SHF Acquisition Corp.
                            Contract



             General Contractor:  Tolson Construction Co.
                                  P.O. Box 8247
                                  Woodland, CA  95776
             
             
             Customer:            SHF Acquisition Corp.
                                  4045 S. Spencer Street #206
                                  Las Vegas, NV  89119


                         March 24, 1997

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                            CONTRACT
                                
                           EXHIBIT "A"

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CUSTOMER:                        GENERAL CONTRACTOR:
<S>                                        <C>
SHF Acquisition Corporation                Tolson Construction Co.
4045 S. Spencer Street #206                1120 Gum Ave., Ste. D Woodland, CA  95695
Las Vegas, NV  89119                       P.O. Box 8247 Woodland, CA      95776

15361 Pear Valley Lane Auburn, CA  95603
P.O. Box 1410 Davis, CA  95617

CONTACT PERSON:                            TOLSON CONSTRUCTION
Brent Bowen                                CONTRACTOR'S LICENSE:
(916) 753-5695 Ext. 17                     704893
(916) 878-6152 Home
(916) 756-8252 Fax

CONSTRUCTION LENDER:                       JOB SITE ADDRESS:
Icon Financial Corporation                 46735 County Road 32B
4 Embarcadero  Center #590                 County of Yolo, CA
San Francisco,  CA  94111

ASSESSOR'S PARCEL NO.:
33-020-07

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SCOPE OF WORK:

Tolson  Construction Co., the general contractor, hereby proposes
to  furnish tools, materials, equipment, supervision,  labor  and
engineering necessary to construct a rice dryer and working  bins
that  will  be  located on the owner property located  in  Davis,
California.  The owners will provide to the general contractor  a
soils  report  and  drawings  developed by a civil engineer  that
shows  the  property  lines  and site  requirements  required  to
construct  the  rice dryer facility.  The general contractor  has
worked  with  the  owners  to develop the  following  rice  dryer
project.

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The new construction will consist of the following:

I.   Shanzer  Model  5R6  Rice Dryer with  a  capacity  of  5,400
     bushels  per hour reducing the moisture an average  of  2-3%
     per  pass.   The  Shanzer Rice Dryer includes the  following
     features.
     
     COLUMNS:   Dryer  columns formed of high carbon  woven  wire
     screens,  14  Ga.  corten divider plates, 10  Ga.  H.R.  end
     plates.
     
     EXCHANGERS:  Two levels of 10 Ga. H.R. grain exchanger  rice
     turning devises.
     
     ENCLOSURE:   6'  exhaust plenum with  the  top  10'  exhaust
     louvers with 1/2" bird screen (14-10' louvers), the next 48'
     exhaust  louvers with 24 mesh stainless steel  filter  media
     (54-10',  28-4' louvers), enclosure roofs 14 Ga. H.R.  tread
     plate.
     
     WARM  AIR:   730  CLI  airfoil  centrifugal  fan  delivering
     193,000 CFM with a 150 HP TEFC motor and V-Belt drive.
     
     BURNER:    14.6  million  BTU's  per  hour  at  80   degrees
     temperature rise.  Maxon NP 5 natural gas burner.
     
     CONTROLS:   NEMA 12 control panel for safety  and  operating
     controls.  NEMA 12 motor control center with a 300 amp main,
     480 volt, 3 phase, 60 cycle.
     
     GARNER  BIN:   10  Ga.  H.R., 15' tall  with  high  and  low
     bindicators.
     
II.  Commercial Hopper Tanks

     A.   A  total  of five (5) commercial hopper tanks, will  be
          constructed,  each having a capacity  of  approximately
          20,615  bushel of rice at 45 PPB dry and free  flowing.
          The  24' diameter tanks will stand 68'-8" (to peak) and
          will be constructed of structural steel braced columns,
          galvanized  high  strength  steel  45  degree   hopper,
          corrugated  galvanized  high  strength  steel  sidewall
          panels  and high tensile galvanized steel roof  panels.
          All  of the hopper tanks will have a side access  door,
          roof access hatch, roof access ladder and roof vents.
     B.   Two  (2)  of  the  commercial  hopper  tanks  will   be
          designated  for  rough rice receiving.   The  remaining
          commercial hopper tanks will be for dryer storage.  The
          total  storage capacity of the commercial hopper  tanks
          combined is approximately 103,075 bushel of rice.
     C.   A  concrete pad foundation for all of the tanks as well
          as the tank erection is included.
          
III. Elevator and Conveying System
     
     A.   Two  (2) bucket elevators will be erected in a concrete
          pit, having a material moving capacity of 5,500 bushels
          per  hour  each.  One (1) elevator will feed  the  rice
          dryer, the

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          other  elevator  will be used for the discharge of  the
          rice  dryer.   The  two (2) bucket  elevators  will  be
          equipped with service and maintenance platforms.
     B.   A  catwalk  will  be constructed over the  top  of  the
          commercial hopper bins.  The catwalk will have two  (2)
          conveyor systems, one conveyor will feed the first  two
          (2) bins for receiving rough rice.  The second conveyor
          system will feed all five (5) bins and will be used for
          the dryer discharge.
     C.   A  cross  catwalk  system  will  be  installed  with  a
          conveyor  system  to feed dry rice from  the  five  (5)
          hopper  bins  to the concrete storage warehouses.   The
          existing concrete storage warehouses are equipped  with
          16" screw conveyors with design capacity of 48,480 BPH.
          On  this walkway system will be a second conveyor  that
          will  move  rough rice from the existing receiving  pit
          and elevator to the two (2) new hopper bins.
     D.   All  of the tanks, elevators and dryer will by feed  by
          12 Ga. steel spouting.
     E.   A dust collection system will be installed.  The system
          will pick up dust at the ground level from all the  new
          equipment.   The  system will pick  up  dust  from  the
          bucket  elevator boots, screw conveyor discharges,  and
          the discharge screw of the rice dryer.  The dust system
          will  include  bagfilter,  fan,  and  discharge  rotary
          valve.   A  structural stand will be equipped  with  an
          overhead tank to hold the dust for truck loading.   The
          bagfilter will be mounted on top of the structure.  All
          air  ducting  for  pick up points is  included  in  the
          system.
          
IV.  Concrete and Site Work

     A.   Rice dryer foundation.
     B.   Hopper bin foundation.
     C.   Footing foundation for walkway systems.
     D.   Elevator pit for two (2) bucket elevators.
     E.   Dust system foundation with concrete pad under the dust
          system for truck load out.
     F.   Site  work  for under rice dryer foundation and  hopper
          bins only.
          
V.   Electrical and Gas

     A.   Electrical for the main service for the equipment  that
          the general contractor installs.
     B.   Motor   control  for  all  motors  added   by   general
          contractor.
     C.   Control  wiring bin level controls supplied by  general
          contractor.
     D.   PG  &  E Gas will be used for the rice dryer.  The  gas
          system  will  include underground piping, approximately
          30  feet  from the dryer and hook-up of all gas  piping
          and gas equipment in the rice dryer.
          
SPECIAL CONDITIONS:

1.   All  work included in this proposal is to be performed  with
     conventional  construction practices during  normal  working
     shifts.   There  is  no  allowance for specialized  work  or
     phasing  required  as the result of any abnormal  conditions
     which may be discovered to

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     exist  or  because  of  weather or other unknown conditions.
     Any special phasing or splitting of work will be at an extra
     cost.
2.   Any removal or replacement of unsuitable soil materials will
     be at an extra cost. Unsuitable material includes that which
     is  in  the opinion of the soils engineer, unacceptable  for
     use  in  its pre-existing or original conditions as a result
     of soil type or excessive moisture content.
3.   This  proposal  excludes  all permits,  surveys,  costs  and
     remediation costs of asbestos or other hazardous  materials.
     This  applies to all existing or proposed federal, state  or
     local  regulations which apply to hazardous materials.   The
     owner  is  responsible to ensure that the site  is  free  of
     hazardous materials.  Should Tolson Construction Co. or sub-
     contractor on the job encounter any hazardous substances, we
     will immediately cease work in the affected area.  Any costs
     resulting  from delays, remobilization or loss of production
     will be paid as additional work.
     
WARRANTIES:

The  general contractor will pass on all Warranties given by  any
manufacturers  of machinery or component parts that  the  general
contractor supplies.  The general contractor will warrant all  of
his  workmanship  for  a  one year period commencing  with  final
inspection  by local building department.  In the  event  that  a
final  inspection is not held, the completion date  will  be  the
date  which  the final contract billing is issued  to  the  owner
(excluding punchlist items and change orders).

CONSTRUCTION SCHEDULE:

This  project is scheduled for completion by September 15,  1997.
With  the  signing of the contract, the general  contractor  will
begin  the  engineering.  Our scheduled completion  date  assumes
that no delays in the permitting process due to plan-checking  or
financing  of the project will affect our planned work  schedule.
If payments from the owner to the general contractor are delayed,
this will delay the completion of the project.

PAYMENT SCHEDULE:

*    Down payments on the machinery, or fabricated items will  be
     required.
*    Payment  for  machinery may be required before  shipment  if
     required by machinery manufacturer.
*    Monthly   payments  will  be  required  for  machinery   and
     materials on job site.
*    Bi-monthly payments for labor used on the project  could  be
     required if the general contractor feels it is necessary.

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TERMS OF PAYMENT:

*    The  general  contractor will submit an invoice which  shall
     include  all material, equipment, and labor by the  10th  of
     each  month with payment due by the 30th of the same  month.
     The  general  contractor  will pay  his  subcontractors  and
     venders by the 5th of the following month.
*    Contractor  agrees  that the final $160,000.00  due  on  the
     Contract  may  be withheld by the Owner for up  to  30  days
     following the issuance of a Certificate of Completion of the
     project.
*    If  the general contractor is not paid in the terms or  time
     of the Contract he has the right to stop work until payments
     are  made.   If  the general contractor incurs  extra  costs
     because payments were not made on time, he has the right  to
     recover  these  extra  costs from the  owner  prior  to  the
     resumption of work of the project.
*    Payments  by  owner will be exchanged for  conditional  lien
     releases  from  the  general contractor  and  subcontractors
     involved in the payment requests.


CONTRACT AMOUNT:

*    The  contract as defined in this Scope of Work will  be  for
     fixed amount not to exceed as set forth below.
*    Owners  Builders Risk Insurance costs set forth  in  Exhibit
     "B" are not included in costs of construction.


PRICE FOR PROJECT:     $1,651,800.00
Includes applicable California sales tax @ 7.25%


THIS COST WILL NOT INCLUDE:

*    Permit and development fees.
*    Civil Engineering Plans.
*    Soils Engineering and report.
*    Surveys.
*    Landscaping.
*    Site de-watering.
*    Erosion control.
*    Driveway construction.
*    Bonding.
*    Fire sprinklers or fire suppression systems.
*    Removing  or relocating any underground obstacles which  may
     be discovered while excavating.
*    Any hazardous waste disposal including testing for hazardous
     waste.   If hazardous waste is found while working  on  this
     project, the owner will bear all costs.
*    All work not covered by scope of this contract.

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*    Any work not specifically mentioned above.
*    PG  & E cost for gas line, electrical lines or work required
     by PG & E.

ATTORNEYS FEES:

If  either  party  files any action, brings  any  proceeding,  or
incurs  attorney  fees  in  enforcing this  Agreement,  then  the
prevailing   party  shall  be  entitled  to  recover   reasonable
attorneys fees.

CHANGE ORDERS:

If  a  change  in  the  Work  is to be ordered,  a  Supplementary
Instruction  shall  be issued by owner to the general  contractor
describing  the  change and requesting the submission  of  Change
Order  Request.  When time does permit the processing of a Change
Order  in  advance  of commencing the change in  the  Work,  upon
receipt  of  a written authorization from the owner, the  general
contractor  shall  proceed with a change in  the  Work,  and  the
general contractor shall concurrently proceed with submission  of
a  Change Order Request.  Oral Change Orders will not be  allowed
or  paid.   If  a  field Change Order is necessary  it  shall  be
followed up by a written Change Order within five (5) days or  it
will be disallowed.

Within  five  days of its receipt of a Supplementary Instruction,
general  contractor  shall provide preliminary  estimate  of  any
change  in Contract Sum or Contract not to exceed cost  plus  15%
for overhead and margin.

In the event that the owners wish to remove a portion of the Work
covered  by  this  contract from the project, a  credit  will  be
issued to the owners less the 10% for overhead and margin.

HAZARDOUS WASTE:

The  Owner  will certify that the Construction Site in which  the
Contractor  will be working will be free of all hazardous  waste.
The  Contractor  will not bring any materials on site  which  may
result in the presence of any hazardous waste.


/S/ BILL TOLSON                    Date: 4/7/97
BILL TOLSON, President
Tolson Construction Co.


/S/ BRENT BOWEN                    Date: 5/26/97
BRENT BOWEN
SHF Acquisition Corp.

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LIEN FREE POSSESSION:

Upon  the  completion of the construction of said Rice Dryer  and
supporting  equipment provided all payments  have  been  made  by
owner   as   herein  stated,  general  contractor  will   deliver
possession of the premises without any mechanics liens.

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                           EXHIBIT "B"
                                
GENERAL INSURANCE REQUIREMENT:

General  contractor, prior to commencement of the Work, shall  be
qualified  under the Worker's Compensation Laws of the  state  or
states  in  which the Work or any portion of the Work  is  to  be
performed or under any applicable Worker's Compensation Laws  and
shall  at  all  times comply with the provisions  of  said  laws.
Contractor shall procure, carry and maintain employer's liability
insurance.  Contractor shall procure, carry and maintain upon all
of  its  operations  hereunder  comprehensive  general  liability
insurance  covering all operations of Contractor and  lower  tier
subcontractors.  Such policies shall be in such form and shall be
issued  by  such  insurance  company  or  companies  as  may   be
satisfactory  to owner.  The Contractor will have $  1,000,000.00
liability  insurance coverage with the owner named as  additional
insured.

If Contractor fails to procure and maintain such insurance, Owner
shall  have the right to procure and maintain the said  insurance
for  and  in the name of the Contractor and the Contractor  shall
pay  the cost thereof and shall furnish all necessary information
to make effective and maintain such insurance.

Each  comprehensive  general liability  policy  shall  contain  a
"contractual liability" endorsement making specific reference  to
this  Contract and covering any liability herein assumed  by  the
Contractor.

In  the  event that at any time during the term of this Contract,
Owner  shall deem the amount of the insurance coverage agreed  to
be provided hereunder by Contractor to be inadequate, or coverage
for  risks other than those provided for herein shall be required
by law or deemed reasonably necessary by Owner, Contractor agrees
to  comply  promptly with the request of Owner  to  increase  the
amount  of  existing coverage or provide additional coverage,  as
the  case may be, the reasonable cost providing which shall  form
an addition to the Contract Price.

Owner  is additionally insured under said insurance policies  and
said  policies are primary as to any loss to which the  insurance
coverage   provided  thereby  is  applicable  without  right   of
contribution from any insurance otherwise maintained by Owner.

The owner will be required to carry a Builders Risk Insurance  to
protect  against  damages  caused by fire  or  thief  during  the
construction phase.

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SUBCONTRACTORS:

All  Subcontractors  shall be subject  to  the  approval  of  any
lender. The Contractor shall select Subcontractors with whom  the
Contractor  is  reasonably familiar and who  have  the  necessary
financial  capacity  and  job skills to complete  their  work  on
schedule.

The  Owner may require the Contractor, for good cause, to  change
any  Subcontractor previously approved and, if at such  time  the
Contractor is not in default hereunder, the Contract Sum shall be
increased  or decreased by the difference in costs occasioned  by
such change.

Any  part  of  the  Work  performed  for  the  Contractor  by   a
Subcontractor shall be pursuant to a written Subcontract  between
the Contractor and such Subcontractor, which shall be prepared on
the  form of Subcontract which the Owner has approved.  Each such
Subcontract shall:

a)   Require  that such Work be performed in accordance with  the
     requirements of the Contract documents;
b)   Require  the  Subcontractor to carry and maintain  liability
     insurance in accordance with Contract Documents;
c)   Require  the Subcontractor to furnish such certificates  and
     waivers as any lender may reasonably request;
d)   Require  the Subcontractor to certify that it is  thoroughly
     familiar  with  all  of the terms, conditions,  obligations,
     guarantees and warranties of the Contract Documents, and all
     plans,   specifications,  drawings,  and   other   materials
     necessary for Subcontractor's properly performing  the  work
     which Subcontractor has agreed to undertake, as well as  the
     location of the job site and the conditions under which  the
     Subcontractor's work is to be performed.
     
OWNERS BUILDERS RISK INSURANCE

Owner  shall,  throughout  the term of  this  agreement  maintain
insurance, at Owner's expense as follows:

*    Builders Risk
*    Public  Liability Insurance in the amount of  at  least  One
     Million Dollars ($1,000,000.00), single limit.
*    Property  Damage Insurance protecting against the damage  or
     destruction of the building under construction, in an amount
     equal to the replacement value of the building.

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TRANSFER OF TITLE AND RISK OF LOSS:

Contractor   may  store  construction  supplies,  materials   and
equipment upon the project site.  However, Contractor assumes all
risk  of loss of such goods and equipment caused by fire,  theft,
vandalism,  acts of God, etc.  Legal title and risk of  loss  for
such  goods and equipment shall pass to Owner, when and  if  such
items  have been permanently affixed to the realty or  have  been
paid  for  by the owner in the monthly billings.  When the  owner
pays  for  equipment or work that has been completed,  the  items
become  the  owners property.  In the event of fire  or  casualty
loss  to the building improvements at no fault of the Contractor,
Contractor  shall  repair  and replace  the  work  which  he  has
previously installed.  This shall be treated as "extra work", and
Contractor  shall  be  paid  a reasonable  amount  of  additional
compensation for this extra work.

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