shall come solely from the shares to be sold by the Company prior to the exclusion of any Registrable Securities.

3.2           Piggyback Registration

3.2.1           If, at any time commencing on the date hereof and expiring on the Expiration Date, the Company proposes to file a Registration Statement (other than under a Registration Statement pursuant to Form S-8 or Form S-4 or successor forms) to register its securities, and all of the Registrable Securities are not then covered by an effective Registration Statement, the Company shall: (A) give written notice by registered mail, at least 20 days prior to the filing of such Registration Statement to the Holders of its intention to do so; and (B) include all Registrable Securities in such Registration Statement with respect to which the Company has received written requests for inclusion therein within 15 days of after delivery of the Company’s notice.

3.2.2           The Company shall have the right at any time after it shall have given written notice pursuant to this Section 3.2 (irrespective of whether a written request for inclusion of any Registration Securities shall have been made) to elect not to file any such Registration Statement, or to withdraw the same after the filing but prior to the effective date thereof.

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3.2.3           If the Registration Statement pursuant to this Section 3.2 relates to a firmly underwritten public offering and the managing underwriter(s) advise the Company in writing that in their opinion the number of securities proposed to be included in the Registration Statement (including the Registrable Securities) exceeds the number of securities which can be sold therein without adversely affecting the marketability of the public offering, the Company will include in such Registration Statement the number of securities requested to be included which in the opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering, pro rata among the respective holders of all securities proposed to be included in the Registration Statement.   In addition, the Company shall not be required to include any Registrable Securities in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon by the Company and the managing underwriters selected by it.

3.3           Covenants of the Company with Respect to Registration.  In connection with each Registration under this Section 3, the Company covenants and agrees as follows:

3.3.1           The Company shall use its commercially reasonable best efforts to have any Registration Statement declared effective at the earliest practicable time.  The Company will promptly notify each Holder of included Registrable Securities and confirm such advice in writing, (A) when such Registration Statement becomes effective, (B) when any post-effective amendment to such Registration Statement becomes effective and (C) of any request by the SEC for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information.

3.3.2           The Company shall furnish to each Holder of included Registrable Securities such number of copies of such Registration Statement and of each such amendment and supplement thereto (in each case including each preliminary prospectus and summary prospectus) in conformity with the requirements of the Act, and such other documents as such Holders may reasonably request in order to facilitate their disposition of the Registrable Securities.

3.3.3           If at any time the SEC should institute or threaten to institute any proceedings for the purpose of issuing a stop order suspending the effectiveness of any Registration Statement, the Company will promptly notify each Registered Holder of Registrable Securities and will use all reasonable efforts to prevent the issuance of any such stop order or to obtain the withdrawal thereof as soon as possible.

3.3.4           The Company will use its good faith reasonable efforts and take all reasonably necessary action which may be required in qualifying or registering the Registrable Securities included in a Registration Statement for offering and sale under the securities or blue sky laws of such states as reasonably are required by the Holders, provided that the Company shall not be obligated to execute or file any general consent to service of process or to qualify as a foreign corporation to do business under the laws of any such jurisdiction.

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3.3.5           The Company shall deliver promptly to each Holder that has included Registrable Securities in a Registration Statement and to the managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all non-privileged memoranda relating to discussions with the SEC or its staff with respect to the Registration Statement.

3.3.6           All expenses incident to the Company’s performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company will be borne by the Company.  In no event shall the Company be obligated to pay any discounts or commissions with respect to the Registrable Shares sold by any Holder.  In connection with each Registration Statement, the Company will reimburse the Holders of included Registrable Securities for the reasonable fees and disbursements of one counsel chosen by the Holders of a majority of the included Registrable Securities.

3.4           Indemnification and Contribution

3.4.1           The Company shall indemnify each Holder of the Registrable Securities included in any Registration Statement, each of its officers, directors and agents (including brokers and underwriters selling Registrable Securities on behalf of the Holder), and each Person, if any, who controls such Holder within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act against all losses, claims, damages, expenses and/or liabilities (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act, any state securities laws or otherwise, arising from such Registration Statement, including, without limitation, any and all losses, claims, damages, expenses and liabilities caused by (I) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or (II) any omission or alleged omission to state in the Registration Statement a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished in writing to Company by the Holder or any other holder of Registrable Securities expressly for use therein.

3.4.2           Prior to the filing of any Registration Statement covering the Registrable Securities, each Holder of the Registrable Securities to be included in such Registration Statement shall severally, and not jointly, indemnify the Company, its officers and directors and each Person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all losses, claims, damages, expenses and/or liabilities (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from written information furnished by such Holder, or their successors or assigns, for specific inclusion in such Registration Statement, except that the maximum amount which may be recovered from each Holder pursuant to this Section 3.4.2 or otherwise shall be limited to the amount of net proceeds received by the Holder from the sale of the Registrable Securities under such Registration Statement.

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3.4.3           In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to this Section 3.4, such Person (an “Indemnified Party”) shall promptly notify the Person against whom such indemnity may be sought (the “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all fees and expenses; provided that the failure of any Indemnified Party so to notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent (and only to the extent that) that the Indemnifying Party is materially prejudiced by such failure to notify.  In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (B) in the reasonable judgment of such Indemnified Party representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties (including in the case of Holder, all of its officers, directors and controlling persons) and that all such fees and expenses shall be reimbursed as they are incurred.  In the case of any such separate firm for the Indemnified Parties, the Indemnified Parties shall designate such firm in writing to the Indemnifying Party.  The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment.  No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.

3.4.4           To the extent any indemnification by an Indemnifying Party is prohibited or limited by law, the Indemnifying Party agrees to make the maximum contribution with respect to any amounts for which, he, she or it would otherwise be liable under this Section 3.4 to the fullest extent permitted by law; provided, however, that (A) no contribution shall be made under circumstances where a party would not have been liable for indemnification under this Section 3.4, and (B) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning used in the Act) shall be entitled to contribution from any party who was not guilty of such fraudulent misrepresentation.

3.5           Miscellaneous.

3.5.1           Nothing contained in this Agreement shall be construed as requiring the Holders to exercise their Warrants prior to the filing of any Registration Statement or the effectiveness thereof.

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3.5.2           Each Holder of Registrable Securities in any Registration Statement shall furnish to the Company such information regarding such Holder, the Registrable Securities held by such Holder, and the distribution proposed by such Holder as the Company may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Warrant.

4.           Definitions.  The following terms have the meanings set forth below:

4.1           “Act” means the Securities Act of 1933, as amended.

4.2            “Equity Securities” means the capital stock of a person or entity and/or any options, warrants, calls, rights, commitments, convertible securities and other securities pursuant to which the holder, directly or indirectly, has the right to acquire (with or without additional consideration) capital stock or equity of such person or entity.

4.3            “Exchange Act” means the Securities Exchange Act of 1934, as amended.

4.4           “Fair Market Value” shall be determined on a per share basis as of the close of the business day preceding the date of exercise, which determination shall be made as follows:  (a) if the Common Stock is listed on a national securities exchange or admitted to unlisted trading privileges on such an exchange, or quoted on either the Nasdaq Global Select Market, Nasdaq Global Market or the Nasdaq Capital Market of the automated quotation service operated by The Nasdaq Stock Market, Inc., the Fair Market Value shall be the last reported sale price of that security on such exchange or system on the day for which the current market price is to be determined or, if no such sale is made on such day, the average of the highest closing bid and lowest asked price for such day on such exchange or system; (b) if the Common Stock is not so listed or quoted or admitted to unlisted trading privileges, the Fair Market Value shall be the average of the last reported highest bid and lowest asked prices quoted on the Nasdaq OTC Bulletin Board, or, if not so quoted, then by the Pink OTC Markets, Inc. on the last business day prior to the day for which the Fair Market Value is to be determined; or (c) if the Common Stock is not so listed or quoted or admitted to unlisted trading privileges and bid and asked prices are not reported, the Fair Market Value shall be determined by the Company’s Board of Directors in its  reasonable, good faith judgment.

4.5            “Holders” means the Registered Holder, and the registered holders of all other Warrants originally issued pursuant the Loan Agreement, and the registered holders of the Registrable Securities.

4.6            “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

4.7            “Registered Holder” means the registered holder of this Warrant.

4.8           “Registrable Securities” means the Warrant Shares and any securities issued with respect to the Warrant Shares pursuant hereto, provided that the Warrant Shares and such other securities shall no longer be Registrable Securities once they have been sold or transferred pursuant to an effective Registration Statement under the Act or pursuant to Rule 144, or may be sold by the Holder pursuant to Rule 144 without volume limitations.

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4.9           “Registration” shall mean a registration of the sale of the Registrable Securities under the Act pursuant to Section 3 of this Agreement.

4.10           “Registration Statement” shall mean the registration statement, as amended from time to time, filed with the SEC in connection with a Registration, and each prospectus that is used in connection with such Registration Statement (including any preliminary prospectus).

4.11           “Rule 144” means Rule 144 of the SEC under the Act.

1.12           “SEC” means the United States Securities and Exchange Commission, or any successor regulatory agency.

4.13           “Warrant” means this Warrant.

4.14           “Warrant Shares” means shares of the Common Stock issuable upon exercise of this Warrant; provided, however, that if there is a change such that the securities issuable upon exercise of this Warrant are issued by a Person other than the Company or there is a change in the class of securities so issuable, then the term “Warrant Shares” shall mean shares of the security issuable upon exercise of the Warrant if such security is issuable in shares, or shall mean the equivalent units in which such security is issuable if such security is not issuable in shares.

5.           No Voting Rights; Limitations of Liability.  This Warrant shall not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company.  No provision hereof, in the absence of affirmative action by the Registered Holder to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Registered Holder shall give rise to any liability of such Registrable Holder for the Exercise Price or as a stockholder of the Company.

6.           Warrant Transferable.  Subject to compliance with applicable securities laws and the terms of this Section 6, this Warrant and all rights hereunder are transferable pursuant hereto, in whole or in part, without charge to the Registered Holder upon surrender of this Warrant with a properly executed Assignment (in the form of Exhibit II hereto), and such other documents as the Company shall reasonably request, at the principal office of the Company.

7.           Warrant Exchangeable for Different Denominations.  This Warrant is exchangeable, upon the surrender hereof by the Registered Holder at the principal office of the Company, for new Warrants of like tenor representing in the aggregate the purchase rights hereunder, and each of such new Warrants shall represent such portion of such rights as is designated by the Registered Holder at the time of such surrender.  The date the Company initially issues this Warrant shall be deemed to be the “Date of Issuance” hereof regardless of the number of times new certificates representing the unexpired and unexercised rights formerly represented by this Warrant shall be issued.  All Warrants representing portions of the rights hereunder are referred to herein as the “Warrants.”

8.           Replacement. Upon receipt of evidence reasonably satisfactory to the Company of the ownership and the loss, theft, destruction or mutilation of any certificate evidencing this Warrant, and in the case of any such loss, theft or destruction, upon receipt of indemnity reasonably satisfactory to the Company, or, in the case of any such mutilation upon surrender of such certificate, the Company shall (at the expense of the Registered Holder) execute and deliver in lieu of such certificate a new certificate of like kind representing the same rights represented by such lost, stolen, destroyed or mutilated certificate and dated the date of such lost, stolen, destroyed or mutilated certificate.

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9.           Notices.  All notices, requests, deliveries, consents and other communications provided for herein shall be in writing and shall be effective upon delivery in person, faxed, or mailed by certified or registered mail, return receipt requested, postage pre-paid, addressed as follows:

If to the Company, to:
	ORGANIC ALLIANCE, INC. 401 Monterey Street, Suite 202 Salinas, CA 93901 Attn:   Parker Booth Fax:   (831) 783-1668
with a copy (which shall not constitute notice) to: Breslow & Walker, LLP 100 Jericho Quadrangle, Suite 230 Jericho, NY 11753 Attn:  Len Breslow Fax:  (516) 822-6544
If to TMGP, to:
THREAD MASTER GP LLC 10880 Wilshire Blvd., Suite 950 Los Angeles, CA 90024 Attn:           Anshuman (Andy) Dube Fax:           (310) 500-2151
with a copy to:
TroyGould PC 1801 Century Park East, Suite 1600 Los Angeles, CA 90067 Facsimile: (310) 789-1426 Attention: Istvan Benko, Esq.

or, in any case, at such other address or addresses as shall have been furnished in writing to the Company (in the case of a Registered Holder) or to the Registered Holder (in the case of the Company) in accordance with the provisions of this paragraph.

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10.           Amendment and Waiver.  Except as otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holders representing a majority of the Warrant Shares obtainable upon exercise of the then-outstanding Warrants.

11.           Descriptive Headings; Governing Law

11.1           The descriptive headings of the several Sections of this Warrant are inserted for convenience only and do not constitute a part of this Warrant.

11.2           All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

12.           Warrant Register.  The Company shall maintain at its principal executive office books for the registration and the registration of transfer of this Warrant.  The Company may deem and treat the Registered Holder as the absolute owner hereof (notwithstanding any notation of ownership or other writing thereon made by anyone) for all purposes and shall not be affected by any notice to the contrary.

13.           Fractions of Shares.  The Company may, but shall not be required, to issue a fraction of a Warrant Share upon the exercise of this Warrant in whole or in part.  As to any fraction of a share which the Company elects not to issue, the Company shall make a cash payment in respect of such fraction in an amount equal to the same fraction of the Fair Market Value of a Warrant Share on the date of such exercise.

14.           Attorneys’ Fees.  If any action, suit, arbitration or other proceeding is instituted to remedy, prevent or obtain relief from a default in the performance by any party to this Warrant of its obligations under this Warrant, the prevailing party shall recover all of such party’s attorneys’ fees incurred in each and every such action, suit, arbitration or other proceeding, including any and all appeals or petitions therefrom.  As used in this Section, attorneys’ fees shall be deemed to mean the full and actual costs of any legal services actually performed in connection with the matters involved calculated on the basis of the usual fee charged by the attorney performing such services and shall not be limited to “reasonable attorneys’ fees” as defined in any statute or rule of court.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and attested by its duly authorized officer and to be dated as of the Date of Issuance hereof.

ORGANIC ALLIANCE, INC.

By:      _______________________                                           

Parker Booth, CEO

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EXHIBIT I

EXERCISE AGREEMENT

To:

Dated:

The undersigned, pursuant to the provisions set forth in the attached Warrant (Certificate No. W-____), hereby subscribes for the purchase of ______ Warrant Shares covered by such Warrant and makes payment herewith in full therefor at the price per share provided by such Warrant.  Please issue the Warrant Shares in the following names and amounts:

Name	Number of Warrant Shares
Signature	________________________
Address	________________________
	________________________

Exhibit I-1

EXHIBIT II

ASSIGNMENT

FOR VALUE RECEIVED, _____________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (Certificate No. W _____) with respect to the number of the Warrant Shares covered thereby set forth below, unto:

Name of Assignee	Address		No. of Shares
Signature		________________________
Witness		________________________

The Assignee agrees to be bound by the terms of the Warrant.

Signature	________________________
Witness	________________________

Exhibit I-2

EX-10.6

Exhibit 10.6

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 18, 2011, by and between Organic Alliance, Inc., a Nevada corporation (“Seller”), and Parker Booth (“Purchaser”).

WHEREAS, Purchaser has provided an interest-bearing loan to Seller in the original principal amount of $228,794, as evidenced by that certain promissory note dated November 1, 2010 (the “Note”);

WHEREAS, as of the date hereof, the total amount due and payable to Seller under the Note is $231,514.44(the “Debt”);

WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, 3,858,574 shares (the “Shares”) of Seller’s common stock, par value $0.0001 (the “Common Stock”), for a purchase price of $0.06 per share.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties, intending to be legally bound, hereby agree as follows:

1.           Purchase and Sale of Shares.  Seller hereby issues, sells, conveys, and transfers the Shares to Purchaser, and Purchaser hereby purchases the Shares from Seller.  As full payment for the Shares, Purchaser hereby cancels the entire Debt.

2.           Representations and Warranties of Seller.  Seller hereby represents and warrants to Purchaser as follows:

(a)           Authority; Binding Obligation.  Seller has the corporate power and authority to enter into this Agreement, to perform Seller’s obligations hereunder, and to consummate the transactions contemplated hereby.  This Agreement constitutes the legal, valid, binding and enforceable obligation of Seller.

(b)           Corporate Power.  The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transaction contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller.

3.           Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to Seller as follows:

(a)           Capacity; Binding Obligation.  Purchaser has the capacity to enter into this Agreement, to perform Purchaser’s obligations hereunder, and to consummate the transaction contemplated hereby.  This Agreement constitutes the legal, valid, binding and enforceable obligation of Purchaser.

(b)           Restricted Securities.  Purchaser understands that (a) the sale of the Shares pursuant to this Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of an exemption from the registration requirements of the Securities Act, (b) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration (and Seller has no present intention of registering any disposition of the Shares), (c) the certificates evidencing the Shares shall bear a legend to such effect, (d) Seller will make a notation on its transfer books to such effect, and (e) Seller may require a legal opinion of the Purchaser’s counsel with respect to unregistered transfers.

(c)           Accredited Investor.  Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(d)           Legend.  Purchaser understands that any certificates evidencing the Shares will bear substantially the following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE STATUTES. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (ii) AN EXEMPTION FROM REGISTRATION EXISTS UNDER THE ACT (OR REGULATIONS PROMULGATED THEREUNDER) AND APPLICABLE STATE SECURITIES LAWS AND SUCH EXEMPTION IS APPLICABLE THERETO.”

(e)           Investment Purposes.  The Shares will be acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the federal or state securities laws, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  Purchaser further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any shares of the Shares.

(f)           Awareness of Seller’s Performance.  Purchaser acknowledges that (i) he has received or has had full access to all the information Purchaser considers necessary or appropriate to make an informed decision with respect to the purchase of the Shares pursuant to this Agreement, and (ii) he has had an opportunity to ask questions and receive answers from Seller regarding Seller’s financial performance and to obtain additional information (to the extent Seller possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Purchaser or to which Purchaser had access.

(g)           Investment Decision.  Purchaser acknowledges that no federal or state agency has made any findings or determination as to the fairness of the terms of this transaction for investment or any recommendations or endorsement of the Shares.  In making an investment decision, Purchaser has relied on his own examination of Seller and the terms of the transaction, including the merits and risks involved.

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4.           Indemnification.

(a)           By Seller.  Seller shall indemnify, defend and hold harmless Purchaser from and against any and all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties, and reasonable attorneys’ fees, disbursements and related charges) (collectively, “Losses”) arising out of or otherwise in respect of any inaccuracy in or breach of any representations, warranties, covenants or agreements of Seller contained in this Agreement.

(b)           By Purchaser.  Purchaser shall indemnify, defend and hold harmless Seller from and against any and all Losses arising out of or otherwise in respect of any inaccuracy in or breach of any representations, warranties, covenants or agreements of Purchaser contained in this Agreement.

5.           Miscellaneous.

(a)           Further Assurances.  Seller and Purchaser shall cooperate fully with each other in connection with the steps required to be taken as part of their respective obligations under this Agreement and shall, at any time and from time-to-time after the date hereof, upon the request of the other, do, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may be reasonably required to satisfy and perform the obligations of such party hereunder.

(b)           Governing Law; Jurisdiction.  The validity, interpretation and effect of this Agreement shall be governed by the laws of the State of California, without giving effect to its principles of conflicts of laws.  All parties hereto hereby consent to the exclusive jurisdiction of all courts in Monterey County, California.

(c)           Expenses.  Each party shall pay such party’s own expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant hereto and the consummation of the transactions contemplated hereby and any other costs and expenses incurred by such party.

(d)           Notices.  Any notice or other communication under this Agreement shall be in writing and shall be considered given when (i) delivered personally, (ii) delivered electronically or by facsimile subject to telephonic or written confirmation of receipt, (iii) one business day after being sent by a major overnight courier for next business day delivery, or (iv) five days after being mailed by registered air mail, to the parties at such address as a party may specify from time to time.

(e)           Entire Agreement; Amendment; Waiver.  This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and supersedes all other understandings and negotiations with respect to such subject matter.  Neither party has been induced to enter into this Agreement by, nor is either party relying upon, any representation or warranty other than those expressly set forth in this Agreement.  This Agreement may be amended only in a writing signed by each party.  Any provision of this Agreement may be waived only in a writing, which writing may be signed only by the party granting such waiver.

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(f)           Severability; Interpretation.  In the event that any provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be ineffective as to such jurisdiction to the extent of such invalidity, illegality or unenforceability without invalidating or affecting the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(g)           No Third-Party Beneficiaries; Assignment.  This Agreement is for the sole benefit of the parties hereto, and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns, any legal or equitable rights hereunder.  Neither this Agreement nor any of the rights and obligations of the parties hereunder may be assigned or delegated by either party hereto without the prior written consent of the other party, which consent will not be unreasonably withheld.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

(h)           Counterparts.  This Agreement may be executed in any number of counterparts (which may be delivered by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(i)           Survival.  The representations, warranties, covenants and agreements of Seller and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the transaction contemplated hereby.

[Signatures Follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Organic Alliance, Inc.

By:____________________________

Name:__________________________

Title:___________________________

________________________

Parker Booth

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EX-10.7

Exhibit 10.7

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (this “Agreement”), dated as of February 18, 2011, by and between Organic Alliance, Inc., a Nevada corporation (“Seller”), and Michael Rosenthal (“Purchaser”).

WHEREAS, Purchaser has provided an interest-bearing loan to Seller in the original principal amount of $55,902, as evidenced by that certain promissory note dated November 1, 2010 (the “Note”);

WHEREAS, as of the date hereof, the total amount due and payable to Seller under the Note is $57,878.58(the “Debt”);

WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, 964,643 shares (the “Shares”) of Seller’s common stock, par value $0.0001 (the “Common Stock”), for a purchase price of $0.06per share.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties, intending to be legally bound, hereby agree as follows:

6.           Purchase and Sale of Shares.  Seller hereby issues, sells, conveys, and transfers the Shares to Purchaser, and Purchaser hereby purchases the Shares from Seller.  As full payment for the Shares, Purchaser hereby cancels the entire Debt.

7.           Representations and Warranties of Seller.  Seller hereby represents and warrants to Purchaser as follows:

(a)           Authority; Binding Obligation.  Seller has the corporate power and authority to enter into this Agreement, to perform Seller’s obligations hereunder, and to consummate the transactions contemplated hereby.  This Agreement constitutes the legal, valid, binding and enforceable obligation of Seller.

(b)           Corporate Power.  The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transaction contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Seller.

8.           Representations and Warranties of Purchaser.  Purchaser hereby represents and warrants to Seller as follows:

(a)           Capacity; Binding Obligation.  Purchaser has the capacity to enter into this Agreement, to perform Purchaser’s obligations hereunder, and to consummate the transaction contemplated hereby.  This Agreement constitutes the legal, valid, binding and enforceable obligation of Purchaser.

(b)           Restricted Securities.  Purchaser understands that (e) the sale of the Shares pursuant to this Agreement has not been registered under the Securities Act of 1933, as amended (the “Securities Act”) by reason of an exemption from the registration requirements of the Securities Act, (f) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration (and Seller has no present intention of registering any disposition of the Shares), (g) the certificates evidencing the Shares shall bear a legend to such effect, (h) Seller will make a notation on its transfer books to such effect, and (e) Seller may require a legal opinion of the Purchaser’s counsel with respect to unregistered transfers.

(c)           Accredited Investor.  Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

(d)           Legend.  Purchaser understands that any certificates evidencing the Shares will bear substantially the following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE STATUTES. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF UNLESS (i) A REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO OR (ii) AN EXEMPTION FROM REGISTRATION EXISTS UNDER THE ACT (OR REGULATIONS PROMULGATED THEREUNDER) AND APPLICABLE STATE SECURITIES LAWS AND SUCH EXEMPTION IS APPLICABLE THERETO.”

(e)           Investment Purposes.  The Shares will be acquired for investment for Purchaser’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof within the meaning of the federal or state securities laws, and Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.  Purchaser further represents that he does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any shares of the Shares.

(f)           Awareness of Seller’s Performance.  Purchaser acknowledges that (i) he has received or has had full access to all the information Purchaser considers necessary or appropriate to make an informed decision with respect to the purchase of the Shares pursuant to this Agreement, and (ii) he has had an opportunity to ask questions and receive answers from Seller regarding Seller’s financial performance and to obtain additional information (to the extent Seller possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Purchaser or to which Purchaser had access.

(g)           Investment Decision.  Purchaser acknowledges that no federal or state agency has made any findings or determination as to the fairness of the terms of this transaction for investment or any recommendations or endorsement of the Shares.  In making an investment decision, Purchaser has relied on his own examination of Seller and the terms of the transaction, including the merits and risks involved.

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9.           Indemnification.

(a)           By Seller.  Seller shall indemnify, defend and hold harmless Purchaser from and against any and all losses, liabilities, damages, deficiencies, costs or expenses (including interest, penalties, and reasonable attorneys’ fees, disbursements and related charges) (collectively, “Losses”) arising out of or otherwise in respect of any inaccuracy in or breach of any representations, warranties, covenants or agreements of Seller contained in this Agreement.

(b)           By Purchaser.  Purchaser shall indemnify, defend and hold harmless Seller from and against any and all Losses arising out of or otherwise in respect of any inaccuracy in or breach of any representations, warranties, covenants or agreements of Purchaser contained in this Agreement.

10.           Miscellaneous.

(a)           Further Assurances.  Seller and Purchaser shall cooperate fully with each other in connection with the steps required to be taken as part of their respective obligations under this Agreement and shall, at any time and from time-to-time after the date hereof, upon the request of the other, do, execute, acknowledge and deliver all such further acts, deeds, assignments, transfers, conveyances, powers of attorney, receipts, acknowledgments, acceptances and assurances as may be reasonably required to satisfy and perform the obligations of such party hereunder.

(b)           Governing Law; Jurisdiction.  The validity, interpretation and effect of this Agreement shall be governed by the laws of the State of California, without giving effect to its principles of conflicts of laws.  All parties hereto hereby consent to the exclusive jurisdiction of all courts in Monterey County, California.

(c)           Expenses.  Each party shall pay such party’s own expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant hereto and the consummation of the transactions contemplated hereby and any other costs and expenses incurred by such party.

(d)           Notices.  Any notice or other communication under this Agreement shall be in writing and shall be considered given when (i) delivered personally, (ii) delivered electronically or by facsimile subject to telephonic or written confirmation of receipt, (iii) one business day after being sent by a major overnight courier for next business day delivery, or (iv) five days after being mailed by registered air mail, to the parties at such address as a party may specify from time to time.

(e)           Entire Agreement; Amendment; Waiver.  This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, and supersedes all other understandings and negotiations with respect to such subject matter.  Neither party has been induced to enter into this Agreement by, nor is either party relying upon, any representation or warranty other than those expressly set forth in this Agreement.  This Agreement may be amended only in a writing signed by each party.  Any provision of this Agreement may be waived only in a writing, which writing may be signed only by the party granting such waiver.

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(f)           Severability; Interpretation.  In the event that any provision contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any jurisdiction, such provision shall be ineffective as to such jurisdiction to the extent of such invalidity, illegality or unenforceability without invalidating or affecting the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(g)           No Third-Party Beneficiaries; Assignment.  This Agreement is for the sole benefit of the parties hereto, and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns, any legal or equitable rights hereunder.  Neither this Agreement nor any of the rights and obligations of the parties hereunder may be assigned or delegated by either party hereto without the prior written consent of the other party, which consent will not be unreasonably withheld.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

(h)           Counterparts.  This Agreement may be executed in any number of counterparts (which may be delivered by facsimile), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(i)           Survival.  The representations, warranties, covenants and agreements of Seller and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the transaction contemplated hereby.

[Signatures Follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Organic Alliance, Inc.

By: _________________________

Name: _______________________

Title: ________________________

_____________________________

Michael Rosenthal

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EX-10.8

Exhibit 10.8

Summit Trading, Ltd.

March 11, 2011

ORGANIC ALLIANCE, INC.

401 Monterey St., Suite 202

Salinas, CA 93901

Attention: Parker Booth, CEO

Dear Parker:

Reference is made to that certain Consulting Agreement, by and between Summit Trading Limited (the "Consultant") and Organic Alliance, Inc. (the "Company"), effective August 2, 2010, a copy of which is attached hereto as Exhibit A (the "Consulting Agreement").

1. The First paragraph of Section 5 of the Consulting Agreement is hereby amended and restated in its entirety to read as follows:

In consideration for all services performed by the Consultant under this Agreement, the Company agrees to issue to the Consultant that number of shares (the "Shares") of the Company's common stock (the "Common Stock") equal to 25% of the number of shares of Common Stock issued and outstanding on August 1, 2011 (the "Determination Date"). The Company will issue 695,930 of the Shares to the Consultant promptly following the execution and delivery of this Agreement, and the balance of any and all Shares shall be remitted to the Consultant hereunder within Ten (10) business days following the Determination Date.

2.All other existing terms and conditions of the Agreement, unless expressly amended or modified by this Amendment or other writing by and between the Consultant and the Company, shall remain in full force and effect.

3.Consultant hereby waives any and all defaults under the Consulting Agreement existing on or prior to the date hereof, including, without limitation, failure to issue preferred stock.

Sincerely,

SUMMIT TRADING LIMITED

By: /s/ Richard Fixaris

Richard Fixaris,

Attorney-in-fact

AGREED AND ACCEPTED:

Organic Alliance, Inc.

By:___________________________

Parker Booth, CEO

Charlotte House Charlotte Street Nassau, Bahamas

Mailing address: 120 Flagler Avenue, New Smyrna Beach, Florida 32169

Exhibit A

Consulting Agreement

CONSULTING AGREEMENT

THIS AGREEMENT is between ORGANIC ALLIANCE, INC. a California corporation, (hereinafter referred to as the "Company") whose address is 401 Monterey St., Suite 202, Salinas, CA 93901; and, SUMMIT TRADING LIMITED, an international corporation, whose address is 120 Flagler Avenue, New Smyrna Beach, FL 32169 (hereinafter referred to as the "Consultant").

WHEREAS, the Consultant is in the business of assisting public companies in financial advisory, strategic business planning, and investor and public relations services designed to make the investing public knowledgeable about the benefits of stock ownership in the Company; and

WHEREAS, the Consultant may, during the period of time covered by this Agreement, present to the Company one or more plans of public and investor relations to utilize other business entities to achieve the Company's goals of making the investing public knowledgeable about the benefits of stock ownership in the Company; bring potential funding sources and/or potential business contacts/strategic partners; recommend potential business strategies; and

WHEREAS, the Company recognizes that the Consultant is not in the business of stock brokerage, investment advice, activities which require registration under either the Securities Act of 1933 (hereinafter "the Act") or the Securities and Exchange Act of 1934 (hereinafter "the Exchange Act"), underwriting, banking, is not an insurance Company, nor does it offer services to the Company which may require regulation under federal or state securities laws; and

WHEREAS, the parties agree, after having a complete understanding of the services desired and the services to be provided, that the Company desires to retain Consultant to provide such assistance through its services for the Company, and the Consultant is willing to provide such services to the Company;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.  Duties and Involvement.

The Company hereby engages Consultant to provide one or more plans (the "Plan"), and for coordination in executing the agreed-upon plan, for using various business services as agreed by both parties. The plans may include, but not by way of limitation, the following services: consulting with the Company's management concerning marketing surveys, investor accreditation, availability to expand investor base, investor support, strategic business planning, broker relations, attendance at conventions and trade shows, consulting of mergers with companies, review and assistance in updating a business plan, review and advise on the capital structure for the Company, propose legal counsel, assist in the development of an acquisition profile and structure, recommend financing alternatives and sources, and consult on corporate finance and/or investment banking issues.

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2.  Relationship Among the Parties.

Consultant acknowledges that it is not an officer, director or agent of the Company, it is not, and will not, be responsible for any management decisions on behalf of the Company, and may not commit the Company to any action. The Company represents that the consultant does not have, through stock ownership or otherwise, the power neither to control the Company, nor to exercise any dominating influences over its management.

Consultant understands and acknowledges that this Agreement shall not create or imply any agency relationship among the parties, and Consultant will not commit the Company in any manner except when a commitment has been specifically authorized in writing by the Company. The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.

3.   Effective Date, Term and Termination.

This Agreement shall be effective on August 2, 2010 and will continue until August 1, 2011,. This one-year Agreement can be modified only if mutually agreeable and in writing.

4.  Option to Renew and Extend.

Company may renew this Agreement by providing written notice to Consultant by negotiating new terms at any time prior to the expiration hereof.

5.  Compensation and Payment of Expenses.

The Company agrees to pay the Consultant with Convertible Preferred Stock("CPS") which at the Final Determination Date("FDD") will be converted into Common Shares equal to 25% of the then outstanding Common Shares of the Company. The FDD is the earlier of the disposition by the Consultant of all of the CPS (or the underlying Common Shares) or one year from the date hereof. If the Consultant disposes of a portion of the CPS (or the underlying Common Shares) prior to the FDD, the number of Common Shares to be apportioned to the CPS being disposed of would equal the ratio of the CPS being disposed of to the total CPS times(x) (the total number of Common Shares then outstanding times (x) 25%). At the FDD, the Common Shares to be received upon conversion of the CPS as defined above will be reduced by any interim dispositions. The Consultant can not dispose of CPS but only the underlying Common Stock as described above. The CPS or the underlying Common Stock described above is the total and complete consideration for the services to be provided by the Consultant to the Company. The convertible preferred shall be issued and delivered to the Consultant upon execution of this Agreement and deemed earned. Additionally, the consent of the Board of Directors will be attached.

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Company shall have no other obligation to Consultant for payment, excepting the obligation for additional compensation as contained herein.

Company agrees to pay for all costs and expenses incurred associated with its employees' working with Consultant and its representatives, including lodging, meals and travel as necessary. Company agrees to pay the costs of printing, due diligence shows, email, radio, television and other outside services that it approves in conjunction with Consultant.

6.   Investment Representation.

i. The Company represents and warrants that it has provided Consultant, with access to all information available to the Company concerning its condition, financial and otherwise, its management, its business and its prospects. The Company represents that it has provided Consultant, with all copies of the Company's filings for the prior twelve (12) months, if any, (the "Disclosure Documents") made under the rules and regulations promulgated under the Act, as amended, or the Exchange Act, as amended. Consultant, acknowledges that the acquisition of the securities to be issued to Consultant, involves a high degree of risk. Consultant, represents that it and its advisors have been afforded the opportunity to discuss the Company with its management. The Company represents that it has and will continue to provide Consultant, with any information or documentation necessary to verify the accuracy of the information contained in the Disclosure Documents, and will promptly notify Consultant, upon the filing or any registration statement or other periodic reporting documents filed pursuant to the Act or the Exchange Act. This information will include DTC sheets, which shall be provided to Consultant, no less than every two (2) weeks. The Company hereby represents that it does not currently have any of its securities in registration.

ii. Consultant, represents that neither it nor its officers, directors, or employees has been or not subject to any disciplinary action by either the National Association of Securities Dealers or the Securities and Exchange Commission by virtue of any violations of their rules and regulations and that to the best of its knowledge neither is its affiliates nor subcontractors subject to any such disciplinary action.

iii. If required by United States law or regulation, Consultant will take necessary steps to prepare and file any necessary forms to comply with the transfer of the shares of stock from Company to Consultant, including, if required, form 13(d).

iv. Should the Company raise money either through a debt offering or an equity offering, the Company must give Consultant prior notification.

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v. Consultant, at its own option, may attend any meeting of the Board of Directors. In addition, Consultant may request to have the right to appoint a member of the Board of Directors.

7.  Issuance of and Registration of Securities and Liquidated Damages.

The Company hereby acknowledges that time is of the essence with respect to the issuance of the underlying Common Shares and the removal of the 144 restriction legend from such shares. The Company further agrees to use its reasonable best efforts to accomplish such ends so long as any such request is permissible under the relevant Federal and/or State statutes, rules or regulations ( a "Legal Request"). If the Consultant makes such a LEGAL Request and the Company does not use its reasonable best efforts and fails to issue the Common Shares or remove the 144 restriction legend when requested (the "Requested Transaction") within 30 days of such request, then the Company agrees to issue an additional 10% in Common Shares of the Requested Transaction for each additional 30 day delay in complying with such Legal Request.

Consultant understands and acknowledges that the shares of common stock are being acquired by Consultant for its own account, and not on behalf of any other person, and are being acquired for investment purposes and not for distribution. Consultant represents that the common stock will be a suitable investment for Consultant taking into consideration the restrictions on transferability affecting the common stock.

The Company will undertake to comply with the appropriate state securities laws. The Company undertakes that, if and when it files a registration statement relating to the shares described above, it will make such registration statement available for review and comment on a timely basis prior to its filing.

Company warrants to Consultant that it has complied with all corporate and legal requirements to issue said stock to Consultant including but not by way of limitations, directors' approval of said issuance. Company will provide Consultant after signing of this agreement a letter from its counsel that all such actions have been taken and a certified copy of any necessary resolutions to affect said change.

8.  Services Not Exclusive.

Consultant shall devote such of its time and effort necessary to the discharge of its duties hereunder. The Company acknowledges that Consultant is engaged in other business activities, and that it will continue such activities during the term of this Agreement. Consultant shall not be restricted from engaging in other business activities during the term of this Agreement.

9.  Confidentiality.

Consultant acknowledges that it may have access to confidential information regarding the Company and its business. Consultant agrees that it will not, during or subsequent to the term of this Agreement, divulge, furnish or make accessible to any person (other than with the written permission of the Company) any knowledge or information or plans of the Company with respect to the Company or its business, including, but not by way of limitation, the products of the Company, whether in the concept or development stage, or being marketed by the Company on the effective date of this Agreement or during the term hereof.

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10.  Covenant Not to Compete.

During the term of this Agreement, Consultant warrants, represents and agrees that it will not directly participate in the information developed for and by the Company, and will not compete directly with the Company in the Company's primary industry or related fields.

11.  Indemnification.

Company agrees to indemnify and hold harmless the Consultant and its respective agents and employees, against any losses, claims, damages or liabilities, joint or several, to which either party, or any such other person, may become subject, insofar as such losses, claims, damages or liabilities (or actions, suits or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, any preliminary prospectus, the prospectus, or any amendment or supplement thereto; or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; and will reimburse the Consultant, or any such other person, for any legal or other expenses reasonably incurred by the Consultant, or any such other person, in connection with investigation or defending any such loss, claim, damage, liability, or action, suit or proceeding.

12.  "Piggyback Registration ".

If the Company proposes to register any equity securities under the Securities Act for sale to the public for cash, whether for its own account or for the account of other security holders, or both, on each such occasion the Company will give written notice to Consultant, no less than fifteen (15) business days prior to the anticipated filing date, of its intention to do so. Upon the written request of Consultant, received by the Company no later than the tenth (10 ) business day after receipt by the Consultant of the notice sent by the Company, to register, on the terms and conditions as the securities otherwise being sold pursuant to such registration, any of its registrable securities (which request shall state the intended method of disposition thereof), the Company will cause the registerable securities as to which registration shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Company, on the same terms and conditions as any similar securities included therein, all to the extent requisite to permit the sale or other disposition by the Consultant (in accordance with its written request) of such registerable securities so registered; provided, however, that the Company is not required to include — though it may include-in such registration statement shares of the Consultant in an amount not to exceed 50% of the registration statement before Consultant's "Piggy back". The Company may , at any time prior to the effectiveness of any such registration statement and in its sole discretion, abandon the proposed offering.

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13.  Miscellaneous Provisions

Section a   Time. Time is of the essence of this Agreement.

Section b   Presumption. This Agreement or any section thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said party.

Section c   Computation of Time. In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall begin to run on the next day which is not a Saturday, Sunday or a legal holiday, in which event the period shall run until the end of the next day thereafter which is not a Saturday, Sunday or legal holiday.

Section d   Titles and Captions. All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context nor affect the interpretation of this Agreement.

Section e   Pronouns and Plurals. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the Person or Persons may require.

Section f    Further Action. The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section g    Good Faith, Cooperation and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.

Section h   Savings Clause. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

Section i   Assignment. This Agreement may be assigned by the Consultant without the Company's consent and shall be binding upon any successors thereto.

Section j   Arbitration.

i. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules including the Emergency Interim Relief Procedures, and judgment on the award rendered by a single arbitrator may be entered in any court having jurisdiction thereof.

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ii. Any provisional remedy, which would be available from a court of law, shall be available to the parties to this Agreement from the Arbitrator pending arbitration.

iii. The situs of the arbitration shall be Miami, Florida.

iv. In the event that a dispute results in arbitration, the parties agree that the prevailing party shall be entitled to reasonable attorney's fees to be fixed by the arbitrator.

Section k   Notices. All notices required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been duly given upon delivery, personally or by courier (such as Federal Express or similar express delivery service), addressed to the attention of the officer at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten (10) days' written notice, to the other party.

Section l   Governing law. The Agreement shall be construed by and enforced in accordance with the laws of the State of .Nevada

Section m   Entire agreement. This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed by all parties.

Section n   Waiver. A delay or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute a waiver of that or any other right.

Section o   Counterparts. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement, in the event that the document is signed by one party and faxed to another the parties agree that a faxed signature shall be binding upon the parties to this agreement as though the signature was an original.

Section p   Successors. The provisions of this Agreement shall be binding upon all parties, their successors and assigns.

Section q   Counsel. The parties expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable opportunity to do so.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement to be effective as of the day and year provided herein.

CONSULTANT:

SUMMIT TRADING LIMITED

By:________________________

Richard J. Fixaris, Attorney-in-fact

COMPANY:

ORGANIC ALLIANCE, INC.

By:________________________

Parker Booth, CEO

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