PURCHASE AGREEMENT


  THIS PURCHASE AGREEMENT is made and entered into as of the
27th day of February, 1997 by and between Dana C. Hair ("Buyer")
and Southlake Acquisition Corporation, a Nevada Corporation, and
Jim Joseph, as Trustee of the Joseph Revocable Trust, each as to an
undivided 1/2 interest ("Owner").

1.   General Description of Transaction:  Buyer is agreeing to
     purchase (subject to the terms and conditions set forth is
     this Agreement) the Property from Owner.  The purchase price
     is Six Million and no/100 Dollars ($6,000,000.00) to be paid
     all in cash at the close of escrow.  Escrow will be opened at
     First American Title Insurance Company and will close one
     hundred twenty (120) days from the opening of escrow, unless
     extended.  Buyer will make a Ten Thousand and no/100 Dollars
     ($10,000.00) non-refundable deposit at the opening of escrow.
     Owner will provide Buyer with certain information about the
     Property after the opening of escrow.  Buyer is to have ninety
     (90) days from the opening of escrow to conduct such
     investigations, inspections and tests as Buyer deems prudent,
     as well as to review condition of title.  In addition,
     concurrent with the ninety (90) day Inspection/Contingency
     Period, Buyer will be attempting to arrange financing for the
     purchase of the Property.  Buyer may extend this ninety (90)
     day Inspection/Contingency Period for an additional ninety
     (90) days by making an additional Ten Thousand and no/100
     Dollar ($10,000.00) non-refundable payment to Owner.  Assuming
     Buyer is satisfied with the results of the title, inspections,
     etc., and is able to arrange financing, Buyer will notify
     escrow in writing that all conditions have been satisfied and
     thereafter, be legally bound to purchase the Property, and
     thereafter, escrow will close.  In the event Buyer is not
     satisfied with the results of the title, inspections, etc., or
     has been unable to arrange financing, then Buyer may terminate
     this Agreement, cancel escrow, and have no further obligation
     to Owner, however, Buyer's deposit (or deposits) will not be
     refunded.
     
     The foregoing is intended as a generalized overview of the
     transaction.  The specific terms and conditions of the
     Parties' agreements are set forth in the balance of this
     Agreement.  In the event any statement in the Generalized
     Overview is inconsistent with a specific provision in the
     remainder of this Agreement, the specific provision is
     intended to be controlling.
     
2.   Definitions:  The following terms, whenever used in this
     Agreement, shall have only the meanings set forth below,
     unless such meanings are expressly modified elsewhere herein.
     
     2.1.  Broker:  Neither Owner, nor Buyer is represented
           by a broker in this transaction.
           
     2.2.  Broker's Commission:  There is no Broker's
           Commission.
           
     2.3.  Closing:  The date the deed to the Property is
           recorded in the Official Records of the county where
           the Property is located.
           
     2.4.  Deposit:  Buyer will deposit with Escrow Holder
           Ten Thousand and no/100 Dollars ($10,000.00) as a
           non-refundable deposit which escrow will be instructed to
           disburse to Seller immediately following the opening of
           escrow.  This deposit is intended to compensate Seller
           for Seller's agreement to remove the Property from the
           market during the Inspection/Contingency Period, and to
           serve as Liquidated Damages under Paragraph 7.
           
     2.5.  Escrow Holder: First American Title Insurance Company
                   4540 California Avenue, Suite 100
                   Bakersfield, CA  93309
                   (805) 327-5311
                   (805) 327-8533 - fax
           
     2.6.  Inspection/Contingency Period:  The period
           commencing at the Opening of Escrow and ending ninety
           (90) days thereafter.  However, at any time prior to
           the expiration of the initial ninety (90) day
           Inspection/Contingency Period, Buyer may extend the
           Inspection/Contingency Period one time for up to ninety
           (90) days, for a total of a one hundred eighty (180)
           day Inspection/Contingency Period, by paying Owner Ten
           Thousand and no/100 Dollars ($10,000.00) outside of
           escrow.  This Ten Thousand and no/100 Dollars
           ($10,000.00) extension fee shall be non-refundable, and
           shall be in addition to the deposit made on the opening
           of escrow.
           
     2.7.  Opening of Escrow:  Opening of Escrow shall be the
           time when escrow instructions signed by both Buyer and
           Owner are received by First American Title Insurance
           Company.
           
     2.8.  Outside Closing Date:  Escrow will close and the
           deed will be recorded no later than thirty (30) days
           after the close of the Inspection/Contingency Period
           (ninety (90) or one hundred eighty (180) days, if
           extended by tender of additional non-refundable deposit
           as described in 2.6).
           
     2.9.  Property:  The property that is the subject of
           this Purchase Agreement is commonly known as The White
           Ranch.  The legal description of the Property is set
           forth in Exhibit "A" ("the Property").
           
     2.10. Purchase Period:  The period commencing on the
           timely execution of this Agreement and ending on the
           earlier to occur of (a) the Closing or the cancellation
           of the Escrow, or (b) 5:00 p.m. on the Outside Closing
           Date.
           
     2.11. Purchase Price:  Six Million and no/100 Dollars
           ($6,000,000.00).
           
     2.12. Title Company: First American Title Insurance Company
                          4540 California Avenue, Suite 100
                          Bakersfield, CA  93309
                          (805) 327-5311
                          (805) 327-8533 - fax
           
           *   ALL PAYMENTS TO BE MADE BY BUYER TO OWNER OR ESCROW
     HOLDER SHALL BE IN THE FORM OF CASH OR CASHIER'S CHECK OR BY
     WIRE TRANSFER OF FEDERAL FUNDS ONLY.
     
3.   Conditions to Buyer's Obligation to Purchase.
     
     3.1.  Buyer's Inspection Rights:  At any time during the
           Inspection Period, Buyer and Buyer's experts shall have
           the right to enter upon the Property at reasonable
           times after reasonable notice to the Owner to make
           reasonably necessary inspections including the sampling
           of any surface waters, wells, and groundwater on or
           under the Property, and conducting such tests and
           examinations upon the Property as they deem
           appropriate, but without unreasonably interfering with
           the Property.
           
                   These inspections will include, but not be
           limited to, examination of soils and environmental
           factors, a review and investigation of the effect of
           any zoning, maps, permits, reports, engineering data,
           regulations, ordinances and laws affecting the
           Property, and the review of the items, if any, required
           to be delivered as provided in this Agreement.  Buyer
           and Buyer's experts shall exercise care in entering
           upon and inspecting the Property, and Buyer hereby
           agrees to defend, indemnify and hold harmless Owner,
           its officers, employees and agents from all damages,
           losses, costs, expenses and liabilities (including all
           attorneys' fees incurred by Owner), arising out of or
           resulting from Buyer's or Buyer's experts' entry upon
           or inspection of the Property.
           
                   At any time during the Inspection Period,
           Buyer has the right to cancel this Agreement if it is
           dissatisfied with the results of any inspection,
           evaluation, report, etc., and decides that the Property
           is not suitable for Buyer's purposes.  Buyer's failure
           to disapprove the physical condition of the Property on
           or before the end of the Inspection Period shall be
           deemed approval of the condition of the Property by
           Buyer.  Buyer agrees to keep the Property free and
           clear of all liens, and further agrees to indemnify and
           hold Owner harmless from all liabilities and to repair
           all damages to the Property arising from the
           inspections.
           
     3.2.  Financing:  Buyer does not know if Buyer can
           obtain suitable permanent financing.  Buyer shall seek
           financing during the Inspection Period.  In the event
           Buyer is unable to obtain financing acceptable to Buyer
           during that time, Buyer may terminate this Agreement in
           writing delivered to Owner during the Inspection Period
           and have no further obligation to Owner under this
           Agreement, except Buyer's indemnity obligation as set
           forth in Paragraph 3.
           
     3.3.  Title.
           
           a)  Matters of Record:  Owner will provide
               Buyer a copy of a preliminary title report on the
               Property along with copies of all documents
               reflected as exceptions in the Preliminary Title
               Report.  Buyer shall, within thirty (30) days of
               his receipt of the Preliminary Title Report,
               provide written notice to Owner of any items
               unacceptable to Buyer.  Owner shall then have ten
               (10) days to agree to remove such items and in the
               event Owner is unwilling or unable to do so, this
               Agreement shall terminate.  Buyer's failure to
               object to exceptions in the Preliminary Title
               Report within 30 days set forth above shall be
               deemed an approval of the Preliminary Title Report. 
               
           b)  Matters not of Record:  Any matters not
               of record but known to Owner are disclosed in
               Exhibits C, D, E, and F.  Buyer shall, within
               thirty (30) days, provide written notice to Owner
               of any items unacceptable to Buyer.  Owner shall
               then have ten (10) days to agree to remove such
               items and in the event Owner is unwilling or unable
               to do so, this Agreement shall terminate.  Buyer's
               failure to object to exceptions in Exhibits C, D,
               E, and F in a timely manner shall be deemed an
               approval of the matter set forth in those Exhibits
               C, D, E, and F. 
               
           c)  Title at Close:  At the close of escrow: 
               (a) Title shall be transferred by grant deed;
               (b) title shall be free of liens, except the lien
               for current property taxes; (c) title shall be free
               of other encumbrances, easements, restrictions,
               rights, and conditions of record or know to Owner,
               except for all matters shown in the Preliminary
               Title Report which are not disapproved in writing
               by Buyer, as set forth in a) and b), above.  Owner
               shall provide Buyer with a CLTA Standard Policy of
               Title Insurance in favor of Buyer in the amount of
               Six Million and no/100 Dollars ($6,000,000.00). 
               
4.   Operation of Property:  During the Purchase Period, and if
     escrow closes, until the close of escrow, the Owner shall have
     the right to possess the property.  If escrow closes, Owner
     shall deliver possession to Buyer at the close of escrow
     subject to any Farm Leases approved by Buyer.  Notwithstanding
     the foregoing, Owner will not materially alter the Property in
     any manner during the Purchase Period.
     
5.   Property Condition/Owner's Representations and Warranties: 
     Owner has made no representations, except as set forth in this
     Paragraph 5.  Owner warrants and represents to Buyer that as
     of the date of this Agreement and as of the Closing Date, the
     following warranties and representations are accurate:
     
     5.1.  Owner possesses fee simple absolute title to the
           Property and Owner has the legal right to enter into
           this Agreement.  This Agreement and all documents,
           certificates and instruments executed or to be executed
           by Owner in connection with the transfer of the
           Property to Buyer have been or will be duly authorized,
           executed, and delivered, and each constitutes or shall
           constitute a legal, valid and binding agreement
           enforceable against Owner in accordance with its terms;
           and no consents, orders or approvals are required in
           connection therewith.
           
     5.2.  Owner and Buyer are aware of the existence in the
           NW 1/4 of Section 3, T23S R23E of the Property of a
           dilapidated residence. Owner makes no warranty or
           representation as to the physical, structural, or
           mechanical condition of the residence or any systems or
           fixtures which may or may not be a part of the
           residence.
           
     5.3.  To the best of Owner's knowledge, there are no
           violations of any laws or regulations applicable to the
           Property.
           
     5.4.    There is no Section 5.4.
           
     5.5.    There is no Section 5.5.
           
     5.6.  Owner is not aware of any fact or circumstance
           which would prevent Buyer from operating the Property
           after Closing as a farm.
           
     5.7.  Except as listed on Exhibit "C", or in the
           Preliminary Title Report, at the Closing there shall be
           no outstanding contracts made by Owner affecting the
           Property, for any improvements to the Property or for
           services to be rendered to the Property and all such
           contracts that existed prior to closing will have been
           fully performed and paid for by Owner.  Owner shall
           cause to be discharged all mechanic's liens and
           materialmen's liens arising from any labor or materials
           furnished prior to Closing which pertain to the
           Property.
           
     5.8.  Except as listed on Exhibit "D", there are no
           rental agreements, leases or other agreements creating
           any possessory right in any third party in the
           Property.
           
     5.9.  Except as disclosed in Exhibits "C" or "D", or as
           set forth in Exhibit "E", to the best of Owner's
           knowledge, there are no matters, not of record, that
           would have a material adverse impact on the Buyer's use
           and enjoyment of the Property.
           
     5.10. The Property lies within, or is entitled to water
           service from the water districts disclosed on Exhibit
           "F".  Any other source of water for the Property is
           also disclosed on Exhibit "F".  Seller has made no
           representations or warranties as to the quality or
           quantity of water available to the Property.  Buyer
           will make Buyer's own independent evaluation of the
           water supply.
           
     5.11. Owner has not filed or been the subject of any
           filing of a petition under the Federal Bankruptcy Law
           or any insolvency laws, or any laws for composition of
           indebtedness or for the reorganization of debtors.
           
     5.12. To the best of Owner's knowledge, there are not
           now pending any lawsuits or causes of action regarding
           the Property, or any part thereof, and that Owner shall
           protect, indemnify, and hold Buyer harmless from any
           causes of action arising out of or relating to the
           Property, where the incidents or events which are the
           basis of any such lawsuit or cause of action are
           alleged to have occurred prior to the Closing Date. 
           The agreement to protect, indemnify and hold Buyer
           harmless in the preceding sentence shall not include
           any matters arising out of or caused by Buyer's
           negligent acts or omissions.
           
     5.13. Owner has received no written notice from any
           governmental authority that eminent domain proceedings
           for the condemnation of all or any portion of the Land
           or Improvements are pending or proposed.
           
     5.14. Owner is not a "foreign person" within the meaning
           of section 1445(f)(3) of the Internal Revenue Code of
           1954, as amended, and that Owner shall furnish to
           Buyer, prior to the Closing, an affidavit in form
           satisfactory to Buyer confirming the same.
           
     5.15. No Hazardous Substances.
           
            (i) To the best of Owner's knowledge, there
                have been no violations of any Environmental Laws
                (as defined below).
                
           (ii) To the best of Owner's knowledge, there
                are no buried or partially buried storage tanks on
                the Property.
                
          (iii) To the best of Owner's knowledge, Owner
                has received no notice, warning, notice of
                violation, administrative complaint, judicial
                complaint, or other formal or informal notice
                alleging that conditions on the Property are or
                have been in violation of any Environmental Law,
                or informing Owner that the Property is subject to
                investigation or inquiry regarding Hazardous
                Substances on the Property or the potential
                violation of any Environmental Law.
                
           (iv) To the best of Owner's knowledge, there
                is no monitoring program required by the
                Environmental Protection Agency ("EPA") or any
                similar state agency concerning the Property.
                
            (v) Except as noted below, to the best of
                Owner's knowledge, no toxic or hazardous
                chemicals, waste, or substances of any kind have
                ever been spilled, disposed or, or stored on,
                under or at the Property, whether by accident,
                burying, drainage, or storage in containers,
                tanks, holding areas, or by any other means.
                
                     Note:  As of February 19, 1997, a
                     number of metal drums of unknown origin and
                     unknown contents were located on the property
                     in the shop yard.  The drums have been
                     examined by Buyer, and he has determined that
                     the drums were empty except for accumulations
                     of rain water, and that the drums had been
                     stored on the property by a former tenant. 
                     On February 20, 1997, the drums were removed
                     to the former tenant's property.
                     
           (vi) To the best of Owner's knowledge, the
                Property has never been used as a dump or
                landfill.
                
          (vii) Owner has disclosed to Buyer all
                information, records, and studies maintained by
                Owner in connection with the Property concerning
                Hazardous Substances.
                
         (viii) The warranties in this section apply to
                all Hazardous Substances other than residues of
                chemicals applied to the Property or to crops
                growing in the property in the ordinary course of
                farming.
                
                   As used in this Agreement, "Environmental Laws"
          means all federal, state, local or municipal laws, rules,
          orders, regulations, statutes, ordinances, codes,
          decrees, or requirements of any government authority
          regulating, relating to, or imposing liability or
          standards of conduct concerning any Hazardous Substance
          (as later defined), or pertaining to occupational health
          or industrial hygiene (and only to the extent that the
          occupation or industrial hygiene laws, ordinances, or
          regulations relate to Hazardous Substances on, under, or
          about the Property), occupational or environmental
          conditions on, under, or about the Property, as now or
          may at any later time be in effect, including without
          limitation, the Comprehensive Environmental Response,
          Compensation and Liability Act of 1980 ("CERCLA") [42
          USCS Sections 9601 et seq.]; the Resource Conservation
          and Recovery Act of 1976 ("RCRA") [42 USCS Sections 6901
          et seq.]; the Clean Water Act also known as the Federal
          Water Pollution Control Act ("FWPCA") [33 USCS Sections
          1251 et seq.]; the Toxic Substances Control Act ("TSCA")
          [15 USCS Sections 2601 et seq.]; the Hazardous Materials
          Transportation Act ("HMTA") [49 USCS  Sections 1801 et
          seq.]; the Insecticide, Fungicide and Rodenticide Act [7
          USCS Sections 136 et seq.]; the Superfund Amendments and
          Reauthorization Act [42 USCS Sections 6901 et seq.]; the
          Clean Air Act [42 USCS Sections 7401 et seq.]; the Safe
          Drinking Water Act [42 USCS Sections 300f et seq.]; the
          Solid Waste Disposal Act [42 USCS Sections 6901 et seq.];
          the Surface Mining Control and Reclamation Act [30 USCS
          Sections 1201 et seq.]; the Emergency Planning and
          Community Right to Know Act [42 USCS Sections 11001 et
          seq.]; the Occupational Safety and Health Act [29 USCS
          Sections 655, 657]; the California Underground Storage of
          Hazardous Substances Act [H & SC Sections 25280 et seq.];
          The California Hazardous Substances Account Act [H & SC
          Sections 25300 et seq.]; the California Hazardous Waste
          Control Act [H & SC Sections 25100 et seq.]; the
          California Safe Drinking Water and Toxic Enforcement Act
          [H & SC Sections 24249.5 et seq.]; the Porter-Cologne
          Water Quality Act [Wat C Sections 13000 et seq.],
          together with any amendments of or regulations
          promulgated under the statutes cited above and any other
          federal, state, or local law, statute, ordinance, or
          regulation now in effect or later enacted that pertains
          to occupational health or industrial hygiene (and only to
          the extent that the occupational health or industrial
          hygiene laws, ordinances, or regulations relate to
          Hazardous Substances on, under, or about the Property),
          or the regulation or protection of the environment,
          including ambient air, soil, soil vapor, groundwater,
          surface water, or land use.
          
              As used in this Agreement, "Hazardous
          Substances" includes, without limitation:
          
          (a)  Those substances included
               within the definitions of "hazardous
               substance", "hazardous material", "toxic
               substance", "solid waste", or "pollutant or
               contaminant" in CERCLA, RCRA, TSCA, HMTA, or
               under any other Environmental Law;
                    
          (b)  Those substances listed in the
               United States Department of Transportation
               (DOT) Table [49 CFR 172.101], or by the
               Environmental Protection Agency (EPA), or any
               successor agency, as hazardous substances [40
               CFR Part 302];
                    
          (c)  Other substances, materials,
               and wastes that are or become regulated or
               classified as hazardous or toxic under
               federal, state, or local laws or regulations;
               and, 
                    
          (d)  Any material, waste, or substance that is:
                    
               (i)   a petroleum or refined petroleum product;
                          
               (ii)  asbestos;
                          
               (iii) polychlorinated biphenyl;
                          
               (iv)  designated as a hazardous substance
                     pursuant to 33 USCS Section 1321 or listed
                     pursuant to 33 USCS Section 1317;
                          
               (v)   a flammable explosive; or,
                          
               (vi)  a radioactive
                          material.
                          
                          
     5.16. To the Best of Owner's Knowledge:  In making the
           representations and warranties set forth in this
           Purchase Agreement, where Owner has stated "To the best
           of Owner's knowledge," Owner means that Owner has no
           conscious awareness of any information that would cause
           Owner to reach a different conclusion, and has
           undertaken no investigation or verification to
           determine the existence of any information that might
           cause Owner to reach a different conclusion.  The
           Property is occupied by tenants of Owner, and Owners'
           knowledge is limited to infrequent observations of the
           Property.  Buyer is directly and/or indirectly involved
           in farming on the Property as a result of Buyer's
           affiliation with two of the tenants on the Property. 
           
     5.17. The continued accuracy in all respects of Owner's
           representations and warranties shall be a condition
           precedent to Buyer's obligation to close.  All
           representations and warranties contained in the
           Agreement shall be deemed remade as of the date of
           Closing and shall survive the Closing.  If any of the
           representations and warranties are not correct at the
           time made or as of the Closing, Buyer may terminate
           this Agreement, and there shall be no further liability
           on the part of Buyer to Owner.  The fact that Buyer has
           the right to inspect the Property as provided in
           Paragraph 3 of this Agreement, and further the fact
           that Buyer conducts such inspections, shall not in any
           manner relieve Owner of its Representations and
           Warranties under this Paragraph and shall not
           constitute a waiver by Buyer of these Representations
           and Warranties. 
           
6.   Purchase and Closing:  Owner shall be legally bound to sell
     and Buyer legally bound to buy the Property under the
     following terms and conditions.
     
     6.1.  Purchase Price and Terms:  The purchase price is
           Six Million and no/100 Dollars ($6,000,000.00) and will
           be paid at the close of escrow in one lump sum.
           
     6.2.  Escrow:  The escrow shall be with First American
           Title Insurance Company.  Buyer and Owner agree to
           deliver signed escrow instructions to escrow within a
           reasonable time after the execution of this Agreement
           by Owner and Buyer.  The Escrow Instructions shall be
           in the usual form used by the Escrow Company, but shall
           specifically provide that they do not supersede this
           Agreement.  Owner will pay one-half (1/2) of the Escrow
           Agent's fees, the cost of the Preliminary Title Report,
           the cost of the policy of title insurance and the
           documentary transfer tax.  Buyer shall pay one-half
           (1/2) of the Escrow Agent's fees and all recording
           costs.
           
     6.3.  Possession:  Buyer shall be given possession of
           the Property upon the close of escrow.  Possession
           shall mean actual physical possession.  Owner covenants
           that the Property will not be subject to any possessory
           interests (leases, rental agreements, licenses, etc.)
           of any kind at the close of escrow, except as approved
           by Buyer pursuant to Paragraph 3.3.
           
     6.4.  Title:  Title shall be as provided in Paragraph 3.3.
           
     6.5.  Prorations/Fees/Closing Costs.  For purposes of
           prorations, the Property shall be deemed to have been
           transferred on the close of escrow, and the following
           items shall be prorated based on that closing date:
           
           (a) County consolidated property tax bill
               charges, and public utility charges (water, sewer,
               electricity, gas, garbage) shall be paid current by
               Owner and prorated between Owner and Buyer as of
               the date of recordation of the Deed. 
               
           (b) Bonds or assessments of Special
               Assessment Districts which are now a lien and are
               reflected in the county consolidated tax bill
               referred to in Paragraph (a) or are disclosed on
               the preliminary title report and approved by Buyer,
               shall be paid current by Owner as of the date shown
               in Paragraph (a); payments that are not yet due
               shall be assumed by Buyer.
               
           (c) County transfer tax or tax transfer fee
               shall be paid by Owner.  City transfer tax or
               transfer fee shall be paid by Owner.
               
           (d) Rents due under the leases shown in
               Exhibit "D" to 4 B's Farms, Phoenix Farming
               Company, and the J.G. Boswell Company will be
               prorated at the close of escrow on a calendar year
               basis.  Rents due prior to the close of escrow
               under the lease to HWB Farms as shown in Exhibit
               "D" will be for the account of the Owner.
               
     6.6.  Personal Property:  There are no items of personal
           property included as part of the Property.  However,
           the Property does include those items set forth on
           Exhibit "G", which may be classified as personal
           property or fixtures.
           
     6.7.  Fixtures:  All permanently installed fixtures and
           fittings that are attached to the Property or for which
           special openings have been made are included, free of
           liens, in the purchase price, including, but not
           limited to, fences, fuel tanks, and fixtures in or on
           the shop, except that Owner believes, but does not
           warrant, that is has the right to transfer an above-ground
           fuel tank located in the shop yard.
           
     6.8.  Assignment:  Buyer may assign all or any part of
           its interests in the Agreement.
           
     6.9.  Risk of Loss:  Except as otherwise provided in
           this Paragraph, all risk of loss to the Property which
           occurs after the offer is accepted and before either
           title has been transferred or possession has been given
           to Buyer, whichever occurs first, shall be borne by
           Owner.  Any damage to the land and improvements
           totaling one percent (1%) of the purchase price shall: 
           (a) be repaired by Owner until Buyer takes possession
           of the Property, or (b) be the responsibility of Buyer
           once Buyer takes possession of the Property.  If the
           land or improvements to the Property are destroyed or
           materially damaged prior to transfer of title in an
           amount exceeding one percent (1%) of the purchase
           price, then whether or not Buyer has possession, buyer
           shall have the right only to either:  (a) terminate
           this Agreement and recover the full deposit, or
           (b) purchase the Property in its then present
           condition.  If this Agreement is terminated pursuant to
           this Paragraph, any expenses paid by Buyer or Owner for
           credit reports, appraisals, title examination, or
           inspections of any kind shall remain that party's
           responsibility.  Whether the loss exceeds, equals, or
           is less than one percent (1%) of the purchase price, if
           Buyer purchases the Property, Owner shall assign to
           Buyer all rights to any insurance claims or insurance
           proceeds covering, or recovered for, the loss.  If
           transfer of title and possession do not occur at the
           same time, Buyer and Owner are advised to seek advice
           of their insurance advisors as to the insurance
           consequence thereof.
           
     6.10. Permits:  If in Owner's possession, Owner shall
           within ten (10) days of the Opening of Escrow, deliver
           to Buyer copies of all permits and approvals concerning
           the Property obtained from any governmental entity,
           including but not limited to, Certificates of
           Occupancy, Conditional Use Permits, Development Plans,
           and licenses and permits pertaining to the operation of
           the Property.
           
     6.11. Structural Modifications:  Owner, within ten (10)
           days of the Opening of Escrow, shall disclose to Buyer
           in writing any known structural additions or
           alterations, or the installation, alteration, repair,
           or replacement of significant components of the
           structure upon the Property.  Buyer may notify Owner in
           writing of disapproval at any time during the
           Inspection Period.  Notice by Buyer to Owner of its
           disapproval shall terminate this Agreement.
           
     6.12. Governmental Compliance:  (a) Within ten (10) days
           of the Opening of Escrow, Owner shall disclose to Buyer
           any improvements, additions, alterations, or repairs
           ("Improvements") made by Owner or known to Owner to
           have been made without required governmental permits,
           final inspections, and approvals.  (b) In addition,
           Owner represents that Owner has no knowledge of any
           notice of violations of City, County, State, or Federal
           building, zoning, fire, or health laws, codes,
           statutes, ordinances, regulations, or rules filed or
           issued against the Property.  If Owner receives notice
           or is made aware of any of the above violations prior
           to the Closing Date, Owner shall immediately notify
           Buyer in writing.  (c) Prior to the end of the
           Inspection Period, Buyer shall provide Owner written
           notice of any items disclosed in (a) or (b) which Buyer
           disapproves.  Notice by Buyer to Owner of its
           disapproval shall terminate this Agreement.
           
     6.13. Survey, Land, and Engineering Documents:  Owner,
           within ten (10) days of opening of escrow, shall
           deliver to Buyer copies of surveys, plans,
           specifications, and engineering documents, if any,
           prepared on Owner's behalf or in Owner's possession. 
           Prior to the end of the Inspection Period, Buyer shall
           notify Owner in writing of disapproval.  Notice by
           Buyer to Owner of its disapproval shall terminate this
           Agreement.
           
     6.14. Rental/Service Agreements:  Owner, within ten (10)
           days of the Opening of Escrow, shall make available to
           Buyer for inspection and review:  (1) all current
           leases, rental agreements, service contracts and other
           agreements pertaining to the operation of the Property;
           (2) a rental statement including names of tenants,
           rental rates, period of rental, date of last rent
           increase, security deposits, rental concessions,
           rebates or other benefits, if any, and a list of
           delinquent rents and their duration.  Owner represents
           that no tenant is entitled to any rebate, concession,
           or other benefit except as set forth in the documents. 
           Owner represents that the documents to be furnished are
           those maintained in the ordinary and normal course of
           business.  Prior to the end of the Inspection Period,
           Buyer shall notify Owner in writing of disapproval. 
           Buyer's failure to timely disapprove shall be deemed
           approval.  Notice by Buyer to Owner of its disapproval
           shall terminate this Agreement.
           
     6.15. Income/Expense Statements:  Not applicable.
           
     6.16. There is no Section 6.16
           
     6.17. Delay Caused by Owner:  If Owner fails to provide
           the documents required in this Section 6 within the ten
           (10) day period, the Inspection Period shall be
           extended by the period of the delay or Buyer, at
           Buyer's option, may terminate this Agreement.
           
     6.18  Exchange Option:  Owner reserves the right to
           effect a tax free exchange prior to the close of this
           escrow, and Buyer agrees to cooperate with Owner in
           such exchange, provided Buyer is not at any additional
           expense as a result thereof, and provided that such
           exchange escrow does not involve Buyer taking title to
           any other property and does not interfere with the
           timely  closing of the sale to Buyer.  Owner shall
           assume responsibility for all aspects of the "tax free"
           exchange and Buyer's only obligation is reasonable
           cooperation.
           
7.   Liquidated Damages:
     
     BUYER AND OWNER AGREE THAT IT WOULD BE IMPRACTICAL OR
     EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES TO OWNER IN THE
     EVENT BUYER ELECTS NOT TO CLOSE OR DEFAULTS UNDER THIS
     AGREEMENT.  THE PARTIES HEREBY AGREE THAT A REASONABLE
     ESTIMATE OF SUCH DAMAGE IS TEN THOUSAND DOLLARS ($10,000.00). 
     OWNER ACKNOWLEDGES THAT IT HAS NO RIGHT TO RECOVER ANY OTHER
     CONSIDERATION OR DAMAGES OR TO EXERCISE ANY OTHER REMEDIES OR
     MAKE ANY OTHER CLAIMS IN THE EVENT THAT BUYER DOES NOT CLOSE
     AND TO THE EXTEND THAT OWNER HAS ANY RIGHTS, REMEDIES OR
     CLAIMS, GROWING OUT OF BUYER'S FAILURE TO PURCHASE THE
     PROPERTY, DOES HEREBY WAIVE THEM.
     
         /s/                                  /s/
     Owner's Initials                   Buyer's Initials
     
8.   Notices:  All notices or other communications required or
     permitted hereunder shall be in writing, and shall be
     personally delivered (delivery by overnight courier shall be
     deemed personal delivery) to the following addresses or sent
     by telecopy to the following fax numbers:
     
     To Owner:          Brent Bowen
                        Vice-President
                        Southlake Acquisition Corp.
                        P.O. Box 1410
                        Davis, CA  95617
                        (916) 753-5695 ext. 17; (916) 756-8252-fax
                     
     with a copy to:    Christopher J. Konwinski, Esq.
                        CALFEE & YOUNG
                        611 North Street
                        Woodland, CA  95695-3237
                        (916) 666-2185; (916) 666-3123 - fax
                     
                        The Joseph Irrevocable Trust
                        Jim Joseph, Trustee
                        1480 Drew Avenue, Suite 100
                        Davis, CA  95616
                        (___)____________; (___)___________-fax
                     
     with a copy to:    _______________________________
                     
                        _______________________________
                     
                        _______________________________
                     
                        (___)___________; (___)____________-fax
                     
     To Buyer:          Dana C. Hair
                        629 Oleander
                        Bakersfield, CA  93301
                     
                        (805) 328-9232; (___)____________-fax
                     
     with a copy to:    Thomas C. Fallgatter, Esq.
                        THOMAS C. FALLGATTER, LAWYER
                        1605 "G" Street
                        Bakersfield, CA  93301
                        (805)328-9091; (805) 328-9314-fax
                     
           Personally delivered or telecopied notice shall be deemed
     given upon receipt.  Notice of change of address shall be
     given by written notice in the manner detailed in this
     Paragraph.  If escrow has been opened, copies of all notices
     shall also be sent to the Escrow Holder at the address or fax
     number set forth in Paragraph 2.5.
     
9.   General Provisions:
     
     9.1.  Successors and Assigns:  This Agreement shall be
           binding upon and inure to the benefit of Owner and
           Buyer and their respective successors and assigns,
           except as otherwise provided herein.
           
     9.2.  Entire Agreement:  This Agreement contains the
           entire agreement between the parties concerning the
           Property, and no addition to or modification of any
           term or provision shall be effective unless in writing,
           signed by both Owner and Buyer.
           
     9.3.  Time of Essence:  Owner and Buyer hereby
           acknowledge and agree that time is strictly of the
           essence with respect to each term and condition of this
           Agreement and that the failure to timely perform any of
           the terms and conditions by either party shall
           constitute a breach and default under this Agreement by
           the party failing to perform.
           
     9.4.  Partial Invalidity:  If any portion of this
           Agreement shall be declared by any court of competent
           jurisdiction to be invalid, illegal or unenforceable,
           that portion shall be deemed severed from this
           Agreement and the remaining parts shall remain in full
           force as fully as though the invalid, illegal or
           unenforceable portion had never been part of this
           Agreement.
           
     9.5.  Attorneys' Fees:  If any action, lawsuit or other
           proceeding is commenced which arises out of, or in any
           way relates to this Agreement or its enforcement, the
           prevailing party shall be entitled to recover from each
           other party such amounts as the court may adjudge to be
           reasonable attorneys' fees in the action, lawsuit or
           proceeding (including, but not limited to, the
           allocated costs for services of in-house counsel), in
           addition to such court costs, expert witness fees and
           such other fees, costs or sums as are allowed by law.
           
     9.6.  Governing Law:  The parties intend and agree that
           this Agreement shall be governed by and construed in
           accordance with the laws of the State of California.
           
     9.7   Waivers:  No waiver by either party of any
           provision shall be deemed a waiver of any other
           provision or of any subsequent breach by either party
           of the same or any other provision.
           
     9.8   Captions:  The captions, paragraph and
           subparagraph numbers of the Agreement are for
           convenience only and in no way define or limit the
           scope of intent of the paragraphs of this Agreement.
           
     9.9.  Counterparts:  This Agreement may be executed in
           counterparts, each of which shall be deemed an
           original, but all of which, together, shall constitute
           one Agreement.
           
     9.10. Exhibits:  Exhibits A, B, C, D, E, F, and G,
           attached to this Agreement are hereby incorporated by
           this reference.
           
     IN WITNESS WHEREOF, Buyer has executed this  Agreement on the day
and year set forth below.


DATED:    2/27 , 1997         OWNER:

                              Southlake Acquisition Corporation,
                              a Nevada Corporation


                              By:    /s/ BRENT BOWEN
                             
                              Print: BRENT BOWEN

                              Its:   VICE PRESIDENT


                              The Joseph Revocable Trust


                              By: /s/ JIM JOSEPH BY DONALD C. LEWIS
                                  Jim Joseph, Trustee


                              By: /s/ DONALD C. LEWIS
                                  ATTORNEY IN FACT


DATED:    2/27 , 1997         BUYER:


                              By: /s/ DANA C. HAIR
                                  DANA C. HAIR

                        EXHIBIT "A"

     to PURCHASE AGREEMENT dated ______________ between Southlake
Acquisition Corporation and Jim Joseph Revocable Trust, "Owner";
and Dana C. Hair "Buyer".

Legal description of "the Property".


RECORDING REQUESTED BY

     AND WHEN RECORDED MAIL TO

NAME      CALFEE & YOUNG
ADDRESS:  P.O. Box 2143
CITY &    Woodland, CA 95695
STATE
ZIP
Title Order No. _______ Escrow No. _______

                    Space above this line for recorder's use.
_____________________________________________________________

     MAIL TAX STATEMENTS TO

NAME      SOUTHLAKE ACQUISITION    Documentary Transfer Tax $0
          CORPORATION              ___ computed on full value of
STREET    4045 S. Spencer Street        property conveyed,
ADDRESS:  Suite 206                 X  or computed on full value
CITY &    Las Vegas, NV 89119           less liens and encum-
STATE                                   brances remaining at
ZIP                                     time of sale.
                                   /s/
                                   Signature of Declarant or
                                   Agent determining tax.  Firm
                                   Name.
                                        No tax-Deed is from an
                                        Agent to a principal, not
                                        pursuant to a sale.

                     CORPORATION GRANT DEED

FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged,

ADDIS CORPORATION

a Texas Corporation hereby GRANT(S) to

SOUTHLAKE  ACQUISITION  CORPORATION,  a  Nevada  corporation  the
following described real property in the UNINCORPORATED  AREA  OF
county of KINGS, state of California

SEE  EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN BY  THIS
REFERENCE


                              ADDIS CORPORATION
Dated February 15, 1989       By:  /s/ D. Doyle Mize
                                   D. Doyle Mize, President
STATE OF CALIFORNIA )
                    ) ss      __________________________________
COUNTY OF _________ )
                              __________________________________
On _______ before me, the
undersigned, a Notary         /s/
Public in and for said        WITNESS
County and State, personally
appeared ___________ known to
me to be the ______ President,
and _________ known to me to
be ________ Secretary of the
corporation that executed the
within Instrument, and
acknowledged to me that such
corporation executed the
within instrument pursuant
to its bylaws or a resolution
of its board of directors.

Signature ___________________

_____________________________
    Name (Typed or Printed)

Notary Public in and for said County and State


                           (This area for official notarial seal)
Order No. 70436
                                                      EXHIBIT "A"
                           DESCRIPTION

PARCEL 1:

The Northeast Quarter of Section 11 in Township 23 South, Range
22 East, Mount Diablo Base and Meridian, according to United
States Government Township Plat, in the County of Kings, State of
California.

EXCEPTING FROM  the North one-eighth of the Northeast Quarter of
said Section, any part thereof included in ditches and public
roads.

ALSO EXCEPTING THEREFROM an undivided one-half interest in and to
all minerals, mineral deposits, oil, gas and other hydrocarbon
substances of every kind and character contained in or upon said
premises, as saved and executed by California Western States Life
Insurance Company, a corporation, in its Deed to South Lake
Farms, Inc., a corporation, dated December 17, 1946 and recorded
January 20, 1947 in Book 367 at Page 394 of Official Records, as
Document No. 568.

PARCEL 2:

All of Section 12, Township 23 South, Range 22 East, Mount Diablo
Base and Meridian, according to United States Government Township
Plat.

EXCEPTING THEREFROM an undivided one-half interest in and to all
minerals, mineral deposits, oil, gas and other hydrocarbon
substances of every kind and character contained in or upon said
premises, as saved and executed by California Western States Life
Insurance Company, a corporation, in its Deed to South Lake
Farms, Inc., a corporation, dated December 17, 1946 and recorded
January 20, 1947 in Book 367 at Page 394 of Official Records, as
Document No. 568.

STATE OF CALIFORNIA )
                    )    ss.
COUNTY OF YOLO      )

     On 2/15, 1989, before me, the undersigned, a Notary Public
in and for said State, personally appeared Kent N. Calfee,
personally known to me (or proved to me on the basis of the oath
of ___________, a credible witness who is personally known to me)
to be the person whose name is subscribed to the within
instrument as witness thereto, who being by duly sworn, deposed
and said: That he/she resides in Yolo County, that he/she was
present and saw D. Doyle Mize, personally known to him/her to be
the same person described in and who executed the within
instrument as ___________ President and ___________ Secretary, on
behalf of Addis Corporation, the corporation therein named and
acknowledged to him/her that the corporation executed the same as
a party thereto pursuant to its bylaws or a resolution of its
Board of Directors, signed, sealed and delivered the same and
that said party duly acknowledged in the presence of said
affiant, that he/she/they executed the same, and that said
affiant, thereupon at the parties request subscribed his/her name
as a witness thereto.

Witness my hand and official seal

                                        (Seal)

/s/
Notary Public




                                                  END OF DOCUMENT
Order No.
Escrow No.
Loan No.

RECORDING REQUESTED BY:

WHEN RECORDED MAIL TO:

NAME      CALFEE & YOUNG
ADDRESS:  P.O. Box 2143
CITY &    Woodland, CA 95695
STATE
ZIP

                    Space above this line for recorder's use.
_____________________________________________________________

     MAIL TAX STATEMENTS TO

NAME      SOUTHLAKE ACQUISITION    Documentary Transfer Tax $0
          CORPORATION              ___ Computed on the considera-
STREET    4045 S. Spencer Street        tion or value of property
ADDRESS:  Suite 206                     conveyed; OR
CITY &    Las Vegas, NV 89119       X  Computed on the considera-
STATE                                   tion or value less liens
ZIP                                     or encumbrances remaining
                                        at time of sale.
                                   /s/
                                   Signature of Declarant or
                                   Agent determining tax. Firm
                                   Name.
                                        No tax-Deed is from an
                                        agent to a principal not
                                        pursuant to a sale.

                     CORPORATION GRANT DEED

FOR A VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged,

ADDIS CORPORATION, a Texas corporation

a  Corporation  organized under the laws of the State  of  Texas,
does  hereby GRANT to SOUTHLAKE ACQUISITION CORPORATION, a Nevada
corporation

the  real  property in the City of Unincorporated area County  of
Tulare, State of California, described as

See  Exhibit "A" attached hereto and incorporated herein by  this
reference.

THIS DEED IS RE-RECORDED TO CORRECT LEGAL DESCRIPTION.

Dated January 31, 1989        ADDIS CORPORATION

STATE OF TEXAS      )
                    ) ss.     By:  /s/
COUNTY OF HARRIS    )              D. Doyle Mize       President

On November 6, 1989 before    By: ______________________________
me, the undersigned, a                                 Secretary
Notary Public in and for said
State, personally appeared
D. Doyle Mize  known to me
to be the _____________            /s/
President, and _________           Witness
known to me to be the ______
Secretary of the corporation
that executed the within
Instrument, and known to me
to be the person who executed
the within instrument on
behalf of the corporation
therein named, and
acknowledged to me that such
corporation executed the
within instrument pursuant
to its bylaws or a resolution
of its board of directors.

WITNESS my hand and official seal

Signature /s/

    Name (Typed or Printed)

Notary Public in and for said County and State

              MAIL TAX STATEMENTS AS DIRECTED ABOVE
                                
STATE OF CALIFORNIA )
                    )    ss.
COUNTY OF YOLO      )

     On January 31, 1989 before me, the undersigned, a Notary
Public in and for said State, personally appeared Kent N. Calfee,
personally known to me a credible witness who is personally known
to me to be the person whose name is subscribed to the within
instrument as witness thereto, who being by duly sworn, deposed
and said: That he/she resides in Yolo County, that he/she was
present and saw D. Doyle Mize, personally known to him/her to be
the same person described in and who executed the within
instrument as _____________ President and _____________
Secretary, on behalf of Addis Corporation, the corporation
therein named and acknowledged to him/her that the corporation
executed the same as a party thereto pursuant to its bylaws or a
resolution of its Board of Directors, signed, sealed and
delivered the same and that said party duly acknowledged in the
presence of said affiant, that he/she/they executed the same, and
that said affiant, thereupon at the parties request subscribed
his/her name as a witness thereto.

Witness my hand and official seal

                                        (Seal)

/s/
Notary Public

EXHIBIT "A"
                           Description

Parcel 1:

The follwoing parcels located in Township 22 South, Range 23
East Mount Diablo Base and Meridian, County of Tulare, State
of California, according to the official plot thereof.

APN 291-140-05 (portion)

(A)  The Southerly 20 acres of Swamp and Overflow, Lot 2 of the
East half of Section 20, the North line of said 20 acres being
parallel with the North line of said Section 20.

APN 291-070-01

(B)  The Southwest quarter of Section 21; the West half of the
Southeast quarter of Section 21.

APN 291-100-03

(C)  That portion of the South half of Section 27, lying West of
the Westerly line of the land described in the Deed to the State of
California, recorded September 14, 1973, in Book 3130, page 744,
Official Records.

APN 291-100-01 and 02

(D)  All of Section 28.

APN 291-110-03 (portion)

(E)  Swamp and Overflow Lot 1 in the Southwest quarter of Section 34,
the Southeast quarter of the Southwest quarter of Section 34; the North
half of the Southwest quarter of Section 34; the North half of Section
34, the Southeast quarter of Section 34.

EXCEPTING therefrom that portion lying East of the Westerly  line
of  the  land  described  in a Deed to the  State  of  California
recorded  September  14, 1973 in Book 3130,  page  744,  Official
Records.

ALSO  EXCEPTING  an undivided one-half interest  in  and  to  all
minerals,  oil, gas and other hydrocarbon substances as  reversed
by  Myrtle Frances Bryson, a widow, in the Deed to F. L. Purinton
and  Gertrude E. Purinton, his wife, dated October 8,  1947,  and
recorded October 22, 1984 in Book 1268, page 413, File No. 27542,
Official Records.

ALSO  EXCEPTING  from  said  Parcel  1  an  undivided  one-fourth
interest  in  and to all minerals, oil, gas and other hydrocarbon
substances,  as  reserved  in the Deed  from  F.L.  Purinton  and
Gertrude  E.  Purinton,  his wife, to  Goldring  Packing  Co.,  a
California Corporation, dated January 21, 1948, recorded February
17, 1948 in Book 1283, page 244, File No. 4398, Official Records.

ALSO  EXCEPTING an undivided one-eighth interest in all oil,  gas
and  other hydrocarbons and minerals as reserved by Angiola Ranch
in Deed recorded in Book 2403, page 422, Official Records.

ALSO  EXCEPTING  all  oil, gas, petroleum and  other  hydrocarbon
substances and minerals located in, under and upon said property,
together  with  the right to go upon said property  at  any  time
hereafter for the purposes of developing and extracting oil, gas,
minerals and other hydrocarbon substances from said land, and  to
erect  and  construct  upon said land at  locations  approved  in
advance in writing by Grantee or his successor in interest  which
approval  shall  not  be  unreasonably  withheld,  any  and   all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to  the exploration and development of said land for oil, gas and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps, pipe lines, fences, canals, buildings and  to  her
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damages or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonable value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

     As reserved by South Lake Farms, a corporation, in a Deed to
Floyd  C. Williams, at al, recorded April 16, 1981 in Book  3856,
page 843, Official Records.


NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 2:  APN 291-140-05

Swamp  and Overflow Lot 3 in the Southeast quarter and the  Swamp
and Overflow Lots 4 and 5 in the Northeast quarter; the Northwest
quarter of the Southeast quarter;

the Southeast quarter of the Southeast quarter; the Southwest
quarter of the Southeast quarter, and the West half of Section 20,
Township 22 South, Range 23 East, Mount Diablo Base and Meridian,
County of Tulare, State of California, according to the official
plat thereof.

EXCEPTING therefrom one-half of all the oil, gas and other hydrocarbons
and minerals in, on or that may be produced therefrom reserved by James
A. Booth and Francis N. Booth, his wife, in Deed dated May 27, 1943,
recorded June 2, 1943 in Book 1832, page 272, Official Records.

ALSO EXCEPTING one-fourth of all oil, gas and other hydrocarbons
and minerals in, on or under, or that may be produced from said land,
as reserved by Harold A. Witham and Frances A. Witham, his wife, in Deed
dated January 2, 1947, recorded February 21, 1947 in Book 1234,
page 71, Official Records.

ALSO EXCEPTING therefrom one-eighth of all the oil, gas and other
hydrocarbons  and  minerals in, on  or  under,  or  that  may  be
produced  therefrom as reserved by John Ruether and  Margaret  F.
Ruether,  in  the Deed recorded February 5, 1962, in  Book  2317,
page 250, File No. 4664, Official Records.

ALSO  EXCEPTING therefrom a strip of land 30 feet wide along  the
entire  East  side  of the property described hereinabove  and  a
strip  of land 55 feet wide along the Northerly boundary  of  the
property described hereinabove, measured from the center  of  the
County road South, said 30 foot strip to leave the East line  and
pass to the West of the pumping plant in the Northeast corner  of
the  property hereinabove described, a distance therefrom of  not
less than 25 feet, so that the East line of said 30 foot strip is
not less than 25 feet West of the pumping plant.

ALSO  EXCEPTING  all  oil,  gas, petroleum  and  the  hydrocarbon
substances and minerals located in, under and upon said property,
together  with  the right to go upon said property  at  any  time
hereafter for the purposes of developing and extracting oil, gas,
minerals and other hydrocarbon substances from said land, and  to
erect  and  construct  upon said land at  locations  approved  in
advance in writing by Grantee or his successor in interest  which
approval  shall  not  be  unreasonably  withheld,  any  and   all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to  the exploration and development of said land for oil, gas and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of passage over, upon and across, and egress and  ingress
to  and  from  said land for any or all of the above purposes  at
locations  approved  in  advance in writing  by  grantee  or  his
successor  in  interest; which approval shall not be unreasonably
withheld;  provided,  however,  that  the  grantor,  his   heirs,
administrators, executors, and assigns, whomsoever shall own  the
mineral  rights at the time, shall make complete payment  to  the
grantee,  his  heirs, administrators, executors and assigns,  for
any  and all damages occasioned by the operations of the grantor,
his  heirs, administrators, executors, assigns and lessees, under
leases made after December 12, 1980, to crops, wells, pumps, pipe
lines,  fences, canals, buildings and other improvements  of  the
grantee,  his  heirs, administrators, executors  and  assigns,  a
reasonable  price, based on its fair market value  for  all  land
used   or  damaged  or  occupied  by  the  grantor,  his   heirs,
administrators, executors, assigns and lessees, under leases made
after  December  12,  1980, for any of  said  purposes.   If  the
parties  or their successors and assigns cannot agree as  to  the
damages or as to the reasonable value of the land so occupied and
used,  the  same shall be determined by arbitration, each  party,
their successors or assigns selecting one arbitrator, and the two
so  selected choosing a third arbitrator, and the decision of any
two  of such arbitrators shall be conclusive and binding upon the
parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd  C. Williams, et al, recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 3:  APN 291-140-05 (portion)

The  right  of  ingress and egress at not more  than  two  points
across the strip of land 55 feet wide, excepted from Parcel No. 2
above,  and across the ditch maintained thereon and the right  to
maintain  a  bridge not over 16 feet wide at not  more  than  two
points on the North crossing said ditch.

Also an easement and right of way for a pipe line over and across
the  strips  of  land excepted from Parcel No. 2 above,  for  the
purpose  of  conveying water from the pumping plant  across  said
strip of land to the above described land.

Also the further easement and right of way through and across the
strips of land excepted from Parcel No. 2 above, at a point where
the  lateral of the Bayou Vista Ditch now feeds and conveys water
to  said Section 20, for conveyance of water purchased or  to  be
purchased  from  Bayou Vista Ditch Company, to said  Section  20,
should  the strip of land above described by used for other  than
ditch purposes.

PARCEL 4:  APN 291-070-10

That  portion  of Section 22, Township 22 South, Range  23  East,
Mount  Diablo  Base  and Meridian, County  of  Tulare,  State  of
California, according to the official plat thereof, lying West of
the  Atchison,  Topeka and Santa Fe Railroad,  more  particularly
described as follows:

Beginning  at  a point 26.70 feet East and 30 feet North  of  the
Southwest corner of said Section 22; thence East 758.50 feet to a
point  on the Westerly right of way line of the Atchison,  Topeka
and Santa Fe Railroad said point being 30 feet North of the South
line  of  said Section 22; thence North 30 degrees  17' 45"  West
1375.63 feet along the Westerly right of way line of the Atchison,
Topeka and Santa Fe Railroad; thence South 66 degrees 09' 45" West
56.46 feet; thence  South  0 degrees  38'  15" West  1165.00  feet
to  the  point  of beginning.

EXCEPTING therefrom that portion described as follows:

Beginning  at  the  Southwest corner of said Section  22;  thence
North  89  degrees  46'  06"  East,  along the South line of said
Section  22, 803.02  feet  to the  Westerly  right of way line of
the  Atchison, Topeka  and  Santa  Fe  Railroad  Company;  thence
North 30 degrees  23'  39" West,  along  said  Westerly  right of
way line, 34.70 feet  to  the  true  point  of  beginning, thence
continuing North  30 degrees  23'  39" West,  along said Westerly
right of way line, 11.56 feet;  thence South 59  degrees  26' 21"
West,  19.89  feet;  thence  North   89  degrees   46'  06" East,
parallel to and 30 feet distant from said  South line of  Section
22, 23.01 to the true point of beginning.

ALSO  EXCEPTING therefrom an undivided three-fourths interest  in
all oil, gas and other minerals beneath the surface of said land,
together  with rights incidental to the development of the  same,
as  reserved  by  the  Union Central Life  Insurance  Company,  a
corporation, in Deed dated February 14, 1940, recorded October 2,
1940 in Book 911, page 477, Official Records.

ALSO  EXCEPTING  all  oil, gas, petroleum and  other  hydrocarbon
substances and minerals located in, under and upon said property,
together  with  the right to go upon said property  at  any  time
hereafter for the purposes of developing and extracting oil, gas,
minerals and other hydrocarbon substances from said land, and  to
erect  and  construct  upon said land at  locations  approved  in
advance in writing by Grantee or his successor in interest  which
approval  shall  not  be  unreasonably  withheld,  any  and   all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to  the exploration and development of said land for oil, gas and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns.  A reasonable price, based on its fair market value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonable value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so-selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd  C. Williams, et al, recorded April 16, 1981, in Book 3856,
page 843, Official Records.
NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 5:  APN 291-080-01, 02 and 291-090-01

That portion of the Northwest quarter of Section 27, Township  22
South,  Range 23 East, Mount Diablo Base and Meridian, County  of
Tulare,  State  of  California, according to  the  official  plat
thereof,  lying  West of a line 150 feet Southwesterly  at  right
angles from the center line of the Atchison, Topeka and Santa  Fe
Railway Company right of way.

EXCEPTING therefrom those portions thereof described as follows:

(A)   Beginning  at  a  point  230 feet  at  right  angles  in  a
Southwesterly direction from a point in the center  line  of  the
Atchison,  Topeka and Santa Fe Railway which point is a  distance
of  1439.3 feet, measured along said line Southeasterly from  the
point  where  said  line intersects the North  boundary  of  said
Section  27;  thence Southeasterly parallel with said centerline,
75 feet; thence at right angles Southwesterly 150 feet; thence at
right  angles  Northwesterly  75 feet;  thence  at  right  angles
Northeasterly 150 feet to the point of beginning.

(B)   Beginning  at  a  point in the Northwest  quarter  of  said
Section  27 which point is determined by commencing at the  point
where the Atchison, Topeka and Santa Fe Railway Company right  of
way   crosses  the  North  line  of  said  Section   27;   thence
Southeasterly along the center of said right of way  939.3  feet;
thence  at  right angles to said right of way in a  Southwesterly
direction,  230 feet to a post at the Northeasterly corner  of  a
Blacksmith Shop; thence in a Southeasterly direction and parallel
with  said right of way, 175 feet to the true point of beginning;
thence in a Southwesterly direction at right angles to said right
of way 150 feet; thence Southeasterly parallel with said right of
way  50  feet; thence Northeasterly and at right angles  to  said
right  of  way, 150 feet; thence Northwesterly and parallel  with
said right of way, 50 feet to the true point of beginning.

EXCEPTING therefrom an undivided one-half interest in and to  all
minerals,  mineral  deposits, oil,  gas,  and  other  hydrocarbon
substance  of every kind and character contained in or upon  said
premises,  together with rights incidental to the development  of
the same, as reserved by California-Western States Life Insurance
Company,  a  corporation, in Deed dated July  1,  1944,  recorded
September 1, 1944, in Book 1099, page 64, Official Records.

ALSO  EXCEPT  from  a  portion  of  said  Northwest  quarter,  an
undivided three-fourths interest in and to all oil, gas, minerals
and mineral rights in and under said land, as reserved by John F.
Butcher  and  Verna  V.  Butcher,  his  wife,  in  Deed  recorded
September 15, 1977 in Book 3454, page 932, Official Records.

ALSO  EXCEPTING  all  oil, gas, petroleum and  other  hydrocarbon
substances and minerals located in, under and upon said property,
together  with  the right to go upon said property  at  any  time
hereafter  for  the purposes of development and  extracting  oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to  the exploration and development of said land for oil, gas and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantor, his heirs, administrators, executors, assigns and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps, pipe lines, fences, canals, buildings and  to  her
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonable value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd  C. Williams, et al, recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 6:  APN 291-120-07 (portion)

The Northeast quarter of Section 31, Township 22 South, Range  23
East, Mount Diablo Base and Meridian, County of Tulare, State  of
California, according to the official plat thereof.

EXCEPTING   therefrom   all  oil,  gas,  petroleum,   and   other
hydrocarbon substances within or underlying said land or that may
be saved or produced therefrom, with rights of ingress and egress
to  recover the same, as excepted by Ethel B. Cooper,  a  married
woman,  in  the Deed to O. L. Foy, et al., dated June  13,  1952,
recorded July 9, 1952 in Book 1608, page 105, Official Records.

ALSO  EXCEPTING  all  oil, gas, petroleum and  other  hydrocarbon
substances and minerals located in, under and upon said property,
together  with  the right to go upon said property  at  any  time
hereafter for the purposes of developing and extracting oil, gas,
minerals and other hydrocarbon substances from said land, and  to
erect  and  construct  upon said land at  locations  approved  in
advance in writing by Grantee or his successor in interest  which
approval  shall  not  be  unreasonably  withheld,  any  and   all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to  the exploration and development of said land for oil, gas and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonable value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd  C. Williams, et al, recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 7:  APN 291-120-06, 05 and 291-110-05, 06 and 311-020-10 &
11

All  of Section 32; all of Section 33 in Township 22 South, Range
23  East,  Mount Diablo Base and Meridian, and all of Section  4,
Township 23 South, Range 23 East, Mount Diablo Base and Meridian,
County  of Tulare, State of California, according to the official
plat thereof.

EXCEPTING therefrom an undivided one-half interest in and to  all
oil, gas, and minerals in and under said land, together with  all
easements  and rights necessary or convenient for the production,
storage  and  transportation thereof,  and  the  exploration  and
testing  of  said real property, as reserved by R. V. Taylor  and
Marie  Hutton Taylor, his wife, in Deed dated December 30,  1946,
recorded  December  9,  1952  in Book  1636,  page  71,  Official
Records.

ALSO  EXCEPTING  all  oil, gas petroleum  and  other  hydrocarbon
substances and minerals located in, under and upon said property,
together  with  the right to go upon said property  at  any  time
hereafter for the purposes of developing and extracting oil, gas,
minerals and other hydrocarbon substances from said land, and  to
erect  and  construct  upon said land at  locations  approved  in
advance in writing by Grantee or his successor in interest  which
approval  shall  not  be  unreasonably  withheld,  any  and   all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to  the exploration and development of said land for oil, gas and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonable value of the land so occupied
and use, the same shall be determined by arbitration, each party,
their successors or assigns selecting one arbitrator, and the two
so  selected choosing a third arbitrator, and the decision of any
two  of such arbitrators shall be conclusive and binding upon the
parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd  C. Williams, et al, recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the grantees, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 260, page 238 of Deeds,  Tulare
County Records."

PARCEL 8:  APN 291-120-07 (portion)

The Southeast quarter of Section 31, Township 22 South, Range  23
East,  Mount Diablo Base and Meridian, in the County  of  Tulare,
State of California, according to the official plat thereof.

EXCEPTING therefrom an undivided one-half interest in and to  all
minerals,  mineral  deposits, oil,  gas,  and  other  hydrocarbon
substance  of every kind and character contained in or upon  said
land,  together with rights incidental to the development of  the
same,  as  reserved by California-Western States  Life  Insurance
Company, a corporation, in Deed dated December 17, 1946, recorded
January 20, 1947 in Book 1228, page 373, Official Records.

ALSO  EXCEPTING  all  oil, gas, petroleum and  other  hydrocarbon
substances and minerals located in, under and upon said property,
together  with  the right to go upon said property  at  any  time
hereafter for the purposes of developing and extracting oil, gas,
minerals and other hydrocarbon substances from said land, and  to
erect  and  construct  upon said land at  locations  approved  in
advance in writing by Grantee or his successor in interest  which
approval  shall  not  be  unreasonably  withheld,  any  and   all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to  the exploration and development of said land for oil, gas and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across and  egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonable value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties thereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd  C. Williams, et al, recorded April 16, 1981, in book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 9:  APN 291-110-03 (PORTION)

That portion of the Southwest quarter of Section 34, Township  22
South,  Range 23 East, Mount Diablo Base and Meridian, County  of
Tulare,  State  of  California, according to  the  official  plat
thereof, described as follows:

Beginning at the Southwest corner of said Section 34, thence East
6 chains; thence Northwesterly along the Swamp and Overflow line,
North  17  degrees  West  20.8  chains  to  the West line of said
Section  34, thence  South  along  said West line to the point of
beginning.

EXCEPT  one-half  interest in all oil, gas, minerals,  and  other
hydrocarbon  substances  located in or under  Parcel  No.  9,  as
reserved by Angiola Ranch in Deed recorded March 8, 1963, in Book
2403, page 422, Official Records.

ALSO  EXCEPTING  all  oil, gas, petroleum and  other  hydrocarbon
substances and minerals located in, under and upon said property,
together  with  the right to go upon said property  at  any  time
hereafter for the purposes of developing and extracting oil, gas,
minerals and other hydrocarbon substances from said land, and  to
erect  and  construct  upon said land at  locations  approved  in
advance in writing by Grantee or his successor in interest  which
approval  shall  not  be  unreasonably  withheld,  any  and   all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to  the exploration and development of said land for oil, gas and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements   of   the   grantee,  his  heirs,   administrators,
executors,  and assigns, a reasonable price, based  on  its  fair
market  value  for all land used or damaged or  occupied  by  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under leases made after December 12, 1980, for  any  of
said  purposes.  If the parties or their successors  and  assigns
cannot  agree as to the damages or as to the reasonable value  of
the  land  so occupied and used, the same shall be determined  by
arbitration,  each  party, their successors or assigns  selecting
one  arbitrator,  and  the  two  so  selected  choosing  a  third
arbitrator, and the decision of any two of such arbitrators shall
be  conclusive and binding upon the parties hereto, their  heirs,
successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd  C. Williams, et al., recorded April 16, 1981 in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 10:  APN 311-030-08 (portion)

The  Northwest  quarter of Section 3 and the  West  half  of  the
Southwest quarter of Section 3, Township 23 South, Range 23 East,
Mount  Diablo  Base  and Meridian, County  of  Tulare,  State  of
California, according to the official plat thereof.

EXCEPTING  from said Parcel 10 an undivided one-half interest  in
and  to  all minerals, oil, gas, and other hydrocarbon substances
as  reserved  in  the  Deed from F.L. Purinton  and  Gertrude  E.
Purinton, his wife, dated January 21, 1948 and recorded  February
17, 1948 in Book 1283, page 244, File No. 4398, Official Records.

ALSO EXCEPTING one-fourth interest in all oil, gas, minerals, and
other hydrocarbons and substances as reserved by Angiola Ranch in
Deed recorded in Book 2403, page 422, Official Records.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
or  failure  to act of such mineral rights owner in violation  of
any  covenant or condition contained in that certain  Deed  dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 11:  APN 311-030-80 (portion)

The Northeast quarter of Section 3 and the East half of Southwest
quarter  of  Section 3, Township 23 South, Range 23  East,  Mount
Diablo  Base and Meridian, County of Tulare, State of California,
according to the official plat thereof.

EXCEPTING   therefrom  one-half  of  all  oil,  gas,  and   other
hydrocarbon  substances and minerals in, under and  that  may  be
produced from said land as reserved by Charles F. Harper Company,
a  corporation, in Deed dated January 22, 1947, recorded March 3,
1947, in Book 1237, page 15, Official Records.

ALSO  EXCEPT from said Parcel 11 one-fourth of all oil, gas,  and
other  hydrocarbon substances, as reserved in the Deed from  F.L.
Purinton  and  Gertrude  E. Purington, husband  and  wife,  dated
January  21,  1948 and recorded February 17, 1948 in  Book  1283,
page 244, File No. 4398, Official Records.

ALSO EXCEPTING one-eighth interest in all oil, gas, minerals, and
other  hydrocarbon  substances in or  under  Parcel  No.  11,  as
reserved by Angiola Ranch in Deed recorded March 8, 1963 in  Book
2403, page 422, Official Records.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by grantor,
his  heirs,  administrators, executors, and  assigns,  whomsoever
shall  own  the  mineral rights at the time, shall make  complete
payment to the grantee, his heirs, administrators, executors  and
assigns, for any and all damages occasioned by the operations  of
the  grantor, his heirs, administrators, executors,  assigns  and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "in addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 12:  APN 311-030-07

The  Southeast quarter of Section 3, Township 23 South, Range  23
East,  Mount Diablo Base and Meridian, in the County  of  Tulare,
State of California, according to the official plat thereof.

EXCEPTING therefrom the East 66 feet thereof.

ALSO  EXCEPTING therefrom an undivided one-half interest  in  all
oil, gas, and minerals in and under said lands as reserved in the
Deed  from  California  Lands,  Inc.,  to  R.Y.  Williams,  dated
December 26, 1934, filed for record January 3, 1935, in Book 602,
page 370, Official Records of Tulare County, California.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

as reserved by South Lake Farms, a corporation, in a Deed to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:  Said Deed recites:  "In addition, the grantor, its heirs,
successors, leasees and assigns, whomsoever shall own the mineral
rights at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense or
damage caused by any complete or partial defeasance suffered by
the grantee, its heirs, successors or assigns resulting from any
act or failure to act of such mineral rights owner in violation of
any covenant or condition contained in that certain Deed dated
July 30, 1919, recorded in Book 280, page 238 of Deeds, Tulare
County Records."

PARCEL 13:  APN 311-020-05, 06, 18, and portion 17

The  West  half of Section 5, Township 23 South, Range  23  East,
Mount Diablo Base and Meridian, in the County of Tulare, State of
California, according to the official plat thereof.

EXCEPTING the Northeast quarter of the Northwest quarter  of  the
Northwest quarter of the Northwest quarter thereof.

ALSO EXCEPTING the Northwest quarter of the Northwest quarter  of
the Northwest quarter of the Northwest quarter thereof.

ALSO EXCEPTING therefrom an undivided one-half interest in and to
all  minerals, mineral deposits, oil, gas, and other  hydrocarbon
substances of every kind and character contained in or upon  said
land,  together with the rights incidental to the development  of
the same, as reserved by California-Western States Life Insurance
Company, a corporation, in Deed dated December 17, 1946, recorded
January 20, 1947 in Book 1228, page 373, Official Records.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."


PARCEL 14:  APN 311-020-19, 20, 21, 22 and portion 17

The  East half of Section 5; all of Section 8, Township 23 South,
Range  23 East, Mount Diablo Base and Meridian, County of Tulare,
State of California, according to the official plat thereof.

EXCEPTING  from Section 5 the Northeast quarter of the  Northeast
quarter of the Northeast quarter of the Northeast quarter and the
Southwest  quarter  of  the Northeast quarter  of  the  Northeast
quarter of the Northeast quarter.

EXCEPTING from said Section 8, the interest in a strip of land on
the  Southerly end thereof, being a strip 123 links wide  at  the
West  end  and 98 links wide at the East end of said  Section  8,
which  was conveyed to Kings County Canal Company, a corporation,
for  use  as an irrigation ditch with 25 links in width adjoining
said  ditch, by Deed dated April 20, 1906, recorded April 8, 1924
in Book 61, page 285, Official Records.

ALSO  EXCEPTING  therefrom the minerals within or underlying  the
Northeast  quarter of said Section 5, and the South half  of  the
Southwest quarter of said Section 8, as excepted in the Deed from
Annie  L. Johnson and C. Walter Johnson, dated December 1,  1943,
recorded  January  17,  1944 in Book  1058,  page  144,  Official
Records.

ALSO  EXCEPT  from the above portion of Section 5 and  Section  8
except the South half of the Southwest quarter, an overriding one
percent  net  royalty of all the oil, gas, and other  hydrocarbon
substances produced and saved as conveyed to Richard N. Oster and
wife  in a Deed recorded October 16, 1943 in Book 1046, page 342,
Official Records.

ALSO  EXCEPTING  all  oil, gas, petroleum and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two  of such arbitrator shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 15:  APN 311-020-08

The  Southwest quarter of the Northeast quarter of the  Northeast
quarter of the Northeast quarter of Section 5, Township 23 South,
Range  23 East, Mount Diablo Base and Meridian, in the County  of
Tulare,  State  of  California, according to  the  official  plat
thereof.

EXCEPT the minerals within or underlying said land as excepted in
a  Deed from Annie L. Johnson, et con. recorded January 17, 1944,
in Book 1058, page 144, Official Records.

PARCEL 16:  APN 311-020-09

The  Northeast quarter of the Northeast quarter of the  Northeast
quarter of the Northeast quarter of Section 5, Township 23 South,
Range  23 East, Mount Diablo Base and Meridian, in the County  of
Tulare,  State  of  California, according to  the  official  plat
thereof.

EXCEPT the minerals within or underlying said land as excepted in
a  Deed from Annie L. Johnson, et con., recorded January 17, 1944
in Book 1058, page 144, Official Records.

PARCEL 17:  APN 311-020-02

Swamp  and  Overflow Lots 1, 2, 3, 4, 7, 8, and 11 of Section  6;
the  South  half  of  the Northeast quarter  of  Section  6;  the
Southeast quarter of the Northwest quarter of Section 6; the East
half  of  the  Southwest quarter of Section 6, and the  Southeast
quarter  of Section 6, all in Township 23 South, Range  23  East,
Mount Diablo Base and Meridian, in the County of Tulare, State of
California, according to the official plat thereof.

EXCEPTING therefrom an undivided one-half interest in and to  all
minerals,  mineral  deposits, oil,  gas,  and  other  hydrocarbon
substances of every kind and character contained in or upon  said
land,  together with rights incidental to the development of  the
same,  as  reserved by California-Western States  Life  Insurance
Company, a corporation, in Deed dated December 17, 1946, recorded
January 20, 1947, in Book 1228, page 373, Official Records.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances form  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 18:  APN 311-020-15 and 16

Swamp and Overflow Lots 1, 2, 3, 4, 5, 6, 7, and 8 of Section  7;
the  East  half of the Northwest quarter of Section 7;  the  East
half of the Southwest quarter of Section 7; and the East half  of
Section  7,  Township 23 South, Range 23 East, Mount Diablo  Base
and  Meridian,  in  the  County of Tulare, State  of  California,
according to the official plat thereof.

EXCEPTING therefrom an undivided one-half interest in and to  all
minerals,  mineral  deposits, oil,  gas,  and  other  hydrocarbon
substances of every kind and character contained in or upon  said
land,  together with rights incidental to the development of  the
same,  as  reserved by California-Western States  Life  Insurance
Company, a corporation, in Deed dated December 17, 1946, recorded
January 20, 1947, in Book 1228, page 373, Official Records.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnity and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 19:  APN 311-020-12

Section  9,  Township 23 South, Range 23 East, Mount Diablo  Base
and  Meridian,  in  the  County of Tulare, State  of  California,
according to the official plat thereof.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  al  land  used  or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
damages or as to the reasonably value of the land so occupied and
used,  the  same shall be determined by arbitration, each  party,
their successors or assigns selecting one arbitrator, and the two
so  selected choosing a third arbitrator, and the decision of any
two  of such arbitrators shall be conclusive and binding upon the
parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 20:  APN 311-030-03, 05, 16, and 311-060-02

The North half of the Northeast quarter of Section 10, Lots 5, 6,
7,  and  8 of Section 10 and Lot 3 of Section 15, all in Township
23  South, Range 23 East, Mount Diablo Base and Meridian, in  the
County  of Tulare, State of California, according to the official
plat thereof.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe lines, fences, canals, buildings  and  other
improvements of the grantee, his heirs, administrators, executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If  the parties or their successors and assigns not agree  as  to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 21:  APN 311-030-02 and 17

The  South half of the Northeast quarter, the Southeast  quarter,
and Lots 2, 3, and 4, all in Section 10, Township 23 South, Range
23 East, Mount Diablo Base and Meridian, in the County of Tulare,
State of California, according to the official plat thereof.

EXCEPTING therefrom that portion of said land conveyed to Curtney
McCracken, a single man, in Deed recorded march 3, 1952, File No.
6344, Official Records, described as follows:

That  portion lying Easterly of the Easterly line of the existing
100  foot right of way for the canal which runs Northeasterly and
Southwesterly through the East half of said Section 10.

ALSO EXCEPTING therefrom an undivided one-half interest in and to
all oil, gas, and minerals in and under said land, as reserved by
Ada R. Boyd, a widow, in Deed recorded October 22, 1975, File No.
42420, Official Records.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe liens, fences, canals, buildings  and  other
improvements of the grantee, his heir, administrators,  executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

PARCEL 22:  APN 311-030-04

Lot  1  in  Section 10, Township 23 South, Range 23  East,  Mount
Diablo  Base  and  Meridian, in the County of  Tulare,  State  of
California, according to the official plat thereof.

EXCEPTING  therefrom an undivided one-half of all oil,  gas,  and
minerals  in and under said land, as reserved by P.T.  Burns  and
Sarah  Burns,  in  Deed recorded May 18, 1946,  File  No.  18354,
Official Records.

ALSO EXCEPTING therefrom an undivided one-half interest in and to
all oil, gas, and minerals in and under said land, as reserved by
Ada R. Boyd, a widow, in Deed recorded October 22, 1975, File No.
42420, Official Records.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe liens, fences, canals, buildings  and  other
improvements of the grantee, his heir, administrators,  executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."

NOTE:   Said property is situated within the Tulare Lake Resource
Conservation District.

PARCEL 23:  APN 311-010-02

Swamp  and Overflow Lots 1, 4, 5, and 8 of Section 18;  the  East
half of the Northwest quarter of Section 18 and the East half  of
the Southwest quarter of Section 18, and the East half of Section
18,  Township  23  South, Range 23 East, Mount  Diablo  Base  and
Meridian, County of Tulare, State of California, according to the
official plat thereof.

EXCEPTING therefrom an undivided one-half interest in and to  all
minerals,  mineral  deposits,  oil,  gas  and  other  hydrocarbon
substances of every kind and character contained in or upon  said
land,  together with rights incidental to the development of  the
same,  as  reserved by California-Western States  Life  Insurance
Company, a corporation, in Deed dated December 17, 1946, recorded
January 20, 1947 in Book 1228, page 373, Official Records.

ALSO  EXCEPTING  all oil, gas, petroleum, and  other  hydrocarbon
substances  and  minerals  located  in,  under,  and  upon   said
property, together with the right to go upon said property at any
time hereafter for the purposes of developing and extracting oil,
gas,  minerals and other hydrocarbon substances from  said  land,
and  to  erect and construct upon said land at locations approved
in  advance  in writing by Grantee or his successor  in  interest
which  approval shall not be unreasonably withheld, any  and  all
equipment,  derricks,  telephone  and  telegraph  lines,  storage
tanks,  pipelines, and any and all things necessary or incidental
to the exploration and development of said land for oil, gas, and
other  hydrocarbon  substances and minerals,  together  with  the
rights  of  way of passage over, upon and across, and egress  and
ingress  to  and  from  said land for any or  all  of  the  above
purposes  at locations approved in advance in writing by  grantee
or  his  successor  in  interest; which  approval  shall  not  be
unreasonably  withheld; provided, however, that the grantor,  his
heirs,  administrators, executors, and assigns, whomsoever  shall
own  the  mineral rights at the time, shall make complete payment
to the grantee, his heirs, administrators, executors and assigns,
for  any  and  all  damages occasioned by the operations  of  the
grantor,  his  heirs,  administrators,  executors,  assigns   and
lessees,  under  leases made after December 12, 1980,  to  crops,
wells,  pumps,  pipe liens, fences, canals, buildings  and  other
improvements of the grantee, his heir, administrators,  executors
and  assigns, a reasonable price, based on its fair market  value
for  all  land  used or damaged or occupied by the  grantor,  his
heirs,  administrators,  executors, assigns  and  lessees,  under
leases  made  after December 12, 1980, for any of said  purposes.
If the parties or their successors and assigns cannot agree as to
the damages or as to the reasonably value of the land so occupied
and  used,  the  same  shall be determined by  arbitration,  each
party, their successors or assigns selecting one arbitrator,  and
the two so selected choosing a third arbitrator, and the decision
of  any  two of such arbitrators shall be conclusive and  binding
upon the parties hereto, their heirs, successors and assigns.

As  reserved  by South Lake Farms, a corporation, in  a  Deed  to
Floyd C. Williams, et al., recorded April 16, 1981, in Book 3856,
page 843, Official Records.

NOTE:   Said Deed recites:  "In addition, the grantor, its heirs,
successors, lessees and assigns, whomsoever shall own the mineral
rights  at the time, shall indemnify and hold grantee, its heirs,
successors and assigns harmless from any loss, costs, expense  or
damage  caused by any complete or partial defeasance suffered  by
the  grantee, its heirs, successors or assigns resulting from any
act  or  failure to act of such mineral rights owner in violation
of any covenant or condition contained in that certain Deed dated
July  30,  1919, recorded in Book 280, page 238 of Deeds,  Tulare
County Records."




                           EXHIBIT "B"
                                
       to   PURCHASE  AGREEMENT  dated  _______________   between
Southlake Acquisition Corporation and Jim Joseph Revocable Trust,
"Owner"; and Dana C. Hair "Buyer."

There is no Exhibit "B."

                           EXHIBIT "C"
                                
       to   PURCHASE  AGREEMENT  dated  _______________   between
Southlake Acquisition Corporation and Jim Joseph Revocable Trust,
"Owner"; and Dana C. Hair "Buyer."

There are no items in Exhibit "C."

                           EXHIBIT "D"
                                
       to   PURCHASE  AGREEMENT  dated  _______________   between
Southlake Acquisition Corporation and Jim Joseph Revocable Trust,
"Owner"; and Dana C. Hair "Buyer."

-     A  copy  of  a  Field Tenant Lease dated January  5,  1997,
between   Southlake  Acquisition  Corporation  ("Landlord")   and
Phoenix Farming Company ("Tenant").

-     A  copy  of  a  Field Tenant Lease dated January  5,  1997,
between  Southlake Acquisition Corporation ("Landlord") and  Four
B's Farms ("Tenant").

-     A copy of an Agricultural Lease dated September 8, 1992 and
its   amendment   dated  November  29,  1995  between   Southlake
Acquisition  Corporation  ("Owner")  and  J.G.  Boswell   Company
("Tenant").

-     A  copy  of  a letter dated February 14, 1997,  from  Brent
Bowen, Vice President, Southlake Acquisition Corporation to  J.W.
Boswell, President, J.G. Boswell Company.

-     A  copy  of a Field Tenant Lease dated February  20,  1997,
between   Southlake  Acquisition  Corporation  ("Landlord")   and
W. William Blanken dba HWB Farms ("Tenant").

                        FIELD TENANT LEASE

DATE: January 5, 1997

PARTIES: SOUTHLAKE ACQUISITION CORPORATION, a Nevada corporation,
(hereinafter referred to as "Landlord"); and PHOENIX FARMING COMPANY, a
general partnership (hereinafter referred to as "Tenant"). 

RECITALS:

A.     The Landlord is the owner of approximately 3,533 acres,
more or less (hereinafter referred to as the "Real Property"),
located in the County of Tulare, State of California, and more
particularly described in Exhibit "A". 
B.     Landlord desires to lease to Tenant and Tenant desires to
lease from Landlord the Real Property, together with
appurtenances, subject to the terms and conditions contained
herein. 

AGREEMENTS:

In consideration of the mutual covenants contained herein,
the parties agree as follows:

1.     Lease: The Landlord leases to Tenant and the Tenant leases
from Landlord, on the terms and conditions set forth in this
Lease, the Real Property, together with all appurtenances. 

2.     Term: The term of this Lease starts on the date hereof and
terminates upon the completion of the harvest of the crop planted
on the Real Property during the 1997 cropping season or December
31, 1997, whichever event occurs first. 

3.     Rent - Cotton: Tenant shall pay to the landlord an amount
       per acre of cotton grown on the premises determined as
       follows:

     $55.00 per acre plus "Additional Rent" per acre
     computed as follows:

          Gross Income minus "Cost of Production",
          minus "Marketing Costs", plus gin credits
          (minus gin debits), minus $100, divided by
          three. 

     Rent shall be paid as follows:

          $55,602.25 on or before February 1, 1997
          $55,602.25 on or before December 1, 1997
          "Additional Rent" due (if any) on or before
          February 1, 1998

"Cost of Production" is hereby stipulated at $825 per acre for
upland cotton and $835 per acre of pima cotton. 

"Cost of Production" includes (among other costs) $55 per acre
for rent and $170 per acre for the cost and application of
herbicides, the cost and application of insecticides, and the
cost of hand weeding. If the actual costs for insecticides,
herbicides and hand weeding exceed or are less than $170 per
acre, the "Cost of Production" will be adjusted accordingly. 

"Marketing Costs" will include costs such as freight, insurance,
and f.o.b. charges which Tenant incurs for his account in the
marketing of the crop from the premises.

Computations for additional rent due will be made separately for
upland and Pima cotton grown on the premises. 

The yield for each type of cotton will be the average yield per
acre from each type of cotton grown on the premises. 

The costs for insecticides, herbicides and hand weeding will be
the average per acre of such costs for all cotton grown on the
premises and shall not be segregated between pima and upland
cotton. 

Tenant shall supply to Landlord figures for cotton yields, "Gross
Income", "Cost of Production", "Marketing Costs", and gin credits
or debits. Tenant shall also supply Landlord, upon its reasonable
request, with documents and records to substantiate those
figures. 

Rent-Wheat: Tenant shall pay to Landlord an amount per acre of
wheat grown on the premises determined as follows: 

     "Wheat Revenue" shall be the gross amount received by
     the tenant for wheat grown on the premises. 

     "Wheat Cost of Production" is hereby stipulated to be
     $265 per acre. 

     "Wheat Profit" per acre is equal to the "Wheat Revenue"
     per acre minus the "Wheat Cost of Production" per acre.
     
     Tenant shall pay to Landlord and amount equal to
     one-half the "Wheat Profit" per acre for "Wheat Profit"
     per acre up to $50 per acre. "Wheat Profit" per acre
     exceeding $50.00 per acre is for the account of the
     Tenant. 

     No rental shall be due unless the "Wheat Revenue" per
     acre exceeds the "Wheat Cost of Production" per acre. 

     Wheat rental due, if any, shall be paid by the Tenant to the
Landlord on or before September l, 1997.

Tenant shall supply Landlord with figures for wheat yields per
acre and "Wheat Revenue" per acre. Tenant shall also supply
Landlord, upon its reasonable request, with documents and records
to substantiate those figures. 

Tenant shall supply to Landlord acreage planted to pima cotton,
upland cotton and wheat.

4.     Government Programs. Upon written request of Tenant,
Landlord agrees to join in and cooperate with all governmental
agricultural plans and programs, both state and federal, which
may during the term hereof be applicable to the Real Property or
the farming operations upon the Real Property contemplated
hereby, and Landlord agrees to execute any and all writings which
may be required by governmental authorities in that regard.
Tenant shall be entitled to all crop allotments and/or histories
arising out of the farming operations on the Real Property during
the term hereof to the extent allowed by any such governmental
plan or program. Provided, however, under no circumstances shall
any crop allotment, crop history, or other program benefit be
severed from the Real Property. 

5.     Relationship of the Parties: The relationship of the
parties hereto is that Landlord and Tenant, and Landlord shall
not be deemed a partner or a joint venturer with Tenant by
reasons of the provisions of this Lease. 

6.     Use: The Real Property is leased to Tenant for the
planting, growing, and harvesting of wheat, barley, cotton and
any other crops customarily grown in the area. Tenant shall not
use, or permit to be used, any part of the Real Property for any
purpose other than other than those specified herein. All
operations incident to this use of the Real Property shall be
carried on according to the best courses of husbandry practised
in the vicinity, and Tenant shall use all reasonable means to
control the growth of noxious weeds and grasses at its sole
expense. Tenant shall also perform post-harvest discing and
ground preparation as is required by law and/or is consistent
with the highest standards of farming practices in the area. 

7.     Entry by Owner: Tenant shall permit Landlord, and
Landlord's agents and assigns, at all reasonable times, to enter
the Real Property, and to use the roads established on the Real
Property now or in the future, for the purposes of inspection,
compliance with the terms of this Lease, posting notices, and all
other lawful purposes. Tenant shall supply Landlord and its
agents and assigns with keys and other instruments necessary to
effect entry on the Real Property. 

       Tenant shall make and keep pertinent records of all
operations and conduct under this Lease and shall make them
available to Landlord and Landlord's agents and assigns at all
reasonable times for inspection. 

8.     Expenses: Tenant shall pay all costs and expenses in
connection with the planting, cultivating, irrigating, dusting,
spraying, harvesting, hauling, and all other costs incurred in
connection with the crops to be grown on the Real Property during
the term of this Lease. 

9.     Utilities: Tenant shall pay for all water, gas, heat,
light, power, telephone service, and for all other services to
the Real Property except as otherwise provided in this Lease.

10.    Irrigation and Water Districts: During the term of this
Lease Tenant shall be entitled to receive whatever water is
available to Tenant from the facilities of the Angiola Water
District.  Tenant shall pay, during the term of this Lease, to
the Angiola Water District Fifty Dollars ($50.00) per acre foot
for all water delivered to the Real Property by the Angiola Water
District and applied to land planted to cotton and shall pay
Twenty Five Dollars ($25.00) for all water delivered to the Real
Property by the Angiola Water District and applied to land
planted to wheat or other crops.  Tenant shall pay for such water
within 10 days of the date of the invoice from the Angiola Water
District.  Failure on the part of Tenant to pay for water within
that ten-day period may result in the discontinuance of water
deliveries. Tenant agrees that such discontinuance of water
delivery shall constitute no cause of action by Tenant against
Landlord or the Angiola Water District. Tenant agrees to pay the
penalties and interest assessed by the Angiola Water District on
late payments to the District. 

11.    Waste: Tenant shall not commit, or permit others to
commit, waste on the Real Property, or maintain a nuisance upon
the Real Property. Tenant accepts the Real Property in its
present condition and agrees on the last day of the term or upon
sooner termination of the Lease, to surrender the Real Property
in the same condition as when received. 

12.    Repairs: Tenant has inspected the premises and all
improvements thereon and acknowledges that the premises and
improvements are now in good and tenantable condition and thereby
waives any obligations on the Landlord's part to repair such
improvements and any and all rights to make improvements at
Landlord's expense under the provisions of Section 1942 of the
California Civil Code. All improvements now and hereafter placed
on the premises will be maintained by Tenant during the term
hereof at its own expense. At the expiration or sooner
termination of the term, Tenant will surrender the premises and
improvements in as good order and condition as when received by
Tenant, reasonable use and wear excepted. 

13.    Alterations: Tenant shall not make or permit to be made
any alterations on the Reap Property without first obtaining
Landlord's written consent. All alterations and additions shall
be made at the sole expense of the Tenant. Additions to or
alterations of the Reap Property shall become at once a part of
the Real Property and belong to the Landlord. Tenant shall keep
the Real Property free from any liens arising out of work
performed, material furnished, or any other obligations incurred
by Tenant. 

14.    Liability and Insurance: Tenant agrees to keep Landlord
free from all liability and claims for damages arising from any
injury from any cause to any person, including Tenant, or to
property of any kind belonging to anyone, including Tenant,
arising from Tenant's operations while in, upon, or in any way
connected with the Real Property, including the flooding of
public roads or neighboring lands because of improper drainage or
escaping irrigation waters, during the term of any occupancy
under this Lease.  Tenant waives any and all claims against
Landlord for damage to person or property arising from any
reason.  Tenant further agrees to take out and to keep in full
force and effect during the term of this Lease, at Tenant's
expense, a policy of public liability insurance for protection
against liability to the public arising as an incident to the use
of, or resulting from any action occurring in or about the Real
Property.  Landlord shall be an additional named insured on the
policy, and the policy shall contain cross-liability
endorsements.  The policy shall provide for combined single limit
coverage in an amount not less than One Million Dollars
($1,000,000.00). Upon demand by the Landlord, Tenant shall
deliver to Landlord a certificate of such insurance coverage.
Tenant further agrees to take out and keep in force during the
term of this Lease at its own expense, proper and adequate
workman's compensation insurance. 

15.    Remedies of Landlord on Default: Landlord shall have the
following remedies if Tenant commits a default. These remedies
are not exclusive; they are cumulative in addition to any
remedies now or later allowed by law. 

       A.     Landlord can continue this Lease in full force and
effect, and the Lease will continue in effect as long as Landlord
does not terminate Tenant's right to possession, and Landlord
shall have the right to collect rent when due. During the period
Tenant is in default, Landlord can enter the premises and relet
them or any part of them, to third parties for the Tenant's
account. Tenant shall be liable immediately to Landlord for all
costs Landlord incurs in reletting the Real Property, including,
without limitation, broker's commissions, expenses of remodeling
the Real Property required by the reletting, and like costs.
Reletting can be for a period shorter or longer than the
remaining term of this Lease. Tenant shall pay to Landlord the
rent due under this Lease on the dates the rent is due, less the
rent the Landlord receives from any reletting. No act by Landlord
allowed by this paragraph shall terminate this Lease unless
Landlord notifies Tenant that the Landlord elects to terminate
this Lease. After Tenant's default and for as long as Landlord
does not terminate Tenant's right of possession of the Real
Property, if Tenant obtains Landlord's consent Tenant shall have
the right to assign or sublet its interest in this Lease, but
Tenant shall not be released from liability. Landlord's consent
toa propose assignment or subletting shall not be unreasonably
withheld. 

       B.     Landlord can terminate Tenant's right to possession
of the Real Property at any time. No act by the Landlord other
than giving notice to Tenant shall terminate this Lease. Acts of
maintenance, efforts to relet the Real Property, or the
appointment of a receiver on the Landlord's initiative to protect
Landlord's interest under this Lease shall not constitute a
termination of Tenant's right to possession. On Termination,
Landlord has the right to recover from Tenant: 

       (i)    The worth, at the time of the award, of the unpaid
rent that had been earned at the time of termination of this
Lease; 

       (ii)   The worth, at the time of the award, of the amount
by which the unpaid rent that would have been earned after the
date of termination of this Lease until the time of the award
exceeds the amount of the loss of rent that Tenant proves could
have been reasonably avoided; 

       (iii)The worth, at the time of the award, of the amount
by which the unpaid rent for the balance of the term after the
time of award exceeds the amount of the loss of rent that Tenant
proves could have been reasonably avoided; and 

       (iv)   any other amount, and court costs, necessary to
compensate Landlord for all detriment proximately caused by
Tenant's default. 

       "The worth at the time of the award", as used in (i)
and (ii) of this paragraph, is to be computed by allowing
interest at the maximum rate an individual is allowed by law
charge. "The worth, at the time of the award", as referred to in
(iii) of this paragraph, is to be computed by discounting the
amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of the award, plus one percent (1%).

       Landlord shall have the right to re-enter the premises
to take whatever acts, in the landlord's sole and absolute
discretion, are necessary to protect the crops and/or Real
Property and may take possession and/or ownership of all crops
and may apply any proceeds to amounts due from Tenant. 

       No re-entry or taking possession of the Real Property
by Landlord shall be construed as an election by him to terminate
this Lease unless a written notice of such an intention is given
to the Tenant or the Lease is declared to be terminated by a
court of competent jurisdiction. 

       All these rights shall be concurrent and cumulative and
are in addition to, and not in derogation of, all other rights
and remedies available to Landlord. 

       Nothing contained in this Lease, and no security or
guaranty of the Tenant that landlord holds now or in the future
under this Lease, shall in any way constitute a bar or defense to
an action by Landlord in unlawful detainer or for recovery of the
Real Property. 

       16.    Landlord's Right to Cure Tenant's Defaults. If Tenant
should fail to pay any charges, tax, or other amounts herein
required to be paid by it when due, or in the event that Tenant
fails to pay any sums required to be paid hereunder to protect
Landlord's interest herein, the same may be paid by the Landlord
and all sums so expended by Landlord shall immediately become due
and payable from Tenant to Landlord and shall bear interest at
the rate specified in Paragraph 3. Landlord shall also have the
right, should Landlord deem it necessary for the protection of
Landlord's interest in any crop or produce being grown upon the
premises, to take immediate possession of the premises and to
mature, harvest and/or market the crops and produce growing
thereon for the benefit of both Landlord and Tenant, and any and
all costs or expenses incurred by the Landlord in so doing shall
be deemed to be amounts paid to cure a default of Tenant and
shall become immediately due and payable from Tenant to Landlord
pursuant to the terms of this Paragraph. 

       17.    Security Agreement. Tenant hereby grants Landlord a
security interest in all crops growing or to be grown on the Real
Property during the term of this Lease including proceeds of said
crops to secure Tenants to secure Tenant's obligations under this
Lease, said obligations include but are not limited to the
payment of rent. Tenant agrees to execute any and all documents
reasonably necessary to memorialize and perfect said security
interest including, but not limited to two copies of UCC-1
Financing Statement in the form of Exhibit "B". Should
enforcement of the above described security interest be
necessary, Landlord shall have any and all remedies available
under California law. 

       18.    Assignment and Subletting. Tenant shall not assign this
Lease, or any rights under it, and shall not sublet the entire or
any part of the Real Property, or any right or privilege
appurtenant to the Real Property, or permit any other person (the
agents and employees of Tenant excepted) to occupy or use the
entire or any portion of the Real Property, without first
obtaining Landlord's written consent. A consent to one
assignment, subletting, occupation, or use by another person is
not a consent to future assignment, subletting, occupation, or
use by the same or another person. An assignment or subletting
without Landlord's consent shall be void, and shall, at
Landlord's option, terminate this Lease. No interest of Tenant in
this Lease shall be assignable by operation of law without
Landlord's written consent.

       19.    Rights of Others. This Lease is subject to all existing
easements, servitudes, licenses, and rights-of-way for canals,
ditches, levees,, roads, highways, telephone, telegraph,
electric, power lines, railroads, pipelines, and other purposes
whether recorded or not. 

       20.    Subordination. This Lease shall be subordinate to any
mortgages, or deeds of trust that may subsequently be placed on
the premises, to all advances made under them, to the interest on
all obligations secured by them, and to all renewals,
replacements, and extensions of them. PROVIDED, HOWEVER, the
mortgagee or beneficiary in those mortgages or deeds of trust
shall recognize the Lease of Tenant in the event of foreclosure
if Tenant is not in default under the terms of the Lease. 

       Subordination of the Tenant's interest is effective without
any further act of Tenant. Tenant shall from time to tome upon
Landlord's request execute and deliver any documents or
instruments that may be required by a lender or other third party
to effectuate any subordination. If Tenant fails to execute and
deliver any such documents or instruments, Tenant irrevocably
appoints Landlord as Tenant's special attorney in fact to deliver
any such document or instrument. 

       21.    Disclaimer. Landlord makes no warranty of the soil
suitability for growing crops Tenant is authorized to grow under
this Lease. 

       22.    Oil, Gas, and Mineral Rights. All rights in minerals,
oil, gases, and other hydrocarbons located on or under the Real
Property, and all hunting rights are particularly reserved to the
landlord and are particularly excepted from the property covered
by the terms of this Lease. Landlord agrees to reimburse Tenant
for any reasonable damages that Tenant sustains as a result of
and interference with the agricultural operations conducted on
the Real Property under the terms of this Lease arising from the
exploration, drilling, or mining operations or from hunting. 

       23.    Condemnation. If a part of the Real Property is condemned
for a public or quasi-public use, and the remaining part is
capable of supporting an economical farming operation by Tenant,
this Lease shall terminate, as to the part taken, on the date
title vests in the condemnor. 

       The cash rent payable under this Lease shall be adjusted so
that Tenant shall be required to pay for the remainder of the
term only the portion of the rent that the value of the part
remaining after the condemnation bears to the value of the entire
Real Property at the date of valuation for condemnation purposes.

If the entire or a part of the Real Property is taken or
condemned, all compensation awarded on condemnation shall go to
the Landlord, with Tenant having no claim to compensation except
that Tenant shall be entitled to compensation for Tenant's share
of growing crops only. 

All expenses necessary to restore fences and ditches and to
replace access roads lost by condemnation shall be borne by
Landlord. 

If, after condemnation, the Real Property is not capable of
supporting a economical farming operation by Tenant, this Lease
shall terminate on the date title vests in the condemnor. 

       24.    Compliance with Law. Tenant shall comply with all
requirements of all governmental authorities, enforced either now
or in the future, affecting Tenant's use of the Real Property. 

       25.    Insolvency: Receiver. Any of the following shall
constitute a breach of this Lease by Tenant: (a) the appointment
of a receiver to take possession of all or substantially all of
Tenant's assets; or (b) a general assignment by Tenant for the
benefit of creditors; or ( c) an action taken or suffered by
Tenant under any insolvency or bankruptcy act. 

       26.    Attorney's Fees. In any action or proceeding by either
party to enforce this Lease or any portion hereof, the prevailing
party shall be entitled to all costs incurred and to reasonable
attorneys' fees. 

       27.    Surrender of Lease - Effect on Subleases. The voluntary
or other surrender by Tenant, or a mutual cancellation of this
Lease shall not work a merger, and shall, at Landlord's option,
terminate all existing subleases or sub-tenancies, or may, at
Landlord's option, operate as an assignment to him of any or all
subleases or subtenancies. 

       28.    Crop Mortgages. All crop mortgages, encumbrances, or
liens given or suffered by Tenant on the crops grown on the Real
Property shall be for terms or periods not extending beyond the
term of this Lease and shall not encumber Landlord's share of the
crops. Landlord agrees to execute any crop waiver as to Tenant's
share of the crops which may be submitted by Tenant. All Liens
created by Tenant must be satisfied of record before the end of
the Lease term. If a mortgage or lien creates a cloud on the
Landlord's title, Tenant must pay all reasonable costs and
expenses, including attorneys' fees, for removal of the cloud. 

       29.    Notice. Any notice to be given to either party by the
other shall be in writing and shall be served either personally
or by certified or registered mail addressed as follows: 

If to Landlord:               Southlake Acquisition Corporation
                              P.O. Box 1410
                              Davis, CA 95617
                              Attn: Brent Bowen

If to Tenant:                 Phoenix Farming Co.
                              1601 Skyway Drive, Ste. 225
                              Bakersfield, CA 93308

       30.    Waiver. The waiver by the Landlord of a breach of any
term, covenant, or condition contained in this Lease shall not be
treated as a waiver of any other term, covenant, or condition, or
breach thereof. The acceptance of rent by the Landlord shall not
be treated as a waiver of a previous breach by Tenant of any
term, covenant, or condition of this Lease, other than the
failure of Tenant to pay the particular rental so accepted,
regardless of the Landlord's knowledge of a previous breach at
the time of acceptance of rent. 

       31.    Legal Effect. All covenants of Tenant contained in this
Lease are expressly made conditions. The provisions of this Lease
shall, subject to the provisions on assignment, apply to and bind
the heirs, successors, executors, administrators, and assigns of
all parties to this Lease; and all parties to this Lease shall be
jointly and severally liable under it. 

The titles or headings to the paragraphs of this Lease are not a
part of this Lease and shall have no effect on the construction
or interpretation of any part of this Lease. 

       32.    Further Assurances. Each party agrees that it will
execute and acknowledge such documents reasonably requested by
the other to carry out the terms, purposes, and intent of this
Lease, including, without limitation: (1) a memorandum in
recordable form to give constructive notice of this Lease or any
of its terms; (2) contracts and commitments to sell crops grown
upon the Real Property; and (3) waivers of any interest to the
interest of the other party in such crops. 

       33.    Time. Time is of the essence of this agreement.

The parties have executed this Lease effective as of the date and
year first above written. 

Landlord:                     SOUTHLAKE ACQUISITION CORPORATION
                              a Nevada Corporation
                              By:  /s/ Brent Bower
                              Its Vice President

Tenant:                       Phoenix Farming Co. by
                              By:  Phoenix Farms, Inc.
                                   /s/ President


1/8/97                   EXHIBIT "A"
                 PHOENIX FARMING COMPANY - 1997

618.7 acres         Part of Section 9                  T23S R23E

645.5 acres         Part of Section 18                 T23S R23E

338.4 acres         Part of W1/2 Section 20            T22S R23E

188.8 acres         Part of E1/2 Section 20            T22S R23E

180.1 acres         Part of SW1/4 Section 21 and
                    part of W1/2 Section 20            T22S R23E

77.5 acres          Part of W1/2 SE1/4 Section 21      T22S R23E

75.0 acres          Part of NW1/4 Section 27           T22S R23E

616.5 acres         Part of Section 28                 T22S R23E

162.2 acres         Part of NE1/4 Section 31           T22S R23E

634.7 acres         Part of Section 32                 T22S R23E
                                


                         EXHIBIT "B"

               (California Uniform Commercial Code)

    Blank UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - FORM UCC

                       FIELD TENANT LEASE
                                
DATE: January 5, 1997

PARTIES: SOUTHLAKE ACQUISITION CORPORATION, a Nevada corporation,
(hereinafter  referred to as "Landlord"); and FOUR BPS  FARMS,  a
general partnership (hereinafter referred to as "Tenant").

RECITALS:

     A.   The Landlord is the owner of approximately 3,538 acres,
more  or  less (hereinafter referred to as the "Real  Property"),
located  in the County of Tulare, State of California,  and  more
particularly described in Exhibit "A".

     B.    Landlord desires to lease to Tenant and Tenant desires
to   lease  from  Landlord  the  Real  Property,  together   with
appurtenances,  subject  to the terms  and  conditions  contained
herein.

AGREEMENTS:

     In  consideration of the mutual covenants contained  herein,
the parties agree as follows:

     1.    Lease:  The Landlord leases to Tenant and  the  Tenant
leases  from Landlord, on the terms and conditions set  forth  in
this Lease, the Real Property, together with all appurtenances.

     2.    Term: The term of this Lease starts on the date hereof
and  terminates upon the completion of the harvest  of  the  crop
planted  on the Real Property during the 1997 cropping season  or
December 31, 1997, whichever event occurs first.

     3.   Rent  -  Cotton:  Tenant shall pay to the  landlord  an
          amount  per  acre  of  cotton  grown  on  the  premises
          determined as follows:
          
     $55.00 per acre plus "Additional Rent" per acre computed  as
     follows:
     
          Gross  Income  minus  "Cost  of  Production",
          minus  "Marketing  Costs", plus  gin  credits
          (minus  gin debits), minus $ 100, divided  by
          three.
          
     Rent shall be paid as follows:

          $55,673.75 on or before February 1, 1997
          
          $55,673.75 on or before December 1, 1997
          
          "Additional Rent" due (if any) on  or  before
          February 1, 1998
          
"Cost  of  Production" is hereby stipulated at $825 per acre  for
upland cotton and $835 per  acre of pima cotton.

"Cost  of  Production" includes (among other costs) $55 per  acre
for  rent  and  $170  per acre for the cost  and  application  of
herbicides,  the  cost and application of insecticides,  and  the
cost  of  hand  weeding.  If the actual costs  for  insecticides,
herbicides  and  hand weeding exceed or are less  than  $170  per
acre, the "Cost of Production" will be adjusted accordingly.

"Marketing  Costs" will include costs such as freight, insurance,
and  f.o.b.  charges which Tenant incurs for his account  in  the
marketing of the crop from the premises.

Computations for additional rent due will be made separately  for
upland and Pima cotton grown on the premises.

The  yield for each type of cotton will be the average yield  per
acre from each type of cotton grown on the premises.

The  costs for insecticides, herbicides and hand weeding will  be
the  average per acre of such costs for all cotton grown  on  the
premises  and  shall not be segregated between  pima  and  upland
cotton.

Tenant shall supply to Landlord figures for cotton yields, "Gross
Income", "Cost of Production" "Marketing Costs", and gin  credits
or debits. Tenant shall also supply Landlord, upon its reasonable
request,  with  documents  and  records  to  substantiate   those
figures.

Rent-Wheat:  Tenant shall pay to Landlord an amount per  acre  of
wheat grown on the premises determined as follows:

     "Wheat  Revenue" shall be the gross amount received  by
     the tenant for wheat grown on the premises.
     
     "Wheat Cost of Production" is hereby stipulated  to  be
     $265 per acre.
     
     "Wheat Profit" per acre is equal to the "Wheat Revenue"
     per acre minus the "Wheat Cost of Production" per acre.
     
     Tenant  shall  pay  to  Landlord and  amount  equal  to
     one-half the "Wheat Profit" per acre for "Wheat Profit"
     per  acre  up to $50 per acre. "Wheat Profit" per  acre
     exceeding  S50.00 per acre is for the  account  of  the
     Tenant.
     
     No  rental shall be due unless the "Wheat Revenue"  per
     acre exceeds the "Wheat Cost of Production" per acre.
     
Wheat  rental  due, if any, shall be paid by the  Tenant  to  the
Landlord on or before September 1, 1997.

Tenant  shall supply Landlord with figures for wheat  yields  per
acre  and  "Wheat  Revenue, per acre. Tenant  shall  also  supply
Landlord, upon its reasonable request, with documents and records
to substantiate those figures.

Tenant  shall supply to Landlord acreage planted to pima  cotton,
upland cotton and wheat.
     4.    Government Programs. Upon written request  of  Tenant,
Landlord  agrees  to join in and cooperate with all  governmental
agricultural  plans and programs, both state and  federal,  which
may during the term hereof be applicable to the Real Property  or
the  farming  operations  upon  the  Real  Property  contemplated
hereby, and Landlord agrees to execute any and all writings which
may  be  required  by governmental authorities  in  that  regard.
Tenant  shall be entitled to all crop allotments and/or histories
arising out of the farming operations on the Real Property during
the  term  hereof to the extent allowed by any such  governmental
plan  or program. Provided, however, under no circumstances shall
any  crop  allotment, crop history, or other program  benefit  be
severed from the Real Property.

     5.    Relationship of the Parties: The relationship  of  the
parties  hereto  is that Landlord and Tenant, and Landlord  shall
not  be  deemed  a  partner or a joint venturer  with  Tenant  by
reasons of the provisions of this Lease.

     6.    Use:  The  Real Property is leased to Tenant  for  the
planting,  growing, and harvesting of wheat, barley,  cotton  and
any  other crops customarily grown in the area. Tenant shall  not
use, or permit to be used, any part of the Real Property for  any
purpose  other  than  other  than  those  specified  herein.  All
operations  incident to this use of the Real  Property  shall  be
carried  on according to the best courses of husbandry  practised
in  the  vicinity, and Tenant shall use all reasonable  means  to
control  the  growth  of noxious weeds and grasses  at  its  sole
expense.  Tenant  shall  also perform  post-harvest  discing  and
ground  preparation as is required by law and /or  is  consistent
with the highest standards of farming practices in the area.

     7.    Entry  by  Owner:  Tenant shall permit  Landlord,  and
Landlord's agents and assigns, at all reasonable times, to  enter
the  Real Property, and to use the roads established on the  Real
Property  now  or in the future, for the purposes of  inspection,
compliance with the terms of this Lease, posting notices, and all
other  lawful  purposes.  Tenant shall supply  Landlord  and  its
agents  and assigns with keys and other instruments necessary  to
effect entry on the Real Property.

     Tenant  shall  make  and  keep  pertinent  records  of   all
operations  and  conduct under this Lease  and  shall  make  them
available  to Landlord and Landlord's agents and assigns  at  all
reasonable times for inspection.

     8.    Expenses: Tenant shall pay all costs and  expenses  in
connection  with the planting, cultivating, irrigating,  dusting,
spraying,  harvesting, hauling, and all other costs  incurred  in
connection with the crops to be grown on the Real Property during
the term of this Lease.

     9.    Utilities: Tenant shall pay for all water, gas,  heat,
light,  power, telephone service, and for all other  services  to
the Real Property except as otherwise provided in this Lease.

     10.  Irrigation and Water Districts: During the term of this
Lease  Tenant  shall  be entitled to receive  whatever  water  is
available  to  Tenant from the facilities of  the  Angiola  Water
District. Tenant shall pay, during the term of this Lease, to the
Angiola  Water District Fifty Dollars ($50.00) per acre foot  for
all  water  delivered to the Real Property by the  Angiola  Water
District  and  applied to land planted to cotton  and  shall  pay
Twenty Five Dollars ($25.00) for all water delivered to the  Real
Property  by  the  Angiola Water District  and  applied  to  land
planted to wheat or other crops . Tenant shall pay for such water
within 10 days of the date of the invoice from the Angiola  Water
District.  Failure on the part of Tenant to pay for water  within
that  ten-day  period may result in the discontinuance  of  water
deliveries.  Tenant  agrees  that such  discontinuance  of  water
delivery  shall  constitute no cause of action by Tenant  against
Landlord or the Angiola Water District. Tenant agrees to pay  the
penalties and interest assessed by the Angiola Water District  on
late payments to the District.

     11.   Waste:  Tenant shall not commit, or permit  others  to
commit,  waste on the Real Property, or maintain a nuisance  upon
the  Real  Property.  Tenant accepts the  Real  Property  in  its
present condition and agrees on the last day of the term or  upon
sooner  termination of the Lease, to surrender the Real  Property
in the same condition as when received.

     12.   Repairs:  Tenant has inspected the  premises  and  all
improvements  thereon  and acknowledges  that  the  premises  and
improvements are now in good and tenantable condition and thereby
waives  any  obligations on the Landlord's part  to  repair  such
improvements  and  any  and all rights to  make  improvements  at
Landlord's  expense under the provisions of Section 1942  of  the
California Civil Code. All improvements now and hereafter  placed
on  the  premises  will be maintained by Tenant during  the  term
hereof   at  its  own  expense.  At  the  expiration  or   sooner
termination  of the term, Tenant will surrender the premises  and
improvements in as good order and condition as when  received  by
Tenant, reasonable use and wear excepted.

     13.  Alterations: Tenant shall not make or permit to be made
any  alterations  on  the Reap Property without  first  obtaining
Landlord's  written consent. All alterations and additions  shall
be  made  at  the  sole expense of the Tenant.  Additions  to  or
alterations of the Reap Property shall become at once a  part  of
the  Real Property and belong to the Landlord. Tenant shall  keep
the  Real  Property  free  from any liens  arising  out  of  work
performed, material furnished, or any other obligations  incurred
by Tenant.

14.  Liability and Insurance: Tenant agrees to keep Landlord free
from all liability and claims for damages arising from any injury
from any cause to any person, including Tenant, or to property of
any  kind  belonging  to anyone, including Tenant,  arising  from
Tenant's operations while in, upon, or in any way connected  with
the  Real  Property, including the flooding of  public  roads  or
neighboring  lands  because  of  improper  drainage  or  escaping
irrigation  waters, during the term of any occupancy  under  this
Lease.  Tenant  waives  any and all claims against  Landlord  for
damage  to  person  or property arising from any  reason.  Tenant
further  agrees to take out and to keep in full force and  effect
during  the term of this Lease, at Tenant's expense, a policy  of
public  liability insurance for protection against  liability  to
the  public  arising as an incident to the use of,  or  resulting
from any action occurring in or about the Real Property. Landlord
shall  be  an  additional named insured on the  policy,  and  the
policy  shall  contain cross-liability endorsements.  The  policy
shall provide for combined single limit coverage in an amount not
less than One Million Dollars ($1,000,000.00). Upon demand by the
Landlord, Tenant shall deliver to Landlord a certificate of  such
insurance coverage. Tenant further agrees to take out and keep in
force  during  the term of this Lease at its own expense,  proper
and adequate workman's compensation insurance.

     15.   Remedies of Landlord on Default: Landlord  shall  have
the  following  remedies  if  Tenant  commits  a  default.  These
remedies  are not exclusive; they are cumulative in  addition  to
any remedies now or later allowed by law.

          A.   Landlord can continue this Lease in full force and
effect, and the Lease will continue in effect as long as Landlord
does  not  terminate Tenant's right to possession,  and  Landlord
shall  have the right to collect rent when due. During the period
Tenant  is in default, Landlord can enter the premises and  relet
them  or  any  part  of them, to third parties for  the  Tenant's
account. Tenant shall be liable immediately to Landlord  for  all
costs  Landlord incurs in reletting the Real Property, including,
without  limitation, broker's commissions, expenses of remodeling
the  Real  Property required by the reletting,  and  like  costs.
Reletting  can  be  for  a  period shorter  or  longer  than  the
remaining  term of this Lease. Tenant shall pay to  Landlord  the
rent due under this Lease on the dates the rent is due, less  the
rent the Landlord receives from any reletting. No act by Landlord
allowed  by  this  paragraph shall terminate  this  Lease  unless
Landlord  notifies Tenant that the Landlord elects  to  terminate
this  Lease.  After Tenant's default and for as long as  Landlord
does  not  terminate  Tenant's right of possession  of  the  Real
Property, if Tenant obtains Landlord's consent Tenant shall  have
the  right  to assign or sublet its interest in this  Lease,  but
Tenant  shall not be released from liability. Landlord's  consent
toa  propose  assignment or subletting shall not be  unreasonably
withheld.

          B.     Landlord   can  terminate  Tenant's   right   to
possession  of  the  Real Property at any time.  No  act  by  the
Landlord other than giving notice to Tenant shall terminate  this
Lease.  Acts of maintenance, efforts to relet the Real  Property,
or  the appointment of a receiver on the Landlord's initiative to
protect Landlord's interest under this Lease shall not constitute
a  termination  of Tenant's right to possession. On  Termination,
Landlord has the right to recover from Tenant:

          (i)  The worth, at the time of the award, of the unpaid
rent  that  had  been earned at the time of termination  of  this
Lease;

          (ii) The worth, at the time of the award, of the amount
by  which  the unpaid rent that would have been earned after  the
date  of  termination of this Lease until the time of  the  award
exceeds  the amount of the loss of rent that Tenant proves  could
have been reasonably avoided;

          (iii)The worth, at the time of the award, of the amount
by  which  the unpaid rent for the balance of the term after  the
time  of award exceeds the amount of the loss of rent that Tenant
proves could have been reasonably avoided; and

          (iv)  any  other amount, and court costs, necessary  to
compensate  Landlord  for  all detriment  proximately  caused  by
Tenant's default.

          "The  worth at the time of the award", as used  in  (i)
and  (ii)  of  this  paragraph, is to  be  computed  by  allowing
interest  at  the maximum rate an individual is  allowed  by  law
charge. "The worth, at the time of the award", as referred to  in
(iii)  of  this  paragraph, is to be computed by discounting  the
amount  at the discount rate of the Federal Reserve Bank  of  San
Francisco at the time of the award, plus one percent (1%).

          Landlord  shall have the right to re-enter the premises
to  take  whatever  acts,  in the landlord's  sole  and  absolute
discretion,  are  necessary  to protect  the  crops  and/or  Real
Property  and may take possession and/or ownership of  all  crops
and may apply any proceeds to amounts due from Tenant.

          No  re-entry or taking possession of the Real  Property
by Landlord shall be construed as an election by him to terminate
this  Lease unless a written notice of such an intention is given
to  the  Tenant  or the Lease is declared to be terminated  by  a
court of competent jurisdiction.

          All these rights shall be concurrent and cumulative and
are  in  addition to, and not in derogation of, all other  rights
and remedies available to Landlord.

          Nothing  contained in this Lease, and  no  security  or
guaranty  of the Tenant that landlord holds now or in the  future
under this Lease, shall in any way constitute a bar or defense to
an action by Landlord in unlawful detainer or for recovery of the
Real Property.

     16.   Landlord's Right to Cure Tenant's Defaults. If  Tenant
should  fail  to  pay any charges, tax, or other  amounts  herein
required  to be paid by it when due, or in the event that  Tenant
fails  to  pay any sums required to be paid hereunder to  protect
Landlord's interest herein, the same may be paid by the  Landlord
and all sums so expended by Landlord shall immediately become due
and  payable  from Tenant to Landlord and shall bear interest  at
the  rate specified in Paragraph 3. Landlord shall also have  the
right,  should  Landlord deem it necessary for the protection  of
Landlord's interest in any crop or produce being grown  upon  the
premises,  to  take immediate possession of the premises  and  to
mature,  harvest  and/or  market the crops  and  produce  growing
thereon for the benefit of both Landlord and Tenant, and any  and
all  costs or expenses incurred by the Landlord in so doing shall
be  deemed  to  be amounts paid to cure a default of  Tenant  and
shall  become immediately due and payable from Tenant to Landlord
pursuant to the terms of this Paragraph.

     17.   Security  Agreement. Tenant hereby grants  Landlord  a
security interest in all crops growing or to be grown on the Real
Property during the term of this Lease including proceeds of said
crops to secure Tenants to secure Tenant's obligations under this
Lease,  said  obligations include but  are  not  limited  to  the
payment  of rent. Tenant agrees to execute any and all  documents
reasonably  necessary  to memorialize and perfect  said  security
interest  including,  but not limited  to  two  copies  of  UCC-1
Financing   Statement  in  the  form  of  Exhibit   "B".   Should
enforcement   of  the  above  described  security   interest   be
necessary,  Landlord  shall have any and all  remedies  available
under California law.

     18.  Assignment and Subletting. Tenant shall not assign this
Lease, or any rights under it, and shall not sublet the entire or
any  part  of  the  Real  Property, or  any  right  or  privilege
appurtenant to the Real Property, or permit any other person (the
agents  and  employees of Tenant excepted) to occupy or  use  the
entire  or  any  portion  of  the Real  Property,  without  first
obtaining   Landlord's  written  consent.  A   consent   to   one
assignment, subletting, occupation, or use by another  person  is
not  a  consent to future assignment, subletting, occupation,  or
use  by  the  same or another person. An assignment or subletting
without   Landlord's  consent  shall  be  void,  and  shall,   at
Landlord's option, terminate this Lease. No interest of Tenant in
this  Lease  shall  be  assignable by operation  of  law  without
Landlord's written consent.

     19.  Rights of Others. This Lease is subject to all existing
easements,  servitudes, licenses, and rights-of-way  for  canals,
ditches,   levees,,   roads,  highways,   telephone,   telegraph,
electric,  power lines, railroads, pipelines, and other  purposes
whether recorded or not.

     20.   Subordination. This Lease shall be subordinate to  any
mortgages, or deeds of trust that may subsequently be  placed  on
the premises, to all advances made under them, to the interest on
all   obligations   secured  by  them,  and  to   all   renewals,
replacements,  and  extensions of them.  PROVIDED,  HOWEVER,  the
mortgagee  or  beneficiary in those mortgages or deeds  of  trust
shall  recognize the Lease of Tenant in the event of  foreclosure
if Tenant is not in default under the terms of the Lease.

     Subordination of the Tenant's interest is effective  without
any  further act of Tenant. Tenant shall from time to  tome  upon
Landlord's   request  execute  and  deliver  any   documents   or
instruments that may be required by a lender or other third party
to  effectuate any subordination. If Tenant fails to execute  and
deliver  any  such  documents or instruments, Tenant  irrevocably
appoints Landlord as Tenant's special attorney in fact to deliver
any such document or instrument.

     21.   Disclaimer.  Landlord makes no warranty of the soil
suitability for growing crops Tenant is authorized to grow under
this Lease.

     22.   Oil,  Gas, and Mineral Rights. All rights in minerals,
oil,  gases, and other hydrocarbons located on or under the  Real
Property, and all hunting rights are particularly reserved to the
landlord and are particularly excepted from the property  covered
by  the  terms of this Lease. Landlord agrees to reimburse Tenant
for  any  reasonable damages that Tenant sustains as a result  of
and  interference with the agricultural operations  conducted  on
the  Real Property under the terms of this Lease arising from the
exploration, drilling, or mining operations or from hunting.

     23.   Condemnation.  If  a  part of  the  Real  Property  is
condemned  for  a public or quasi-public use, and  the  remaining
part is capable of supporting an economical farming operation  by
Tenant, this Lease shall terminate, as to the part taken, on  the
date title vests in the condemnor.

     The cash rent payable under this Lease shall be adjusted  so
that  Tenant  shall be required to pay for the remainder  of  the
term  only  the portion of the rent that the value  of  the  part
remaining after the condemnation bears to the value of the entire
Real Property at the date of valuation for condemnation purposes.

If  the  entire  or  a  part of the Real  Property  is  taken  or
condemned, all compensation awarded on condemnation shall  go  to
the  Landlord, with Tenant having no claim to compensation except
that  Tenant shall be entitled to compensation for Tenant's share
of growing crops only.

All  expenses  necessary to restore fences  and  ditches  and  to
replace  access  roads lost by condemnation  shall  be  borne  by
Landlord.

If,  after  condemnation, the Real Property  is  not  capable  of
supporting  a economical farming operation by Tenant, this  Lease
shall terminate on the date title vests in the condemnor.

     24.   Compliance  with  Law. Tenant shall  comply  with  all
requirements of all governmental authorities, enforced either now
or in the future, affecting Tenant's use of the Real Property.

     25.   Insolvency:  Receiver.  Any  of  the  following  shall
constitute  a breach of this Lease by Tenant: (a) the appointment
of  a receiver to take possession of all or substantially all  of
Tenant's  assets; or (b) a general assignment by Tenant  for  the
benefit  of  creditors; or ( c) an action taken  or  suffered  by
Tenant under any insolvency or bankruptcy act.

     26.   Attorney's Fees. In any action or proceeding by either
party to enforce this Lease or any portion hereof, the prevailing
party  shall be entitled to all costs incurred and to  reasonable
attorneys' fees.

     27.  Surrender of Lease - Effect on Subleases. The voluntary
or  other surrender by Tenant, or a mutual cancellation  of  this
Lease  shall not work a merger, and shall, at Landlord's  option,
terminate  all existing subleases or sub-tenancies,  or  may,  at
Landlord's option, operate as an assignment to him of any or  all
subleases or subtenancies.

     28.   Crop  Mortgages. All crop mortgages, encumbrances,  or
liens given or suffered by Tenant on the crops grown on the  Real
Property  shall be for terms or periods not extending beyond  the
term of this Lease and shall not encumber Landlord's share of the
crops.  Landlord agrees to execute any crop waiver as to Tenant's
share  of  the crops which may be submitted by Tenant. All  Liens
created by Tenant must be satisfied of record before the  end  of
the  Lease  term. If a mortgage or lien creates a  cloud  on  the
Landlord's  title,  Tenant  must pay  all  reasonable  costs  and
expenses, including attorneys' fees, for removal of the cloud.

     29.   Notice. Any notice to be given to either party by  the
other  shall be in writing and shall be served either  personally
or by certified or registered mail addressed as follows:

     If to Landlord:     Southlake Acquisition Corporation
                         P.O. Box 1410
                         Davis, CA 95617
                         Attn: Brent Bowen

     If to Tenant:       Four B's Farms
                         1601 Skyway Drive, Ste. 225
                         Bakersfield, CA 93308

     30.   Waiver. The waiver by the Landlord of a breach of  any
term, covenant, or condition contained in this Lease shall not be
treated as a waiver of any other term, covenant, or condition, or
breach thereof. The acceptance of rent by the Landlord shall  not
be  treated  as  a waiver of a previous breach by Tenant  of  any
term,  covenant,  or  condition of this  Lease,  other  than  the
failure  of  Tenant  to pay the particular  rental  so  accepted,
regardless  of the Landlord's knowledge of a previous  breach  at
the time of acceptance of rent.

     31.  Legal Effect. All covenants of Tenant contained in this
Lease are expressly made conditions. The provisions of this Lease
shall, subject to the provisions on assignment, apply to and bind
the heirs, successors, executors, administrators, and assigns  of
all parties to this Lease; and all parties to this Lease shall be
jointly and severally liable under it.

The titles or headings to the paragraphs of this Lease are not  a
part  of  this Lease and shall have no effect on the construction
or interpretation of any part of this Lease.

     32.   Further  Assurances. Each party agrees  that  it  will
execute  and  acknowledge such documents reasonably requested  by
the  other to carry out the terms, purposes, and intent  of  this
Lease,  including,  without  limitation:  (1)  a  memorandum   in
recordable form to give constructive notice of this Lease or  any
of  its terms; (2) contracts and commitments to sell crops  grown
upon  the Real Property; and (3) waivers of any interest  to  the
interest of the other party in such crops.

     33.  Time. Time is of the essence of this agreement.

The parties have executed this Lease effective as of the date and
year first above written.

     Landlord:                SOUTHLAKE ACQUISITION CORPORATION
                              a Nevada Corporation

                              By:  /s/ Brent Bowen
                                     Its Vice President

     Tenant:                  Farm B's Farm

                              By:  /s/


1/8/97                     EXHIBIT "A"

                       FOUR B's FARMS-1997
                                
     613.4 acres     Part of Section 4            T23S R23E

     155.3 acres     Part of SE1/4 Section 5      T23S R23E

     312.7 acres     Part of N1/2 Section 5       T23S R23E

     293.9 acres     Part of S1/2 Section 6       T23S R23E

     579.9 acres     Part of Section 7            T23S R23E

     589.1 acres     Part of Section 8            T23S R23E

     148.0 acres     Part of SW1/4 Section 27     T22S R23E

     566.0 acres     Part of Section 33           T22S R23E

     279.8 acres     Part of W1/2 Section 34      T22S R23E

     
     
                           EXHIBIT "B"

              (California Uniform Commercial Code)

  Blank UNIFORM COMMERCIAL CODE - FINANCING STATEMENT - FORM UCC-1



                       AGRICULTURAL LEASE
                                
                                
                                
                                
     THIS LEASE, made and entered into this 8th day of September,
1992,  by  and  between  SOUTHLAKE ACQUISITION  CO.,  hereinafter
called OWNER, and J.G. BOSWELL COMPANY, a California Corporation,
hereinafter called TENANT.


                           WITNESSETH
                                
      That  the Owner hereby leases to the Tenant and the  Tenant
hereby   leases  from  the  Owner  that  certain  real   property
("Premises")  situated and located in the County of Kings,  State
of  California,  and more particularly described as  follows,  to
wit:

               The Northeast Quarter (NE1/4) of Sec. 11,
               Township Twenty-Three South (23S), Range
               Twenty-Two East (22E), M.D.B.&M.

               All of of Sec. 12, Township Twenty-Three
               South (23S), Range Twenty-Two East (22E),
               M.D.B.&M.


1.   The  term  of this lease shall be from August 15,  1992,  to
     December  20,  1995,  with  the understanding  that  the  NE
     quarter  of  Sec.  11 will be available upon  conclusion  of
     harvest or December 30, 1992, whichever comes first.

2.   The  Premises are leased to Tenant for agricultural purposes
     only,  and for the purpose of growing cotton, barley,  wheat
     or  such other annual crops as tenant in its sole discretion
     shall determine.

3.   Tenant  will pay to Owner for the use and occupation of  the
     Premises, as follows:

     a.   $75 per-farmed-acre when cotton is grown

     b.   $40 per-farmed-acre when seed alfalfa is grown

     c.   $20 per-farmed-acre when grain or safflower are grown
     Said  rental payment shall be made on or about March 15 each
     year.   Tenant shall each year review all factors  affecting
     the  profitability of this Lease, including but not  limited
     to,  yield,  the  price received for the crop  grown,  water
     supply  and  cost thereof, all farming expenses attributable
     to  such  crop  and  any  other factors  bearing  upon  such
     profitability.  Based upon such review Tenant  may,  in  its
     sole  discretion, pay Owner a profitability bonus of  up  to
     100% of the cash rent due Owner under this Lease.

4.   Should  the  rented premises be flooded so  that  Tenant  is
     prevented  from  planting any crop  or  a  planted  crop  is
     destroyed by flood or other act of God, Owner shall  not  be
     entitled to any rental payment for said rented premise.

5.   Owner  will  supply up to 2.75 acre feet per  acre  for  the
     gross farmable acres.  At least 2.0 acre feet per acre  will
     be  available  during the crop irrigation  season  which  is
     normally from June 1 to September 10.  Tenant will pay Owner
     $50 per acre foot delivered to the field.

6.   If  less  than 2.75 acre feet per acre is available,  Tenant
     has  the option to reduce the acreage farmed until 2.75 acre
     feet per acre is available.

7.   Tenant  agrees  to  pay for all costs and  expenses  of  the
     farming,  planting, seed, irrigation and harvesting  of  any
     and  all crops planted and/or harvested and any other  costs
     or  charges incident to raising and harvesting said crops on
     the Premises hereby leased, all at his own cost and expense.
     Owner  will  be responsible for all taxes and/or assessments
     levied against the Premises.

8.   Tenant  agrees to farm any crops planted on said land  in  a
     good,  farmer-like manner and in accordance with  the  usual
     farming  practices in the neighborhood and will  not  permit
     any  damages to said premises or suffer the same to be  done
     by another, all at his own cost and expense.

9.   That,  in  the event Owner brings an action at  law  against
     Tenant  to  enforce  the payment of any  amount  due  or  to
     enforce  any  of  the terms hereof or in the  event  of  the
     commencement of a summary action under the unlawful detainer
     laws  of the State of California for the forfeiture of  this
     lease  and  possessions of the demised  premises,  then  the
     Tenant agrees to pay Owner reasonable attorney's fees to  be
     fixed by the Court.

10.  Owner  and  any of its agents or representatives  shall,  at
     reasonable  times,  have  the right  to  freely  go  on  the
     premises.

11.  Owner  agrees  to  cooperate with Tenant  in  executing  any
     document  required by any agricultural program that  may  be
     promulgated  by the United States Government  or  any  other
     governmental agency.

12.  The  failure  on  the part of the Owner to take  any  action
     against Tenant by reason of any particular breach of any  of
     the  terms,  covenants and conditions of this lease  on  the
     part  of the Tenant shall not be deemed in any way a  waiver
     of  any other or subsequent breach on the part of any or all
     of the covenants and conditions of this lease.

13.  Tenant agrees that the Owner may lease said premises or  any
     part  thereof,  without having first  obtained  the  written
     consent of Tenant, for the purpose of drilling for oil,  gas
     or   other  mineral  products.   Tenant  hereby  waives  and
     terminates any rights he may have acquired by this lease and
     in  and  to  any revenues from such above mentioned  mineral
     lease  or  leases.  In case such lease is entered  into  and
     drilling is started on the premises, any damage done to  the
     crops  growing thereon shall be adjusted with the Tenant  so
     that  Tenant may be compensated for any damage so  suffered.
     Should  any portion of the Premises be devoted to an oil  or
     gas  well  site  or  used for any other  mineral  production
     purpose  so that the portion so devoted may not be used  for
     agricultural   purposes,  then  the  rental  specified,   in
     Paragraph  2  hereof, shall be adjusted by subtracting  from
     the  total rent specified the sum of the per-acre rental for
     the   crop  grown,  times  the  acres  devoted  to   mineral
     production.

14.  Owner will not claim rights to or in any water, water system
     or  service  therefrom  which may be  used  or  provided  by
     Tenant.

15.  Any  notice or demand required or permitted under this lease
     shall be deemed duly given if deposited in the United States
     mail, with postage prepaid, addressed as follows:

               OWNER:    SOUTHLAKE ACQUISITION CO.
                         P.O. BOX 1410
                         DAVIS, CA 95617

               TENANT:   J.G. BOSWELL COMPANY
                         POST OFFICE BOX 457
                         CORCORAN, CALIFORNIA 93212

16.  This Lease shall inure to the benefit of and be binding upon
     the heirs, executors, administrators, successors and assigns
     of the respective parties hereto.

      IN  WITNESS WHEREOF, the Owner has caused this Lease to  be
executed in triplicate and Tenant has hereunto set his hand.


                    OWNER:    SOUTHLAKE ACQUISITION CO.

                              By:  /s/ Brent Bowen
                                   Vice President

                              By:  ____________________




                    TENANT:   J.G. BOSWELL COMPANY

                              By:  /s/ Gary Gamble
                                   Vice President

                              By:  /s/
                                   Secretary

                       AMENDMENT TO LEASE


This  Amendment  to  Lease is entered into by  and  between  J.G.
BOSWELL  COMPANY ("Lessee") and SOUTHLAKE ACQUISITION CORPORATION
("Lessor") as of the day and date last written hereon.


                            RECITALS

      WHEREAS,  Lessor  and Lessee heretofore entered  into  that
certain Lease dated September 8, 1992, and

     WHEREAS, Lessor and Lessee desire to amend said lease in the
following particulars,

      NOW  THEREFORE,  It  is Hereby Agreed by  and  between  the
parties hereto as follows:

     1.   The   term  of  said  aforementioned  Lease  is  hereby
          extended  for  four (4) years beginning on  January  1,
          1996 through and including December 31, 1999.
     
     2.   Except as specifically amended hereby, all other  terms
          and conditions of said Lease shall remain the same.
     
      IN  WITNESS WHEREOF, the parties hereto have executed  this
Amendment to Lease as of 11/29/95.


                               LESSEE:

                               J.G. BOSWELL COMPANY


                               By: /s/ Gary Gamble
                                   Vice President and
                                   Chief Operating Officer


                               By: /s/ John P. Rodrigues
                                   Manager, California Ranching


                               LESSOR:

                               SOUTHLAKE ACQUISITION CORPORATION


                               By: /s/ Brent Bowen, V.P.

     

                SOUTHLAKE ACQUISITION CORPORATION
                          P.O. Box 1410
                     Davis, California 95617
                         (916) 753-5695
                                
                                
                                                February 14, 1997
                                                                 
Mr. J. W. Boswell, President
J.G. Boswell Company
101 West Walnut Street
Pasadena, California 91103

Dear Mr. Boswell:

This  is  further to our telephone conversation of  February  11,
1997   concerning   property  leased  by  Southlake   Acquisition
Corporation to the J.G. Boswell Company.  A copy of the lease and
its  amendment,  dated September 8, 1992 and November  29,  1995,
respectively, are enclosed.

In that conversation I reported that Southlake and Dana Hair are
presently negotiating the sale to Mr. Hair of the property which
Southlake currently owns known as the White Ranch, and which
contains the leased property.  It is my understanding of our
conversation that, in the event of a sale of the White Ranch to
Mr. Hair (or his assigns) during the calendar year 1997, the
Boswell Company will cancel and terminate the subject lease as of
December 31, 1997.

If this is also your understanding of that conversation, I'll
appreciate your signing the enclosed copy of this letter and
returning it to me.

                           Very truly,
                                
                         /s/ Brent Bowen
                                
                      Brent Bowen, Vice President,
                      Southlake Acquisition Corporation


/s/ J.W. Boswell      2-26-97
J.W. Boswell          date

Encl.

                       FIELD TENANT LEASE
                                
     DATE: February 20, 1997

     PARTIES:   SOUTHLAKE  ACQUISITION  CORPORATION,   a   Nevada
corporation,  (hereinafter referred to as  "Landlord");  and,  H.
WILLIAM  BLANKEN,  dba  HWB  FARMS (hereinafter  referred  to  as
"Tenant").

RECITALS:

     A.   The Landlord is the owner of approximately 1,620 acres,
more  or  less (hereinafter referred to as the "Real  Property"),
located  in the County of Tulare, State of California,  and  more
particularly described in Exhibit "A".

     B.    Landlord desires to lease to Tenant and Tenant desires
to   lease  from  Landlord  the  Real  Property,  together   with
appurtenances,  subject  to the terms  and  conditions  contained
herein.

AGREEMENTS:

     In  consideration of the mutual covenants contained  herein,
the parties agree as follows:

     1.    Lease:  The Landlord leases to Tenant and  the  Tenant
leases  from Landlord, on the terms and conditions set  forth  in
this Lease, the Real Property, together with all appurtenances.

     2.    Term: The term of this Lease starts on the date hereof
and terminates upon December 31, 1997, or the close of escrow  in
the event of sale of the Real Property whichever is the earlier.

     3.    Rent: Tenant shall pay to the Landlord, as rental  for
the  Real Property, without deduction or set-off, at such  places
as  may  be  designated from time to time by  Landlord,  33  l/3%
(thirty  three and one-third per cent) of the gross  proceeds  of
alfalfa and cotton, and 12 1/2% (twelve and one-half per cent) of
the  gross proceeds of all wheat and barley produced on the  Real
Property during the term hereof. Such rental shall be paid to the
Landlord  and  mailed to the Landlord at P.O.  Box  1410,  Davis,
California 95617 within 10 days of the receipt by the  Tenant  of
any such proceeds.

     4.    Government Programs. Upon written request  of  Tenant,
Landlord  agrees  to join in and cooperate with all  governmental
agricultural  plans and programs, both state and  federal,  which
may,  during the term hereof, be applicable to the Real  Property
or  the  farming  operations upon the Real Property  contemplated
hereby, and Landlord agrees to execute any and all writings which
may  be  required  by governmental authorities  in  that  regard.
Tenant  shall be entitled to all crop allotments and/or histories
arising out of the farming operations on the Real Property during
the  term  hereof to the extent allowed by any such  governmental
plan  or  program. Provided, however, that Tenant  shall  not  be
entitled  to  receive  any  payments  made  subsequent   to   the
termination of this Lease under any governmental plan or program:
and  provided further that under no circumstances shall any  crop
allotment, crop history, or other program benefit be severed from
the Real Property.

     5.    Relationship of the Parties: The relationship  of  the
parties  hereto  is that Landlord and Tenant, and Landlord  shall
not  be  deemed  a  partner or a joint venturer  with  Tenant  by
reasons of the provisions of this Lease.

     6.    Use:  The  Real Property is leased to Tenant  for  the
planting,  growing, and harvesting of wheat, barley,  cotton  and
any  other crops customarily grown in the area. Tenant shall  not
use, or permit to be used, any part of the Real Property for  any
purpose  other  than  other  than  those  specified  herein.  All
operations  incident to this use of the Real  Property  shall  be
carried  on according to the best courses of husbandry  practiced
in  the  vicinity, and Tenant shall use all reasonable  means  to
control  the  growth  of noxious weeds and grasses  at  its  sole
expense.  Tenant  shall  also perform  post-harvest  discing  and
ground  preparation as is required by law and /or  is  consistent
with the highest standards of farming practices in the area.

     7.    Entry  by  Owner:  Tenant shall permit  Landlord,  and
Landlord's agents and assigns, at all reasonable times, to  enter
the  Real Property, and to use the roads established on the  Real
Property  now  or in the future, for the purposes of  inspection,
compliance with the terms of this Lease, posting notices, and all
other  lawful  purposes.  Tenant shall supply  Landlord  and  its
agents  and assigns with keys and other instruments necessary  to
effect entry on the Real Property.

     Tenant  shall  make  and  keep  pertinent  records  of   all
operations  and  conducted under this Lease and shall  make  them
available  to Landlord and Landlord's agents and assigns  at  all
reasonable times for inspection.

     8.    Expenses: Tenant shall pay all costs and  expenses  in
connection  with the planting, cultivating, irrigating,  dusting,
spraying,  harvesting, hauling, and all other costs  incurred  in
correction with the crops to be grown on the Real Property during
the term of this Lease.

     9.    Utilities: Tenant shall pay for all water, gas,  heat,
light,  power, telephone service, and for all other  services  to
the Real Property except as otherwise provided in this Lease.

     10.  Irrigation and Water Districts: During the term of this
Lease  Tenant  shall  be entitled to receive  whatever  water  is
available  to  Tenant from the facilities of  the  Angiola  Water
District. Tenant shall pay, during the term of this Lease, to the
Angiola  Water  District, Twenty Five Dollars ($25.00)  per  acre
foot  for all water delivered to the Real Property by the Angiola
Water  District during the term of this Lease. Tenant  shall  pay
for such water within 10 days of the date of the invoice from the
Angiola Water District.

Water  from the source mentioned above shall be used only on  the
Real  Property and in the performance of the Tenant's obligations
under the Lease. Landlord assumes no responsibility to Tenant for
any  water  shortage  from  the facilities  mentioned  above  and
assumes  no responsibility for, and does not warrant, the quality
or quantity of the water supplied to the Real Property.

     11.   Waste:  Tenant shall not commit, or permit  others  to
commit,  waste on the Real Property, or maintain a nuisance  upon
the  Real  Property.  Tenant accepts the  Real  Property  in  its
present condition and agrees on the last day of the term or  upon
sooner  termination of the Lease, to surrender the Real  Property
in the same condition as when received.

     12.  Repairs: Tenant shall be responsible for the day-to-day
repair  and maintenance of the Real Property during the  term  of
this  Lease,  including, but not limited to, all  fences,  wells,
pumps,  pipelines  ditches, and roadways, and  Tenant  agrees  to
maintain  them in the same order and consition in which received,
ordinary   wear  and  tear  excepted.  All  minor   repairs   and
maintenance shall be at Tenant's cost and expense.

     13.  Alterations: Tenant shall not make or permit to be made
any  alterations  on  the Real Property without  first  obtaining
Landlord's  written consent. All alterations and additions  shall
be  made  at  the  sole expense of the Tenant.  Additions  to  or
alterations of the Real Property shall become at once a  part  of
the  Real Property and belong to the Landlord. Tenant shall  keep
the  Real  Property  free  from any liens  arising  out  of  work
performed, material furnished, or any other obligations  incurred
by Tenant.

     14.  Liability and Insurance: Tenant agrees to keep Landlord
free  from all liability and claims for damages arising from  any
injury  from  any cause to any person, including  Tenant,  or  to
property  of  any  kind  belonging to anyone,  including  Tenant,
arising  from Tenant's operations while in, upon, or in  any  way
connected  with  the  Real Property, including  the  flooding  of
public roads or neighboring lands because of improper drainage or
escaping  irrigation  waters, during the term  of  any  occupancy
under  this  Lease.  Tenant waives any  and  all  claims  against
Landlord  for  damage  to  person or property  arising  from  any
reason.  Tenant further agrees to take out and to  keep  in  full
force  and  effect  during the term of this  Lease,  at  Tenant's
expense,  a  policy of public liability insurance for  protection
against liability to the public arising as an incident to the use
of,  or resulting from any action occurring in or about the  Real
Property.  Landlord shall be an additional named insured  on  the
policy,    and   the   policy   shall   contain   cross-liability
endorsements. The policy shall provide for combined single  limit
coverage  in  an  amount  not  less  than  One  Million   Dollars
($1,000,000.00).  Upon  demand  by  the  Landlord,  Tenant  shall
deliver  to  Landlord  a certificate of such insurance  coverage.
Tenant  further agrees to take out and keep in force  during  the
term  of  this  Lease  at its own expense,  proper  and  adequate
workman's compensation insurance.

     15.   Remedies of Landlord on Default: Landlord  shall  have
the  following  remedies  if  Tenant  commits  a  default.  These
remedies  are not exclusive; they are cumulative in  addition  to
any remedies now or later allowed by law.

          A.   Landlord can continue this Lease in full force and
effect, and the Lease will continue in effect as long as Landlord
does  not  terminate Tenant's right to possession,  and  Landlord
shall  have the right to collect rent when due. During the period
Tenant  is in default, Landlord can enter the premises and  relet
them  or  any  part  of them, to third parties for  the  Tenant's
account. Tenant shall be liable immediately to Landlord  for  all
costs  Landlord incurs in reletting the Real Property, including,
without  limitation, broker's commissions, expenses of remodeling
the  Real  Property required by the reletting,  and  like  costs.
Reletting  can  be  for  a  period shorter  or  longer  than  the
remaining  term of this Lease. Tenant shall pay to  Landlord  the
rent due under this Lease on the dates the rent is due, less  the
rent the Landlord receives from any reletting. No act by Landlord
allowed  by  this  paragraph shall terminate  this  Lease  unless
Landlord  notifies Tenant that the Landlord elects  to  terminate
this  Lease.  After Tenant's default and for as long as  Landlord
does  not  terminate  Tenant's right of possession  of  the  Real
Property, if Tenant obtains Landlord's consent Tenant shall  have
the  right  to assign or sublet its interest in this  Lease,  but
Tenant  shall not be released from liability. Landlord's  consent
to  a  propose assignment or subletting shall not be unreasonably
withheld.

          B.     Landlord   can  terminate  Tenant's   right   to
possession  of  the  Real Property at any time.  No  act  by  the
Landlord other than giving notice to Tenant shall terminate  this
Lease.  Acts of maintenance, efforts to relet the Real  Property,
or  the appointment of a receiver on the Landlord's initiative to
protect Landlord's interest under this Lease shall not constitute
a  termination  of Tenant's right to possession. On  Termination,
Landlord has the right to recover from Tenant:

          (i)  The worth, at the time of the award, of the unpaid
rent  that  had  been earned at the time of termination  of  this
Lease;

          (ii) The worth, at the time of the award, of the amount
by  which  the unpaid rent that would have been earned after  the
date  of  termination of this Lease until the time of  the  award
exceeds  the amount of the loss of rent that Tenant proves  could
have been reasonably avoided;

          (iii)      The worth, at the time of the award, of  the
amount by which the unpaid rent for the balance of the term after
the  time  of award exceeds the amount of the loss of  rent  that
Tenant proves could have been reasonably avoided; and

          (iv)  any  other amount, and court costs, necessary  to
compensate  Landlord  for  all detriment  proximately  caused  by
Tenant's default.

          "The  worth at the time of the award", as used  in  (i)
and  (ii)  of  this  paragraph, is to  be  computed  by  allowing
interest  at  the maximum rate an individual is  allowed  by  law
charge. "The worth, at the time of the award", as referred to  in
(iii)  of  this  paragraph, is to be computed by discounting  the
amount  at the discount rate of the Federal Reserve Bank  of  San
Francisco at the time of the award, plus one percent (1%).

          No  re-entry or taking possession of the Real  Property
by Landlord shall be construed as an election by him to terminate
this  Lease unless a written notice of such an intention is given
to  the  Tenant  or the Lease is declared to be terminated  by  a
court of competent jurisdiction.

          All these rights shall be concurrent and cumulative and
are  in  addition to, and not in derogation of, all other  rights
and remedies available to Landlord.

          Nothing  contained in this Lease, and  no  security  or
guaranty  of the Tenant that landlord holds now or in the  future
under this Lease, shall in any way constitute a bar or defense to
an action by Landlord in unlawful detainer or for recovery of the
Real Property.

     16.   Landlord's Right to Cure Tenant's Defaults. If  Tenant
should  fail  to  pay any charges, tax, or other  amounts  herein
required  to be paid by it when due, or in the event that  Tenant
fails  to  pay any sums required to be paid hereunder to  protect
Landlord's interest herein, the same may be paid by the  Landlord
and all sums so expended by Landlord shall immediately become due
and  payable  from Tenant to Landlord and shall bear interest  at
the  rate specified in Paragraph 3. Landlord shall also have  the
right,  should  Landlord deem it necessary for the protection  of
Landlord's interest in any crop or produce being grown  upon  the
premises,  to  take immediate possession of the premises  and  to
mature,  harvest  and/or  market the crops  and  produce  growing
thereon for the benefit of both Landlord and Tenant, and any  and
all  costs or expenses incurred by the Landlord in so doing shall
be  deemed  to  be amounts paid to cure a default of  Tenant  and
shall  become immediately due and payable from Tenant to Landlord
pursuant to the terms of this Paragraph.

     17.   Security  Agreement. Tenant hereby grants  Landlord  a
security interest in all crops growing or to be grown on the Real
Property during the term of this Lease including proceeds of said
crops to secure Tenants to secure Tenant's obligations under this
Lease,  said  obligations include but  are  not  limited  to  the
payment  of rent. Tenant agrees to execute any and all  documents
reasonably  necessary  to memorialize and perfect  said  security
interest  including,  but not limited  to  two  copies  of  UCC-1
Financing   Statement  in  the  form  of  Exhibit   "B".   Should
enforcement   of  the  above  described  security   interest   be
necessary,  Landlord  shall have any and all  remedies  available
under California law.

     18.  Assignment and Subletting. Tenant shall not assign this
Lease, or any rights under it, and shall not sublet the entire or
any  part  of  the  Real  Property, or  any  right  or  privilege
appurtenant to the Real Property, or permit any other person (the
agents  and  employees of Tenant excepted) to occupy or  use  the
entire  or  any  portion  of  the Real  Property,  without  first
obtaining   Landlord's  written  consent.  A   consent   to   one
assignment, subletting, occupation, or use by another  person  is
not  a  consent to future assignment, subletting, occupation,  or
use  by  the  same or another person. An assignment or subletting
without   Landlord's  consent  shall  be  void,  and  shall,   at
Landlord's option, terminate this Lease. No interest of Tenant in
this  Lease  shall  be  assignable by operation  of  law  without
Landlord's written consent.

     19.  Rights of Others. This Lease is subject to all existing
easements,  servitudes, licenses, and rights-of-way  for  canals,
ditches, levees, roads, highways, telephone, telegraph, electric,
power  lines,  railroads, pipelines, and other  purposes  whether
recorded or not.

     20.   Subordination. This Lease shall be subordinate to  any
mortgages, or deeds of trust that may subsequently be  placed  on
the premises, to all advances made under them, to the interest on
all   obligations   secured  by  them,  and  to   all   renewals,
replacements,  and  extensions of them.  PROVIDED,  HOWEVER,  the
mortgagee  or  beneficiary in those mortgages or deeds  of  trust
shall  recognize the Lease of Tenant in the event of  foreclosure
if  Tenant  is  not  in  default under the terms  of  the  Lease.
Subordination of the Tenant's interest is effective  without  any
further  act  of  Tenant.  Tenant shall from time  to  time  upon
Landlord's   request  execute  and  deliver  any   documents   or
instruments that may be required by a lender or other third party
to  effectuate any subordination. If Tenant fails to execute  and
deliver  any  such  documents or instruments, Tenant  irrevocably
appoints Landlord as Tenant's special attorney in fact to deliver
any such document or instrument.

     21.   Disclaimer.  Landlord makes no warranty  of  the  soil
suitability for growing crops Tenant is authorized to grow  under
this Lease.

     22.   Oil,  Gas, and Mineral Rights. All rights in minerals,
oil,  gases, and other hydrocarbons located on or under the  Real
Property, and all hunting rights are particularly reserved to the
landlord and are particularly excepted from the property  covered
by  the  terms of this Lease. Landlord agrees to reimburse Tenant
for  any  reasonable damages that Tenant sustains as a result  of
and  interference with the agricultural operations  conducted  on
the  Real Property under the terms of this Lease arising from the
exploration, drilling, or mining operations or from hunting.

     23.   Condemnation.  If  a  part of  the  Real  Property  is
condemned  for  a public or quasi-public use, and  the  remaining
part is capable of supporting an economical farming operation  by
Tenant, this Lease shall terminate, as to the part taken, on  the
date title vests in the condemnor.

     The cash rent payable under this Lease shall be adjusted  so
that  Tenant  shall be required to pay for the remainder  of  the
term  only  the portion of the rent that the value  of  the  part
remaining after the condemnation bears to the value of the entire
Real Property at the date of valuation for condemnation purposes.

If  the  entire  or  a  part of the Real  Property  is  taken  or
condemned, all compensation awarded on condemnation shall  go  to
the  Landlord, with Tenant having no claim to compensation except
that  Tenant shall be entitled to compensation for Tenant's share
of growing crops only.

All  expenses  necessary to restore fences  and  ditches  and  to
replace  access  roads lost by condemnation  shall  be  borne  by
Landlord.

If,  after  condemnation, the Real Property  is  not  capable  of
supporting  a economical farming operation by Tenant, this  Lease
shall terminate on the date title vests in the condemnor

     24.   Compliance  with  Law. Tenant shall  comply  with  all
requirements of all governmental authorities, enforced either now
or in the future, affecting Tenant's use of the Real Property.

     25.   Insolvency;  Receiver.  Any  of  the  following  shall
constitute  a breach of this Lease by Tenant: (a) the appointment
of  a receiver to take possession of all or substantially all  of
Tenant's  assets; or (b) a general assignment by Tenant  for  the
benefit  of  creditors; or (c) an action  taken  or  suffered  by
Tenant under any insolvency or bankruptcy act.

     26.   Attorney's Fees. In any action or proceeding by either
party to enforce this Lease or any portion hereof, the prevailing
party  shall be entitled to all costs incurred and to  reasonable
attorneys' fees.

     27.  Surrender of Lease - Effect on Subleases. The voluntary
or  other surrender by Tenant, or a mutual cancellation  of  this
Lease  shall not work a merger, and shall, at Landlord's  option,
terminate  all existing subleases or sub-tenancies,  or  may,  at
Landlord's option, operate as an assignment to him of any or  all
subleases or subtenancies.

     28.   Crop  Mortgages. All crop mortgages, encumbrances,  or
liens given or suffered by Tenant on the crops grown on the  Real
Property  shall be for terms or periods not extending beyond  the
term of this Lease and shall not encumber Landlord's share of the
crops.  Landlord agrees to execute any crop waiver as to Tenant's
share  of  the crops which may be submitted by Tenant. All  Liens
created by Tenant must be satisfied of record before the  end  of
the  Lease  term. If a mortgage or lien creates a  cloud  on  the
Landlord's  title,  Tenant  must pay  all  reasonable  costs  and
expenses, including attorneys' fees, for removal of the cloud.

     29.   Notice. Any notice to be given to either party by  the
other  shall be in writing and shall be served either  personally
or by certified or registered mail addressed as follows:

     If to Landlord:          Southlake Acquisition Corporation
                              P.O. Box 1410
                              Davis, CA 95617
                              Attn: Brent Bowen

     If to Tenant:            H. William Blanken
                              HWB Farms
                              335 Richardson Way
                              Hanford, CA 93230

     30.   Waiver. The waiver by the Landlord of a breach of  any
term, covenant, or condition contained in this Lease shall not be
treated as a waiver of any other term, covenant, or condition, or
breach thereof. The acceptance of rent by the Landlord shall  not
be  treated  as  a waiver of a previous breach by Tenant  of  any
term,  covenant,  or  condition of this  Lease,  other  than  the
failure  of  Tenant  to pay the particular  rental  so  accepted,
regardless  of the Landlord's knowledge of a previous  breach  at
the time of acceptance of rent.

     31.  Legal Effect. All covenants of Tenant contained in this
Lease are expressly made conditions. The provisions of this Lease
shall, subject to the provisions on assignment, apply to and bind
the heirs, successors, executors, administrators, and assigns  of
all parties to this Lease; and all parties to this Lease shall be
jointly and severally liable under it. The titles or headings  to
the  paragraphs  of this Lease are not a part of this  Lease  and
shall have no effect on the construction or interpretation of any
part of this Lease.

     32.   Further  Assurances. Each party agrees  that  it  will
execute  and  acknowledge such documents reasonably requested  by
the  other to carry out the terms, purposes, and intent  of  this
Lease,  including,  without  limitation:  (1)  a  memorandum   in
recordable form to give constructive notice of this Lease or  any
of  its terms; (2) contracts and commitments to sell crops  grown
upon  the Real Property; and (3) waivers of any interest  to  the
interest of the other party in such crops.

     33.  Time. Time is of the essence of this agreement.

The parties have executed this Lease effective as of the date and
year first above written.

     Landlord:                SOUTHLAKE ACQUISITION CORPORATION,
                              a Nevada Corporation

                              By:  /s/ Brent Bowen 
                                       Its Vice President

     Tenant:                  By:  /s/ H. William Blanken


                           EXHIBIT "A"
                                
                         HWB Lease- 1997
                                
All property described herein is located in the County of Tulare,
State of California:

     35 acres       Part of SE1/4 Section 27      T22S R23E

     221 acres      Part of E1/2 Section 34       T22S R23E

     612 acres      Part of Section 3             T23S R23E

     299 acres      Part of N1/2 Section 6        T23S R23E

     310 acres      Part of Wl/2 Section 10       T23S R23E

     143 acres      Part of E1/2 Section 10       T23S R23E

                           EXHIBIT "E"
                                
     to  PURCHASE  AGREEMENT  dated  ___________________  between
Southlake Acquisition Corporation and Jim Joseph Revocable Trust,
"Owner"; and Dana C. Hair "Buyer".

There are no items in Exhibit "E".

                           EXHIBIT "F"
                                
     to  PURCHASE AGREEMENT dated _____________ between Southlake
Acquisition Corporation and Jim Joseph Revocable Trust,  "Owner";
and Dana C. Hair "Buyer".

-   A   copy  of  the  Angiola  Water  District  Restated   Water
Distribution Agreement

-  A copy of a Fax Transmittal dated February 12, 1997 From Kevin
Johansen,  Angiola  Water  District, to  Brent  Bowen,  Southlake
Acquisition  Corporation, describing portions of " the  Property"
lying  within  the  boundaries of the  Tulare  Lake  Basin  Water
Storage District and the Tulare Lake Drainage District.

-  A  copy of the Short Term State Water Contract between  Tulare
Lake Basin Water Storage District and Southlake Acquisition Corp.
for the period January 1, 1997 through December 31, 1998.

- A copy of the Ninth Amended Rules and Regulations Governing the
Transmission of Water Under the Water Supply Contract Between the
State of California, Department of Water Resources and the Tulare
Lake Basin Water Storage District.

     
     
                        ANGIOLA WATER DISTRICT
                              RESTATED
                     WATER DISTRIBUTION AGREEMENT


DATE:  _________________, 1987

PARTIES:    First Party:   FEDERAL LAND BANK OF
                           SACRAMENTO, a corporation,
                           (hereinafter "Land Owner").

            Second Party:  ANGIOLA WATER DISTRICT, organ-
                           ized and existing under and by
                           virtue of the California Water
                           District Law, Division 13 of
                           the California Water Code,
                           (hereinafter "Angiola").

RECITALS:

       A.   Pursuant to a foreclosure of certain security
interests held by it, Land Owner acquired title to all of the real
property, located in Kings and Tulare Counties in the State of
California, included within the boundaries of Angiola.  All of said
real property is sometimes hereafter referred to as the "South Lake
Property," and is more particularly described in EXHIBIT A and
EXHIBIT B attached hereto and by this reference incorporated
herein.  The real property described in EXHIBIT A is sometimes
hereafter referred to as the "White Ranch," and the real property
described in EXHIBIT B is sometimes hereafter referred to as
"Liberty Farms."

       B.   On May 27, 1983, the predecessors in interest of
Land Owner as the owners of the South Lake Property, together with
Angiola, entered into the ANGIOLA WATER DISTRICT WATER DISTRIBUTION
AGREEMENT (hereafter referred to as the "Prior Agreement").  Said
document was recorded in the official records of Tulare County on
June 10, 1983, as Document No. 26996, in Vol. 4077, at Page 794,
and was recorded in the official records of Kings County on June
10, 1983, as Document No. 7373, in Book 1265, at Page 404.

       C.   The purposes of the Prior Agreement were to provide
that all water, regardless of its source, then available to or
historically used on the South Lake Property would be used to meet
the water needs of the South Lake Property as if such property had
remained a single unified farming entity, as was the case when it
was operated by South Lake Farms, a California corporation, prior
to the sale of the South Lake Property to the predecessors of the
Land Owner, to insure that the present or future owners of the
South Lake Property, or any part thereof, would have a voice in the
establishment of policy decisions within Angiola in proportion to
the amounts of land owned by them within the South Lake Property,
and to provide that in the event sufficient water is not available
to meet the water needs of the South Lake Property, the water and
the capacity for its transportation should be shared on a pro rata
acreage basis throughout the South Lake Property.

       D.   Section 9 of the Prior Agreement provides a
mechanism for the amendment thereof, upon the mutual written
consent of certain parties, all of whom are parties to this
Restated Water Distribution Agreement (hereinafter, "this
Agreement").

       E.   The parties hereto are basically satisfied with the
mechanisms set up by the Prior Agreement for providing water to the
South Lake Property, but believe that by amending the Prior
Agreement as set forth below, the mechanisms will be able to
function even more advantageously than in the past.  The parties
further believe that a complete restatement of all of the terms of
the Prior Agreement, as amended, in one document would minimize the
possibilities of confusion in the future.

AGREEMENT:

       NOW THEREFORE, it is mutually agreed by all of the
parties hereto that the Prior Agreement is hereby amended in its
entirety to read as follows:

       Section 1.  COVENANTS RUNNING WITH THE LAND.  All of the
agreements contained herein are expressly made for the benefit of
the South Lake Property and the owners thereof, and the benefits
and burdens created herein shall run with the South Lake Property
and with each and every lot or parcel into which the South Lake
Property may from time to time be divided, and shall be binding
upon the parties, and the heirs, successors and assigns of the
parties hereto and the present and future owners of the South Lake
Property for the benefit of the South Lake Property, or such
portion thereof as may be owned by such owners.

       Section 2.  WATER SUBJECT TO AGREEMENT.  The parties
agree that the "water subject to this Agreement" shall mean all
water or water rights, regardless of the source thereof, presently
available to, historically used on, or acquired in the future by
Angiola for use on, the South Lake Property, including, without
limitation:

               (a)  All water and water rights attributable to
     ownership of stock in Tulare Lake Water Company, Tulare Lake
     Canal Company, Liberty Farms Mutual Water Company, Southeast
     Lake Water Company, the Bayou Vista Ditch Company, and the
     Gates-Jones Mutual Water Company, whether such stock is owned
     by Land Owner, any of its successors or assigns as owners of
     all or any part of the South Lake Property, or Angiola, and
     
               (b)  All water and water rights attributable to
     membership in the Downstream Kaweah and Tule Rivers
     Association and the Kings River Water Association, and
     
               (c)  All water and water rights attributable to
     portions of the South Lake Property being located within the
     Tulare Lake Basin Water Storage District, and
     
               (d)  All non-riparian water and water rights, of
     whatever nature, in and to the Kings River, Tule River, Kaweah
     River, Deer Creek, White River, Poso Creek, Kern River, and in
     any and all other streams, surface and/or underground,
     intermittent and/or continuous which adjoin or traverse any
     part of the South Lake Property or with respect to which the
     South Lake Property or any portion thereof shall have water
     rights of any kind however acquired, and
     
               (e)  All rights whatsoever to extract water from
     Tulare Lake, and
     
               (f)  All rights whatsoever to extract ground water
     from the South Lake Property for agronomic purposes,
     
            Section 3.  TRANSFER OF WATER RIGHTS AND STOCK.  Land Owner
hereby transfers to Angiola all of its right, title and interest in
the water subject to this Agreement; provided that:

               (a)  With respect to Land owner's overlying rights
     to extract ground water for agronomic purposes from below its
     property for use on its property, the rights so transferred
     shall be exclusive,
     
               (b)  With respect to Land Owner's overlying rights
     to extract ground water for any other purposes from below its
     property for use on its property, the rights so transferred
     shall be non-exclusive, as more fully set forth in Section 10
     below,
     
               (c)  If at any time a court or other forum of
     competent jurisdiction shall determine that Angiola's
     extraction of ground water for agronomic purposes for use on
     overlying land pursuant to this Agreement is not an overlying
     use, then, at the time such order or judgment becomes final,
     the overlying ground water rights transferred herein shall
     revert to the then fee owners of the lands from which such
     rights are derived, but such water rights shall remain water
     subject to this Agreement, and
     
               (d)  Notwithstanding any other provision of this
     Agreement, the parties hereto do not intend to transfer, and
     do not transfer, any water right to Angiola which right would
     be lost by severance as a result of such transfer.
     
            The parties further declare that similar water rights were
transferred by Land Owner's predecessors in interest as owners of
the South Lake Property pursuant to the terms of the Prior
Agreement, and that the transfer of water rights set forth in this
Agreement is not meant to imply that the previous transfers were
not effective.  The transfer of water rights set forth in this
Agreement is meant only to reconfirm the previous transfers, to the
extent that such previous transfers conveyed water rights also
conveyed by the terms of this Agreement.  To the extent that it
might be asserted that the water rights transferred pursuant to the
terms of the Prior Agreement conveyed to Angiola water rights which
are not also included within the terms of this Agreement, Angiola
quitclaims such water rights to the parties originally conveying
such rights to Angiola, or to their respective successors in
interest.

       Land Owner also hereby transfers to Angiola all of its
right, title and interest in any non-appurtenant stock in Tulare
Lake Water Company, Tulare lake Canal Company, Liberty Farms Mutual
Water Company, Southeast Lake Water Company, the Bayou Vista Ditch
Company, and the Gates-Jones Mutual Water Company.

       All of the parties agree to execute whatever documents and
take whatever further steps may be necessary to formalize any of
the transfers accomplished pursuant to this Section, including
obtaining approval of such transfer, when required, by other water
distribution organizations.

       Section 4.     TRANSFER OF WATER DISTRIBUTION FACILITIES. 
Land Owner hereby grants and transfers to Angiola all those
existing water works, water distribution facilities and equipment
presently available to or historically used in connection with the
South Lake Property, including, without limitation, all existing
ditches, canals, pipes, pumps, motors, tanks, gates, weirs and
other devices, and excluding only wells and related facilities. 
Land Owner also hereby grants and transfers to Angiola permanent
easements for and rights of access to such existing water works and
water distribution facilities.  It is the intention of the parties
that such existing water works, water distribution facilities and
easements shall become the property of Angiola.  Such existing
water works, water distribution facilities and easements are more
particularly described in EXHIBIT C attached hereto and by this
reference incorporated herein.

       Land Owner hereby grants to Angiola a permanent non-
exclusive easement and right of use and access in and to all
existing wells and related facilities located on the South Lake
Property.  It is not the intention of the parties that any of the
foregoing shall become the property of Angiola.  Such items shall
remain the property of the respective owners of the South Lake
Property.  Nevertheless, Angiola shall, at all times it is not in
material default of its obligations under this Agreement, be
entitled to the exclusive use of such items.

       For the purposes specified in this Agreement, the parties
agree to use their best efforts to grant to Angiola a right of use
in and to that portion of the Wellfield Systems Ditch extending
across Section 22, Township 22 South, Range 23 East, M.D.B. & M.,
and in and to the Wilbur Ditch, running northerly from the
northwest corner of Liberty Farms along the boundary between Range
20 East and Range 21 East, M.D.B. & M., title to both of which is
in W.H. Wilbur Reclamation District No. 825.

       In addition to the foregoing provisions of this Section 4,
Angiola shall retain its full rights under law to purchase,
construct, condemn or otherwise acquire such facilities in the
future.  Angiola shall also have the right, and hereby agrees, to
make such repairs and replacements of such existing water works and
water distribution facilities and any water wells located on the
South Lake Property, and to undertake such construction, including
the drilling of new water wells, as is reasonably necessary to
maintain the historic capacity of said existing water works,
facilities and wells, and to provide such increased capacity as the
Board of Directors of Angiola may determine to be necessary in the
future.  Angiola shall also have the right, at reasonable times and
places, to enter upon any portion of the South Lake Property as may
be necessary to carry out such activities, without unreasonably
interfering with the surface use of the portion of the South Lake
Property entered upon.  However, it is not the intention of the
parties that Angiola shall have the right to construct, maintain,
operate or use any existing or future sub-surface drainage works
upon the South Lake Property.  All such matters shall remain in the
sole discretion of the applicable respective owners of the South
Lake Property.

       The parties further acknowledge that the South Lake Property
is presently affected by the following agreements and grants of
easement:

                    (a)  License Agreement dated July 7, 1971, by and
     between South Lake Farms and Salyer Land Company, concerning
     the Wilbur Ditch.
     
                    (b)  License Agreement dated August 1, 1971, by and
     between South Lake Farms and J.G. Boswell Company ("Boswell"),
     concerning Wilbur Ditch.
     
                    (c)  Canal Use Exchange Agreement dated December 10,
     1974, by and between South Lake Farms and Boswell.
     
                    (d)  Agreement For Canal Right of Way and For
     Construction and Maintenance of Canal, dated March 1976, by
     and between South Lake Farms and Salyer Land Company.
     
                    (e)  Agreement For Construction of Interceptor Ditch
     dated September 8, 1976, between and among South Lake Farms,
     Salyer Land Company, and Boswell.
     
                    (f)  Agreement For Exchange of Easements and Other
     Rights and Relating to Storage Use of South Wilbur Area, dated
     December 10, 1980, by and between South Lake Farm and Boswell.
     
                    (g)  Letter Agreement amending the agreement
     referred to in item (f) above, dated March 19, 1981, between
     South Lake Farms and Boswell.
     
                    (h)  Grant of Easement relating to "North Wilbur,"
     dated March 20, 1981, between Boswell and Wilbur Reclamation
     District No. 825, a California Reclamation District
     ("Wilbur").
     
                    (i)  Agreement For Enlargement and Use of the Wilbur
     Ditch and South Wilbur Levee, dated March 20, 1981, between
     South Lake Farms, Wilbur, and Boswell.
     
                    (j)  Grant of Easement relating to "West Homeland,"
     dated March 20, 1981, between South Lake Farms and Boswell.
     
                    (k)  Grant of Easement relating to "Lateral A
     (Sections 7 and 8-23-22)," dated March 20, 1981, between South
     Lake Farms and Kings County Canal Company ("KCCC").
     
                    (l)  Grant of Easement relating to "Lateral A
     (Sections 9 and 10-23-22)," dated March 20, 1981, between
     South Lake Farms and KCCC.
     
                    (m)  Grant of Easement relating to "Lateral A and
     System Ditch (Section 11-23-22)," dated March 20, 1981,
     between South Lake Farms, Boswell, and KCCC.
     
                    (n)  Grant of Easement relating to "Homeland Canal,"
     dated March 20, 1981, between South Lake Farms and Boswell.
     
                    (o)  Grand of Easement relating to "Homeland Canal,"
     dated March 20, 1981, between South Lake Farms and KCCC.
     
                    (p)  Grand of Easement relating to "Lateral A and
     System Ditch (Sections 7 and 8-23-22)," dated March 20, 1981,
     between South Lake Farms and KCCC.
     
                    (q)  Grant of Easement relating to "Lateral A
     (Sections 9 and 10-23-23)," dated March 20, 1981, between
     South Lake Farms and KCCC.
     
                    (r)  Grand of Easement relating to "Lateral A and
     System Ditch (Section 12-23-33)," dated March 20, 1981,
     between South Lake Farms, Boswell and KCCC.
     
               The parties agree that all costs, expenses, indemnities,
     prorations and payments called for in such agreements and
     grants of easement to be made by South Lake Farms or Wilbur
     shall be deemed an expense of Angiola, and shall be subject to
     the provisions of this Agreement.
     
            Section 5.     AVAILABILITY AND DISTRIBUTION OF WATER.  The
parties agree that all water subject to this Agreement, other than
surplus water sold for use outside the boundaries of Angiola
pursuant to the provisions of California Water Code Section 35425,
and the capacity for its production, transportation and
distribution shall be made available equally on a pro rata acreage
basis to all lands within the South Lake Property, with no
distinctions made between the White Ranch, Liberty Farms, or any
portion of either of them, to the fullest extend possible.

       Notwithstanding anything to the contrary set forth elsewhere
in this Agreement, for purposes of determining the availability of
water pursuant to the terms of this Section 5, and for purposes of
determining the allocation of standby charges pursuant to the terms
of Section 8 below, the following areas shall not be considered to
be a part of the South Lake Property:

                    (a)  Any property lying within Township 24 South,
          Range 20 East, M.D.B. & M,
          
                    (b)  That portion of Liberty Farms located within
          Township 22 South, Range 23 East, M.D.B. & M, and
          
                    (c)  Those drainage ponds, consisting of
          approximately 640 acres, located within Sections 23 and
          26, Township 23 South, Range 21 East, M.D.B. & M.  Such
          ponds may once again be included within the scope of the
          term "South Lake Property", for purposes of Sections 5
          and 8 herein, at such time as they are returned to
          agricultural production, upon the request of the owner
          thereof.
          
       The acreage of the lands within the South Lake Property may
be determined by Angiola, for any purpose under this Agreement, by
reference to the assessor's parcel records of the county in which
the land in question is located, as such records exist from time-to-time.
All the parties hereto understand, agree and acknowledge
that in order for each acre within the South Lake Property to
receive, or have the right to receive, the same amount of water,
different water, water rights, water capacity, and sources of water
will have to be utilized, regardless of relative cost of water from
different sources.  This pro rata acreage availability standard
shall apply regardless of crop requirements, hardship from drought,
or other public or private emergency, but shall not be construed to
include a requirement that water from any specific source or under
any particular right must itself be distributed on a pro rata
acreage basis throughout the South Lake Property.

       Having made water available to the lands within the South
Lake Property on a pro rata acreage basis as set forth in the
preceding paragraph, Angiola may distribute water on other than a
pro rata acreage basis if any owners of land within the South Lake
Property chose to take less than the amount of water to which they
would otherwise be entitled.  Any water made available as a result
of such a choice by an owner shall be made available on a pro rata
acreage basis to the other owners of land within the South Lake
Property.

       Nothing in this Agreement shall be meant to imply that
Angiola will have any obligation to deliver water to any lands not
directly served by the water distribution facilities transferred
pursuant to the terms of Section 4 above.  Its obligation to make
water available on a pro rata acreage basis, set forth in this
Section, shall be satisfied by making the water available  to a
point in such water distribution facilities selected by the land
owner to whom the water is being made available.  The exact time
and amount of each delivery shall be at the discretion of Angiola,
taking into account available supplies, overall demand for
deliveries, and such other factors as Angiola may determine to be
appropriate.

       Nothing in this Agreement shall require any party or owner
of a portion of the South Lake Property to apply its allocation of
water on a particular portion of such party's or owner's lands, and
each party or owner may determine where, within the South Lake
Property, such allocation may be applied, subject to any
limitations imposed by law, or by agreement to which any party or
owner may be bound upon acquisition of a portion of the South Lake
Property.

       Notwithstanding the foregoing, if, by reason of the
assertion, directly or indirectly, by an owner of any interest in
any portion of the South Lake Property of any legal or contractual
limitation, Angiola is unable to furnish a pro rata share of water
subject to this Agreement to all or any portion of the South Lake
Property, then the share of the water subject to this Agreement
that would be available for beneficial use on said lands if such
limitation did not exist may  not be put to beneficial use on any
portion of the South Lake Property in which the owner asserting
such limitations owns any interest, except with the written consent
of the owner of record of said unserved lands.  Said right of
consent is in addition to all other rights and remedies available
hereunder to the owner of the unserved lands.  The owner asserting
such limitations shall become liable for all delivery charges in
connection with such pro rata share of the water subject to this
Agreement.  If, by reason of the assertion of such legal or
contractual limitations by any person or entity not owning, either
directly or indirectly, any interest in any portion of the South
Lake Property, Angiola is unable to furnish a pro rata share of
water subject to this Agreement to all or any portion of the South
Lake Property, Angiola shall be entitled to furnish such water for
use or to transfer such water to the fullest extent permitted by
law, and to obtain by purchase, exchange, or otherwise sufficient
water from other sources to furnish to the portion of the South
Lake Property to which a pro rata share of the water subject to
this Agreement could not be furnished an amount of water equal to
that to which it would have been entitled had such legal or
contractual limitations not existed.  Any additional cost of
obtaining such replacement water need not be borne solely by the
land to which it is furnished, but may, in the discretion of the
Board of Directors of Angiola, be spread among all of the owners of
the South Lake Property.

       Also notwithstanding the foregoing, to the extent that any
owner of a portion of the South Lake Property holds any riparian
rights to water which either is commingled with or may conveniently
be commingled with water distributed pursuant to this agreement in
any water works or water distribution facilities operated by
Angiola, such riparian water may be delivered by Angiola to the
land entitled thereto as if it were water subject to this
Agreement.

       The transfer to Angiola of the water subject to this
Agreement, pursuant to the provisions of Section 3 above, and the
transfer to Angiola of water distribution  facilities pursuant to
Section 4 above, are specifically made subject to the provisions of
this Section.

       Section 6.  USE OF WATER RIGHTS.  Angiola shall exercise all
water rights currently owned by it, transferred pursuant to Section
3 hereinabove to it, or at any time in the future acquired by it,
in such a fashion as to maximize its ability to distribute water
pursuant to the provisions of Section 5 hereinabove.

       Section 7.  DEVELOPMENT OF WATER RESOURCES.  In order to
perfect Angiola's ability to deliver water consistent with the
provisions of this Agreement at the lowest possible cost to all of
the present or future owners of the South Lake Property, Angiola
shall have, in addition to the powers set forth in Section 5 above,
the power to establish surface or underground reservoirs, to enter
into agreements for the exchange of water, to exercise its right of
condemnation, to store water delivered to it in current years for
use in future years, to conduct engineering and technical studies,
to commingle water from various sources (both inside and outside
the District) and to acquire water by purchase, by exchange or by
acceptance of overflow and surplus water, maintaining records of
the sources thereof so that the rights of the District therein
shall be maintained.  Land Owner agrees not to drill any new wells,
or otherwise develop any ground water resources in its individual
capacities, other than as set forth in Section 10 below, so long as
no party to this Agreement is in material breach of any of the
obligations set forth herein; provided, that in this regard a
party's own material breach shall not justify that party drilling
any new well or developing any water resources in its individual
capacity.  In the event that any owner of a portion of the South
Lake Property shall nevertheless drill any new wells, or otherwise
develop any ground water resources in violation of the provisions
of this Section, then such wells and ground water resources shall
be subject to all of the terms of this Agreement, including without
limitation, the grant of a permanent easement in such items
contained in Section 4 above, the same as if they had existed at
the time of the execution hereof.

       Section 8.  CHARGES FOR WATER.  Angiola shall raise its
revenues to meet expenses and to finance its activities undertaken
by reason of this Agreement primarily by means of charges,
including standby charges, pursuant to Article 4 of Chapter 2 of
Part V of the California Water District Law.  Standby charges,
reflecting the fixed costs of making water available to the South
Lake Property, shall be fixed and applied on a pro rata acreage
basis to the South Lake Property, as that term is modified pursuant
to the terms of Section 5 above, without regard to the amount of
water used, without distinction to the type of use, and without
differentiation based upon differing costs of water from different
sources.  All other costs of making water available to the South
Lake Property shall be met by delivery charges, to be fixed and
applied as determined from time-to-time by the Board of Directors
of Angiola, taking into account the actual deliveries of water
made.  It is the intention of the parties that, under circumstances
were the owners of the South Lake Property are each  making use of
approximately the pro rata share of water made available to them,
and all the water from various sources delivered by Angiola is of
substantially equal quality for irrigation purposes, the Board of
Directors of Angiola will ordinarily fix such delivery charges at
an equal amount of each unit of water delivered anywhere in the
South Lake Property, without regard to the particular source or 
marginal cost of producing or delivering any such unit of water.
All charges shall be due and payable at such times as may be
determined by the Board of Directors of Angiola.  Nothing in this
Agreement shall limit the right of Angiola to collect any such
charges in any manner authorized by law.  Angiola may also raise
revenues by means of assessment.

       Section 9.  AGREEMENTS AMONG OWNERS OF LAND.  The parties
recognize that, although the distribution of water subject to this
Agreement and allocation of costs therefor are governed by the
provisions of Sections 5 and 8 above, the owners of the South Lake
Property may, from time-to-time, make agreements between themselves
to sell or exchange certain of the water to which each of them is
entitled pursuant to the terms of this Agreement.  So long as the
water affected by such agreements is not transported for use
outside the boundaries of Angiola, Angiola may, upon receipt of
written notice of the terms thereof, recognize such agreement, and
deliver water in accordance therewith.  Any such agreements shall
not be effective for periods of more than one year, and shall not
affect the obligation of any party to pay any charges allocated to 
him pursuant to Section 8 above.  In addition, Angiola may be
requested by the parties to any such agreements to make appropriate
adjustments in its records of payments of charges for such parties
to reflect any consideration paid for water transferred pursuant to
such agreements.  Such adjustments shall only be made annually,
upon written request of the parties involved, and may be
discontinued at any time by Angiola.

       Section 10.  WATER FOR DOMESTIC PURPOSES.  Angiola shall not
provide water for human consumption, for any other domestic use, or
for animal husbandry purposes.  Notwithstanding any other
provisions in this Agreement, the owners of the South Lake Property
shall continue to have the right, to the extent that there is no
adverse impact on the ability of Angiola to produce groundwater for
agronomic purposes, to develop groundwater resources for domestic
or animal husbandry purposes, including without limitation the
right to drill wells and related facilities for such purposes, and
any water so produced for such purposes shall not be water subject
to this Agreement.  Any owner of land in the South Lake Property
desiring to develop groundwater resources for such purposes shall,
however, give Angiola ninety (90) days prior written notice of any
such development.

       Section 11.  COVENANT TO PAY CHARGES; TERMINATION OF WATER
DELIVERIES.  Land Owner agrees to pay in a timely fashion all
charges, including standby charges, levied upon the South Lake
Property.  In the event that Land Owner, or any future owner of any
portion of the South Lake Property, shall not pay when due any
charge or assessment imposed by Angiola, then the Board of
Directors of Angiola shall, on such terms and conditions as it may
deem by resolution to be appropriate, cease deliveries of water to
any land owned by such defaulting owner until such charge, together
with any applicable penalties, late charges and interest, shall
have been paid.  Any cessation of water deliveries occurring
pursuant to the terms of this Section shall not be deemed a failure
of Angiola to comply with the provisions of Section 5 above
regarding the distribution of water.

       Section 12.  DETACHMENT OF LAND FROM DISTRICT.  In the event
that any part of the South Lake Property is detached from Angiola,
so that it is no longer included within the boundaries thereof,
such detached land shall no longer be entitled to receive any of
the water subject to this Agreement from Angiola, nor shall it be
subject to any charges or assessments imposed by Angiola. 
Notwithstanding the foregoing, however, all transfers to Angiola of
water subject to this Agreement, or of any other personal or real
property, other than any transfers of rights to extract groundwater
and right to the use of wells, by any then current or prior owner
of such detached land, shall remain effective.  In the event of
such detachment, any rights to extract groundwater and to the use
of wells attributable to the ownership of the land being detached
shall revert to the owner of such land.  All covenants contained in
this Agreement which are stated to be covenants running with the
land pursuant to the provisions of Section 1 above, shall continue
to bind such detached land and the owners thereof as if it were
still included within the South Lake Property.  From and after the
effective date of the detachment of any land from Angiola, it shall
no longer be considered as a part of the South Lake Property for
purposes of this Agreement, except as otherwise set forth in this
Section.  Angiola shall, upon written request, execute and record
any documents necessary to make the effects of this Section matters
of public record.

       Section 13.  PROTECTION OF GROUND WATER RIGHTS.  Angiola
shall use its best efforts to protect the ground water rights
attributable to the South Lake Property.  To fulfill this
obligation, Angiola may, without limitation, file with the State
Water Resources Control Board statements pursuant to Water Code
Sections 1005.1 through 1005.4, develop and implement a ground
water pumping program designed to insure and protect the ground
water rights attributable to the South Lake Property against loss
or limitation by any cause whatsoever, and/or do all such other
acts as are necessary from time-to-time to protect said ground
water rights.  Further, the other parties agree to fully cooperate
with Angiola in carrying out the provisions of this Section.

       Section 14.  WATER CONSERVATION.  Angiola shall at all times
in performing its obligations under this Agreement promote the
effective use and conservation of the water available to it, and
shall avoid unnecessary depletion of ground water resources, by
utilizing surface water in place of pumping such ground water
whenever possible, consistent with the efficient use of water and
the need to minimize expenses.

       Section 15.  FOREIGN WATER.  The parties acknowledge that
from time-to-time any of the owners of the South Lake Property may
have the opportunity to acquire water from sources outside the
boundaries of Angiola, which is not water subject to this Agreement
(such water hereinafter being referred to as "foreign water"), but
which such owner intends for use within the boundaries of Angiola. 
Such owner shall have the right to import such foreign water and to
use it on any portion of the South Lake Property which he owns,
provided that his right to use any portion of the water
distribution system owned or operated by Angiola shall be subject
to the following conditions:

                    (a)  The use of any portion of the water
          distribution system owned and operated by Angiola shall
          at all times be subordinate and subservient to the
          paramount obligation of Angiola to deliver water subject
          to this Agreement in accordance with the terms set forth
          in this Agreement.
          
                    (b)  The land owner acquiring the foreign water
          shall make such water available to all of the other
          owners of land within the South Lake Property on a pro
          rata acreage basis, at a price equal to that paid by such
          land owner for such foreign water.  Any foreign water
          made available to an owner of land who chooses not to
          purchase it, shall be made available on a pro rata
          acreage basis to the other owners of land within the
          South Lake Property.  Such foreign water shall be
          delivered on a pro rata acreage basis to those owners of
          land within the South Lake Property who have agreed to
          purchase all or any portion of such foreign water made
          available to them.  Such foreign water must be paid for
          in cash, in advance of any deliveries.
          
                    (c)  Any land owner to whom such foreign water is to
          be delivered shall pay whatever delivery charge as the
          Board of Directors shall determine is appropriate, in
          cash, prior to being entitled to the delivery of any such
          foreign water by means of any portion of the water
          distribution system owned or operated by Angiola.
          
       Section 16.  NOTICE TO GRANTEES.  Each party hereto agrees
that upon any transfer by them of ownership of any portion of the
South Lake Property, the grant deed or other document accomplishing
such transfer shall make specific reference to the existence of
this Agreement.  The failure to include such reference shall not,
however, effect the binding nature of this Agreement on any
transferee.

       Section 17.  NOTICES.  Any notice of demand required or
permitted under this Agreement shall be deemed made when personally
delivered or three (3) days following deposit in the United States
mail, first class, postage prepared, and addressed:

                    (a)  In the case of Land Owner to:
                    
                         General Counsel
                         Federal Land Bank of Sacramento
                         P.O. Box 13106-C
                         3636 American River Drive
                         Sacramento, CA. 95813
                         
                    (b)  In the case of Angiola to:
                         Angiola Water District
                         P.O. Box 1236
                         Corcoran, California 93212
                         Attn:  Mike Steele
                         
                    With copies to:
                    
                         William A. Dahl
                         Thomas, Snell, Jamison, Russell,
                         & Asperger, P.C.
                         P.O. Box 1461
                         Fresno, California 93716
                         
Any party may change its address by giving notice in accordance
with this Section to the other parties.  Any new owner of record of
any portion of the South Lake Property shall give notice to all
other parties of its address, and Angiola shall send to such new
owner the address of all other land owners of which it has been
given notice.

       Section 18.  POWERS OF ANGIOLA.  Notwithstanding anything
in this Agreement, Angiola shall possess all powers and enjoy all
privileges vested in it by California Water District Law, provided
that Angiola shall exercise those powers and privileges, and adopt
bylaws in furtherance thereof, in a manner consistent with this
Agreement, including but not limited to, distributing water on a
pro rata acreage basis, as set forth in Section 5; and further
provided that as a condition precedent to the signing of any
contract or the making or the failure to make any election with the
United States of America, the State of California, or any agency of
either, or with any public agency, the effect of which contract,
election or failure to make an election would be subject landowners
of any portion of the South Lake Property to acreage limitations or
to a requirement of divestment of acreage as a condition to
receiving water, Angiola shall first obtain the written consent of
any landowner so affected.

       Section 19.  RECORDING.  After execution of this Agreement,
the parties agree to promptly execute, acknowledge and record
complete copies hereof, in the official Records of Kings and Tulare
Counties.

       Section 20.  LIMITATIONS.  No party shall use, permit or
suffer the actual or possible use of the water subject to this
Agreement outside the South Lake Property except as a result of
sales of surplus water pursuant to California Water Code Section
35425, or except as may be an unavoidable result of Angiola's
operations as herein authorized.  The rights and obligations of
this Agreement are subject to any limitations imposed by law, or by
agreement to which any party is or will be bound upon acquisition
of the South Lake Property.

       Section 21.  REMEDIES.

                    (a)  In the event that any party fails to perform
          its obligations hereunder, the parties acknowledge that
          the rights created by this Agreement constitute a
          valuable property right, that such property right is
          unique in nature, that damages are incapable of being
          ascertained and will be inadequate to compensate the
          parties for the irreparable detriment that will be
          suffered by failure of that party to perform its said
          obligations.  The parties therefore agree that a non-
          defaulting party shall have all remedies now or hereafter
          available at law or in equity, including, without
          limitation, the right to obtain an injunction or specific
          performance of this Agreement, and said remedies shall be
          deemed cumulative and not exclusive.
          
                    (b)  The rights affected hereby are property rights
          constituting fundamental rights of the parties hereto.
          
       Section 22.  SEVERABILITY.  If any word, phrase, clause,
sentence or paragraph of this agreement is, or shall be, invalid
for any reason, the same shall be deemed severable from the
remainder and shall in no way affect or impair the validity of this
Agreement or any portion thereof.

       Section 23.  ATTORNEYS' FEES.  In the event any party hereto
commences an action against any other party hereto to enforce any
obligation hereunder, the prevailing party shall be entitled to
recover reasonable attorneys' fees and costs as fixed by the court
in that action or in a separate action brought for that purpose;
provided, however, that in the event that Angiola is a non-
prevailing party in any such action, and is obligated to pay such
attorneys' fees and costs to a prevailing party who also owns land
within the South Lake Property, then no part of any charges imposed
by Angiola to cover the expense of payment of such fees and costs
shall be imposed upon such prevailing party.

       Section 24.  BOARD OF DIRECTORS.  The holders of title to
the lands within the South Lake Property shall cast their votes for
directors, or join in nomination of directors, in such manner that
two of the seven directors of Angiola shall be chosen by the owners
of record of White Ranch, that four of the directors of Angiola
shall be chosen by the owners of Liberty Farms, and that the
seventh director of Angiola shall be chosen by all of the owners of
record of land within Angiola, with each such owner in each such
case being entitled to the same proportionate voting strength as
would have been the case if each acre  of land within the South
lake property was entitled to one vote and cumulative voting was
permitted.  The seventh director shall, when possible, be an
independent director, not related to any of the other owners of
record within Angiola, but with experience in matters of water
distribution and water district administration if possible.  The
parties agree to use their best efforts to fill vacancies on the
Board of Directors of Angiola in a manner consistent with the
purposes of this Section.

       Section 25.  APPOINTMENT OF AGENT.  With respect to any
water subject to this Agreement which is not currently transferred
to Angiola, or with respect to any such water which any of the
parties hereto is legally prevented from transferring to Angiola,
each party owning any such water hereby designates and appoints
Angiola as its sole and exclusive agent to exercise all rights and
privileges associated with the ownership of such water, in a manner
consistent with the terms of this Agreement, as if the ownership of
such water had been transferred to Angiola pursuant to the terms of
this Agreement but also in a manner consistent with the rights and
incidents of actual ownership of such water.  The parties further
agree and affirm that any agency created by the terms of this
Section is a power coupled with an interest in a portion of the
South Lake Property, shall not be affected by the subsequent
incapacity or death of any party or any of their successors, and
shall continue in effect for so long as this Agreement continues in
effect.

       Section 26.  EFFECT ON PRIOR AGREEMENTS.  All of the parties
hereby mutually agree that the Agency Agreement referred to in
Recital F of the Prior Agreement is rescinded and of no further
force or effect.  All of the parties further agree that this
Agreement is intended to be a complete restatement of the Prior
Agreement, superseding all of the terms and conditions thereof, but
without affecting the validity of any transfers of water rights or
other interests in property from any of the parties to the Prior
Agreement to Angiola.

       Section 27.  TRANSFER AND REVERSION OF WELL FIELD.  The
parties acknowledge that, simultaneously with the recording of this
agreement, Land Owner is granting to Angiola certain real property
located within the South Lake Property, more particularly described
in EXHIBIT D attached hereto (the "Well Field").  It is intended
that Angiola shall continue to own the Well Field for as long as
this Agreement shall continue in effect.  In the event that any
time this Agreement shall cease to be binding on the parties, then
the Well Field shall be conveyed to the owners of record at that
time of whatever portion of Liberty Farms is then within the
boundaries of Angiola, as tenants in common, in undivided interests
corresponding to the acreage in such portion of Liberty Farms owned
by each such owner of record.

       Section 28.  NOTICES OF INTENT TO PRESERVE.  In the event
that the transfer of the Well Field referred to in Section 27
above, or any other transfer of property accomplished by this
Agreement, is deemed to be the transfer of a fee simple subject to
a restriction in the form of a condition subsequent pursuant to the
terms of Section 885.020 of the California Civil Code, or any
successor statute, then the parties agree to cooperate in the
execution and recording of appropriate notices of intent to
preserve any power of termination associated therewith pursuant to
the provisions of Section 885.030 (a)(2) or (3), or any successor
statute, prior to the date which is thirty (30) years from and
after the date of the execution of this Agreement.

       Section 29.  BINDING EFFECT.  The parties agree that this
Agreement is intended to be and shall be binding on each of them
and their heirs, successors and assigns.  Specifically, but not by
way of limitation, any reference herein to Land Owner, or to the
parties, shall be interpreted to include any future owner of record
of any portion of the South Lake Property, the same as if such
future owner has owned such portion at the time of the execution of
this Agreement, and such owner had been one of the original parties
hereto.

       Section 30.  FURTHER ASSURANCES.  The parties agree to do
such further acts and execute such further documents as may be
necessary to implement the terms of this Agreement.

       Section 31.  MUTUAL WRITTEN CONSENT.  This Agreement sets
forth the entire agreement of the parties, and incorporates all
discussions between the parties.  This Agreement may not be
revoked, terminated or amended without the mutual written consent
of the owners of record of the entire South Lake Property and of
Angiola.

       IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date and year first hereinabove written.

                              LAND OWNER:
                              
                              FEDERAL LAND BANK OF
                              SACRAMENTO, a corporation
                              
                              By:  ______________________
                                          President
                              
                              By:  ______________________
                                          Secretary
                              
                              
                              ANGIOLA:
                              
                              ANGIOLA WATER DISTRICT
                              
                              By:  _____________________
                              
                              By:  _____________________
                              
STATE OF CALIFORNIA     )
                        )    ss.
COUNTY OF _________     )

         On this ____ day of ____________, 19__, before me, the
undersigned, a Notary Public in and for the State of California,
personally appeared __________________ and _________________,
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the persons who executed the within
instrument as President and Secretary, respectively, of FEDERAL
LAND BANK OF SACRAMENTO, the corporation therein named, and
acknowledged to me that such corporation executed the same.

         IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal the day and year in this Certificate first
above written.


                              ___________________________________
                              Notary Public in and for said State
                              
                              
STATE OF CALIFORNIA )
                    )    ss.
COUNTY OF _________ )

          On this ____ day of
____________, 19__, before me, the undersigned, a Notary Public in
and for the State of California, personally appeared
__________________ and _________________, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the
persons who executed the within instrument as _____________ and
______________, respectively, of ANGIOLA WATER DISTRICT, a
California Water District, and acknowledged to me that said
district executed the same.

          IN WITNESS WHEREOF, I have
hereunto set my hand and affixed my official seal the day and year
in this Certificate first above written.


                              ___________________________________
                              Notary Public in and for said State
                              
                              
                      ANGIOLA WATER DISTRICT

c/o Provost & Pritchard, Inc.                Phone (209) 449-2700
286 W. Cromwell Avenue                         FAX (209) 449-2715
Fresno, California 93711-6162


                         FAX TRANSMITTAL


DATE:     February 12, 1997

TO:       Brent Bowen                   FAX Number:  916-878-8946
          Southlake Acquisition Corp.

FROM:     Kevin Johansen                     Job Number:  9730100

SUBJECT:  TLBWSD and TLDD Boundaries

Number of Pages:  2 (including this page)

Original to follow by mail? No

Attached is a map showing the boundaries of Tulare Lake Basin
Water Storage District (TLBWSD) and Tulare Lake Drainage District
(TLDD) in relation to the White Ranch.  It appears that the
following land is in these districts:

     In both TLBWSD & TLDD
          NE/4 Section 11
          Section 12
          Section 18
          SW/4 Section 8

     In TLBWSD (but outside TLDD)
          SE/4 Section 8
          22 + or - acres in Section 15

     In TLDD (but outside TLBWSD)
          E/2 Section 31
          Section 6
          SW/4 Section 5
          Section 7
          NW/4 Section 8

If you have any questions, give me a call.

If you do not receive all of the pages indicated, please give us
a call at (209) 449-2700.


[Map showing the boundaries of Tulare Lake Basin
 Water Storage District and Tulare Lake Drainage
  District in relation to the White Ranch]

                TULARE LAKE BASIN WATER STORAGE DISTRICT
                            Established 1926
              1109 Whitley Avenue, Corcoran, California 93212
                Phone (209) 992-4127 . FAX (209) 992-3891

                                        December 20, 1996

Landowners of
the Tulare Lake Basin
Water Storage District

                                   Re:  1997 & 1998 Short Term
                                        State Water Service Contract
                         
Dear Landowner:

With respect to the 1997 & 1998 Water Service Contract, please find
enclosed the following:

1.   One copy of the 1997 & 1998 Short Term State Water Service
     Contract;
2.   Two Signature Pages; and
3.   One copy of Landowner Requested Participation Sheet.

Should you desire to participate in State Project Water for the
1997 & 1998 period, either for yourself or on behalf of your
tenant, please sign the two (2) enclosed signature pages [Page 22
of the Contract] as Landowner.

With reference to the Landowner Requested Participation Sheet,
please check the appropriate line.  Near the bottom of this sheet,
please indicate the name of your authorized Agent, if applicable. 
All correspondence and billings will be forwarded to your Agent,
unless otherwise directed.  Sign and date the Participation Sheet.

Please return the two (2) copies of the signed signature pages and
the Landowner Requested Participation Sheet.  The District will
return one fully signed copy of the signature page to attach to
your copy of the 1997 & 1998 Contract.  We ask that the signature
pages and the Landowner Requested Participation sheet be returned
not later than January 31, 1997.  This will enable the District to
expedite finalizing the 1997 & 1998 allocation of Table A Water to
all the participating Landowners.

Based upon the final allocation of Table A water for State Project
Water in 1997 & 1998, a revised Exhibit A, indicating each Water
User's Table A Water will also be forwarded for attachment to your
copy of the Contract.

If you do not desire to participate in the 1997 & 1998 Contract,
return only the Participation Sheet signed with the appropriate
line checked.

Should you have questions, please call our office.

                              Yours truly,
                              
                              /s/ Brent L. Graham
                              
                              Brent L. Graham
                              Manager
blg/em
Enclosures (4)

 COMPRISING TULARE LAKE BASIN IN KINGS AND TULARE COUNTIES, CALIFORNIA


           SHORT TERM STATE WATER SERVICE CONTRACT
                            BETWEEN
            TULARE LAKE BASIN WATER STORAGE DISTRICT
                              AND
                   SOUTHLAKE AQUISITION CORP.
                 FOR AGRICULTURAL WATER SERVICE
                         FOR THE PERIOD
           JANUARY 1, 1997 THROUGH DECEMBER 31, 1998

                     1997& 1998 SHORT TERM
                  STATE WATER SERVICE CONTRACT

    This contract, hereinafter referred to as "Water Service
Contract," made and entered into on the effective date hereof, in
pursuance of powers granted by Division 14 of the Water Code of
the State of California, by and between TULARE LAKE BASIN WATER
STORAGE DISTRICT, hereinafter referred to as "District," a
California Water Storage District organized and existing under
provisions of said Division 14 of the California Water Code and
the undersigned landowner(s), hereinafter sometimes referred to
as "Water User(s),"

  WITNESSETH, that:

                      EXPLANATORY RECITALS

    WHEREAS, District has duly, regularly, and according to law,
entered into a contract with the State of California, Department
of Water Resources, for a water supply, which contract is dated
December 20, 1963; and, 

    WHEREAS, said contract has been amended from time to time
and may be so amended in the future from time to time; and, 

    WHEREAS, said contract as now amended and as may be amended
is referred to herein as the "State Contract"; and, 

    WHEREAS, District duly, regularly, and according to law,
adopted General District Project No. 4, which Project provided
among other things for the construction of Laterals A and B as
conduits for the transmission of water acquired under the terms
of State Contract from the California Aqueduct; and, 

    WHEREAS, the District transmission facilities have been
completed; and, 

    WHEREAS, by the terms of the State Contract, District is
obligated to pay for Project Water whether or not District fails
or refuses to accept delivery or State is unable to provide
delivery of any or all thereof; and,  

    WHEREAS, the Hacienda Water District State Water Supply
Contract has been consolidated with District's State Contract as
per Amendment No. 16 to the State Contract dated February 11,
1981; and, 

    WHEREAS, the benefits of the State Water Supply Contract
Assessment, General District Project No. 1, General District
Project No. 3, General District Project No. 4 (now retired), and
General District Project No. 5, accrue to only those lands within
the District; and,

    WHEREAS, in accordance with General District Project No. 5,
District tract numbers 1353, 1354, and 1385 through 1391,
inclusively, have been detached and the liabilities of the
forenamed tracts have been assumed by the Water Users; and, 

    WHEREAS, the short term contracts with Water Users presently
executed terminate on December 31, 1996; and, 

    WHEREAS, the Board of Directors of District is of the
opinion that the best interest of District will be served by
offering two-year Short Term State Water Service Contracts to
Water Users due to a number of modifications that have recently
been made to the State Contract under Amendment Number 25 thereto
and recent implementations thereof; and, 

    WHEREAS, the State Water Supply Contract Assessment roll has
been filed with the County Treasurers of Kings and Tulare
Counties and assessments may be levied to pay periodic service
charges under the State Contract to the extent that funds are not
otherwise available for the payment of such charges, all as
provided for in Section 44030 of the California Water Code
(California Water Storage District Law); 

    NOW, THEREFORE, IT IS MUTUALLY AGREED BY AND BETWEEN THE
PARTIES TO THIS SHORT TERM STATE WATER SERVICE CONTACT AS FOLLOWS: 

1.   DEFINITIONS

(a)    Agricultural Use means any use of water primarily in the
production of plant crops or livestock for market, including any
use incidental thereto for domestic or stock watering purposes. 

(b)    Annual Entitlement means the amount of entitlement water to be
made available to District during the respective Year at the
California Aqueduct delivery structures provided for District,
und er the terms of the State Contract, as shown in Table A
thereof or as amended.

(c)    Board means the body of members duly constituted as the Board
of Directors of the Tulare Lake Basin Water Storage District. 

(d)    Carryover Water means water carried from one year to the next
under the provisions of the State Contract Article 12(e) and/or
Article 56(c). 

(e)    Contract Amount of Water means the amount of water equal to
the  sum of Water User's Table A Water, Interruptible Water,
Turnback Water and/or other Project Water which District agrees
to deliver, or make available for delivery, to Water User(s) in
each Year based in proportion to Water User's respective Table A
Wat er as shown in Exhibit A attached hereto and made a part
hereof, subject to the provisions of this Water Service Contract
and the State Contract. 

(f)    Contract Water Service means the delivery, or the availability
for delivery, of the Contract Amount of Water through District
Turnout(s) each and every Year during the term hereof at times
and rates of delivery requested by Water User(s), subject to the
pro visions of this Water Service Contract and the Rules and
Regulations adopted by the Board. 

(g)    District means Tulare Lake Basin Water Storage District.

(h)    District Rate means the acre foot unit cost of available Table
A water, that includes all State charges and the District Water
Service Charge. 

(i)    District Water Service Charge means the charge that Water
User(s) shall pay (per Section 6) District for costs of
operation, maintenance and replacement of Project Facilities and
costs of District's administration of the State Contract, the
Water Service Contract and other matters directly associated with
and attributed to the delivery of Project Water. 

(j)    Interruptible Water means water available from the Delta at
various times during the Year and further defined by the State
Contract. 

(k)    Non-District Water means water conveyed through Project
Facilities per Rules and Regulations that is neither contracted
for by District, nor for the benefit of District as a whole. 

(l)    Off-Aqueduct Charge means the annual charges by the State for
Off-Aqueduct Power Facilities allocated among Water Users. 

(m)    Project Facilities means District's transmission system,
including installations and related facilities owned, controlled
and operated by District having the purpose of diversion,
conveyance, control, measurement and delivery of water. 

(n)    Project Water means all water obtained by, or available to,
District under the State Contract, including Annual Entitlement,
Interruptible Water and Turnback Water. 

(o)    Rules and Regulations means rules and regulations as adopted
by the Board pursuant to Section 43003 of the Water Code, and as
such Rules and Regulations may be amended from time to time. 

(p)    State means the State of California acting by and through the
Department of Water Resources. 

(q)    State Contract means the Water Supply Contract between
District and the State of California, Department of Water
Resources, dated December 20, 1963, and any amendments of said
State Contract which have been executed or may be executed during
the term of this Water Service Contract. 

(r)    Supplemental Water means all non-Project Water obtained by, or
available to, District and delivered through Project Facilities,
including California Drought Bank Water and Supplemental Purchase
Water, but excepting Non-District Water. 

(s)    Supplemental Water Charge means the charge in dollars per acre
foot which Water User shall pay for all costs attributed to
Supplemental Water. 

(t)    Table A Water means an amount of water in each Year equal to
Water User's allocated share of Annual Entitlement under the
terms of the State Contract.

(u)    Trust Fund means the Agricultural Rate Management Trust Fund
established by the Monterey Amendment (Amendment No. 25 to the
State Contract) that shall, to the extent there are funds
available in the District's account in the Trust Fund, and as
requested by the District, (1) make distribution to the State on
the District's behalf, or (2) make distribution to the District
which shall in turn make the payment to the State in years when
(1) the District's Table A entitlement, by April 15th of that
year, is less than 100% of the District's annual requested Table
A entitlement, or (2) on April 15th of any year, irrigable lands
are flooded in the District. The District's account in the Trust
Fund shall be funded by monies collected by the District from the
Water Users. 

(v)    Trust Fund Accounts means the individual Water Users' accounts
that shall be established by the District to administer the Trust
Fund internally among the Water Users. 

(w)    Turnback Water means water purchased by District under the
State Contract, Article 56(d). 

(x)    Turnback Water Charge means the charge in dollars which Water
User(s) shall pay for all costs attributed to Turnback Water. 

(y)    Turnout(s) means any structure constructed for the purpose of
diverting water to the Water Users from Project Facilities, or
Turnout C in Reach 8d of the California Aqueduct. 

(z)    Water Availability Charge means the charge the Water User
shall pay each Year on Table A Water, regardless of whether or
not all or a portion of Table A Water is delivered to, or taken
by,  Water User and shall include the District Water Service
Charge. 

(aa)   Water Service Contract means this two (2) Year agreement for
water service between District and Water User(s). 

(bb)   Water Use Charge (State Variable Delivery Charge) means the
charge in dollars per acre foot which Water User shall pay for
each acre foot of Project Water delivered to Water User under
provisions of this Water Service Contract.

(cc)   Water User(s) means that person or entity owning land within
the boundaries of District, or the successor in interest, who has
executed a Water Service Contract or who has been assessed
pursuant to and under the provisions of said Section 44030 of the
California Water Code. 

(dd)   Year means the twelve-month period from and including January
1 of any Year through December 31 of said Year. 

2.   INTERLAKE AGREEMENT CONTROVERSY
     District and Water User(s) expressly recognize that a
controversy exists as to the meaning and effect of the Interlake
Agreement, dated January 7, 1930 and it is expressly understood
that the transmission of water through Project Facilities for use
within District, except as may otherwise be permitted under
Section 15(a) of the State Contract, is not to be and shall not
be construed as ownership or operation of distribution facilities
within District and that said controversy is expressly left
unresolved and undetermined. 

3.   CONTRACT WATER SERVICE

(a)    The provisions for payment for Contract Water Service shall
become effective on the date of execution of this Water Service
Contract, regardless of whether or not Water User takes delivery
of  his Contract Amount of Water, unless otherwise provided
herein. 

(b)    Subject to the provisions of this Water Service Contract,
District agrees to furnish Contract Water Service to each Water
User in each Year, at Turnout(s), his respective Contract Amount
of Water, subject to the availability of Project Water. 

(c)    In the event that District obtains an increase in its Project
Water or an allocation of Supplemental Water, Water User may, at
his  option, participate therein with other Water Users, in
proportion to the Water User's respective Table A Water. 

(d)    District agrees that it shall at all times endeavor, through
State Contract, to obtain and deliver at Turnouts, the full
Contract Amount of Water to Water Users at the least cost,
subject to the provisions of the Rules and Regulations.

(e)    Interruptible Water shall be made available and delivered in
accordance with the terms of the State Contract. District shall
make Interruptible Water available to Water Users to the extent
Interruptible Water is available to District. 

(f)    Under the terms of the State Contract, District is permitted
to carry over water for delivery in the subsequent Year(s). In no
event shall a Water User be permitted to carry over water into
the succeeding Year(s), unless the District has been permitted to
do so in accordance with provisions of the State Contract. In the
event there is inadequate carryover space to accommodate all
carryover requests, Water User's share of District carryover
space shall be in proportion to the Water User's respective Table
A Water as compared to other Water Users' respective Table A
Entitlement that are requesting to carry over water. Any and all
Carryover Water shall be at risk of displacement or conversion in
the event the State is in need or requires project storage space.
Water User shall not be entitled to any reimbursement for or
replacement of Carryover Water lost. 

(g)    District is subject to delivery priorities established by the
State Contract. District shall attempt to deliver all waters to
Water User in accordance with his delivery request. In the event
Project Facilities are inadequate at any time to carry all of the
water requested by Water Users for delivery, allocation of
conveyance capacity will be made in accordance with the Rules and
Regulations. 

4.   CONDITIONS OF DELIVERY OF WATER

(a)    Water furnished under this Water Service Contract shall be
used by Water User for agricultural purposes only. Said water is
in a raw untreated condition and, as a result, is considered to
be unfit for human consumption without treatment. 

(b)    District shall deliver water to Turnouts through Project
Facilities in accordance with the Rules and Regulations. 

(c)    Only District employees shall operate Project Facilities.
Water User hereby agrees District and/or its employees shall have
full authority to stop water delivery to Water User when the
amount of water ordered and available pursuant to this Water
Service Contract has been delivered or in the event the Water
User is in breach or default of this Water Service Contract.

(d)    District shall not be responsible for the control, carriage,
handling, use, disposal, or distribution of water delivered to
Water User hereunder outside Project Facilities. Water User does
hereby agree to indemnify and shall assume the defense of and
hold harmless District, and its officers, agents and employees
from any and all loss, damage liability, claims, or causes of
action of every nature whatsoever, for damage to or destruction
of property, including District property, or for injury to or
death of persons, in any manner arising out of or incidental to
the control, carriage, handling, disposal or distribution of
water outside such Project Facilities. 

(e)    The character and quality of water furnished hereunder may
vary from time to time, and District does not guarantee in any
respect the character or quality of the water delivered pursuant
to this Water Service Contract. 

(f)    District may temporarily discontinue or reduce the amount of
water to be furnished to Water User as herein provided, for the
purpose of investigation, inspection, maintenance, repair or
rep lacement, as may be reasonably necessary, of any of the
Project Facilities for the furnishing of water to Water User, or
of  the facilities of the State. To the extent practicable,
District shall give Water User notice in advance of such
temporary discontinuance or reduction, except in case of
emergency, in which case no notice need be given. In no event
shall any liability accrue against District, or any of its
officers, agents or employees, for any damage, direct or
indirect, arising from such temporary discontinuance or reduction
of water deliveries. 

(g)    District shall not be liable for the failure to perform any
portion of this Water Service Contract to the extent that such
failure is caused by the failure of the State to perform any
obligation imposed on the State by the State Contract; provided,
however, that to the extent that District obligations are reduced
by such failure on the part of the State, District shall make
commensurate reduction in the obligations of Water User. 

(h)    In the event of any suspension, discontinuance, or reduction
under the terms hereof, District shall upon the resumption of
service, to the extent it may be possible to do so and within the
ability of Water User to accept same, make every reasonable
effort to deliver, within the same Year, the quantity of water
which would have been furnished to Water User in the absence of
such event or contingency. In the event District is unable to
deliver the water in the same year, the Water User may then
schedule the delivery of said undelivered water for the
subsequent year, to the extent water is available under the State
Contract.

(i)    After initiation of Contract Water Service, there may at times
occur a shortage in the quantity of water available for
furnishing any water to Water User pursuant to this Contract, and
that in no event shall any liability accrue against District, its
officers, agents or employees, for any damage, direct or
indirect, arising from a shortage due to problems of delivery,
drought, or any other cause whatsoever, including but not limited
to regulatory restrictions on Delta exports, flood, lightening
and earthquake; provided, however, that such shortage shall be a
shortage beyond and outside of the control of District. 

(j)    Delivery adjustments from the California Aqueduct through
Project Facilities shall be allocated monthly among the Water
Users based on their respective monthly deliveries of all water
com pared with the total monthly deliveries of water through
Project Facilities. Such adjustments shall be equalized for all
water deliveries at Year-end. 

(k)    Conveyance Capacity of District's Lateral A is subject to and
limited by the Agreement dated January 2, 1968, by and between
District and the Empire West Side Irrigation District. 

(l)    It is recognized and understood that Project Facilities will
also be used to convey water made available to District under the
terms of the Agreement dated April 26, 1967, by and between the
County of Kings of the State of California and the District. Said
water shall be allocated in proportion to Water Users' respective
Table A Water. 

(m)    It is recognized and understood that Project Facilities will
also be used from time to time to convey water made available to
lands outside District boundaries in accordance with the
provisions contained in the Department of Water Resources' letter
dated July 10, 1970, and in "POLICY RE DELIVERY OF STATE PROJECT
WATER TO LAND OUTSIDE OF DISTRICT BY ACTION OF THE BOARD OF
DIRECTORS JANUARY 3, 1973," and further specified in "AGREEMENT
BETWEEN TULARE LAKE BASIN WATER STORAGE DISTRICT (HEREIN TERMED
DISTRICT) AND 'WATER USER' (HEREIN TERMED WATER USER) IN SUPPORT
OF REQUEST FOR STATE CONSENT TO DISPOSITION OF PROJECT WATER
OUTSIDE THE BOUNDARIES OF DISTRICT.", all as may be amended. 

5.   TIME OF DELIVERY OF WATER

(a)    Water User shall make application for water deliveries under
the Rules and Regulations 

(b)    Consistent with the design and operational objectives of
Project Facilities and giving consideration to requests for water
service from all Water Users, District shall schedule water
deliveries and deliver water to Water User as nearly in
accordance with Water User's request as is practicable. District
determination with regard to scheduling of water deliveries shall
be final and conclusive; provided, however, that District, its
officers, agents and employees shall have acted in good faith and
without partiality toward or bias against any Water User. 

(c)    Except as otherwise provided in Paragraph 3(f) hereof, and in
the event Water User is unable to use all or any part of his
Contract Amount of Water in any given Year, District shall, to
the extent permitted under the terms of the State Contract and as
may be allowed by the State, carry over such water for future
delivery in the immediate subsequent year at the option of Water
User. Any additional charges resulting from such Carryover Water
shall be paid by Water User.

(d)    Upon expiration of this Water Service Contract, any water or
any dollar credits as a remit of Carryover Water shall remain, to
the extent permitted under the terms of the State Contract and as
may be allowed by the State, credited to the account of Water
User and shall be delivered or the dollars credited in accordance
with the provisions of this Water Service Contract. 

6.   PAYMENTS AND PROCEDURES FOR DISTRICT BILLINGS FOR CONTRACT
WATER SERVICE

(a)    On or before September 1 of each Year, District shall notify
Water User in writing of the estimated total monthly amount of
the Water Availability Charge and Water Use Charges for Table A
Water for the following Year.  The Water Availability Charge
shall be billed on a monthly basis. Payment on said charges must
be received by District within thirty (30) days from date of
billing. 

(b)    The Water Availability Charge shall be Water User's share of
District's fixed or recurring costs based in proportion to Water
User's respective Table A Water, including, but not necessarily
limited to, the following: 

       (I)   Capital Cost Component of the Delta Water Charge and
       the Transportation Charge. 

       (II)  Minimum Operation, Maintenance, Power, and
       Replacement Component of the Delta Water Charge and the
       Transportation Charge. 

       (III) Replacement Charge.

       (IV)  Off-Aqueduct Charge.

       (V)   Water Revenue Bond Surcharge.

       (VI)  District Water Service Charge.

       (VII) Other State Charges.

(c)    District shall bill each Water User his Water Use Charge,
monthly on or about the tenth (10th) day following the month that
delivery was made.  District must receive payment on such
charge(s) not later than thirty (30) days from date of invoice.
Water Use Charge shall include, but not be limited to, the
following:

     (I)   Project and Carryover Water - The variable or
     non-recurring costs associated with the delivery of Project
     Water or Carryover Water. Such charges shall be made on a
     uniform basis, in dollars per acre foot of water delivered
     from Project Facilities, and shall include, but not
     necessarily be limited to the Variable Operation,
     Maintenance, Power, and Replacement Component of the Delta
     Water Charge and the Transportation Charge. 

     (II)  Interruptible Water - In addition to the costs
     specified in Paragraph 6(c)(I) any State administrative
     charges, as provided in State Contract.

     (III) Turnback Water - All charges imposed under State
     Contract for such deliveries, including a portion of the
     Delta Water Charge and those costs specified in Paragraph
     6(c)(l) above. 

     (IV)  Other Project Water - All charges imposed under the
     State Contract for such deliveries. 

(d)    Supplemental Water Charge shall include all charges imposed by
separate Contract with State for deliveries of Supplemental
Water.
(e)    Following receipt of any adjusted water cost information from
State, District shall provide each Water User an adjusted
accounting of the water charge(s), based upon District's adjusted
payment obligations to State and the actual quantities of water
delivered to Water User. District shall include with said
adjusted accounting either: 

     (I)   A statement of credit to Water User for overpayment
     showing the amount that shall be deducted from the next
     installment of Water User's payment obligations to District,
     or                      

     (II)  An invoice statement for Water User's additional
     payment obligations that shall be due and payable within
     thirty (30) days from date of billing. 

(f)    The District Water Service Charge adjustment shall be based on
actual expenditures at Year-end and credited or charged  to the
Water Users in accordance with Paragraph 6(f)(I) & (II).

(g)    Under the provisions of the State Contract and the
administrative procedures of the State, it is expected that there
will continue to be occasions when District will not receive
final power cost information on various categories of Project
Water and/or Supplemental Water delivered to District until one
year or more after the date of delivery of such water. Such final
cost information may indicate that upward and/or downward power
cost adjustments will be applicable to such delivered water.  All
such upward and/or downward power cost adjustments shall be
allocated in proportion to the Water Users respective Project
Water and/or Supplemental Water delivered in the subject Year of
adjustment. 

(h)    The State shall determine annually the Off-Aqueduct Charge
based on costs for energy required for requested water
deliveries. A Year-end adjustment shall be made based upon actual
water deliveries and upon the net Off-Aqueduct charge. In the
event the quantity of Project Water delivered by District in Year
is zero, then the Off-Aqueduct Charge shall be allocated
uniformly to the Water Users in proportion to Water User's
respective Table A Water. 

(i)    The charges provided for herein are authorized by Sections
43006 and 47180 of the California Water Code and are intended to
be provisionally in lieu of assessments authorized under said
Code. Nothing contained herein shall limit the power of District
to levy assessments from time to time in accordance with
benefits, as provided in said California Water Code, to collect
such amounts as may be found necessary by District to meet its
financial obligations. 

(j)    No water shall be delivered to Water User if such Water User
is delinquent in the payment of any charges under this Water
Service Contract, delinquent in any assessment levied by
District, or in violation of any of the Rules and Regulations. In
addition to the other remedies provided herein and by law, the
Board may reallocate a Water User's water in the manner provided
in Paragraph 6(o) herein in the event he fails to cure a
delinquency or violation within ten (10) days of notice of such.
Any violation of the Rules and Regulations must be cured within
five (5) days of notice of such violation.  Should Water User
fail to timely cure the violation, he shall be considered in
default of this Water Service Contract. 

(k)    In the event District is unable to meet its total financial
obligation to the State due to failure by one or more of the
Water Users to remit payment as provided in this Water Service
Contract that would result in delinquency charges by the State,
District shall make payment to the State of those funds which are
available from Water Users prior to the State's delinquency date.
Remaining payments received from the delinquent Water User(s),
including State delinquency charges, will be forwarded to the
State as they are received to be credited against District's
delinquent account. The delinquent Water User shall be
responsible for any and all State delinquency charges, and other
charges accrued on the outstanding delinquency. District shall
bill each delinquent Water User his pro rata share of such
charges, considering both the amounts and periods of time of the
delinquency. In addition, each such delinquent Water User shall
be obligated to pay any District interest, penalties, or other
charges, all as hereinafter provided.

(l)    In the event any charge or any obligation of the Water User
arising from this Water Service Contract remains unpaid for a
period of thirty (30) days after invoice date, it shall thereupon
become delinquent and a penalty of ten percent (10%) shall be
added thereto and it shall thereafter bear interest at the rate
of twelve percent (12%) per annum, shall be recorded as a lien on
the Water User's land, and shall be collectible, all as provided
in Sections 47181 to 47185, inclusive, and Section 43003 of said
California Water Code and in any other manner authorized by law.
Any Water User who shall become delinquent in any payment due
hereunder shall be considered in default of this Water Service
Contract. 

(m)    Monies received from Water User shall be first applied to the
oldest outstanding invoices and any penalties or interest
thereon. District imposed penalties and interest collected from
Water User(s) shall be deposited in the District's State Water
Fund Account for the benefit of all Water Users. 

(n)    Delinquent Water User shall reimburse District for all costs,
including, but not limited to, administrative costs and attorneys
fees associated with the collection of delinquent payments,
penalties, and interest. 

(o)    Water User's failure or refusal to accept delivery of his
Contract Amount of Water in any Year shall in no way relieve
Water User of the payment obligations provided for herein. Should
any Water User not accept delivery of his Contract Amount of
Water, then the District, at the request of Water User shall make
reasonable efforts to dispose of any water made available to, but
not required by, Water User. In disposing of any such water,
District shall first make the water available to other Water
Users within the District at the District rate. The District
shall then make reasonable efforts to dispose of the water on the
open market. Each Water User shall be deemed a third party
beneficiary of each of the other Water User contracts and shall
have a right of first refusal to purchase the water being
disposed of. Revenue derived from the disposition of the water
shall be first credited against the Water User's payment
obligations hereunder. Any surplus revenues from the disposition
of the water shall be deposited into District's State Water
Project Fund Account for the benefit of all Water Users. 

(p)    Purchasers outside of District and/or Water User(s) who
purchase water on the open market, pursuant to Paragraph 6(o)
above, for use outside District shall reimburse District for all
of its out of pocket costs associated with the processing of the
transfer of said water out of the District. Three percent (3%) of
the total amount of water to be transferred will be contributed
to the District to offset delivery losses in Project Facilities. 

7.  ADMINISTRATION OF THE TRUST FUND AND TRUST FUND ACCOUNTS

(a)    Trust Fund. The provisions of this Contract shall be subject
to the terms of the Trust Fund.

(b)    Water User Accounts. The District shall create and maintain
individual Water User accounts to internally administer the
District's account in the Trust Fund. The Water User's Trust Fund
Account shall be credited with all amount , s paid into the Trust
Fund by the Water User. The amounts withdrawn from the Trust Fund
per the request of Water User, shall be debited against the Water
User's Trust Fund Account to reduce the Water User's State
billing(s), as hereinafter provided. 

(c)    Payments into the Trust Fund. The District shall monthly bill
each Water User, based on the Water User's percentage of Annual
Entitlement, for the District's payments to the State and
required contributions to the Trust Fund.  Payment of said
billings shall be subject to Paragraph 6(1) hereof. 

(d)    Payments out of the Trust Fund.

     (1)  Years of Less Than 100% Table A Allocation. In any
     year in which the State's allocation of Annual Entitlement
     to the District by April 15th of that year is less than one
     hundred percent (100%) of the District's requested Annual
     Entitlement for that year, at the direction of the Water
     User, the District shall request the Trustee of the Trust
     Fund to the extent there are funds in the Water User's
     Account, distribute to the State (or the District) amounts
     specified in Article 51(h)(4)(I) of the State Contract. The
     District shall debit each Water User's Trust Fund Account by
     the amount of reduction the respective Water Users received
     on his State billings.

     (2)  Flood Irrigable Lands. In any year in which there
     are irrigable lands within the District which are flooded on
     April 15th of that year, at the direction of any Water User
     whose lands are flooded, the District shall request the
     Trustee of the Trust Fund, to the extent there are funds in
     the Water User's Account, to distribute to the State (or the
     District) amounts specified in Article 5l(h)(4)(ii) of the
     State Contract. The District shall debit the Water User's
     Trust Fund Account by the amount of reduction the Water User
     received on his State billings. In no event shall the
     District request on behalf of a Water User a reduction in
     his State billings in an amount in excess of the balance in
     that Water User's Trust Fund Account. Reductions in billings
     to the District as a result of Water User requests for
     distributions from the Trust Fund shall be allocated to
     those Water Users with flooded irrigable lands who have
     requested distribution from the Trust Fund. 

8.   WATER TRANSFERS

(a)    Water User may transfer any portion of his Contract Amount of
Water to his lands or lands that he farms outside of the District
boundaries provided all the following conditions are met:

     (I)   The water proposed to be transferred is first
     offered to the other Water Users in the District at the
     District Rate and is refused by the other Water Users. 

     (II)  Water User may not replace the transferred water
     with groundwater to irrigate the lands in the District. 

     (III) The transfer will not injure or have an adverse
     affect on any other Water User in the District. 

     (IV)  The Water User contributes 3% of the water to be
     transferred to the District to offset delivery losses in
     Project Facilities. 

     (V)   The transfer will not adversely affect the
     historical water balance in the District, which water
     balance includes Project Waters, groundwater, and local
     surface waters. 

     (VI)   The transfer shall be consistent with the adopted AB
     3030 Tulare Lake Bed Coordinated Groundwater Management Plan
     to the extent the District is a participant in said Plan.

     (VII) The Water User has first obtained the approval of
     the Board. 

     (VIII) District has received approval from the State and
     the State Water Resources Control Board, if required. 

     (IX)  District and/or Water User has obtained all the
     necessary approvals, permits or licenses to transfer the
     water. 

(b)    Not less than fifteen (15) days prior to a regular District
Board Meeting, Water User shall submit a written request to the
District for permission to transfer water that shall include all
of the following:

     (I)   A description of the proposed transfer.

     (II) Identification and ownership/operator of lands
     outside the District on which the transferred water will be
     applied. 

     (III) Quantity of water to be transferred

     (IV)  A proposed monthly delivery schedule of the
     transferred water - dates and quantities. 

     (V)   Identification of lands in the District that will be
     fallowed. 

     (VI)  If land will not be fallowed, the source of
     replacement surface water to irrigate the lands in the
     District that would otherwise have been irrigated with the
     transferred water. 

     (VII) Explanation of how the District's water balance
     will not be adversely affected.

(c)    After receipt of a Water User request to transfer, the
District shall circulate to the other Water Users a notice of the
proposed transfer. The notice shall advise the other Water Users
that they may purchase their proportionate share (based on Table
A Water of those desiring to purchase) of the water proposed to
be transferred. Water Users desiring to purchase a portion of the
water to be transferred shall advise the District in writing of
such intent no later than the time and date set forth in the
notice from the District. Only Water Users who have timely filed
a written notice of intent to purchase shall be eligible to do
so. 

(d)    At the next regular Board Meeting, following receipt of a
transfer request pursuant to Paragraph 8(b) above, the Board
shall consider the request. The Board may deny a request to
transfer if any of the transfer conditions in Paragraph 8(a) are
not satisfied. 

     (I)   In the event requests from Water Users to purchase
     the water proposed to be transferred equals or exceeds the
     amount of water proposed to be transferred, the transfer
     request shall be denied. If denied, the Water User proposing
     to transfer shall then have seven (7) days to advise the
     District in writing whether he will then use the water in
     the District or release the water to the District for
     allocation to the other Water Users submitting requests to
     purchase such water. Should he fail to advise the District
     of his intentions, the water will remain with the Water
     User. 

     (II)  In the event requests to purchase from the other
     Water Users are less than the amount of water proposed to be
     transferred, the Board may authorize the transfer in the
     amount proposed to be transferred, less the requests to
     purchase. The remaining amount shall be subject to the
     immediately foregoing paragraph. 

(e)    Water User shall reimburse District for all out of pocket
expenses associated with the processing of the water transfer
request. District shall not be responsible for the failure of any
agency or entity to approve the requested water transfer and
Water User agrees to indemnify and shall assume the defense of
and hold District, its officers, agents and employees harmless
from any and all loss, damage, liability, claims or causes of
action of every nature whatsoever.

(f)    This section shall not apply to a Water User that purchases
another Water User's Table A Water at the open market rate under
Paragraph 6(o) above, for the purpose of using the same on his
lands or lands that he farms outside of the District boundaries. 
The Water User may take delivery of such water outside the
District boundaries without complying with this section. 

9.     NOTICE

       Any Notice or Announcement which the provisions hereof
contemplate shall be given to one of the parties hereto by the
other in writing and shall be deemed to have been given if
deposited in the United States mail on the part of District in a
postage-prepaid envelope addressed to Water User at the address
shown on District Records, and on the part of Water User in a
postage-prepaid envelope, addressed to District at 1109 Whitley
Avenue, Corcoran, California 93212, or such other address as from
time to time may be designated by written notice from one party
to the other, provided, however, that this Article shall not
preclude the effective service of any such Notice or Announcement
by other means.

10.    TERM OF CONTRACT

       This Water Service Contract shall be effective on January 1,
1997, and shall remain in effect for a period of two (2) Years,
terminating December 31, 1998. 

11.    CONTRACT AMENDMENTS OR MODIFICATIONS

       This Water Service Contract may be renewed, amended,
modified, or prematurely terminated only upon the mutual written
consent of the parties. 

12.    RIGHTS OF LANDOWNERS REGARDING ALLOCATION OF PROJECT WATER

       Upon termination of this Water Service Contract, any
Landowner shall have the right to contract with the District for
his share of Project Water on the same terms and conditions as
the other Water Users.

13.    CONTRACT ASSIGNMENT, SALE OR TRANSFER
       The right to receive Project Water under and pursuant to
this Water Service Contract shall not be assigned, sold or
otherwise transferred without the prior written consent of the
District. Disposition of any Project Water surplus to the needs
of Water User shall be reallocated or disposed of in the manner
provided in Paragraph 6(o) hereof. 

14.    RELATIONSHIP TO STATE CONTRACT
       This Water Service Contract is made subject to any and all
requirements imposed upon District or Water User by the terms of
the State Contract and nothing in this Water Service Contract
shall be deemed to require District or Water User to perform any
obligation in conflict with the State Contract. The State
Contract is hereby incorporated herein by this reference in all
respects as though set forth in full at this point, and any
amendments thereto. 

15.    GENERAL

(a)    Any waiver or claim of waiver at any time by either party to
this Water Service Contract of its rights with respect to
default, or any other matter arising in connection with this
Water Service Contract, shall not be deemed to be a waiver with
respect to any subsequent default or matter. 

(b)    Nothing contained in this Water Service Contract shall be
construed as in any manner abridging, limiting or depriving
District or Landowners of any means of enforcing any remedy,
either at law or in equity, for the breach of any of the
provisions hereof which it would otherwise have. 

(c)    Where the terms of this Water Service Contract provide for
action to be based upon the opinion or determination of either
party to this Water Service Contract, whether or not stated to be
conclusive, said terms shall not be construed as permitting such
action to be predicated upon arbitrary, capricious, or
unreasonable opinions or determinations.

(d)    Captions accompanying sections of this Water Service Contract
are for convenience of reference and do not form a part of this
Water Service Contract. 

(e)    Water Service Contracts executed by District for agricultural
water service shall be uniform with respect to basic terms and
conditions. 

(f)    It is agreed by the parties that time is of the essence in
Water Service Contract. 

(g)    Nothing herein contained shall be deemed to require the
performance of any act which shall constitute the modification or
abandonment of Project Facilities, nor be deemed to prevent the
exercise of any powers contained in the California Water Storage
District Law regarding the modification or abandonment of the
Project Facilities.

TULARE LAKE BASIN WATER STORAGE DISTRICT

By:  _____________________ Date:  _______________________
     President

By:  _____________________ Date:  _______________________
     Secretary

WATER USER: 

SOUTHLAKE AQUISITION CORP.

By:  /s/                   Date:  1/17/97


12/10/96

              LANDOWNER'S REQUESTED PARTICIPATION
        TOTAL CONTRACT AMOUNT OF WATER TO BE DESIGNATED
      ON EXHIBIT A, AS MODIFIED, OF SHORT TERM STATE WATER
     SERVICE CONTRACT FOR 1997 and 1998 STATE PROJECT WATER

Reference is made to the Short Term State Water Service
Contract for the 1997 and 1998 Water Years and to the Rules and
Regulations currently in effect, and particularly to Paragraph 1
of said Rules and Regulations addressing "Policy Regarding
Allocation of Project Water." 

Please indicate:

____ (a)  I desire to purchase my proportionate share of State
          Project  Water, as shown on Exhibit A of my Short Term
          Contract.

     (b)  I desire to purchase my proportionate share of additional
          total  Contract water which may be available from
          undersubscription of other landowners:

     ____ (I)  Proportional share of Total Undersubscription;
     ____ (II) Up to a total Contract Amount of Water equal to
               _____ acre feet.

____ (c)  I desire to purchase less than my proportionate share,
          specifically a total Contract amount of ______ acre
          feet per year. 

____ (d)  I do not desire to purchase any State Project Water in
          1997 and 1998. 

I hereby name my authorized agent on all State Project Water
matters to be: 
     _______________________________________________


                              SOUTHLAKE AQUISITION CORP.

                              Signed: /s/ BB

                              Dated:  1/17/97


EXHIBIT A
12/16/96

       1997-1998 SHORT TERM STATE WATER SERVICE CONTRACT
                            BETWEEN
            TULARE LAKE BASIN WATER STORAGE DISTRICT
                              AND
                     LANDOWNER (WATER USER)

The allocation of Project Water to SOUTHLAKE AQUISITION CORP. is
0.5315% of the District's Table A Entitlement. Said percentage is
based upon the attached parcel ownership list, as such ownership
relates to total assessed land within District. This percentage
shall be adjusted to reflect other landowner participation, as
provided in this Contract and the Amended Rules and Regulations.
Such percentage has been applied in accordance with this
Contract. 

The adjusted quantities of Annual Entitlement of District and
Water User's Table A Water are shown below for the period of this
Short Term State Water Service Contract, all quantities being in
acre feet.

                    Annual Entitlement     Annual Water User's
For the Years           of District      Table A Water-A.F.

1997 & 1998              118,500                 630 A.F.

The Water User's Table A Water shall be adjusted to reflect the
Water User's adjusted percentage of participation.


Tulare Lake Basin Water Storage District     12/17/96
1997 and 1998 Short-Term State Water Service Contract

                                                     Exhibit A
Tract       APN         SECTR        ACREAGE         Parcel List

9730    SOUTHLAKE AQUISITION CORP.

9001A   311-020-210    08-23-23      160.00
9001B   311-020-220    08-23-23      160.00
9002    311-060-020    15-23-23       22.80
9014    311-010-020    18-23-23      640.00
                                     982.80



                          NINTH AMENDED
                      RULES AND REGULATIONS
          GOVERNING THE TRANSMISSION OF WATER UNDER THE
                      WATER SUPPLY CONTRACT
                           BETWEEN THE
       STATE OF CALIFORNIA, DEPARTMENT OF WATER RESOURCES
                             AND THE
            TULARE LAKE BASIN WATER STORAGE DISTRICT
                                

      Pursuant  to the requirements of Section 43003, Article  1,
Chapter  1,  Division 14, Water Code of the State of  California,
the  Board  of  Directors of the Tulare Lake Basin Water  Storage
District hereby adopts these Rules and Regulations governing  the
transmission of water under the Water Supply Contract between the
State  of  California  and the Tulare Lake  Basin  Water  Storage
District  through  District's Project  Facilities  designated  as
Laterals  A  and  B to the District, except as may  otherwise  be
permitted under Section 15(a) of said Contract.

      The District expressly recognizes that a controversy exists
as to the meaning and effect of the Interlake Agreement and it is
expressly  understood  that  the transmission  of  water  through
Laterals  A  and B to the District for use within  the  District,
except  as may otherwise be permitted under Section 15(a) of  the
State  Contract,  is  not to be and shall  not  be  construed  as
ownership   or   operation  of  distribution  facilities   within
District,  and that said controversy is expressly left unresolved
and undetermined.

1.   Policy Regarding Allocation of Project Water

           It  is  the policy of the Board of Directors  of  this
     District that:
     
           (a)   The District's ability to deliver State  Project
     Water  to  District's Water Users is limited to the  use  of
     Laterals  A and B and Turnout C, hereinafter termed "Project
     Facilities".  Subject to the foregoing and the  express  and
     distinct  understanding that nothing herein contained  shall
     ever  be so construed as to impose on the District or create
     for  District  any  obligation or  liability  to  District's
     landowners  not  existing  under  the  adopted  Projects  of
     District,  the Interlake Agreement, the pertinent provisions
     of  the  Water  Code  of the State of  California  or  other
     applicable   law,  all  landowners  shall   be   given   the
     opportunity   to  receive  their  proportionate   share   of
     District's State Project Water supply and/or other water  on
     a   uniform  basis  per  assessed  acre,  under  terms   and
     conditions set forth in the Water Service Contract.
     
           (b)   In the event that all or a portion of District's
     State  Water  Project  Table A Water is  not  subscribed  by
     landowners  in accordance with their respective  percentages
     of  assessed  lands within District, other  Water  Users  in
     District  will be afforded the opportunity to subscribe  for
     quantities in excess of their respective percentages.
     
           (c)  In the event Water Users subscribe for quantities
     in  excess of their respective percentages of assessed lands
     within  District, as provided for in subparagraph (b) above,
     the  reallocable quantity will be apportioned to said  Water
     Users  on  a pro rata basis per assessed acre of  the  Water
     User.
     
           (d)  In the event the under-subscribed quantity is  in
     excess  of the quantity requested by over-subscribing  Water
     Users,  then, and in that event, assessments will be  levied
     from  time to time all as provided for in Section  44030  of
     the California Water Code (California Water Storage District
     Law).   District will, however, make reasonable  efforts  to
     dispose of the under-subscribed quantities of water  at  the
     best  prices  available  for  the  accounts  of  the  under-
     subscribing Water Users.
     
2.   Delivery To Lands Outside District Boundaries

           Deliveries of water from Project Facilities  to  lands
     outside District boundaries shall be made in accordance with
     the  provisions  contained in "POLICY RE DELIVERY  OF  STATE
     PROJECT WATER TO LAND OUTSIDE OF DISTRICT BY ACTION  OF  THE
     BOARD OF DIRECTORS JANUARY 3, 1974" and further specified in
     "AGREEMENT BETWEEN TULARE LAKE BASIN WATER STORAGE  DISTRICT
     (HEREIN  TERMED  DISTRICT) AND 'WATER USER'  (HEREIN  TERMED
     WATER  USER)  IN  SUPPORT OF REQUEST FOR  STATE  CONSENT  TO
     DISPOSITION  OF  PROJECT  WATER OUTSIDE  THE  BOUNDARIES  OF
     DISTRICT", all as may be amended.  Copies of both  documents
     are on file in the offices of the District.
     
3.   Irrigation Year

           The irrigation year means the twelve-month period from
     and  including  January 1 of any year through  the  31st  of
     December of said year.
     
4.   Management Of Project Facilities

           The  Project  Facilities of District,  are  under  the
     exclusive  management and control of the Board of  Directors
     through  its  authorized agents, and no other persons  shall
     have any right to interfere with, operate or manage the said
     Project Facilities in any manner.
     
5.   Water User

           Water  User  means that person or entity  owning  land
     within  the  boundaries of District,  or  the  successor  in
     interest, who has executed a Short Term State Water  Service
     Contract  with  said  District  or  who  has  been  assessed
     pursuant  to and under the provisions of said Section  44030
     of the Water Code.
     
6.   Authorized Agent(s) Of Water Users

           Each Water User who desires water service shall advise
     the District in writing the names of his authorized agent(s)
     and  such  authorized agent(s) may be changed from  time  to
     time by the Water User by giving such notice, in writing, to
     the District.
     
7.   Water Orders

           (a)   All  Water  Users'  orders  for  Project  Water,
     Supplemental  Water and Non-District Water deliveries  shall
     be  made  to  the District office or District  personnel  24
     hours  prior  to actual delivery.  Annual requested  monthly
     deliveries  shall  be  submitted on forms  provided,  on  or
     before  October 1 of each year, to allow District to  comply
     with   the   requirements  of  the  State   and   District's
     operational requirements.
     
           (b)   Delivery  Schedule  requirements  of  the  State
     include, but are not limited to, the following:
     
               (1)  On or before October 1 of each year, District
          must submit in writing to the State a preliminary Table
          A  Water  delivery  schedule  and,  if  appropriate,  a
          carryover  water  delivery  schedule,  indicating   the
          amounts  of  water desired by the District during  each
          month of the succeeding year.
          
                (2)   On December 1 of each year, the State shall
          determine  and  furnish to District the water  delivery
          schedule for the next succeeding year which shall  show
          the  amounts  of  Table  A Water  to  be  delivered  to
          District during each month of that year.
          
                (3)  A water delivery schedule may be amended  by
          the  State  upon District's written request.  Requested
          amendments shall be submitted by the Water user in time
          for  the  District to submit the desired change  on  or
          before  the  20th of the month prior to  the  month  or
          months  the desired change is to become effective,  and
          shall  be  subject  to review and modification  by  the
          State in like manner as the schedule itself.
          
           (c)  From time to time there may be made available  to
     District  other  Project  Water  including  Turnback  Water,
     Interruptible  Water,  and  Supplemental  Water  from  other
     sources  delivered through Project Facilities.  The District
     shall  promptly  notify the Water users of the  availability
     and  estimated cost of said water and the allocated  amounts
     to each Water User based upon respective percentage of Table
     A  Water.   Water Users desiring to participate shall  enter
     into an agreement with the District for the delivery of such
     water.
     
           (d)   It  is  expected that, under normal  operational
     conditions,   and   within  the  limitations   of   contract
     obligations  and  capacities of the Project  Facilities,  it
     will  generally  be  possible to  accommodate  Water  Users'
     requests  for  water deliveries and changes in  daily  water
     deliveries  provided that advance notice is  given  by  such
     Water  Users  to District in accordance with  the  operating
     procedures of the State.
     
8.   Continual Delivery

           Delivery of Water shall be made continually,  day  and
     night.
     
9.   Proration Of Available Capacity

          At any time or location where total Water User requests
     for  delivery  capacity  in Project Facilities  exceeds  the
     actual  capacity  of  Project Facilities,  then  the  actual
     capacity of Project Facilities will be allocated among those
     Water  Users  requesting delivery capacity in proportion  to
     the  respective  percentages of Table  A  Water  which  each
     requesting  Water User has contracted for  under  the  Short
     Term  State  Water Service Contracts.  Water Users  may  use
     their  allocated  share  of  delivery  capacity  in  Project
     Facilities   to  take  delivery  of  any  type   of   water,
     irrespective of the source.
          
10.  Charge For Water Spilled

          If water is ordered, and the Water user is not ready or
     able  to receive water or continue to take delivery  at  the
     times  of  requested  delivery, said  Water  User  shall  be
     charged for any water spilled until the State, at District's
     notification, has effected a change at the Turnout(s) in the
     California  Aqueduct, unless another  Water  User  or  Users
     agrees to take said water.  In the event no other Water User
     or  Users  agrees to take said water, District shall  notify
     the State as soon as reasonably possible.
          
11.  No Water Delivery If Water User Is Delinquent

           No  water  will be delivered to Water user  if  he  is
     delinquent  in  the payment of any charges under  the  Short
     Term State Water Service Contract and/or for any assessments
     levied under said California Water Code.
     
12.  Grievances

           Any grievance or complaint of a Water User that cannot
     be  settled  directly  with  the Operations  Superintendent,
     shall  be  appealed to the District Manager  and,  from  his
     decision,  appeal  may be made to the  Board  of  Directors,
     provided,  however,  no such Water User shall  be  precluded
     from  taking  any  legal  action available  in  a  court  of
     competent jurisdiction after exhausting these administrative
     remedies.
     
13.  Inspection Of Records

          Water Users may inspect records of cost, water delivery
     and  other  matters pertinent to the Short Term State  Water
     Service  Contracts at the District's office  during  regular
     business hours.
     
14.  Water Shortages

           Pursuant  to  powers granted by Section 43004  of  the
     California  Water Code, in the event of shortage of  Project
     Water,  water will be apportioned to each Water User  within
     District,  on a pro rata basis relating to their  respective
     contract quantities of Table A Water.
     
15.  Responsibility For Damage To District Property

           Each  landowner and/or Water User shall be responsible
     to  District for all damage to District property  caused  by
     negligent  or  careless acts of himself or his  agent.   All
     such  damage  will be repaired by District or to  District's
     specifications and the cost thereof shall be  borne  by  the
     landowner and/or Water User.
     
16.  Limitations Of District Responsibility

           District  shall not be liable for any damages  of  any
     kind  or  nature resulting directly or indirectly  from  any
     private  ditch  or  the  water  flowing  therein,   or   for
     negligent, wasteful or other use or handling of water by the
     users  thereof.  District's responsibility shall  absolutely
     cease when the water leaves the Project Facilities.
     
17.  Encroachment On Project Facilities

           (a)   No opening shall be made or structure placed  in
     any  Project Facilities, except by District, or with written
     approval of the District's Board of Directors.
     
           (b)  A permit for encroachment shall be required before
     any  irrigation or drainage ditches, fences,  pipelines,  or
     other  encroachments from private sources will be  permitted
     to be used within any District right-of-way.
     
           (c)   The  work  for  all  encroachments  on  Project
     Facilities shall be constructed and maintained to District's
     specifications at the sole expense of the applicant.
     
           (d)  Any person using any District right-of-way for any
     purpose  assumes all risk of so doing and by his use accepts
     responsibility for any damage to District property resulting
     therefrom  and also for any damage or claims  of  damage  to
     private property caused by such damage to District property.
     
           (e)   Any  Water User constructing or  doing  work  on
     District  right-of-way  or Project  Facilities  shall  first
     enter  into  an  agreement which shall, among other  things,
     provide a hold harmless to the District.
     
           (f)  Access roads along Laterals A and B banks may  be
     used  by  landowners at such time and in such a manner  that
     neither  the road nor the bank is damaged, within terms  and
     conditions to be set from time to time by the Board.
     
           (g)   No  livestock  may be pastured,  or  allowed  to
     trespass, upon Project Facilities at any time.
     
           (h)   No waste of any kind shall be either dumped into
     Project Facilities or placed on or adjacent to the banks  of
     Project  Facilities where it might fall, slide or  be  blown
     into the Project  Facilities.
     
           (i)   No  tail water from any source shall be  spilled
     into  Project  Facilities, except by District  or  with  the
     written approval of the District's Board of Directors.
     
18.  Non-District Water Charge

           The  District  shall bill non-Water Users  a  wheeling
     charge,  at a unit rate to be set by the Board of Directors,
     for  water conveyed through Project Facilities.  Water Users
     will  not be billed for Non-District Water conveyed  through
     Project Facilities.
     
19.  Authority Of Rules And Regulations

           (a)   These Rules and Regulations are made  to  govern
     transmission  of  water  under  the  Water  Supply  Contract
     between  the  State  of  California,  Department  of   Water
     Resources, and the Tulare Lake Basin Water Storage District,
     and  the Short Term State Water Service Contract between the
     District  and  its  Water users, and any amendments  to  the
     foregoing.   In  the  event  of  a  conflict  between   such
     Contracts  and  these Rules and Regulations,  reconciliation
     amendments shall be adopted as soon as reasonably  possible.
     In  the  event the conflict is not or cannot be  reconciled,
     the  Water  Supply Contract and the Short Term  State  Water
     Service Contract shall govern.
     
           (b)   Pursuant to said Section 43003 of the Water Code
     of  the  State of California, District may enter into  long-
     term  water  service contracts with landowners in  District,
     which  contracts  may,  in  the  discretion  of  the  Board,
     provide, among other things, that the obligations are a lien
     on  the land with the same force and effect and priority  as
     an  assessment  lien  if such contract is  recorded  in  the
     office  of  the County Recorder in the County in which  such
     land is situated and such contracts may provide for delivery
     of  water  outside District's boundaries as contemplated  by
     Article   15(a)  of  the  Water  Supply  Contract  and   the
     obligations  resulting from such deliveries may likewise  be
     secured  by  a  lien  on  lands  within  the  boundaries  of
     District.   The  Short  Term State Water  Service  Contracts
     entered  into between District and Water User shall  not  be
     recorded.
     
20.  Changes In Rules And Regulations

           These  Rules  and  Regulations shall become  effective
     immediately  and  may  be  changed  from  time  to  time  by
     resolution of the District's Board of Directors.
     
21.  Enforcement Of Rules And Regulations

           The  Manager of District shall be responsible for  the
     enforcement of the Rules and Regulations.  Refusal to comply
     with  any  of the Rules and Regulations shall be  sufficient
     cause  for  the  termination of  water  service,  and  water
     service  shall not again be furnished until full  compliance
     has  been  made with all the requirements herein set  forth.
     In  no event shall any liability accrue against District  or
     any of its officers, agents or employees, for damage, direct
     or  indirect, arising from such temporary discontinuance  or
     reduction  of  water  deliveries;  provided,  however,  that
     liability  of  District hereunder shall be governed  by  and
     under the provisions of the Government Code of the State  of
     California,  commonly  known as the "Claims  Against  Public
     Entities  Statute", Section 810 et seq.  of  said  Code  and
     applicable law with respect thereto and as said Code and law
     may be interpreted by courts of competent jurisdiction; and,
     provided  further that in the event a grievance or complaint
     is being processed pursuant to Section 12 hereof, any action
     hereunder  shall be suspended pending decision of the  Board
     of Directors.

     

                           EXHIBIT "G"
                                
       to   PURCHASE  AGREEMENT  dated  _______________   between
Southlake Acquisition Corporation and Jim Joseph Revocable Trust,
"Owner"; and Dana C. Hair "Buyer."

There are no items in Exhibit "G."