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                                                                    EXHIBIT 10.2


1. PURCHASE AND SALE:
F & J FARMS, LLC, AND OR PERMITTED ASSIGNS                            ("BUYER").
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agrees to buy and
HINES NURSERIES, INC.                                                ("SELLER").
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agrees to sell property described as:
Street Address: SW 157 AVENUE AT 174TH STREET
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Legal Description:

AS PER MIAMI-DADE COUNTY TAX ROLLS, THE TAX FOLIO NUMBER IS REFERENCED AS:
30-5932-000-0010, SECTION 32, TOWNSHIP 55, RANGE 39 EAST, CONTAINING 79.47 ACRES
MORE OR LESS, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA, TO BE DETERMINED
AND MORE PARTICULARLY DESCRIBED IN TITLE COMMITMENT, AND SUPPLEMENTED BY UPDATED
SURVEY, AS NECESSARY. PURCHASE PRICE TO BE CALCULATED AT THE PRICE OF $90,000.00
PER ACRE, EXCLUDING**

and the following Personal Property:

** RIGHTS-OF-WAY FOR ROADWAYS/WALKWAYS, BUT INCLUDING IN THE MEASUREMENT ANY
EASEMENTS FOR UTILITIES, INCLUDING ELECTRICITY, WATER, SEWER, OR OTHER SERVICES
FOR THE BENEFIT OF THE PROPERTY. THE PURCHASE PRICE REFERENCED BELOW IS EQUAL TO
$90,000.00 PER ACRE X 79.47 (THE GROSS ACREAGE REFLECTED ON PRIOR SURVEY, WHICH
SHALL BE SUBJECT TO ADJUSTMENT, IF NECESSARY).

(all collectively referred to as the "Property") on the terms and conditions set
forth below. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE ON WHICH THE LAST
OF THE PARTIES SIGNS THE LATEST OFFER. TIME IS OF THE ESSENCE IN THIS CONTRACT.
Time periods of 5 days or less will be computed without including Saturday,
Sunday or national legal holidays and any time period ending on a Saturday,
Sunday or national legal holiday will be extended until 5:00 p.m. of the nest
business day.

2. PURCHASE PRICE:                                               $ 7,152,300.00
                                                                 --------------
(a) Deposit held in escrow by ADAM GALLINAR, P. A.               $   250,000.00
                                                                 --------------
(b) Additional deposit to be made within__30____days from
    Effective Date                                               $   250,000.00.
                                                                 --------------
(c) Total mortgages (as referenced in Paragraph 3)               $             .
                                                                 --------------
(d) Other: ADDITIONAL DEPOSIT AT OR PRIOR TO EXPIRATION OF
    INSPECTION PERIOD.                                           $             .
                                                                 --------------
(e) Balance to close, subject to adjustment and prorations,
    to be made with cash, locally drawn certified or cashier's
    check or wire transfer.                                      $ 6,652,300.00
                                                                 --------------

3. THIS SECTION WAS INTENTIONALLY OMITTED

4. TITLE: SELLER has the legal capacity to and will convey marketable title to
the Property by [x] statutory warranty deed, but subject to property taxes for
the year of closing: covenants, restrictions and public utility easements of
record; and (list any other matters to which title will be subject) MATTERS
LISTED IN THE INSURANCE COMMITMENT EXCEPT MONETARY ENCUMBRANCES.

         (a) This section was intentionally omitted
         (b) This section was intentionally omitted
         (c) This section was intentionally omitted
         (d) INGRESS AND EGRESS: SELLER warrants that the Property presently has
         ingress and egress.
         (e) POSSESSION: SELLER will deliver possession and keys for all locks
         and alarms to BUYER at closing.

5. CLOSING DATE AND PROCEDURE: This transaction will be closed in MIAMI-DADE
County, Florida on or before or within 60 days from Effective Date ("Closing
Date"), unless otherwise extended herein. [ ] SELLER [x ] BUYER will designate
the closing agent. BUYER and SELLER will, within 30 days from Effective Date,
deliver to Escrow Agent signed instructions which provide for closing procedure.
If an institutional lender is providing purchase funds, lender requirements as
to place, time of day and closing procedures will control over any contrary
provisions in this Contract.

         (a)      COSTS: BUYER will pay taxes and recording fees on notes,
                  mortgages and financing statements and recording fees for the
                  deed. SELLER will pay taxes on the deed and recording fees for
                  documents needed to cure title defects. If SELLER is obligated
                  to discharge any encumbrances at or prior to closing and fails
                  to do so, BUYER may use purchase proceeds to satisfy the
                  encumbrances.
         (b)      DOCUMENTS: SELLER will provide the deed, bill of sale,
                  mechanic's lien affidavit, assignments of permits and
                  licenses. If SELLER is a corporation, SELLER will deliver a
                  resolution of its Board of Directors authorizing the sale and
                  delivery of the deed and certification by the corporate
                  Secretary certifying the resolution and setting forth facts
                  showing the conveyance conforms with the requirements of local
                  law. BUYER ( RA ) ( ) SELLER ( CMP ) ( ) acknowledges receipt
                  of this page.

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         (c)      TAXES, ASSESSMENTS, AND PRORATIONS: The following items will
                  be made current and prorated [x] as of Closing Date [ ] as of
                  ____________: real estate taxes, bond and assessment payments
                  and assumed by BUYER. If the amount of taxes and assessments
                  for the current year cannot be ascertained, rates for the
                  previous year will be used with due allowance being made for
                  improvements and exemptions. SELLER is aware of the following
                  assessments affecting or potentially affecting the Property:
                  _____________________________. BUYER will be responsible for
                  all assessments of any kind which become due and owing on or
                  after Effective Date, unless the improvement is substantially
                  completed as of Closing Date, in which case SELLER will be
                  obligated to pay the entire assessment.
         (d)      FIRPTA TAX WITHHOLDING: The Foreign Investment in Real
                  Property Act ("FIRPTA") requires BUYER to withhold at closing
                  a portion of the purchase proceeds for remission to the
                  Internal Revenue Service ("I.R.S.") if SELLER is a "foreign
                  person" as defined by the Internal Revenue Code. The parties
                  agree to comply with the provisions of FIRPTA and to provide,
                  at or prior to closing, appropriate documentation to establish
                  any applicable exemption from the withholding requirement. If
                  withholding is required and BUYER will provide proof to SELLER
                  that such funds were property remitted to I.R.S.

6. ESCROW: BUYER and SELLER authorize ADAM GALLINAR, P.A. Telephone:305-416-6800
Fax:305-416-6811 Address:1200 BRICKELL AVENUE, SUITE 900, MIAMI, FLORIDA 33131
to act as "Escrow Agent" to receive funds and other items and, subject to
clearance, disburse them in accordance with the terms of this Contract. Escrow
Agent will deposit all funds received in [ ] a non-interest bearing escrow
account [ ] an interest bearing escrow account with interest accruing to
_____________________ with interest disbursed (check one) [ ] at closing [ ] at
___________ intervals. If Escrow Agent receives conflicting demands or has a
good faith doubt as to Escrow Agent's duties or liabilities under this Contract,
he/she may (a) hold the subject matter of the escrow until the parties mutually
agree to its disbursement or until issuance of a court order or decision of
arbitrator determining the parties' rights regarding the escrow or (b) deposit
the subject matter of the escrow with the clerk of the circuit court having
jurisdiction over the dispute. Upon notifying the parties of such action, Escrow
Agent will be released from all liability except for the duty to account for
items previously delivered out of escrow. If a licensed real estate broker,
Escrow Agent will comply with applicable provisions of Chapter 475, Florida
Statutes. In any suit or arbitration in which Escrow Agent is made a party
because of acting as agent hereunder or interpleads the subject matter of the
escrow, Escrow Agent will recover reasonable attorneys' fees and costs at all
levels, with such fees and costs to be paid from the escrowed funds or
equivalent and charged and awarded as court or other costs in favor of the
prevailing party. The parties agree that Escrow Agent will not be liable to any
person for misdelivery to BUYER or SELLER of escrowed items, unless the
misdelivery is due to Escrow Agent's willful breach of this Contract or gross
negligence.

7. PROPERTY CONDITION: SELLER will deliver the Property to BUYER at the time
agreed in its present "as is" condition, ordinary wear and tear excepted, and
will maintain the landscaping and grounds in a comparable condition. SELLER
makes no warranties other than marketability of title. By accepting the Property
"as is," BUYER waives all claims against SELLER for any defects in the property.
(Check (a) or (b))

         [ ] (a) AS IS: BUYER has inspected the Property or waives any right to
         inspect and accepts the Property in its "as is" condition.

         [x] (b) DUE DILIGENCE PERIOD: BUYER will, at BUYER'S expense and within
         30 days from Effective Date ("Due Diligence Period"), determine whether
         the Property is suitable, in BUYER'S sole and absolute discretion, for
         BUYER'S intended use and development of the Property as specified in
         Paragraph 4. During the Due Diligence Period, BUYER may conduct any
         tests, analyses, surveys and investigations ("Inspections") which BUYER
         deems necessary to determine to BUYER'S satisfaction the Property's
         engineering, architectural, environmental properties; zoning and zoning
         restrictions; flood zone designation and restrictions; subdivision
         regulations; soil and grade; availability of access to public roads,
         water, and other permits, government approvals and licenses; compliance
         with American with Disabilities Act; absence of asbestos, soil and
         ground water contamination; and other inspections that BUYER deems
         appropriate to determine the suitability of the Property for BUYER'S
         intended use and development. BUYER shall deliver written notice to
         SELLER prior to the expiration of the Due Diligence Period of BUYER'S
         determination of whether or not the Property is acceptable. BUYER'S
         failure to comply with this notice requirement shall constitute
         acceptance of the Property in its present "as is" condition. SELLER
         grants to BUYER, its

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BUYER ( RA ) ( ) SELLER ( CMP ) ( ) acknowledges receipt of this page.

         agents, contractors and assigns, the right to enter the Property at any
         time during the Due Diligence Period for the purpose of conducting
         Inspections; provided, however, that BUYER, it agents, contractors and
         assigns enter the Property and conduct Inspections at their own risk.
         BUYER shall indemnify and hold SELLER harmless from losses, damages,
         costs, claims and expenses of any nature, including attorney's fees at
         all levels, and from liability to any person, arising from the conduct
         of any and all inspections or any work authorized by BUYER. BUYER will
         not engage in any activity that could result in a mechanic's lien being
         filed against the Property without SELLER'S prior written consent. In
         the event this transaction does not close, (1) BUYER shall repair all
         damages to the Property resulting from the Inspections and return the
         Property to the condition it was in prior to conduct of the
         Inspections, and (2) BUYER shall, at BUYER'S expenses, release to
         SELLER all reports and other work generated as a result of the
         Inspections. Should BUYER deliver timely notice timely notice that the
         Property is not acceptable, SELLER agrees that BUYER'S deposit shall be
         immediately returned to BUYER and the Contract terminated.

         (C) WALK-THROUGH INSPECTION: BUYER may, on the day prior to closing or
         any other time mutually agreeable to the parties, conduct a final
         "walk-through" Inspection of the Property to determine compliance with
         this paragraph and to ensure that all Property is on the premises.

         (D) DISCLOSURES:

                  1.       RADON GAS: Radon is a naturally occurring radioactive
                           gas that, when it has accumulated in a building in
                           sufficient quantities, may present health risks to
                           persons who are exposed to it over time. Levels of
                           radon that exceed federal and state guidelines have
                           been found in buildings in Florida. Additional
                           information regarding radon and radon testing may be
                           obtained from your county public health unit.
                  2.       ENERGY EFFICIENCY: BUYER may have determined the
                           energy efficiency rating of the building, if any is
                           located on the Real Property.

8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: SELLER will continue to operate
the Property and any business conducted on the Property in the manner operated
prior to Contract and will take no action that would adversely impact the
Property, tenants, lenders or business, if any. Any changes, such as renting
vacant space, that materially affect Property or BUYER'S intended use of the
Property will be permitted [ x ] only with BUYER'S consent [ ] without BUYER'S
consent.

9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event
any condition of this Contract is not met and BUYER has timely given any
required notice regarding the condition having not been met, BUYER'S deposit
will be returned in accordance with applicable Florida laws and regulations.

10. DEFAULT

         (a)      In the event the sale is not closed due to any default or
                  failure on the part of SELLER other than failure to make the
                  title marketable diligent effort, BUYER may either (1) receive
                  a refund of BUYER'S deposit(s) (2) seek specific performance.

         (b)      In the event the sale is not closed due to any default or
                  failure on the part of BUYER, SELLER may retain al deposit(s)
                  paid or agreed to be paid by BUYER as agreed upon liquidated
                  damages, consideration for the execution of this Contract, and
                  in full settlement of any claims, upon which this Contract
                  will terminate.

11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or
relating to this Contract, the prevailing party, which for purposes of this
provision will include BUYER, SELLER and Broker, will be awarded reasonable
attorneys' fees, costs and expenses.

12. BROKERS: Neither BUYER nor SELLER has utilized the services of, or for any
other reason owes compensation to, a licensed real estate Broker other than:

         (a) LISTING BROKER: MICHAEL J. AMBROSE 4% (WITH REBATE OF 1% OF
         PURCHASE PRICE CREDITED/PAID TO BUYER AT CLOSING) who is [x] an agent
         of POINTS REAL ESTATE SERVICES, INC. [ ] a transaction broker [ ] a
         nonrepresentative and who will be compensated by [x] SELLER [ ] BUYER [
         ] both parties pursuant to [ ] a listing agreement [ ] other (specify):
         (b) COOPERATING BROKER: ______________________________________________.
          who is [ ] an agent of ______________________________________________.

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BUYER ( RA ) ( ) SELLER ( CMP ) ( ) acknowledges receipt of this page.

         [ ] a transaction broker [ ] a nonrepresentative and who will be
         compensated by [ ] BUYER [ ] SELLER [ ] both parties pursuant to [ ]
         and MLS or other offer of compensation to a cooperating broker [ ]
         other (SPECIFY) . (collectively referred to as "Broker") in connection
         with any act relating to the Property, including but not limited to
         inquires, introductions, consultations and negotiations resulting in
         this transaction. SELLER and BUYER agree to indemnify and hold Broker
         harmless from and against losses, damages, costs and expenses of any
         kind, including reasonable attorneys' fees at all levels and from
         liability to any person, arising from (1) compensation claimed which is
         inconsistent with the representation in this Paragraph, (2) enforcement
         action to collect a brokerage fee pursuant to Paragraph 10, (3) any
         duty accepted by Broker at the request of BUYER or SELLER, which duty
         is beyond the scope of services regulated by Chapter 475, F.S., as
         amended, or (4) recommendations of or services provided and expenses
         incurred by any third party whom Broker refers, recommends or retains
         for or on behalf of BUYER or SELLER.

13. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related
entity, and otherwise [x] is not assignable [ ] is assignable. The terms
"BUYER," "SELLER" and "Broker" may be singular or plural. This Contract is
binding upon BUYER or SELLER and their heirs, personal representatives,
successors and assigns (if assignment is permitted).

14. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and
are attached as an addendum to this Contract): [ ] Arbitration [ ] Seller
Warranty [ ] Existing Mortgage [ ] Section 1031 Exchange [ ] Coastal
Construction Control Line [ ] Other_______________ [ ] Property Inspection and
Repair [ ] Flood Area Hazard Zone [ ] Other_______________ [ ] Seller
Representations [ ] Seller Financing [ ] Other_______________

15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement
between BUYER and SELLER. Modifications of this Contract will not be binding
unless in writing, signed and delivered by the party to be bound. Signatures,
initials, documents referenced in this Contract, counterparts and written
modifications communicated electronically or n paper will be acceptable for all
purposes, including delivery, and will be binding. Handwritten or typewritten
terms inserted in or attached to this contract prevail over preprinted terms. If
any provision of this Contract is or becomes invalid or unenforceable, all
remaining provisions will continue to be fully effective. This Contract will be
construed under Florida law and will not be recorded in any public records.
Delivery of any written notice to any party's agent will be deemed delivery to
that party.

THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO
VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE IMPORATANT TO THEM AND TO CONSULT
AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING
CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PREPERTY AND TRANSACTION, STAUS
OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PRPERTY
CONDITION, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE. BUYER ACKNOWLEDGES THAT
BROKER DOES NOT OCCUPY THE PRPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRTTEN OR
OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS
UNLESS BROKER INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER
AGREES TO RELY SOLEY ON SELLER, PROFESSIONAL INPECTORS AND GOVERNMENATL AGENCIES
FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND FACTS THAT
MATERIALLY AFFECT PROPERTY VALUE.

DEPOSIT CHECK: Deposit of $250,000.00

By [x] ________ check [ ] other ________________ received on 1/9/07____________,
By _/s/ Robert Adams____________________________________________________________
Signature of Escrow Agent
OFFER: BUYER to purchase the Property on the above terms and conditions. Unless
acceptance is signed by SELLER and a signed copy delivered to BUYER or BUYER'S
agent no later than upon presentation [ ] a.m. [ ] p.m. on ____________________,
BUYER may revoke this offer and receive a refund of all deposits.

 F & J FARMS, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AND/OR PERMITTED ASSIGNS

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BUYER ( RA ) ( ) SELLER ( CMP ) ( ) acknowledges receipt of this page.

Date:_____1-9-2007_____ BUYER_/s/ROBERT ADAMS _________ Tax ID No:______________

Title:Atty & Auth Signatory__ Telephone: 305-416-6820__ Facsimile:305-416-6811__
Address:________________________________________________________________________

Date:___________________ BUYER______________________ Tax ID No:_________________

Title:_______________ Telephone:__________________ Facsimile:___________________
Address:________________________________________________________________________

ACCEPTANCE: SELLER accepts BUYER'S offer and agrees to sell the Property on the
above terms andconditions ( [ ] subject to the attached counter offer).

Date:___1/10/07___ BUYER /S/CLAUDIA M. PIEROPAN___ Tax ID No:_33-0411319______

Title:CFO______ Telephone: (949) 936-8122_______ Facsimile:_______
Address:_________________________________________

Date:___________________ BUYER____________________ Tax ID No:___________________

Title:_________________ Telephone:__________________ Facsimile:_________________
Address:________________________________________________________________________


BUYER ( RA ) ( ) SELLER ( CMP ) ( ) acknowledges receipt of this page.

<PAGE>

                         ADDENDUM TO COMMERCIAL CONTRACT


         THIS ADDENDUM (the "Addendum") is being executed simultaneously with,
in consideration of, and as part of the foregoing Commercial Contract (the
"Contract") by and between F & J FARMS, LLC, A FLORIDA LIMITED LIABILITY
COMPANY, AND/OR PERMITTED ASSIGNS, as Buyer, and HINES NURSERIES, INC., A
CALIFORNIA CORPORATION, as Seller, in connection with the purchase and sale of
the real and personal property referenced in the Contract (the "Property"). The
parties hereby expressly agree as follows:

         1. Unless the context otherwise requires, all initial capitalized terms
used but not defined in this Addendum shall have the meaning or meanings given
to such terms in the Contract. This Addendum shall be deemed a part of, but
shall take precedence over and supersede any provisions to the contrary
contained in the Contract, including handwritten changes. All references in the
Contract or this Addendum to the Contract shall be deemed to refer to the
Contract as modified by this Addendum, unless the context otherwise requires.

         2. The parties acknowledge and agree that the Seller may solicit
"back-up" offers for the sale of the Property.

         3. Sections 4(a) (b) and (c) of the Contract are hereby deleted in
their entirety and replaced with the following:

                  TITLE: Within three (3) days of the Effective Date, Seller
                  shall cause a local title insurance company (the "TITLE
                  COMPANY") to issue and deliver to Buyer a title commitment
                  ("TITLE COMMITMENT") in the amount of the Purchase Price.
                  Buyer shall have until 5:00 p.m. Eastern Standard Time on the
                  day which is thrity (30) days from Effective Date (the "TITLE
                  CONTINGENCY DATE") to review and approve (a) the Title
                  Commitment and all supplements thereto delivered to Buyer
                  prior to the Title Contingency Date, and all exceptions to
                  title referred to therein, (b) all additional matters, if any,
                  affecting title to the Property disclosed by Seller to Buyer
                  in writing, and (c) all matters which would be disclosed by an
                  ALTA survey of the Property prepared in accordance with the
                  1999 Minimum Detail Requirements for ALTA/ACSM Land Title
                  Surveys (or, if Buyer obtains an ALTA survey, as disclosed in
                  such survey) ("ALTA/ACSM REQUIREMENTS") (collectively, "TITLE
                  AND SURVEY MATTERS"). Unless Buyer gives written notice to the
                  Escrow Agent and Seller ("TITLE APPROVAL NOTICE") that it
                  disapproves of (or subject to the provisions of the
                  immediately following sentence) any of the Title and Survey
                  Matters on or before the Title Contingency Date, Buyer shall
                  be deemed to have approved all of the Title and Survey
                  Matters. In the event Buyer desires to approve some, but not
                  all, of the Title and Survey Matters, Buyer shall list all
                  Title and Survey Matters so disapproved ("DISAPPROVED
                  EXCEPTIONS") in the Title Approval Notice delivered on or
                  before the Title Contingency Date; all Title and Survey
                  Matters not so disapproved in such Title Approval Notice shall
                  automatically be deemed approved by Buyer. Notwithstanding the
                  foregoing, all deeds of trust, judgments, mechanics and other
                  monetary liens in each case caused by Seller (other than
                  non-delinquent real property taxes and assessments) shall be
                  removed by Seller at the Closing Date regardless of whether
                  Buyer objects to same. If Buyer disapproves of one or more of
                  the Title and Survey Matters, Seller shall have a five (5) day

<PAGE>

                  period after its receipt of Buyer's Title Approval Notice
                  within which to notify Buyer in writing (which writing shall
                  describe the response selected) of its intention to remove
                  prior to the Closing Date the Disapproved Exceptions (Seller
                  having the right but not the obligation to do so). If for any
                  reason, within such five (5) day period, Seller does not
                  provide Buyer with such notice, Seller shall be deemed to have
                  elected to not remove (or obtain such endorsements for) such
                  Disapproved Exceptions. If Seller does not agree, or is deemed
                  not to have agreed, to so remove any Disapproved Exceptions,
                  then Buyer shall have the right either to waive such
                  Disapproved Exceptions or to terminate this Contract by
                  delivery of written notice to Seller and Escrow Agent within
                  three (3) days after the expiration of such five (5) day
                  period ("WAIVER NOTICE"). Buyer's failure to deliver to Seller
                  and Escrow Agent the Waiver Notice within such three (3) day
                  period shall be conclusively deemed Buyer's election waive
                  such Disapproved Exceptions and proceed to closing. In the
                  event this Contract terminates in accordance with this
                  Section, the obligations of Seller to sell, and Buyer to buy,
                  the Property as provided herein, and each of the parties'
                  obligations under this Contract, except for those obligations
                  hereunder which are specifically stated to survive such a
                  termination, shall terminate. Seller and Buyer shall have no
                  further obligation in connection herewith. Upon termination of
                  this Contract pursuant to this Section, Buyer shall pay all of
                  Escrow Agent's and Title Company's cancellation fees, the
                  Deposit shall be immediately returned to Buyer, all due
                  diligence materials provided by Seller shall be promptly
                  delivered by Buyer to Seller, and Buyer shall promptly deliver
                  to Seller all entitlement materials, applicants and
                  agreements, all surveys, appraisals, investigative reports and
                  other written materials developed by (or for the benefit of)
                  Buyer (excluding marketing and economic feasibility studies
                  and reports, internal correspondence and communications and
                  other confidential or proprietary information and materials)
                  in connection with its due diligence review as set forth in
                  this Contract.

                   Exceptions to Title. Buyer shall be obligated to accept title
                   to the Property subject only to the following exceptions to
                   title (collectively, the "PERMITTED EXCEPTIONS"): (a) real
                   estate taxes and assessments not then delinquent; (b) the
                   printed exceptions which appear in the owner's title policy
                   issued by the Title Company; (c) all Title and Survey Matters
                   approved by Buyer pursuant to this Contract; and (d) any
                   matters affecting the Property which are created by or with
                   the consent of Buyer, including, without limitation, any
                   matters relating to entitlements sought by Buyer prior to the
                   Closing Date. Buyer shall be responsible for charges for its
                   owner's title policy (and any endorsements) and the cost of
                   any survey prepared in connection herewith.

         4. Except as otherwise expressly provided in this Contract, Buyer
hereby acknowledges and agrees that the sale of the Property hereunder is and
will be made on an "AS IS, WHERE IS" BASIS AND WITH ALL FAULTS AND THAT SELLER
HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE,
OF, AS TO, CONCERNING OR WITH RESPECT TO, THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, (1) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION
THEREOF, (2) SURFACE AND SUBSURFACE GEOLOGICAL AND SOILS CONDITIONS, (3) WHETHER
OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS
AFFECTED BY ANY WATER, FLOOD HAZARD OR FLOOD LIKELIHOOD, (4) DRAINAGE ISSUES,
CONDITIONS OR PROBLEMS, (5) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR
ANY PORTION THEREOF, (6) USAGES OF ADJOINING PROPERTY, (7) ACCESS TO THE
PROPERTY OR ANY PORTION THEREOF, (8) THE VALUE, SIZE, LOCATION, AGE, USE,
DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE
TO, OR PHYSICAL CONDITION OF THE PROPERTY OR ANY INCOME, EXPENSES, CHARGES,
LIENS, ENCUMBRANCES, RIGHTS, OR CLAIMS ON OR AFFECTING, OR PERTAINING TO, THE
PROPERTY OR ANY PART THEREOF, (9) THE PRESENCE OF HAZARDOUS MATERIALS OR

<PAGE>

SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (10) THE
CONDITION OR CURRENT OR POTENTIAL USE OF THE PROPERTY OR COMPLIANCE OF THE
PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL
ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES,
CODES OR OTHER SIMILAR LAWS, (11) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND
STORAGE TANKS, OR (12) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE
PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT BUYER HAS NOT RELIED
ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH PROPERTY FOR ANY PARTICULAR
PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY
PARTICULAR PURPOSE). Buyer further acknowledges and agrees that any information
provided or to be provided with respect to the Property including, without
limitation, the due diligence materials, was obtained from a variety of sources
and that, except as expressly set forth in this Contract, Seller has not made
any independent investigation or verification of such information and makes no
representations as to the accuracy or completeness of such information. Seller
shall not be liable for any failure to investigate the Property nor shall Seller
be bound in any manner by any verbal or written statements, representations,
appraisals, environmental assessment reports, or other information pertaining to
the Property or the operation thereof, furnished by Seller or by any real estate
broker, attorney, agent, representative, employee, servant or other person
acting on Seller's behalf, except for the express representations and warranties
of Seller set forth in this Contract. It is expressly understood and agreed that
the amount of the Purchase Price reflects, and the Property is being sold by
Seller and purchased by Buyer subject to, the foregoing disclaimers, which shall
survive the Closing.

         5.       The following language shall be added to the end of Section
                  10(b):

                  "The parties understand and agree that (i) actual damages
                  would be difficult or impossible to ascertain in the event of
                  such default or breach, and (ii) the sum specified as
                  liquidated damages is a reasonable estimation of the probable
                  loss which would be sustained by the Seller by reason of such
                  default or breach and is not a penalty or forfeiture."

         6. Buyer may not assign or transfer its rights or obligations under
this Contract without the prior written consent of Seller (in which event such
transferee shall assume in writing all of the transferor's obligations
hereunder, but such transferor shall not be released from its obligations
hereunder), which consent may be withheld in the sole discretion of Seller;
provided, however, that notwithstanding any provision of this Contract to the
contrary, prior to the Closing, Buyer shall be permitted to (i) assign its
rights under this Contract (without obtaining Seller's consent) to an
"Affiliate" of Buyer or (ii) to delegate a third party to be the recipient of
the Deed, provided that (a) any such assignment or delegation shall be in
writing delivered to Seller at least five (5) days prior to the Closing Date,
and (b) any assignee or delegate shall be deemed to have received all of the Due
Diligence Materials and any other materials received by Buyer in relation to the
Property and made all waivers and accepted all agreements as provided herein;
provided further, however, that no such permitted assignment or delegation shall
release the Buyer from its obligations hereunder. No consent given by Seller to
any transfer or assignment of Buyer's rights or obligations hereunder shall be
construed as a consent to any other transfer or assignment of Buyer's rights or
obligations hereunder. No transfer or assignment in violation of the provisions
hereof shall be valid or enforceable. Subject to the foregoing, this Contract
and the terms and provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties. As used herein, the term
"AFFILIATE" shall mean and refer to an entity which is directly or indirectly
controlling, controlled by, or under common control with Buyer.

<PAGE>

         7. Confidentiality. All non-public information provided by Seller to
Buyer with respect to the Property or Seller's nursery business operations
thereon, shall remain confidential and shall not be disclosed by Buyer without
the prior written consent of the Seller except (a) to Buyer's directors,
officers, employees, legal counsel, engineers, and similar professionals and
consultants but only to the extent reasonably necessary in connection with the
transaction contemplated hereunder (and Buyer shall inform each of the foregoing
parties of Buyer's obligations under this paragraph and shall secure the
agreement of such parties to be bound by the terms hereof), or (b) as otherwise
required by law or to enforce terms of the Contract. If the transaction
contemplated hereby fails to close, then the confidentiality requirement set
forth and described in this Section shall be binding upon Buyer and shall
survive any termination of the Contract.

         8. The parties acknowledge and agree that this Addendum may be executed
in multiple counterparts, and transmitted via facsimile, each such counterpart
(whether transmitted via facsimile or otherwise), when executed, shall
constitute an integral part of one and the same Contract between the parties.

         9. Except as expressly modified by this Addendum, the provisions of the
Contract are hereby expressly ratified and confirmed.

         EXECUTED as of the 9th day of January, 2007.


SELLER:                                     BUYER:

HINES NURSERIES, INC.,                      F & J FARMS, LLC,
A CALIFORNIA CORPORATION                    A FLORIDA LIMITED LIABILITY COMPANY


BY: /S/ CLAUDIA M. PIEROPAN                 BY: /S/ ROBERT ADAMS
    ---------------------------                 --------------------
NAME: CLAUDIA M. PIEROPAN                   NAME: ROBERT ADAMS
      ---------------------------                 --------------------
TITLE: CFO                                  TITLE: ATTY & AUTH SIGNATORY
       ---------------------------                 --------------------


Witness:                                    Witness:

/S/ WILLIAM ROBERTSON                       /S/ VANESSA SALAO
---------------------                       -----------------


/S/ DENISE BAHARIE                          /S/ VIVIAN NAPOLES
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