**Exhibit
      10.50**


**FIRST
      AMENDMENT TO LEASE**




THIS
      FIRST AMENDMENT TO LEASE (this “ **Amendment** ”)
      is
      dated as of October 2, 2006 by and between HINES NURSERIES, INC., a California
      corporation (“ **Tenant** ”),
      and
      QUANTUM VENTURES, LLC, a Florida limited liability company (“ **Landlord** ”).




R
      E C I T
      A L S




A.  Landlord
      and Tenant have previously entered into that certain Lease dated
      November 7, 2005, as amended by that certain First Amendment to Sublease
      dated of even date herewith (as amended, the “ **Lease** ”).




B.  Concurrently
      herewith, Tenant, as sublandlord, and Costa Nursery Farms, LLC, a Florida
      limited liability company, as subtenant (“ **Subtenant** ”)
      shall
      enter into that certain Sublease dated of even date herewith for the premises
      further described therein (“ **Sublease** ”).




C.  Concurrently
      herewith, Landlord and Subtenant shall enter into that certain Consent and
      Recognition Agreement dated of even date herewith (“ **Consent
      Agreement** ”).




D.  All
      capitalized terms used herein without definition are defined as set forth in
      the
      Lease.




E.  Landlord
      and Tenant hereby desire by this Amendment to amend the Lease upon and subject
      to each of the terms, conditions, and provisions set forth herein.




NOW,
      THEREFORE, in consideration of the recitals set forth above, the agreements
      set
      forth below and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree
      as follows:




1. **Reduction
      of Premises/Term** .
      Landlord and Tenant acknowledge and agree that the premises has been reduced
      to
      the Reduced Premises in accordance with the terms of the Lease. Landlord and
      Tenant hereby reduce the Lease Term of the Lease so that the Lease Term will
      expire on June 30, 2007. From and after the date of this Amendment, the
      term “ **Lease
      Term** ”
shall
      mean the Lease Term as reduced pursuant to this Amendment. Landlord and Tenant
      acknowledge and agree that notwithstanding anything to the contrary in
      Sections 2 and 3 of the Lease, Tenant shall not have any options to extend
      the Lease Term.




2. **Consent
      to Sublease** .
      Landlord hereby consents to the Sublease, however the consent to the Sublease
      shall not in any way reduce, modify or absolve the Tenant from the obligations
      under the Lease. Landlord and Tenant acknowledge that Landlord’s consent
      to the Sublease shall not constitute a consent to further subleases, assignments
      and transfers by Tenant of its interest in the Lease or the Premises.




3. **Bonus
      Rent** .
      In
      consideration for Landlord’s consent to the Sublease, Tenant agrees that fifty
      percent (50%) of the rent required to be paid to the Tenant from Subtenant
      under
      the Sublease as attached hereto (“ **Sublease
      Rent** ”),
      shall
      be paid by Tenant to Landlord within no later than the fifth (5) day of each
      calendar month. Landlord and Tenant acknowledge and agree that Tenant will
      continue to have the obligation to pay Rent to Landlord for the remainder of
      the
      Lease Term in the amount of Three Thousand Seven Hundred Seventeen and 08/100
      Dollars ($3,717.08) per month.




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4. **Effectiveness** .
      This
      Amendment shall not become effective or binding upon Landlord or Tenant until
      the (a) “closing” under the Inventory and Asset Purchase Agreement dated of even
      date herewith between Tenant and Subtenant; and (b) the execution by Landlord
      of
      the Consent Agreement.




5. **Counterparts** .
      This
      Amendment may be executed in any number of identical counterparts and delivered
      by facsimile, and each counterpart hereof shall be deemed to be an original
      instrument, but all counterparts hereof taken together shall constitute but
      a
      single instrument.




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




**Tenant**:HINES
                NURSERIES, INC., a California corporationBy:       
                /s/
                Claudia M. PieropanClaudia M. Pieropan, Chief Financial
              Officer, Secretary and Treasurer**Landlord**:QUANTUM
                VENTURES, LLC, a Florida limited liability companyBy:/s/
                Oscar BarbaraName:Oscar
                BarbaraIts:President
                of Manager









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