<PAGE> 1

SCHEDULE TO MASTER LOAN AGREEMENT

              R.H. Phillips, Inc.
             26836 County Road 12A
           Esparto, California 95627


$1,700,000.00       Effective Date:__________     Loan
                                                  Transaction Number

1.   THIS SCHEDULE is made between R.H.Phillips, Inc., as
     Debtor, and U.S. BANCORP LEASING & FINANCIAL
     (which, together with its successor and assigns, will be called
     the "Secured Party") pursuant to the Master Loan Agreement
     dated as of November 25, 1996 (The "Loan Agreement"), the
     terms of which (including the definitions) are incorporated
     herein.  If any terms hereof are inconsistent with the terms of
     the Loan Agreement, the terms hereof shall prevail.

2.   FOR VALUE RECEIVED, Debtor hereby promises to pay to
     the order of Secured Party the principal amount of One Million,
     Seven Hundred Thousand, and 00/100 Dollars ($1,700,000.00)
     with interest on any outstanding principal balance at the rate(s)
     specified herein from the Effective Date hereof until this
     Schedule shall have been paid in full in accordance with the
     following payment schedule: Forty-Two (42) installments of
     $19,911.24 each, including the entire amount of interest
     accrued on this Schedule at the time of payment of each
     installment followed by Forty-Two (42) installments of
     $29,866.86 each, including the entire amount of interest
     accrued on this Schedule at the time of payment of each
     installment.  The first payment shall be due on January 10. 1997
     and like payment shall be due on the same day of each
     succeeding month thereafter until the entire principal and
     interest have been paid.  At the time of the final installment
     hereon, all unpaid principal and interest shall be due and owing. 
     Each payment shall be applied first to accrued and unpaid
     interest, and the balance to the outstanding principal hereof.  As
     a result, such final installment may be substantially more or
     substantially less than the installments specified herein.

3.   The Debtor promises to pay interest on the principal balance
     outstanding at a rate which is 330 basis points over the one
     month London Interbank Offered Rate ("LIBOR") as such rate
     shall vary from month to month, as published in the "Money
     Rates" section of the Wall Street Journal on the first business
     day of the month preceding the month for which the rate is to
     be calculated.  As of the first business day of the month in
     which this Schedule is being executed, LIBOR is 5.375 percent. 
     As long as no event of default has occurred and is continuing,
     for a fee of five hundred dollars ($500.00) the Debtor may
     exercise a one time option (with thirty (30) days prior written
     notice) to fix the interest rate at rate which is 182 basis points
     over the daily bid quotes for U.S. Treasury Issues with like
     maturity and closest to par as published in the Wall Street
     Journal on the first business day of the month during which the
     interest rate is to be fixed.  If no issue is quoted, the quote
     published for the next month out will be used.

4.   Secured Party may, from time to time, in its sole desecration,
     increase or decrease the amount of unpaid installments to an
     amount Secured Party deems necessary to amortize the
     outstanding principal balance of this Schedule by the due date
     of the final installment.  Secured Party shall notify the Debtor of
     each such change in writing.  Whether or not the installment
     amount is increased or decreased, the Debtor understands that,
     as a result of increases or decreases in the rate of interest in
     accordance herewith, the final installment may be substantially
     more or substantially less than the installments specified herein,
     but in no event shall the rate of interest be higher than allowed
     by law.

5.   The Undersigned may prepay this Schedule, in whole or in part,
     by paying simultaneously with and in addition to the
     prepayment, a premium for such prepayment privilege equal to
     the specified percent of the amount prepaid in accordance with
     the following schedule, one (1) to twelve (12) months five
     (5.00)%, thirteen (13) to twenty-four (24) months four
     (4.00)%, twenty-five (25) to thirty-six (6) months three
     (3.00)%, thirty-seven (37) to forty-eight (48) months two
     (2.00)%, forty-nine (49) to sixty (60) months one (1.00)%,
     sixty-one (61) to eighty-four (84) months zero (0.00)%.

Notwithstanding the foregoing, payments made within 30 days of the
date an installment is due which do not exceed the scheduled amount of
such installment shall not be considered prepayments.

6.   Each of Debtor, if more than one, and all other parties who at
     any time may be liable hereon in any capacity, hereby 

0232.596                           ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232

<PAGE> 2
jointly and severely waive diligence, demand, presentment, presentment
for payment, protest, notice of protest and notice of dishonor of this
Schedule, and the Secured Party, without notice, to grant extensions in
the time of payment of and reductions in the rate of interest on any
moneys owing on this Schedule.

7.   The following property is hereby made Collateral for all
     purposes under the Loan Agreement:

     See Exhibit "A" attached hereto and made a part hereof

8.   The Collateral hereunder shall be based at the following
     location(s):

     26836 County Road 12A
     Esparto, California 95627
     COUNTY: Yolo

IN WITNESS WHEREOF, Debtor has executed this Schedule this
________day of ___________________. 199______

                         R.H. Phillips, Inc.


                         By:__________________________
                              Robert Moore
                              Chief Financial Officer


0232.596                            ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232

<PAGE> 3
MASTER LOAN AGREEMENT


1.0  PARTIES, COLLATERAL AND OBLIGATIONS

          1.1  This Agreement is dated as of November 26,
               1996.  For 
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, R.H. Phillips, Inc. (Hereinafter called "Debtor") with
offices at 26836 County Road 12A, Esparto, California 95627
intending to be legally bound, hereby promises to pay to U.S.
BANCORP LEASING & FINANCIAL, and Oregon corporation
having offices at 825 N.E. Multnomah, Suite 800, Portland, Oregon
97232 (hereinafter called "Secured Party"), any amounts set forth on
any Schedule to Master Loan Agreement hereunder (the "Schedule(s)",
all the terms of which are incorporated herein) and grants a security
interest in and assigns, transfers and sets over to and to the successors
and assigns thereof, the property specified in any Schedule hereunder
wherever located, and any and all proceeds thereof, insurance
recoveries, and all replacements, additions, accessions, accessories and
substitutions thereto or therefor (hereinafter called the "Collateral")
The accurity interest granted hereby is to secure payment of any and all
liabilities or obligations of Debtor to the Secured Party, matured or
unmatured, direct or indirect, absolute or contingent, heretofore
arising, now existing or hereafter arising, and whether under this
Agreement or under any other writing between Debtor and Secured
Party (all hereinafter called the "obligations" and/or the "liabilities").

          1.2        Joint and Several Liability; Payment Terms.  In
the event there is more than one Debtor, all obligations shall be
considered as joint and several obligations of all Debtors regardless of
the source of Collateral or the particular Debtor with which the
obligation originated.  Interest shall be calculated on the basis of a 360-
day year.  All payments on any Schedule hereunder shall be made in
lawful money of the United States at the post office address of the
Secured Party or at such other places as the Secured Party may
designate to Debtor in writing from time to time.  In no event shall any
Schedule hereunder be enforced in any way which permits Secured
Party to collect interest in excess of the maximum lawful rate.  Secured
Party shall refund such excess interest to Debtor.  In such event,
Debtor agrees that Secured Party shall not be subject to any penalties
for contracting for or collecting interest in excess of the maximum
lawful rate.

          1.3        Late Charge.  If any of the obligations remains
overdue for more than ten (10) days, Debtor hereby agrees to pay on
demand, as a late charge, an amount equal to the lesser of ( I ) five
percent (5.0%) of each such overdue amount; or ( ii ) the maximum
percentage of any such overdue amount permitted by applicable law as
a late charge.  Debtor agrees that the amount of such late charge
represents a reasonable estimate of the cost to Secured Party of
processing a delinquent payment and that the acceptance of any late
charge shall not constitute a waiver of default with respect to the
overdue amount on or prevent Secured Party from exercising any other
available rights and remedies.

2.0  WARRANTIES AND COVENANTS OF DEBTOR    Debtor
     hereby represents, warrants and covenants that:

          2.1         Business Organization Status and Authority.  (
I ) Debtor is duly organized, validly existing and in good standing under
the laws of the state of its organization and is qualified to do business in
all states and countries in which such qualification is necessary; ( ii )
Debtor has the lawful power and authority to won its assets and to
conduct the business in which it is engaged; and to execute and comply
with the provisions of this Agreement and any related documents; (iii )
the execution and delivery of this Agreement and any related
documents have been duly authorized by all necessary action; ( iv ) no
authorization, consent, approval, license or exemption of, or filing or
registration with, any or all of the owners of Debtor or any
governmental entity was, is or will be necessary to the valid execution,
delivery, performance or full enforceability of this Agreement and any
related documents.  Except as specifically disclosed to Secured Party,
Debtor utilizes not trade names in the conduct of its business and/or has
not changed its name within the past five years.

          2.2     Merger; Transfer of Assets.  Debtor will not
consolidate or merge with or into any other entity, liquidate or dissolve,
distribute, well, lease, transfer or dispose of all of its properties or
assets or any substantial portion thereof other than in the ordinary
course of its business, unless the Secured Party shall give its prior
written consent (which shall not be reasonable withheld), and the
surviving, or successor entity or the transferee of such assets, as the
case may be, shall assume, by a written instrument which is legal, valid
and enforceable against such surviving or successor entity or transferee,
all of the obligations of Debtor to Secured Party or any affiliate of
Secured Party.

          2.3     No Violation of Covenants or Laws.  Debtor is
not party to any agreement or subject to any restrictions which
materially and adversely affects its ability to perform its obligations
under this Agreement and any related documents.  The execution of
and compliance with the terms of this Agreement and any related
documents does not and will not ( I ) violate any provision of law, or (
ii ) conflict with or result in a breach of any order, injunction or decree
of any court or governmental authority or the formation documents of
Debtor, or ( iii ) constitute or result in a default under agreement, bond
or indenture by which Debtor is bound or to which any of its property
is subject, or ( iv ) result in the imposition of any lien or encumbrance
upon any of Debtor's assets, except for any liens created hereunder or
under any related documents.

          2.4     Accurate Information.  All financial information
submitted to the Secured Party In regard to Debtor or any shareholder,
officer director, member, or partner thereof, or any guarantor of any of
the obligations thereof, was prepared in accordance with generally
accepted accounting principles, consistently applied,  and fairly and
accurately depicts the financial position and results of operations of
Debtor or such other person, as of the respective dates or for the
respective periods, to which such information pertains.  Debtor had
good, valid and marketable title to all the properties and assets reflected
as being owned by it on any balance sheets of Debtor submitted to
Secured Party as of the dates thereof.

          2.5     Judgements; Pending Legal Action.  There are no
judgements outstanding against Debtor, and there are no actions or
proceedings pending or, to the best knowledge of Debtor, threatened
against or affecting Debtor or any of its properties in any court or
before any governmental entity which, if determined adversely to
Debtor, or would materially and adversely affect the ability of Debtor
to satisfy its obligations under this Agreement and any related
documents.

          2.6     No Breach of Other Agreements; compliance with
Applicable Laws.  Debtor is not in breach of or in default under any
loan

0251.796                            ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232
<PAGE> 4
agreement, indenture, bond, note or other evidence of indebtedness, or
any other material agreement or any court order, injunction or decree
or any lien, statute, rule or regulation.  The operations of Debtor
comply with all laws, ordinances and governmental rules and
regulations applicable to them.  Debtor has filed all Federal, state and
municipal income tax returns which are required to be filed and has
paid all taxes as shown on said returns and on all assessments billed to
it to the extent that such taxes or assessments have become due. 
Debtor does not know of any other proposed tax assessment against it
or of any basis for one.  

          2.7     Sale Prohibited. Debtor will not sell, dispose of or
offer to sell or otherwise transfer the Collateral or any interest therein
without the prior written consent of Secured Party, which shall not be
unreasonably withheld.

          2.8     Location of Collateral.  The Collateral will be
          kept at the
location(s) shown on the Schedule(s) hereunder and Debtor will
promptly notify Secured Party of any change in the location(s) of the
Collateral.  Debtor will not remove the Collateral from sais location(s)
without the prior written consent of Secured Party.

          2.9     Collateral not a Fixture.  The Collateral is not
attached, and Debtor will not permit the Collateral to become attached,
to real estate in such a way that it would be considered part of the
reality or designated a "fixture".  Notwithstanding any presumption of
applicable law, and irrespective of any manner of attachment, the
Collateral shall not be deemed real property but shall retain its
character as personal property.  However, Debtor will at the option of
Secured Party furnish the latter with a waiver or waivers in recordable
form, signed by all persons having an interest in the real estate, of any
interest in the Collateral which is or might be deemed to be prior to
Secured Party's interest.

          2.10     Perfection of Security Interest.  Except for ( I )
the security interest granted hereby and ( ii) any other security interest
previously disclosed by Debtor to Secured Party in writing, Debtor is
the owner of the Collateral free from any adverse lien, security interest
or encumbrance.  Debtor will defend the Collateral against all claims
and demands of all persons at any time claiming any interest therein. 
Except as previously disclosed in writing to Secured Party, no financing
statement covering any collateral or any proceeds thereof is on file in
any public office.  At the request of Secured Party, Debtor will execute,
acknowledge and deliver to Secured Party in recordable or fileable
form, any document or instrument required by Secured Party to further
the purposes of this Agreement, or to perfect its interest in the
Collateral or to maintain such perfected interest in full force and effect,
including (without limitation) any fixture filings and financing
statements and any amendments and continuation statements thereto
pursuant to the Uniform Commercial Code, in form satisfactory to
Secured Party, and will pay the cost of filing the same or filing or
recording this Agreement in all public offices wherever filing or
recording is deemed by Secured Party to be necessary or desirable. 
Debtor hereby agrees that this Agreement shall be and constitute a
financing statement for purposes of the Uniform Commercial Code.

          2.11     Insurance.  Unless otherwise agreed, Debtor will
have and maintain insurance from financially sound carriers at all times
with respect to all Collateral against risks of fire (including so-called
extended coverage), theft, collision, flood "mysterious disappearance"
and such other risks as Secured Party may require, containing such
terms, in such form, for such periods and written by such companies as
may be satisfactory to Secured Party; each insurance policy shall name
Secured Party as loss payee and shall be payable to Secured Party and
Debtor as their interest may appear, all policies of insurance shall
provide for ten days' written minimum cancellation notice to Secured
Party; Debtor shall furnish secured Party with certificates or other
evidence satisfactory to Secured Party of compliance with the
Foregoing insurance provisions.

          2.12     Use of the Collateral.  Debtor will use the
Collateral for business purposes only and operate it by qualified
personnel in accordance with applicable manufacturers' manuals. 
Debtors will keep the Collateral free from any adverse lien or
encumbrances and in good working order, condition and repair and will
not waste or destroy the Collateral or any part thereof; Debtor will
keep the Collateral appropriately protected from elements, and will
furnish all required parts and servicing (including any contract service
necessary to maintain the benefit of any warranty of the manufacturer);
Debtor will not use the Collateral in violation of any statute, ordinance,
regulation or order, and Secured Party may examine and inspect the
Collateral and any and all books and record of Debtor during business
hours at any time; such right of inspection shall include the right to
copy Debtor's books and records and to converse with Debtor's
officers, employees, agents, and independent accountants.

          2.13     Taxes and Assessments.  Debtor will pay
promptly when due all taxes, assessment, levies, imposts, duties and
charges, or any kind or nature, imposed upon the Collateral or for its
use or operation or upon this Agreement or upon any instruments
evidencing the obligations.

          2.14     Financial Statements.  Debtor shall furnish
Secured Party within ninety (90) days after the close of each fiscal year
of Debtor, its financial statements (including, without limitations, a
balance sheet, a statement of income and surplus account and a
statement of changes in financial position) for the immediately
preceding fiscal year, settling forth the corresponding figures for the
prior fiscal year in comparative form, all in reasonable detail without
any qualification or exception deemed material by Secured Party.  Such
financial statements shall be prepared at least as a review by Debtor's
independent certified accountants and, if prepared as an audit, shall be
certified by such accountants.  Debtor shall also furnish Secured Party
with any other financial information deemed necessary by Secured
Party.  Each financial statement submitted by Debtor to Secured Party
shall be accompanied by a certificate signed by the chief executive
officer, the chief operating officer or the chief financial officer of
Debtor, certifying that ( I ) such financial statement was prepared
inaccordance with generally accepted accounting principles consistently
applied and fairly and accurately presents the Debtor's financial
condition and results of operations for the period to which it pertains,
and (ii) no event of default has occurred under this Agreement during
the period to which such financial statement pertains.

3.0  Events of Default

          3.1     The following shall be considered events of
default: (I) failure on the part of Debtor to promptly perform in
complete accordance with it representations, warranties and covenants
made in this Agreement or in any other agreement with Secured Party,
including, but not limited to, the payment of any liability, with interest,
when due,  or default by Debtor under the provisions of any other
material agreement to which Debtor is party; (ii) the death of Debtor if
an individual or the dissolution of Debtor if a business organization; (iii)
a change in the present management of Debtor, above the level of 

0251.796                            ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232
<PAGE> 5
Executive Vice President except to fill vacancies resulting from the
death or disability of an individual; (iv) the filing of any petition or
complaint under the Federal Bankruptcy Code or other federal or state
acts of similar nature, by or against Debtor; or an assignment for the
benefit of creditors by Debtor, (v) and application for or the
appointment of a Receiver, Trustee or Conservator, voluntary, by or
against Debtor or for any substantial assets of Debtor; (vi) insolvency
of Debtor under either the Federal Bankruptcy Code or applicable
principles of equity; (vii) entry of judgement, issuance of any
garnishment or attachment, or filing of any lien, claim or government
attachment against the Collateral et which, in Secured party's sole
discretion, might impair the Collateral; (viii) the determination by
Secured Party that a material misrepresentation of fact has been made
by Debtor in this Agreement or in any writing supplementary or
ancillary hereto; (ix) a reasonable determination by Secured Party that
Debtor has suffered a material adverse change in its financial condition,
business or operations from the date of this Agreement; or (x)
bankruptcy, insolvency, termination, death, dissolution or default of any
guarantor for Debtor.

4.0 REMEDIES

     4.1 Upon the happening of any event of default which is not
cured within ten (10) days, or at any time thereafter; (i) all liabilities of
Debtor shall, at the option of Secured Party, become immediately due
and payable; (ii) Secured Party shall have and may exercise all of the
rights and remedies granted to a secured party under the Uniform
Commercial Code; (iii) Secured Party shall have the right, immediately,
and without notice or other action, to set-off against any of Debtor's
liabilities to Secured Party any money owed by Secured Party in any
capacity to Debtor, whether or not due, and Secured Party shall be
deemed to have exercised such right of set-off and to have made a
charge against any such money immediately upon the occurrence of
such default event though actual book entries may be made at some
time subsequent thereto; (iv) Secured Party may proceed with or
without judicial process to take possession of all or any part of the
Collateral; Debtor agrees that upon receipt of notice of Secured Party's
intention to take possession of all or any part of said Collateral, Debtor
will do everything necessary to make same available to Secured Party
(including, without limitation, assembling the Collateral and making it
available to Secured Party at a place designated by Secured Party
which is reasonably convenient to Debtor and Secured Party); and so
long as Secured Party acts in a commercially reasonable manner,
Debtor agrees to assign, Transfer and deliver at any time the whole or
any portion of the Collateral or any rights or interest therein in
accordance with the Uniform Commercial Code and without limiting
the scope of Secured Party's rights thereunder; (v) Secured Party may
sell the Collateral at public or private sale or in any other commercially
reasonable manner and, at the option of Secured Party, in bulk or in
parcels and with or without having the Collateral at the sale or other
disposition, and Debtor agrees that in case of sale or other disposition
of the Collateral, or any portion thereof, Secured Party shall apply all
proceeds first to all costs and expenses of disposition, including
attorneys' fees, and then to Debtor's obligations to Secured Party; (Vi)
Secured Party may elect to retain the Collateral or any part thereof in
satisfaction of all sums due from Debtor upon notice to Debtor and any
other party as may be required by the Uniform Commercial Code. All
remedies provided in the paragraph shall be cumulative. Secured Party
may exercise any one or more of such remedies in addition to any and
all other remedies Secured Party may have under any applicable law or
in equity.

     4.2 Expenses; Disposition. Upon default, all amounts due and
to become due hereunder shall, without notice, bear interest at the
lesser of (i) fifteen percent (15%) per annum or (ii) the maximum rate
per annum which Secured Party is permitted by law to charge from the
date such amounts are due until paid. Shall pay all reasonable expenses
of realizing upon the Collateral hereunder upon default and collection
all liabilities of Debtor to Secured Party, which reasonable expenses
shall include attorneys' fees, whether or not litigation is commenced
and whether incurred at trial, on appeal, or in any other proceeding.
Any notification of a sale or other disposition of Collateral or of any
action by Secured Party required to be given by Secured party, will be
sufficient if given personally, mailed, or delivered by facsimile machine
or overnight carrier not less than five (5) days prior to the day on which
such sale or other disposition will be made or action taken, and such
notification shall be deemed reasonable notice.

5.0 MISCELLANEOUS

     5.1 No Implied Waivers; Entire Agreement. The waiver by
Secured Party of any default hereunder or of any provisions hereof shall
not discharge any party hereto from liability hereunder and such waiver
shall be limited to the particular event of default and shall not operate
as a waiver of any subsequent default. This Agreement and any
Schedule hereunder are non-cancelable. No modification of this
Agreement or waiver of any right of Secured Party hereunder shall be
valid unless in writing and signed by an authorized officer of Secured
party. No failure on the part of Secured Party to exercise, or delay in
exercising, any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right or remedy
hereunder preclude any other or further exercise thereof or the exercise
of any other right or remedy. The provisions of this Agreement and the
rights and remedies granted to Secured Party herein shall be in addition
to, and not in limitation of those of any other agreement with Secured
party or any other evidence of any liability held by Secured party. This
Agreement and any Schedule hereunder (a "Transaction") embody the
entire agreement between the parties and supersede all prior
agreements and understandings relating to the same subject matter,
except in any case where the Secured Party takes an assignment from a
vendor of its security interest in the same Collateral, in which case the
terms of the Transaction shall be incorporated into the assigned
agreement and shall prevail over any inconsistent terms therein but shall
not be construed to create a new contract.

     5.2 Choice of Law. This Agreement and the rights of the parties
hereto shall be governed by applicable Federal law and the laws of the
State of California. Any action arising out of this Agreement may be
litigated under the laws of California and submitted to the jurisdiction
of California, and that service of process by certified mail, returned
receipt requested, will be sufficient to confer personal jurisdiction over
the Debtor.

     5.3 Protection of the Collateral. At its option, Secured party
may discharge taxes, liens or other encumbrances at any time levied or
placed on the Collateral, may pay for insurance on the Collateral and
may pay for the maintenance and preservation of the Collateral. Debtor
agrees to reimburse Secured Party on demand for any payment made or
any expense incurred by Secured Party pursuant to the foregoing
authorization. Any payments made by Secured party shall be
immediately due and payable by Debtor and shall bear interest at the
rate of fifteen percent (15%) per annum. Until default, Debtor may
retain possession of the Collateral and use it in any lawful manner not
inconsistent with the provisions of this Agreement and any other
agreement between Debtor and Secured Party, and not inconsistent
with any policy of insurance thereon.

     5.4 Binding Agreement; Time of the essence. This Agreement
shall take effect as a sealed instrument and shall be binding upon and 

0251.796                             ADDRESS FOR ALL NOTICES:
                                             825 N.E. Multnornah, Suite 800
                                                     Portland, OR 97232
<PAGE> 6
shall inure to the benefit of the parties hereto, their respective heirs,
executors, administrators, successors, and assigns. Time is of the
essence with respect to the performance of Debtor's obligations under
this Agreement and any other agreement between Debtor and Secured
Party.

     5.5 Enforce ability. Any term, clause or provision of this
Agreement or of any evidence of indebtedness from Debtor to Secured
Party which is unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective only to the extent of such prohibition or
unenforceablity without invalidating the remaining terms or clauses of
such provision or the remaining provisions hereof, and any such
prohibition or unenforceablity in any jurisdiction shall not invalidate or
render unenforceable such term, clause or provision in any other
jurisdiction.

     5.6 Notices. Any notices or demands required to be given
herein shall be given to the parties in writing by United States first class
mail (express, certified or otherwise) at the addresses set forth on page
1 of this Agreement or to such other addresses as the parties may
hereafter substitute by written notice given in the manner prescribed in
this paragraph.


     5.7 Additional Security. If there shall be any other collateral for
any of the obligator's, or for the obligations of any guarantor thereof,
Secured Party may proceed against and/or enforce any or all of the
Collateral and such Collateral in whatever order it may, in its sole
discretion, deem appropriate. Any amount(s) received by Secured Party
from whatever source and applied by it to any of the obligations shall
be applied in such order of application as Secured Party shall from time
to time, in its sole discretion, elect.

6.0 ASSIGNMENT

     6.1 SECURED PARTY MAY SELL OR ASSIGN ANY AND
ALL RIGHT, TITLE AND INTEREST IT HAS IN THE
COLLATERAL AND/OR ARISING UNDER THIS AGREEMENT.
DEBTOR SHALL, UPON THE DIRECTION OF SECURED
PARTY: 1) EXECUTE ALL DOCUMENTS NECESSARY TO
EFFECTUATE SUCH ASSIGNMENT AND, 2) PAY DIRECTLY
AND PROMPTLY TO SECURED PARTY'S ASSIGNEE
WITHOUT ABATEMENT, DEDUCTION OR SET-OFF, ALL
AMOUNTS WHICH HAVE BECOME DUE UNDER THE
ASSIGNED AGREEMENTS, SECURED PARTY'S ASSIGNEE
SHALL HAVE ANY AND ALL RIGHTS, IMMUNITIES AND
DISCRETION OF SECURED PARTY HEREUNDER AND SHALL
BE ENTITLED TO EXERCISE ANY REMEDIES OF SECURED
PARTY HEREUNDER. ALL REFERENCES HEREIN TO
SECURED PARTY SHALL INCLUDE SECURED PARTY'S
ASSIGNEE (EXCEPT THAT SAID ASSIGNEE SHALL NOT BE
CHARGEABLE WITH ANY OBLIGATIONS OR LIABILITIES
HEREUNDER OR IN RESPECT HEREOF). DEBTOR WILL NOT
ASSERT AGAINST SECURED PARTY'S ASSIGNEE ANY
DEFENSE, COUNTERCLAIM OR SET-OFF WHICH DEBTOR
MAY HAVE AGAINST SECURED PARTY.

     6.2 DEBTOR SHALL NOT ASSIGN OR IN ANY WAY
DISPOSE OF ALL OR ANY OF ITS RIGHTS OR OBLIGATIONS
UNDER THIS AGREEMENT OR ENTER INTO ANY
AGREEMENT REGARDING OF ALL OR ANY PART OF THE
COLLATERAL WITHOUT THE PRIOR WRITTEN CONSENT OF
SECURED PARTY WHICH SHALL NOT BE UNREASONABLY
WITHHELD. IN CONNECTION WITH THE GRANTING OF
SUCH CONSENT AND THE PREPARATION OF NECESSARY
DOCUMENTATION, A FEE SHALL BE ASSESSED EQUAL TO
ONE PERCENT (1%) OF THE TOTAL REMAINING BALANCE
THEN DUE HEREUNDER.

7.0 POWER OF ATTORNEY

     7.1 Secured Party is hereby appointed Debtor's attorney-in-fact
to sign Debtor's name and to make non-material amendments
(including completing and conforming the description of the Collateral)
on any document in connection with this Agreement (including any
financing statement) and to obtain, adjust, settle, and cancel any
insurance required by this Agreement and to endorse any drafts in
connection with such insurance.

8.0 NOTICE

     8.1 Under Oregon law, most agreements, promises and
commitments made by Debtor after October 3, 1989, concerning loans
and other credit extensions which are not for personal, family or
household purposes or secured solely by the Debtor's residence must
be in writing, express consideration and be signed by Debtor to be
enforceable.

In Witness Whereof, the parties hereto have caused this Agreement to
be duly executed the ______ day of ____________, 19______.


U.S. BANCORP LEASING & FINANCIAL           R.H. Phillips, Inc.
                                           [Debtor]


By:_____________________________           By: //s// Robert Moore
     An authorized officer thereof             Robert Moore
                                               Chief Financial Officer

0251.796                             ADDRESS FOR ALL NOTICES:
                                             825 N.E. Multnornah, Suite 800
                                                     Portland, OR 97232

<PAGE> 7<PAGE>
MUST BE SIGNED BY DEBTOR
UNIFORM COMMERCIAL CODE-FINANCING STATEMENT
FORM UCC-1(1)
This Financing Statement is presented to filing officer pursuant to the
Uniform Commercial Code. This statement remains effective for a
period of five years from the date of filing subject to extensions for
additional periods of five years by refilling or filing a continuation
statement (UCC-3)

1.a Debtor(s):                                       2a Secured party(ies)

R.H. Phillips, Inc.                                U.S. Bancorp Leasing &
Financial

Tax I.D. 68-0313739                              Tax I.D. #93-0594454

1b Mailing address(es)                        2b. Address of Secured party
from which Security Information is
obtainable

26836 County Road 12A                    825 N.E. Multnomah Street, Suite 800
Esparto, California 95627                Portland, Oregon 97232-2151

                                         Phone # 503 797-0200

3. This financing statement covers the following types (or items) of
Collateral wich is subject to a Loan Agreement dated November 25,
1996. This filing is made as a precaution, in case any of the Collateral is
deemed to be fixtures

See Exhibit "A" attached hereto and made a part hereof

The item(s) of Collateral are to become fixtures on REAL ESTATE
LOCATED AT 26836 County Road 12A, Esparto, California 95627,
County of Yolo. (Described real estate); See Exhibit "B" attached
hereto and made a part hereof.

TOGETHER WITH ALL REPLACEMENTS, PARTS, REPAIRS,
ADDITIONS, ACCESSIONS AND ACCESSORIES
INCORPORATED THEREIN OR AFFIXED OR ATTACHED
THERETO AND ANY AND ALL PROCEEDS OF THE
FOREGOING, INCLUDING WITHOUT LIMITATION,
INSURANCE RECOVERIES.

And the financing statement is to be filed in the real estate records

The name of the record owner is: R.H. Phillips, Inc.


                                     4A. Assignee of Secured
Party if any

                                     4b. Address of Assignee:

This statement is filed without the Debtor's signature to perfect a
security interest in collateral. (Check [x] if so)
[ ] already subject to a security interest in another jurisdiction when it
was brought into this state.
[ ] which is proceeds of the original collateral described above in which
a security interest was perfected:

Check [x] if covered: [x] Proceeds of collateral are also covered [ ]
Products of collateral are also covered.
Filed with: County Real Estate Filing Officer Yolo County CA

R.H. Phillips, Inc.                         U.S. BANCORP LEASING &
FINANCIAL


By: //s// Robert Moore                  
By:______________________________
      Robert Moore,                          Document Specialist
      Chief Financial Officer                
      Signature(s) of Debtors            Signature(s) of Secured Party(ies)

                                    STANDARD FORM - FORM UCC-1.

Return to:

U.S. BANCORP LEASING & FINANCIAL
ATTEN, COLLATERAL REVIEW DEPT.
825 N.E. MULTNOMAH, SUITE 800
PORTLAND, OREGON 97232
RE: LEASE#
<PAGE> 8
INSURANCE AUTHORIZATION


To: George Peterson                         [Agent]
       239 w. Court St. Suite A            [Street Address]
       Woodland, CA 95695                [City, State, Zip]
       916 668-2777                             [Phone]

From: R.H. Phillips, Inc.
           26836 County Road 12A
           Esparto, California 95627

In connection with one or more financing arrangements (the
"Transactions") between ourselves and U.S. BANCORP LEASING &
FINANCIAL (USBLF), you are hereby authorized to issue a certificate
of insurance naming U.S. BANCORP LEASING & FINANCIAL OR
ASSIGNEE THEREOF as Additional Insured and as Loss Payee as its
interest may appear

Property Cost: $1,700,000.00;

With respect to physical damage coverage, please describe USBLF's
interest as follows:

     "Certificate Holder is an Additional Insured and Loss Payee
with regard to all equipment financed or leased by Policy Holder
through or from Certificate Holder."

The required coverage is to be as provided in the Transaction,
including, without limitation, fire, extended coverage, vandalism, theft
and general liability.

We understand that if such certificate is not provided, U.S. BANCORP
LEASING & FINANCIAL has the right under the Transactions to
purchase such insurance at our expense.

                                                    R.H. Phillips, Inc.
 

                                                    By: //s// Robert Moore
                                                        Robert Moore 
                                                        Chief Financial Officer
            
0273.896                           ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232
<PAGE> 9
EQUIPMENT ACCEPTANCE AND 
AUTHORIZATION TO PAY PROCEEDS
AND LOAN AMENDMENT
[AS IS - WHERE IS]
                                             Loan Transaction
Number

To: U.S. BANCORP LEASING & FINANCIAL

Re: Schedule to Master Loan Agreement Dated as of ___________
(the "Agreement") between U.S. BANCORP LEASING &
FINANCIAL, as Secured Party, and R.H. Phillips, Inc., Debtor.

     YOU ARE HEREBY AUTHORIZED to disburse the proceeds
of the loan evidenced by the Agreement as follows for the purchase of
the personal property specified (the "Collateral"):

     $1,700,000.00                   U.S. Bank of California

     See Exhibit "A" attached hereto and made a part thereof

     TOTAL AMOUNT TO BE DISBURSED - $1,700,000.00

     YOU ARE HEREBY FURTHER AUTHORIZED to insert in
the Agreement the date of disbursement of funds under this
Authorization as the Effective Date of the Agreement.

     WE HEREBY CERTIFY AND ACKNOWLEDGE FOR THE
BENEFIT OF SECURED PARTY THAT: a) although the Collateral
has not been delivered to us, we hereby accept the Collateral on an
"AS-IS, WHERE-IS" basis for all purposes as of the date hereof; b)
upon the disbursement of the proceeds of the loan as set forth above,
the Secured Party will have fully and satisfactorily satisfied all its
obligations under the Agreement; c) any and all conditions to the
effectiveness of the Agreement or to our obligations under the
Agreement have been satisfied; d) we have no defenses, set-offs or
counterclaims to any such obligations; and e) the Agreement is in full
force and effect.

     WE HEREBY REPRESENT AND WARRANT FOR THE
BENEFIT OF SECURED PARTY THAT: a) any right we may have
now or in the future to reject the Collateral or to revoke or acceptance
thereof has terminated as of the date hereof; b) we hereby waive any
such right by the execution hereof; c) the date of this Authorization is
the earliest date upon which the certifications, acknowledgments,
representations and warranties made herein could be correctly and
properly made. We hereby acknowledge that the Secured Party is
relying on this Authorization as a condition to disbursing the proceeds
of the loan as set forth above.

     IN WITNESS WHEREOF, we have executed this
Authorization as of the _________ day of ____________, 19____.

SIGN, DATE AND RETURN TO:
                                                      R.H. Phillips, Inc.
U.S. BANCORP LEASING & FINANCIAL
825 N.E. Multnomah, Suite 800
Portland, Oregon 97232
                                                      By: //s// Robert
Moore                                                 Robert Moore
                                                      Chief Financial Officer

0243.296                           ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232
<PAGE> 10
CORPORATE RESOLUTION
   (LEASE / LOAN)

I HEREBY CERTIFY to and for the benefit of U.S. BANCORP
LEASING & FINANCIAL ("USBLF") that; a) I am the duly elected
qualified and currently serving _________ Secretary of R.H. Phillips,
Inc., a corporation organized under the laws of the State of California
(the "Corporation"); b) I am authorized to execute this Certificate; c)
the following is a true and correct copy of certain Resolutions duly
adopted by the Board of Directors of the Corporation; d) I have placed
a copy of such Resolutions in the official records of the Corporation; e)
such Resolutions have not been rescinded, amended or otherwise
altered or affected or repealed; f) such Resolutions are now in full force
and effect; and, g) there is no provision of the corporate charter and/or
Certificate of Incorporation o the By-laws of the Corporation limiting
the power of the Board of Directors to adopt such Resolutions and that
such Resolutions are in full conformity therewith.

RESOLVED:

That the Corporation from time to time leases personal property from
USBLF and/or borrows money or obtain credit from time to time from
USBLF, and that the entire amount of borrowing or credit under this
resolution at any one time, whether direct or indirect, absolute or
contingent, shall be unlimited.

RESOLVED:

That any one of the following persons:

Chief Financial Officer

is hereby authorized to borrow money and to obtain credit and other
financial accommodations (including the leasing of personal property)
for the Corporation on such terms as may seem to them advisable; and
to execute and deliver on behalf of the Corporation, and affix the seal
of the Corporation to, any and all documentation required in
connection therewith in such form and containing such terms and
conditions as the officer(s) executing such documents shall approve as
being advisable and proper and in the best interests of the Corporation;
and that the execution thereof by such officer(s) shall be conclusive
evidence of such approval; and, as security for the Corporation's
obligations to USBLF, to pledge, assign, transfer, mortgage, grant a
security interest in, hypothecate, or otherwise encumber any and all
property of the Corporation whether tangible or intangible property of
the Corporation with full authority to endorse or guarantee the same in
the name of the Corporation; and to execute and deliver all instruments
of assignment and transfer and to affix the corporate seal; and to
discount any bills receivable or other negotiable paper held by the
Corporation with full authority to endorse the same n the name of the
Corporation;

RESOLVED:

That the officers of the Corporation are hereby further authorized to
take any and all such other actions as may be necessary to carry out the
intent and purposes of the foregoing Resolutions, and that any and all
actions taken by such officers to carry out such intent and purposes
prior to the adoption of these Resolutions are hereby ratified and
confirmed by, and adopted as the action of, the Board of Directors of
the Corporation;

RESOLVED:

That this resolution shall constitute a continuing authority to the
designated person or persons to act on behalf of the Corporation, and
the powers and authority granted herein shall continue until revoked by
the Corporation, and formal written notice of such revocation shall
have been given to USBLF. This resolution does not supersede similar
prior resolutions given to USBLF or any entity related to or affiliated
therewith.

0110.396                           ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232
<PAGE> 11
RESOLVED:

That any officer of the Corporation is hereby authorized to certify to
USBLF the foregoing Resolutions, and that the provisions thereof are
in conformity with the corporate charter and/or Certificate of
incorporation and the By-laws of the Corporation.

I HEREBY FURTHER CERTIFY that pursuant to the corporate
charter and/or Certificate of Incorporation and the By-laws of the
Corporation, and any other appropriate documents of the Corporation
as may be necessary, the following named person(s) have been properly
designated and appointed to the office(s) indicated below, that such
person(s) continue to hold such office(s) at the time of execution of the
documentation for the transaction(s) with USBLF, and that the
signature(s) of such person(s) shown below are genuine.

OFFICE                              NAME                       SIGNATURE

Chief Financial Officer      Robert Moore            //s// Robert Moore
__________Secretary        //s// Robert Moore     //s// Robert Moore

I HEREBY FURTHER CERTIFY that, pursuant to the corporate
charter and/or Certificate of Incorporation and By-laws of the
Corporation, and any other appropriate documents of the Corporation
as may be necessary, I have the power and authority to execute this
Certificate on behalf of the Corporation, and that I have so executed
this Certificate on the 13th day of Dec., 1996.

                                                      By: //s// Robert Moore
                                                            ________ Secretary

*If the certifying officer is authorized to sign alone, this resolution must
also be certified by a Director.

I, Lane Giguiere, a Director of the Corporation, hereby certify as
follows:

1. That I am duly qualified and acting Director of the Corporation.

2. That Robert Moore is the duly elected, qualified and acting _______
Secretary of the Corporation; and that such person has duly and with
lawful corporate power and authority, executed and sealed the above
Certificate on behalf of the Corporation; and that the statements
contained in such Certificate are true and accurate in all respects.

                                                    By: //s// Lane Giguiere
                                                           Director


0110.396                           ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232
<PAGE> 12
Exhibit "A"

Mueller;

Insulated Wine Tanks as described;

Ten (10) 25,000 Gallon, s/n's 1758944, 1758946, 1758948, 1758949,
17589410, 1758941, 1758942, 1758943, 1758945, 1758947
Twelve (12) 6,000 Gallon, s/n's 1758941, 1759942, 1759943,
1759944, 1759945, 1759946, 17589412, 17589413, 17589421,
17589422, 17589423, 17589424
One (1) 12,000 Gallon, s/n 17589413
One (1) 18,000 Gallon, s/n 17589414
Two (2) 50,000 Gallon, s/n's 1777661, 1777662

P & L Specialties;

One (1) 8' X 30' SS Grape Receiving Hopper with inclined conveyor,
s/n __________

FP Packaging, Invoice #55553 dated 8/7/96;

One (1) Diemme AR320 32000 Litre Tank Press, s/n ___________

RLS Equipment Co., 

One (1) AMOS Destemmer, s/n __________
One (1) Kiesel Progressive Cavity Pump, s/n ___________

Les Tonnelleries De Bourgogne;

Eighty (80) 228 Liter Bordeaux Export Barrels, Allier Oak Medium
Toast

Lafitte Tonnellerie D'Art;

Twenty (2) 225 Liter Bordeaux Export Barrels, Medium Toast
One Hundred (100) 225 Liter Bordeaux Export Barrels, Medium +
Toast

Tonnellerie Mercier;

Three Hundred (300) 225 Liter French Oak Barrels, Bordeaux Export
Style (190 Allier Medium toast, 110 Allier Medium Toast +)
Eight (8) 500 Liter French Oak Barrels (6 Allier Medium Toast+, 2
Allier Medium Toast)

Tonnellerie Francaise;

Ten (10) 225 Liter T/F Trpt Cen MT TH Barrels
Ten (10) 225 Liter T/F AO MO MT TH Barrels
Ten (10) 225 Liter T/F AO VA MT TH Barrels


0110.396                           ADDRESS FOR ALL NOTICES:
                                            825 N.E. Multnomah, Suite 800
                                                   Portland, OR 97232
<PAGE> 13
Ten (10) 225 Liter T/F AO PA MT TH Barrels
Ten (10) 225 Liter T/F OO  MT TH Barrels
Two (2) 225 Liter T/F Trpt AO Tight MT TH Barrels
Two (2) 225 Liter T/F Trpt AO Tight HT TH Barrels
Two (2) 225 Liter T/F Trpt AO Loose MT TH Barrels
Two (2) 225 Liter T/F Trpt AO Loose HT TH Barrels
Eighty (80) 225 Liter T/F Trpt AO PA MT+ TH Barrels
Eighty-Two (82) 225 Liter TRPT AO MO MT+TH Barrels
          
The Boswell Company;
          
Ten (10) Mendocino American Oak Barrels
          
Seguin Moreau Nap Cooperage;
          
Thirty (30) Bordeaux Export American Oak
Medium Toast w/TH Barrels
Twenty (20) Bordeaux Export American Oak
Medium + Toast w/TH
          
World Cooperage Co.
         
Eighty-Six (86) 59 Gallon A/O Medium Toast + Barrels
One Hundred (100) 59 Gallon A/O Medium Toast Barrels
Sixty (60) 59 Gallon A/O Medium Toast Barrels
Forty (40) 59 Gallon A/O Medium Toast + Barrels
Fourteen (14) 59 Gallon A/O Medium Toast + Barrels
          
Demptos
        
One (1) 112 Liter Bordeaux Allier Oak Barrel
One Hundred Fifty (150) Napa 225 Liter 90cm
Export American Oak Barrels
Seventy (70) Napa 225 Liter 90cm Export
American Oak Barrels
Sixty (60) Bordeaux 225 Liter 95cm Export Center
of France Barrels
Ten (10) Bordeaux 225 Liter 95cm Export Center
of France Barrels
          
Each of the above units are complete as equipped
Including, but not limited to, all attachments,
accessories and replacements relating thereto.
          
                                      R.H. Phillips, Inc.
          
          
        
                                      //s// Robert Moore
                                      Robert Moore
                                      Chief Financial Officer
          
0232.596                           ADDRESS FOR ALL NOTICES:
                                             825 N.E. Multnomah, Suite 800
                                             Portland, OR 97232