EXHIBIT 10.101

                              MARFA, TEXAS PROJECT


                                COMMERCIAL DESIGN


                                       AND

                              CONSTRUCTION CONTRACT


                                      among


                       VILLAGE FARMS OF PRESIDIO, , L.P.,
                                    as Owner,

                          AGRO POWER DEVELOPMENT, INC.,
                              as General Contractor




                                 AUGUST 31, 1998



<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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                                                                                                                Page
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<S>                                                                                                             <C>
ARTICLE 1.        THE PROJECT; EXTENT OF AGREEMENT................................................................5

   1.1.  SERVICES TO BE PERFORMED.................................................................................5
   1.2.  EXTENT OF AGREEMENT......................................................................................6
   1.3.  CONFLICTING PROVISIONS...................................................................................6
   1.4.  ENTIRE AGREEMENT.........................................................................................6
   1.5.  PROJECT FINANCING AGREEMENTS.............................................................................6
   1.6.  EFFECTIVENESS............................................................................................6

ARTICLE 2.        GENERAL CONTRACTOR'S RESPONSIBILITIES...........................................................7

   2.1.  GENERAL CONTRACTOR'S SERVICES IN GENERAL.................................................................7
   2.2.  SUMMARY OF GENERAL CONTRACTOR'S RESPONSIBILITIES.........................................................8
   2.3.  PARTICULAR UNDERTAKINGS OF THE GENERAL CONTRACTOR........................................................9
   2.4.  SUBMISSION OF REPORTS...................................................................................12
   2.5.  OBTAINING GOVERNMENTAL APPROVALS AND PRIVATE RIGHTS-OF-WAY..............................................13
   2.6.  CLEAN-UP RESPONSIBILITY.................................................................................13
   2.7.  PATENTS, COPYRIGHTS AND ROYALTIES.......................................................................13
   2.8.  FURTHER ASSURANCES......................................................................................14
   2.9.  INTERFACES..............................................................................................14
   2.10. UTILITIES AND CONSUMABLES DURING PROJECT START-UP.......................................................14

ARTICLE 3.        OWNER'S RESPONSIBILITIES.......................................................................15

   3.1.  DOCUMENTS AND SURVEYS...................................................................................15
   3.2.  RIGHTS-OF-WAY...........................................................................................15
   3.3.  REQUIRED APPROVALS......................................................................................15
   3.4.  OPERATIONS AND MAINTENANCE PERSONNEL....................................................................15
   3.5.  NOTICE OF DEFECT........................................................................................15
   3.6.  NO ALCOHOL OR CONTROLLED SUBSTANCES ON SITE; MISCELLANEOUS REGULATIONS..................................15
   3.7.  INTERFACES..............................................................................................15

ARTICLE 4.        SUBCONTRACTS...................................................................................16

   4.1.  MAJOR SPECIALTY CONSULTANTS, SUBCONTRACTORS AND EQUIPMENT SUPPLIERS.....................................16
   4.2.  PURCHASE ORDERS AND SUBCONTRACTS........................................................................16
   4.3.  PAYMENTS TO SUBCONTRACTORS..............................................................................16
   4.4.  NO PRIVITY WITH SUBCONTRACTORS..........................................................................16

ARTICLE 5.        CONTRACT PRICE.................................................................................17

   5.1.  CONTRACT PRICE..........................................................................................17
   5.2.  LIMITATION OF OWNER'S LIABILITY.........................................................................17

ARTICLE 6.        COMMENCEMENT OF THE PROJECT, PROJECT START-UP AND COMPLETION...................................17

   6.1.  COMMENCEMENT OF WORK....................................................................................17
   6.2.  PROJECT START-UP........................................................................................17
   6.3.  SUBSTANTIAL COMPLETION..................................................................................17
   6.4.  NOTICE OF SUBSTANTIAL COMPLETION........................................................................18
   6.5.  CERTIFICATE OF SUBSTANTIAL COMPLETION...................................................................18
   6.6.  ACCEPTANCE OF PROJECT UPON FAILURE TO ACHIEVE SUBSTANTIAL COMPLETION PRIOR TO THE
         SUBSTANTIAL COMPLETION DEADLINE.........................................................................18
   6.7.  ACCEPTANCE OF PROJECT UPON FAILURE TO ACHIEVE SUBSTANTIAL COMPLETION....................................18
   6.8.  FINAL COMPLETION........................................................................................19
   6.9.  NOTICE OF FINAL COMPLETION..............................................................................19
</TABLE>


                                       i
<PAGE>

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   6.10. CERTIFICATE OF FINAL COMPLETION.........................................................................19

ARTICLE 7.        OWNER'S RIGHT TO PLACE THE FACILITY IN COMMERCIAL OPERATION; CARE, CUSTODY AND CONTROL.........19

   7.1.  OWNER'S RIGHT...........................................................................................19
   7.2.  PROJECT REVENUES........................................................................................20
   7.3.  CARE, CUSTODY AND CONTROL...............................................................................20

ARTICLE 8.        SCHEDULE GUARANTEES............................................................................20


ARTICLE 9.        LIMITATION OF LIABILITY........................................................................20

   9.1.  LIMITATION OF LIABILITY.................................................................................20

ARTICLE 10.       WARRANTIES AND GUARANTEES......................................................................21

   10.1.    MATERIALS AND WORKMANSHIP............................................................................21
   10.2.    SUBCONTRACTOR WARRANTIES.............................................................................21
   10.3.    ENGINEERING AND DESIGN...............................................................................22
   10.4.    NO LIENS.............................................................................................22
   10.5.    LIMITATION OF WARRANTIES.............................................................................22

ARTICLE 11.       FORCE MAJEURE..................................................................................22

   11.1.    FORCE MAJEURE EVENTS.................................................................................22
   11.2.    LIMITATION OF DEFAULT................................................................................23
   11.3.    EXCUSED PERFORMANCE..................................................................................23
   11.4.    RIGHT TO TERMINATE FOR FORCE MAJEURE.................................................................23

ARTICLE 12.       CHANGES IN THE PROJECT AND SUSPENSION..........................................................24

   12.1.    CHANGES..............................................................................................24
   12.2.    OTHER CHANGES........................................................................................25
   12.3.    MODIFICATIONS........................................................................................25
   12.4.    CONTRACT PRICE CHANGE................................................................................26
   12.5.    CONTINUED PERFORMANCE PENDING RESOLUTION OF DISPUTES.................................................26
   12.6.    SUSPENSION...........................................................................................26
   12.7.    SUSPENSION PROCESS...................................................................................26
   12.8.    RESUMPTION OF WORK...................................................................................27
   12.9.    CONTRACT CHANGES DUE TO SUSPENSION...................................................................27
   12.10.   TERMINATION DUE TO SUSPENSION........................................................................27

ARTICLE 13.       PAYMENTS TO GENERAL CONTRACTOR.................................................................27

   13.1.    INITIAL PAYMENT......................................................................................27
   13.2.    MONTHLY PROGRESS PAYMENTS............................................................................27
   13.3.    WAIVER AND RELEASE OF LIENS..........................................................................29
   13.4.    PAYMENT UPON COMPLETION..............................................................................29
   13.5.    PAYMENT OR USE NOT ACCEPTANCE........................................................................29
   13.6.    WAIVER BY OWNER......................................................................................29
   13.7.    WAIVER BY GENERAL CONTRACTOR.........................................................................30
   13.8.    GENERAL CONTRACTOR'S PERFORMANCE WITH RESPECT TO APPLICATIONS FOR PAYMENT............................30

ARTICLE 14.       INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION.................................................30

   14.1.    INDEMNITY............................................................................................30
   14.2.    GENERAL CONTRACTOR'S INSURANCE.......................................................................31
   14.3.    SUBCONTRACTOR INSURANCE..............................................................................32
   14.4.    GENERAL CONTRACTOR'S INSURANCE.......................................................................33
   14.5.    PROPERTY INSURANCE LOSS ADJUSTMENT...................................................................33
   14.6.    NO EFFECT ON LIABILITY...............................................................................33
</TABLE>


                                       ii
<PAGE>

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<S>                                                                                                             <C>
   14.7.    OWNER'S ELECTION REGARDING ALL RISK INSURANCE........................................................33
   14.8.    WAIVER OF SUBROGATION................................................................................34

ARTICLE 15.       TERMINATION....................................................................................34

   15.1.    TERMINATION BY OWNER FOR CAUSE.......................................................................34
   15.2.    TERMINATION UPON BANKRUPTCY..........................................................................35
   15.3.    TERMINATION BY OWNER WITHOUT CAUSE...................................................................35
   15.4.    TERMINATION DUE TO SUSPENSION........................................................................36
   15.5.    TERMINATION DUE TO EVENT OF FORCE MAJEURE............................................................36

ARTICLE 16.       ASSIGNMENTS AND CHOICE OF LAW..................................................................37

   16.1.    NO ASSIGNMENT BY GENERAL CONTRACTOR..................................................................37
   16.2.    ASSIGNMENT BY OWNER..................................................................................37
   16.3.    EXTENSION TO SUCCESSORS AND ASSIGNS..................................................................38
   16.4.    CHOICE OF LAW........................................................................................38

ARTICLE 17.       DRAWINGS, DOCUMENTS AND MATERIALS..............................................................38

   17.1.    OWNER'S  REVIEW......................................................................................38
   17.2.    GENERAL CONTRACTOR'S DUTY............................................................................39
   17.3.    FINAL DOCUMENTS AND ALL OTHER DOCUMENTS FURNISHED....................................................39
   17.4.    OWNERSHIP OF DRAWINGS AND DOCUMENTS..................................................................39
   17.5.    OWNERSHIP OF MATERIALS...............................................................................40

ARTICLE 18.       MISCELLANEOUS PROVISIONS.......................................................................40

   18.1.    CONFIDENTIAL INFORMATION.............................................................................40
   18.2.    USES OF PREMISES.....................................................................................40
   18.3.    INDEPENDENT CONTRACTOR...............................................................................41
   18.4.    GENERAL CONTRACTOR'S OBLIGATIONS.....................................................................41
   18.5.    NEW DEVELOPMENTS.....................................................................................41
   18.6.    REPRESENTATIONS......................................................................................41
   18.7.    RIGHTS RESERVED BY THE OWNER.........................................................................42
   18.8.    CUMULATIVE REMEDIES..................................................................................42
   18.9.    NON-WAIVER CLAUSE....................................................................................43
   18.10.   SEVERABILITY.........................................................................................43
   18.11.   AMENDMENTS...........................................................................................43
   18.12.   ARTICLE AND SECTION HEADINGS.........................................................................43
   18.13.   NOTICES..............................................................................................43
   18.14.   ORIGINAL AND COUNTERPARTS............................................................................44
</TABLE>



                                      iii

<PAGE>


                            APPENDICES AND SCHEDULES


APPENDIX A..............................................................45
APPENDIX B..............................................................45
APPENDIX C..............................................................45
APPENDIX D..............................................................45
APPENDIX E..............................................................45
APPENDIX F..............................................................45
APPENDIX G..............................................................45
APPENDIX H..............................................................45
APPENDIX I..............................................................45
APPENDIX J..............................................................45


         SCHEDULE

         1        Scope of Work
         2        Technical Details



                                       iv

<PAGE>

                              MARFA, TEXAS PROJECT

                                COMMERCIAL DESIGN

                            AND CONSTRUCTION CONTRACT


     This MARFA, TEXAS PROJECT COMMERCIAL DESIGN AND CONSTRUCTION CONTRACT dated
as of August 17, 1998 (this  "Agreement")  is made by and among VILLAGE FARMS OF
PRESIDIO,  L.P., a Delaware limited partnership with offices at 9912 MonroeRoad,
Matthews, North Carolina 28105 (the "Owner"), and AGRO POWER DEVELOPMENT INC., a
New York corporation with offices at 10 Alvin Court, East Brunswick,  New Jersey
08816 (the "General Contractor").

                                    RECITALS

     A. The  Owner  desires  to have  designed  and  constructed  a venlo  style
approximately  26 acre  greenhouse  facility  located in the  vicinity of Marfa,
Texas which will be heated by natural  gas with Liquid  Propane Gas ("LPG") as a
backup  fuel  source  and as more  fully  described  in the  Scope of Work  (the
"Facility").

     B. The General  Contractor  has agreed with the Owner to design,  engineer,
procure, construct, start-up and demonstrate performance of the Facility.

     C. The terms, conditions, specifications, prices and agreements between the
Owner and the General  Contractor  with  respect to the services to be performed
under this Agreement are as more fully set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants herein contained,  and for other good and valuable consideration,  the
parties hereto hereby agree as follows:

ARTICLE 1.        THE PROJECT; EXTENT OF AGREEMENT

     1.1. Services To Be Performed.

The General  Contractor  agrees to perform or cause to be performed all work and
services  in   connection   with  the  design  and   engineering,   procurement,
construction, start-up, demonstration of performance and personnel training with
respect to the Facility,  all in strict  accordance  with,  and for the Contract
Price stated in, this  Agreement.  The Facility,  together  with all  equipment,
labor,  services  and  materials to be  furnished  hereunder,  is defined as the
"Project."  The Project  will be  constructed  on a 156-acre  parcel of property
located in the County of Presidio, as is more fully described in Appendix B (the
"Project Site").


                                       5
<PAGE>

     1.2. Extent Of Agreement.

This  Agreement  consists  of  the  following  documents,   and  all  schedules,
appendices and attachments thereto (collectively, the "Contract Documents"):

     (a)  Marfa,  Texas,  New York Project  Commercial  Design and  Construction
          Contract, including Appendices A through M (as the same may be amended
          by Changes and Modifications); and

     (b)  Scope of Work attached hereto as Schedule 1 and the Technical  Details
          attached  hereto as  Schedule 2 (as the same may be amended by Changes
          and Modifications, the "Scope of Work").

     (c)  Appendices A through M and Schedule 1 and Schedule 2 are  incorporated
          by  reference  herein and deemed to be a part of this  Agreement.  For
          convenience  of  references  a list  of  defined  terms  used  in this
          Agreement is attached as Appendix A.

     1.3. Conflicting Provisions.

The Contract  Documents are listed in Section 1.2 in their  governing  order. If
any conflict or inconsistency  exists between or among Contract Documents,  such
conflict or  inconsistency  shall be  resolved  in favor of the highest  ranking
document.  Any Changes and  Modifications  permitted under Article 12 shall rank
higher  than the  provisions  they  change and shall have the same  priority  of
classification  as the  original  document or  documents  changed.

     1.4. Entire Agreement.

This Agreement  contains the entire  agreement  between the parties hereto,  and
supersedes   any  and  all  prior   agreements,   proposals,   negotiations   or
representations pertaining to the Project.

     1.5. Project Financing Agreements.

The Project Lender and Loan Documents shall be as follows:

     (a)  The  Project  Lender  shall be  Village  Farms  International  Finance
          Association , and it's respective successors and assigns.

     (b)  The Loan  Documents  shall  include  the Loan  Agreement  between  the
          Project Lender and the Owner (collectively,  the "Loan Parties"),  the
          other Loan Documents (as such term is defined in the Loan  Agreement),
          and such other agreements and documents as the Loan Parties require in
          connection  with the debt  financing  facility for the  Project.

     1.6. Effectiveness.

This  Agreement  shall not  become  effective  until the  financing  transaction
contemplated  by the Loan Documents shall have closed and the initial funding by
the Project Lender thereunder shall have occurred.


                                       6
<PAGE>

ARTICLE 2.        GENERAL CONTRACTOR'S RESPONSIBILITIES

     2.1. General Contractor's Services In General.

Subsequent to recording of the  Leasehold  Deed of Trust (as defined in the Loan
Agreement)  and within ten (10) days after the beginning of the Work (as defined
in the Loan Agreement),  the General  Contractor and the Owner shall be required
to execute and record the Notice of  Commencement  of Construction in accordance
with the  statutory  requirements  of Texas law and  Section  9.2.10 of the Loan
Agreement. The General Contractor shall perform or cause to be performed, and be
ultimately  responsible  for,  all  design  and  engineering,   procurement  and
construction  services,  all razing,  demolition and debris removal and disposal
services,  all site  security  services  (from the  commencement  of work at the
Project Site  through  Final  Completion),  all  materials  and  equipment,  all
machinery,  tools,  labor,  transportation,  start-up  services,  functional and
design  verification  tests,  personnel training as set forth herein and, except
for the  services  and  information  specifically  set forth in  Article 3 to be
provided by the Owner,  all other  services  and items  required to complete the
Project in strict  accordance  with this Agreement (the "Work").  All design and
engineering  and  construction  services  of the  General  Contractor  shall  be
performed in accordance  with the Scope of Work. The Owner shall have the right,
in  accordance  herewith,  to review and  approve  any  design and  engineering,
procurement  and  construction  services  necessary  as a result of Changes  and
Modifications  to complete the Project in accordance  with this  Agreement.  The
Owner  shall  have the right,  but not the  obligation,  to review  the  General
Contractor's  performance to determine  whether such  performance  complies with
this  Agreement.   The  Owner's  failure  to  review  the  General  Contractor's
performance  shall not  diminish any rights the Owner may have in respect of any
deficiencies in the General Contractor's  performance hereunder.  Any design and
engineering  or other  professional  service to be  performed  pursuant  to this
Agreement  which must be performed by licensed  personnel  shall be performed by
licensed  personnel as required by Law. The  enumeration of specific  duties and
obligations  to be  performed  by the  General  Contractor  under  the  Contract
Documents shall not be construed to limit in any way the general undertakings of
the General Contractor as set forth herein.


                                       7
<PAGE>

     2.2. Summary Of General Contractor's Responsibilities.

     2.2.1.  Familiarity  With  Conditions.  The  Contractor  has made a careful
examination  of (i) the Project Site, as is more fully  described in Appendix B,
(ii) the Scope of Work and Specifications,  (iii) the location and nature of the
proposed  construction,  (iv) the kind and  character of the soil,  soil loading
conditions,   subsurface   conditions  and  terrain  to  be   encountered,   (v)
transportation  facilities,  (vi) the conditions of the roads, (vii) the kind of
facilities  required before and during  construction  of the Greenhouse,  (viii)
labor conditions,  (ix) the local weather conditions based upon previous weather
data,  and  (x) all  other  matters  which  a  prudent  contractor  should  have
discovered  upon  reasonable  investigation.  The  Contractor  based  upon  such
examination  hereby accepts the risk of mistake or error relating to the matters
referred to in clauses (i) through (x) above,  and  acknowledges and agrees that
no Contract  Price  increase,  performance  or  scheduling  alleviation  will be
granted by the General  Contractor  under this Agreement as a result of any such
mistake or error.

     2.2.2. Design And Engineering.  The Contractor shall provide or cause to be
provided in a diligent and competent manner all design and engineering  services
which shall be necessary or advisable  (including  geotechnical  investigations)
for the  expeditious,  economical and sound design and completion of the Project
in accordance with the terms of this Agreement,  with due consideration given to
all Governmental  Approvals  (including the relevant provisions in the Specified
Permit  Applications),  Private  Rights-of-Way and Laws. The Contractor's design
and  engineering  services  include,  but are not limited to, the preparation of
complete detailed drawings and other documents, including surveys, schedules and
estimates required.  for Final Completion of the Project,  and coordination with
Subcontractors.  All  engineering  work  shall  be  performed  by or  under  the
supervision  of  professional  engineers  licensed to perform  such  engineering
services in the State of New York as required by Law.

     2.2.3.  Procurement.  The General  Contractor  shall procure in the General
Contractor's  name,  and not as agent for the  Owner,  and make  payment  and be
responsible  for, all services of  Subcontractors  and materials,  equipment and
supplies  manufactured  on-site  and  off-site,  and  related  services  for the
Project.  This  provision  shall not preclude the  assignment  of  Subcontractor
warranties to the Owner.

     2.2.4.  Construction.  The General  Contractor shall construct the Facility
and  provide  all  labor,  equipment,  materials,  supplies  and  tools for such
construction.  The General  Contractor shall handle and warehouse  (according to
manufacturers'  recommendations)  equipment,  materials  and  supplies  for  the
Project.  The General Contractor shall cause the Work on the Facility to receive
constant  supervision  by a competent  site  manager  (the "Site  Manager") or a
competent  assistant  to the Site  Manager,  one of whom shall be on the Project
Site at all times during  performance  of  construction  activities and whom the
Owner shall approve or  disapprove,  which  approval  shall not be  unreasonably
withheld.  The  General  Contractor  has  provided  the Owner with the names and
resumes of, and the Owner has approved, the key personnel working on the Project
identified  in  Appendix  F, and the Owner  shall have the right to approve  any
replacements  thereof. The Site Manager and the key personnel referred to in the
preceding  sentence  shall be assigned to the Project until  Completion  thereof
and,  provided  they  are  performing  in a  manner  acceptable  to the  General
Contractor  and  the  Owner,  shall  not  be  removed  or  reassigned  prior  to
Completion, without the

                                       8

<PAGE>

approval  of the Owner.  The  General  Contractor  shall also  employ,  or cause
Subcontractors  to employ,  in connection with the construction of the Facility,
capable,  experienced  and reliable  foremen and such skilled  workmen as may be
required for the various classes of work to be performed.

     2.2.5.   Consumables  And  Parts  During  Project  Start-up.   The  General
Contractor  shall supply  lubricants  and spare parts as  necessary  for Project
Start-up.

     2.2.6.  Training  Of  Operators.  Prior to Project  Start-up,  the  General
Contractor   shall  train  the  employees  of  the  operations  and  maintenance
contractor  retained by the Owner with respect to the Facility.  Training  shall
include classroom and on-the-job  training which shall commence  sufficiently in
advance of Project  Start-up to prepare these  personnel to operate the Facility
under the General  Contractor's  direction during Project Start-up.  The General
Contractor  also  shall  prepare  and  provide to the Owner two (2) copies of an
operations and maintenance manual for the Facility. The General Contractor shall
provide  the Owner  thirty  (30) days  prior  written  notice of the day it will
commence training of Facility operations and maintenance personnel.

     2.2.7.  Achieve  Final  Completion  With  All Due  Diligence.  The  General
Contractor  shall  construct  and endeavor to achieve  Final  Completion  of the
Project with all due diligence,  in all respects in strict  accordance with this
Agreement and in full compliance with all Governmental  Approvals (including the
relevant   provisions   in   the   Specified   Permit   Applications),   Private
Rights-of-Way,   and  applicable  Laws  including  without   limitation  zoning,
environmental protection, use and land use, building and safety laws, ordinances
and regulations.

     2.3. Particular Undertakings Of The General Contractor.

     2.3.1. Safety  Precautions.  The General Contractor shall at all times take
all  reasonable  precautions  for the safety of  employees  engaged in  services
hereunder and of the public,  shall comply with all applicable safety Laws, and,
to the extent not inconsistent therewith, shall comply with the safety rules and
regulations contained in the General Contractor's safety manual, a copy of which
shall  be  provided  to  the  Owner  .  The   General   Contractor   shall  have
responsibility  for safety and  security at the Project  Site during the term of
this Agreement.  All machinery and equipment and other physical hazards shall be
guarded in accordance with applicable Law and industry  construction  standards.
The General Contractor shall develop and maintain a safety program complete with
a fire protection program. Without limiting the generality of the foregoing:

     2.3.1.1. The General Contractor shall at no time and under no circumstances
cause or permit any employee of the General  Contractor to perform any work upon
energized  electrical  lines or  equipment,  or upon  poles  carrying  energized
electrical  lines or equipment,  or upon  pressurized  piping,  unless otherwise
specified in the Contract Documents.

     2.3.1.2. The General Contractor shall at no time and under no circumstances
obstruct public roadways without the prior written permission of the appropriate
authorities.


                                       9
<PAGE>

     2.3.1.3.  The General  Contractor shall provide and maintain all such guard
lights and other  protection  for the public as may be  required  by  applicable
Laws,  Governmental Approvals and Private Rights-of-Way,  or as may be advisable
in the exercise of reasonable  prudence by the General  Contractor.  The Owner's
receipt of the General  Contractor's  safety manual or its review or approval of
any safety  procedures or programs  shall not relieve the General  Contractor of
any of its obligations hereunder.

     2.3.2.   Compliance   With   Governmental   Approvals,   Laws  And  Private
Rights-of-Way  Requirements.  The  General  Contractor  shall  comply  with  the
requirements of all Governmental Approvals (including the relevant provisions in
the Specified Permit Applications), Laws, and Private Rights-of-Way requirements
applicable  as of the time of the General  Contractor's  performance  hereunder,
including but not limited to all notices required thereby.  The Facility will be
built in conformance with applicable Laws.

     2.3.3.  Duties.  The Contract  Price (as defined in Section  5.1)  includes
provisions  for the  payment of all monies  which will be payable to the General
Contractor by the Owner in connection with the design, engineering, procurement,
construction,  start-up  and  functional  and design  verification  tests of the
Facility because of gross receipts taxes or contributions,  customs duty, import
duty and similar taxes, duties and contributions imposed by any taxing authority
upon materials,  supplies and equipment to be  incorporated in the Project.  The
General  Contractor  shall  pay  all  such  gross  receipt  taxes,   duties  and
contributions,  and  indemnifies  the Owner  from any  liability  therefor.  The
General  Contractor  shall furnish to the  appropriate  authorities all required
information and reports in connection with such gross receipt taxes,  duties and
contributions,  and shall promptly  furnish copies of all such  information  and
reports to the Owner.

     2.3.4.  Schedules.  The  General  Contractor  shall  prepare  and  maintain
detailed network schedules of the work to be performed hereunder, such schedules
to be generally in accordance  with Appendix M. These  schedules shall be marked
periodically  (but not less  frequently  than  monthly) to show  design  status,
equipment  deliveries,  work  accomplished  and systems  completed.  The General
Contractor  periodically  shall provide  copies of its network  schedules to the
Owner as set forth in Section 2.4.1. The General Contractor shall be responsible
for maintaining all material and equipment  delivery  schedules which affect the
progress of the Project. The General Contractor shall closely supervise the work
of Subcontractors and monitor Subcontractor work and progress.

     2.3.5.  Protection Of Property.  The General Contractor shall do all things
reasonably  necessary  or expedient  to properly  protect any and all  parallel,
converging and intersecting lines,  railroad or utility equipment,  highways and
any and all  property  of others  from  damage,  and in the event  that any such
lines, railroad equipment,  highways or other property are damaged in the course
of the  construction  of the  Facility the General  Contractor  shall at its own
expense  restore any and all of such damaged  property  immediately to as good a
condition as it was found before such damage occurred;  provided,  however, that
the General  Contractor  shall not be liable to restore such damaged property to
the extent  damage is caused by the Owner or the  Owner's  agents,  invitees  or
contractors (other than the General Contractor and any Subcontractors).

     2.3.6.  Ingress  And  Egress.  Where  ingress  and  egress  by the  General
Contractor to the Project Site require the General Contractor to traverse public
or private lands,  the General  Contractor shall limit the movement of its crews
and  equipment to such rights of way as are


                                       10
<PAGE>

identified in Appendix C, or which otherwise may be obtained by the Owner or the
General  Contractor,  and shall  observe  any and all  restrictions  on such use
contained in  Governmental  Approvals and Private  Rights-of-Way  governing such
rights of way.  Within  such  rights of way,  the  General  Contractor  shall be
responsible for laying out the access to be used. The General  Contractor  shall
cause as little  damage as  possible to crops or property on such rights of way,
shall  endeavor  to avoid  marring  the lands and shall  restore  such  lands as
required by applicable  Laws,  Governmental  Approvals or Private  Rights-of-Way
granting  documents.  All  fences  which  must be  opened  or moved  during  the
construction  of the Project shall be replaced in as good condition as they were
found.

     2.3.7.  No Alcohol Or  Controlled  Substances  On Site. No personnel of the
General  Contractor or any  Subcontractor on the Project Site shall be under the
influence of or in possession of any alcoholic beverage or controlled  substance
(except as prescribed by a physician so long as the performance or safety of the
Project is not  affected  thereby).  The  General  Contractor  shall  advise its
employees,   and  cause  Subcontractors  to  advise  their  employees,  of  this
requirement  before  they  enter  on the  Project  Site.  When  in  the  General
Contractor's  reasonable  judgment it is  appropriate,  the  General  Contractor
shall, and shall cause Subcontractors to, cause each of their employees who will
have access to the Project Site to take  controlled  substance test conducted in
accordance with applicable  Laws. The General  Contractor  shall promptly remove
from the Project Site any employee in violation of this Section 2.3.7 or who has
failed the controlled substance test.

     2.3.8. Miscellaneous  Regulations.  While on the Project Site, no personnel
of the General Contractor or any Subcontractor shall carry firearms, weapons, or
explosives,  have animals,  or have any of the above in vehicles utilized in the
Work by the General Contractor or its Subcontractors, their employees, or agents
without the written  approval of the Owner . The use of  explosives  will not be
permitted  unless and until the General  Contractor has submitted to the Owner a
blasting  plan which is in accordance  with all  applicable  Laws,  Governmental
Approvals and Private Rights-of-Way and the Owner have reviewed such plan. While
engaged in the Work,  personnel shall remain on established roads and obey speed
limits  in  connection  with the  performance  of this  Agreement,  unless  such
performance  requires  persons or  vehicles  to depart  from such roads and such
departure  is  permitted  by Law and under the terms of the  applicable  Private
Rights-of-Way.  The General  Contractor shall be responsible for the enforcement
of the foregoing regulations.

     2.3.9.  Access To Project Site.  From time to time during  normal  business
hours  and  upon  reasonable   notice,   the  General  Contractor  shall  permit
representatives  of the Project Lender to visit the Project Site.  Such visitors
shall obey all  applicable  Project Site rules.  The Owner and their  respective
designated representatives shall have unrestricted access to the Project Site at
all times.

     2.3.10. Site Logistics Plan. The General Contractor will be responsible for
organizing  its activities at the Project Site so as to provide proper space for
the storage of materials  and  equipment  and  construction  operations.  Within
twenty  (20) days after the date of  execution  of this  Agreement  and prior to
mobilization,  the General  Contractor shall prepare and submit to the Owner for
its approval a site logistics plan (the "Site Logistics Plan"), which will show,
at  a  minimum,  the  proposed  location  of  the  following:  (i)  the  General
Contractor's  trailers;  (ii) temporary utilities;  (iii) vehicle parking;  (iv)
staging and laydown areas;  (v) the site entry road;  (vi) signs;  and (vii) the


                                       11
<PAGE>

routing of truck deliveries.  The Owner's 's approval of the Site Logistics Plan
will not be  unreasonably  withheld.  Upon  approval  by the Owner , the General
Contractor  shall  furnish  three (3) copies of the Site  Logistics  Plan to the
Owner .

     2.3.11.  Functional And Design  Verification  Test Procedures.  The General
Contractor  shall prepare and submit to the Owner for  approval,  at least sixty
(60) days prior to expected commencement of Project Start-up, detailed protocols
for the  performance  of  functional  and  design  verification  testing  of the
Project.  The  Owner's  approval  of such  protocols  will  not be  unreasonably
withheld or delayed.

     2.4. Submission Of Reports.

     2.4.1.  Monthly Reports. The General Contractor shall prepare and submit to
the Owner :

     (a)  within  ten days after the end of each  calendar  month and as part of
          the Application  for Payment  provided  pursuant to Section 13.1.2,  a
          written monthly progress report in a form generally in accordance with
          Appendix D hereto, which report shall include, as a minimum,

     (i)  a description  of the status of supplies,  Subcontractors'  activities
          and  engineering,  procurement and  construction  progress as compared
          with the Project schedule (and, if appropriate, an updated schedule),

     (ii) an  identification  and evaluation of problem areas (including but not
          limited to an evaluation of any factors which are  anticipated to have
          a material effect on the Project  schedule or which may in the opinion
          of the General Contractor require Modifications),

     (iii)a report of any  changes in the  representations  set forth in Section
          18.6 which cause a material adverse effect on the General Contractor's
          ability to perform its obligations under this Agreement,

     (iv) a detailed  description  of Work  accomplished  and progress  payments
          already received as compared with planned  expenditures for such Work,
          and

     (b)  status  reports on material and  equipment  deliveries  and  scheduled
          deliveries.  In  addition,  the General  Contractor  shall  keep,  and
          furnish  to the  Owner,  and/or  Project  Lender at  Project  Lender's
          request,  such books, records and accounts containing such information
          as may be necessary to


                                       12

<PAGE>

     (i)  determine that work is progressing according to schedule and

     (ii) provide adequate documentary support

     (A)  for the Owner's future tax accounting  purposes and for the purpose of
          confirming  that  progress  payments  are due  hereunder.  The General
          Contractor  shall notify the Owner of all accidents which occur at the
          Project  Site within  twenty-four  (24) hours  after they  occur,  and
          thereafter  provide such written  reports  relating  thereto as may be
          reasonably requested by the Owner.

     2.4.2.  Financial  Statements.  Prior to the execution and delivery of this
Agreement,  the  General  Contractor  shall have  provided to the Owner its most
recent annual unaudited financial statements.

     2.5. Obtaining Governmental Approvals And Private Rights-of-Way.

The General  Contractor  shall, to the extent  reasonably  required,  assist the
Owner to obtain those Governmental  Approvals and Private Rights-of-Way required
to be  obtained  by the  Owner,  as are set  forth in  Appendix  C. The  General
Contractor has delivered, or will deliver prior to the time necessary,  evidence
satisfactory  to  the  Owner  that  the  General  Contractor  has  obtained  all
Governmental Approvals required to be obtained by the General Contractor, as are
set forth in Appendix  C,  including  but not  limited to  permits,  licenses or
certificates  from The State of Texas industrial  insurance  authorities,  Texas
employment security authorities and Texas contractors authorities.

     2.6. Clean-Up Responsibility.

The  General  Contractor  shall at all  times  keep the  Project  Site free from
accumulation  of waste  materials  and rubbish  resulting  from  operations  and
perform daily site clean-up.  Prior to the issuance of the  Certificate of Final
Completion,  the General Contractor shall remove from the Project Site all waste
materials  and rubbish  and shall  perform  all other  clean-up  services to the
reasonable  satisfaction  of the  Owner  and  consistent  with all  Governmental
Approvals,  Laws  and  Private  Rights-of-Way.  Prior  to  the  issuance  of the
Certificate of Final  Completion,  the General  Contractor shall remove from the
Project Site all tools, construction equipment,  machinery and surplus materials
belonging to the General  Contractor or any  Subcontractor  not necessary to the
continued operation of the Facility.

     2.7. Patents, Copyrights And Royalties.

The General  Contractor  shall pay all royalties and license fees for materials,
methods and systems  incorporated in the Project.  The General Contractor hereby
indemnifies,  fully  protects and saves the Owner  harmless  from, and agrees to
defend the Owner against,  any and all loss, cost and damage which the Owner may
hereafter  suffer or pay out by reason of any claims or suits  against the Owner
arising out of claims of  infringement of any domestic or foreign patent rights,
trademarks or copyrights, or misuse of confidential information,  by the General


                                       13
<PAGE>

Contractor in performing its obligations  hereunder.  The General Contractor and
the Owner each shall advise the other  promptly in writing of any notice of such
claim or the  commencement  of any suit or action  based upon such  claim.  Upon
receipt of such notice,  the General  Contractor  shall undertake the defense of
any such suit,  action or claim,  and the Owner shall cooperate with the General
Contractor  in such  defense.  The  General  Contractor  shall  have  charge and
direction of the defense of such suit, action or claim, and the Owner shall have
the right to be represented therein by advisory counsel of its own selection and
at its own expense.  Neither the General  Contractor nor the Owner may settle or
compromise any such suit,  action or claim without the prior written  consent of
the other party if such settlement or compromise would obligate such other party
to make any payment or part with any property, to assume any obligation or grant
any  license or other  right,  or to be subject to any  injunction.  In case the
Facility,  or part thereof,  is held in such suit to constitute  infringement or
the use thereof is enjoined, the General Contractor shall at its own expense and
at its  option  either  procure  for the Owner the right to  continue  using the
Facility,  or part thereof,  or replace the same with a  non-infringing  part or
modify it so that it becomes non-infringing.

     General Contractor's obligations to indemnify, defend and save harmless the
Owner  hereunder  shall not apply to claims of patent,  trademark  or  copyright
infringement,  or misuse of  confidential  information,  relating  to Changes or
Modifications  in the Work made to the  Owner's  express  specifications,  as to
which the Owner shall  indemnify,  defend and save harmless  General  Contractor
pursuant to the procedures set forth above in this Section 2.7.

     2.8. Further Assurances.

The  General   Contractor   shall  promptly  execute  and  deliver  all  further
instruments  and  documents,  and take all  further  action,  including  but not
limited to assisting the Owner in filing a notice of  completion  with the local
lien recording  offices,  that may be necessary or that the Owner may reasonably
request (and which is consistent with this Agreement) in order to effectuate the
General  Contractor's  obligations  hereunder  or the purposes or intent of this
Agreement.

     2.9. Interfaces.

The General  Contractor  shall be responsible  for the timely  installation  and
start-up of such connections,  utilities, crossings and the like as necessary to
construct and operate the Facility, to the extent such items are not part of the
Work. These interfaces shall include but not be limited to the  interconnections
of the  Facility  with  the  gas  pipeline  and  utilities,  either  similar  or
dissimilar,  required to assure  operability of the Facility.  The boundaries of
such interfaces shall be as generally described in Appendix E.

     2.10. Utilities And Consumables During Project Start-Up.

The Owner shall supply the  utilities and  consumables  (except  lubricants  and
spare parts) necessary for Project Start-Up.


                                       14
<PAGE>

ARTICLE 3.        OWNER'S RESPONSIBILITIES

     3.1. Documents and Surveys.

The Owner has furnished to the General  Contractor the documents  describing the
Project Site,  which  documents are attached as Appendix B, and will provide any
revisions or amendments thereto promptly upon receipt.

     3.2. Rights-Of-Way.

The Owner shall secure, by purchase, lease, permit, easement or other license or
grant, and shall preserve and maintain,  all necessary Private Rights-of-Way and
public  rights of way for the Facility and for ingress and egress of the General
Contractor  necessary  to construct  the  Facility and  otherwise to perform its
obligations under this Agreement.

     3.3. Required Approvals.

The Owner shall secure and pay for, and shall maintain in full force and effect,
those Governmental Approvals and Private Rights-of-Way set forth in Appendix C.

     3.4. Operations And Maintenance Personnel.

At least  four (4)  weeks in  advance  of  Project  Start-Up,  the Owner and the
Greenhouse Operator shall hire personnel to be trained and to perform operations
and  maintenance  of  the  Facility  during  Project   Start-up  and  Commercial
Operation.

     3.5. Notice Of Defect.

If  the  Owner  becomes  aware  of any  fault  or  defect  in  the  Facility  or
nonconformance with the Contract Documents,  it shall give prompt written notice
thereof to the General  Contractor and thereafter the General  Contractor  shall
promptly correct such fault or defect and/or cure such nonconformance; provided,
however,  that its  failure to notify the  General  Contractor  of  discoverable
faults,  defects or  nonconformance  pursuant  to this  Section  3.5  because of
failure to inspect or compare shall not relieve the General  Contractor from any
duties,  obligations  or  liabilities  hereunder.

     3.6.  No  Alcohol  Or   Controlled   Substances   On  Site;   Miscellaneous
Regulations.

While  on the  Project  Site,  all  personnel  of the  Owner  and  its  separate
contractors,  shall obey the  regulations  and other  requirements  provided  in
Sections  2.3.7 and 2.3.8 and all other safety  requirements  established by the
General  Contractor.  The Owner shall ensure that its personnel and those of its
invitees, agents and separate contractors, do not interfere with the performance
of the Work.

     3.7. Interfaces.

The Owner  shall,  to the extent  reasonably  required to  maintain  the Project
schedule, assist the General Contractor in coordinating the General Contractor's
work with the work to be performed by others with respect to the Project (to the
extent the same may affect General Contractor).


                                       15
<PAGE>

 ARTICLE 4.  SUBCONTRACTS

     4.1. Major Specialty Consultants, Subcontractors And Equipment Suppliers.

Set  forth  in  Appendix  G and in the  Scope of Work  are  lists  of all  major
equipment vendors and equipment  subcontractors  that the General  Contractor is
considering  for  subcontracts  in connection  with the Project.  The Owner have
approved each such vendor or subcontractor listed in Appendix G, and the General
Contractor  shall  request  review  of,  and the Owner  shall  have the right to
review,  any equipment vendor or subcontractor  proposed to replace one of those
listed on Appendix G. The Owner and the General  Contractor shall mutually agree
on any such replacement. The General Contractor may from time to time delete one
or more equipment vendors or subcontractors  from said lists, and may with prior
approval of the Owner , which  shall not be  unreasonably  withheld,  add one or
more subcontractors or suppliers to said lists.

     The General Contractor also shall provide to the Owner , before the date it
sends out  requests  for  proposals  to perform  labor  subcontracts,  a list of
pre-qualified labor subcontractors proposed to be offered an opportunity to bid.
The Owner shall have the right to approve or  disapprove  any  Subcontractor  on
this  list;  provided,   however,   that  the  Owner's  approval  shall  not  be
unreasonably withheld.

     4.2. Purchase Orders And Subcontracts.

All material purchase orders and subcontracts  issued by the General  Contractor
under this Agreement shall provide, in form and substance reasonably  acceptable
to the Owner , that in the event this  Agreement is  terminated,  upon tender by
the  Owner  or its  designee  of the  General  Contractor's  performance  to any
Subcontractor,  such purchase order or subcontract  shall continue in full force
and effect in favor of the Owner or such designee, as appropriate. Copies of all
such internal purchase orders and subcontracts  issued by the General Contractor
shall  be  provided  to  the  Owner  upon  their  issuance.

     4.3. Payments To Subcontractors.

Except as  provided  in Section  4.2,  the  General  Contractor  shall be solely
responsible for paying each Subcontractor and any other person or entity to whom
any amount is due from the  General  Contractor  for  services  or  supplies  in
connection with the Project.

     4.4. No Privity With Subcontractors.

The Owner  shall have no  contractual  obligation  to, and shall not,  except in
respect of rights assigned by the General  Contractor  pursuant to Section 10.2,
be deemed to be in privity  with any  Subcontractor.  The  Owner's  approval  or
disapproval of a Subcontractor  pursuant to Section 4.1 hereof shall not relieve
or release the General Contractor of any its duties,  obligations or liabilities
under the terms of this Agreement.


                                       16
<PAGE>

ARTICLE 5.        CONTRACT PRICE

     5.1. Contract Price.

As full  consideration  to the  General  Contractor  for the full  and  complete
performance of the Project and all costs incurred in connection  therewith,  the
Owner shall pay and the General  Contractor  shall  accept,  the sum of THIRTEEN
MILLION  TWO  HUNDRED   SIXTEEN   THOUSAND   AND  TWO  HUNDRED   FIFTY   Dollars
($13,216,250.00)  payable  pursuant  to Article  13,  subject to  adjustment  in
accordance with Article 12 (the "Contract Price").

     5.2. Limitation Of Owner's Liability.

The Owner  shall not under any  circumstances  be liable for the  payment to the
General  Contractor of any amounts in excess of the Contract Price, any sums due
and payable pursuant to the indemnification provisions of Article 14 hereof with
respect to claims by third parties, and any interest due and payable pursuant to
the terms of this Agreement.


ARTICLE 6.        COMMENCEMENT OF THE PROJECT, PROJECT START-UP AND COMPLETION

     6.1. Commencement Of Work.

The General Contractor shall commence the services required under this Agreement
promptly upon receipt of a written  notice to proceed with the Work (the "Notice
to Proceed")  from the Owner,  which notice will not be given until such time as
the Leasehold Deed of Trust (as defined in the Loan Agreement) has been recorded
in the appropriate real estate records. At such time, the General Contractor and
the Owner  shall  execute  and  deliver  to the  Project  Lender  the  Notice of
Commencement  of  Construction  as required  under  applicable  New York law and
Section 9.2.10 of the Loan Agreement.  The General  Contractor shall achieve the
Major Milestones in accordance with the Major Milestone Schedule. Time is of the
essence with respect to the Major Milestone Schedule.

     6.2. Project Start-Up.

"Project  Start-up" is that period (i)  commencing  on the date that the General
Contractor  first begins the checkout of systems and  equipment  for  readiness,
calibration,  functional  and design  verification  testing,  and other  initial
operations  functions,  and (ii)  ending  upon  Final  Completion.  The  General
Contractor  shall  provide the Owner with at least forty (40) days prior written
notice of the expected  commencement of Project  Start-up.  At least thirty (30)
days  prior to the  expected  commencement  of  Project  Start-up,  the  General
Contractor  shall  submit  for  approval  by the Owner  copies  of the  proposed
functional and design verification testing protocols; approval of such protocols
shall not be  unreasonably  withheld or delayed.  During Project  Start-up,  the
Owner  and the  Greenhouse  Operator  may each  have  its own or its  designee's
personnel on site to observe and verify all  procedures  and testing  activities
conducted.

     6.3. Substantial Completion.

The General Contractor shall achieve Substantial Completion of the Project on or
before the "Substantial  Completion Deadline",  as described in Appendix G. Time
is of the essence with


                                       17
<PAGE>

respect to such deadline.  "Substantial  Completion"  shall mean (a) the General
Contractor  has  completed  all other Work on the Project  under this  Agreement
except  for the  balance  of  Project  Start-up  and clean up; (b) the Owner has
acknowledged   to  the  General   Contractor  that  the  functional  and  design
verification tests have been successfully completed;  (c) the General Contractor
has  delivered to the Owner  another  punch-list  relating to those areas of the
Facility  other  than  the  Headhouse  consisting  of minor  items  that are not
essential to the safe and prudent operation of the Facility  (collectively  with
additional items identified by the Owner, the "Final Punch-List"), provided that
the  condition  in this clause (d) shall not be deemed  satisfied  if such Final
Punch-List has an aggregate  cost to complete  exceeding  $100,000;  and (e) the
Owner have  delivered to the General  Contractor a  Certificate  of  Substantial
Completion.

     6.4. Notice Of Substantial Completion.

When  the  General  Contractor   believes  that  it  has  achieved   Substantial
Completion,  it shall  deliver  to the Owner a notice  thereof  (the  "Notice of
Substantial Completion").

     6.5. Certificate Of Substantial Completion.

The Owner shall,  within five business days  following the receipt of the Notice
of  Substantial  Completion  inspect  all Work,  and either  (a)  deliver to the
General  Contractor  a  certificate  certifying  that clauses (a) through (e) of
Section 6.3 have been satisfied (the  "Certificate of Substantial  Completion"),
in which case Substantial  Completion will have been achieved as of the date the
Owner receive such Notice of Substantial Completion from the General Contractor,
or (b) if the requirements  for Substantial  Completion have not been satisfied,
notify the General  Contractor in writing that  Substantial  Completion  has not
been  achieved,  stating  in detail  the  reasons  therefor.  In the event  that
Substantial  Completion  has not been  achieved,  the General  Contractor  shall
promptly  take such  action or  perform  such  additional  work as will  achieve
Substantial   Completion  and  shall  issue  to  the  Owner  another  Notice  of
Substantial Completion pursuant to Section 6.4. Such procedure shall be repeated
as necessary until the earlier of (i) the issuance by the Owner of a Certificate
of Substantial Completion, which certificate shall not be unreasonably withheld,
or  (ii)  the  issuance  by the  Owner  of a  Certificate  of  Acceptance.

     6.6. Acceptance Of Project Upon Failure To Achieve  Substantial  Completion
Prior To The Substantial Completion Deadline.

If, on or before  the date  which is  fifteen  (15) days  after the  Substantial
Completion  Deadline,  the  General  Contractor  has  not  achieved  Substantial
Completion,  the General Contractor may request in writing that the Owner accept
the  Project  by  issuing a  certificate  of  acceptance  for the  Project  (the
"Certificate  of  Acceptance").  The  Owner  will,  within  five  business  days
following receipt of the General Contractor's  request therefor,  either issue a
Certificate of Acceptance (at which time "Acceptance"  shall be deemed to occur)
or  decline  to do so.  Acceptance  by  the  Owner  shall  not  relieve  General
Contractor of its obligations to achieve Final Completion.

     6.7. Acceptance Of Project Upon Failure to Achieve Substantial Completion.

If the  General  Contractor  has not  requested,  or the Owner have  declined to
issue,  a  Certificate  of  Acceptance  pursuant  to Section  6.6,  the  General
Contractor  shall be obligated  to take such action or perform  such  additional
work as will be necessary to achieve Substantial Completion.  Such


                                       18
<PAGE>

Acceptance by the Owner shall not relieve  General  Contractor of its obligation
to achieve Final Completion.

     6.8. Final Completion.

The General  Contractor  shall  achieve  Final  Completion  of the Project on or
before  the  "Contract  Deadline"  which is  twenty-five  (25)  days  after  the
Substantial  Completion  Deadline.  Time is of the essence  with respect to such
deadline.   "Final  Completion"  shall  mean  (a)  Substantial   Completion  (or
Acceptance) have been achieved; (b) Project Start-up has been completed; (c) the
items  identified  on the Final  Punch-List  have been  completed by the General
Contractor and approved by the Owner ; (d) clean-up has been completed;  (e) the
Owner has delivered to the General Contractor a Certificate of Final Completion.

     6.9. Notice Of Final Completion.

When the General Contractor  believes that it has achieved Final Completion,  it
shall deliver to the Owner a notice thereof (the "Notice of Final Completion").

     6.10. Certificate Of Final Completion.

The Owner shall,  within five business days  following the receipt of the Notice
of Final  Completion  inspect  all Work,  and either (a)  deliver to the General
Contractor a certificate certifying that clauses (a) through (e) of Section 6.11
have been satisfied (the  "Certificate of Final  Completion") and the Owner, and
the General  Contractor  shall further execute and deliver to the Project Lender
the Affidavit of  Completion  in compliance  with Texas law and Section 9.3.2 of
the Loan  Agreement and take such further  action as is required under Texas law
to identify  Final  Completion,  in which case Final  Completion  will have been
achieved as of the date the Owner receive such Notice of Final  Completion  from
the General Contractor, or (b) if the requirements for Final Completion have not
been satisfied,  notify the General  Contractor in writing that Final Completion
has not been achieved, stating in detail the reasons therefor. In the event that
Final  Completion has not been achieved,  the General  Contractor shall promptly
take  such  action  or  perform  such  additional  work  as will  achieve  Final
Completion  and shall  issue to the  Owner  another  Notice of Final  Completion
pursuant to Section 6.9. Such procedure shall be repeated as necessary until the
issuance by the Owner of a Certificate of Final  Completion,  which  certificate
shall  not be  unreasonably  withheld.

ARTICLE  7.  OWNER'S  RIGHT TO PLACE THE FACILITY IN COMMERCIAL OPERATION;
   CARE, CUSTODY AND CONTROL

     7.1. Owner's Right.

The parties currently contemplate that the Facility shall be occupied and placed
in Commercial Operation upon Substantial Completion.  However, at any time after
the Substantial  Completion  Deadline,  the Owner or the Greenhouse Operator may
occupy any portion of the Facility which is complete.  Moreover,  at any time on
or after August 31,  1998,  the Owner shall have the right to place the Facility
in  Commercial  Operation,  whether or not the General  Contractor  has achieved
Substantial  Completion  or  Acceptance.  After the Owner  shall have placed the
Facility  in  Commercial  Operation,  the  Owner  shall so  notify  the  General
Contractor,  and the Greenhouse  Operator shall thereafter operate the Facility.
The  placing of the  Facility  in  Commercial


                                       19
<PAGE>

Operation by the Owner shall not excuse the General  Contractor  from completing
all remaining  Work on the Project nor constitute a waiver of any of the General
Contractor's obligations under this Agreement. In the event the Owner places the
Facility in Commercial Operation prior to Substantial  Completion or Acceptance,
the Owner shall afford the General Contractor  reasonable access to the Facility
to complete all remaining Work on the Project.

     7.2. Project Revenues.

The General Contractor shall not be entitled to any revenues associated with the
sale of any fruit, vegetables, flowers or other produce from the Greenhouse.

     7.3. Care, Custody And Control.

Care, custody and control of the Facility shall pass from the General Contractor
to the Owner upon the issuance of the  Certificate of Substantial  Completion or
the  Certificate  of  Acceptance,  or upon the  Owner's  election  to place  the
Facility in Commercial Operation, as the case may be. The Owner shall assume the
risk of  physical  loss or damage to the Work  resulting  from the action of the
Owner or its  employees  from and  after  the  issuance  of the  Certificate  of
Substantial  Completion or the  Certificate  of Acceptance or the placing of the
Facility into Commercial  Operation,  as the case may be. The General Contractor
shall be obligated to replace,  repair or  reconstruct  any of the Work which is
damaged,  destroyed or lost prior to the passage of care, custody and control of
the Facility to the Owner.

ARTICLE 8.         SCHEDULE GUARANTEES

     8.1 Subbstantial Completion.

The Contractor  guarantees that  Substantial  Completion shall be achieved on or
before the  Substantial  Completion  Deadline,  as such date may be  modified in
accordance with Article 12 hereof.


ARTICLE 9.        LIMITATION OF LIABILITY

     9.1. Limitation Of Liability.

     9.1.1. Limitation.  The total aggregate liability of the General Contractor
with respect to its obligations hereunder, including but not limited to warranty
obligations  and its  obligation to  physically  and  mechanically  complete the
Facility,  shall be  limited  to an  amount  equal to the  Contract  Price.  The
foregoing  limitations shall not apply to any amounts payable to, or arising out
of or relating to any claim made by, any person  other than the Owner;  it being
the  express  intention  of the  parties to limit the  liability  of the General
Contractor   only  with  respect  to  claims  arising  in  connection  with  its
performance or  non-performance  of this Agreement (except its obligations under
Section  14.1.1),  and not with  respect to claims  arising in  connection  with
damage or injury to third  parties or the  property of third  parties  including
those under Section 14.1.1.

     9.1.2.  Consequential  Damages. No party shall be liable to any other party
for indirect, consequential,  incidental, special or punitive damages, including
but not  limited  to  damages  due to  delay  in or loss  of use of  profits  or
products, lost income, or obligations of the other


                                       20
<PAGE>

to third parties,  except, in the case of the General Contractor,  to the extent
such  damages  may be deemed  included  within the  liquidated  damages  payable
pursuant to Sections 8.2 and 8.3 hereof.

ARTICLE 10.       WARRANTIES AND GUARANTEES

     10.1. Materials And Workmanship.

The  General  Contractor  warrants to the Owner that all  machinery,  equipment,
materials and other items furnished under this Agreement will be new and of good
quality,  free from  improper  workmanship  and  defective  materials  and shall
conform to the  requirements of this  Agreement.  As the Owner's sole remedy for
any breach of this warranty, the General Contractor agrees to correct within ten
(10) days after  receipt of notice from the the Owner,  and  without  additional
compensation, any Work performed hereunder that, at any time for a period of one
year after the earlier of Final  Completion  or the  commencement  of Commercial
Operation,  proves to be improper or defective in material or workmanship or not
in  conformance  with the  requirements  of this  Agreement.  If any  machinery,
equipment,  materials or other items furnished under this Agreement are replaced
during  the last six  months of the  original  warranty  relating  thereto,  the
warranty for such items shall be deemed extended until six months after the date
of  replacement.  In addition  to  correcting  the  improper,  nonconforming  or
defective Work itself,  the General Contractor shall bear all costs and expenses
associated  with  correcting  such warranted Work including  without  limitation
necessary  trouble  shooting,   disassembly,   transportation,   reassembly  and
retesting,  as well as  reworking,  repair  or  replacement  of such  Work,  and
disassembly and reassembly of adjacent work when necessary to give access to the
improper,  defective or nonconforming  Work. The General  Contractor's  warranty
shall not apply to damage  arising  from the  Greenhouse  Operator's  failure to
comply with  prudent  operating  and  maintenance  practices  in the  commercial
greenhouse industry. For the purposes of this Section 10.1, improper workmanship
and defective materials shall be deemed to include, but shall not be limited to,
the following:  (i) faulty or defective  materials,  and defective,  careless or
unskilled execution of the Work; (ii) damage by exposure to foreseeable weather,
windborne  water or surface  drainage;  (iii)  degradation  such as uncontrolled
cracking  or  spatting  of  concrete,  unit  masonry,  cast and  natural  stone,
millwork,  plaster,  glass  and  applied  finishes  such as  paint  and  special
coatings;  (iv) "pot-holing" of pavement; (v) mechanical or electrical equipment
which  does not  operate  in a  satisfactory,  quiet  and  efficient  manner  as
determined by the Owner in its reasonable discretion,  or which does not perform
the functions specified in the Scope of Work or Specifications;  or (vi) unusual
injury  or  deterioration  of the  Work  when in  normal  use by the  Greenhouse
Operator.

     10.2. Subcontractor Warranties.

The General Contractor shall, for the protection of the Owner and its successors
and assigns,  obtain from all  Subcontractors  guarantees  and  warranties  with
respect to  machinery,  equipment,  materials and other items used and installed
hereunder,  which  guarantees and warranties  shall not be amended,  modified or
otherwise  discharged  without  the prior  written  consent  of the Owner . Such
guarantees  and warranties  shall be in accordance  with  reasonable  commercial
greenhouse industry  standards,  shall be assignable to the Owner, shall cover a
period of not less than one year from the  earlier  of Final  Completion  or the
commencement of Commercial  Operation,  and shall be made available to the Owner
to the full extent of the terms thereof after assignment. The General Contractor
shall enforce such  guarantees  and  warranties to the fullest extent thereof on


                                       21
<PAGE>

behalf of the Owner until such time as they are assigned to the Owner.  Upon the
earlier to occur of (i) issuance of the Certificate of Final Completion, or (ii)
termination  of this  Agreement  pursuant to Article 15, the General  Contractor
shall   assign  to  the  Owner  all  the  General   Contractor's   rights  under
Subcontractor guarantees and warranties and shall deliver to the Owner copies of
all contracts providing for such guarantees and warranties.

     10.3. Engineering And Design.

The General Contractor  warrants and guarantees that it shall perform all of its
engineering and design services in accordance with sound  engineering  practice,
Governmental  Approvals and applicable Laws and that, when complete, the Project
will be free of all deficiencies caused by errors or omissions in engineering or
design  (other  than errors or  omissions  in the  engineering  or design of the
growing systems  specified by the Owner in Schedule 1). For a period of one year
from  the  earlier  of  Final  Completion  or  the  commencement  of  Commercial
Operation,  the General  Contractor shall, as the Owner's sole remedy for breach
of this warranty,  at its own expense correct any such efforts and omissions and
resulting  deficiencies  in the  Project as soon as  reasonably  possible  after
receipt of notice from the Owner specifying such deficiencies.

     10.4. No Liens.

The  General  Contractor  warrants  and  guarantees  that  title  to  all  work,
materials, supplies and equipment provided hereunder will pass to the Owner upon
payment by the Owner to the General  Contractor  therefor  free and clear of all
liens,  claims,  security  interests,  charges  and any  other  encumbrances  or
preferential  arrangements,  including  without  limitation the lien or retained
security title of a conditional  vendor  ("Liens"),  and that none of such work,
materials,  supplies or  equipment  will be  acquired by the General  Contractor
subject to any agreement  under which a Lien is retained by any person or entity
except as otherwise provided by Law.

     10.5. Limitation Of Warranties.

EXCEPT AS PROVIDED  HEREIN,  THERE ARE NO WARRANTIES OR  GUARANTEES,  EXPRESS OR
IMPLIED,  RELATING TO THE GENERAL CONTRACTOR'S  PERFORMANCE  HEREUNDER,  AND THE
GENERAL CONTRACTOR DISCLAIMS ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW
(OTHER THAN WARRANTIES OF TITLE).

ARTICLE 11.       FORCE MAJEURE

     11.1. Force Majeure Events.

As used in this  Agreement,  a "Force Majeure Event" means any act or event that
prevents  the  performance  of the Owner or the  General  Contractor  under this
Agreement  or the  compliance  with any  conditions  required by the other party
under this  Agreement if such act or event is beyond the  reasonable  control of
the  party  relying  thereon  as  justification   for  such   nonperformance  or
noncompliance  and such party has been unable to  overcome  such act or event by
the exercise of due diligence,  including but not limited to (but subject to the
foregoing) flood, drought,  unusually severe weather,  earthquake,  storm, fire,
explosion, sabotage or threat of sabotage of the Facility, the Greenhouse or the
pipeline, pestilence,  epidemic, lightning and other natural catastrophes;  war,
riot,  civil  disturbance or  disobedience,  action or inaction of  legislative,


                                       22
<PAGE>

judicial, or regulatory agencies, or other proper authority,  which may conflict
with the terms of this  Agreement;  failure,  threat of failure or  sabotage  of
equipment  supplied by Subcontractors  for temporary services during performance
of the Work which has been  maintained in accordance  with good  engineering and
operating  practices  applicable  thereto;  or loss or  shortage  of  utilities.
Economic  hardship  and  strikes,  work  stoppages  or  labor  disturbances  are
explicitly excluded as Force Majeure Events.

     11.2. Limitation Of Default.

No  party  shall be  considered  in  default  in the  performance  of any of the
agreements  contained in this  Agreement,  except for the Owner's or the General
Contractor's  obligations  to pay money when and to the  extent  the  failure of
performance shall be caused by a Force Majeure Event.

     11.3. Excused Performance.

If any party is  rendered  wholly or partly  unable to perform  its  obligations
under  this  Agreement  because  of a Force  Majeure  Event,  that party will be
excused from whatever  performance is affected by the Force Majeure Event to the
extent so affected; provided that:

     (a)  the nonperforming  party, within five (5) days after the occurrence of
          the  Force  Majeure  Event,  gives the other  parties  written  notice
          describing the particulars of such occurrence, including an estimation
          of its expected duration and probable impact on the performance of the
          affected  party's  obligations  hereunder,  and  continues  to furnish
          timely regular reports with respect thereto during the continuation of
          and upon the termination of the Force Majeure Event;

     (b)  the  suspension of performance is of no greater scope and of no longer
          duration than is reasonably required by the Force Majeure Event;

     (c)  the obligations of any party which arose before the occurrence causing
          the  suspension of  performance  and the  performance  of which is not
          prevented by the occurrence,  shall not be excused as a result of such
          occurrence; and

     (d)  the nonperforming  party uses its best efforts to remedy its inability
          to perform  and  mitigate  the effect of such  event and  resumes  its
          performance  at the earliest  practical  time after  cessation of such
          occurrence.

     11.4. Right To Terminate For Force Majeure.

If a suspension of performance by any party as a result of a Force Majeure Event
exceeds  sixty (60) days,  the parties  whose  performance  is unaffected by the
Force  Majeure Event may terminate  this  Agreement  pursuant and subject to the
terms of Section 15.5 hereof; provided,  however that the General Contractor may
not  terminate  this  Agreement  pursuant  to Section  15.5 hereof if and to the
extent  that a Change  relating  to such  Force  Majeure  Event  shall have been
approved by the Owner and the  General  Contractor  pursuant  to Section  12.2.2
hereof.


                                       23
<PAGE>

ARTICLE 12.       CHANGES IN THE PROJECT AND SUSPENSION

     12.1. Changes.

At any time and from time to time prior to the  issuance of the  Certificate  of
Final Completion,  the Owner,  without  invalidating or amending this Agreement,
may order  changes in the  Project  within the general  scope of this  Agreement
consisting of additions,  deletions or other  revisions  (such changes,  and the
changes  permitted under Section 12.2, being referred to collectively  herein as
"Changes"),  in which  event the  Contract  Price,  the  Substantial  Completion
Deadline,  the Contract Deadline,  and the Major Milestone Schedule set forth in
Appendix  H to this  Agreement  shall be  adjusted  accordingly,  if  necessary,
pursuant to Section  12.1.1.  No Change will be effected  without an  authorized
Change  Order (as defined in Section  12.1.2).

     12.1.1. Procedure For Changes. Except as provided in Section 12.2, only the
Owner may  initiate  Changes.  At no cost to the Owner,  the General  Contractor
shall promptly  review the Owner's  proposal and provide the Owner , within five
(5) days thereafter, with notice in writing of the effect, if any, such proposed
Change would have on the Contract Price,  the Substantial  Completion  Deadline,
the Contract Deadline, and the Major Milestone Schedule.  Such notice also shall
include an analysis  demonstrating  (i) the time impact, if any, of the proposed
Change on the critical path items yet to be completed  (including  the influence
of such Change on the current dates  scheduled for  Substantial  Completion  and
Final  Completion) and (ii) how the General  Contractor  proposes to incorporate
the time impact on non-critical  path items into the schedule  without  schedule
alleviation.  If, in the General Contractor's  opinion,  Project schedule and/or
performance  may  be  maintained  or  adjustments   thereof  minimized  only  by
increasing the Contract Price, the General Contractor shall, in such notice, set
forth  possible   trade-offs  among  or  between  Project  cost,   schedule  and
performance  so  that  the  Owner  may  make  an  informed   choice  among  such
alternatives  in  deciding  whether  to issue a Change  Order.  The Owner  shall
promptly review the information  provided by the General Contractor  pursuant to
this Section  12.1.1 and thereupon the Owner may issue a Change Order  approving
and authorizing  such proposed Change,  in which event the cost,  scheduling and
performance  alternative  included in the General  Contractor's notice described
above and chosen by the Owner  shall be binding on the General  Contractor.  The
General  Contractor  shall use all  reasonable  efforts to  minimize  any effect
adverse to the Owner of any Change on Project cost,  scheduling and performance.
The  Change  Order  issued by the  Owner  will  authorize  an  extension  in the
Substantial Completion Deadline and/or the Contract Deadline only if the General
Contractor  establishes,  to the Owner's 's  reasonable  satisfaction,  that the
nature of the proposed Change would  necessitate  such  extension.  All Changes,
whether  initiated by the Owner or the General  Contractor  under  Section 12.2,
shall be authorized by a Change Order,  and shall be performed  pursuant to this
Agreement.  Any  change  in the  Project  necessitated  by any  change  in Laws,
Governmental  Approvals or Private Rights-of-Way after the effective date hereof
shall be  treated  as a Change  pursuant  to this  Article  12 unless the change
necessitated comes within the definition of Modification, in which case it shall
be treated as a Modification pursuant to this Article 12.

     12.1.2.  Change Orders.  A "Change Order" is a written order to the General
Contractor signed by a duly authorized representative of the Owner authorizing a
Change in the Project. Upon execution and delivery of this Agreement,  the Owner
shall  deliver to the General  Contractor  written  notice signed by the Owner ,
stating which  officers or  representatives  are  authorized  to


                                       24
<PAGE>

approve  Change  Orders.  If and when,  after  execution  and  delivery  of this
Agreement,  another  officer is selected  by either the Owner to approve  Change
Orders, such party shall deliver to the General Contractor another notice signed
by such  party so  authorizing  such new  officer or  representative  to approve
Change  Orders.  For the purpose of  determining  who has  authority  to approve
Change Orders,  the General  Contractor  shall be entitled to rely on the latest
notice  delivered by the Owner  pursuant to this Section  12.1.2 and received by
the General Contractor.

     12.1.3.  No Changes Due To Contractor  Error.  Notwithstanding  anything in
this Article 12 to the contrary, no Changes shall be issued to correct errors or
omissions on the part of the General Contractor which result in construction not
in  accordance  with the Contract  Documents as they existed at the time of such
error or omission.

     12.2. Other Changes.

     12.2.1.  Changes In Laws,  Approvals Or Rights-Of-Way.  In the event and to
the extent a change in Laws,  Governmental  Approvals  or Private  Rights-of-Way
necessitates a change in the Work, the General Contractor may (and, if requested
by the Owner  shall  submit a written  request  for a Change to the Owner,  such
Change to be  incorporated  into the Project upon  approval by the Owner , which
approval  shall not be  unreasonably  withheld,  by issuance  of a Change  Order
pursuant to Section 12.1.1.

     12.2.2. Changes Due To Delays In Interfaces Or Force Majeure Events. In the
event and to the extent that (i)  completion of  interfaces or  interconnections
with third  parties are delayed due to causes  beyond the control of the General
Contractor,  and General Contractor's performance is adversely affected thereby,
or (ii) a Force  Majeure  Event  prevents the General  Contractor's  performance
hereunder,  and all of the  requirements  of Section  11.3 (a)  through  (d) are
satisfied,  the General Contractor shall be entitled to (and if requested by the
Ownershall  request) a Change pursuant to, and to the extent authorized by, this
Section 12.2.2.  In such event, the Contract Price,  the Substantial  Completion
Deadline,  the Contract Deadline,  and the Major Milestone Schedule set forth in
Appendix H to this  Agreement  shall be adjusted to the extent of the actual and
verifiable  effects,  if  any,  which  General  Contractor  demonstrates  to the
reasonable  satisfaction of the Owner that such delay or Force Majeure Event has
had upon General  Contractor's  performance of its obligations  hereunder.  Such
Change  shall be  incorporated  into the Project by  issuance of a Change  Order
pursuant to Section 12.1.1.

     12.3. Modifications.

Without  invalidating  or amending this  Agreement,  the Owner may order and the
General Contractor may propose, subject to approval by the Owner , modifications
in the Project within the general scope, and consistent with the intent,  of the
Contract   Documents   (such   modifications   being   referred   to  herein  as
"Modifications") consisting of additions,  deletions or other revisions, so long
as  such   Modifications  do  not  adversely  affect  the  Contract  Price,  the
Substantial Completion Deadline, and the Contract Deadline.


                                       25
<PAGE>

     12.4. Contract Price Change.

A Contract Price increase,  if any, resulting from a Change in the Project shall
be  determined  in one or more  of the  following  ways  and  paid by the  Owner
pursuant to the schedule of Progress Payments adjusted  accordingly:

     12.4.1.  By the  acceptance  by the  Owner  of a lump sum  proposed  by the
General Contractor properly itemized and supported by sufficient  substantiating
data to permit evaluation; or

     12.4.2.  If the method set forth in Section 12.4.1 is not agreed upon after
good faith negotiation by the parties,  the General Contractor shall provide the
Owner with such purchase orders, invoices and other documents and records as may
enable the Owner to verify,  to their reasonable  satisfaction,  the cost to the
General Contractor of effecting such Change. All equipment,  materials and other
items  required as a result of such  Change  shall be  purchased  by the General
Contractor at competitive market prices.

     12.5. Continued Performance Pending Resolution Of Disputes.

Notwithstanding a dispute regarding the adequacy of a Contract Price increase or
schedule adjustment for a proposed Change, or whether a Modification should be a
Change because it affects the Contract Price or schedule, the General Contractor
shall proceed with the performance of such Change or Modification.

     12.6. Suspension.

The Owner may, by written notice to the General Contractor,  suspend at any time
the  performance  of all or any portion of the Work to be  performed  under this
Agreement so long as (a) the  Substantial  Completion  Deadline and the Contract
Deadline  are  extended  an amount of time equal to the  actual  and  verifiable
impact on the Project  schedule caused by such suspension and (b) the suspension
of any material part on the Project  schedule  caused by such suspension and (b)
the  suspension  of any  material  part of the Work shall be for a period not to
exceed  sixty (60) days.  Suspension  of the Work  under this  Agreement  may be
accomplished  only by the written notice  described in this Section 12.6.

     12.7. Suspension Process.

Upon receipt of a notice given pursuant to Section 12.6, the General  Contractor
shall, unless the notice requires otherwise:

     (a)  immediately  discontinue  work on the date and to the extent specified
          in such notice;

     (b)  place no  further  orders or  subcontracts  for  equipment,  material,
          services,  or other items with respect to suspended work other than to
          the extent  required  in such  notice and to the  extent  required  to
          protect the Work;


                                       26
<PAGE>

     (c)  promptly make every reasonable  effort to obtain suspension upon terms
          satisfactory  to the  Owner of all  orders,  subcontracts  and  rental
          agreements to the extent they relate to performance of suspended work;

     (d)  continue to protect and maintain the work  performed  including  those
          portions on which work has been suspended; and

     (e)  take any other reasonable steps to minimize costs associated with such
          suspension.

     12.8. Resumption Of Work.

Upon  receipt of notice  from the Owner to resume  suspended  work,  the General
Contractor  shall  immediately  resume  performance  under this Agreement to the
extent required in such notice.

     12.9. Contract Changes Due To Suspension.

If the  General  Contractor  believes  that  any  suspension  or  resumption  of
suspended  Work  justifies  a Change  in the  Contract  Price,  the  Substantial
Completion Deadline,  the Contract Deadline or any other affected obligations of
the General  Contractor  hereunder,  the General Contractor must, within 30 days
after  receipt of the notice of  suspension  or  resumption  as the case may be,
submit to the Owner a written statement setting forth the justification for such
a Change in reasonable detail. If a Change is justified, the Owner shall issue a
Change  Order  under  which  the  Contract  Price,  the  Substantial  Completion
Deadline,  the  Contract  Deadline  and any other  affected  obligations  of the
General   Contractor  under  this  Agreement  shall  be  equitably  adjusted  to
compensate  for  the  effect  of  the  suspension.

     12.10. Termination Due To Suspension.

If a  suspension  by the Owner of all or a material  portion of the Work exceeds
sixty (60) days the General  Contractor  may  terminate  this  Agreement  in the
manner set forth in Section 15.4 hereof.

ARTICLE 13.       PAYMENTS TO GENERAL CONTRACTOR

     13.1. Initial Payment.

Promptly after issuance of the Notice to Proceed,  the General  Contractor shall
submit  to  the  Owner  an  initial  payment  request  supported  by an  invoice
reflecting an amount of which has been  determined  pursuant to the  Application
for Payment,  the form of which is attached hereto as Appendix I.

     13.2. Monthly Progress Payments.

Progress payments shall be made by the Owner to the General Contractor according
to the following procedure:

     13.2.1.  On or before the tenth day of each calendar  month  beginning with
the first month following receipt of the initial payment under Section 13.1, the
General Contractor shall submit to the Owner an "Application for Payment," which
shall include (i) the monthly progress report prepared pursuant to Section 2.4.1
(a), and (ii) an invoice reflecting an amount which has


                                       27
<PAGE>

been determined  pursuant to the  Application for Payment,  the form of which is
attached as Appendix I, which amount, together with all previous amounts paid by
the Owner to the General Contractor,  shall reflect work on the Project actually
accomplished through the preceding calendar month. The General Contractor agrees
that it will not include in any  Application for Payment a bill for materials or
equipment  until such  materials or equipment have been delivered to the Project
Site. Similarly, the General Contractor will not include in such Application for
Payment a bill for labor until such labor has been performed.

     13.2.2. The Owner shall pay to the General Contractor, within ten (10) days
after receipt of the Application for Payment,  the amount determined pursuant to
Section 13.2.1 for Work  performed  during the month prior to the month in which
the  Application  for Payment is tendered,  less 10% retainage to be withheld by
the Project Lender from payments to the General  Contractor,  or  subcontractors
(all  such  monthly  amounts  paid by the  Owner  being  herein  referred  to as
"Progress  Payments"),  subject to  adjustment  as provided  in Section  13.2.3.
"Retainage"  shall be ten percent (10%) of the amount of each monthly payment or
other payment to be made by the General Contractor pursuant to Sections 13.1 and
13.2.

     13.2.3.  If the Owner disagrees with the General  Contractor's  estimate of
actual  Project  progress (as reflected in an  Application  for Payment) and the
cumulative  total of all amounts in dispute  (reflecting the difference  between
the General  Contractor's and the Owner's estimates of actual progress) does not
exceed  $50,000.00,  the Owner shall pay the General  Contractor  such  disputed
amount  pursuant to Section  13.2.2 as part of the  pertinent  Progress  Payment
within  ten (10) days after  receipt  of the  Application  for  Payment  and any
disputed  amounts in excess of the  cumulative  total of $50,000 may be withheld
from the  General  Contractor  by the Owner,  provided,  however,  that  amounts
withheld  by the Owner  pursuant  to this  Section  13.2.3  shall be paid to the
General  Contractor  when  the  General  Contractor  has  demonstrated,   in  an
Application for Payment completed to the reasonable  satisfaction of the Owner ,
that actual progress requiring such payment has been achieved.

     13.2.4.  If the Owner fails to make its Progress  Payments  hereunder on or
before the date due, or if the Owner withholds payment of any amount pursuant to
Section 13.2.3, and it is subsequently  determined that such withholding was not
justified  hereunder,  interest on any unpaid  amount  shall accrue from the due
date at the lesser of (a) the Base Rate plus two  percent  (2%) per annum or (b)
the maximum  permitted legal interest rate at the time prevailing and applicable
thereto.

     13.2.5.  The Owner  shall  have no  obligation  to make any  payment to the
General  Contractor  while the General  Contractor is in material breach of this
Agreement. In addition, the Owner may withhold payment to the General Contractor
to the extent  reasonably  necessary  to protect the Owner from loss due to: (i)
defective  Work not remedied;  (ii) claims for payment or liens  asserted by the
General  Contractor  or any  Subcontractor;  (iii) the  failure  of the  General
Contractor  to  promptly  pay any  Subcontractor;  (iv)  damage to the person or
property  of  any  separate  contractor,  agent,  invitee  of the  Owner  or (v)
reasonable  doubt on the Owner's part that the Project can be completed  for the
balance of the Contract Price yet unpaid.


                                       28
<PAGE>

     13.2.6.  As promptly as possible  after the Notice to Proceed,  the General
Contractor shall send the Owner a notice specifying all Facility equipment to be
ordered  from  outside  vendors,  indicating  the time such  equipment  is to be
ordered and specifying the General Contractor's cost thereof. The Project Lender
shall,  upon the Owner's and Project Lender's  approval of the amounts and items
specified,  set aside or otherwise  designate for  application to such equipment
purchases  sufficient funds to pay for the Facility  equipment  described in the
notice,   and  shall  send  the  Owner,  and  the  General   Contractor  written
confirmation of the same.

     13.3. Waiver And Release Of Liens.

The General Contractor shall protect and keep free and clear from Liens the land
upon which the  Facility is to be  constructed,  and any and all  interests  and
estates  therein,  and  all  improvements  and  materials  arising  out of or in
connection  with  performance  by  the  General  Contractor,  or  Subcontractor,
including  services  or  furnishing  of any  materials  hereunder.  The  General
Contractor  shall  furnish  to the  Owner,  and  shall  require  each and  every
Subcontractor  engaged to supply services or materials in an amount greater than
$50,000 (or any lesser amount if requested by the Owner) in connection  with the
Project to furnish to the General Contractor for delivery to the Owner, upon the
making  of the  initial  payment  pursuant  to  Section  13.1 and at the time of
submission of each  Application  for Payment a recordable  partial waiver of its
right to assert Liens on the  Project,  such waiver to be  substantially  in the
form of Appendix J-1 and as a precondition to the making of the Final Payment, a
recordable waiver of its right to assert Liens on the Project, such waiver to be
in substantially  the form of Appendix J-2.  Effectiveness of such waivers shall
be conditioned  upon General  Contractor's  receipt of payment from the Owner of
payments then due to the General Contractor under this Agreement. If the General
Contractor fails to furnish,  or cause any  Subcontractor to furnish,  a legally
effective waiver or fails to have any Lien released or discharged forthwith,  in
lieu thereof the General  Contractor  shall  furnish a bond or other  collateral
satisfactory to the Owner to indemnify the Owner against any loss resulting from
such Lien. In addition, until such release,  discharge or bonding, the Owner may
withhold  from any payment due the General  Contractor  an amount  sufficient to
discharge any or all such Liens or claims.

     13.4. Payment Upon Completion.

Upon  delivery  of the  Certificate  of  Final  Completion,  recordation  of the
Affidavit of Completion and  satisfaction  of other  statutory  requirements  in
accordance with 9.3.2 of the Loan Agreement, and the passing of at least 30 days
since the date of Final  Completion,  the Owner shall pay the unpaid  portion of
the Contract Price due to the General Contractor  (including the amount, if any,
of equal cost savings  represented by the difference  between the Contract Price
and the amount previously paid to the General Contractor).

     13.5. Payment Or Use Not Acceptance.

No payment  made or any partial or entire use of the Facility by the Owner shall
constitute  an  acceptance  of any of the  Work  not  in  accordance  with  this
Agreement and the Scope of Work.

     13.6. Waiver By Owner.

The making of the Final Payment  shall  constitute a waiver of all claims by the
Owner except:


                                       29
<PAGE>

     (a)  those  arising  from  unsettled  liens,  security  interests  or other
          encumbrances;

     (b)  those arising from any warranties, guarantees and indemnities provided
          hereunder; and

     (c)  those arising from Final Punch-List and clean-up items.

     13.7. Waiver By General Contractor.

Acceptance of the Final  Payment shall  constitute a waiver of all claims by the
General Contractor except for unresolved claims for Changes previously  asserted
in writing by the General  Contractor.

     13.8.  General  Contractor's  Performance  With Respect To Applications For
Payment.

The General Contractor is responsible to prepare and submit, in appropriate form
and  order  and in a timely  manner,  all the  necessary  forms  and  supporting
documentation  (if  any),  on  behalf of the  General  Contractor,  to the Owner
required in this Article 13 or by the Project Lender under the Loan Agreement to
ensure the timely payment of all amounts owed to the General Contractor, and all
subcontractors,  vendors,  or  suppliers  related  to  the  construction  of the
Project.

ARTICLE 14.       INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION

     14.1. Indemnity.

     14.1.1.  Indemnity By General  Contractor.  The General  Contractor  hereby
indemnifies  and holds  harmless the Owner and their  respective  successors and
assigns and their  respective  shareholders,  directors,  officers and employees
(each being hereinafter  referred to as an "Indemnified Party") from and against
any and all loss, cost (including reasonable  attorneys' fees), damage,  injury,
liability,  claims, demands, interest and causes of action (a) for bodily injury
or property damage that may arise from the General Contractor's operations under
this  Agreement,  except to the extent arising from the negligence or misconduct
of such  Indemnified  Party,  (b) because of any violation of Law to be complied
with by the General Contractor hereunder,  (c) in respect of any taxes levied on
the General  Contractor or in respect of the General  Contractor's net income or
(d) in  respect to any  demands or Liens by  Subcontractors  for  nonpayment  of
amounts  due as a  result  of  furnishing  materials  or  work  to  the  General
Contractor  which are payable by the General  Contractor for Work on the Project
performed pursuant to this Agreement.

     14.1.2. Indemnity By Owner. The Owner hereby indemnifies and holds harmless
the General Contractor, and their respective shareholders,  directors,  officers
and employees (each being  hereinafter  referred to as an  "Indemnified  Party")
from and against any and all loss, cost (including  reasonable attorneys' fees),
damage, injury,  liability,  claims, demands,  interest and causes of action (a)
for  bodily  injury or  property  damage to the  extent  such may arise from the
negligence or misconduct  of the Owner in  connection  herewith,  (b) because of
violation  of Law to be  complied  with  by the  Owner  hereunder,  or (c) or in
respect of the Owner's net income.

     14.1.3.  Procedure.  When  required to  indemnify an  Indemnified  Party in
accordance with this Agreement, the indemnifying party shall assume on behalf of
such party, and conduct with


                                       30
<PAGE>

due  diligence  and in good  faith,  the defense of any such suit  against  such
party,  whether  or not the  indemnifying  party be  joined  therein;  provided,
however,  that  without  relieving  the  indemnifying  party of its  obligations
hereunder,  the Indemnified Party may elect to participate,  at its expense,  in
the defense of any such suit.

     14.2. General Contractor's Insurance.

At its own expense,  the General Contractor shall secure and maintain during the
term of this  Agreement  the  following  insurance  with  the  coverage  amounts
indicated  for  occurrences  during and arising out of the General  Contractor's
performance of this Agreement.  Such insurance shall be placed with  responsible
and  reputable  insurance  companies  authorized  to do business in the State of
Texas with a Best's rating of A- or better and shall be effective as of at least
thirty (30) days prior to the date of the Notice to Proceed and maintained until
Final Completion, except Products Liability/Completed Operations coverage, which
shall be maintained for three years beyond Final Completion.  Deductible amounts
shall be the responsibility of the General Contractor.

         Type                                     Coverage/Amount
         ----                                     ---------------

         Workers' Compensation Insurance          As required by the State
         including occupational                   Texas
         disease coverage

         Employer's Liability                     $500,000 each accident
                                                  $500,000 each employee-disease
                                                  $500,000 policy limit-disease

         Comprehensive  General  Liability,       $1,000,000 per occurrence
         with the following coverages:

         Premises--Operations; Independent
         Contractors and Subcontractors
         Protective; Products/Completed
         Operations; Broad Form Property
         Damage; Contractual Liability
         (Broad Form) Including Third Party
         Coverage; Explosion, Collapse,
         Underground Hazard, and Personal
         Injury


                                       31
<PAGE>

         Type                                     Coverage/Amount
         ----                                     ---------------

         Comprehensive Automobile                 $1,000,000 combined single
         Liability, including coverage            limit, per occurrence
         for all owned, hired and non-
         owned vehicles

         Excess Liability                         $5,000,000 per occurrence


     14.2.1.   Evidence  Of  Coverage.  The  General  Contractor  shall  provide
certificates  of insurance to the Owner and the Project  Lender  evidencing  all
insurance  policies  required  pursuant to this Section  14.2.  Owner shall also
reserve the right to be provided a copy of the entire policy upon  request.  The
certificates   evidencing   Comprehensive   General   Liability,   Comprehensive
Automobile  Liability,  Excess Liability,  and All Risk Property insurance shall
each certify that:

     14.2.1.1. During the General Contractor's performance under this Agreement,
the Owner and the Project Lender shall be named as additional  insureds and loss
payees  under such  policies  (without  any  representation  or  warranty  by or
obligation  upon such  entities) as their  interests may appear for  occurrences
during  and  arising  out  of  the  General  Contractor's  performance  of  this
Agreement;

     14.2.1.2. Such insurance is primary insurance with respect to the interests
of the Owner and the Project Lender, and any other insurance  maintained by them
is excess and not contributory with this insurance;  and

     14.2.1.3.  Such  policies  provide that (a) the  inclusion of more than one
corporation,  person,  organization,  firm or entity as insured thereunder shall
not in any way affect the rights of any such corporation,  person, organization,
firm or entity as respects any claim,  demand, suit or judgment made, brought or
recovered,  by or in  favor  of any  other  insured,  or by or in  favor  of any
employee of such other insured, and (b) each corporation,  person, organization,
firm,  or entity is  protected  thereby in the same  manner as though a separate
policy had been issued to each,  but nothing  therein  shall operate to increase
the insurance  company's  liability as set forth  elsewhere in the policy beyond
the amount for which the  insurance  company  would have been liable if only one
person or interest had been named as insured.

     14.2.2. Contents Of Certificates. The certificates evidencing all insurance
provided  under this  Section 14.2 shall each certify that (a) under such policy
there will be no recourse  against the Owner or any of the banks  comprising the
Project  Lender or any of their  assignees for payment of a premium and (b) such
policy  may not be  canceled  or  materially  altered by the  insurance  company
without  giving 60 days' prior written notice of  cancellation  or alteration to
the Owner and the Project Lender.

     14.3. Subcontractor Insurance.

The General Contractor shall require all Subcontractors to obtain,  maintain and
keep in force,  during the time in which they are engaged in performing services
to be  furnished  by the  General  Contractor  hereunder,  adequate  coverage in
accordance  with  the  General  Contractor's  normal  practice  or  the  General
Contractor shall maintain such coverage under its own insurance policies.


                                       32
<PAGE>

     14.4. General Contractor's Insurance.

General  Contractor  shall procure at its own expense and maintain in full force
and  effect  from  and  after  the  issuance  of the  Notice  to  Proceed,  with
responsible and reputable insurance  companies  authorized to do business in the
State of Texas with a Best's rating of A- or better, builder's risk insurance as
described  below and worker'  compensation,  general  liability  and  automobile
liability insurance in amounts specified in Section 14.2. The General Contractor
shall provide  certificates  of insurance to the Owner  evidencing all insurance
policies required under this Section 14.6.

         Builder's Risk

           Facility:

         Real and Personal Property                  Replacement Cost

           Deductibles:                              $ 25,000

The  certificate  evidencing the builder's risk insurance shall certify that the
policy (a)  provides  for all losses to be paid  directly to the Owner,  and (b)
shall name the General  Contractor and each of the banks  comprising the Project
Lender as additional insureds thereunder (without any representation or warranty
by or obligation  upon such entities) as their  interests may appear.  As to the
remaining coverages, with the exception of workers' compensation, and only as to
matters  within the scope of the General  Contractor's  indemnity  under Section
14.1.1, such policies (a) shall name the Owner as an additional insured, and (b)
shall be primary and not excess to or contributing with any insurance maintained
by the Owner.

     14.5. Property Insurance Loss Adjustment.

Any insured loss shall be adjusted  with the Owner,  and the General  Contractor
and made payable to the Owner, and the General Contractor as their interests may
appear, subject to any applicable mortgagee clause.

     14.6. No Effect On Liability.

The requirement that the General Contractor, Subcontractors or the Owner furnish
certain  minimum  insurance  coverages  is not to be  interpreted  as in any way
limiting the  liability of the General  Contractor  or the Owner as the case may
be, nor does  either  party,  by  furnishing  or  requiring  evidence of certain
minimum insurance,  assume, or intend to assume, any liability that it would not
otherwise have in the absence of such a requirement.

     14.7. Owner's Election Regarding All Risk Insurance.

The Owner may elect, at its complete and sole  discretion,  to provide the above
described  All Risk  Insurance  program.  If the Owner  elects to  provide  such
insurance coverage a Change Order will be issued in accordance with Section 12.1
hereof.


                                       33
<PAGE>

     14.8. Waiver Of Subrogation.

All insurance  policies supplied by either party to this Agreement shall include
a waiver of any right of  subrogation  of the  insurers  thereunder  against the
other party and any of the banks comprising the Project Lender, and of any right
of the insurers to any set-off or counterclaim or any other  deduction,  whether
by  attachment  or  otherwise,  in respect of any  liability  of any such person
insured under such policy.

ARTICLE 15.       TERMINATION

     15.1. Termination By Owner For Cause.

In the event:

     (a)  at any time prior to issuance of the Certificate of Final  Completion,
          the General  Contractor  shall  abandon  or,  except as  permitted  in
          Sections  12.6 and 12.7,  otherwise  cease  efforts to  achieve  Final
          Completion in a diligent manner; or

     (b)  (i) the General  Contractor  fails to achieve a Major Milestone within
          thirty (30) days after the  corresponding  milestone date indicated in
          Appendix H, or

     (ii) at  any  time  prior  to the  issuance  of the  Certificate  of  Final
          Completion an unexcused act or omission of the General  Contractor has
          materially  affected its ability to complete  the Project  pursuant to
          this  Agreement by the Contract  Deadline  and such  unexcused  act or
          omission persists for a period of thirty (30) days, and in the case of
          either  (b)(i) or b(ii),  the  General  Contractor  fails to cure such
          default within fifteen (15) days after  receiving  notice thereof from
          the Owner  (unless such default is of a nature that it cannot be cured
          within  such  fifteen  (15)  day  period,  in which  case the  General
          Contractor  shall be in compliance  herewith if it presents a plan for
          such cure which is reasonably acceptable to the Owner,  commences such
          cure within such fifteen (15) day period,  and diligently pursues such
          cure to completion within sixty (60) days after the aforestated notice
          from the Owner or such  longer  period as the Owner may  accept in its
          sole discretion); or

     (c)  all  items on the  Final  Punch-List  and all  clean-up  have not been
          completed by the Contract Deadline;

then the Owner may,  without  prejudice to any legal or equitable  remedy it may
have, terminate this Agreement, take possession of the Project Site and complete
the Project by whatever reasonable method it may deem expedient, and the General
Contractor  shall be  liable to the  Owner  for any and all cost or  expense  in
excess of the unpaid  portion of the Contract  Price  occasioned  thereby,  such
amount to be payable  within  thirty  (30) days  after the Owner has  provided a
notice setting forth the


                                       34
<PAGE>

amount thereof.  The Owner may take possession of and utilize, in completing the
Project, any materials, tools, supplies,  equipment and appliance,  belonging to
the  General  Contractor  or any of its  Subcontractors  that are at the Project
Site. In such event,  the Owner may exercise any rights,  claims or demands that
the General  Contractor  may have against third persons in connection  with this
Agreement  (including but not limited to tender of performance to Subcontractors
as described in Section 4.2) and for such purpose,  the General  Contractor does
hereby, to the extent possible, assign, transfer and set over unto the Owner all
such rights,  claims and demands and agrees to execute  whatever  documents  the
Owner deems appropriate to effect such assignment, transfer or set-over. Neither
such exercise by the Owner of rights,  claims or demands  against third persons,
nor such assignment,  transfer or set over by General Contractor,  shall relieve
General  Contractor  of its  liability  to pay the Owner's  costs or expenses to
complete  the  Project in excess of the unpaid  portion of the  Contract  Price.

     15.2. Termination Upon Bankruptcy.

If (a)  the  General  Contractor  shall  commence  a  voluntary  case  or  other
proceeding seeking  liquidation,  reorganization or other relief with respect to
itself  or its debts  under any  bankruptcy  law now or  hereafter  in effect or
seeking the  appointment  of a custodian  of it or any  substantial  part of its
property, or shall consent to any such relief or to the appointment of or taking
possession  by any such  custodian in an  involuntary  case or other  proceeding
commenced  against  it, or shall make a general  assignment  for the  benefit of
creditors, or shall fail generally to pay its debts as they become due, or shall
take  any  corporate  action  to  authorize  any  of  the  foregoing  or  (b) an
involuntary  case or other  proceeding  shall be  commenced  against the General
Contractor seeking  liquidation,  reorganization or other relief with respect to
it or its debts under any  bankruptcy  law now or hereafter in effect or seeking
the  appointment of a custodian of it or any  substantial  part of its property,
and such  involuntary  case or other  proceeding  shall remain  undismissed  and
unstayed  for a period  of sixty  (60)  days,  or an order for  relief  shall be
entered  against  the  General  Contractor  under any  bankruptcy  law as now or
hereafter in effect,  then,  if the General  Contractor  is unable to diligently
perform  and does not  continue so to perform its  obligations  hereunder,  this
Agreement  may be  terminated  by the  Owner who may then  exercise  any and all
rights provided in Section 15.1.

     15.3. Termination By Owner Without Cause.

The Owner) may cancel this Agreement at any time for its convenience upon thirty
(30) days' prior written notice to the General Contractor.  In the event of such
cancellation,  the Owner  shall pay the General  Contractor  for all the General
Contractor's  actual costs incurred to the date of  cancellation,  including the
costs incurred for undelivered  material and equipment and other similar Project
obligations and for the General Contractor's  reasonable overhead on the Project
to the date of  cancellation,  less any  amounts  previously  paid by the Owner;
provided,  however, that in no event shall the Owner's liability for such actual
costs exceed the amount set forth below with respect to the calendar month after
issuance of the Notice to Proceed in which cancellation occurs.

                  1 month           $1,200,000.00

                  2 months          $1,800,000.00



                                       35
<PAGE>

                  3 months          $3,400,000.00

                  After 3 months    Actual costs, not to exceed unpaid balance
                                    of Contract Price

The  General  Contractor  shall  submit  to the  Owner  all  invoices  and other
documentation  as is  sufficient  to verify  the  amount to be paid  under  this
Section 15.3. The Owner shall pay such amount to the General  Contractor  within
thirty (30) days of receipt of such documentation.  The General Contractor shall
mitigate to the fullest extent  reasonably  possible all expenses to be borne by
the Owner under this Section 15.3.

     In the event of such  cancellation,  the Owner may further  elect to assume
any or all of the obligations, commitments and unsettled claims that the General
Contractor  has  previously  undertaken  or incurred in good faith in connection
with performance of the General Contractor's  obligations hereunder. The General
Contractor shall to the extent reasonably possible,  as a condition to receiving
cancellation  payments  referred to in this  Section,  execute and deliver  such
papers  and  take  all  such  steps,  including  the  legal  assignment  of  its
contractual rights, as the Owner may require for the purpose of fully vesting in
the  Owner  the  rights  and  benefits  of the  General  Contractor  under  such
obligations, commitments or claims.

     15.4. Termination Due To Suspension.

If the Owner elects to suspend performance of all or a material part of the Work
and the  duration  of such  suspension  exceeds  sixty  (60) days,  the  General
Contractor  may terminate this  Agreement,  at any time after it gives the Owner
not less than thirty (30) days prior  written  notice of its intent to terminate
and the Owner fails to order a resumption of suspended  Work before the later of
the expiration of the sixty (60) day  suspension  period or such thirty (30) day
notice period.  In such event,  the General  Contractor shall be compensated for
all Work  satisfactorily  performed  through the date of  termination,  plus its
reasonable  costs  associated  with suspension of the Work. In the event of such
termination,  the  Owner  may  elect to  assume  any or all of the  obligations,
commitments  and unsettled  claims that the General  Contractor  has  previously
undertaken  or  incurred in good faith in  connection  with  performance  of the
General Contractor's  obligations hereunder. The General Contractor shall to the
extent reasonably possible, as a condition to receiving the termination payments
referred to in this  Section,  execute and deliver such papers and take all such
steps,  including the legal assignment of its contractual  rights,  as the Owner
may  require  for the  purpose  of fully  vesting  in the Owner the  rights  and
benefits  of the  General  Contractor  under such  obligations,  commitments  or
claims.

     15.5. Termination Due To Event Of Force Majeure.

If either (i) a material  suspension of performance by the General Contractor or
the Owner as a result of a Force  Majeure Event exceeds sixty (60) days, or (ii)
the total number of days in which a material suspension of performance by either
such  party as a result of all Force  Majeure  Events in the  aggregate  exceeds
sixty (60) days, the party whose  performance is unaffected by the Force Majeure
Event may terminate  this  Agreement,  provided it gives the other party written
notice of its intent to  terminate  not less than  thirty (30) days prior to the
end of the  applicable  period and the other Party  fails to resume  performance
before the period  expires;  provided,  however,  that the


                                       36
<PAGE>

General Contractor's right to terminate under this Section 15.5 shall be subject
to the limitations set forth in Section 11.4 hereof. Upon such termination,  the
General  Contractor shall be compensated for all Work  satisfactorily  performed
through the date of termination,  plus its reasonable  costs associated with the
Force  Majeure Event  suspension.  In the event of  termination  by either party
pursuant to this Section  15.5,  the Owner may elect to assume any or all of the
obligations,  commitments and unsettled  claims that the General  Contractor has
previously  undertaken or incurred in good faith in connection with  performance
of the General Contractor's obligations hereunder. The General Contractor shall,
to the extent  reasonably  possible,  as a condition  to  receiving  termination
payments  referred to in this Section,  execute and deliver such papers and take
all such steps, including the legal assignment of its contractual rights, as the
Owner may require  for the purpose of fully  vesting in the Owner the rights and
benefits  of the  General  Contractor  under such  obligations,  commitments  or
claims.

ARTICLE 16. ASSIGNMENTS AND CHOICE OF LAW

     16.1. No Assignment By General Contractor.

The General  Contractor  shall not assign this  Agreement or any interest in any
funds that may be due or become due  hereunder or enter into any  contract  with
any person, firm or corporation for the performance of the General  Contractor's
obligations  hereunder  or any part  thereof,  except as  specifically  provided
herein,  without  the prior  approval  in writing  of the Owner and the  Project
Lender. If the General  Contractor,  with the consent of the Owner , shall enter
into a subcontract  with any  Subcontractor  for the  performance of any part of
this  Agreement,  the General  Contractor  shall be as fully  responsible to the
Owner for the acts and omissions of such  Subcontractor  and of persons employed
by such  subcontractor  as the General  Contractor would be for its own acts and
omissions and those of persons directly  employed by it. Nothing in this Section
16.1 shall be read to limit the  Owner's  rights to assign its  interest in this
Agreement or the Project under Section 16.2.

     16.2. Assignment By Owner.

The Owner  shall be entitled to freely  assign  this  Agreement  and its rights,
titles and interests hereunder, to:

     (a) any affiliate of the Owner  (including  any joint venture or general or
limited  partnership in which the Owner or its affiliate is a general partner) ;
or

     (b) any person,  corporation,  bank, trust,  company,  association or other
business  or  governmental  entity  (including  but not  limited to the  Project
Lender) as security in connection with obtaining or arranging  financing for the
Facility;

     (c) any successor entity (whether by merger, by  consolidation,  by sale of
substantially  all the assets or by the  enforcement  of the  security  interest
described in (b) above).

Upon each  permitted  assignment  described  in this Section 16.2 (other than in
clause (b) above) by the Owner,  the assignee shall expressly  assume in writing
all of the  obligations of the Owner  hereunder.  Upon the request of the Owner,
the General  Contractor  shall  acknowledge in writing


                                       37
<PAGE>

any  permitted  assignment  described  in clause  (b) above and the right of any
permitted  assignee to enforce this  Agreement  against the General  Contractor.
Such acknowledgment of a permitted  assignment  described in clause (b) shall be
substantially  in the form of Appendix K hereto.

     16.3. Extension To Successors And Assigns.

Each and all of the covenants and agreements  herein  contained  shall extend to
and be binding upon the successors and permitted assigns of the parties hereto.

     16.4. Choice Of Law.

This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas, excluding conflict-of-laws provisions which would direct the
application of the laws of another state.  The parties agree that all actions or
proceedings  arising  in  connection  with  this  Agreement  shall be tried  and
litigated in any Texas state court or any federal  court sitting in the State of
Texas.

ARTICLE 17. DRAWINGS, DOCUMENTS AND MATERIALS

     17.1. Owner's Review.

All plans and drawings,  calculations,  specifications and other related design,
construction,  performance  test and  start-up  information,  and results of any
supporting  design,  construction,  performance test and start-up  calculations,
prepared in connection  with  engineering,  construction,  performance  test and
start-up  services,  shall  be  delivered  to the  Owner as such  documents  are
completed, as specified in Appendix L. The procedure for submittal and review of
such documents  shall be as set forth in Sections 17.1.1 and 17.1.2 and Schedule
1.

     17.1.1.  Submittal Of Documents.  The General  Contractor shall prepare and
submit to the Owner in  accordance  with  Appendix L, the  Greenhouse  plans and
drawings,  which shall  include,  but not be limited  to,  plot  plans,  general
arrangements   drawings,   architectural  drawings  including  Headhouse  layout
drawings,  piping and instrumentation diagrams, and electrical one-line diagrams
of  the  Facility   (collectively,   the  "Plans  and  Drawings"),   and  design
calculations for the Facility.  The preliminary and/or approved for construction
issue of the above documents will provide the Owner with Project definition, and
provide the General  Contractor  with (i) the  information  and data required to
prepare purchase specifications and data sheets for major equipment and (ii) the
definition  required to complete  construction  drawings the General  Contractor
also shall submit to the Owner  preliminary and final checked  calculations when
prepared.

     17.1.2.  Return  Of Plans And  Drawings.  One copy of each of the Plans and
Drawings submitted by the General  Contractor  pursuant to Section 17. 1.1 shall
be returned by the Owner to the  General  Contractor  as soon as possible in the
exercise of the Owner's  best  efforts,  but no later than  fifteen (15) working
days after receipt, stamped either:


     (a) "Returned Without Comment"; or

     (b) "Returned with Comments".


                                       38
<PAGE>

Review  by the Owner  under  this  Section  17.1.2  of the  submitted  Plans and
Drawings  shall be solely in the  discretion of the Owner . Failure of the Owner
to return Plans and Drawings to the General  Contractor within such fifteen (15)
working  day period  shall be  construed  as having  returned  the same  without
comment.  Plans and Drawings which are returned marked  "Returned with Comments'
shall bear comments  which  specify in detail the Owner's  concerns or questions
regarding the contents of such  document.  The General  Contractor  may elect to
proceed with the Work set forth in such Plans and  Drawings  prior to the return
of the same by the Owner, but shall do so at the General  Contractor's sole risk
and expense.  The General  Contractor  shall  respond to the Owner  advising its
disposition  of the  Owner's 's  comments  within  five (5) days  after  receipt
thereof.

     17.2. General Contractor's Duty.

Review (or lack thereof) by the Owner or it's designees of any Project documents
provided  by the  General  Contractor,  and the  fact  that  the  Owner or their
designees has not  discovered  any errors  reflected in such Project  documents,
shall not  relieve or  release  the  General  Contractor  of any of its  duties,
obligations  or  liabilities  under the  terms of this  Agreement.

     17.3. Final Documents And All Other Documents Furnished.

Upon the issuance of the Certificate of Final Completion, the General Contractor
shall furnish the Owner with all final (including as-built) documents pertaining
to the design,  construction and operation of the Facility,  which documents are
listed in Appendix L. If this Agreement is terminated prior to Final Completion,
the General Contractor shall furnish the Owner with any and all final (including
as-built)  documents which have been prepared,  and the most up-to-date versions
of  documents  which  are not yet  final.  All  other  documents,  drawings  and
materials  shall be  submitted  in the form and as required in Appendix L.

     17.4. Ownership Of Drawings And Documents.

     17.4.1. Property Of Owner. All drawings, tracings, specifications and other
documents  prepared by or for the General  Contractor  in respect of the Project
and all drawings, tracings, specifications, calculations, memoranda, data, notes
and other  materials  containing  information  supplied by the Owner which shall
come into the General Contractor's  possession during its performance hereunder,
shall be the sole and exclusive  property of the Owner,  and such  documents and
other  materials shall be returned to the Owner upon the earliest of the Owner's
placing  the  Facility  in  Commercial  Operation  pursuant  to Article 7, Final
Completion  or  termination  of this  Agreement.  Subject to Section  18.1,  the
General  Contractor  shall  have  the  right  to  retain  and  use,  solely  and
specifically  for the Project,  a  reproducible  set of all drawings,  tracings,
specifications  and other documents prepared by or for the General Contractor in
respect of the Project.

     17.4.2.   Reuse  Of   Documents   By   Owner.   All   drawings,   tracings,
specifications,  and other documents  prepared by or for the General  Contractor
pursuant to this  Agreement  are  instruments  of service  with  respect to this
Project.  They are not intended or  represented  to be suitable for reuse by the
Owner or others on extensions of this Project or on any other project. Any reuse
without  written  verification  or adaptation by the General  Contractor for the
specific purpose intended will be at the Owner's sole risk and without liability
or legal exposure to the General


                                       39
<PAGE>

Contractor,  and the  Owner  shall  indemnify  and  hold  harmless  the  General
Contractor  against  all  claims,   damages,   losses,  and  expenses  including
attorneys' fees, arising out of or resulting from such unauthorized reuse.

     17.5. Ownership Of Materials.

Title to all materials  and  equipment  incorporated  or to be  incorporated  in
construction shall vest in the Owner upon payment therefor by the Owner, so that
the Owner will have full title to said materials and equipment at such times and
that upon Final Payment title to the completed  Facility will have vested in the
Owner;  provided,  however, that construction  equipment,  small tools and other
equipment owned by the General  Contractor or third parties not necessary to the
completion  of the Project or continued  operation of the Facility  shall remain
the sole  property of their  respective  owners.  The General  Contractor  shall
deliver to the Owner all instruments necessary to transfer title to the Facility
to the Owner,  including  such  materials  and  equipment,  upon Final  Payment.

ARTICLE 18. MISCELLANEOUS PROVISIONS

     18.1. Confidential Information.

The Owner and the General Contractor agree to hold in confidence,  except as may
be reasonably necessary from time to time to their performance hereunder, obtain
financing for the Project or fulfill requirements of government authorities, any
information supplied to the Owner or the General Contractor, as the case may be,
by the other  party and  designated  in writing  as  confidential.  The  General
Contractor  further agrees to require its  Subcontractors  and employee to enter
into  appropriate   non-disclosure  agreements  relating  to  such  confidential
information  a may be  communicated  to  them  by the  General  Contractor.  The
provisions of this Section 18.1 shall not apply to information within any one of
the following  categories or any combination  thereof: (a) information which was
in the public domain prior to the  receiving  party's  receipt  thereof from the
disclosing  party or which  subsequently  becomes  part of the public  domain by
publication  or otherwise  except by the  receiving  party's  wrongful  act; (b)
information  which  the  receiving  party   demonstrates  was  lawfully  in  its
possession  prior to receipt thereof from the disclosing party through no breach
of any confidentiality  obligation; or (c) information received by the receiving
party from a third party having no  obligation of  confidentiality  with respect
thereto.  The General  Contractor  shall not publish  information or photographs
regarding  the  Project  and shall not permit or  accompany  any third party not
connected  with the Project onto the Project  Site  without the express  written
permission of the Owner. The General  Contractor shall not take, or permit to be
taken any  photographs  of the  Project  Site  (except  for the sole  purpose of
performing its obligations  hereunder)  without the prior written consent of the
Owner.

     18.2. Uses Of Premises.

The General Contractor shall confine its apparatus, the storage of materials and
construction  equipment and the  operations of its workers to limits  imposed by
applicable  Laws,  Governmental  Approvals  and  Private  Rights-of-Way,  or the
reasonable  directions  of the Owner and shall  not  unreasonably  encumber  the
premises  with its  materials  and  construction  equipment.


                                       40
<PAGE>

     18.3. Independent Contractor.

The General  Contractor  and the Owner  shall be  independent  contractors  with
respect to the Project,  or any part  thereof,  and in respect of all Work to be
performed hereunder. Neither the General Contractor nor its Subcontractors,  nor
the  employees of either  (acting in such  capacities),  employed on the Project
shall be deemed to be agents,  representatives,  employees  or  servants  of the
Owner by reason of their  performance  hereunder  or in any  manner  dealt  with
herein.  The Owner and the General  Contractor hereby covenant and agree that in
the approval of key employees or major equipment vendors of General  Contractor,
approving or furnishing of plans and specifications,  should any be furnished by
the Owner, or in the making of inspections by the Owner, or in the taking of any
other action or the exercise of any right pursuant to this Agreement,  the Owner
are  acting  for and on the  Owner's  behalf  and not as  agent  of the  General
Contractor.  The Owner and the General  Contractor each hereby further  covenant
and agree that, in the performance of work hereunder by the General  Contractor,
it shall not do any act or make any  representation  to any person or persons to
the effect that the General Contractor, or any of its agents, representatives or
Subcontractors,   is  the  agent  of  the  Owner.

     18.4. General Contractor's Obligations.

The approval and consent by the Owner to the General Contractor's  entering into
any subcontract  shall not relieve the General  Contractor of any of its duties,
liabilities or obligations hereunder, and the General Contractor shall be liable
to the same extent as if no such subcontract had been entered into.

     18.5. New Developments.

During the term of this Agreement,  the General Contractor's program of research
and development may result in potential improvements to the Work to be performed
hereunder.  Any such potential  improvements shall be offered to the Owner, and,
if accepted by the Owner shall be treated as a Change or  Modification  pursuant
to Article 12.

     18.6. Representations.

     18.6.1. Each party hereby represents to the other that:


     (a)  it has legal power and authority to enter into and carry out the terms
          of this  Agreement,  which  constitutes  a legal,  valid  and  binding
          obligation of it enforceable  against it in accordance with its terms;
          provided,  however,  that the  enforcement  of the rights and remedies
          herein is  subject to  bankruptcy  and other  similar  laws of general
          application  affecting  the rights and remedies of creditors  and that
          the remedy of specific  performance or of injunctive relief is subject
          to the discretion of the court before which any  proceedings  therefor
          may be brought; and

     (b)  the consummation of the  transactions  contemplated by, and compliance
          with all the terms and  provisions of, this Agreement will not violate
          any provisions of such party's certificate of incorporation,


                                       41
<PAGE>

          bylaws or operating  agreement  and will not result in a breach of the
          terms and  provisions  of, or  constitute a default  under,  any other
          agreement  or  undertaking  by such party or by which it or any of its
          property is bound or any order of any court or  administrative  agency
          entered in any proceedings in which it is or has been a party.

     18.6.2.  The General  Contractor hereby represents to the Owner that, as of
the effective date of this Agreement  (and such  representations  of the General
Contractor  shall,  with any changes  reported to the Owner  pursuant to Section
2.4.1(a)(iii), be deemed reaffirmed in each Application for Payment):

     (a)  The General  Contractor is a corporation  duly  incorporated,  validly
          existing and in good standing  under the laws of the State of New York
          and duly  qualified to do business in and in good  standing  under the
          laws of the State of New York.

     (b)  The unaudited  consolidated  balance sheets of the General  Contractor
          and its affiliates as of December 29, 1996, and the related statements
          of income and  retained  earnings  of the General  Contractor  for the
          fiscal year then  ended,  copies of which have been  furnished  to the
          Owner,   fairly  present  the  financial   condition  of  the  General
          Contractor  and its  affiliates  as of such  dates and the  results of
          operations  of the  General  Contractor  and  its  affiliates  for the
          periods ended on such dates, all in accordance with generally accepted
          accounting principles consistently applied; and since such dates there
          has been no material adverse change in such condition or operations.

     (c)  The  General  Contractor  is  not  presently   contemplating  (i)  the
          commencement  of  a  voluntary  case  or  other   proceeding   seeking
          liquidation,  reorganization or other relief with respect to itself or
          its debts under any bankruptcy law in effect,  (ii) the appointment of
          a custodian of it or any  substantial  part of its  property,  (iii) a
          general  assignment  for the benefit of creditors,  (iv) not generally
          paying  its  debts as they  become  due,  or (v)  corporate  action to
          authorize any of the foregoing.

     18.7. Rights Reserved By The Owner.

The Owner reserves the right to require the removal from the Project Site of any
employee of the General  Contractor or of any Subcontractor if in the reasonable
judgment of the Owner such  removal  shall be  necessary in order to protect the
interests of the Owner.

     18.8. Cumulative Remedies.

Except as expressly  provided  otherwise  herein,  every right or remedy  herein
conferred  upon or  reserved  to the Owner or the  General  Contractor  shall be
cumulative,  shall be in  addition  to every  right and remedy now or  hereafter
existing  at law or in equity or by  statute,  and the  pursuit  of any right or
remedy shall not be construed as an election.


                                       42
<PAGE>

     18.9. Non-Waiver Clause.

It is understood and agreed that any delay,  waiver or omission by the Owner, or
the General Contractor to exercise any right or power arising from any breach or
default by the other party of any of the terms or provisions  of this  Agreement
shall not be construed to be a waiver by the Owner or the General  Contractor of
any subsequent breach or default of the same or other terms or provisions on the
part of the other party.

     18.10. Severability.

In the event that any of the provisions, or portions or applications thereof, of
this Agreement are held to be unenforceable or invalid by any court of competent
jurisdiction,  the Owner and the General Contractor shall negotiate an equitable
adjustment in the provisions of this Agreement with a view toward  effecting the
purpose of this Agreement,  and the validity and enforceability of the remaining
provisions,  or portions or applications thereof, shall not be affected thereby.

     18.11. Amendments.

No amendments or modifications of this Agreement shall be valid unless evidenced
in writing and signed by duly  authorized  representatives  of the Owner and the
General Contractor.

     18.12. Article And Section Headings.

The Article and Section headings have been inserted for convenience of reference
only and shall not in any manner affect the  construction,  meaning or effect of
anything  herein  contained nor govern the rights and liabilities of the parties
hereto.

     18.13. Notices.

Except as otherwise  provided herein,  all notices and demands  pertaining to or
required  to be given  under this  Agreement  shall be in  writing  and shall be
delivered by hand,  telecopy or overnight  courier,  or mailed by  registered or
certified mail, postage prepaid, properly addressed as follows:

         If to the Owner:                      If to the General Contractor:

         Village Farms of Presidio, L.P.       Agro Power Development, Inc.
         c/o Agro Power Development, Inc.      10 Alvin Court
         9912 Monroe Rd.. Suite 202            East Brunswick, New Jersey  08816
         Matthews, North Carolina  28105       Attn:  President
         Attn:  Michael Minerva                Telecopy No.: (908) 254-1710
         Telecopy No.:  (704) 849-7662


Such notices shall be effective on the day received at the  addresses  specified
above. The parties hereto, by like notice in writing,  may designate,  from time
to time,  another  address or office to which notices shall be given pursuant to
this Agreement.


                                       43
<PAGE>

     18.14. Original And Counterparts.

This Agreement may be executed in two or more counterparts,  each of which shall
be deemed an original for all purposes,  but all of which shall  constitute  one
and the same instrument.

     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have
executed this Marfa, Texas Project Commercial Design and Construction  Contract,
all as of the date and year first above written.

                                            VILLAGE FARMS OF PRESIDIO, L.P.
                                            ("Owner")


                                            By:
                                               --------------------------------
                                            Name:  Michael Minerva
                                            Title:  Vice President



                                            AGRO POWER DEVELOPMENT INC.
                                            ("General Contractor")


                                            By:
                                               --------------------------------
                                            Name:    Michael A. DeGiglio
                                            Title:   Chief Executive Officer



                                       44
<PAGE>

                                   APPENDIX A

                                   DEFINITIONS


     As used in this  Agreement,  the  following  terms shall have the following
meanings  (such  meanings  as  necessary  to be equally  applicable  to both the
singular and plural forms of the terms defined):

"Acceptance" shall have the meaning set forth in Sections 6.9 and 6.10 hereof.

"Agreement"  shall  mean  this  MARFA,  TEXAS  Facility  Commercial  Design  and
Construction  Contract  dated as of  August  17,  1998  among  Village  Farms of
Presidio, L.P., and Agro Power Development, Inc.

"Application  for  Payment"  shall refer to the  document  mentioned  in Section
13.2.1 of this Agreement and having the form attached as Appendix I.

"Base Rate" means, for any period,  the fluctuating  rate of interest  announced
publicly by NationsBank Carolinas,  N.A. of Charlotte,  North Carolina from time
to time as its base rate.

"Certificate  of Acceptance"  shall have the meaning set forth in Section 6.9 of
this Agreement.

"Certificate  of Final  Completion"  shall have the meaning set forth in Section
6.13 of this Agreement.

"Certificate  of  Substantial  Completion"  shall have the  meaning set forth in
Section 6.8 of this Agreement.

"Change  Order"  shall  have the  meaning  set forth in  Section  12.1.2 of this
Agreement.

"Changes" shall have the meaning set forth in Section 12.1 of this Agreement.

"Commercial  Operation" shall mean the point in time at which the Owner notifies
the General Contractor that the Owner and the Greenhouse Operator have commenced
the occupation and use of the Facility for commercial purposes.

"Contract  Deadline"  shall have the meaning  set forth in Section  6.11 of this
Agreement.

"Contract  Documents"  shall have the  meaning  set forth in Section 1.2 of this
Agreement.

"Contract  Price"  shall  have the  meaning  set  forth in  Section  5.1 of this
Agreement.

"Day(s)" or "day(s)" shall mean a calendar day or days.


                                       45
<PAGE>

"Facility" shall have the meaning set forth in the Recitals to this Agreement.

"Final  Completion"  shall have the  meaning  set forth in Section  6.11 of this
Agreement.

"Final  Payment"  shall  have the  meaning  set  forth in  Section  13.4 of this
Agreement.

"Final  Punch-List"  shall have the  meaning  set forth in  Section  6.6 of this
Agreement.

"Force  Majeure  Event" shall have the meaning set forth in Section 11.1 of this
Agreement.

"Gas Utility" shall mean West Texas Gas, Distribution Company.

"General Contractor" shall mean Agro Power Development, Inc.

"Governmental  Approval" means an  authorization,  consent,  approval,  license,
permit,   certificate,   exemption  of  or  filing  or  registration   with  any
governmental authority or other legal or regulatory body, required in connection
with the development,  construction, Final Completion or the short- or long-term
operation of the Facility, as set forth in Appendix C.

"Greenhouse" shall mean the commercial greenhouse of approximately 26.3 enclosed
acres of growing area to be designed and  constructed by General  Contractor for
the Owner, as is described more fully in the Scope of Work.

"Greenhouse  Operator"  shall  mean Agro  Power  Development,  Inc.,  a New York
Corporation, which will operate the Greenhouse under a contract with the Owner.

"Headhouse"  shall  mean the  separate  structure  housing  the  office  and the
heating,  packaging  and control  systems for the  Greenhouse,  as is more fully
described in the Scope of Work.

"Heating System" shall mean the boilers  complete with stacks,  and the complete
heating distribution system as described in Schedules 1 and 2.

"Indemnified  Party"  shall have the  respective  meanings set forth in Sections
14.1.1, 14.1.2 and 14.1.3 of this Agreement.

"Law" or "Laws" shall mean one or more of the Federal, state and municipal laws,
ordinances,  rules and  regulations,  and any other  applicable  governmental or
industry  codes and  standards,  which  would  affect  work on, or the  intended
operation of, the Facility.

"Liens" shall have the meaning set forth in Section 10.4 of this Agreement.

"Loan Agreement" shall mean that certain loan agreement dated August 17, 1998 by
and between Village Farms International Finance Association and Village Farms of
Presidio, L.P.


                                       46
<PAGE>

"Loan Documents" and "Loan Parties" shall have the meanings set forth in Section
1.5 of this  Agreement.

"Major  Milestone(s)"  shall mean one or more major  milestones  as set forth in
Appendix H hereto.

"Major Milestone  Schedule" shall mean the date on which a Major Milestone is to
be achieved as set forth on Appendix H hereto.

"Manual" shall have the meanings set forth in Appendix L of this Agreement.

"Modifications"  shall  have  the  meaning  set  forth in  Section  12.3 of this
Agreement.

"Notice of Final Completion" shall have the meaning set forth in Section 6.12 of
this Agreement.

"Notice of Substantial  Completion"  shall have the meaning set forth in Section
6.4 of this Agreement.

"Notice to  Proceed"  shall have the  meaning  set forth in Section  6.1 of this
Agreement.

"Owner"  shall mean the owner of Village  Farms of  Presidio,  L.P.,  a Delaware
limited partnership.

"Plans and Drawings"  shall have the meaning set forth in Section 17.1.1 of this
Agreement.

"Private  Rights-of-Way" shall mean all permits,  easements,  licenses,  private
rights of way, and utility and railroad  crossing  rights required in connection
with the Project.

"Progress  Payment"  shall have the meaning set forth in Section  13.2.2 of this
Agreement.

"Project" shall have the meaning set forth in Section 1.1 of this Agreement.

"Project  Lender"  shall  have the  meaning  set  forth in  Section  1.5 of this
Agreement.

"Project  Site"  shall  have  the  meaning  set  forth  in  Section  1.1 of this
Agreement.

"Project  Start-up"  shall have the  meaning  set forth in  Section  6.2 of this
Agreement.

"Scope of Work"  shall  have the  meaning  set forth in  Section  1.2(b) of this
Agreement.

"Site Logistics Plan" shall have the meaning set forth in Section 2.3.10 of this
Agreement.

"Site  Manager"  shall  have the  meaning  set  forth in  Section  2.2.4 of this
Agreement.

"Specified Permit  Applications"  shall mean those applications for Governmental
Approvals and related materials set forth in Attachment I to Appendix C.

"Subcontractors"  shall  mean all  third-party  engineers,  vendors,  suppliers,
materialmen,  consultants and subcontractors providing materials and services in
connection with the Project.


                                       47

<PAGE>

"Substantial Completion" shall have the meaning set forth in Section 6.3 of this
Agreement.

"Substantial  Completion  Deadline"  shall have the meaning set forth in Section
6.3 of this Agreement.

"Work" shall have the meaning set forth in Section 2.1 of this Agreement.