**Exhibit 10.51**

 

**MACADAMIA NUT PURCHASE CONTRACT**

**Between**

**Mauna Loa Macadamia Nut Corporation (Buyer)**

**And**

**ML Macadamia Orchards, L.P. (Seller)**

 

**This Agreement is effective July 1, 2003 between Mauna Loa Macadamia NutCorporation, hereinafter called Buyer, and ML Macadamia Orchards, L.P.,hereinafter called Seller.**

 

1. Buyershall buy from Seller and Seller shall sell to Buyer all of the crop producedby the Seller’s Orchard, commonly known as Lot X, consisting of 78.44 treeacres of mature trees in Keaau, Hawaii County, Hawaii, either in husk orwet-in-shell delivered by Seller or Seller’s agent, to Buyer’s plant at Keaau,Hawaii on an FOB basis from July 1, 2003 until December 31, 2006. Seller shallbe responsible for the delivery, at Seller’s expense, of the husked macadamianuts to the processing facilities of Buyer located at Keaau. Title to the nutsand the risk of loss thereof shall pass from Seller to Buyer at the time trucksor trailers containing the nuts deliver the nuts into Buyer’s physical possessionat Buyer’s plant at Keaau.

 

2. Thepurchase price for each delivery shall be $0.60 per adjusted gross pounddelivered. Gross pounds shall be adjusted to a 25% moisture equivalent basisand for trash/spoilage (as defined in paragraph 5) outside a 10% to 13% range(see Exhibit A).

 

3. Buyershall pay for all nuts delivered within each month, by payments to Sellerwithin 30 days after the end of that calendar month. Check will be forwarded toSeller as reflected in paragraph 8 below. In the event that payment is not madewithin 30 days after the end of the calendar month in which delivery was made,the unpaid amount shall bear interest at the Bank of Hawaii prime rate plus 1%.

 

4. Buyer willdraw samples at Keaau plant as follows. One sample of twenty pounds will bedivided into two samples and dried down to 1.5 % moisture. The first samplewill be the basis for the payment after moisture and quality adjustments havebeen made. The second sample will be a back-up sample to be held for a jointreview in the event there is a disagreement over the first sample. Seller willhave the option of requesting a review within fifteen days after the date ofeach payment check.

 

5. Pursuantto Paragraph 2, trash/spoilage is defined as the sum of extraneous material andthose kernels deemed unmarketable because of insect damage, mold, bacteria,germination, hollow centers, rodent damage, and shrivels. Extraneous materialmeans all foreign materials other than in-shell macadamia nuts, such as leaves,twigs, rocks, and husks.

 

6. Neither ofthe parties hereto shall be liable or accountable to the other party for anydelay in complying or any failure to comply with any of the terms, provisionsor conditions of this Contract in the event that such failure shall have beencaused by an act of God (fire, floods, drought, etc.), strike, lockout, publicenemy, war, civil commotion, riot, condemnation, judicial or governmental orderor other requirement of law (such as but not limited to governmentalregulations concerning hazards of marketing or consumption of macadamia nuts)or the refusal or failure of any governmental office to grant any permit ororder necessary for compliance herewith by either party hereto, nor shalleither of the parties be liable or accountable to the other party for anydamages arising from any such delay or failure.

 

7. Selleragrees that the agricultural chemicals used in his orchards will be limited tothose approved by the United States Environmental Protection Agency. Allchemicals will be applied as directed by the label.

 

8. Forconvenience of operation hereunder, each of Seller and Buyer shall designateone representative to serve as the channel or communication for deliveringinformation to and securing necessary action by its principals.

 

 

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Any party may change itsrepresentative from time to time by delivering written notice of such change tothe other party. Until further notice is given, each party’s representativeshall be the person listed in the notice address below:

 
| Seller:                      |   | Buyer:                               |
|------------------------------|--------|--------------------------------------|
|                         |   |                                 |
| ML  Macadamia Orchards, L.P. |   | Mauna Loa  Macadamia Nut Corporation |
| P.O. Box  1826               |   | 2445 McCabe  Way, Suite 250          |
| Papaikou,  HI 96781-1826     |   | Irvine, CA  92614                    |
| (808)  969-8052              |   | (949)  851-1994                      |
| Attention:  Dennis Simonis   |   | Attention:  Darrell Askey            |

 

9. The parties may terminatethis Contract at any time by mutual agreement in writing. In the event that anyparty shall be in default (as defined below), the non-defaulting party mayterminate this Contract at any time by delivering written notice of suchtermination to the defaulting party.

 

A party shall be in “default”under this Contract in the event that: (i) it files any voluntary proceedingfor dissolution or under any federal or state bankruptcy, insolvency,receivership or similar law; (ii) any such proceeding is commenced against itinvoluntarily and is not dismissed within 60 days; (iii) it makes anycomposition with or assignment for the benefit of its creditors; (iv) it entersinto any corporate reorganization or acquisition without making adequateprovision for the performance of its obligations under this Contract; (v) itfails to perform any of its obligations when due under this Contract and itfails to correct such non-performance within 30 days after written demand forperformance is made by the other party or, if such non-performance cannot becorrected within 30 days, it does not state in writing its intent to cure suchdefault, deliver such written notice to the other party, and begin immediatelyto cure said default as soon as reasonably possible; or (vi) it repeatedlyfails to perform its obligations under this Contract except upon receipt ofwritten demand for performance.

 

10. This contract will beprimarily performed in and shall be governed by and construed in accordancewith the laws of the State of Hawaii. Each of the parties consents to thejurisdiction of the courts of the State of Hawaii or any federal court sittingin Hawaii and agrees that Hawaii is an appropriate venue for any action thatmay be brought under this contract.

 

11. This Contract representsthe entire agreement and understanding of the parties with respect to thesubject matter hereof. The parties specifically acknowledge and agree that nojoint venture or lease is created hereby and that neither party is herebyappointed as the agent of the other party. This contract will run with the landand will be binding on any successors or assigns of Buyer or Seller.

 

 
|    | In witness  whereof, Seller and Buyer have caused this Macadamia Nut Purchase Contract to  be executed on This 25th day of August 2003. |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                    |
|    |                                                                                                                                    |
| Seller: | s/s                                                                                                                                     |   |
|    | Dennis  Simonis                                                                                                                         |
|    | ML  Macadamia Orchards, L.P.                                                                                                            |
|    |                                                                                                                                    |
|    |                                                                                                                                    |
| Buyer:  | s/s                                                                                                                                     |   |
|    | Darrell  Askey                                                                                                                          |
|    | Mauna Loa  Macadamia Nut Corporation                                                                                                    |
|    |                                                                                                                                    |

 

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**EXHIBIT A**

 

Example 1. Within the 10%-13%band

 
| Gross WIS pounds delivered                        |   | 10,000 |   |
|---------------------------------------------------|--------|--------|--------|
| Trash/Spoilage                                    |   | 11     | %      |
| Adjustment for trash and spoilage (no adjustment) |   | 0      |   |
| Subtotal adjusted gross pounds                    |   | 10,000 |   |
| Delivered moisture                                |   | 21     | %      |
| Adjusted gross pounds @ 25% moisture              |   | 10,533 |   |

 

Example 2. Over the 10% -13%band

 
| Gross WIS pounds delivered                       |   | 10,000 |   |
|--------------------------------------------------|--------|--------|--------|
| Trash/Spoilage                                   |   | 14     | %      |
| Adjustment for trash and spoilage (13% less 14%) |   | (100   | )      |
| Subtotal adjusted gross pounds                   |   | 9,900  |   |
| Delivered moisture                               |   | 21     | %      |
| Adjusted gross pounds @ 25% moisture             |   | 10,428 |   |

 

Example 3. Under the 10%-13%band

 
| Gross WIS pounds delivered                      |   | 10,000 |   |
|-------------------------------------------------|--------|--------|--------|
| Trash/Spoilage                                  |   | 9      | %      |
| Adjustment for trash and spoilage (10% less 9%) |   | 100    |   |
| Subtotal adjusted gross pounds                  |   | 10,100 |   |
| Delivered moisture                              |   | 21     | %      |
| Adjusted gross pounds @ 25% moisture            |   | 10,639 |   |

 

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