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                                                                 Exhibit 10.40

                         COLLECTIVE BARGAINING AGREEMENT

                                     BETWEEN

                            QUINCY CORPORATION, INC.

                                       AND

                     UNITED FARM WORKERS OF AMERICA, AFL-CIO


JANUARY 21, 2001

                                    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 and good health, 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: 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, except for
                  employees covered by the harvesting incentive pay system, in
                  this case the employee should be paid the normal incentive pay
                  amount plus 1/2 their base hourly rate.

         C.       Mealtime 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 such deductions from the next paycheck ten (10) working



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                  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.

         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 designee decides to 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, 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.



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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 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.       Transfer Out of the Unit. At the option of the Employer,
                  employees outside the bargaining unit may enter or re-enter
                  the bargaining unit in their former or another position as
                  long as it does not displace any current bargaining unit
                  employee. If they are returned to their former or another
                  position, Job Classification seniority for the period


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                  they worked outside the bargaining unit shall not be counted
                  in calculating job seniority, but Job Classification seniority
                  accumulated before the transfer shall be retained. If any
                  employee decides to transfer out of the bargaining unit, he
                  must return within ninety (90) 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 layoff, employees will be selected
                  for layoff on the basis of the following factors:

                      1.) Job Classification seniority.

         J.       Employees will be recalled in inverse order of layoff by Job
                  Classification.

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) working 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) working 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.

                      b. The remedy requested.


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

         D.       Step 2: Within ten (10) working 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) working 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) working 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) working 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) working 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 selected shall
                  decide the dispute and such decision shall be final and
                  binding on the parties and the employees.


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                  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.    DISCRIMINATION

                  In accordance with the policies of the Employer and the Union,
                  it is agreed that there shall be no 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 or in opposition to any labor organization.

XII.     LEAVES OF ABSENCE

         A.       General Leaves. Leaves of absence without pay are discouraged;
                  however, at the Employer's 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.

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

         A.       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.

         B.       It shall not be a violation of this Agreement for persons
                  other than bargaining unit employees to perform bargaining
                  unit work consistent with the Employer's past practice.

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.


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

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 co-pays if
                  the total cost to the company increases by more than fifty
                  thousand dollars ($50,000) during a twelve (12) month period.
                  The Employer will keep the Union informed and discuss other
                  alternatives with the Union, however the Employer will retain
                  the right to make any changes that it deems necessary.

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.

XXV.     PROFIT SHARING

                  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, 2001 through December 31, 2001 and the bonus (if
                  any) will be paid on or before March 15, 2002. The second
                  period will be January 1, 2002 through December 31, 2002 and
                  the bonus (if any) will be paid on or before March 15, 2003.
                  The third period will be January 1, 2003 through December 31,
                  2003 and the bonus (if any) will be paid on or before March
                  15, 2004. The bonus (if any) will be calculated as follows:

         A.            First Period: The following percentage of Quincy
                  Corporation's audited before interest and tax earnings for the
                  first period covered by this three (3) year agreement will be
                  established as a bonus pool amount:

<TABLE>
                  <S>                               <C>
                  $0 to $2,200,000                   0%
                  $2,200,001 to $2,500,000          30% of the amount over $2,200,000
                  Above $2,500,000                  10% of excess
</TABLE>

                       Second Period: The following percentage of Quincy
                  Corporation's audited before interest and tax earnings for the
                  second period covered by the agreement will be established as
                  a bonus pool amount:
<TABLE>
                 <S>                                <C>
                 $0 to $2,700,000                    0%
                 $2,700,001 to $3,000,000           30% of the amount over $2,700,000
                 Above $3,000,000                   10% of excess
</TABLE>


                                       57
<PAGE>   14
                       Third Period: The following percentage of Quincy
                  Corporation's audited before interest and tax earning for the
                  second period covered by the agreement will be established as
                  a bonus pool amount:
<TABLE>
                  <S>                                <C>
                  $0 to 3,000,000                     0%
                  $3,000,001 to $3,500,000           30% of the amount over $3,000,000
                  Above $3,500,000                   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.

         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 2001, 2002 and 2003 to the
                  Union within sixty (60) days of the end of the fiscal year.
                  There shall be no inter- company charges initiated during
                  2001, 2002 and 2003 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: (01/21/01 - 01/20/02)
                  Bargaining unit hourly paid employees will receive a
                  twenty-five cents ($.25) per hour wage increase effective
                  January 21, 2001. The Incentive Harvesters who are paid by the
                  pound will receive an increase per pound picked that will be
                  equivalent to the hourly increase.


                                       58
<PAGE>   15


                  Year Two: (01/21/02 - 01/20/03)
                  Hourly paid employees will receive a twenty cents ($.20) per
                  hour wage increase effective the first pay period of 2002. 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: (01/21/03 - 01/20/04)
                  If Quincy Farms' audited before interest and tax earnings for
                  the Second Period (defined in Article XXV) is greater than
                  and/or equal to $2,500,000, hourly paid employees will receive
                  a twenty cents ($.20) per hour wage increase made retroactive
                  to the first pay period of 2003. The Incentive Harvesters who
                  are paid by the pound will receive an increase per pound
                  picked that will be equivalent to the hourly increase.

XXVII.   HOLIDAYS

                  Because of the nature of the mushroom business, it will be
                  necessary to work holidays. The company shall pay 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.

                  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:

                   YEARS OF CONTINUOUS                                  VACATION
                        SERVICE             VACATION DAYS                 PAY*

                           1                One week (5) days              2%
                           3                Two weeks (10) days            4%
                          10                Three weeks (15) days          6%

                  *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.


                                       59
<PAGE>   16

                  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 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 for three
                  (3) years from the date of this agreement.


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<PAGE>   17



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.

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


     /s/ Arturo S. Rodriquez                     /s/ Greg J. Verhagen
     ---------------------------------------     ------------------------------
     Arturo S. Rodriguez, President              Greg J. Verhagen, President

     1/27/01                                     1/23/01
     -------                                     -------
     Date                                        Date


     /s/ Frank Curiel                            /s/ Bobby J. Weatherford
     ---------------------------------------     -------------------------------
     Frank Curiel, State of Florida Director     Bobby J. Weatherford, CFO

     1/24/01                                     1/23/01
     -------                                     -------
     Date                                        Date


     NEGOTIATING COMMITTEE
     Name/Date

     /s/ Jose G. Rincon
     ---------------------------------------

     /s/ Willie B. Dilworth
     ---------------------------------------

     /s/ Cynthia D. Stark
     ---------------------------------------

     /s/ Alfonso Torres
     ---------------------------------------


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<PAGE>   18

                                  ATTACHMENT A



     DEPARTMENT
     -----------


     HARVESTING


     PACKING


     SHIPPING


     IRRIGATION


     NIGHT SHIFT OPERATIONS


     GROUNDS KEEPING


     JANITORIAL



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