SHF ACQUISITION CORPORATION
                          4600 Northgate Boulevard #130
                              Sacramento, CA 95834



Phone: 916-929-2295                                       Fax: 916-929-2178

                                                          May 7, 1999


Mr. Mike Adams
Adams Grain Company, Inc.
P. O. Box 799
Arbuckle, CA 95712

Dear Mike:

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

1.      SHF agrees to provide  storage at its  facility  located at 46735 County
        Road 32B, Davis California. The facility consists of two buildings, each
        sized to store approximately  350,000 cwt. of wheat,  safflower or other
        grains.  Adams  will be the  sole  tenant  of the  easternmost  of these
        buildings during this storage contract. The contract period will be from
        June, 1999 through May 31, 2002. This contract will be reviewed each May
        with an option to extend the  contract an  additional  year if agreed by
        both SHF and AGCo.

2.      AGCo will fill the building to capacity (as  determined by SHF) at least
        once per year (June through May). AGCo will pay SHF as follows: A) Wheat
        - $0.125/cwt.  receiving (as harvested - May through July),  $0.125/cwt.
        shipping  (when  loaded  out),  and  $0.05/cwt.  storage  per  month  in
        September and October, B) Safflower - $0.175/cwt.  receiving, and $0.175
        shipping (when loaded out).

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

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

5.      AGCo will  deliver no more than 40 trucks of grain per day unless  other
        arrangements  are made with SHF.  AGCo will  grade all  trucks  prior to
        delivery  and  provide  SHF with the grade.  SHF will not dump any grain
        without an AGCo grade.



<PAGE>



6.      SHF is responsible  for  maintaining  quality of grain stored.  SHF will
        retain a sample of grain from every truck  shipped  from their  facility
        for AGCo. Grain needing fumigation will be done at AGCo's recommendation
        and expense.  SHF will convert tunnels from screens to perforated  metal
        at SHF's expense, as required, for wheat storage.

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

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

9.      This  Agreement  replaces and supersedes  that certain letter  agreement
        dated May 28, 1998  between SHF  Acquisition  Corp.  and Adams Grain Co.
        relating to the storage and drying of grains at SHF's  facility  located
        at 46735 County Road 32B, Davis  California,  except as the May 28, 1998
        letter  agreement  pertains to corn stored at the SHF facility as of the
        date of this  agreement.  With  respect to that corn,  the May 28,  1998
        letter pertains.

10.     AGCo acknowledges that it owns certain corn stored at SHF's facility (in
        the westernmost building) as of the date of this agreement.  AGCo agrees
        that it will cause the corn to be shipped  from the  building  by August
        15, 1999.

Please sign and return the enclosed copy of this letter for confirmation of this
agreement.

                                                   Very truly,

                                             /s/   BRENT BOWEN
                                                   --------------
                                                   Brent Bowen

                                                   SHF Acquisition Corporation
                                                   Brent Bowen, vice president


/s/ MIKE ADAMS
    ------------
    Mike Adams
    Adams Grain Company, Inc.