SHF ACQUISITION CORPORATION
                              46735 County Road 328
                                  P.O. Box 130
                             Davis, California 95616

      Telephone:  (530) 753-4890               Fax:  (530) 753-4902

                               September 26, 2001

Jonathan A. Levine
Levine Grain Company, Inc.
P.O. Box 1325
Woodland, California 95695

Dear Jon:

1.    SHF, Inc. and LGC, Inc. agree  to a storage rate of .35 per hundredweight
of  corn/milo,   with  a  minimum   charge  based  on  storage  of  125,000  cwt
($43,750.00), under the following conditions.

2.    The storage period will be from September 1, 2001 to August 31, 2002.

3.    Storage charges to be paid quarterly,  however all storage charges to be
paid within 30 days after the warehouse is emptied.

4.    SHF, Inc. shall furnish all labor to receive, maintain and ship out stored
grain.

5.    SHF, Inc. shall  secure and  pay for any power, fees, licenses,  liability
insurance,  taxes  and/or  assessments  required.  LGC,  Inc.  shall be named as
additional insured on warehousemen liability insurance.

6.    Fire, Earthquake and  Natural Disaster insurance is  the responsibility of
LGC, Inc. Fumigation, if necessary, is the responsibility of LGC, Inc. and is to
be done at the direction of LGC, Inc. SHF,  Inc.'s  responsibility  is to notify
LGC, Inc. of discovery of any live infestation.

7.    SHF,  Inc.  to keep  probed  sample  of each  load  delivered  by  LGC for
submission  to Grain  Inspection  Office at West  Sacramento  to LGC.  SHF, Inc.
moistures to govern. All other factors per submitted samples. Inspection charges
for LGC account.

8.    SHF,  Inc.  must  receive or  ship stored  grain  during  harvest per  the
following schedule:

        Monday - Friday       7:30 am - 4:30 pm
        Saturday              7:30 am - 2:30 pm
        Sunday                7:30 am - 11:30 am

unless mutually agreed upon otherwise. Outbound shipments after harvest to be at
normal  business hours excluding  weekends and holidays,  unless mutually agreed
upon otherwise.



<PAGE>
9.    A  standard  shrink  allowance  of one  percent   (1%)  shall be  allowed.
Additional shrink will be at the responsibility of SHF, Inc.

10.   Wet corn  delivered to  SHF, Inc. to be dried  per attached  shrink table.
Drying charges to be negotiated.  Additional  services  rendered by SHF, Inc. to
LGC (checking weighing, short term storage) to be negotiated as needed.

11.   Warehouse  receipts  shall  be issued,  if  requested by LGC,  Inc.,  to
individual growers by SHF, Inc.

12    SHF, Inc. shall not obtain any right,  title, lien or other interest in
the  corn/milo   stored  by  LGC,  Inc.  and  various   growers   except  for  a
warehousemen's  lien  solely to the extent of any storage  payments  due and not
paid under the terms of this agreement.  All title and interest in the corn/milo
stored by LGC,  Inc. and various  growers  shall remain in LGC, Inc. and various
growers unless and until  otherwise  stated by LGC, Inc. and various  growers in
writing,  furthermore,  SHF, Inc. shall not make any representation  that it has
any right,  title or interest in the  corn/milo  stored by LGC, Inc. and various
growers. In addition, SHF, Inc. shall not pledge, assign, encumber,  hypothecate
or otherwise use any interest in the  corn/milo  stored by LGC, Inc. and various
growers to SHF, Inc. own financial  benefit or for the benefit of another.  SHF,
Inc.  shall not borrow  against any  corn/milo  stored by LGC,  Inc. and various
growers,  nor shall SHF, Inc. use such  corn/milo as security or collateral  for
any loan or other financial dealing.

13.   LGC,  Inc.'s  2001 Yellow  Corn/Milo  Discount  Schedule  to  apply unless
mutually agreed otherwise.


/s/ James R. Herfurth               /s/ Jonathan A. Levine
-------------------------------     -------------------------------
James R. Herfurth                   Jonathan A. Levine
SHF, Inc.                           Levine Grain Company, Inc.


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