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                                                                  Exhibit 10.5.1


                                    AGREEMENT

        THIS AGREEMENT, is made this 14th day of January, 2000, by and between C
And C Carriage Mushroom Co., t/a Modern Mushroom Sales Company ("Modern Sales"),
a Pennsylvania corporation, with its principal place of business located in
Avondale, Pennsylvania, and Quincy Corporation, t/a Quincy Farms ("Quincy"), a
Florida corporation and wholly-owned subsidiary of Sylvan Inc. ("Sylvan"), with
its principal place of business located in Quincy, Florida.

                              W I T N E S S E T H:
                              - - - - - - - - - -

        Modern Sales is primarily engaged in the purchase, processing,
packaging, resale and transportation of mushrooms. Quincy is primarily engaged
in the growing and sale of mushrooms from its farm in Quincy, Florida ("Quincy
Farms"). As an adjunct to its mushroom-growing activities, Quincy has also
historically engaged in the processing, packaging, and sale of its mushroom
output from facilities located at Quincy Farms (the "Business"). Modern Sales
and Quincy have been engaged in discussions, over the last few months, pursuant
to which Modern Sales would establish a regional mushroom processing, packaging
and sales facility at Quincy Farms, and Quincy would divest to Modern Sales
specified mushroom processing and packaging assets and customers. These
discussions resulted in the execution of a non-binding letter of intent, on
October 13, 1999, which outlined the broad terms of the contemplated arrangement
between the parties (the "Letter of Intent"). Since the date of execution of the
Letter of Intent, the parties have continued to exchange information and proceed
with the planning of the proposed business arrangements contemplated by the
Letter of Intent. The purpose of this Agreement is to memorialize the definitive
terms of the proposed arrangement between the parties.



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        NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:

        1.   Representations and Warranties of Modern Sales. Modern Sales hereby
represents and warrants to Quincy that:

             (a) Corporate Organization and Authority. Modern Sales is a
corporation duly organized, validly existing and subsisting under the laws of
the Commonwealth of Pennsylvania, and has the requisite corporate power and
authority to own and use its assets and to carry on its business as it is now
being conducted. Modern Sales has the requisite power and authority to enter
into this Agreement, to perform its obligations hereunder, and to consummate the
transactions contemplated hereby. The execution, delivery and performance of
this Agreement, by Modern Sales, will not contravene or violate, or constitute a
breach of the terms of, Modern Sales' Articles of Incorporation or Bylaws, or
any agreement to which it is a party.

             (b) Binding Agreement. The execution and delivery by Modern Sales
of this Agreement, and the consummation by it of the transactions contemplated
hereby, have been duly authorized by all necessary corporate action on the part
of Modern Sales. This Agreement has been duly executed and delivered by Modern
Sales and is the legal, valid and binding agreement of Modern Sales, enforceable
against Modern Sales in accordance with its terms. The execution, delivery and
performance of this Agreement will not conflict with, result in a breach of, or
entitle any party to terminate or call a default with respect to, any contract,
instrument, judgment, order, decree, law, rule or regulation applicable to
Modern Sales or by which it is bound.

             (c) Consents. No consent of any party to any contract or
arrangement to which Modern Sales is a party or by which it is bound or to which
Modern Sales is subject is required for the execution, consummation or
performance of this Agreement. To the knowledge of Modern

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Sales, no authorization, approval, or consent of, and no registration or filing
with, any governmental or regulatory official, body, or authority is required in
connection with the execution, delivery or performance of this Agreement by
Modern Sales.

             (d) Litigation. Except as disclosed on Schedule 1(d), there are no
actions, suits, proceedings, orders, investigations or claims pending or, to the
knowledge of Modern Sales, threatened, against or relating to Modern Sales, or
that would affect this Agreement, or, if adversely determined, could have a
material adverse effect on Modern Sales, at law or in equity, or before or by
any federal, municipal, or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, and to the knowledge of
Modern Sales, there is no reasonable basis for any of the foregoing.

             (e) Compliance with Laws. To the knowledge of Modern Sales, it is
in compliance , in all material respects, with all existing requirements of
federal, state, local and other laws, regulations and ordinances, and all
existing requirements of all governmental bodies or agencies having jurisdiction
over it and relating to the operation of its business.

        2.   Representations and Warranties of Quincy. Quincy hereby represents
and warrants to Modern Sales that:

             (a) Corporate Organization and Authority. Quincy is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Florida, and has the requisite corporate power and authority to own and
use its assets and to carry on its business as it is now being conducted. Quincy
has the requisite power and authority to enter into this Agreement, to perform
its obligations hereunder, and to consummate the transactions contemplated
hereby. The execution, delivery and performance of this Agreement, by Quincy,
will not contravene or violate or constitute a breach of the terms of, Quincy's
Articles of Incorporation or Bylaws, or any agreement to which it is a party.

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             (b) Binding Agreement. The execution and delivery by Quincy of this
Agreement. and the consummation by it of the transactions contemplated hereby,
have been duly authorized by all necessary corporate action on the part of
Quincy. This Agreement has been duly executed and delivered by Quincy and is the
legal, valid and binding agreement of Quincy, enforceable against Quincy in
accordance with its terms. The execution, delivery and performance of this
Agreement will not conflict with, result in a breach of, or entitle any party to
terminate or call a default with respect to, any contract, instrument, judgment,
order, decree, law, rule or regulation applicable to Quincy or by which it is
bound.

             (c) Consents. No consent of any party to any contract or
arrangement to which Quincy is a party or by which it is bound or to which
Quincy is subject is required for the execution, consummation or performance of
this Agreement. To the knowledge of Quincy, no authorization, approval, or
consent of, and no registration or filing with, any governmental or regulatory
official, body, or authority is required in connection with the execution,
delivery or performance of this Agreement by Quincy.

             (d) Litigation. Except as disclosed on Schedule 2(d), there are no
actions, suits, proceedings, orders, investigations or claims pending or, to the
knowledge of Quincy, threatened, against or relating to Quincy, or that would
affect this Agreement, or, if adversely determined, could have a material
adverse effect on Quincy, at law or in equity, or before or by any federal,
municipal, or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, and to the knowledge of Quincy, there
is no reasonable basis for any of the foregoing.

             (e) Compliance with Laws. To the knowledge of Quincy, it is in
compliance,

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in all material respects, with all existing requirements of federal, state,
local and other laws, regulations and ordinances, and all existing requirements
of all governmental bodies or agencies having jurisdiction over it and relating
to the operation of its business.

             (f) Assets. Quincy is the owner of, and has good and marketable
title to all of the specified Assets (hereinafter defined). The Assets will be
conveyed by Quincy to Modern Sales on the Closing Date, free and clear of any
and all liens, charges, pledges, mortgages, security interests or other
encumbrances, of any kind, except for liens and encumbrances in favor of
Quincy's bank, which will be terminated immediately prior to Closing. The Assets
are in operating condition and working order, reasonable wear and tear excepted.
To the knowledge of Quincy, the Assets are free from material defects and
damage, are functioning in the manner and are usable for the purposes intended,
and conform with all applicable government and trade standards and requirements.
The Production Equipment (hereinafter defined) includes tangible personal
property now being used by Quincy to process, pack and/or handle mushrooms at
Quincy Farms.

             (g) Customers. To the knowledge of Quincy, Quincy's current
relationships with its Customers (hereinafter defined) is good, and there has
been no indication of any intention, on the part of any such Customers, to
terminate or modify, in a manner adverse to Quincy, any of such relationships.
Except as disclosed on Schedule 2(g) attached hereto, Quincy does not have
knowledge of any Customer which has notified or advised Quincy of its intention
to terminate, reduce or change its business with Quincy, whether as a result of
this Agreement or otherwise, and to the knowledge of Quincy, no material adverse
change in relations with Customers will occur as a result of the announcement or
consummation of the transactions contemplated by this Agreement. The Business
has approximately fifty (50) active Customer (hereinafter defined) accounts,
accounting for not less than $29 million dollars of annual sales in calender
years 1997 and 1998.

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             (h) Trade Names, Trademarks, Etc. To the knowledge of Quincy, all
trade names, trademarks and service marks, both domestic and foreign, used or
held by Quincy for use in connection with the sale of mushrooms, as hereinafter
more specifically described (the "Marks"), do not infringe upon the corporate
names, trade names, trademarks, service marks, business styles or other
proprietary rights or property of any other party, no other party is infringing
upon the Marks, and no such infringement has been alleged, either by or against
Quincy. Quincy has not licensed any of the Marks to any third party.

             (i) Employee Agreements and Plans. Except as disclosed on Schedule
2(i) attached hereto, Quincy does not have outstanding, and is not subject to,
any written employment agreements, restrictive covenant agreements or
confidentiality agreements, with any of its non-unionized, administrative,
supervisory, sales and clerical employees, who are involved in the Business and
identified on Schedule 2(i), who may be expected to be employed (directly or
indirectly) by Modern Sales after the Closing Date (hereinafter defined), or any
collective bargaining agreement or incentive compensation, deferred
compensation, profit sharing, savings, pension or other "fringe benefit" plan or
arrangement with or for the benefit of any current Quincy employees, which is
not subject to immediate cancellation by Quincy.

             (j) Material Agreements. Schedule 2(j), which is attached hereto,
lists each material (i.e., over $25,000) mushroom sales agreement, if any, to
which Quincy is a party or by which it is bound which is scheduled to be
performed, in whole or in part, after the Closing Date.

             (k) Financial Disclosures. Schedule 2(k) consists of financial
information which has been supplied by Quincy to Modern Sales regarding the
Business, specifically, information regarding income from sales of mushrooms by
Quincy, and direct expenses associated

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with the processing and packaging of mushrooms and sales thereof, for the period
January 1, 1996 through May 31, 1999 (the "Financial Disclosures"). The
Financial Disclosures are true, correct and complete in all material respects,
and fairly and accurately present, in all material respects, the revenues and
direct operating expenses of the Business for the periods covered thereby. Since
May 31, 1999, Quincy has operated the Business in the ordinary course and,
except as disclosed on Schedule 2(k), there have been no material and adverse
changes in the revenues or expenses associated with the Business. Except as
disclosed on Schedule 2(k), all sales reflected in the Financial Disclosure, and
all sales since May 31, 1999, were made to third party customers of Quincy.
Except as disclosed on Schedule 2(k) and except for normal competitive forces,
and general economic conditions, Quincy has no knowledge of any present
condition or contingency specifically related to the Business or the Assets
which it can reasonably expect to materially and adversely affect the Business.
The books and accounts and other corporate records of Quincy relating to the
Business and the Assets are true, correct and complete in all material respects,
and all sales, and other material transactions related to the Business, have
been recorded.

        3.   Disclaimer of Other Representations and Warranties.

             (a) Except as provided in Paragraphs 1 and 2 hereof, no party to
this Agreement has requested or demanded any further representations or
warranties of the other, and no further representations or warranties,
whatsoever, expressed or implied, have been given by either party.

             (b) The representations and warranties contained in Paragraphs 1
and 2 hereof shall be true and correct on and as of the Closing Date, with the
same force and effect as though such representations and warranties have been
made on and as of the Closing Date.

        4.   Establishment of the Modern Florida Facility.

             (a) Modern Sales hereby agrees to establish a regional mushroom
processing,

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packing and sales operation at Quincy Farms (the "Modern Florida Facility"). The
Modern Florida Facility will replace, in its entirety, the existing mushroom
processing and packaging facility now being conducted by Quincy at Quincy Farms,
and will commence operations within one (1) business day of the Closing Date.
The parties understand and anticipate that Modern Sales expects to make changes
to the configuration of the production lines currently being operated by Quincy;
has ordered and purchased (in anticipation of properly equipping the Modern
Florida Facility), and expects to install, new processing and packaging
equipment; will re-deploy production personnel; and expects to institute
different proprietary mushroom handling and processing methods. Modern Sales
will use its best efforts, consistent with the plans described in the previous
sentence, to accomplish such changes as expeditiously as is practicable, so as
to minimize any adverse impact on Quincy or the Modern Florida Facility. After
the Closing and until such time as the business arrangement to be implemented by
this Agreement is terminated, Quincy covenants that it will not process, package
or sell mushrooms.

             (b) At Closing, Modern Sales will enter into the form of property
lease, which is attached hereto as Schedule 4(b) (the "Lease"), by which Modern
Sales will lease from Quincy a defined portion of Quincy Farms for use by the
Modern Florida Facility (the "Modern Florida Facility Space"). The initial term
of the Lease will commence two (2) days after the execution thereof. All
leasehold improvements required to be made by Quincy to the Modern Florida
Facility Space under the Lease, and which are shown on Schedule 4(b) hereto,
shall be completed, in a workman-like fashion, by the Closing Date. Modern Sales
will have the option, and will be given access to the Modern Florida Facility
Space, to make leasehold improvements, at its expense, and to install new
processing and packaging equipment procured by it in advance of commencement of
the Lease. If Closing fails to occur, Quincy will give Modern Sales the

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opportunity to remove any such property owned by Modern Sales that is installed
or delivered to the Modern Florida Facility in advance of commencement of the
Lease. Any such removal shall be done so as to not damage or destroy Quincy's
property or to unreasonably disrupt Quincy's business.

             (c) In the event that the business arrangement to be implemented by
this Agreement is terminated by a party, it is agreed that the Lease may be
simultaneously terminated, at the option of, and by, the party exercising its
right to terminate this Agreement.

        5.   Purchase of Quincy's Mushroom Processing and Sales Assets.

             (a) Purchase and Sale of the Assets. At Closing (hereinafter
defined), Quincy shall sell and assign to Modern Sales, and Modern Sales shall
purchase and acquire from Quincy, free and clear of all liens, encumbrances and
charges of any kind, all assets (but not any assets which are rejected as
substandard by Modern Sales or which are expressly excluded by Paragraph 5(d))
owned by Quincy, of every kind and description, wherever located and whether or
not reflected upon Quincy's books and records, which are currently owned and
used by Quincy to handle, clean, grade, pack, market and/or sell mushrooms at
Quincy Farms (collectively, the "Assets") and which consist of the following:

                 (i) all tangible personal property, including all machinery,
equipment, devices, vehicles, forklifts, and other material handling
apparatuses, all as more fully described by item, quantity and location on
Schedule 5(a)(i) (collectively, the "Production Equipment"). The Production
Equipment shall include all spare parts, inventories, tools, supplies and
maintenance equipment related thereto, together with all assignable
manufacturer's warranties thereon;

                 (ii) all furniture, furnishings, computers and related
software, telephone and office equipment, all as more fully described by item,
quantity and location on Schedule 5(a)(ii) (collectively, the "Office
Equipment");

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                 (iii) all remaining inventories (on the Closing Date) of
consumable packaging materials, including plastic and cellophane shrink wrap,
containers, boxes, cartons, product labels, insulating cardboard and the like
("Inventories"), all as are more fully described by item, quantity and location
on Schedule 5(a)(iii), all of which Inventories meet applicable regulatory and
industry standards;

                 (iv) all right, title and interest in and to all supplier
agreements in respect of Quincy's mushroom processing and packaging operation
and all contracts, commitments and agreements to sell mushrooms after the
Closing Date, if any, described on Schedule 5(a)(iv) ("Contracts");

                 (v) all Customer (hereinafter defined) and trade deposits, if
any, described on Schedule 5(a)(v) ("Deposits");


                 (vi) all books and records and customer files and
correspondence relating to sales of fresh and canned mushrooms ("Books and
Records"), the customer list and the exclusive right to service all of Quincy's
past and present fresh and canned mushroom customers and prospects (all such
mushroom customers are listed on Schedule 5(a)(vi)) (collectively, the
"Customers"), and all records with respect to mushroom sales, mailing lists,
advertising and promotional materials, label artwork, personnel records and
mushroom sales telephone numbers. Quincy and Modern Sales mutually recognize
that certain of such Books and Records are co-mingled with books and records of
Quincy that do not relate to the Business, and cannot be readily separated out.
Accordingly, all such Books and Records (whether separable or co-mingled) will
be preserved, held and maintained by Quincy at Quincy Farms, for a minimum of
two years, and Modern Sales will be given reasonable access to all such Books
and Records, and will be provided


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with copies of such Books and Records upon reasonable notice. Should Quincy
determine to relocate or destroy (after two years) any such Books and Records,
it will first offer to transfer the same to Modern Sales at the Modern Florida
Facility. Any such Books and Records (particularly, Customer files and
correspondence) that relate solely to the Business and can be extracted from
Quincy Farms without undue effort will be moved to the Modern Florida Facility,
and Modern Sales will make such records available for review and copying by
Quincy or its accountants.

             (b) Third Party Possession of Assets. If any Assets are in the
possession of a third party after Closing who is unwilling to release its
possession of the same, it shall be the responsibility of Quincy to provide
Modern Sales with possession of such Assets.

             (c) Intellectual Property License. Effective as of the Closing,
Quincy grants to Modern Sales, and Modern Sales accepts, an exclusive, worldwide
license to use all trademarks, service marks and trade names (including all
variations thereof), which are owned and have been used by Quincy in connection
with the sale of mushrooms as identified on Schedule 5(c) attached hereto
("Marks"). During the term of such license, Quincy will make no use of the Marks
whatsoever in connection with mushroom or other agricultural products (provided,
however, that Quincy may indicate, in its marketing materials, that its spawn
and other growing products are used to produce mushrooms sold under the Marks),
and Quincy will take all steps reasonably necessary and bear all costs
reasonably required to preserve and maintain its ownership rights in the Marks.
In the event of the infringement of any Mark, Quincy agrees, at Modern Sales'
request and expense, to defend the infringed Mark. Modern Sales will pay to
Quincy an annual license fee of $1.00 in respect of the Marks, such fee to be
payable annually in December in respect of the succeeding calendar year. The
license fee in respect of calendar year 2000 (the "Initial Annual License Fee")
shall be payable at Closing. Upon the termination of Paragraph 7 of this

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Agreement, such license will also terminate provided, however, that any product
packed under any Mark prior to the date of such termination may continue to be
associated with such Mark after such termination.

             (d) Excluded Assets. Apart from the Assets specifically described
in Paragraph 5(a) above, Modern Sales will not acquire title or rights to any
other assets belonging to Quincy including, specifically, production assets
currently used in Quincy's mushroom processing or sales operation which are held
by Quincy under lease, all of which leased assets are identified on Schedule
5(d) ("Leased Assets"), or cash (other than the Deposits) or accounts receivable
arising prior to Closing. In its sole discretion, Modern Sales may elect to
assume, by express assumption agreement at Closing, any assignable obligation
for any of the Leased Assets, provided that such liabilities accrue from and
after the Closing Date.

             (e) Assumption of Certain Liabilities. On the Closing Date, Modern
Sales may elect to assume and fulfill, when due, all liabilities and obligations
of Quincy which are to be performed and which accrue, from and after the Closing
Date, under those Contracts designated by Modern Sales from the list set forth
on Schedule 5(a)(iv) attached hereto, and for such designated Leased Assets as
Modern Sales may elect to assume in its discretion.

             (f) No Other Liabilities Assumed. Except for designated Contracts,
and any liabilities assumed in respect of designated Leased Assets, Quincy shall
remain solely responsible for the satisfaction of all of its liabilities,
whether absolute, known or unknown, liquidated or unliquidated, contingent or
otherwise, pending or threatened, and whether incurred before or after the
Closing Date. Quincy will satisfy all liabilities (other than taxes not yet
due), other than the Contracts and any liabilities to be assumed in respect of
Leased Assets, on the Closing Date, out of the Purchase Price.

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             (g) Employees, Consultants and Agents. Except as otherwise
expressly set forth herein, Modern Sales has not undertaken and shall have no
obligation to employ or retain, in any capacity, any employees, consultants or
agents presently employed or engaged by Quincy.

        6.   Lease of Employees. Schedule 6.1 sets forth a true, correct and
complete list of the supervisory, production, sales and clerical employees
presently employed by Quincy in its mushroom processing and sales operation,
including their current rates of pay and benefits. All production employees, who
are (or will become) engaged in mushroom processing and packaging functions at
Quincy Farms (the "Production Employees"), are subject to a collective
bargaining agreement, dated July 20, 1999, with the United Farm Workers of
America, AFL-CIO (the "Collective Bargaining Agreement"), a true, correct and
complete copy of which is attached hereto as Schedule 6.2. Quincy hereby agrees
to retain, and not terminate, all Production Employees selected by Modern Sales
for employment and, commencing on the Closing Date, will lease all such
personnel (the "Leased Production Employees") to Modern Sales pursuant to the
terms of a form of labor resolution agreement which is attached hereto as
Schedule 6.3 (the "Labor Resolution Agreement"). The term of the Labor
Resolution Agreement shall commence two (2) days following the Closing Date and
shall continue through the end of the specified term of the Collective
Bargaining Agreement (the "Employee Leasing Term"). Modern Sales will not do any
act, or fail to take any action, which would cause a violation of the Collective
Bargaining Agreement.

        7.   Outputs Commitment for Quincy Farms Mushrooms.

             (a) Purchase Commitment. Commencing two (2) days after the Closing
Date, Modern Sales agrees to purchase (or cause to be purchased by its
designated affiliate) from Quincy, and Quincy agrees to sell to Modern Sales (or
its designated affiliate), 100% of the


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merchantable output of fresh mushrooms, consisting of white and brown varieties
of agaricus mushrooms, and such other species of mushrooms as may be mutually
agreed to by the parties ("Fresh Product"), and 100% of the merchantable soup
output (i.e., mushrooms appropriately destined for canning) ("Canned Product"),
that are grown and produced at Quincy Farms (Fresh Product and Canned Product
are hereinafter collectively referred to as "Product") during the term of this
Agreement. Quincy will use its best efforts to produce at least twenty-five (25)
million pounds of Product annually at Quincy Farms (the "Annual Output Target"),
and will use its best efforts to do so in relatively stable weekly quantities,
without significant seasonal variation (that is, the expected weekly output will
approximate 1/52 of the projected Annual Output Target). Purchases of Canned
Product may be made by Modern Sales' affiliate, Dove Foods, Inc.

             (b) Coordination. Quincy will use its best efforts, at all times
during the term of this Agreement, to grow quantities of mushrooms consistent
with the Annual Output Target. If Quincy's production falls below an average of
1.7 million pounds per month in any three consecutive calendar month period,
Quincy acknowledges that Modern Sales may seek other sources of fresh mushrooms,
and/or may suffer adverse operating expense results. Correspondingly, if
Quincy's production rises above an average of 2.6 million pounds per month in
any three consecutive calendar month period, Quincy acknowledges that excess
Fresh Product may need to be diverted to (lower paying) canned mushroom
customers, due to a lack of adequate fresh processing capacity. Modern Sales
agrees to use its best efforts to reasonably expand its processing capabilities
at the Modern Florida Facility to meet the gradually increasing mushroom
production output of Quincy Farms.

             (c) Allocation of Purchases Between Fresh Product and Canned
Product. Modern Sales agrees to use its best efforts to sell the maximum
quantity of Product, in the best

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available grades, into the market for fresh mushrooms (it being understood that
Fresh Product will generally command higher prices than Canned Product). The
parties mutually agree that Modern Sales will finally determine, in its best
judgment, how to best allocate Product between fresh and canned customers, based
on market demand, and the quality and grade of available Product. The parties
mutually acknowledge that Fresh Product may, at times, be properly categorized
as Canned Product, and treated as soup output, due to market-demand forces, and
not due to quality issues. The parties mutually acknowledge that any loss of
Customers suffered by Modern Sales or any reduced purchases made by Customers,
after the Closing Date, could result in the short-term redirection of Fresh
Product from the fresh market to the canned market.

             (d) Priority Given to Quincy's Product. Modern Sales agrees that it
will not "import" to the Modern Florida Facility product that will result in the
diversion of identical Fresh Product from the fresh market to the canned market
(i.e., it will use Product from Quincy Farms before it will substitute identical
product from elsewhere).

             (e) Price and Terms.

                 (i) In consideration of its purchases of Product, Modern Sales
will pay Quincy in accordance with the prevailing price list in effect at the
time of delivery of Product (the "Price List"). The initial Price List, which
will govern purchases from the inception of this Agreement through December 1,
2000, is attached to this Agreement as Schedule 7(e)(i). The Price List will be
adjusted annually by the parties, effective as of December 1, commencing on
December 1, 2000. Adjustments to the Price List will be made based upon changes
to prevailing regional market prices for mushrooms (fresh and canned), and is
(and will be) based upon Quincy's belief that Customers are presently paying
(and will continue to pay) the average per pound price, net of advertising and
sales promotion allowances, for mushrooms, which price is

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indicated on Schedule 7(e)(i)(A) (the "Assumed Realized Price"). If the parties
are unable to come to agreement on any revised Price List, reflecting the
factors noted above, then such dispute will be submitted to binding arbitration
for resolution. Such arbitration will be conducted in accordance with the
procedures set forth on Schedule 7(e)(i)(B). Notwithstanding the determination
of prices set forth or to be set forth in the initial or any subsequent Price
List, the parties agree that Modern Sales will have the right to prospectively
(i.e., when the next Price List is put into effect) reduce Price List prices
payable to Quincy for mushrooms by an amount equal to 50% of the amount below
the Assumed Realized Price if it is determined that the average selling price
per pound of mushrooms to Customers has fallen below the Assumed Realized Price.
Correspondingly, Modern Sales will be obligated to increase Price List prices
payable to Quincy, prospectively (i.e., when the next Price List is put into
effect) by an amount equal to 50% of the amount above the Assumed Realized Price
if the average selling price per pound of mushrooms to Customers and to other
regional customers serviced by the Modern Florida Facility has risen above the
Assumed Realized Price if such increase comes about solely as a result of price
increases achieved throughout the industry in the regional markets serviced by
the Modern Florida Facility, or, if both parties agree that Quincy is employing
a new and/or unique technique or technology that clearly produces a superior
and/or unique mushroom product. The determination of the average per pound
selling price to Customers and to other regional customers serviced by the
Modern Florida Facility will be made on the basis of a fiscal year ending on
September 30 of each calendar year, for the Price List which would take effect
on the next occurring December 1, commencing December 1, 2000. Quincy will pay
all Mushroom Council assessments on Product, and expressly acknowledges that the
Price List (initial and as thereafter revised) assumes that Quincy will be
responsible for such assessments on Product.

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                 (ii) Modern Sales will pay Quincy for purchases of mushrooms on
a weekly basis, with Product delivered through Friday of any week to be paid
within 28 days of the end of such week.

                 (iii) Due to the substantial volume of mushroom purchases
projected to be made by Modern Sales from Quincy, Modern Sales has agreed to put
into and maintain in effect at all times during the term of this Agreement, a
credit enhancement arrangement to secure at least the dollar amount indicated on
Schedule 7(e)(iii)(A) (the "Credit Protection Target") for purchases of Product
from Quincy. In particular, Modern has secured a commitment for the issuance of
an irrevocable stand-by letter of credit in the face amount of the Credit
Protection Target, which instrument is expected to annually cost the amount
shown on Schedule 7(e)(iii)(A), and which cost will be borne by Quincy as long
as it desires to have such instrument in effect. In the alternative, the parties
have investigated the availability of credit insurance to protect Quincy's
accounts receivable from sales of Product to Modern Sales. Such insurance is
described on Schedule 7(e)(iii)(B). To the extent that Modern Sales arranges
such credit insurance on behalf of Quincy, which coverage is acceptable to
Quincy, Quincy will either pay the premiums directly, or will reimburse Modern
Sales for the premiums, for as long as Quincy desires to maintain such coverage.
In the event that there is a significant increase (i.e., in excess of 50%) in
the annual cost of such coverage over the cost of the initial coverage, due to
the insurability of Modern Sales, as opposed to general insurance market
factors, such increase in premium cost will be borne by Modern Sales. Modern
Sales will determine, prior to Closing, what credit enhancement arrangement it
will utilize. If it elects to provide credit insurance, and if the cost or
availability of such insurance becomes prohibitive (i.e., double the initial
cost, or more), then Modern Sales may, in its discretion, elect to switch to an
alternative credit enhancement instrument ("Credit

                                      E-38
<PAGE>   18
Protection"). Modern Sales agrees to put Credit Protection into effect by
Closing.

             (f) Synergy Payment.

                 (i) Modern Sales agrees to pay to Quincy, on account of its
purchases of Product, in addition to the applicable payments due under the
prevailing Price List for Product, and as additional compensation for such
purchases of Product, a quarterly synergy bonus determined by reference to this
Paragraph (the "Synergy Bonus") during the term of this Agreement. The parties
mutually expect that the Modern Florida Facility will process a substantially
higher volume of mushrooms than has been historically processed by Quincy at
Quincy Farms, and will do so on a more economical basis, particularly, by
spreading fixed overhead costs incurred by Modern Sales over a larger volume of
processed mushrooms. The parties further recognize and agree that a portion of
the overhead savings expected to be realized will be directly attributable to
the volume of Product to be put through the Modern Florida Facility.

                 (ii) For purposes of this paragraph, the term "Realized
Overhead Cost" is understood to mean the amount that results from combining all
expenses, of every kind, that will be incurred by Modern Sales at the Modern
Florida Facility and at any of its other facilities, in the processing of
mushrooms during a given Agreement Year, other than mushroom acquisition costs
and salaries and benefits paid to members of the Ciarrocchi family, and dividing
the resulting amount by the total number of pounds of mushrooms that are
processed by the Modern Sales in the same time period. The term "Agreement Year"
is understood to mean a specified calendar year (e.g., the first Agreement Year
is expected to commence on January 16 and to end on December 31, 2000; the
second Agreement Year is expected to run for all of calendar year 2001; etc.).

                 (iii) Based upon the Financial Disclosures, the parties have
mutually concluded that if their respective, pre-Agreement processing, packaging
and sales overhead costs

                                      E-39
<PAGE>   19
were combined, the hypothetical resulting overhead cost to process a pound of
mushrooms would have been as indicated on Schedule 7(f)(iii) (the "Overhead Cost
Benchmark"). To the extent that Modern Sales realizes savings or other economies
of scale that drive down the Realized Overhead Cost below the Overhead Cost
Benchmark during a given Agreement Year, then Modern Sales will pay to Quincy,
on account of Product acquired during such Agreement Year, a Synergy Bonus equal
to the excess (if any) of the Overhead Cost Benchmark over the Realized Overhead
Cost, multiplied by the total number of pounds of mushrooms processed during the
Agreement Year, with the resulting amount to be multiplied by a factor of 33%.
Such payment assumes that Quincy will use best efforts to provide Modern Sales
with at least twenty-five (25) million pounds of Product during the Agreement
Year (such number to be pro-rated if the Agreement Year consists of less than
twelve full months).

                 (iv) The Synergy Bonus, if any, payable to Quincy in respect of
an Agreement Year, will be paid in four equal quarterly installments, without
interest, with the first payment due forty-five days after the conclusion of the
subject Agreement Year, and with the first such installment due on February 16,
2001.

                 (v) The Quincy representative on the Advisory Board shall
receive from Modern Sales monthly data on the expenses that will be utilized to
determine the Realized Overhead Cost, and the parties will annually review the
cost savings to be used to calculate the Synergy Bonus. Reference is made to
Schedule 7(f)(v) for an illustration of the expense data to be used in the
calculation of the Synergy Bonus.

                 (vi) The parties acknowledge that it should be mutually
advantageous to fold, into Modern Sales, other processors of mushrooms, in order
to endeavor to further reduce the Realized Overhead Cost. To the extent that any
such addition increases the Realized Overhead

                                      E-40
<PAGE>   20
Cost, such increase will not impact upon the Synergy Bonus otherwise payable to
Quincy but, for, the financial impact of such addition. To the extent that any
such addition further reduces the Realized Overhead Cost, Quincy will share in
such marginal savings, on the relative basis of the quantity of Product compared
to the overall quantity (inclusive of any such additions) of mushrooms processed
by Modern Sales. The decision to add additional mushroom processors to the
Modern Florida Facility or elsewhere shall be made solely by Modern Sales,
following consultation with Quincy in advance of such decision. Reference is
made to Schedule 7(f)(vi) for an illustration of how the parties expect to
calculate the Synergy Bonus if additional mushroom processors are folded into
Modern Sales.

                 (vii) If, in the first six (6) months of operation of the
Modern Florida Facility, the Realized Overhead Cost exceeds the Overhead Cost
Benchmark, such inefficiency shall be recovered by Modern Sales by credit, on a
dollar-for-dollar basis, against the first dollars that would thereafter be
subject to payment of a Synergy Bonus. Reference is made to Schedule 7(f)(vii)
for an illustration of such recovery.

                 (viii) The parties contemplate that Quincy, Sylvan or their
affiliates may desire to take advantage of other marketing opportunities (not
involving the processing or sales of mushrooms) through the Modern Florida
Facility or other facilities operated by Modern Sales, which may result in
further overhead expense savings to Modern Sales, and should Modern Sales desire
to pursue such opportunities, the parties undertake to make an appropriate
adjustment to the determination of the Synergy Bonus as a result thereof.

             (g) Successors. Subject to Paragraph 14(d) hereof, Quincy covenants
and agrees that any sale of Quincy Farms will be expressly subject to the
outputs commitment set forth in this Paragraph 7, and Quincy agrees that it will
require any such purchaser to expressly assume such obligation as a condition of
any such sale.

                                      E-41
<PAGE>   21
         8.  Closing; Purchase Price.

             (a) Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Quincy at Quincy
Farms, Quincy, Florida, at 10:00 a.m. on January 14, 2000, or at such other time
and place as the parties may otherwise mutually agree (including the use of the
U.S. mails or Federal Express), not later than ten (10) business days after the
satisfaction and/or waiver by Modern Sales and/or Quincy of the conditions to
Closing set forth in Paragraphs 12 or 13 hereof (the "Closing Date"). If the
Closing shall not have occurred on or before January 14, 2000, due to the
failure of conditions set forth in Paragraphs 12 or 13 hereof, then the party
that would otherwise have the ability to not proceed to Closing by virtue of the
failure of conditions shall have the option to extend the Closing Date for up to
one (1) thirty (30) day extension period. If, after giving effect to any such
elected extension, the conditions to Closing shall not have been satisfied by
the Closing Date or the extended Closing Date, then this Agreement shall
automatically terminate and shall be null and void, and no party hereto shall
have any further rights, liabilities or obligations hereunder. Modern Sales and
Quincy will use their respective reasonable best efforts to cause the conditions
set forth in Paragraphs 12 and 13 to be satisfied.

             (b) Amount of the Purchase Price. In consideration of the sale,
assignment and delivery by Quincy of the Assets, Modern Sales shall pay to
Quincy, and Quincy shall accept from Modern Sales, the fair market value of the
Assets, which the parties have determined is the sum of Two Hundred and Forty
Six Thousand Seven Hundred and Twenty Three Dollars ($246,723.00) for the
Production Equipment, the Office Equipment, Contracts, Deposits and Intangibles,
less the total amount of Deposits, per Schedule 5(a)(v); and the sum determined
by reference to the values

                                      E-42
<PAGE>   22
assigned to the various classes of items which make up the Inventories, as set
forth on Schedule 5(a)(iv), as such Inventories shall exist on the Closing Date
(collectively, the "Purchase Price"). The cash portion of the Purchase Price
shall be paid in full at Closing, by wire transfer, or by certified or corporate
check.

             (c) Allocation of Purchase Price. The Purchase Price shall be
allocated among the Assets as provided on Schedule 8(c) attached hereto. The
parties shall each report the income and other tax consequences of this purchase
and sale in accordance with such allocation, and shall cooperate with each other
in the filing of any and all tax returns required by the Internal Revenue
Service and any state or local taxing agencies or authorities in connection with
the foregoing allocation.

        9.   Covenants of Quincy. Quincy hereby covenants and agrees to and with
Modern Sales as follows:

             (a) Interim Operation of Quincy's Mushroom Processing and Sales
Business. Between the date hereof and the Closing Date, Quincy will continue to
conduct the Business, in the ordinary course, consistent with past practice, and
will use its best efforts to preserve intact the Business, and to retain its
present employees and to preserve the goodwill of its Customers and others
having business relationships with the Business; will maintain the Assets in the
same condition and state of repair as exists on the date of this Agreement,
reasonable wear and tear excepted; will refrain from taking or omitting to take
any action that would result in a violation of Quincy's representations and
warranties contained herein or render them inaccurate on the Closing Date, and
will take all actions which may be necessary in order that said representations
and warranties shall be true and correct, in all material respects, on the
Closing Date. During such period, Quincy will not sell, encumber or dispose of
any of the Assets, except in the ordinary course

                                      E-43
<PAGE>   23
of business and consistent with past practice. Quincy will, from the date hereof
to Closing, do or cause to be done all things necessary to maintain and
safeguard the Assets in a reasonable and proper manner. Quincy will also limit
purchases of Inventories to levels consistent with past practice and the
reasonably anticipated needs of the Business. The provisions of this Paragraph
9(a) are subject in all respects to Paragraph 14 hereof.

             (b) Access. Between the date hereof and the Closing Date, Quincy
shall cooperate with and shall afford representatives and agents of Modern Sales
access, during normal business hours and on reasonable notice, to all of
Quincy's properties, books, contracts and records relating to the Business and,
during such period, Quincy shall promptly furnish to Modern Sales all
information concerning the Assets and the Business as Modern Sales may
reasonably request. In particular, Quincy will permit Modern Sales' operations
people to observe, inspect and view the processing functions, while in
operation, so long as Quincy's operations are not unduly disrupted. Such
investigation, if made, shall not affect or diminish the representations and
warranties of Quincy made in this Agreement or any of the obligations of Quincy
in this Agreement. Quincy shall disclose to Modern Sales, in writing prior to
Closing, any such representations and warranties it believes to be untrue or
incorrect.

             (c) Insurance. Between the date hereof and the Closing Date, Quincy
shall maintain in full force and effect all insurance policies that are
currently in effect.

             (d) Employees. Quincy will use its best efforts to cause such of
its non-unionized administrative, supervisory, sales and clerical employees
involved in the Business, as may be designated by Modern Sales, to become
employees of Modern Sales, effective on the Closing Date.

                                      E-44
<PAGE>   24

             (e) Bulk Transfer Compliance. Quincy will comply with any Florida
tax or other state law provisions which may be triggered by the purchase and
sale of Assets contemplated by this Agreement, and shall fully, completely and
promptly indemnify Modern Sales for any and all taxes, charges, assessments,
penalties, interest or other fees that are levied against Modern Sales as a
result of any non-compliance by Quincy with such tax and other state law
provisions, it being understood that Modern Sales is not to become liable for
any pre-Closing obligations arising from the operation of the Business and which
are occasioned by reason of the transaction contemplated by this Agreement.
Modern Sales will cooperate and assist Quincy to comply with all such state law
requirements.

        10.  Deliveries to Modern Sales. On or prior to the Closing Date, Quincy
shall deliver or cause to be delivered to Modern Sales:

             (a) Documents of Transfer. Such Bills of Sale, Assignments and
other documents as may be reasonably required to vest in Modern Sales good and
marketable title to the Assets, free and clear of all encumbrances, together
with possession of the Assets (or, at Modern Sales' option, the right to obtain
possession on demand), including a warranty as to title thereto.

             (b) Corporate Certificates. Copies of resolutions of the Board of
Directors and (if required) the sole shareholder of Quincy (Quincy's counsel
will deliver its legal opinion to Modern Sales, at Closing, indicating that such
shareholder approval is not required under Florida law if Quincy fails to
deliver the approval of the sole shareholder of Quincy at Closing), certified by
the President of Quincy, authorizing and approving the execution, delivery and
performance of this Agreement and the transactions contemplated hereby, and a
certificate of Quincy's President certifying that all obligations of Quincy and
all conditions to Closing contained in this Agreement have been complied with.

             (c) Third Party Consents. All consents or approvals of third
parties and any

                                      E-45
<PAGE>   25
governmental or regulatory body required to permit the consummation of the
transactions contemplated hereby and necessary to permit Quincy to sell the
Assets and transfer the Contracts.

             (d) Lease. The Lease in respect of the proposed Modern Florida
Facility Space, in the form of that attached hereto as Schedule 4(b), duly
executed by Quincy.

             (e) Labor Resolution Agreement. The Labor Resolution Agreement, in
the form of that attached hereto as Schedule 6.3, duly executed by Quincy.

             (f) Inventories. A computer-generated list of the Inventories
existing on the Closing Date, in order to determine the amount of the Purchase
Price due in consideration thereof.

             (g) Deposits. A true, correct and complete list of Deposits,
itemized by customer and supplier.

             (h) Other Instruments. Such other instruments and documents as may
be reasonably necessary to effect the consummation of the transactions
contemplated by this Agreement, in form and substance reasonably satisfactory to
Modern Sales.

             (i) Bulk Transfer Compliance. Appropriate proof of compliance with
Paragraph 9(e).

        11.  Deliveries to Quincy. On or prior to the Closing Date, Modern Sales
shall deliver or cause to be delivered to Quincy:

             (a) Purchase Price. The Purchase Price required to be paid under
Paragraph 6(b) above.

             (b) Corporate Certificates. Copies of resolutions of the Board of
Directors of Modern Sales, certified by the President of Modern Sales,
authorizing and approving the execution, delivery and performance of this
Agreement and the transactions contemplated hereby, and a certificate of Modern
Sales' President certifying that all obligations of Modern Sales and all
conditions to Closing contained in this Agreement have been complied with.

                                      E-46
<PAGE>   26
             (c) Other Instruments. Such other instruments and documents as may
be reasonably necessary to effect the consummation of the transactions
contemplated by this Agreement, in form and substance reasonably satisfactory to
Quincy, as Quincy may reasonably request.

             (d) Lease. The Lease described in Paragraph 4(b) above, executed by
Modern Sales.

             (e) The Labor Resolution Agreement. The Labor Resolution Agreement
described in Paragraph 6, executed by Modern Sales.

             (f) Payment of Initial Annual License Fee. Payment of the sum of
$1.00 on account of the fee for the Initial Annual License Fee (i.e., first
year's license of the Marks).

             (g) Credit Protection. Delivery of a Credit Protection instrument
in favor of Quincy.

        12.  Conditions to Obligations of Modern Sales. The obligation of Modern
Sales to purchase the Assets under this Agreement shall be subject to the
complete satisfaction and fulfillment of each of the following conditions
precedent, any or all of which may be waived in whole or in part by Modern
Sales:

             (a) Accuracy of Representations and Warranties. The representations
and warranties of Quincy made in or pursuant to this Agreement shall be true and
correct at and as of the Closing with the same force and effect as though made
at and as of the Closing.

             (b) Obligations. All obligations and conditions required to be
performed or observed by Quincy shall have been performed or observed by Quincy
on or prior to the Closing Date.

                                      E-47
<PAGE>   27

             (c) Deliveries. Unless waived, Modern Sales shall have received
from Quincy all of the items required to be delivered pursuant to Paragraph 10
above.

             (d) No Litigation. No litigation, governmental action or other
proceedings shall have been threatened in good faith or commenced which would
prevent or otherwise have an impact on the consummation of the transactions
contemplated hereby.

             (e) No Encumbrances. Modern Sales shall have confirmed to its
satisfaction that there are not on file in any applicable jurisdiction any
presently effective financing statements or statements of assignments relating
thereto and covering any of the Assets.

             (f) Completed Due Diligence. Modern Sales shall have completed, to
its satisfaction, the due diligence investigation of the Business and the Assets
which Modern Sales deems necessary including, but not limited to, Modern Sales'
confirmation that the Business has approximately fifty (50) active Customer
accounts, accounting for not less than $29 million dollars of annual sales in
calendar years 1997 and 1998, that the Financial Information is substantially
accurate and consistent with Quincy's books and records, and no material adverse
information with respect to the Business shall have been discovered by Modern
Sales in the course of such investigation. Such condition shall be deemed to be
satisfied or waived by Modern Sales unless Modern Sales notifies Quincy, prior
to January 7, 2000, that it is terminating this Agreement because the results of
its due diligence investigation are unsatisfactory.

             (g) Consents. Quincy shall have obtained and delivered to Modern
Sales all consents required to permit the assignment of the Contracts and the
Leased Assets selected to be assumed by Modern Sales to Modern Sales, from and
after the Closing Date, on the same terms and conditions as exist on the date of
this Agreement. Modern Sales shall also have obtained, at its sole cost and
expense, any and all such approvals and clearance certificates as shall be
necessary

                                      E-48
<PAGE>   28
and appropriate under Florida law as a result of the transactions contemplated
by this Agreement, and Quincy shall have given all notices and shall have made
all filings, and shall have paid all taxes, and other statutory assessments,
charges, contributions and fees (and any interest and penalties relating
thereto) accrued up to and through the Closing Date.

        13.  Conditions to Obligations of Quincy. The obligation of Quincy to
sell the Assets under this Agreement shall be subject to the complete
satisfaction and fulfillment of each of the following conditions precedent, any
or all of which may be waived in whole or in part by Quincy:

             (a) Deliveries. Unless waived, Quincy shall have received from
Modern Sales all of the items required to be delivered pursuant to Paragraph 11
above.

             (b) No Litigation. No litigation, governmental action or other
proceedings shall have been threatened in good faith or commenced which would
prevent or otherwise have an impact on the consummation of the transactions
contemplated hereby.

             (c) Accuracy of Representations and Warranties. The representations
and warranties of Modern Sales made in or pursuant to this Agreement shall be
true and correct at and as of the Closing with the same force and effect as
though made at and as of the Closing.

             (d) Obligations. All obligations and conditions required to be
performed or observed by Modern Sales shall have been performed or observed by
Modern Sales on or prior to the Closing Date.

         14. Term and Terminations.

             (a) Term. The term of this Agreement shall commence two (2) days
after the Closing Date and shall continue until the fifth annual anniversary of
such date (the "Initial Term"), and shall automatically extend from year to year
thereafter (each such additional year is hereinafter referred to as a "Renewal
Term"), unless and until terminated in accordance with this Agreement.

                                      E-49
<PAGE>   29
Either party may terminate this Agreement, without cause, at the end of the
Initial Term, or at the end of any Renewal Term, provided that the party
desiring to terminate gives at least six (6) months prior written notice to the
other party. Either party may terminate this Agreement, with cause, upon three
(3) months prior written notice to the other. The term "cause" shall mean the
failure to abide by or to perform any covenant, agreement or other term or
provision set forth in this Agreement, or in any other certificate or agreement
executed and/or delivered in connection with the Closing of this Agreement, or
the breach of any representation or warranty set forth herein, following not
less than ten (10) days prior written notice and reasonable opportunity to cure
(if such failure or breach is capable of being cured).

             (b) Effect of Termination Without Cause. Upon a termination of this
Agreement without cause, this Agreement will terminate and each party will be
relieved of any further liabilities or obligations to perform hereunder accruing
from and after the effective date of termination. All liabilities and
obligations accrued up to the effective date of termination will continue to
exist, and will be required to be satisfied in accordance with the terms of this
Agreement.

             (c) Effect of Termination With Cause. Upon a termination of this
Agreement with cause, the non-breaching party may elect, at its option, to be
relieved of all or specified of its liabilities and obligations hereunder, as of
the effective date of termination; may hold the breaching party responsible for
damages suffered (by the non-breaching party) by reason of the breach committed
by the breaching party; and may insist on (and may be awarded damages for the
breach of) compliance with its other obligations and liabilities under this
Agreement through the scheduled end of the then pending term of this Agreement.

                                      E-50
<PAGE>   30
             (d) Termination Upon Certain Dispositions. Subject to the consent
and assumption requirements of Paragraph 25(b) and to the conditions set forth
in this Paragraph 14, either party may terminate this Agreement in the event of:
(i) a sale or other disposition to an unrelated third party of substantially all
the assets of Quincy or a majority of the capital stock of Quincy (a "Quincy
Disposition"), or (ii) a sale or other disposition to an unrelated third party
of substantially all the assets of Modern Sales or a majority of the capital
stock of Modern Sales (but not if any such disposition is related to preparing
to take the operation public as part of a public offering) (a "Modern
Disposition"). If such a disposition occurs prior to the Closing of the
transactions contemplated by this Agreement, then such termination will be
without liability or penalty to either party, except as otherwise set forth in
Paragraph 6 of the Letter of Intent. If such a disposition occurs after Closing
and if the non-disposing party does not grant its prior written consent to the
assignment of this Agreement to the buyer, then the selling party will pay a
termination fee to the non-disposing party. The termination fee will be $2
million plus an amount equal to (i) expenditures (on a depreciated basis as of
the date of payment) made by the non-selling party in carrying out the
transactions contemplated by this Agreement, for capital assets (including, by
way of illustration, leasehold improvements) that it is unable to recover and
retain following the applicable disposition; and (ii) the reasonable and
necessary costs incurred by the non-selling party to transport to and reinstall
at new production sites those capital assets that the non-selling party is able
to recover and retain. The termination fee shall be payable upon the closing of
the applicable disposition. In addition to payment of the termination fee: (I)
in the event of a Quincy Disposition, the parties further agree that all
customers of the Modern Florida Facility, including Customers, shall remain the
customers of Modern Sales, and Quincy covenants and agrees not to solicit sales
of mushrooms to any such customers for a period of six (6) months after the
disposition closing; and (II) in the event of a Modern Disposition, the parties
agree that all

                                      E-51
<PAGE>   31
Customers (i.e., those listed on Schedule 5(a)(vi)) shall revert to Quincy, and
Modern Sales covenants and agrees not to solicit sales of mushrooms to any such
Customers for a period of six (6) months after the disposition closing, and
Quincy covenants and agrees not to solicit sales of mushrooms to any other
customers (i.e., all customers of Modern Sales other than Customers) of the
Modern Florida Facility for a period of six (6) months after the disposition
closing. Notwithstanding such covenants, if a customer elects to purchase
mushrooms from a party who has agreed to not solicit such customer, then a
royalty of $.20 per pound shall be paid by the party selling such customer for
six (6) months on sales to any such customer, commencing with the first full
month following the disposition closing, with such royalties to be paid monthly,
within ten (10) days following the month of collection of any sale subject to
the royalty. Any termination pursuant to this Paragraph 14(d): (x) prior to
Closing shall be on not less than seven (7) days' prior written notice by the
terminating party to the non-terminating party; and (y) after Closing shall be
on not less than thirty (30) days' prior written notice by the terminating party
to the non-terminating party. If the non-disposing party does grant its written
consent to the assignment of this Agreement to the Buyer, then it is understood
that such approval is conditioned upon, and the disposing party agrees to
secure, as a precondition to closing any such disposition, the express written
assumption, by the buyer, of this Agreement, the Lease and the Labor Resolution
Agreement, on the same terms and conditions, and which assumptions shall be
binding on such buyer's successors and assigns.

             (e) Termination Upon Pricing Change. Subject to the provisions of
Paragraph 14(g) hereof, but notwithstanding any other provision in this
Agreement to the contrary, Quincy may terminate this Agreement, in its sole
discretion, on not less than ninety (90) days' prior written notice to Modern
Sales in the event that the average price per pound paid to Quincy falls

                                      E-52
<PAGE>   32
below the price indicated on Schedule 14(e) for any period of nine (9)
consecutive months. Any such termination will be without any dollar liability or
penalty to either party by reason of such termination, but will be subject to
all other obligations set forth in this Agreement including, by way of
illustration only, Paragraphs 14(f) and (g) hereof.

             (f) Technology Fee. The parties recognize that, following Closing,
Modern Sales will redesign, re-equip, re-deploy production personnel and
reconfigure the mushroom processing and packaging operation previously conducted
by Quincy at Quincy Farms and, accordingly, Quincy acknowledges that it will
become privy to Modern Sales' proprietary mushroom processing, handling and
packaging expertise and knowledge (the "Proprietary Technology") as a result
thereof. Proprietary Technology shall not include anything that is a currently
accepted industry practice. Schedule 14(f) identifies, in reasonable detail, the
Proprietary Technology that belongs to Modern Sales and which will be introduced
to the Modern Florida Facility. In the event that Quincy terminates this
Agreement, without cause, and desires to use (or have its affiliates use) any of
the Proprietary Technology after such termination, and Modern Sales consents to
such use, Quincy will be obligated to pay to Modern Sales a technology fee on
account of such use (the Technology Fee"), in accordance with the table set
forth on Schedule 14(f). Upon such termination, Modern Sales will have the sole
discretion to remove and/or to refuse to allow Quincy to use any of the
Proprietary Technology, which use, Quincy acknowledges, may be blocked by
temporary and permanent injunctive relief. In the event that Quincy terminates
this Agreement, with cause, or if Modern Sales terminates this Agreement without
cause, Modern Sales will grant Quincy a non-assignable, royalty-free license to
use the Proprietary Technology for the periods of time described, and on such
other terms as are indicated, on the table set forth on Schedule 14(f). To the
extent that either party introduces technologies unrelated to the Proprietary

                                      E-53
<PAGE>   33
Technology to the other party, the parties agree that such unrelated
technologies will be the subject of licensing and royalty arrangements to be
negotiated. All such technology arrangements will survive the termination of
this Agreement, by their respective terms, and will be binding on successors and
assigns, even if Quincy, Quincy Farms and/or Modern Sales are sold, or their
respective assets are disposed of.

             (g) Dealings with Customers of the Modern Florida Facility in the
Event of Certain Terminations. In the interests of attempting to insure the best
possible continued service and availability of mushrooms to former customers of
the Modern Florida Facility in the event of the termination of this Agreement,
the parties desire to address the handling of customers of the Modern Florida
Facility following the termination of this Agreement. Accordingly, in the event
that this Agreement terminates, for any reason other than cause, then, in any
such event, each party would have the sole and exclusive right (as between the
parties), for a period of two (2) years, to solicit sales of mushrooms to any
former customer of the Modern Florida Facility that such party initially brought
to the Modern Florida Facility (such as Customers of Quincy; and new regional
customers that were extensions of any such initial customers brought to the
Modern Florida Facility by a party). Each party covenants and agrees not to
solicit any such customer on the other party's list during such two (2) year
period. All other new customers of the Modern Florida Facility will be added to
the two customer lists, upon such termination, 50%/50%, based upon the volume of
mushrooms purchased, from the Modern Florida Facility, unless the parties opt,
by agreement, to trade such customers (or any initial customers brought to the
Modern Florida Facility) with each other, in the interests of greater
efficiency. If, however, a customer elects to purchase mushrooms from a party
who has agreed not to solicit such customer, then a royalty of $.20 per pound
shall be paid by the party selling such customer for two (2) years on sales to
any

                                      E-54
<PAGE>   34
such customer, commencing with the first full month following the effective
date of termination of the Agreement, with such royalties to be paid monthly,
within ten (10) days following the month of collection of any sale subject to
the royalty. The provisions of this Paragraph 14(g) shall not apply in the event
of a termination pursuant to Paragraph 14(d).

        15.  Restrictive Covenants.

             (a) Non-Competition Pending Term of Agreement. Quincy agrees that,
during the term of this Agreement, Quincy will not, directly or indirectly,
whether as employer, employee, principal, agent, independent contractor,
consultant, officer, director, shareholder, partner, joint venturer, or in any
other capacity own, manage, operate, control, be employed by, engage in, be
associated with, or have a financial interest in any business involved or
engaged in the processing, packing or sale of mushrooms anywhere in the
geographic territory identified on Schedule 15(a). If, during the term of this
Agreement, Quincy or any of its affiliates desires to enter into any business
involved or engaged in the processing, packaging and/or sale of mushrooms
anywhere outside of the geographic territory identified on Schedule 15(a),
Quincy will give prompt notice to Modern Sales of such desired undertaking,
together with a reasonably complete description of the proposed activities, and
thereupon Modern Sales will, in its discretion, have ninety (90) days to elect
to pursue such processing, packaging and sales activities in lieu of Quincy. If
Modern Sales fails to so timely elect to pursue such activities, then Quincy may
do so, but without making use of any of the Marks during the license term
indicated in Paragraph 5(a) above.

             (b) Non-Solicitation.

                 (i) Quincy. Except as specifically set forth in Paragraph 14(g)
hereof, Quincy further agrees that, during the term of this Agreement and for
twenty-four (24) months

                                      E-55
<PAGE>   35
thereafter, Quincy will not initiate communication with, contact, solicit, or
sell, either directly or indirectly, on behalf of themselves or on behalf of any
other person, firm or corporation, any current or former customer of the Modern
Florida Facility, inclusive of Customers, or induce, solicit or attempt to
influence any employee, agent or representative of the Modern Florida Facility
to leave the employ of Modern Sales.

                 (ii) Modern Sales. Except as specifically set forth in
Paragraph 14(g) hereof, Modern Sales agrees that during the term of this
Agreement and for twenty-four (24) months thereafter, Modern Sales will not
induce, solicit or attempt to influence any employee, agent or representative of
Quincy (other than those employees identified in this Agreement) to leave the
employ of Quincy.

        16.  Remedies.

             (a) Injunctive Relief. Both Quincy and Modern Sales acknowledge
that the restrictive covenants contained in this Agreement, in view of the
nature of the business in which each expects to be engaged during the term of
this Agreement, are reasonable and necessary in order to protect the legitimate
interests of each party, and that any violation thereof would result in
irreparable harm to such party. Both Quincy and Modern Sales agree, each with
respect to the other party, that if it violates the terms of this Agreement,
then the other party shall be entitled to obtain from any court of competent
jurisdiction temporary, preliminary and permanent injunctive relief, which right
shall be cumulative and in addition to any other rights or remedies to which
such party may otherwise be entitled at law or in equity. Quincy and Modern
Sales each further agree with respect to the other that, upon a breach or
violation by it, of the provisions of this Agreement, the period during which
the restrictive covenants herein contained shall be enforced shall be deemed to
be extended by an amount of time equal to the duration of any such breach or
violation.

                                      E-56
<PAGE>   36
             (b) Cut-Back Provision. If all or any portion of the covenants
contained in this Agreement or the application thereof are construed to be
invalid or unenforceable, then the remainder of such covenant or covenants
and/or the application thereof shall not be affected and any remaining covenants
or portions thereof shall then be given full force and effect without regard to
the invalid or unenforceable portions. If any covenant is held to be
unenforceable because of the geographic area covered, the duration thereof, or
the scope thereof, then the court making such determination may, in the exercise
of its power, reduce the area and/or the duration, and/or limit the scope
thereof, and the covenant shall then be enforceable in such manner and scope as
will be adjudged to be reasonable by such court.

        17.  Risk of Loss. Between the date hereof and the Closing Date, Quincy
shall bear the risk of all loss or damage to the Assets. If, prior to the
Closing Date, any portion of the Assets or the Modern Florida Facility Space are
"materially" damaged or destroyed as a result of any casualty whatsoever, then
Quincy shall, within three (3) business days after its receipt of notice
thereof, give written notice thereof to Modern Sales. Modern Sales shall then
have the right, at its sole option, within three (3) days after its receipt of
such notice, to: (a) terminate this Agreement, in which event this Agreement
shall become null and void and Modern Sales shall have no further liabilities or
obligations hereunder, or (b) accept the Assets in their then condition together
with the proceeds of any insurance received by Quincy, together with an
assignment of all rights to any such proceeds not yet received. For purposes of
this Agreement, a "material" part of the Assets or the proposed Modern Florida
Facility Space shall be deemed to have been damaged or destroyed if the cost of
replacement, repair or restoration thereof exceeds $50,000 in the aggregate (in
the opinion of an insurance adjuster mutually selected by Modern Sales and
Quincy). In the event of a non-material

                                      E-57
<PAGE>   37
loss, Modern Sales and Quincy agree that, at the Closing (if it otherwise occurs
hereunder), the Purchase Price shall be reduced by an amount equal to the value
of the loss as determined by a third party mutually selected by Modern Sales and
Quincy.

        18.  Indemnification.

             (a) Losses Incurred by Modern Sales. Quincy shall defend, indemnify
and hold harmless Modern Sales (and its directors, officers, employees and
affiliates) from and against any and all claims, liabilities, losses, damages,
costs and expenses, including reasonable attorneys' fees and court costs, and
fees and costs incurred in investigation, and including any legal or equitable
action brought by any federal, state or local governmental authority (each of
the foregoing being referred to herein as a "Loss"), of every kind and nature
suffered or incurred by or threatened against Modern Sales arising out of,
resulting from, or in connection with any or all of the following:

                 (i) Any misrepresentation or breach of any representation or
warranty made by Quincy in this Agreement;

                 (ii) Any non-performance, failure to comply or breach by Quincy
of any covenant, promise or agreement of Quincy contained in this Agreement;

                 (iii) The assertion, against Modern Sales, of responsibility
for any liabilities of Quincy, other than Contracts or obligations for specified
Leased Assets that are expressly assumed by Modern Sales at Closing;

                 (iv) Any negligence, tortious act, thing or occurrence caused
by or resulting from any act or omission of Quincy and/or its employees or
agents relating to the Business prior to the Closing Date;


                 (v) Any responsibility for damage or injury to the environment
arising

                                      E-58
<PAGE>   38
out of any and all acts of Quincy, on and off the Modern Florida Facility Space,
prior to and up to the Closing Date including, but not limited to, the
generation and disposal of waste, whether on or off the Modern Florida Facility
Space; and

                 (vi) Any claim based upon product liability with respect to
products grown, processed or sold by Quincy on or prior to the Closing Date.

             (b) Losses Incurred by Quincy. Modern Sales shall defend, indemnify
and hold harmless Quincy (and its directors, officers, employees and affiliates)
from and against any and all claims, liabilities, losses, damages, costs and
expenses, including reasonable attorneys' fees and court costs, and fees and
costs incurred in investigation, and including any legal or equitable action
brought by any federal, state or local governmental authority (each of the
foregoing being referred to herein as a "Loss"), of every kind and nature
suffered or incurred by or threatened against Quincy arising out of, resulting
from, or in connection with any or all of the following:

                 (i) Any misrepresentation or breach of any representation or
warranty made by Modern Sales in this Agreement;

                 (ii) Any non-performance, failure to comply or breach by Modern
Sales of any covenant, promise or agreement of Modern Sales contained in this
Agreement;

                 (iii) The assertion, against Quincy, of responsibility for any
liabilities of Modern Sales;

                 (iv) Any negligence, tortious act, thing or occurrence caused
by or resulting from any act or omission of Modern Sales and/or its employees or
agents relating to the Business after the Closing Date;

                 (v) Any responsibility for damage or injury to the environment
arising out of any and all acts of Modern Sales, on and off the Modern Florida
Facility Space, after the

                                      E-59
<PAGE>   39
Closing Date including, but not limited to, the generation and disposal of
waste, whether on or off the Modern Florida Facility Space; and

                (vi) Any claim based upon product liability with respect to
products grown, processed or sold by Modern Sales after the Closing Date.

             (c) Notice of Claims, etc. As soon as reasonably practicable after
a party entitled to indemnification hereunder (the "Indemnifiable Party")
receives notice of any Loss, in respect of which the other party may be liable
under this Paragraph 18, the Indemnifiable Party shall give notice thereof to
the other party. The Indemnifiable Party may at its option claim indemnity under
this Paragraph 18 as soon as a claim has been threatened by a third party,
regardless of whether an actual Loss has been suffered, so long as the
Indemnifiable Party shall in good faith determine that such claim is not
frivolous and that the Indemnifiable Party may be liable or otherwise incur a
Loss as a result thereof and shall give notice of such determination to the
other party. The Indemnifiable Party shall permit the other party, at its sole
option and expense, to assume the defense of any such claim by counsel
satisfactory to the Indemnifiable Party, and to settle or otherwise dispose of
the same, provided that the Indemnifiable Party may at all times participate in
such defense, and provided, further, that the other party shall not, in defense
of any such claim, except with the prior written consent of the Indemnifiable
Party, consent to the entry of any judgment or enter into any settlement that
does not include as an unconditional term thereof the giving by the claimant or
plaintiff in question to the Indemnifiable Party and its affiliates a release of
all liabilities in respect of such claims, or that does not result only in the
payment of money damages by the other party.

             (d) Non-Waiver. Failure by the Indemnifiable Party to give prompt
notice to the other as specified in Paragraph 18(c) above shall not release,
waive or otherwise affect the

                                      E-60
<PAGE>   40
indemnity obligations of the parties hereunder, except to the extent that the
other party can demonstrate actual loss and prejudice as a result of such
failure.

        19.  deleted.

        20.  Agreement to Consummate; Further Assurances; Advisory Board; Quincy
Accounts Receivable.

             (a) Joint Agreement to Consummate. Subject to the terms and
conditions of this Agreement, each of the parties hereto agrees to use all
reasonable efforts to do all things necessary, proper or advisable, under this
Agreement and all applicable laws and regulations, to consummate the
transactions contemplated hereby. If, at any time after the Closing Date, any
further action is necessary, proper or advisable to carry out the intention of
this Agreement, then, as soon as is reasonably practicable, each party to this
Agreement shall take, or cause its proper officers to take, such action.

             (b) Formation of Advisory Board. Following the Closing, Modern
Sales will promptly form an advisory board (the "Advisory Board") to generally
oversee and supervise the operations of the Modern Florida Facility, and to
coordinate the supply of mushrooms from Quincy Farms with the processing and
sales capabilities of the Modern Florida Facility. The Advisory Board will hold
regular meetings at the Modern Florida Facility, no less frequently than
monthly. A representative of Quincy will serve as a member of, and will
participate in all deliberations of, the Advisory Board. The Advisory Board will
regularly address and resolve the mix of mushroom varieties to be grown at
Quincy Farms and to be processed at the Modern Florida Facility, with the
parties to this Agreement recognizing the need to respect and reasonably
accommodate each other's business needs. In particular, the parties will
endeavor to reconcile Quincy's desire to maximize revenues by producing and
selling to Modern Sales higher-priced

                                      E-61
<PAGE>   41
varieties of mushrooms, in increasing quantities, with the need of Modern Sales
to be able to sell a full line of mushrooms to its regional customers, and not
to be overwhelmed with quantities of mushrooms that are beyond the market-demand
of the regional customer base, or the processing capacity of the Modern Florida
Facility. The Advisory Board will also use its best efforts to address
appropriate grading standards for Product. The Quincy representative on the
Advisory Board will also be invited to observe and participate in (on a
non-voting basis) all meetings of the Board of Directors of Modern Sales.

             (c) Post Closing Quincy Accounts Receivables Collection Assistance.
Quincy is solely responsible for the collection and maintenance of accounts
receivable arising from the sale of mushrooms by it up to and including the
Closing Date. Nevertheless, with respect to Customers that continue to be
customers of Modern Sales after the Closing Date, Modern Sales agrees to use its
best efforts to assist Quincy in the collection of amounts validly owed Quincy
by such Customers. These best efforts will include any and all collection
practices that are reasonable and customary in the mushroom business and that
Modern Sales deems appropriate under the circumstances. Best efforts is
understood not to include the commencement of collection litigation or the
filing of PACA complaints or liens by Modern Sales.

        21.  Post Closing Covenants of Quincy. Quincy covenants and agrees with
Modern Sales that, after the Closing:

             (a) Satisfaction of Business Liabilities. Quincy will pay, perform
and discharge, in full and prior to their respective due dates, all of Quincy's
liabilities, obligations and debts related to the operation of the Business
prior to the Closing Date, other than those liabilities, accruing from and after
the Closing Date, to be expressly assumed by Modern Sales hereunder, and other
than liabilities being contested by Quincy in good faith.

                                      E-62
<PAGE>   42

             (b) Further Assurance of Title. Quincy will, for no further
consideration, perform all such other actions, and execute, acknowledge and
deliver and cause to be executed, acknowledged and delivered, such assignments,
transfers, consents and certificates, and other documents as Modern Sales, or
its counsel, may reasonably request to better vest in Modern Sales and perfect
Modern Sales' right, title and interest in, and enjoyment of, the Assets.

             (c) deleted.

             (d) Production of Mushrooms. Quincy will, at all times during the
term of this Agreement, continue to use best efforts to grow mushrooms at Quincy
Farms, at the minimum annual production rate of twenty-five (25) million pounds,
at a monthly rate of between 1.7 and 2.6 million pounds.

        22.  Survival. All representations, warranties and covenants of the
parties hereto contained in this Agreement or otherwise made in writing in
connection with the transactions contemplated hereby (in each case except as
affected by the transactions contemplated by this Agreement) shall survive the
execution, delivery and performance of this Agreement. In addition, the
indemnification obligations set forth in Paragraph 18.

        23.  Expenses. Each party shall be responsible for its own expenses
incurred in connection with the preparation and negotiation of this Agreement
and the consummation of the transactions contemplated hereby, except as
otherwise expressly provided herein. Except as hereinafter set forth, Quincy
shall pay all costs incurred in connection with transferring title to the Assets
to Modern Sales as contemplated by this Agreement (whether at or subsequent to
the Closing). Modern Sales will bear the cost to retitle any motor vehicles to
be transferred by Quincy, and Quincy will bear the cost of clearing or releasing
any liens and encumbrances, if any, of record against the Assets.

                                      E-63
<PAGE>   43


        24.  Notices. All notices, requests, demands and other communications
required or permitted to be made hereunder ("Notice") shall be given in writing
and shall be deemed duly given if hand delivered against a signed receipt
therefor, sent by registered or certified mail, return receipt requested, first
class postage prepaid, or sent by nationally recognized overnight delivery
service, in each case addressed to the party entitled to receive the same at the
address specified below.


If to Modern Sales, then to:                If to Quincy, then to:

C And C Carriage Mushroom Co.               Quincy Corporation
P.O. Box 388                                190 Mannie Gunn Road
Avondale, PA 19311                          Quincy, Florida 32351
Attn: Charles J. Ciarrocchi, Jr.,           Attn: Bob Weatherford, CFO
President                                   Facsimile: 850-627-1222
Facsimile: 610-268-3099

        and to                                  and to

C And C Carriage Mushroom Co.               Fred Bennitt
P. O. Box 388                               c/o Sylvan Inc.
Avondale, PA 19311                          333 Main Street
Attn: Bennett D. Lazar, CFO                 P.O. Box 249
Facsimile: 610-268-3099                     Saxonburg, PA 16056-0249
                                            Facsimile: 724-352-7550

With a copy, sent in the manner prescribed above, to:

Sanford K. Mozes, Esquire
Fox Rothschild O'Brien & Frankel, LLP
2000 Market Street, 10th Floor
Philadelphia, PA 19103
Facsimile: 215-299-2150

Any party may alter the address or facsimile numbers to which communications are
to be sent by giving Notice of such change of address or facsimile in conformity
with the provisions of this paragraph providing for the giving of Notice. Notice
shall be deemed to be effective, if personally

                                      E-64
<PAGE>   44
delivered, when delivered; if delivered by facsimile, on the next business day
after transmission thereof on a machine with confirmed answer back; if mailed,
at midnight on the third business day after being sent by registered or
certified mail; and if sent by nationally recognized overnight delivery service,
on the next business day following the date of delivery to such delivery
service.

        25.  Miscellaneous.

             (a) Amendments. No change, amendment or modification of any
provision of this Agreement will be effective unless it is in writing signed by
the party against whom enforcement of the change, amendment or modification is
sought.

             (b) Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their respective successors and
permitted assigns. This Agreement may not be assigned by either party without
the prior written consent of the other party. Notwithstanding the foregoing
sentence to the contrary, each party shall have the right, upon prior notice to
the other, to assign all or any of its rights under this Agreement to any
corporation, partnership or other entity in which such party or any affiliate of
such party has an interest as part of a reorganization of its business or
otherwise, provided that such party remains responsible as surety of the
obligations set forth in this Agreement.

             (c) Waivers. No waiver of any right under this Agreement will be
deemed effective unless contained in writing signed by the party charged by such
waiver, and no waiver of any right arising from any breach or failure to perform
will be deemed to be a waiver of any future such right or of any right arising
under this Agreement.

             (d) Brokers. Quincy, on the one hand, and Modern Sales, on the
other hand, warrant and represent to the other that each has had no dealings,
negotiations or communications with any brokers, finders or other intermediaries
in connection with this Agreement or the


                                      E-65
<PAGE>   45
transactions contemplated hereby. If any claim is asserted by any other person,
corporation or other entity, whether a broker, finder or otherwise, claiming a
commission and/or finder's fee with respect to this Agreement or the sale and
purchase of the Assets resulting from any act, representation or promise of
Quincy, on the one hand, or Modern Sales, on the other hand, then such party
shall indemnify, defend and hold harmless the other party from and against any
such claim.

             (e) Titles. The titles of the Paragraphs and subparagraphs of this
Agreement are for convenience of reference only and are not to be considered in
construing the terms and provisions hereof.

             (f) Provisions Separable. The provisions of this Agreement are
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

             (g) Schedules. All schedules to this Agreement are hereby
incorporated by reference into, and made a part of, this Agreement.

             (h) Execution; Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall
together constitute one and the same instrument. This Agreement shall become
binding when one or more counterparts hereof, individually or taken together,
shall bear the signatures of all of the parties reflected hereon as the
signatories hereto.

             (i) Entire Agreement. This Agreement and the other documents
delivered pursuant hereto shall constitute the full and entire understanding and
agreement between the parties with regard to the subject matter hereof and
thereof, and supersedes all prior agreements,

                                      E-66
<PAGE>   46
understandings, inducements or conditions, express or implied, oral or written,
except as herein contained. All of the terms of the Letter of Intent not
expressly modified by this Agreement shall continue to apply to the relationship
between the parties. A copy of the Letter of Intent is attached hereto as
Schedule 24(i) and is incorporated by reference. The express terms hereof shall
control and supersede any course of performance and/or usage of trade
inconsistent with any of the terms hereof.

             (j) Governing Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement shall be governed by and
construed in accordance with the laws of the Commonwealth of Pennsylvania. The
parties agree that any suit or proceeding arising under this Agreement shall be
brought in the U.S. District Court for the Northern District of Florida, in
Tallahassee, or in the Eastern District of Pennsylvania, in Philadelphia, or, if
federal jurisdiction does not pertain, in the state court of the State of
Florida, in Gadsden County, or in the Court of Common Pleas of Pennsylvania, in
Chester County. Each of the parties hereto hereby submits and consents to the
jurisdiction of such courts for the purpose of any suit or proceeding and hereby
waives any objection which any of them may now or hereafter have to the laying
of venue in such courts, and any claim that any such suit or proceeding brought
in any such court has been brought in an inconvenient forum.

                                      E-67
<PAGE>   47

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized agents on the day and year first above
written.

                                         "Quincy"

Attest:                                  QUINCY CORPORATION

By: /s/ Bob Weatherford                  By: /s/ G. J. Verhagen
   ------------------------------           -------------------------------

Title:      CFO                          Title: President
      ---------------------------


                                         "Modern Sales"

                                         C And C CARRIAGE MUSHROOM CO.
                                         t/a Modern Mushroom Sales Company

By: /s/ Bennett D. Lazar                 By: /s/ Charles J. Ciarrocchi, Jr.
   -----------------------------            -------------------------------
                                                Charles J. Ciarrocchi, Jr.
Title:      CFO                          Title: President
      --------------------------

The undersigned, intending to be legally bound, hereby joins in the above
Agreement to the extent specifically indicated therein with respect to the
undersigned.

                                         "Sylvan"

                                         SYLVAN INC.

By: /s/ Donald A. Smith                  By: /s/ Fred Y. Bennitt
   -----------------------------            -------------------------------

Title:      CFO                          Title: Secretary/Treasurer
      --------------------------               ----------------------------

                                      E-68