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                                                                    EXHIBIT 10.8

                                      LEASE

This Lease is entered into on JULY 7, 1998, between SEVEN J STOCK FARM, INC.
("Landlord"), a Texas Corporation, and TRINITY VALLEY PECAN CAMPANY ("Tenant").

                      ARTICLE I. DEMISE OF LEASED PREMISES

     Section 1.01. In consideration of the mutual covenants and agreements of
this lease, and other good and valuable consideration, Landlord demises and
leases to Tenant--and Tenant leases from Landlord--the Premises situated in
Houston County, Texas. The Premises are more particularly described in Exhibit
"A:, attached to this lease, and are referred to as "the Premises" or "the
Leased Premises."

Tenant is to have and to hold the Premises, together with all rights,
privileges, easements, appurtenances, and immunities belonging to or in any way
appertaining to them, including abut not limited to necessary easement along
roadway to State Highway 21, any other easements, rights, title, and privileges
of Landlord, existing now or at any time during the lease term in, to or under
adjacent streets, sidewalks, alleys, party walls, and property contiguous to the
Premises and reversions that mat later accrue to Landlord as owner of the
Premises by reason of the closing of any street, sidewalk, or alley.

                              ARTICLE 2. LEASE TERM

                      FIXED BEGINNING AND TERMINATION DATE

     Section 2.01. The term of this lease is fifty (50) years, beginning on
September 1, 1998, and ending on August 31, 2047, unless terminating sooner as
provided in this lease.

                                   TERMINATION

     Section 2.02. This lease will terminate without further notice when the
term specified in Section 2.01 expires, and any holding over by Tenant after
that term expires will not constitute a renewal of the lease or give Tenant any
rights under the lease in or to the Premises.

                                 ARTICLE 3. RENT

                               MINIMUM YEARLY RENT

     Section 3.01. Tenant will pay Landlord $18,000 per year during the first
ten (10) years of this lease, in equal monthly installments of $1,500, as annual
rent for using and occupying the Premises. This amount is the "minimum yearly
rent."

                          AUTOMATIC RENTAL ADJUSTMENTS

     Section 3.02. After the first ten (10) years of the lease term, and at ten
(10)-year intervals for the rest of the term, the yearly rent will be adjusted
as set forth in this section to reflect increases in the Consumer Price Index of
the Bureau of Labor Statistics of the United States Department of Labor for the
South area (referred to in this section as "CPI-South"), using 1996 as the base
year. The index numbers will be taken from this consumer price index as follows:

     a.   The adjustments in the yearly rent are determined by multiplying
          $18,000, by a fraction the numerator of which is the index number for
          the last month of the last year before the adjustment and the
          denominator of which is the index number for the first month of the
          first year of the lease term. If the product is greater than the
          minimum yearly rent of $18,000, Tenant will pay this greater amount as
          the yearly rent until the time of the next rental adjustment as called
          for in this section. If the product is less than $18,000, the annual
          rent will not be adjusted at that time, and Tenant will pay yearly
          rent of $18,000 until the time of the next rental adjustment as called
          for in this section. In no event may any rental adjustment called for
          in this section result in an annual rent less than $18,000.

                           TIME AND MANNER OF PAYMENT

     Section 3.03. Tenant will pay all rent due under this article on a monthly
basis and in advance, on the first business day of each month. Payments must be
in lawful money of the United States to the Landlord.

                         INTEREST ON DELINQUENT PAYMENTS

     Section 3.04. Rent installments unpaid for thirty (30) days will bear
interest at the rate of 12 percent (12%) annually, beginning on the day after
each such installment was due and continuing until the installment is paid as
provided in Section 3.03 above.

                                ARTICLE 4. TAXES

                                PAYMENT BY TENANT

     Section 4.01. In addition to the rent specified in Article 3, Tenant will
pay and discharge all taxes, general and special assessments, and other charges
of any kind levied on or assessed against the Premises and all interests in the
Premises and all improvements and other property on them during the lease term,
whether belonging to Landlord or

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to Tenant. Tenant till pay all the taxes, charges, and assessments directly to
the public officer charged with their collection not fewer than fifteen (15)
days before they become delinquent, and Tenant will indemnify Landlord and hold
it harmless from all such taxes, charges, and assessments. Tenant may--in good
faith at its own expense (in its own name or in that of Landlord, or both, as
Tenant may determine appropriate)--contest any such taxes, charges, and
assessments and must pay the contested amount, plus any penalties and interest
imposed, if and when finally determined to be due.

                               PAYMENT BY LANDLORD

     Section 4.02. At any time that the payment of any item of taxes, special
assessments, or governmental charges that Tenant must pay under Section 4.01
remains unpaid and uncontested later than fifteen (15) days before it becomes
delinquent, Landlord may give written notice to Tenant of its default under
Section 4.01, specifying the default. If Tenant continues to fail to pay the
taxes, special assessments, or governmental charges--or to contest them in good
faith within ten (10) days after the written notice--Landlord may pay the items
specified in the notice, and Tenant will, on demand, reimburse Landlord any
amount paid or expended by Landlord for this purpose, with interest on the
amount at the rate of ten percent (10%) annually from the date of Landlord's
payment until reimbursement by Tenant. If Landlord pays any such item not paid
by Tenant within the time required in Section 4.01 or successfully contested by
Tenant, without giving ten (10) days" notice, Tenant still must reimburse
Landlord for the item, but without interest.

                              ARTICLE 5. UTILITIES

     Section 5.01 Tenant will pay or cause to be paid all charges for telephone,
gas, electricity, and all other utilities used on the Premises throughout the
lease term, including any connection fees. Landlord shall furnish Tenant free
use of water from its wells.

                           ARTICLE 6. USE OF PREMISES

                                 PRIMARY PURPOSE

     Section 6.01 Tenant may use the Premises for any lawful purpose. But the
parties agree that the primary purpose for which the premises have been leased
and hired is to develop and construct and operate a pecan processing plant and
retail store.

                            ILLEGAL USE NOT PERMITTED

     Section 6.02. Tenant may not use all or any part of the Premises or any
building situated upon them for any use or purpose that violates any valid and
applicable law, regulation, or ordinance of the United States, the State of
Texas, or other lawful authority with jurisdiction over the Premises. But Tenant
is not considered to have violated this provision unless:

     a.)  Landlord has notified Tenant in a writing specifying the alleged
          violation.

     b.)  There has been a final adjudication that the specified use violates
          the law, regulation, or ordinance specified in the notice.

     c.)  The specified law, regulation, or ordinance is valid and applies to
          the Premises; and

     d.)  Tenant has had a reasonable time after the final adjudication to cure
          the specified violation.

                        ARTICLE 7. CONSTRUCTION BY TENANT

                               GENERAL CONDITIONS

     Section 7.01. Tenant may--at any time and from time to time during the
lease term--erect, maintain, alter, remodel, reconstruct, rebuild, replace, and
remove buildings and other improvements on the Premises, and correct and change
the contour of the Premises, subject to the following:

     a.)  Tenant bears the cost of any such work.

     b.)  The Premises must at all times be kept free of mechanics' and
          materialmen's liens.

     c.)  Landlord must be notified of the time for beginning and the general
          nature of any such work--other than routine maintenance of existing
          buildings or improvements--at the time the work begins.

               OWNERSHIP OF BUILDINGS, IMPROVEMENTS, AND FIXTURES

     Section 7.02. Any buildings, improvements, additions, alterations, and
fixtures (except furniture and trade fixtures) constructed, placed or maintained
on any part of the Leased Premises during the lease term are considered part of
the real property of the Premises and must remain on the premises and become
Landlord's property when the lease terminates.

                          RIGHT TO REMOVE IMPROVEMENTS

     Section 7.03. Tenant may, at any time while it occupies the Premises, or
within a reasonable time thereafter, remove any furniture, machinery, equipment,
or other trade fixtures owned of placed by Tenant, its subtenants or licensees,
in, under, or on the Premises, or acquired by Tenant, whether before or during
the lease term. But before the lease terminates, Tenant must repair any damage
to any buildings or improvements on the Premises resulting from the removal. Any
such items not removed by the lease-termination date will become Landlord's
property on that date.

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                   ARTICLE 8. ENCUMBRANCE OF LEASEHOLD ESTATE

                           TENANT'S RIGHT TO ENCUMBER

     Section 8.01. Tenant may, at any time and from time to time, encumber the
leasehold interest, by deed of trust, mortgage, or other security instrument,
without obtaining Landlord's consent, but no such encumbrance constitutes a lien
on Landlord's fee title. The indebtedness secured by the encumbrance will at all
times be and remain inferior and subordinate to all the conditions, covenants,
and obligations of this lease and to all Landlord's rights under this lease.
References in this lease to "Lender" refer to any person or entity to whom
Tenant has encumbered its leasehold interest.

                                NOTICES TO LENDER

     Section 8.02 At any time after execution and recordation in Houston County,
Texas, of any mortgage of deed of trust encumbering Tenant's leasehold interest,
Lender may notify Landlord in writing that the mortgage or deed of trust has
been given and executed by Tenant and furnish Landlord with the address to which
it wants copies of notices to be mailed, or designate some person or corporation
in Houston County, Texas, as its agent and representative for the purpose of
receiving copies of notices. Landlord must mail to Lender and to any agent or
representative designated by Lender, at the address given, duplicate copies of
all written notices that Landlord gives or serves on Tenant under the terms of
this lease after receiving such a notice from Lender.

                   LENDER'S CONSENT REQUIRED FOR MODIFICATION

     Section 8.03. Landlord and Tenant will neither modify nor terminate this
lease by mutual consent without Lender's written consent.

                      LENDER'S RIGHT TO PREVENT FORFEITURE

     Section 8.04. Lender many do any act required of Tenant to prevent
forfeiture of Tenant's leasehold interest; all such acts are as effective to
prevent a forfeiture of Tenant's rights under this lease as if done by Tenant.

                           LENDER'S RIGHT TO FORECLOSE

     Section 8.05. Lender may realize on the security afforded by the leasehold
estate by exercising foreclosure proceedings or power of sale or other remedy
afforded in law or equity or by the security documents and may transfer, convey,
or assign tenant's title to the leasehold estate created by this lease to any
purchases at any such foreclosure sale. Lender also may acquire and succeed to
Tenant's interest under this lease by virtue of any such foreclosure sale.
Lender may not be or become liable to Landlord as an assignee of this lease or
otherwise unless it assumes such liability in writing, and no assumption may be
inferred from or result from foreclosure or other appropriate proceedings in the
nature of foreclosure or as the result of any other action or remedy provided
for by the mortgage or deed of trust or other instrument or from a conveyance
from Tenant under which the buyer at foreclosure or grantee acquires Tenant's
rights and interest under this lease.

                ARTICLE 9. REPAIRS, MAINTENANCE, AND RESTORATION

                      TENANT'S DUTY TO MAINTAIN AND REPAIR

     Section 9.01. At all times during the lease term, Tenant will keep and
maintain--or cause to be kept and maintained--all buildings and improvements
erected on the Premises in a good state of appearance and repair (except for
reasonable wear and tear) at Tenant's own expense.

                             DAMAGE AND DESTRUCTION

     Section 9.02. If any building or improvement constructed on the Premises is
damaged or destroyed by fire or any other casualty, regardless of the extent of
the damage or destruction, Tenant must, within one year from the date of the
damage or destruction, begin to repair, reconstruct, or replace the damaged or
destroyed building or improvement and pursue the repair, reconstruction, or
replacement with reasonable diligence so as to restore the building to
substantially the condition it was in before the casualty. But if beginning or
completing this restoration is prevented or delayed by war, civil commotion,
acts of God, strikes, governmental restrictions or regulations, or
intereferences, fire or other casualty, or any other reason beyond Tenant's
control, whether similar to any of those enumerated or not, the time for
beginning or completing the restoration (or both) will automatically be extended
for the period of each such delay.

                          ARTICLE 10. MECHANCIS' LIENS

     Section 10.01. Tenant will not cause or permit any mechanics' liens or
other liens to be filed against the fee of the Premises or against Tenant's
leasehold interest in the land or any buildings or improvements on the Premises
by reason of any work, labor, services, or materials supplied or claimed to have
been supplied to Tenant or anyone holding the Premises or any part of them
through or under Tenant. If such a mechanic's lien or materialman's lien is
recorded against the Premises or any buildings or improvements on them, Tenant
must either cause it to be removed or, if Tenant in good faith wishes to contest
the lien, take timely action to do so, at Tenant's sole expense. If Tenant
contests the lien, Tenant will indemnify Landlord and hold it harmless from all
liability for damages occasioned by the lien or the lien contest and will, in
the event of a judgment of foreclosure on the lien, cause the lien to be
discharged and removed before the judgment is executed.

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                            ARTICLE 11. CONDEMNATION

                               PARTIES' INTERESTS

     Section 11.01. If the Premises or any part of them are taken for public or
quasi-public purposes by condemnation as a result of any action or proceeding in
eminent domain, or are transferred in lieu of condemnation to any authority
entitled to exercise the power of eminent domain, this article governs
Landlord's and Tenant's interests in the award or consideration for the transfer
and the effect of the taking or transfer on this lease.

                            TOTAL TAKING--TERMINATION

     Section 11.02. If the entire Premises are taken or so transferred as
described in Section 11.01, this lease and all of the rights, title, and
interest under it will cease on the date that title to the Premises or part of
them vests in the condemning authority, and the proceeds of the condemnation
will be divided 90% to Tenant and 10% to Landlord.

                           PARTIAL TAKING--TERMINATION

     Section 11.03. If only part of the Premises is taken or transferred as
described in Section 11.01, this lease will termination if, in Tenant's opinion,
the remainder of the Premises is in such a location--or is in such form, shape,
or reduced size--that Tenant's business cannot be effectively and practicably
operated on the remaining Premises. In that event, this lease and all rights,
title, and interests under it will cease on the date that title to the portion
of the Premises taken or transferred vests in the condemning authority. The
proceeds of the condemnation will be divided 90% to Tenant and 10 % to Landlord.

                PARTIAL TAKING--CONTINUATION WITH RENT ABATEMENT

     Section 11.04. If part of the Premises is taken or transferred as described
in Section 11.01 and, in Tenant's opinion, the remainder of the Premises is in
such a location and in such form shape, or size that Tenant's business can be
effectively and practicably operated on the remaining Premises, this lease will
terminate with respect to the portion of the Premises taken or transferred as of
the date title to such portion vests in the condemning authority but will
continue in full force with respect to the portion of the Premises not taken or
transferred. As of that date, the rental Tenant must pay Landlord will be
reduced during the unexpired portion of this lease to that proportion of the
annual rent that the value of the part of the Premises not taken bears to the
value of the total of Premises. Such values are to be determined as of the date
immediately before any actual taking. The proceeds of the condemnation will be
divided 90% Tenant and 10% Landlord.

                              VOLUNTARY CONVEYANCE

     Section 11.05. Nothing in this article prohibits Landlord from voluntarily
conveying all or part of the Premises to a public utility, agency, or authority
under threat of a taking under the power of eminent domain. Any such voluntary
conveyance will be treated as a taking within the meaning of this article.

                    ARTICLE 12. INSURANCE AND INDEMNIFICATION

                     INSURANCE ON BUILDINGS AND IMPROVEMENTS

     Section 12.01. At all times during the lease term, Tenant will keep all
buildings and other improvements located or being constructed on the Premises
insured against loss or damage by fire, with extended-coverage endorsement or
its equivalent. This insurance is to be carried by insurance companies
authorized to transact business in Texas.

                       ARTICLE 13. ASSIGNMENT AND SUBLEASE

     Section 13.01. Tenant may sell or assign its leasehold estate in its
entirety or any portion of it, or may sublet the Premises or any portion of them
or any portion of any building or other improvement erected on the Premises, at
any time and from time to time, and the rights of Tenant or its successor or
assignee, may pass by operation of law. But each such transfer assignment, or
sale is subject to Landlord's obligations under this lease and will not release
Tenant from its obligations under this lease.

                        ARTICLE 14. DEFAULT AND REMEDIES

                             TERMINATION ON DEFAULT

     Section 14.01. If Tenant defaults in performing any covenant or term of
this lease and does not correct the default within ten (10) days after receipt
of written notice from Landlord to Tenant and any lender as required by Section
8.02, Landlord may declare this lease, and all its rights and intuits created by
it, terminated. If Landlord elects to terminate, this lease will cease as if the
day of Landlord's election were the day originally fixed in the lease for its
expiration. Landlord or its agent or attorney may resume possession of the
Premises and relet them for the remainder of the term at the best rent
obtainable for the account of Tenant, who must make good any deficiency.

                                 OTHER REMEDIES

     Section 14.02 Any termination of this lease as provided in this article
will not relieve Tenant from paying any sum or sums due any payable to Landlord
under the lease at the time of termination, or any claim for damages then or
previously accruing against Tenant under this lease. Any such termination will
not prevent Landlord from enforcing the payment of any such sum or sums or claim
for damages by any remedy provided for by law, or from

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recovering damages from Tenant for any default under the lease. All Landlord"
rights, options, and remedies under this lease will be construed to be
cumulative, and no one of them is exclusive of the other. Landlord may pursue
any or all such remedies or any other remedy or relief provided by law, whether
or not stated in this lease. No waiver by landlord of a breach of any of the
covenants or conditions of this lease may be construed a waiver of any
succeeding or preceding breach of the same or any other covenant or condition of
this lease.

                             SUBLEASES NOT AFFECTED

     Section 14.03. Landlord's exercising any remedy does not affect existence
of subleases that were entered into with Tenant according to this lease and that
cover any portion of the Premises.

                 ARTICLE 15. LANDLORD'S WARRANTIES AND COVENANTS

                                WARRANTY OF TITLE

     Section 15.01. Landlord warrants that it is the owner in fee simple
absolute of the Premises.

                           WARRANTY OF QUIET ENJOYMENT

     Section 15.02. Landlord covenants that as long as Tenant pays the rent and
other charges under this lease and observes the covenants and terms of this
lease, Tenant will lawfully and quietly hold, occupy, and enjoy the Premises
during the lease term without being disturbed by Landlord or any person claiming
under Landlord, except for any portion of the Premises that is taken under the
power of eminent domain.

                    ARTICLE 16. GENERAL PROTECTIVE PROVISIONS

                          RIGHT OF ENTRY AND INSPECTION

     Section 16.01. Tenant must permit Landlord or its agents, representatives,
or employees to enter the Premises for the purposes of inspection; determining
whether Tenant is complying with this lease; maintaining, repairing, or altering
the Premises; or showing the Premises to Prospective tenants, purchasers,
mortgagees, or beneficiaries under trust deeds.

                         NO PARTNERSHIP OR JOINT VENTURE

     Section 16.02. The relationship between Landlord and Tenant is at all times
solely that of landlord and tenant and may not be deemed a partnership or a
joint venture.

                                  FORCE MAJEURE

     Section 16.03. If constructing the building as provided in Section 7.03 or
curing any default (other than failure to pay rent, insurance premiums, or ad
valorem taxes) or performing any other covenant or term is delayed by reason of
war, civil commotion, act of God, governmental restrictions, regulations, or
interference, fire or other casualty, or any other circumstances beyond Tenant's
control or that of the party obligated or permitted under this lease to do or
perform the term or covenant, regardless of whether the circumstance is similar
to any of those enumerated or not, each party so delayed is excused from
performance during the delay period.

                          NO TERMINATION ON BANKRUPTCY

     Section 16.04. Bankruptcy, insolvency, assignment for the benefit of
creditors, or the appointment of a receiver will not affect this lease as long
as Tenant and Landlord or their respective successors or legal representative
continue to perform all covenants of this lease.

                                    NO WAIVER

     Section 16.05. No waiver by either party of any default or breach of any
covenant or term of this lease may be treated as a waiver of any subsequent
default or breach of the same or any other covenant or term of this lease.

                               RELEASE OF LANDLORD

     Section 16.06. If Landlord sells or transfers all or part of the Premises
according to the terms specified in Article 3A above, and as a part of the
transaction assigns its interest as Landlord in this lease, then as of the
effective date of the sale, assignment, or transfer, Landlord will have not
further liability under this lease to Tenant, except with respect to liability
matters that have accrued and are unsatisfied as of that date. Underlying this
release is the parties' intent that Landlord's covenants and obligations under
this lease will bind Landlord and its successors and assigns only during and in
respect of their respective successive periods of ownership of the fee.

                           JOINT AND SEVERAL LIABILITY

     Section 16.07. If this lease names more than one Tenant or Landlord, the
obligation of all such Tenants or Landlord is joint and several.

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                            ARTICLE 17. MISCELLANEOUS

                          DELIVERY OF RENTS AND NOTICES

     Section 17.01. All rents or other sums, notices, demands, or requests from
one party to another may be personally delivered or sent by mail, certified or
registered, postage prepaid, to the addresses stated in this section and are
considered to have been given at the time of personal delivery or of mailing.

All payments, notices, demands, or requests from Tenant to Landlord should be
given or mailed to Landlord at 1453 Esperson Building, 808 Travis, Houston,
Texas, 77002, or at such other address as Landlord requests in writing.

     All payments, notices, demands, or requests from Landlord to Tenant should
be given or mailed to Tenant at Rt. 2, Box 251, Crockett, Texas, 75835, or at
such other address as Tenant requests in writing.

                                MULTIPLE PARTIES

     Section 17.02. If this lease names more than one Landlord or Tenant,
service of any notice on any one Tenant or Landlord is considered service on all
Tenants or Landlords, respectively.

                                  PARTIES BOUND

     Section 17.03. This agreement binds--and inures to the benefit of--the
parties to the lease and their respective heirs, executors, administrators,
legal representatives, successors, and assigns.

                               TEXAS LAW TO APPLY

     Section 17.04. This agreement is to be construed under Texas law, and all
obligations of the parties created by this lease are performable in Houston
County, Texas.

                               LEGAL CONSTRUCTION

     Section 17.05. If any one or more of the provisions contained in this
agreement are for any reason held to be invalid, illegal, or unenforceable in
any respect, the invalidity, illegality, or unenforceability will not affect any
other provision of the lease, which will be construed as if it had not included
the invalid, illegal, or unenforceable provision.

                           PRIOR AGREEMENTS SUPERSEDED

     Section 17.06. This agreement constitutes the parties' sole agreement and
supersedes any prior understandings or written or oral agreements between the
parties with respect to the subject matter.

                                    AMENDMENT

     Section 17.07. No amendment, modification, or alteration of this lease is
binding unless in writing, dated subsequent to the date of this lease, and duly
executed by the parties.

                         RIGHTS AND REMEDIES CUMULATIVE

     Section 17.08. The rights and remedies provided by this lease agreement are
cumulative, and either party's using any right or remedy will not preclude or
waive its right to use any other remedy. The rights and remedies are given in
addition to any other rights the parties may have by law, statute, ordinance, or
otherwise.

                            ATTORNEY'S FEES AND COSTS

     Section 17.09. If, as a result of either party's breaching this agreement,
the other party employs an attorney or attorneys to enforce its rights under
this lease, then the breaching party will pay the other party the reasonable
attorney's fees and costs incurred to enforce the lease.

                                 TIME OF ESSENCE

     Section 17.10. Time is of the essence of this agreement.

                                FURTHER DOCUMENTS

     Section 17.11. Landlord will from time to time and at any reasonable time
execute and deliver to Tenant--when Tenant reasonably requests--other
instruments and assurances approving, ratifying, and confirming this lease and
the leasehold estate created by it and certifying that the lease is in full
force and that no default under the lease on Tenant's part exists. But if any
default on Tenant's part does exist, Landlord must specifying in any such
instrument each such default.

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                                   EXHIBIT "A"

                                       TO

                                  Lease between
                          Seven J Stock Farm, Inc. and
                          Trinity Valley Pecan Company

     Approximately two (2) acres of land, more or less, in the John Durst
Survey, A-29, being the same one and one-half (1-1/2) acres of land, more or
less, on the West side of State Highway 21, called Tract 1, and one-half (1/2)
acre of land, more or less, on the East side of State Highway 21, called Tract
2, at Sand Ridge, Houston County, Texas, approximately 22 miles Southwest of
Crockett, Texas, more particularly described as follows:

          TRACT 1 - bounded as follows:

          On the North, by the common roadway running South of Seven J Stock
     Farm's main stock pens (315 feet);

          Bounded on the East by the center of the drainage ditch separating
     Seven J's machine shop (210 feet);

          Bounded on the South by the North wall of Seven J's Mill Quonset (now
     leased to Risinger Ranches) and extensions of this wall East and West (315
     feet); and

          Bounded on the West by the steel fence separating Seven J's Feed Mill
     site from the Risinger Ranch's leased areas (210 feet).

          SAVE AND EXCEPT four (4) grain tanks used by Rattlesnake Ranch located
     on the North side of the warehouse area. SEE EXHIBIT A-1.

          TRACT 2 - being a tract along State Highway 21 contiguous to Seven
     J Stock Farm's Gin Building as follows:

          Beginning at a point in the East right-of-way line of State Highway 21
     which is 10 feet South of a Westerly extension of the South wall of the Gin
     Building;

          Thence 200 feet in a Northerly direction with the East ROW line of
     State Highway 21 to a point for corner;

          Thence 200 feet in a Southerly direction parallel to the East ROW of
     State Highway 21 to a point for corner;

          Thence West 100 feet to the place of Beginning;

          SAVE AND EXCEPT, there is excluded from this lease the enclosed
     rectangular portion of the Gin Building along with the right of ingress and
     egress thereto. Only the rectangular record storage area is excluded. All
     awnings, porches, and loading docks which have been converted to Pecan
     sales areas are included in this Tract 2 and in this lease. SEE EXHIBIT
     A-2.


     THIS LEASE has been executed by the parties on the date and year first
above written.

                                              LANDLORD:

                                        SEVEN J STOCK FARM, INC. :

                                        By  ROBERT F. PRATKA
                                            --------------------------------
                                            Robert F. Pratka, Vice President


                                              TENANT:

                                        TRINITY VALLEY PECAN COMPANY :

                                        By  JOHN R. PARTEN
                                            -------------------------
                                            John R. Parten, President