ADAMS GRAIN CO.
                                         P. O. Box 799
                                      Arbuckle, CA 95712



May 28, 1998

Walt Ramazzini
S.H.F. Acquisition Corp.
4600 North Gate Blvd, Suite #13
Sacramento, CA 95834


Dear Walt:
The following  terms and conditions  will govern the storage  agreement  between
Adams Grain Co. Inc. (AGCo) and S.H.F. Acquisition Corp. (SHF):

     1) SHF agrees to provide  storage and drying at their  facility  located at
46735 County Road 32B, Davis, California. The facility consists of two buildings
sized to each store 300,000 cwt. of wheat, corn, or safflower. Adams will be the
sole tenant at the facility during this storage  agreement.  The contract period
will be from June 1998 through May 31, 2002. This contract will be reviewed each
May with an option to extend the contract an  additional  year if agreed by both
SHF and AGCo.

     2) Adams will fill each  building to  capacity  (as  determined  by SHF) at
least once per year (June through May). AGCo will pay SHF as follows: A) Wheat -
$0.10/cwt.  receiving (as harvested- May through  July),  $0.075/cwt.  (each for
September and  October),  and  $0.10/cwt.  shipping  (when loaded out).  AGCo is
responsible for an additional  $0.05/cwt.  charge on unused storage  capacity if
the building is filled at harvest,  emptied before September, and then partially
filled with another commodity. B) Corn - $0.175/cwt. receiving (on dried weight,
as harvested-September  through December) and $0.175/cwt.  shipping (when loaded
out). C) Safflower - $0.175/cwt. receiving, and $0.175/cwt. shipping.

     3) SHF will dry any corn that is 15.6% or higher  moisture (per AGCo grade)
to 14.5%.  SHF shall store the corn at moistures  between 14.0% and 15.5%.  AGCo
will pay SHF the following for drying (on received weight):
<TABLE>
<S>                 <C>           <C>                 <C>           <C>                  <C>                                    <C>

    Moist %          $/cwt            Moist %           $/cwt           Moist %            $/cwt
   15.6-15.9          0.30         20.0-20.9             0.45         25.0-25.9             0.70
   16.0-16.9          0.325        21.0-21.9             0.50         26.0-26.9             0.75
   17.0-17.9          0.35         22.0-23.9             0.55         27.0-27.9             0.80
   18.0-18.9          0.375        23.0-23.9             0.60         28.0-28.9             0.85
   19.0-19.9           0.40        24.0-24.9             0.65         29.0-29.9             0.90
</TABLE>

<PAGE>

     4) SHF  will  bill  AGCo on the  last  day of each  month  for all  drying,
receiving,  and shipping  charges  incurred that month.  AGCo will reconcile the
bill and pay within 20 days.

     5) SHF's  receiving  hours will coincide  with AGCo's 102 facility  harvest
receiving hours until facility is filled.  Otherwise,  SHF's  receiving/shipping
hours will be 7AM to 3PM, Monday through Friday, excepting holidays.

     6) AGCo will  deliver no more than 40 trucks of grain per day unless  other
arrangements are made with SHF. AGCo will grade all trucks prior to delivery and
provide  SHF with the grade  for  drying  purposes.  SHF will not dump any grain
without an AGCo grade.  SHF will provide  AGCo with a composite  sample of dried
corn daily.  This sample will be taken at the end of conveyance (where the grain
enters the bin).

     7) SHF is  responsible  for  maintaining  quality of stored  grain.  SHF is
liable for shrink on any corn less than 13.0% moisture. SHF will retain a probed
sample of grain from every truck shipped from their facility for AGCo. Wheat and
corn needing fumigation will be done at AGCo's  recommendation and expense.  SHF
will convert  tunnels  from screens to  perforated  metal at SHF's  expense,  as
required, for wheat storage.

     8) AGCo may  inspect  their  grain  stocks at any time  during the  storage
period. AGCo will absorb 1 percent loss or gain on grain stored. SHF agrees that
any loss or gain  greater  than 1 percent  will be for their  account.  SHF will
provide daily scale weights and monthly inventory statements to AGCo.

     9) In the event that SHF sells the  facility  to a third  party  during the
term of this  agreement,  AGCo will  fulfill  the  obligations  for the  current
harvest year and reserves the right to retain or void the remaining years of the
agreement.

Please sign below for confirmation of the agreement.  Thank you.

Sincerely,

/s/ Mike Adams                     

Mike Adams
Adams Grain Co. Inc.




 /s/ Walt Ramazzini              

Walt Ramazzini
S.H.F. Acquisition Corp.