MANAGEMENT AGREEMENT
                              --------------------


     THIS MANAGEMENT  AGREEMENT (the "Agreement") is made and entered into as of
October 14, 2002 by and between  Salinas  Holdings,  Inc., a corporation  formed
under the laws of the  Commonwealth  of Puerto Rico (the  "Company"),  and Margo
Nursery Farms,  Inc., a corporation formed under the laws of the Commonwealth of
Puerto Rico (the "Manager").

                                    RECITALS

     WHEREAS,  the Manager is an investor in the Company,  a newly formed Puerto
Rico  corporation  established to fund and operate an  agricultural  business in
Salinas, Puerto Rico;

     WHEREAS,  the Manager possesses  substantial  expertise in the agricultural
industry in Puerto Rico and is willing to manage the Company, upon the terms and
subject to the conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants and obligations set forth in this Agreement,  the parties hereto agree
as follows:

     1. Engagement of Manager.  The Company hereby appoints  Manager and Manager
hereby  accepts  the  appointment,  subject to the terms of this  Agreement,  to
manage the  Company,  and to implement  the  Company's  internal  and  strategic
policies and procedures ("Management Services").

     2.  Availability.  During the term of this Agreement,  the Manager shall be
available  for  consultation  and advice as needed by the Company in  connection
with the Management Services contemplated by this Agreement.




<PAGE>



     3. Management Services.

     3.1. Management  Services.  The Manager will at its own expense in exchange
for the fee set forth in  Section  4.1 (i)  combine  its  experience,  know-how,
synergies and resources in the development,  preparation and  implementation  of
the Company's  business  policies and organization  relating to human resources,
administration,   operations,   financing,   marketing  and   commercialization,
strategic  planning,  and business  development  in the  Company's  agricultural
business, and (ii) perform all management and administrative services related to
the day to day  operations  of the Company,  including  all  marketing and sales
efforts of the Company's  products.  The Management Services shall be limited to
the following:

               (a)  consultation  in  establishing  and developing the Company's
                    strategic business policies and objectives;
               (b)  planting,  harvesting and selling the Company's agricultural
                    products;
               (c)  negotiation and purchasing of equipment from vendors;
               (d)  commercial   consultation   regarding  new   services,   new
                    products, strategies and commercial procedures;
               (e)  financial consultation  identifying sources of financing and
                    treasury management;
               (f)  administration   of  human  resources   matters,   including
                    recruiting of the Company's employees;
               (g)  administration of all recordkeeping, bookkeeping, accounting
                    payroll and tax matters on behalf of the Company;





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                                      -3-


               (h)  sales,  purchases,  receipt  and  disbursement  of  funds on
                    behalf of the Company;
               (i)  marketing,  merchandising  and selling  the  products of the
                    Company;
               (j)  administration of legal matters; and
               (k)  administration of public relations matters.

     3.2. Annual  Strategic  Business Plan and Budget.  On an annual basis,  the
Manager  will present a strategic  business  plan and budget  (each,  an "Annual
Strategic  Business Plan and Budget") to the Board of the Company for review and
approval,  substantially  in the form of  Exhibit  A  hereto.  After  the  Board
approves  each Annual  Strategic  Business Plan and Budget,  the Manager  shall,
subject to the By-Laws of the  Company,  cause the Company to be managed and its
business to be conducted  during the ensuing year in  accordance  with the goals
and conditions set forth in each Annual Strategic  Business Plan and Budget,  as
it may be modified by the Board.

     3.3.  Personnel  Remuneration.  The Company shall be solely responsible for
(i)  employing  all  personnel   required  for  the  production   phase  of  the
agricultural operations of the Company and having available funds for the prompt
payment of all salaries, wages, benefits, expenses and any other compensation or
remuneration  of such  employees  (which shall be selected by the Manager),  and
(ii) for the investments  established in the Annual Strategic  Business Plan and
Budget.  Such  employees  shall never be deemed  employees of the  Manager.  The
Manager shall be solely responsible for employing all personnel required for the
provision of the  Management  Services as  described  in Section 3.1,  including
sales and marketing personnel, and for paying for all such personnel (except for
Luis Torres, as set forth in Section 4.1).


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                                      -4-


     3.4.  General  Authority.   In  connection  with  the  performance  of  the
Management Services, the Manager is empowered to take appropriate actions and to
give directives and  instructions,  as Manager deems necessary or advisable,  so
long  as the  foregoing  are  not in  violation  with  applicable  law  and  not
inconsistent with the corporate governance documents of the Company. The Manager
shall  have  authority,  discretion  and  control  in all  matters  relating  to
performance  of the  Management  Services  in  accordance  with this  Section 3,
including  the Annual  Strategic  Business Plan and Budget.  Unless  required by
applicable  law,  this  Agreement  or a specific  directive  of the Board of the
Company,  the Manager  will not  require the prior  approval of the Board of the
Company  to  perform  its  duties  under  this  Agreement.   To  facilitate  the
performance of the Manager's responsibilities hereunder, the Company shall cause
its personnel (i) to cooperate  fully with the Manager;  (ii) to comply with the
Manager's policies and procedures; (iii) to provide all information requested by
the  Manager;  and (iv) to allow the  Manager  full and  complete  access to the
Company's books and records.  The Company also agrees to maintain such insurance
policies as the Manager may reasonably recommend.


     4. Remuneration for the Management of the Company.

          4.1. Compensation.



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                                       -5-


     (a) Management Fee. In consideration for rendering the Management Services,
the Company  shall pay to the Manager (i) a monthly fee of Two Thousand  Dollars
($2,000) to cover its general administrative  expenses, (ii) on a monthly basis,
the amount  necessary  to  reimburse  the  Manager for that  proportion  of Luis
Torres'   compensation  and  related  payroll   expenses,   including,   without
limitation,  any contribution made by the Manager to Luis Torres' 401k type plan
or other fringe benefits, that is equivalent to the working time that he devoted
to the affairs of the Company during the previous  calendar  month,  and (iii) a
commission of seventeen percent (17%) of gross collected  revenues from the sale
of  agricultural  products  other than grass for which the  commission  shall be
fifteen percent (15%) of gross collected  revenues payable monthly.  Shipping or
delivery charges billed to clients (even if at a profit) shall not be subject to
the  commissions set forth in Section  4.1(a)(iii)  above.  Notwithstanding  the
foregoing,  on  sales  to  persons  related  to any of the  stockholders  of the
Company,  the Manager  shall be entitled to a reduced  commission  equivalent to
eighty percent (80%) of the above described commission percentages. For purposes
of this Section 4.1(a) only,  "persons related to any of the stockholders" shall
mean any natural  person which is a first  degree  blood  relative of any of the
stockholders of the Company, or any legal person of which such blood relative or
any of the  stockholders  of the  Company  owns,  individually  or jointly  with
another stockholder of the Company, directly or indirectly,  twenty-five percent
(25%) or more of its outstanding equity interests.

     (b) Payment. The Management Fee shall be paid by the Company to the Manager
in readily available United States Dollars, to the bank account that the Manager
shall  designate from time to time.  The payment of each monthly  installment of
the Management Fee shall be made within thirty (30) calendar days after the last
day of each month.


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                                      -6-


     4.2 Reimbursement of Expenses;  Independent Contractor.  All obligations or
expenses  incurred  by the  Manager for the account of, on behalf of, and at the
expense of the Company  shall be paid out of the revenues and other funds of the
Company.  The Manager shall not require the approval of the Board of the Company
to  incur  obligations  or  expenses  on  behalf  of  the  Company  unless  such
obligations or expenses  exceed by more than 10% the projected  obligations  and
expenses  for any given  line item in the  Annual  Strategic  Business  Plan and
Budget.  The  Manager  shall  not be  reimbursed  for  expenses  related  to the
provision  of the  Management  Services  (such as, but not  limited  to,  office
rental, overhead and sales and administration expenses) but is entitled to incur
necessary  expenses on behalf of the  Company  (such as, but not limited to, the
hiring of consultants and other independent contractors).  It is understood that
the Company will not pay for shipping expenses.  All deliveries shall be FOB the
Company's  facilities or charged to customers separately from the amount charged
for the products,  unless otherwise agreed by the parties.  The Manager will not
be  obligated to make any advance to or for the account of the Company or to pay
any sums or  expenses  of the  Company,  except  out of funds  held in  accounts
maintained  by the  Company,  nor will the  Manager  be  obligated  to incur any
liability or obligation  for the account of the Company  without  assurance that
the necessary  funds for the  discharge of the  liability or obligation  will be
provided. The Manager will be an independent  contractor,  and nothing contained
in this  Agreement  will be deemed or construed (a) to create a  partnership  or




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                                      -7-


joint venture  between the Company and the Manager,  (b) to cause the Manager to
be  responsible  in any way for the debts,  liabilities  or  obligations  of the
Company,  any of its  subsidiaries  or any other party, or (c) to constitute the
Manager or any of its employees as employees, officers, or agents of the Company
or any of its subsidiaries.  These provisions are separate from and unrelated to
those  obligations of Manager,  or any of its affiliates or related persons,  in
their capacity as stockholders of the Company.



     5. Term. The initial term (the "Initial  Term") of this Agreement  shall be
for a five  (5)  year  period  commencing  as of the  date  of  this  Agreement.
Thereafter,  this Agreement shall be automatically  renewed for successive terms
of five (5) years (each, an "Additional  Term") unless  terminated in accordance
with Section  7(ii).  The word "term," as used with reference to the duration of
this  Agreement,  shall include both the Initial Term and any  Additional  Term.
Upon  commencement of any Additional  Term, the monthly fee described in Section
4.1(a)(i)  will be  adjusted  as agreed at that time  among the  parties  to the
Agreement;  provided,  that if no such agreement is reached the adjustment shall
be equal to the increase in the federal  Consumer  Price Index since the year of
commencement of the prior term of this Agreement.

     6. Confidentiality.

     (a) The  Company and the  Manager  agree that the  matters  covered by this
Agreement,  including  the nature and value of the  Management  Services and the
Payments hereunder are strictly confidential and shall not be disclosed to third
parties (other than auditors,  attorneys and consultants  (who shall be bound by
the  confidentiality  provisions  of this  Agreement)  or as  required by law or
deemed advisable by counsel to either party,  including  applicable  federal and
state securities laws) unless required by judicial decree.




<PAGE>


                                      -8-


     (b)  The  Company  agrees  that  it (i)  shall  not  disclose  Confidential
Information (as defined below) to any person (other than its directors, officers
and  employees),  except to the extent  required  by law,  including  applicable
federal  and  state   securities  laws,  and  (ii)  shall  take  all  reasonable
precautions  to  prevent  inadvertent  disclosure  or use of  such  Confidential
Information by any of its directors, officers or employees.

     For  purposes of this Section  6(b),  the term  "Confidential  Information"
means  information  provided by the Manager to the Company under this  Agreement
that the Manager notifies the Company is proprietary or confidential.


     (c) In the event of receipt of a request by any  governmental  authority to
disclose  Confidential  Information or information  contained in this Agreement,
the party  directly or indirectly  in receipt of such request shall  immediately
notify the other party in writing.

     7.  Termination.  This Agreement may be terminated (i) by either party,  in
the event of bankruptcy,  insolvency or dissolution of the other party;  (ii) by
any party by written notice given to the other party no less than six (6) months
prior to the expiration date of the then current term; (iii) by the Manager,  in
the event that the  Company  fails to make any Payment due for a period of sixty
(60)  days;  and  (iv)  subject  to the  provisions  of  Section  11.13  of this
Agreement,  by the non-breaching party, in the event of a material breach (other
than as set forth in (iii)  above) by the other party of any  provision  of this
Agreement after 60 days written notice of the alleged breach and failure to cure
by the breaching party.





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                                      -9-



     8. Other Activities of Manager and Stockholders of the Company;  Investment
Opportunities.  The Company  acknowledges  and agrees that the Manager  will not
devote the Manager's (or any employee, officer, director, affiliate or associate
of the  Manager)  full time and  business  efforts to the duties of the  Manager
specified  in this  Agreement,  but only so much of such time and efforts as the
Manager reasonably deems necessary.


     The Manager and the Company  further  agree and  represent  that neither of
them, or any of their  affiliates will become engaged in the business of growing
sod, trees and palms within Puerto Rico,  except as set forth in this Agreement;
provided, however, that Manager and its affiliates may engage in the business of
growing trees and palms anywhere in Puerto Rico and sell such trees and palms so
long as the aggregate land under cultivation for this purpose does not exceed 50
"cuerdas."  The  provisions of this Section 8 shall  terminate and have no force
and effect upon the termination of (i) this  Agreement,  (ii) that certain Lease
Agreement  between the Company and  Criadores  de Salinas,  S.E.  dated the date
hereof (the "Lease  Agreement")  or (iii) that certain  Stockholders'  Agreement
between the Company,  the  Manager,  Alberto Rubi and Mark Greene dated the date
hereof. To the extent not previously terminated,  the provisions of this Section
8 will  terminate on the date that  precedes the Final  Termination  Date of the
Lease  Agreement by three years if on or prior to said date the landlord has not
agreed to extend the expiring  term of the Lease  Agreement  for a period of not
less  than  five  years.  For  purposes  of the  preceding  sentence,  the Final
Termination  Date of the Lease  Agreement  shall  mean the last day of the final
term of the Lease Agreement (including any renewal options contemplated therein)
or any  renewal or  extension  of such final term that may have been agreed upon
the parties.



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                                      -10-



     9. Standard of Care. The Manager (including any person or entity acting for
or on  behalf  of the  Manager)  will  not be  liable  for any  losses  or other
liabilities  sustained by the Company caused by the Manager's  mistakes of fact,
errors  of  judgment  or acts or  omissions  of any kind,  unless  caused by the
negligence or willful misconduct of the Manager.

     10. Indemnification.

     (a) The  Manager  will  indemnify  and hold  harmless  the  Company and its
present and future officers and directors ("Company Indemnified Parties") to the
fullest  extent  permitted  by law  for  any  losses  incurred  by  the  Company
Indemnified Parties as a result of any negligent actions taken by Manager or any
of its employees in connection with Manager's obligations hereunder. The Manager
will reimburse the Company  Indemnified  Parties on a monthly basis for any cost
of defending any action or investigation  (including  reasonable attorneys' fees
and expenses) subject to an undertaking from any such Indemnified Party to repay
the  Manager  if such  party is  ultimately  and  finally  determined  not to be
entitled to indemnity.

     (b) The  Company  will  indemnify  and hold  harmless  the  Manager and its
present  and  future  officers,   employees,   agents  and  directors  ("Manager
Indemnified  Parties")  to the fullest  extent  permitted  by law for any losses
(including  attorneys'  fees  and  expenses)  resulting  from  carrying  out its





<PAGE>


                                      -11-



obligation  hereunder,  except  for any  losses  resulting  from any  willful or
negligent  actions taken by the Manager.  The Company agrees to advance expenses
of defending any action or  investigation  on a monthly basis in the same manner
as provided in subsection (a) above.

     11. General Provisions.

     11.1.  Expenses.  Except as otherwise expressly provided in this Agreement,
each party to this  Agreement  shall bear its  respective  expenses  incurred in
connection  with  the  preparation  of this  Agreement,  including  all fees and
expenses of agents,  representatives,  counsel, and accountants. In the event of
termination  of this  Agreement,  the  obligation  of each  party to pay its own
expenses  will be subject to any rights of such party  arising  from a breach of
this Agreement by another party.

     11.2. Notices.  All notices,  consents,  waivers,  and other communications
under this  Agreement  must be in  writing  and will be deemed to have been duly
given when (a) delivered by hand (with  written  confirmation  of receipt),  (b)
sent by telecopier (with written confirmation of receipt),  provided that a copy
is mailed by registered mail, return receipt requested,  or (c) when received by
the addressee,  if sent by a nationally  recognized  overnight  delivery service
(receipt  requested),  in each case to the appropriate  addresses and telecopier
numbers set forth below (or to such other addresses and telecopier  numbers as a
party may designate by notice to the other parties):



         If to the Company:         Salinas Holdings, Inc.
         -----------------          La Colina B-10
                                    Los Filtros
                                    Guaynabo, Puerto Rico  00969
                                    Attention:  Alberto Rubi, P.E.
                                    Facsimile No.:  (787) 789-6563

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                                      -12-


         If to the Manager:         Margo Nursery Farms, Inc.
         -----------------          Call Box 1370
                                    Dorado, Puerto Rico  00646-1370
                                    Attention:  Mr. J. Fernando Rodriguez
                                    Facsimile No.:  (787) 883-3244

         with a copy to:            Adsuar Muniz Goyco & Besosa, P.S.C.
         --------------             268 Munoz Rivera Ave.
                                    Suite 1400
                                    Hato Rey, P.R.  00918
                                    Attention:  Ricardo Muniz, Esq.
                                    Facsimile No.:  (787) 756-9010

     11.3. Further Assurances.  The parties agree (a) to furnish upon request to
each other such  further  information,  (b) to execute and deliver to each other
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably  request for the purpose of carrying out the intent of this
Agreement.


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                                      -13-


     11.4.  Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not  alternative.  Neither the failure nor any delay by any party
in exercising any right,  power,  or privilege under this Agreement will operate
as a waiver of such  right,  power,  or  privilege,  and no  single  or  partial
exercise of any such right,  power,  or  privilege  will  preclude  any other or
further exercise of such right, power, or privilege or the exercise of any other
right,  power, or privilege.  To the maximum extent permitted by applicable law,
(a) no claim or right  arising out of this  Agreement  can be  discharged by one
party,  in whole or in part, by a waiver or  renunciation  of the claim or right
unless in writing signed by the other party;  (b) no waiver that may be given by
a party  will be  applicable  except in the  specific  instance  for which it is
given; and (c) no notice to or demand on one party will be deemed to be a waiver
of any  obligation of such party or of the right of the party giving such notice
or demand to take further  action  without  notice or demand as provided in this
Agreement.

     11.5.  Entire  Agreement and  Modification.  This Agreement  supersedes all
prior  agreements  between the parties  with  respect to its subject  matter and
constitutes  a complete and  exclusive  statement of the terms of the  agreement
between the parties with respect to its subject  matter.  This Agreement may not
be amended  except by a written  agreement  executed  by the party to be charged
with the amendment.

     11.6.  Assignments.  The  Manager  may  assign any or all of its rights and
delegate  any or  all  of  its  responsibilities  under  this  Agreement  to any
subsidiary or any affiliate of the Manager  ("Transferee").  In the event of any
such  assignment or delegation by the Manager to a Transferee,  the Manager will
give the Company thirty (30) days prior notice and the Transferee  must agree to
assume  the  obligations  so  delegated  by  the  Manager.  The  Manager  or any
Transferee is permitted to subcontract  with third parties to provide any of the
Management Services (i) if such relationship is economically efficient, and (ii)
copies of all  agreements  reflecting  the  retention of such third  parties are
submitted to the Company prior to reimbursement for such fees.


<PAGE>


                                      -14-


     11.7.  Successors and No Third Party Rights.  This Agreement will apply to,
be binding in all respects  upon, and inure to the benefit of the successors and
permitted  assigns of the  parties.  Nothing  expressed  or  referred to in this
Agreement  will be  construed  to give any person other than the parties to this
Agreement any legal or equitable right,  remedy,  or claim under or with respect
to this Agreement or any provision of this Agreement.  This Agreement and all of
its  provisions  and  conditions  are for the sole and exclusive  benefit of the
parties to this Agreement and their successors and assigns.

     11.8.  Severability.  If any provision of this Agreement is held invalid or
unenforceable  by any  arbitral  panel or court of competent  jurisdiction,  the
other  provisions of this  Agreement  will remain in full force and effect.  Any
provision of this Agreement held invalid or unenforceable only in part or degree
will  remain  in full  force  and  effect  to the  extent  not held  invalid  or
unenforceable.

     11.9.  Section  Headings,  Construction.  The  headings of Sections in this
Agreement are provided for convenience only and will not affect its construction
or  interpretation.  All  references  to  "Section" or  "Sections"  refer to the
corresponding  Section or  Sections  of this  Agreement.  All words used in this
Agreement will be construed to be of such gender or number as the  circumstances
require.  Unless  otherwise  expressly  provided,  the word "including" does not
limit the preceding words or terms.

     11.10.  Governing Law. This Agreement  including  matters of  construction,
validity and  performance,  will be governed by and construed in accordance with
the laws of the  Commonwealth of Puerto Rico without regard to conflicts of laws
principles.

     11.11.  Counterparts.  This  Agreement  may be  executed  in  one  or  more
counterparts,  each of  which  will be  deemed  to be an  original  copy of this
Agreement and all of which,  when taken  together,  will be deemed to constitute
one and the same agreement.


<PAGE>


                                      -15-

     11.12.  Survival.  Any provision of this Agreement which  contemplates  the
performance or existence of obligations  after the date hereof,  and any and all
representations and warranties set forth in this Agreement,  shall not be deemed
to be merged into or waived by the  execution  and  delivery of the  instruments
contemplated  hereby,  but shall expressly survive and shall be binding upon the
party  or  parties  obligated  thereby  in  accordance  with  the  terms of this
Agreement, subject to any limitations expressly set forth in this Agreement.

     11.13. Dispute Resolution/Arbitration.

     11.13.1 The parties  agree with the  principle  that  disputes,  claims and
controversies  arising  out of or  related  to  this  Agreement  (including  the
performance,  enforcement,  breach,  or  termination  thereof,  and any remedies
relating thereto) (each, a "Dispute") should be regarded as business problems to
be resolved promptly through business-oriented  negotiations before resorting to
arbitration.  The parties agree to use their best efforts and to attempt in good
faith to resolve any Dispute  promptly by negotiation  between the executives of
the parties who have authority to settle the Dispute.  Either party may give the
other party  written  notice of any Dispute not resolved in the normal course of
business  ("Notice of Dispute").  Within  fifteen (15) days after receipt of the
Notice of Dispute by the receiving party ("Date of Notice"), the receiving party
shall submit to the other a written response, which shall include a statement of
such party's  position.  Within  thirty (30) days after the Date of Notice,  the
parties shall meet at a mutually  acceptable  time and place,  and thereafter as
often as they reasonably deem necessary,  to attempt to resolve the Dispute. All
reasonable  requests  for  information  made by one party to the  other  will be
honored.

<PAGE>


                                      -16-

     11.13.2  All   negotiations   pursuant  to  this  Section  11.13  shall  be
confidential and shall be treated as compromise and settlement  negotiations for
purposes of applicable rules of evidence.


     11.13.3  In the event the  Dispute  has not been  resolved  by  negotiation
within 45 days of the Date of  Notice,  then such  Dispute  shall be  settled by
binding  arbitration   according  to  the  rules  of  the  American  Arbitration
Association, before an Arbitral Panel composed of three Arbitrators. One of such
Arbitrators  shall be  selected by a majority  of the  remaining  members of the
Board of Directors of the Company,  excluding those  Directors  appointed by the
Manager, another by the Manager and the third one by two Arbitrators selected by
the Company and the Manager.  The Arbitration  shall be legally  binding,  shall
take place in San Juan, Puerto Rico. The arbitral award or order ("Award") shall
be given in writing,  shall  detail the  disputed  matters and the reasons  upon
which  the  Award is  based.  The  Award of the  Arbitrators  shall be final and
binding  upon the  parties  and shall not be  subject  to appeal to any court or
other authority. Judgment upon the award or order may be entered in any court of
competent  jurisdiction,  and  application  may be made to any  such  court  for
enforcement  thereof.  Each  party  shall  bear its own  costs and  expenses  in
connection with the  Arbitration,  but shall share equally in the costs and fees
of the Arbitration  proceedings.  Each party accepts and submits to the arbitral
jurisdiction  referenced above and to any court of competent  jurisdiction  with
regard to enforcement of the Award. Process in any such action or proceeding may
be served on any party anywhere in the world.


<PAGE>

                                     -17-


     11.14.  Force  Majeure.  In the event  either  party is  unable to  perform
material  obligations  pursuant to this Agreement,  or if any of its obligations
should  become  impeded,  restricted,  or  interfered  with  because  of natural
disaster,  war, revolutions,  civil commotion,  terrorist acts, embargo, acts of
Governments  in the  exercise of its  sovereignty,  labor  disputes,  including,
without limitation,  strikes,  slowdowns, picket lines or boycotts, or any other
circumstances  which are beyond the  reasonable  control of the affected  party,
without  the  existence  of fault or  negligence  by its part,  such party shall
remain,  as long as it  notifies  the other  party  immediately,  freed from its
obligations,  and, the other party shall remain equally freed in the same manner
from the  fulfillment  of its  obligations  until  such  delay,  restriction  or
interference  has  ceased,  as  long  as  the  affected  party  does  everything
reasonably  possible to comply with its obligations  hereunder,  considering the
circumstances.

     11.15.  Prevailing  Party.  Subject to the  requirements  of Section  11.13
hereof,  the non-prevailing  party in any legal proceedings  arising out of this
Agreement shall pay the reasonable legal and accounting fees, costs and expenses
incurred by the prevailing  party in presenting,  arguing and resolving any such
dispute,  including  the  enforcement  of any decision or the  collection of any
award.



<PAGE>


                                      -18-



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

--------------------------------------- ----------------------------------------

The Company:                              The Manager:

SALINAS HOLDINGS, INC.                    MARGO NURSERY FARMS, INC.


By:       /s/ Mark H. Greene              By:      /s/ J. Fernando Rodriguez
     --------------------------                -----------------------------
Name:     Mark H. Greene                  Name:    J. Fernando Rodriguez
Title:    President                       Title:   President
--------------------------------------- ----------------------------------------