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                                                                   EXHIBIT 10.50


                         COLLECTIVE BARGAINING AGREEMENT

                                     BETWEEN

                            QUINCY CORPORATION, INC.

                                       AND

                     UNITED FARM WORKERS OF AMERICA, AFL-CIO


    JANUARY 21, 2004
                                    PREAMBLE

        The Employer, the Union and employees recognize the obligations of its
        members to work towards efficient operation of the Employer and the
        demands of the Employer's customers. Therefore, it is the purpose of
        this Agreement to obtain a maximum efficiency in the operations of the
        Employer; to eliminate all interruptions of work and interference in
        operations; to secure a prompt and fair disposition of grievances; and
        to set forth other conditions of employment during the life of this
        Agreement.

I.      PARTIES

        THIS AGREEMENT is between QUINCY CORPORATION, INC. (hereinafter referred
        to as the "Employer") and its successors, provided that such successor
        is at least fifty one percent (51%) owned by existing shareholders of
        the Employer as of the date of this agreement, and UNITED FARM WORKERS
        OF AMERICA, AFL-CIO, (hereinafter referred to as the "Union").

II.     RECOGNITION/UNION RIGHTS AND OBLIGATIONS COMPANY/UNION COOPERATION

    A.  The Employer does hereby recognize the Union as the sole labor
        organization representing the rights of its employees described in
        Attachment A, hereafter collectively called "workers".

    B.  The Employer further recognizes the rights and obligations of the Union
        to negotiate wages, hours and other terms and conditions of employment
        and to administer this Agreement on behalf of the covered employees. The
        Employer will inform all employees immediately upon their employment of
        its policies and commitments as set forth above. The Employer will hand
        out a notice to new employees immediately upon their employment
        regarding the collective bargaining agreement and the commitment of
        Employees, Employer and Union working together in partnership.



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    C.  Neither the Employer nor its representatives will interfere with the
        right of any worker to join and assist the Union. The Employer agrees
        that employees will secure no advantage, no more favorable consideration
        nor any form of special privilege because of non-participation in Union
        activities. Further, the Employer agrees with and recognizes the right
        of workers to support and participate in collective bargaining and
        contract administration functions.

    D.  The Union agrees with the objective of achieving the highest level of
        employee performance and production consistent with safety, good health,
        fair treatment and respect and to use its best efforts to effectuate the
        same with employees.

III.    HOURS OF WORK, OVERTIME, WAGES AND BENEFITS

    A.  Wage rates for specific job classifications are set forth in Article
        XXVI.

    B.  Overtime: Except for employees covered by the harvesting incentive pay
        system, hourly employees shall receive time and one-half (1 1/2) their
        regular rate of pay for all hours worked over forty (40) in a given
        seven (7) day calendar week. Employees covered by the harvesting
        incentive pay system do not earn overtime but are eligible for holiday
        pay premium as provided in Article XXVII below.

    C.  Meal time breaks shall be one-half (1/2) hour.

    D.  Pay Periods and Pay Days: Employees will be paid on a weekly basis and
        will receive their paycheck every Thursday.

    E.  Employees shall have paid rest periods of fifteen (15) minutes each,
        which insofar as practical, shall be in the middle of each continuous
        four (4) hour work period. The afternoon breaks will be in accordance
        with this language.

IV.     UNION SECURITY

        A. The Employer agrees, upon written authorization from the employee, to
        deduct union dues and assessments from the employee's paycheck each week
        and remit to the Union's designee. The deductions will commence the
        first paycheck ten (10) working days after the Employer receives the
        employee's written dues authorization. Any change in union dues shall
        become effective the next paycheck ten (10) working days after the
        Employer has received a certification of the change signed by the
        Union's President. Employees may revoke their union dues authorization
        by written order of revocation to the Employer and to the Union.
        Beginning on February 15, 2001, such written order of revocation may
        only be submitted between February 15 and Feb. 22 or between Aug. 15 and
        Aug. 22 of each year. A notice to employees shall be given each employee
        in the bargaining unit employed at the signing of this agreement and to
        each new employee when hired. The Employer will cease making



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        such deductions from the next paycheck ten (10) working days after
        notice of said revocation is received in writing from the employee. The
        Employer shall provide a monthly summary report containing the names of
        the members, Social Security numbers, payroll periods covered, gross
        wages, total hours worked per worker and amount of dues and assessments
        deducted during such pay periods from each member.

    B.  Dues and assessments shall be deducted on a weekly basis and remitted to
        UFW, Membership Department, P.O. Box 62, Keene, CA 93531.

    C.  The Union agrees to indemnify and hold the Employer harmless against any
        and all claims, suits or other forms of liability arising out of the
        deductions of money for Union dues and assessments from an employee's
        pay. The Union assumes full responsibility for the disposition of the
        moneys so deducted once it has been remitted to the UFW's Membership
        Department.

V.      HIRING

    A.  The Union will provide a list of applicants to the Employer for
        consideration when new or additional employees are needed in the areas
        referred to in Attachment A. The company will provide a list of
        vacancies, when they become available, to the local UFW representative
        via fax.

        1.  UFW representative will be notified via fax and be given the
            opportunity to meet with new employees during orientation.

    B.  Promotion and Job Bidding. In the event a permanent vacancy in a job
        classification in the bargaining unit arises, which the Employer decides
        to fill, the following procedures shall apply.


        1.) The Employer will post the job for seven (7) working days on
            bulletin boards and otherwise announce the vacancy consistent with
            the Employer past practice, including allowing non-bargaining unit
            employees to bid bargaining unit jobs and vice versa.

        2.) Employees who wish to be considered for the posted vacancy must
            apply in writing during the posting period to the Employer's
            designee.

        3.) If the employer's designee decides to temporarily fill the position
            while the permanent assignment is being made, he may do so with any
            qualified employee, provided experience gained during such temporary
            assignment shall not be determinative in filling the vacancy
            permanently.

        4.) The Employer's designee will consider all timely applications from
            qualified employees and fill the vacancy based on:

            a.  Qualifications and ability to perform the work.

            b.  Past disciplinary records. Employer will review employees past
                two (2) years performance to determine past disciplinary
                actions,



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                if an employee has less than two (2) years service, the lesser
                seniority period will be the look back period for all
                applicants.

            c.  Job Classification seniority.

        When factors a and b are relatively equal, Job Classification seniority
        shall be given primary consideration.

VI.     SENIORITY

    A.  Probationary Period. A newly hired employee in the bargaining unit will
        be considered a probationary employee for the first ninety (90) calendar
        days of employment. During the probationary period, the Employer retains
        the right to layoff, terminate, transfer, or discipline such employee
        subject only to the law and the employee shall have no recourse to the
        grievance or arbitration procedure provided herein. After successful
        completion of the probationary period, the employee shall be placed on
        the seniority list as of his date of hire. Annual leave shall accrue
        during probation and may be taken as earned under the same conditions
        applicable to non-probationary employees. No accrual of benefits will be
        paid to employees who do not complete probation.

    B.  Farm Seniority. Farm seniority shall be the time of cumulative service
        as an employee of the Employer.

    C.  Job Classification Seniority. Job Classification seniority shall be the
        time of cumulative service on the active payroll of the Employer working
        within a designated job classification. An approved leave of absence
        will qualify as part of cumulative service.

    D.  Priority. Where two or more employees have the same seniority date or
        dates, under sections B and C of this article, the seniority dates shall
        be determined by the employee's birthday.

    E.  Regaining Seniority. If a former employee is rehired, he will establish
        a new Job Classification seniority. Credit for Medical Insurance,
        Pension and Section 401(K) Plan participation shall not be restored
        unless allowed by the particular Plan.

    F.  Promotions Within the Unit. When an employee is promoted to a different
        position within the bargaining unit, he shall be on a trial period for
        thirty (30) days during which time he may elect to return to the
        position from which promoted. However, if the prior position has been
        filled, the returning employee will be placed in another position but
        with no reductions in the rate of pay he was receiving initially prior
        to the promotion. Upon successful completion of the trial period, job
        classification seniority shall accumulate from the date of promotion. If
        prior to the end of the 30-day period the employee is removed and
        returned to his



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        former or similar open position, he shall be given Job Classification
        seniority credit for the time spent in the job to which he was promoted.

    G.  If any employee decides to transfer out of the bargaining unit, he must
        return within thirty (30) days to keep his job classification seniority.

    H.  Seniority List. Upon the execution of this Agreement, the Employer shall
        prepare a seniority list for bargaining unit employees which shall show
        Farm and Job Classification seniority. The Employer will provide the
        Union with a copy within a reasonable time period. After the initial
        list a seniority list will be provided to the Union within five (5)
        working days of a written request but no more than once during a
        calendar quarter.

    I.  Layoff. In the event of a permanent layoff, the layoff will be by Farm
        seniority. In the event of a temporary layoff, the layoff will be by Job
        Classification seniority.

    J.  Employees will be recalled in inverse order of layoff. Employees
        recalled must be satisfactorily able to perform the job at the time of
        recall.

VII.    GRIEVANCE AND ARBITRATION

    A.  A grievance is defined as any difference between the Employer and any
        employee or the Union involving the interpretation or application of the
        provisions of this Agreement, or a claim of a violation of this
        Agreement. Whenever a grievance arises between the Employer and the
        employee or the Union, the matter will be handled in accordance with the
        following procedure:

    B.  Informal. Except in cases involving disciplinary action which shall
        proceed immediately to Step 1, the employee shall meet to discuss the
        grievance informally with his immediate supervisor and attempt to
        resolve the grievance before it may be filed in Step 1. The employee
        must request this meeting not more than ten (10) business days after the
        occurrence which gives rise to the grievance. Failure of the employee to
        request a meeting within the time set shall be deemed a waiver of the
        grievance and it shall not be subject to further processing under this
        Article or otherwise. A Union steward may be present if the Employee
        requests; however, the employee shall have the right to adjust his
        grievance with or without the assistance of the Union.

    C.  Step 1: Within ten (10) business days after the meeting in the informal
        step, the grievance shall be reduced to writing and signed by the
        employee and presented to his or her immediate supervisor. The written
        grievance must include:

            a.  A statement of the grievance and a summary of the facts on which
                the grievance is based.



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            b.  The remedy requested.

            c.  The Article and Section of the Agreement which the grievant
                claims has been violated.

    D.  Step 2: Within ten (10) business days of presentation of the written,
        signed grievance, the employee, one local representative of the Union,
        and the Employer's designee shall meet and/or discuss the grievance. A
        second meeting will then be held with the employee's manager, or the
        next level of management above the grievant's immediate supervisor,
        whichever applies, the Employer's designee, and one local representative
        of the Union to meet and/or discuss the grievance. The management
        representative will respond in writing within ten (10) business days of
        the conclusion of these two meetings and/or discussions

    E.  Step 3: If the grievance is not settled in Step 2 above, within ten (10)
        business days of receipt of the Employer's response in Step 2, the Union
        shall notify the Employer in writing of its appeal of the grievance to
        Step 3. Within ten (10) business days of delivery of the written notice
        of appeal to Step 3, the Union and the Employer's designee shall meet
        and/or discuss the grievance. The designee shall respond in writing
        within ten (10) business days after the meeting or discussion. Failure
        of the parties to meet to discuss the grievance within the time provided
        in Steps 1, 2 and 3 of the grievance procedure or failure of the
        Employer to respond at any step shall be deemed a denial of the
        grievance. The Union must then proceed to the next step within the time
        limits, just as if the Employer had denied the grievance in writing on
        the last day for a response. Failure of the Employer to respond at any
        step shall not in any way restrict the Employer's or the Union's right
        to raise any issue or present any evidence it deems appropriate in
        support of its position in any subsequent arbitration or other
        administrative or judicial proceedings.

    F.  Arbitration. Any signed, written grievance which is not settled pursuant
        to sections B, C, D and E of this article, shall be submitted to binding
        arbitration upon the request of either party. Arbitration proceedings
        must be initiated by serving a written request for arbitration by the
        Union or the Employer within forty-five (45) working days of the
        response of the Employer under Step 3 above or the last day on which the
        Employer could have responded to Step 3, whichever occurs first.

    G.  Selection of Arbitrator. As soon after the request for arbitration is
        served as is conveniently possible, the parties shall meet or confer by
        telephone in order to select an arbitrator to hear and decide the
        grievance. If the parties are unable to agree on an arbitrator, the
        party requesting arbitration shall request the American Arbitration
        Association to supply the parties with a panel of seven (7) arbitrators.
        Within five (5) working days after the receipt of such panel, the
        parties will meet or confer by telephone or in person to select an
        arbitrator. The Union and the Employer shall each have the right to
        alternatively strike three (3) names from the list. The name remaining
        shall be the arbitrator. Subject to section H of this article, the
        arbitrator



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        selected shall decide the dispute and such decision shall be final and
        binding on the parties and the employees. The expenses of the arbitrator
        shall be paid equally among the parties. However, each party shall be
        responsible for its own attorneys' fees, any court reporting services it
        wishes to use, and the wages of employees, whether they be witnesses,
        potential witnesses, representatives, or grievant, it utilizes in any
        arbitration proceeding.

    H.  Authority of Arbitrator. The jurisdiction of the arbitrator is limited
        and confined to the interpretation and application of the specific
        provisions of this Agreement to the grievance. The arbitrator shall in
        no way alter, amend, or modify the terms of this Agreement. When any
        employee has been disciplined for one or more of the rules and
        regulations of the Employer and said discipline is subjected to this
        Article, the arbitrator shall deny the grievance if he is satisfied by a
        preponderance of the evidence that the employee violated such rule or
        regulation. Under no circumstances may an arbitrator award back wages or
        monetary relief to any employee for a period more than ten (10) working
        days prior to the submission of the grievance to Step 1. Monetary awards
        shall be limited to the amount of the back wages and benefits the
        employee would have otherwise earned less unemployment compensation and
        other earnings. No relief may be granted to any employee who has not
        timely filed a grievance as required above. The arbitrator may not
        consider more than one (1) grievance without the agreement of both
        parties; provided, multiple grievances properly raise the same issues
        which have been properly appealed. The arbitrator shall have no power to
        establish wage scales or fringe benefits or to change the established
        wage scale or schedule of fringe benefits.

    I.  Finality of Decision. The decision of the arbitrator shall be supported
        by substantial evidence on the record as a whole and shall be final and
        binding on the employees, the Employer and Union.

    J.  Time Limits. The time limits set forth above are to be considered of the
        essence to the grievance and arbitration procedure. The failure of the
        employee or the Union to meet any time limit set forth therein shall be
        deemed to constitute waiver of the grievance and acceptance of the
        Employer's position. The time limits in sections B, C, D and E of this
        article may be extended in writing by mutual consent of the parties.

    K.  Limitations. The party referring a grievance to arbitration shall have
        the burden of proof, except the Employer shall have the burden of proof
        in disciplinary grievances unless this Agreement provides otherwise.

    L.  Precedent. In order to encourage prompt resolution of grievances,
        agreements and compromises of grievances made under this section shall
        not be cited by either party as precedent in any subsequent arbitration
        proceeding without the consent of the other party.



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    M.  Witnesses. Each party shall be responsible for the pay of the
        representatives and witnesses it uses in arbitration or preparation
        therefore. Time spent by witnesses called to testify by the Union in an
        arbitration proceeding will not be counted as time worked.

VIII.   NO STRIKE CLAUSE

        For the duration of this Agreement, the Union, its officers,
        representatives, members and the Employer's employees covered by this
        Agreement, shall not authorize or condone, nor shall they take part in
        or participate in any strike, slow down, picketing, stoppages of work,
        boycott or other interruption of or interference with the Employer's
        business or its operation at any location.

        Failure or refusal on the part of any employee to comply with any
        provision of this Article shall be cause for disciplinary action, up to
        and including discharge.

        If there is a dispute as to whether an employee violated this Article,
        the only issue that may be grieved shall be whether the employee
        violated the Article. Upon proof the arbitrator shall uphold the
        Employer's disciplinary decision.

        The Employer agrees that it will not lock-out employees for the duration
        of this Agreement so long as the Union or the employees do not violate
        their obligations as set forth in this Article.

IX.     RIGHT OF ACCESS TO COMPANY PROPERTY

    A.  Duly authorized and designated representatives of the Union shall have
        the right of access to Employer property in connection with the
        administration of this Agreement or other normal Union affairs in
        designated areas. In areas of operation, access will be granted to
        observe operations with prior written approval of Quincy or Modern
        representatives.

    B.  The Employer shall recognize the Union stewards for handling grievances
        with the Employer, provided Union stewards must be employees of the
        Employer on the active payroll. The Employer agrees that the choice and
        removal of Union stewards is otherwise a function of the Union. The
        Union shall notify the Employer in writing who the current Union
        stewards or alternate stewards are and shall furnish the Employer
        written notice of any new appointments or changes in stewards. The
        selection of an employee as Union steward shall in no way relieve the
        employee from carrying out his or her usual and assigned duties in the
        same manner as is expected of all other employees. The number of Union
        stewards should be limited to one (1) chief and two (2) stewards.
        Alternates may be substituted when a steward is absent for an extended
        period of time.



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    C.  Stewards shall not leave their jobs while on shift for the purpose of
        investigating, presenting, handling or settling grievances with
        management except by permission of the Employer's designee. All such
        activities handled during the steward's working time will be paid for by
        the Employer, however, the stewards will, whenever possible, handle
        activities during non-working time. The Employer shall not be
        responsible for the wages of any steward while they are involved in
        arbitration under this Agreement. Activities of stewards shall in no way
        interfere with the operation of the Employer.

    D.  The Employer will allow no more than five (5) UFW officials to visit the
        Employer's property provided the Union receives prior approval in
        writing by the Employer for each visit. During any visit, the Employer
        will have one or more of its representatives present to accompany the
        UFW officials. The Union officials will not in any fashion interfere
        with the work of the employees.

X.      DISCIPLINE AND DISCHARGE

    A.  Cooperation and Support. The Union agrees to support all the rules and
        regulations of the Employer. Those rules will be supplied to the Union's
        local President and the UFW.

    B.  Quincy Farms Rules. For the best interests of the Employer and its
        employees, all employees will abide by the rules, regulations and
        policies of the Employer. Violation of any of the Employer's rules, or
        for just cause, shall be considered cause for disciplinary action up to
        and including discharge. The Employee may grieve and arbitrate any
        action under this section.

XI.     NON-DISCRIMINATION

        In accordance with the policies of the Employer and the Union, it is
        agreed that there shall be non-discrimination against any employee
        because of race, age, creed, color, religion, sex, sexual orientation,
        national origin, political belief, disability, marital status, language
        spoken or activities on behalf of participation or non-participation in
        any UFW activities..

XII.    LEAVES OF ABSENCE

    A.  General Leaves. At the Employer's sole discretion, an employee who has
        used all accumulated unused annual leave may be granted a leave of
        absence for good reason without pay which in no event shall exceed
        thirty (30) days, unless a longer leave is allowed by law. Leaves of
        absence for personal reasons will be granted only when the services of
        the employee are not immediately required and there are other employees
        capable of doing the work.



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    B.  Activities During Leaves. Leaves of absence will not be granted for the
        purposes of allowing employees to take another position temporarily, try
        out new work, or venture into business for himself. Engaging in any of
        these activities during a leave of absence will result in termination
        for the employee.

    C.  Return From Leave of Absence. Upon returning to work from an authorized
        leave of absence under this Article, an employee shall be entitled to
        the job he left, or a job similar to the one he left. If such job or
        jobs have been eliminated or another employee has been permanently
        transferred to take over such job or jobs, the Employer shall have the
        right to place the returning employee in any job which it deems him
        capable of performing.

    D.  Union Activities. Should an employee wish time off to attend Union
        conventions or training sessions, he shall file a written request just
        as he would when requesting other leave without pay, but not less than
        ten (10) days before the requested leave is to begin. Such leaves may be
        no longer than five (5) working days and no one steward may take more
        than ten (10) working days off a calendar year for such leaves. The
        Employer's designee will review a properly filed request and grant the
        leave request if in his discretion he determines such leave will not be
        operationally inconvenient. All such leaves will be without pay.

    E.  Long Term Leave. An employee may request a leave of up to one year to
        conduct Union business, subject to written request procedures listed
        above.

    F.  Family Medical Leave Act. The employer agrees to abide by the Family
        Medical Leave Act when supporting documents are provided as required by
        law.

XIII.   INS

        The Employer agrees to notify the Union of immigration status issues
        pertaining to members of the bargaining unit which arise during the term
        of this Agreement. In carrying out its obligations under immigration
        law, the Employer shall abide by all applicable laws and regulations. To
        the extent the Union seeks to assist bargaining unit members on
        immigration related issues, the Employer will work cooperatively with
        the Union to the extent such cooperation is consistent with applicable
        federal immigration laws and regulations.

XIV.    SSA LANGUAGE

        When the Employer receives written notice from the Social Security
        Administration concerning the verification of Social Security numbers,
        the Employer shall promptly fax said notice to the Union. The Employer
        shall provide a minimum of thirty (30) days following written notice to
        each such employee to correct his or her records before terminating the
        employee.



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XV.     MAINTENANCE OF STANDARDS

        Employer agrees that all terms and conditions of employment for
        employees relating to wages, hours of work and general working
        conditions shall be maintained at no less than the highest standards in
        effect as of the date of this agreement.

XVI.    BARGAINING UNIT WORK

        Supervisors and other persons not included in the bargaining unit shall
        not perform any work covered by this Agreement except for instruction,
        training, testing equipment, experimental and developmental work,
        emergencies, or other occasional and incidental types of work which does
        not deprive bargaining unit workers of work or avoid the recall of
        bargaining unit workers for work they would normally perform.

XVII.   MANAGEMENT RIGHTS

        All inherent and common law management functions and prerogatives which
        the Employer has not expressly modified or restricted by this Agreement
        are retained and vested exclusively in the Employer and are not subject
        to arbitration under this Agreement. The Employer specifically reserves
        the exclusive right in accordance with its judgment to reprimand,
        suspend and otherwise discipline employees; to discharge employees for
        just cause, which includes violation of company regulations and
        policies; to hire, promote, demote, transfer, layoff and recall
        employees to work; to determine the starting and quitting times, and the
        number of hours and shifts to be worked; to maintain the efficiency of
        employees; to close down the operation or any part thereof, or expand,
        reduce, alter, combine, transfer, assign or cease any job, department,
        operation, or service; to control and regulate the use of machinery,
        equipment and other property of the Employer; including but not limited
        to transferring or subcontracting with satellite growers for the
        cultivation, growing and harvesting of mushrooms provided that such
        subcontracting is not conducted on the company's existing property; to
        determine the number, location and operation of stations and divisions
        and departments thereof; to assign work and overtime; to determine the
        size and composition of the work force; to make or change rules,
        procedures, policies and practices not in conflict with the provisions
        of this Agreement; to assign or reassign equipment, jobs and work
        locations; to set schedules, hours and days of work; to establish
        standards of conduct and work for employees; to introduce new or
        improved production, maintenance, services and packing methods,
        materials, machinery and equipment and otherwise generally manage the
        business; and to direct the work force.

        The Employer's failure to exercise any function hereby reserved to it,
        or its exercising



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        any such function in a particular way, shall not be deemed a waiver of
        its rights.

XVIII.  RECORDS AND PAY PERIODS

    A.  The Employer shall keep full and accurate records, including total hours
        worked, piece rate or incentive rate records, total wages and total
        deductions. Employees shall be furnished a copy of the itemized
        deductions, hourly rates, hours worked and total wages each payday which
        shall include the employee's piece rate production records.

    B.  The employee may request to examine time sheets, piece rate records and
        other records that pertain to the employee's wages. A Union
        representative may be present at the employee's request.

XIX.    BULLETIN BOARD

        The Employer shall provide bulletin boards placed at such locations as
        shall be mutually agreed. The bulletin board will not be used for
        solicitation. The Union agrees to provide Quincy Farms designee with a
        copy of all posted material prior to the time such material is posted.

XX.     MODIFICATION

        No provision or term of this Agreement may be amended, modified,
        changed, altered or waived except by written document executed by the
        parties hereto.

XXI.    SAVINGS CLAUSE

        If any part of this Agreement is, or is hereafter found to be, in
        contravention of the laws or regulations of the United States or of any
        state having jurisdiction, such part shall be superseded by the
        appropriate provisions of such law or regulation so long as the same is
        in effect, but all other provisions of this Agreement shall continue in
        full force and effect.

XXII.   JDLC PENSION PLAN

        Commencing on March 31, 1999 the Employer shall contribute to the Juan
        De La Cruz Farm Workers Pension Plan in the amount of five cents ($.05)
        for each hour worked by all employees covered under this agreement.

        The monthly contributions to the Juan De La Cruz Farm Workers Pension
        Plan, together with a monthly summary report, shall be forwarded to the
        administrator of the plan no later than the fifteenth (15th) day of the
        following month at P.O. Box 92861, Los Angeles, CA 90009, or other such
        address designated in writing by the plan administrator.



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XXIII.  MEDICAL PLAN

        The Employer agrees to continue to offer eligible employees the existing
        Blue Cross Medical Plan, however the Employer retains the right to
        modify the plan and employee contributions if the total cost to the
        company increases by more than fifty thousand dollars ($50,000) during a
        twelve (12) month period. In the event that the increase for the second
        twelve (12) month period is less than fifty thousand dollars ($50,000),
        the employer agrees to carry over the unused portion of the increase to
        the third twelve (12) month period. The Employer agrees that if faced
        with a sizable increase it will inform the Union and discuss possible
        alternatives.

XXIV.   DISCLOSURE

        When the Employer eliminates, adds or modifies rules and regulations or
        forms that apply to wages, hours and working conditions, it will make
        bargaining unit employees aware of same and provide the Union a copy of
        the applicable rule, regulation or form. The Employer will notify the
        Union of changes in rules and regulations, so they can assist with
        communications when appropriate.

XXV.    PROFIT SHARING

    A.  All employees of Quincy Corporation who are employed at the end of each
        of the years covered by this agreement are eligible for a profit sharing
        bonus. The first period will be January 1, 2004 through December 31,
        2004 and the bonus (if any) will be paid on or before March 15, 2005.
        The second period will be January 1, 2005 through December 31, 2005 and
        the bonus (if any) will be paid on or before March 15, 2006. The third
        period will be January 1, 2006 through December 31, 2006 and the bonus
        (if any) will be paid on or before March 15, 2007. The bonus (if any)
        will be calculated as follows:

        The following percentage of Quincy Corporation's audited before interest
        and tax earnings for each of the periods covered by this agreement will
        be established as a bonus pool amount:

<TABLE>
<S>                                   <C>
        $0 to $3,000,000                     0%
        Above $3,000,000              10% of excess
</TABLE>

    B.  The bonus pool amount will be divided by the total wages for the
        applicable period paid to employees of Quincy Corporation who are
        employed at the end of each respective period and the result is the
        bonus multiplier.

    C.  Each employee's total wages paid during the applicable period will be
        multiplied by the bonus multiplier to determine the employee's bonus.



                                      130
<PAGE>

    D.  The Employer shall submit every six (6) months operating statements to
        the Union within forty-five (45) days of the end of each six (6) month
        period. The Employer shall also submit its annual operating statement
        for 2004, 2005 and 2006 to the Union within sixty (60) days of the end
        of the fiscal year. There shall be no inter- company charges initiated
        during 2004, 2005 and 2006 that have the effect of reducing the bonus
        pool amount. The Employer will not change accounting assumptions or
        practices, except as required to conform to government regulations or
        generally accepted accounting principles; and in no event shall such
        assumptions or practices be changed to reduce the bonus pool amount. The
        Employer agrees to provide for an independent audit of the Employer
        specifically designed to verify the bonus pool amount. This independent
        audit will be paid for by the Employer and a copy will be addressed to
        the Union.

    E.  If for any reason the Employer is sold, the eligible employees are fully
        vested in the prorated share of the profits for the period the profit
        sharing plan is in effect. Such prorated share will be paid to the
        eligible employees within thirty (30) days after the completion of the
        sale of the Employer.

XXVI.   WAGES

         Year One: (01/21/04 - 01/20/05)
        Bargaining unit hourly paid employees will receive a twenty-five cents
        ($.25) per hour wage increase effective January 18, 2004. The Incentive
        Harvesters who are paid by the pound will receive an increase per pound
        picked that will be equivalent to the hourly increase.

        Night Shift Farm Operations will receive an additional $.10 per hour
        increase for night shift premium. This will bring their night shift
        premium to $.30 per hour.


        Year Two: (01/21/05 - 01/20/06)
        Hourly paid employees will receive a twenty cents ($.20) per hour wage
        increase effective the first pay period of 2005. The Incentive
        Harvesters who are paid by the pound will receive an increase per pound
        picked that will be equivalent to the hourly increase.


        Year Three: (01/21/06 - 12/31/06)
        Hourly paid employees will receive a twenty cents ($.20) per hour wage
        increase made retroactive to the first pay period of 2006. The Incentive
        Harvesters who are paid by the pound will receive an increase per pound
        picked that will be equivalent to the hourly increase.



                                      131
<PAGE>

XXVII.  HOLIDAYS AND OVERTIME

        Because of the nature of the mushroom business, it will be necessary to
        work holidays. The company shall pay hourly employees not covered by the
        harvesting pay system one and one-half (1-1/2) times an employee's
        regular straight time hourly rate for hours worked on the following
        recognized holidays: NEW YEAR'S DAY, MARTIN LUTHER KING, JR.'S OBSERVED
        BIRTHDAY, MEMORIAL DAY, FOURTH OF JULY, LABOR DAY, THANKSGIVING DAY, and
        CHRISTMAS DAY. Employees covered by the harvesting pay system will be
        paid the normal incentive pay earned during hours worked on these
        designated holidays plus an additional 1/2 their base hourly rate for
        such holiday hours.

        If you are scheduled to work on a Holiday and fail to do so without a
        valid excuse you will be subject to disciplinary action on the first
        occurrence. A second occurrence within a twelve (12) month period will
        result in suspension. Repeat offenders outside of a twelve (12) month
        period will be terminated.

XXVIII. VACATIONS/SICK/PERSONAL DAYS

        Vacation benefits for regular employees shall be granted on the
        following basis:

<TABLE>
<CAPTION>
         YEARS OF CONTINUOUS                                       VACATION
               SERVICE               VACATION DAYS                    PAY*
<S>                                  <C>                           <C>
                  1                  One week (5) days                 2%
                  3                  Two weeks (10) days               4%
                 10                  Three weeks (15) days             6%
</TABLE>

        *Percent of gross W-2 earnings for the preceding employment year for the
        first year of service and for the preceding calendar year for all
        subsequent years of service.

        A vacation is not earned until an employee reaches his anniversary date.

        Vacation benefits will be granted only after an employee's anniversary
        date. Vacations must be scheduled one (1) month in advance and approved
        by your supervisor.

        Seniority shall govern in the selection of vacations insofar as
        practicable to do so under current operating conditions. Certain
        departments have a maximum limit on how many people can be gone from
        work at any given time.

        Vacation benefits shall not be allowed to accumulate from one vacation
        period to the next A carryover may be allowed for up to three (3) months
        if a vacation request was



                                      132
<PAGE>

        denied due to scheduling and confirmed by employees supervisor.

        Quincy Farms will provide all hourly employees with two (2) paid
        personal/sick days per year. The requirements are:

                1.  Must have been employed at least ninety (90) days.

                2.  Sick/Personal days will be based on a calendar year.

                3.  Sick/Personal days cannot be taken prior to, on the day of,
                    or after a holiday.

                4.  Sick/Personal days cannot be taken in conjunction with
                    vacation or any other leave.

                5.  There will be no accrual of sick/personal days.

                6.  Employees will be paid eight (8) hours @ five dollars and
                    fifteen cents ($5.15) per hour for each sick/personal day.

                7.  Sick/Personal day payment will be made each year in the pay
                    periods closest to June 15th and December 15th.

                8.  Call in requirements are necessary for sick days and
                    personal days (if not scheduled in advance). If employee
                    does not call in, the day will be treated as an unexcused
                    absence.

                9.  Form must be completed for each day you take. Notify your
                    Supervisor.

XXIX.   SAFETY

        The Employer and the Union agree that any material change made to the
        Employer's existing Safety Manual will be discussed, prior to any
        change, with the Safety Committee.

XXX.    DURATION

        This agreement shall remain in full force and effect from January 21,
        2004 and expiring on December 31, 2006.

XXXI.   COMMENCEMENT OF NEGOTIATIONS

        Beginning at least three months prior to the expiration of this
        agreement, Quincy and the UFW will meet and will use their good faith
        best efforts to negotiate a new agreement that will promote a
        relationship that will benefit everyone concerned.



                                      133
<PAGE>

UNITED FARM WORKERS OF                          QUINCY CORPORATION d/b/a
AMERICA, AFL-CIO                                QUINCY FARMS


/s/ ARTURO S. RODRIGUEZ                         /s/ G.J. VERHAGEN
------------------------------                  --------------------------------
Arturo S. Rodriguez, President                  Greg J. Verhagen, President


3/2/04                                          1/29/04
------------                                    -------------
Date                                            Date


/s/ EVELIA MENJIVAR                             /s/ BOBBY J. WEATHERFORD
------------------------------                  --------------------------------
Evelia Menjivar, Contract Administrator/UFW     Bobby J. Weatherford, CFO

2/5/04                                          1/27/04
------------                                    -------------
Date                                            Date




NEGOTIATING COMMITTEE
Name/Date

/s/ RAMON C. MENDOZA                   2/5/04
----------------------------------------------------------

/s/ WILLIE B. DILWORTH                 2/5/04
----------------------------------------------------------

/s/ DIANNE STARKE                      2/5/04
----------------------------------------------------------

/s/ BLANCA GUERRA                      2/5/04
----------------------------------------------------------

/s/ JEANNETTE JAMES                    2/5/04
----------------------------------------------------------

/s/ RONALD K. ANDERSON                 2/5/04
----------------------------------------------------------



                                      134
<PAGE>

              ADDENDUM NUMBER 1 TO CONTRACT DATED JANUARY 21, 2004

                                     BETWEEN

                            QUINCY CORPORATION, INC.

                                       AND

                     UNITED FARM WORKERS OF AMERICA, AFL-CIO



The Parties agree as follows:

Quincy Farms agrees to not reduce the current production capacity or square feet
planted or produced at Quincy Farms during the term of the contract dated
January 21, 2004.



UNITED FARM WORKERS OF                          QUINCY CORPORATION d/b/a
AMERICA, AFL-CIO                                QUINCY FARMS



  /s/ ARTURO S. RODRIGUEZ                       /s/ G.J. VERHAGEN
--------------------------------                --------------------------------
Arturo S. Rodriguez, President                  Greg J. Verhagen, President

3/2/04                                          1/29/04
-------------                                   -------------
Date                                            Date



  /s/ EVELIA MENJIVAR                           /s/ BOBBY J. WEATHERFORD
--------------------------------                --------------------------------
Evelia Menjivar, Contract Administrator/UFW     Bobby J. Weatherford, CFO


1/29/04                                         1/27/04
-------------                                   -------------
Date                                            Date



                                      135
<PAGE>

              ADDENDUM NUMBER 2 TO CONTRACT DATED JANUARY 21, 2004

                                     BETWEEN

                            QUINCY CORPORATION, INC.

                                       AND

                     UNITED FARM WORKERS OF AMERICA, AFL-CIO


The Parties agree as follows:

During the term of the contract dated January 21, 2004, Quincy Farms agrees to
remain as the employer of those bargaining unit employees who are hired to
provide services in the packing and shipping department that currently is being
leased to Modern Mushroom Company. This addendum shall not be construed to
provide to any current or future bargaining unit employees in the packing and
shipping department guaranteed employment for a specific term or period of time.



UNITED FARM WORKERS OF                          QUINCY CORPORATION d/b/a
AMERICA, AFL-CIO                                QUINCY FARMS



/s/ ARTURO S. RODRIGUEZ                         /s/  G. J. VERHAGEN
--------------------------------                --------------------------------
Arturo S.Rodriguez, President                   Greg J. Verhagen, President

 3/2/04                                          1/29/04
-------------                                   -------------
Date                                            Date



/s/ EVELIA MENJIVAR                              /s/ BOBBY J. WEATHERFORD
--------------------------------                --------------------------------
Evelia Menjivar, Contract Administrator/UFW     Bobby J. Weatherford, CFO


1/29/04                                         1/27/04
-------------                                   -------------
Date                                            Date



                                      136
<PAGE>

              ADDENDUM NUMBER 3 TO CONTRACT DATED JANUARY 21, 2004

                                     BETWEEN

                            QUINCY CORPORATION, INC.

                                       AND

                     UNITED FARM WORKERS OF AMERICA, AFL-CIO


The Parties agree as follows:

Quincy Farms agrees to meet with the local union representative to develop a new
safety incentive program. The union will have input into number of people on the
committee, number of meetings, etc.



UNITED FARM WORKERS OF                          QUINCY CORPORATION d/b/a
AMERICA, AFL-CIO                                QUINCY FARMS


/s/ ARTURO S. RODRIGUEZ                         /s/ G. J. VERHAGEN
--------------------------------                --------------------------------
Arturo S.Rodriguez, President                   Greg J. Verhagen, President

3/2/04                                          1/29/04
-------------                                   -------------
Date                                            Date



/s/ EVELIA MENJIVAR                             /s/ BOBBY J. WEATHERFORD
--------------------------------                --------------------------------
Evelia Menjivar, Contract Administrator/UFW     Bobby J. Weatherford, CFO


1/29/04                                         1/27/04
-------------                                   -------------
Date                                            Date



                                      137