Exhibit 10.66





                                 LEASE AGREEMENT

                          Dated as of January 29, 1998

                                     between



                          RIPE TOUCH GREENHOUSES, INC.,

                                   as Lessor,



                                       and



                        VILLAGE FARMS OF COLORADO, INC.,

                                    as Lessee





                               Greenhouse Facility

                      Located in Colorado Springs, Colorado




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                                TABLE OF CONTENTS

ARTICLE I DEFINITIONS; CONSTRUCTION OF REFERENCES............................1
Section 1.01 Definitions.....................................................1
Section 1.02 Construction of References......................................10

ARTICLE II OPERATION OF FACILITY.............................................10
ARTICLE III  RENT AND SERVICES...............................................10
Section 3.01 Basic Rent......................................................10
Section 3.02 Supplemental Rent...............................................11
Section 3.03 Late Payment....................................................11
Section 3.04 Net Lease, No Setoff-, Etc......................................11
Section 3.05 Hot Water Charges...............................................11
Section 3.06 Services Provided by Lessor.....................................12

ARTICLE IV DISCLAIMER OF WARRANTIES..........................................12

ARTICLE V RESTRICTION ON LIENS...............................................12

ARTICLE VI OPERATION AND MAINTENANCE; ALTERATIONS,
MODIFICATIONS AND ADDITIONS..................................................13
Section 6.01 Operation and Maintenance.......................................13
Section 6.02 Repair and Replacement
Section 6.03 Alterations Required by Law.....................................14
Section 6.04 plans and Specifications; Operating Manual......................14
Section 6.05 Operational Alterations.........................................14
Section 6.06 Lessor's Option to Pay Costs of Alterations.....................14
Section 6.07 Reports of Alterations..........................................14
Section 6.08 Title to Parts..................................................15
Section 6.09 Removal of Parts................................................16
Section 6.10 Parts Free and Clear of Liens...................................16
Section 6.11 Permitted Contests..............................................16
Section 6.12 Operating Logs..................................................16
Section 6.13 Return of Facility..............................................16

ARTICLE VII IDENTIFICATION...................................................17

ARTICLE VIII INSURANCE.......................................................17
Section 8.01 Coverage........................................................17
Section 8.02 Policy Provisions...............................................19
Section 8.03 Evidence of Insurance...........................................20
Section 8.04 No Duty of Lessor to Verify.....................................20

ARTICLE IX LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE.........................21
Section 9.01 Occurrence of Event of Loss.....................................21


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Section 9.02 Repair of Loss or Destruction...................................21

ARTICLE X INTEREST CONVEYED TO LESSEE........................................22

ARTICLE XI  ASSIGNMENT AND SUBLEASE; LOCATION................................22
Section 11.01 Assignment and Sublease........................................22
Section 11.02 Location.......................................................22
Section 11.03 Mortgaging the Estate of Lessor................................22

ARTICLE XII INSPECTION AND REPORTS...........................................24
Section 12.01 Condition and Operation........................................24
Section 12.02 Annual Insurance Report........................................24
Section 12.03 Financial Reports..............................................24
Section 12.04 Budget Approval................................................25
Section 12.05 Liability......................................................25
Section 12.06 Liens..........................................................26

ARTICLE XIII EVENTS OF DEFAULT...............................................26

ARTICLE IV ENFORCEMENT.......................................................27
Section 14.01 Remedies.......................................................27
Section 14.02 Survival of Lessee's Obligations...............................28
Section 14.03 Remedies Cumulative............................................29

ARTICLE XV RIGHT TO PERFORM FOR LESSEE.......................................29

ARTICLE XVI INDEMNITIES......................................................29
Section 16. 01 General Indemnity.............................................29
Section 16.02 Fees, Taxes and Other Charges..................................31
Section 16.03 Survival.......................................................33
Section 16.04 Waiver.........................................................34

ARTICLE XVII COVENANTS AND REPRESENTATIONS OF LESSEE.........................34
Section 17.01 Operation of Facility..........................................34
Section 17.02 Affiliated Transactions........................................34
Section 17.03 Waiver of Operating or Efficiency Standards....................34
Section 17.04 Representations and Warranties of Lessee.......................35

ARTICLE XVIII MISCELLANEOUS..................................................35
Section 18.01 Further Assurances.............................................35
Section 18.02 Quiet Enjoyment................................................36
Section 18.03 Notices........................................................36
Section 18.04 Severability...................................................36
Section 18.05 Amendment......................................................36
Section 18.06 Headings.......................................................36
Section 18.07 Counterparts...................................................36


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Section 18.08 Governing Law..................................................36
Section 18.09 Binding Effect; Successors and Assigns, Survival...............36
Section 18.10 Divisible Lease Agreement......................................36
Section 18.11 Effectiveness..................................................37

SCHEDULES
SCHEDULE 1.01(a)  Description of Facility
SCHEDULE 1.01(b)  Intentionally Blank
SCHEDULE 3.01     Basic Rent
SCHEDULE 3.02     Supplemental Rent



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<PAGE>


     LEASE AGREEMENT dated as of January 29,1998 between RIPE TOUCH GREENHOUSES,
INC., a Delaware  corporation  (the  "Lessor"),  and VILLAGE  FARMS OF COLORADO,
INC., a Delaware corporation (the "Lessee").

                                   WITNESSETH:

     WHEREAS,  the Lessor  desires to lease the Plant (as defined below) and the
Site (as defined  below) to the Lessee and the Lessee desires to lease the Plant
and the Site from the Lessor and operate the Facility (as defined below), all on
the terms and conditions herein contained.

     In consideration of the mutual  agreements  herein contained and other good
and valuable consideration, receipt of which is hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:

                                    ARTICLE I
                     DEFINITIONS; CONSTRUCTION OF REFERENCES

     Section 1.01. Definitions.  As used in this Agreement,  the following terms
shall have the following  meanings (such definitions to be equally applicable to
both the singular and plural forms of the terms defined):

     "Address" shall mean:

          (a) with  respect to the Lessor,  P. 0. Box 69  Castlerock,  CO 80104,
     Attn: Chief Executive Officer; and

          (b) with respect to the Lessee,  10 Alvin Court,  East Brunswick,  New
     Jersey 08816, ATTN: President;

     or such other address as such party shall give by notice to the other party
hereto.

     "Affiliate"  of  any  Person  shall  mean  any  other  Person  directly  or
indirectly controlling, controlled by or under common control with, such Person.

     "Alterations"  shall  mean,  with  respect  to the  Facility,  alterations,
improvements,  modifications  and additions to the Facility  (but  excluding any
replacement of Parts incorporated in the Facility).

     "APD" shall mean Agro Power Development, Inc., a New York corporation.

     "Basic  Rent"  shall mean  [information  omitted and subject to request for
confidential  treatment]  payable on the Basic Rent Payment Date for the term of
this Agreement.

     "Basic Rent Payment  Date" shall mean the last day of each month during the
term of this  Agreement,  commencing at the end of the first full calendar month
following the substantial completion of construction.


<PAGE>

     "Board of  Directors",  with  respect  to the Lessee or the  Lessor,  means
either the Board of Directors or any duly authorized committee of that Board.

     "Board Resolution" means a copy of a resolution  certified by the Secretary
or an Assistant  Secretary of the Lessee or Lessor,  as the case may be, to have
been duly adopted by its Board of  Directors  and to be in full force and effect
on the date of such certification.

     "Box Handling Fee" shall mean the fee payable to VF in accordance  with the
Marketing  and Sales  Agreement to be entered into between the Lessee and VF, as
it may be amended,  supplemented  or otherwise  modified  with the prior written
consent of the Lessor and in effect from time to time, pursuant to which VF will
provide  certain  marketing and sales  services to the Lessee,  which  Marketing
Agreement shall be approved in advance by the Lessor in writing.

     "Budget" shall have the meaning specified in Section 12.04.

     "Business  Day" shall mean any day other than a  Saturday,  Sunday or other
day on which banks are  authorized to be closed in New York,  New York,  Denver,
Colorado or Charlotte, North Carolina.

     "Cash Flow" shall mean for any Lease Year (a) the sum of (i) gross revenues
from the sale of Product,  plus (ii) all amounts received by the Lessee pursuant
to the  Line of  Credit  Facility  Agreement,  plus,  (iii)  insurance  proceeds
received  by the  Lessee  from  policies  of the type  described  in  subsection
8.01(a)(iii)  or any other  insurance  proceeds paid with respect to the loss or
damage to Product,  plus, (iv) revenues  received  pursuant to Article XVII plus
(v) all other  revenues  and  income  of the  Facility,  minus (b) a  Greenhouse
Expenses paid in the ordinary  course of business (but  excluding any Greenhouse
Expenses that are prepaid by the Lessee).

     "CERCLA" shall mean the Comprehensive Environmental Response,  Compensation
and  Liability Act (42 U.S.C.  ss. 9601 et seq.),  as presently in effect and as
the same may  hereafter  be  amended,  together  with any  regulations  pursuant
thereto.

     "Closing Date" shall mean the date this Agreement is executed and delivered
by the parties.

     "Code" shall mean the Internal  Revenue  Code of 1986,  as amended,  or any
comparable successor law.

     "Default" means any event or condition which,  with notice or lapse of time
or both, would become an Event of Default.

     "Equipment" shall mean the equipment and other property described in Part I
of Schedule  1.01(a) of this  Agreement,  together with any Parts which may from
time to time be  incorporated  in such  equipment or other property and title to
which shall have vested in the Lessor.

     "Effective Date" shall have the meaning specified in Section 18.11.

     "Environment   Regulations"   means  any  and  all  laws,  rules,   orders,
regulations,  statutes,  ordinances,  codes,  decrees  or  requirements  of  any
Governmental Authority exercising

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jurisdiction  over the Site,  the  Greenhouse  Facility  (including  Lessorship,
construction or operation thereof),  the Lessee, or the Borrower relating to the
environment or natural resources,  or to emissions,  discharges,  or releases or
threatened releases of Hazardous Substances, or to protection of the environment
or natural  resources,  or to  emissions,  discharges,  Releases  or  threatened
Releases of Hazardous  Substances,  including but not limited to the CERCLA, the
Hazardous  Materials  Transportation  Act (49 U. S.C.  ss.  1801 et  seq.),  the
Resource  Conservation  and  Recovery  Act (42 U. S. C. ss. 6901 et Ties.),  the
Toxic Substances  Control Act (1 5 U. S. C. ss. 2601 et seq.), the Clean Air Act
(42 U.S.C. ss. 7401 et seq.),.the Federal Water Pollution Control Act (33 U.S.C.
ss. 1251 et seq.), and the Safe Drinking Water Act (42 U.S. C. ss.300f et seq.),
all as  presently  in  effect  and as the same may  hereafter  be  amended,  any
regulation  pursuant  thereto,  and also  including,  but not  limited  to,  any
obligations,  duties,  or  requirements  arising  from or related  to  Hazardous
Substances under common law.

     "Event of Default" shall have the meaning specified in Article XIII of this
Agreement.

     "Event of Loss" shall mean (a) the actual or constructive total loss of all
or substantially all the Facility, or the condemnation,  confiscation or seizure
of, or requisition of title to, or requisition by any Governmental  Authority of
the use of, all or substantially all the Facility, or (b) the loss,  destruction
or damage of or condemnation,  confiscation or seizure of, or requisition by any
Governmental  Authority of the use of, such portion of the Facility as to render
the Facility unable to operate at  substantially  the same level of operation as
prior to the  occurrence  of such  event,  unless (x) it is feasible to restore,
rebuild or replace the  affected  portion of the Facility and (y) in the opinion
of the Lessor,  sufficient  funds are or will be  available to the Lessor (i) to
restore,  rebuild or replace the  affected  portion of the  Facility so that the
Facility will be able to operate at substantially the same level of operation as
prior to the  occurrence  of such event  within  twelve  (12)  months  after the
occurrence  of such  event  and (ii) to pay all  Rent  until  such  restoration,
rebuilding or replacement is completed.

     "Expense"  shall have the meaning  specified in Section  16.01 of the Lease
Agreement.

     "Facility" shall mean the Lessor's rights in and to the Plant, the Site and
the Equipment.

     "Fee  Mortgagee"  shall  have the  meaning  set forth in  Section  11.03(c)
hereof.

     "Fees, Taxes and Other Charges" shall have the meaning specified in Section
16.02 of this Lease Agreement.

     "GDP/IPD"  shall have the meaning  specified  in Section 3.05 of this Lease
Agreement.

     "Greenhouse  Expenses"  shall  mean the sum  (without  duplication)  of (a)
direct labor costs paid, (b) seed expense paid, (c) packaging  supplies  expense
paid,  (d)  fertilizer  and chemical  expenses  paid,  (e)  biological  control,
including  bees,  expense paid, (f) freight expense paid, (g) growing medium and
supplies  expense paid, (h) carbon dioxide expense paid, (i) utility  (including
hot water,  electricity and natural gas) expense paid, (j) recurring maintenance
expense  paid,   including  repairs  and  replacements   paid,  (k)  Management,
Marketing,  and Box  Handling  Fees paid,  (l) Basic Rent  paid,  (m)  insurance
premiums and property  taxes paid,  (n) principal and interest paid with respect
to the Line of Credit  Facility  Agreement  and (o) all other cash expenses paid
relating  to the  operation  of the  Facility,  to the extent  contained  in the
Budget; provided;

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<PAGE>

however,  that there shall be excluded from Greenhouse Expenses (a) all expenses
to be paid from the  Management  Fee, (b) all payments  with respect to federal,
state and local income taxes,  (c) payment of principal,  interest and fees with
respect all indebtedness of the Lessee for non capital  expenditures  other than
the Line of Credit Facility Agreement, (d) payment of principal, interest, lease
payments  and fees with  respect  to the  acquisition  by the  Lessee of capital
equipment,  except  to the  extent  consented  to in  advance  by the  Lessor in
writing, and (e) expenses paid by the Lessee pursuant to Section 16.01.

     "Greenhouse  Facility"  shall  mean the  approximately  20-acre  greenhouse
located on the Site.

     "Governmental Authority" shall mean any nation or government,  any state or
other  political  subdivision  thereof,  and any  entity  exercising  executive,
legislative,  judicial,  regulatory or administrative functions of or pertaining
to government,

     "Hazardous  Substances"  shall mean and include those elements or compounds
which  are  contained  in the lists of  hazardous  substances  or wastes  now or
hereafter  adopted by the United  States  Environmental  Protection  Agency (the
"EPA") or the lists of toxic pollutants  designated now or hereafter by Congress
or the EPA or which are defined as  hazardous,  toxic,  pollutant,  contaminant,
infectious or radioactive by CERCLA, by any Environmental Requirement, or by any
so called  federal,  state or local  "Superfund" or "Superlien"  laws, or by any
other Federal,  state or local statute, law, ordinance,  code, rule, regulation,
order or decree  regulating,  relating to, or imposing liability or standards of
conduct  concerning,  any  hazardous,  toxic or  dangerous  waste,  substance or
material,  as  now  or at any  time  hereafter  in  effect,  including,  without
limitation,  the Air Pollution Control Act, Va. Code Ann. ss. 10.1-1300 et seq.,
the Solid Waste  Management Act, Va. Code Ann. ss.  10.1-1400 et seq., the State
Water Control Law, Va. Code Ann. ss.  2.1-44.2 et seq., or any and all rules and
regulations  now or  hereafter  promulgated  under any or all of the  foregoing,
together with any other  substance  the use,  handling,  generation,  treatment,
storage, disposal,  treatment,  presence or Release of which could result in the
imposition  of  liability  under  any  of  the  aforementioned  laws,  statutes,
ordinances, codes, rules, regulations, orders or decrees.

     "Incorporated"  shall have the  meaning  specified  in Section  6.02 of the
Lease Agreement.

     "Indemnitee" shall mean the Lessor and the respective successors,  assigns,
officers, directors, employees and agents of any thereof

     "Inspecting  Parties" shall have the meaning  specified in Section 12.01 of
this Lease Agreement.

     "Lien" shall mean any lien, mortgage,  encumbrance,  pledge, charge, lease,
easement, servitude, right of others or security interest of any kind, including
any  thereof  arising  under  any  conditional  sale or  other  title  retention
agreement.

     "Management Agreement" shall mean the Management,  Operation,  Maintenance,
Marketing and Sales  Agreement to be entered into between the Lessee and APD, as
it may be amended,  supplemented  or otherwise  modified  with the prior written
consent  of the Lessor and in effect  from time to time,  pursuant  to which APD
will provide certain management, operation,

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<PAGE>

maintenance,  services  to the  Lessee,  which  Management  Agreement  shall  be
approved in advance by the Lessor in writing.

     "Management  Fee" shall mean the management fee paid to APD pursuant to the
Management Agreement for (a) all internal accounting services of the Lessee, (b)
salary and other benefits paid to the Lessee's grower and sales representatives,
(c) all Internal  management  services  performed by principals of the Lessee or
APD and  (d) a  direct  out-of-pocket  expenses  (including  travel  and  living
expenses) paid in connection with the  performance of the services  described in
clauses (a), (b) and (c).

     "Marketing  Agreement"  shall mean the Marketing and Sales  Agreement to be
entered  into between the Lessee and VF, as it may be amended,  supplemented  or
otherwise  modified with the prior  written  consent of the Lessor and in effect
from time to time, pursuant to which VF will provide certain marketing and sales
services to the Lessee,  which Marketing  Agreement shall be approved in advance
by the Lessor in writing.

     "Marketing  Fee" shall mean the  marketing  fee paid to VF  pursuant to the
Marketing Agreement for (a) all sales efforts related to identifying and calling
on actual and potential customers,  (b) marketing efforts related to identifying
the best methods to sell the product,  (c)  evaluating the credit quality of all
customers,  (d) accepting the risk of non  collection  from all  customers,  (e)
working  cooperatively  with the Lessee to ensure the highest net return for the
greenhouse products.

     "Metering Devices" shall mean all necessary meters and associated equipment
to be  utilized  in  measuring  the steam  output of the Power  Station  and for
measuring the condensate return to the Power Station.

     "Nonseverable"  shall  describe  (i) with  respect  to any  Alteration,  an
Alteration which is a "nonseverable  improvement"  within the meaning of Revenue
Procedure 79-48 and (ii) with respect to any part not constituting an Alteration
or part of an  Alteration,  a part  which  cannot be  readily  removed  from the
equipment without causing material damage to the Facility.

     "Officer's  Certificate."  means  a  certificate  signed  by a  Responsible
Officer of the party required to give such certificate.

     "Operating  Manual"  shall mean such  operating  manuals as are  ordinarily
maintained  by the Lessee  with  respect to the  Facility  and any such  manuals
provided by any manufacturer of any component of the Facility.

     "Lease Year" shall mean each period  commencing  on January I and ending on
December 31 during the term of this Lease Agreement.

     "Lease  Documents"  shall mean this Lease  Agreement and the Line of Credit
Facility Agreement.

     "Lessee"   shall  mean  Village   Farms  of  Colorado,   Inc.,  a  Delaware
corporation, and its permitted successors and permitted assigns.


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<PAGE>

     "Overdue Rate" shall mean an interest rate equal to the rate announced from
time to time by First  Union  National  Bank of North  Carolina  as its prime or
reference rate plus two percent (2%) per annum.

     "Lessor" shall mean Ripe Touch Greenhouses,  Inc., a Delaware  corporation,
and its successors and permitted assigns.

     "Parts" shall have the meaning specified in Section 6.02.

     "Permitted Liens" shall mean (a) the respective rights and interests of the
Lessor and the Lessee as  provided in the Lease  Documents,  (b) liens for taxes
either  not  yet  due or  being  contested  in  good  faith  and by  appropriate
proceedings,  so long as such  proceedings  shall not  involve any danger of the
sale,  forfeiture  or loss of any part of the  Facility,  title  thereto  or any
interest  therein and shall not  interfere  with the use or  disposition  of the
Facility  or the  payment  of  Rent,  (c)  materialmen's,  mechanics',  workers,
repairmen's, employees' or other similar Liens arising in the ordinary course of
business for amounts either not yet due or being  contested in good faith and by
appropriate proceedings so long as such proceedings shall not involve any danger
of the sale,  forfeiture or loss of any part of the  Facility,  title thereto or
any interest  therein and shall not interfere with the use or disposition of the
Facility  or the payment of Rent,  and (d) Liens  arising  out of  judgments  or
awards with respect to which at the time an appeal or  proceeding  for review is
being  prosecuted  in good  faith and either  which have been  bonded or for the
payment of which adequate reserves shall have been provided.

     "Person" shall mean individual,  corporation,  partnership,  joint venture,
association,   joint-stock  company,  trust,   unincorporated   organization  or
government or any agency or political subdivision thereof

     "Plans and Specifications"  shall mean the plans and specifications for the
Plant and the Equipment identified as such, as the same may be revised from time
to time in accordance with the terms of this Agreement.

     "Plant"  shall  mean  those  buildings  and other  properties  specifically
described in Part 2 of Schedule 1.01(a) to the Lease Agreement,  together at all
times with any and all Parts which may from time to time be  incorporated in the
Plant.

     "Power  Station" means the electric power  generation  facility  located in
Calhan, Colorado, which Lessor will construct and own.

     "Power Station Piping" shall mean the pump and piping system  necessary for
the return of water from the detention pond on the Site to the Power Station.

     "Product" shall mean tomatoes or any other agricultural product approved in
writing by the Lessor.

     "Release"  means  any  spilling,   leaking,  pumping,  pouring,   emitting,
emptying, discharging,  injecting, escaping, leaching, dumping or disposing into
the environment  (including  without limitation the abandonment or discarding of
barrels, containers or other closed or open receptacles containing any Hazardous
Substances or pollutant or contaminant).


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<PAGE>

     "Rent" shall mean Basic Rent and Supplemental Rent, collectively.

     "Responsible Officer" shall mean the Chairman or Vice Chairman of the Board
of Directors,  the Chairman or Vice  Chairman of the Executive  Committee of the
Board of Directors, the President, any Vice President (whether or not designated
by a number or a word or words added before or after the title "Vice President",
including any Assistant Vice President), the Secretary, any Assistant Secretary,
the  Treasurer,  any  Assistant  Treasurer  or any other  officer of any of them
customarily  performing functions similar to those performed by any of the above
designated officers.

     "Site" shall mean the land  described in Part 3 of Schedule  1.01(a) of the
Lease Agreement.

     "Steam  Equipment"  shall mean the heat exchange  systems,  cooling  tower,
thermal  storage  tank,  steam and  condensate  lines  and the  other  equipment
required  for the  conversion  of steam into a form  usable in the  heating  and
cooling of the  Greenhouse  Facility  and the lines  required to deliver the hot
water from such equipment to the Greenhouse Facility.

     "Steam  Interconnection  Facilities" shall mean the fines and other devices
necessary to  interconnect  the steam and condensate  lines of the Power Station
with the Steam Equipment.

     "Storm  Water  Piping"  shall  mean the pump and  piping  system  and other
equipment  necessary  for the return of storm water  runoff from the  Greenhouse
Facility to the detention pond on the Site.

     "Supplemental Rent" shall mean the rent payable pursuant to Section 3.02 of
this Agreement.

     "Supplemental  Basic Rent  Payment  Date"  shall mean the last date of each
January,  April,  July and  October  during the term of this  Agreement  and the
Termination Date commencing April 30, 1999

     "Term" shall mean (a) the period  commencing  on July 1, 1998 and ending on
December  3 1,  2008 or (b) such  shorter  period  as may  result  from  earlier
termination of this Lease Agreement as provided herein.

     "Termination Date" shall mean the last day of the Term.

     "Trust Property" has the meaning given in Section 1.1 of the Deed of Trust.

     "VF" shall mean Village Farms, Inc., a Delaware corporation.

     "Water  Charge"  shall have the meaning  specified  in Section 3.05 of this
Lease Agreement.

     Section 1.02. Construction of References. All references in this instrument
to designated  sections and other  subdivisions  are to designated  sections and
other subdivisions of this


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<PAGE>

instrument, and the words "herein",  "hereof' and "hereunder" and other words of
similar  import  refer  to  this  Lease  Agreement  as a  whole  and  not to any
particular section or other subdivision.

     Except as otherwise  indicated,  all the agreements or  instruments  herein
defined shall mean such  agreements or  instruments as the same may from time to
time be  supplemented  or amended or the terms thereof waived or modified to the
extent permitted by, and in accordance with, the terms thereof.

                                   ARTICLE II
                              OPERATION OF FACILITY

     As of the  later to occur  of (i)  January  1,  1999  and  (ii)  Notice  of
Substantial Completion (as defined in the General Contractor's Agreement) of the
Plant,  subject to all the terms and  conditions of this  Agreement,  the Lessor
shall provide and lease the Facility to the Lessee, and the Lessee shall operate
and lease,  and hereby as of the  Effective  Date does  operate  and lease,  the
Facility from the Lessor for the Term.

                                   ARTICLE III
                                RENT AND SERVICES

     Section 3.01. Basic Rent.  Subject to adjustment as provided below,  during
the Term, the Lessee shall pay Basic Rent to the Lessor in arrears on each Basic
Rent Payment Date for the Facility in an amount equal to the amount set forth on
Schedule  3.01 for such Basic Rent  Payment  Date (in the case of the last Basic
Rent  Payment Date if such date is other than a Basic Rent  Payment  Date,  such
Basic Rent shall be prorated based on the number of days during which the Lessee
leased the  Facility).  Basic Rent shall be  increased  in  accordance  with any
agreement  reached in connection  with the payment by the Lessor of the costs of
any Alterations in accordance with Section 6.06 hereof.

     Section  3.02.  Supplemental  Rent.  In addition to Basic Rent,  the Lessee
shall pay to the Lessor  Supplemental  Rent in an amount equal to the percentage
of Cash Flow set forth on Schedule 3.02 during the Term. Supplemental Rent shall
be payable for each  calendar  quarter on the  Supplemental  Rent  Payment  Date
immediately following the end of such calendar quarter.

     Section 3.03. Late Payment.  If any Rent or any other amount required to be
paid  hereunder  shall not be paid when due,  the Lessee shall pay to the Lessor
interest  (to the  extent  permitted  by law) on such  overdue  amount  from and
including  the due date  thereof to but  excluding  the date of payment  thereof
(unless such payment  shall be made after 11:00 A.M.,  local time, in which case
such date of payment  shall be included) at the Overdue  Rate. If any Rent shall
be paid on the date when due, but after I 1:00 A.M., local time, at the place of
payment, interest shall be payable as aforesaid for one day.

     Section 3.04. Net Lease;  Setoff,  Etc. This Lease Agreement is a net lease
and, notwithstanding any other provision of this Lease Agreement, it is intended
that Rent and all other amounts  payable by Lessee  hereunder to Lessor shall be
paid without  notice,  demand,  defense and without  abatement,  suspension,  or
deferment.  Lessor shall be responsible  for all property taxes  associated with
the real  property  and any  improvements  thereon.  In the event that Lessor is
unable as provided for in Section 3.05,  then Lessee shall have unable to supply
any or


                                       8

<PAGE>

all of the the right to setoff  against  any Base  Lease or  Supplemental  Lease
payments  all  amounts  disbursed  to provide  such  Utilities  to  operate  the
facility.

     Section 3.05. Utilities.  The Lessor agrees to provide to the Lessee during
the Term, all of the water, electricity, and heat requirements (collectively the
"Utilities") for the operation of the Facility at no cost to the Lessee.  In the
event that Lessor is unable to supply the  Utilities  for the  operation  of the
Facility  to the  Lessee,  then the  Lessee  shall  have the  right of setoff in
accordance with Section 3.04 herein.

     Section 3.06.  Services  Provided by Lessor.  At the request of the Lessee,
the Lessor  may,  at its  option,  provide,  at the  Lessee's  expense,  general
maintenance services.  The Lessor shall charge the Lessee an amount equal to its
actual cost in providing  such  services  and shall  invoice the Lessee for such
services monthly as incurred.  Such invoices shall be payable within thirty (30)
days of invoice.

                                   ARTICLE IV
                            DISCLAIMER OF WARRANTIES

     THE FACILITY IS BEING PROVIDED AND LEASED  PURSUANT TO THIS AGREEMENT ON AN
"AS-IS,  WHERE-IS"  BASIS.  THE  LESSOR HAS NOT MADE NOR SHALL BE DEEMED TO HAVE
MADE ANY REPRESENTATION OR WARRANTY, ENFRESS OR IMPLIED, AS TO THE TITLE, VALUE,
MERCHANTABILITY,  COMPLIANCE WITH SPECIFICATIONS,  CONDITION, DESIGN, OPERATION,
ABSENCE  OF LATENT  DEFECTS  OR  FITNESS  FOR USE OF THE  FACILITY  (OR ANY PART
THEREOF),  OR ANY  OTHER  REPRESENTATION  OR  WARRANTY  WHATSOEVER,  EXPRESS  OR
IMPLIED,  WITH RESPECT TO THE FACILITY (OR ANY PART THEREOF).  It is agreed that
except as expressly  provided herein all risks incident to the matters discussed
in the  preceding  sentence,  as between  the Lessor,  on the one hand,  and the
Lessee,  on the other,  are to be borne by the Lessee.  The  provisions  of this
Article IV have been negotiated,  and, except to the extent otherwise  expressly
stated in this Agreement, the foregoing provisions are intended to be a complete
exclusion  and  negation of any  representations  or  warranties  by the Lessor,
express or implied, with respect to the Facility, that may arise pursuant to any
law now or hereafter in effect, or otherwise.

                                    ARTICLE V
                              RESTRICTION ON LIENS

     The Lessee shall not directly or indirectly create, incur, assume or suffer
to exist any Lien on or with  respect  to the  Facility,  title  thereto  or any
interest therein,  except Permitted Liens, The Lessee shall promptly, at its own
expense,  take such action as may be necessary duly to discharge or eliminate or
bond in a manner  satisfactory  to the  Lessor  any such Lien if the same  shall
arise at any time.  The Lessee  further  agrees that it shall pay or cause to be
paid on or before the time or times  prescribed  by law (after  giving effect to
any applicable grace period) any taxes, assessments,  fees or charges imposed on
the Lessee (or any  affiliated or related group of which the Lessee is a member)
under the laws of any  jurisdiction  that,  if unpaid,  might result in any Lien
prohibited by this Lease Agreement.


                                       9

<PAGE>

                                   ARTICLE VI
                     OPERATION AND MAINTENANCE; ALTERATIONS,
                           MODIFICATIONS AND ADDITIONS

     Section 6.01.  Operation and Maintenance,  The Lessee,  at its own expense,
shall at all times  operate,  maintain,  service  and  repair  the  Facility  in
accordance  with  (a)  prudent  commercial  operating   maintenance   practices,
including  all   manufacturers'   warranty   requirements  to  the  extent  such
requirements  are made  known to the  Lessee,  (b) the  then  current  Operating
Manual, (c) except to the extent Section 6.11 hereof shall apply, all applicable
requirements  of law  and  of  any  court  and  of  any  Governmental  Authority
(including without limitation all zoning,  environmental protection,  pollution,
sanitary and safety laws, and all Environmental Requirements) noncompliance with
which would have a material  adverse effect on the Lessee's right to operate the
Facility,  the  Lessee's  business or  financial  condition or the rights of the
Lessor in the  Facility  or  would,  in the  opinion  of the  Lessor,  involve a
material  risk of any of the items  enumerated in Section 6.11 (i) through (iv),
and (d) all  requirements  contained  in permits  and  licenses  relating to the
Facility in effect from time to time during the Term. In  connection  therewith,
the Lessee shall (i) maintain the Facility in good operating condition, ordinary
wear and tear excepted, (ii) cause the Facility to continue to have the capacity
and  functional  ability to produce  Product on a  continuing  basis,  in normal
commercial operation,  in a commercially efficient manner, (iii) comply with the
standards  imposed by any insurance  policies in effect at any time with respect
to the Facility or any part thereof,  and (iv) bear the expense  associated with
changes in permitting requirements relating to the Facility during the Term.

     Section 6.02.  Repair and  Replacement.  Except after the  occurrence of an
Event of Loss,  and except as provided  below,  the Lessee,  at its own expense,
shall keep the Facility in good operating  condition  (reasonable  wear and tear
excepted),  and  shall  make  all  repairs,  replacements  and  renewals  of all
necessary   or  useful   appliances,   parts,   instruments,   accessories   and
miscellaneous property of whatever nature (collectively,  the "Parts") necessary
to  maintain  the  Facility in good  operating  condition.  The Lessee  shall be
responsible  for  making  (a)  all  structural  and  nonstructural  repairs  and
replacements  to the Facility up to fifteen  thousand  dollars  ($15,000) in the
aggregate  in each Lease Year and (b) all  repairs  and  replacements,  with the
exception of (i) the greenhouse  structure,  including the  ventilation  system;
(ii) the heating system, including pumps, boilers, expansion vessels and piping;
(iii) the curtain system;  (iv) the C02 system- (v) the irrigation  system;  and
(vi) the cold storage facility; provided that notwithstanding anything contained
herein to the  contrary,  the  Lessee  shall be  responsible  for all repair and
replacements  relating to normal wear and tear.  The Lessor shall be responsible
for making  all  necessary  structural  and  nonstructural  repairs in excess of
fifteen thousand dollars ($15,000) in the aggregate in any Lease Year other than
repairs and  replacements  of items  referred to in clause (b) above;  provided,
however,  that if such repairs or replacements are necessitated by the negligent
or willful acts of the Lessee, its employees,  agents or invitees, then the cost
of such repairs or  replacements  shall be borne by the Lessee.  In the ordinary
course of  maintenance,  service,  repair or testing,  the Lessee may remove any
Parts,  but the Lessee  shall  cause such Parts to be  replaced  as  promptly as
practicable.  All replacement  Parts shall be free and clear of all Liens except
Permitted  Liens and shall be in at least as good  operating  condition  as, and
shall have a value and utility at least equal to, the Parts  replaced,  assuming
such replaced  Parts were in the condition and repair  required to be maintained
by the terms hereof

                                       10

<PAGE>

     Section  6.03.  Alterations  Required  by Law.  The Lessor  shall make such
Alterations  to the  Facility as may be  required  from time to time to meet the
requirements of and be in conformity with all applicable requirements of law, of
any court and of any  Governmental  Authority  and the Lessee will  maintain the
same in proper operating  condition under such laws and requirements,  except to
the extent Section 6.11 hereof shall apply.

     Section  6.04.  Plans  and  Specifications,  Operating  Manual.  As soon as
practicable following the Effective Date, the Lessor shall provide to the Lessee
the Operating Manual and a set of Plans and  Specifications  (which shall in the
aggregate  reflect the  Facility as of the  Effective  Date).  The Lessee  shall
maintain  throughout  the  Term,  and keep on file at the  Facility,  a  current
Operating  Manual  and a set of Plans  and  Specifications  (which  shall in the
aggregate  reflect all Parts  incorporated  in the Facility and all  Alterations
made  pursuant  to this  Article  VI) with  respect  to the  Facility.  Upon any
expiration  of the Term or the  exercise  of remedies  pursuant to Article  XIII
hereof, the Lessee shall deliver to the Lessor a complete set, current as of the
date of such return or exercise of  remedies,  of such Plans and  Specifications
and all work drawings and similar documents with respect to the operation of the
Facility. The Plans and Specifications shall not be revised, amended or modified
in any  manner  which  would  adversely  affect  the  operating  capacity,  cost
efficiency, utility, reliability or value of the Facility.

     Section 6.05. Operational  Alterations.  In addition to the foregoing,  the
Lessee,  at its own expense  (subject to Section 6.06 hereof),  may from time to
time make such  Alterations  to the Facility as the Lessee may deem desirable in
the proper  conduct of its  business,  which  shall be approved by the Lessor in
advance, provided that such Alterations shall not adversely affect the operating
capacity, cost efficiency, utility, reliability or value of the Facility.

     Section 6.06. Lessor's Option to Pay Costs of Alterations.  If requested to
do so by the Lessee,  the Lessor may at its option pay for any Alteration  title
to which will vest or has vested in the Lessor  pursuant to Section 6.08 hereof,
subject to agreement as to adjustments in Basic Rent in accordance  with Section
3.01 hereof.

     Section  6.07.  Reports  of  Alterations.  On or  before  March  15 of each
calendar year commencing in 1999 and on the date on which the Term shall expire,
the Lessee  shall  furnish the Lessor  with a report  stating the total cost (as
determined in accordance  with the Lessees normal  accounting  practices) of all
Alterations  which are  Nonseverable  and which were not  financed  pursuant  to
Section 6.06 hereof and which are not described in clause (i) or (ii) of Section
4(4).03(c) of Revenue Procedure 75-21 as modified by Revenue Procedure 79-48 and
which were made during the period from the date of this Lease  Agreement  to the
end of the  preceding  calendar  year in the case of the  first  such  report or
during the period from the end of the period covered by the last previous report
to one month prior to such report in the case of subsequent  reports and briefly
describing  all such  Alterations.  Each such report shall be  accompanied by an
Officer's  Certificate  stating  that no  Alteration  has been made  that  would
adversely affect the operating capacity, cost efficiency,  utility,  reliability
or value of the Facility or the ability of the Lessee to perform its obligations
hereunder.

     Section 6.08. Title to Parts. Title to each Part (including any Alteration)
incorporated  in the Facility  pursuant to this Article VI shall without further
act vest in the Lessor and shall be


                                       11

<PAGE>

deemed  to  constitute  a part of the  Facility  and be  subject  to this  Lease
Agreement in the following cases:

          (a) such Part shall be in replacement of or in  substitution  for, and
     not in addition to, any Part  originally  incorporated  in the Equipment or
     any Part title to which  shall have  vested in the Lessor  pursuant to this
     Section 6.08-,

          (b) such Part shall be required  to be  incorporated  in the  Facility
     pursuant to the terms of Sections 6.02 and 6.03 hereof,

          (c) such Part shall be Nonseverable; or

          (d) such Part shall be paid for by the Lessor.

     If such Part or Parts are  incorporated  in the  Facility  pursuant to this
Article  VI and are not within any of the  categories  set forth in clauses  (a)
through  (d) above,  then title to such Part or Parts  shall vest in the Lessee,
subject to the rights of the Lessor provided in Section 6.09 hereof.

     All Parts  (other  than Parts the title to which is vested in the Lessee in
accordance  with the  preceding  sentence) at any time removed from the Facility
shall remain the property of the Lessor,  no matter  where  located,  until such
time as such Parts shall be replaced by Parts that have been incorporated in the
Facility  and that meet the  requirements  for  replacement  Parts  specified in
Section 6.02 hereof.  On or before March 15 of each calendar year  commencing in
1999 and on the date on which the Term shall  expire,  the Lessee shall  furnish
the  Lessor  with a report  which  provides  a  breakout  of the total  cost (as
determined in accordance with the Lessee's normal  accounting  practices) of all
Parts the title to which is vested in the Lessee  and all parts the title  which
is vested in the Lessor as provided in this Section 6.08 (other than those Parts
that were paid for by the Lessor) and which were  incorporated  in the  Facility
during date of this Lease Agreement to the end of the preceding calendar year in
the case of the  first  such  report or during  the  period  from the end of the
period covered by the last previous  report to one month prior to such report in
the case of subsequent  reports and briefly describing all such Parts. Each such
report shall be accompanied by an Officer's Certificate stating that no Part has
been  incorporated  in the Facility  that would  adversely  affect the operating
capacity, cost efficiency,  utility, reliability or value of the Facility or the
ability of the Lessee to perform its obligations hereunder. Immediately upon any
replacement  Part becoming  incorporated  in the Facility as provided in Section
6.02 hereof,  without further act, (a) title to the removed Part shall thereupon
vest in such Person as shall be designated by the Lessee,  free and clear of all
rights of the Lessor, (b) title to such replacement Part shall thereupon vest in
the Lessor and (c) such  replacement  Part  shall  become  subject to this Lease
Agreement and be deemed part of the Facility for all purposes hereof to the same
extent as the parts originally incorporated in the Facility.

     Section 6.09.  Removal of Parts. All Parts  incorporated in the Facility to
which the Lessee (or any other  Person  other than the Lessor)  shall have title
pursuant to the  provisions of Section 6.08 hereof may, (a) subject to any right
of the  Lessor  to use  such  Part as  provided  herein  and (b) so long as such
removal  shall be  permitted  by this  Agreement  and  shall  not  result in any
violation of any law or governmental regulation and (c) so long as no Default or
Event of Default shall have occurred and be  continuing,  be removed at any time
by the Lessee (or such other


                                       12

<PAGE>

Person) and shall be removed by the Lessee (or the Lessee shall cause such other
Person so to remove such  Parts)  prior to the  delivery of the  Facility to the
Lessor in accordance with the provisions of the Lease Agreement, other than upon
the  termination  of this Lease  Agreement  pursuant to Article XIV hereof,  and
title to such  Parts  shall at all times  remain in the  Lessee  (or such  other
Person).

     Section 6.10.  Parts Free and Clear of Liens. Any Part title to which shall
vest in the Lessor  pursuant to Section  6.08 hereof  shall be free and clear of
all Liens except Permitted Liens.

     Section 6.11. Permitted Contests.  If, to the extent and for so long as (a)
a test, challenge, appeal or proceeding for review of any applicable requirement
of law or of a Governmental  Authority  relating to the operation or maintenance
of the  Facility  shall  be  prosecuted  in  good  faith  by the  Lessee  or (b)
compliance  with such  requirement  shall  have been  excused or  exempted  by a
nonconforming use permit, waiver, extension or forbearance, the Lessee shall not
be required to comply with such  requirement  but only if such test,  challenge,
appeal,  proceeding  or  noncompliance  shall not, in the opinion of the Lessor,
involve a material  risk of (i)  foreclosure,  sale,  forfeiture  or loss of, or
imposition of any Lien other than a Permitted  Lien on, any part of the Facility
or of impairment  of the  operation of the Facility,  (H) extending the ultimate
imposition of such requirement  beyond the termination of the Term (unless there
shall have been furnished indemnification satisfactory to the Lessor), (iii) any
material  claim  against  the Lessor  (unless  there  shall have been  furnished
indemnification satisfactory to the Lessor) or (iv) the nonpayment of Rent.

     Section 6.12.  Operating Logs. The Lessee shall keep maintenance and repair
reports in sufficient detail to indicate the nature and date of major work done.
Such  reports  shall  be kept on file by the  Lessee  at its  offices  or at the
Facility for as long as they would be kept by a prudent  Lessor or Lessee of the
Facility  (but in no event  less than three (3) years  following  the end of the
Term), and shall be made available to the Lessor upon reasonable request.

     Section 6.13. Return of Facility.  Upon termination of this Agreement,  the
Lessee,  at its  own  expense,  shall  return  the  Facility  to the  Lessor  by
surrendering  the same into the  possession  of the Lessor free and clear of all
Liens and in the condition required by Section 6.01 hereof.

                                   ARTICLE VII
                                 IDENTIFICATION

     The Lessee shall maintain  throughout  the Term in a prominent  location at
each entrance to each of the buildings  comprising the Facility at least one (1)
plate or other clear and durable  marking stating "THE EQUIPMENT AND ALL RELATED
EQUIPMENT IN THIS FACILITY IS OWNED BY RIPE TOUCH GREENHOUSES, INC.," in letters
not less than  one-half  inch in height.  On the Closing  Date the Lessee  shall
certify that it has complied  with the  preceding  sentence.  Except as provided
herein or as  otherwise  directed by the Lessor,  the Lessee shall not allow the
name of any Person other than that of the Lessee to be placed on any Part of the
Facility as a designation  that might  reasonably be  interpreted  as a claim of
Lessorship or right to possession or use thereof.

                                  ARTICLE VIII


                                       13
<PAGE>

                                    INSURANCE

     Section 8.01. Coverage.

          (a) Subject to subsection 8.01(b), the Lessee shall maintain:

          (i) property  damage  insurance with respect to the Facility  insuring
     against  loss or damage in an amount  equal to the "full  insurable  value"
     (which as used herein shall mean the full replacement value,  including the
     costs of debris  removal,  which amount shall be determined  annually) from
     (x) fire and  normal  extended  coverage  perils  customarily  included  in
     policies available with respect to property  comparable to the Facility and
     (y)  flood,   earthquake  and  other  per-Hs  customarily   included  under
     Difference in Conditions policies so available;

          (ii) "boiler and  machinery"  insurance in an amount equal to the full
     insurable  value with  respect to damage (not insured  against  pursuant to
     subsection 8.01(a)(i) above) to the machinery,  plant,  equipment,  storage
     facilities  or  similar  apparatus  included  in the  Facility  from  risks
     normally insured against under boiler and machinery policies;

          (iii)  comprehensive  commercial general liability and property damage
     insurance (including,  but not limited to, coverage for any construction on
     or about the Premises)  covering the legal  liability of Lessee against all
     claims  for any  bodily  injury or death of  persons  and for  damage to or
     destruction  of property  occurring  on, in or about the  Premises  and the
     adjoining streets,  sidewalks and passageways and arising out of the use or
     occupation of the Premises by Lessee.  Coverages  provided by the foregoing
     insurance policy shall include (but not be limited to) all of the coverages
     commonly  referred to by the  insurance  industry  as:  Premises/Operations
     Liability; Products/Completed Operations Liability; Lessors and Contractors
     Protective Liability;  Blanket Contractual  Liability;  Broad Form Property
     Damage  Liability;  Personal  Injury,  Stop-Gap  or  Employers'  Contingent
     Liability;   Explosion,  Collapse  and  Underground  Liability;  Automobile
     Liability,  including  coverage for Owned,  Non-Owned,  Hired,  or Borrowed
     Vehicles and "Mobile  Equipment".  The foregoing  insurance  shall apply as
     primary  insurance,  irrespective  of any insurance  which Lessor or Master
     Landlord  may  carry  and  shall   include  a  "Cross   Liability"   clause
     (Severability of Interests).  The foregoing insurance shall have a combined
     single  limit of not less than  $5,000,000,  with  separate  aggregate  for
     product  and  general  liability,  which  policy  shall  be  written  on an
     occurrence basis;

          (iv) (x) workers'  compensation  insurance or occupational  disability
     benefits insurance (in at least the statutory amounts) and such other forms
     of insurance which the Lessee is required by law to maintain or cause to be
     maintained,  covering loss resulting from injury,  sickness,  disability or
     death of the employees of the Lessee and (y) employers' liability insurance
     in an amount not less than $500,000 single limit;

                                       14

<PAGE>

          (v)  comprehensive  automobile  liability  insurance against claims of
     personal  injury  (including  bodily injury and death) and property  damage
     covering all owned,  leased,  non-owned and hired vehicles with a $ 1, 000,
     000.  00  minimum  limit per  occurrence  for  combined  bodily  injury and
     property damage liability; and

          (vi) such other insurance with respect to the Facility in such amounts
     and  against  such  insurable  hazards  as is  usually  carried  by Persons
     operating  similar  properties in the same general region,  but any loss of
     the type  customarily  covered by the  policies  described  in  subsections
     8.01(a)(i), (ii) and (iii), whether actually covered in whole or in part by
     such policies, shall be the responsibility of the Lessee and the absence of
     such  coverage  shall not relieve  the Lessee  from any of its  obligations
     under any of the Lease Documents;

     provided,  however,  that the amount of  insurance  coverage  specified  in
subsections  8.01(a)(i) and (a)(ii) above with respect to the Facility shall not
in any event be less than the replacement cost of the Facility, as determined by
the Lessor, including agreed amount waiving coinsurance.

     All insurance  policies  carried in  accordance  with Section 8.01 shall be
maintained with Florists Mutual  Insurance  Company or any other insurers with a
Best rating of A minus or better and a Best size rating of IX or better  (except
for policies  underwritten  by Lloyds of London and approved  English  companies
acceptable  to the  Lessor)  approved  by the Lessor and not  disqualified  from
insuring risks in Colorado.

     Any insurance  policies  carried in accordance with this Section 8.01 shall
be subject to (i)  exclusions of the sort existing in the insurance  policies in
effect on the Closing Date and (ii) such  deductible  amounts and  retentions as
shall not exceed the following amounts specified with respect to such policies:

         (1)    Property Damage......................................$25,000;

         (2)    Boiler and Machinery.................................$25,000;

and

         (3)    Public Liability.....................................$25,000.

     Notwithstanding  anything to the  contrary in this  Article VIU, the Lessee
shall at all times ensure that.  the insurance it maintains  with respect to the
Facility is not less  extensive or inclusive in type or amount of coverage  than
that maintained by it in accordance with its standard corporate minimum practice
with respect to other similar facilities.

     (b) During the Term and unless the Lessor  gives the Lessee sixty (60) days
prior written notice,  the Lessor shall provide the insurance coverage specified
in subsection 8.01(a)(i) and 8.01(a)(ii) at the Lessor's cost.


                                       15
<PAGE>

     Section 8.02.  Policy  Provisions.  Any insurance policy  maintained by the
Lessee pursuant to Section 8.01 hereof shall:

          (a) specify Lessor,  affiliates, the Lessor and Lessor's affiliates as
     additional insured (the "Additional Insured"),  as its respective interests
     may appear;

          (b) specify Fee Mortgagee as mortgagee and loss payee;

          (c)  provide,  except in the case of public  liability  insurance  and
     workers'  compensation  insurance,  that  all loss or  occurrence  shall be
     adjusted with the Lessee and Lessor,  unless an Event of Default shall have
     occurred and be continuing,  in which case such loss or occurrence shall be
     adjusted  with the  Lessor,  and  payable  (x) in respect of  payments  not
     exceeding  $25,000,  provided  no Default  or Event of  Default  shall have
     occurred  or  be  continuing,   to  the  Lessee,   and  (y)  in  all  other
     circumstances, to the Lessor;

          (d)  include  effective  waivers  by the  insurer  of all  claims  for
     insurance  premiums or  commissions  or (if such  policies  provide for the
     payment thereof)  additional premiums or assessments against any Additional
     Insured;

          (e)  provide  that  in  respect  of the  interests  of the  Additional
     Insured,  such policies  shall not be invalidated by any action or inaction
     of the Lessee or any other Person and shall insure the  Additional  Insured
     regardless   of,  and  any   claims   for  the  losses   shall  be  payable
     notwithstanding:

          (i) the  occupation or use of the Facility for purposes more hazardous
     than permitted by the terms of the policy;

          (ii) any foreclosure or other proceeding or notice of sale relating to
     all or any portion of the Facility; or

          (iii) any change in the title to or  Lessorship  of all or any portion
     of the Facility.

          (f) provide that such  insurance  shall be primary  insurance and that
     the  insurers  under such  insurance  policies  shall be liable  under such
     policies  without right of contribution  from any other insurance  coverage
     effected  by or on  behalf  of  any  Additional  Insured  under  any  other
     insurance policies covering a loss that is also covered under the insurance
     policies  maintained by the Lessee  pursuant to this Article VIII and shall
     expressly provide that a provisions thereof, except the limits of liability
     (which shall be  applicable  to all insureds as a group) and  liability for
     premiums  (which shall be solely a liability of the Lessee),  shall operate
     in the same  manner  as if  there  were a  separate  policy  covering  each
     insured;

          (g) provide that any  cancellation  thereof or material adverse change
     therein shall not be effective as to each of the  Additional  Insured until
     at least  sixty  (60) days  after  receipt  by such  Additional  Insured of
     written notice thereof,


                                       16
<PAGE>

          (h)  waive  any  right of  subrogation  of the  insurers  against  the
     Additional  Insured,  and waive any right of the  insurers to any setoff or
     counterclaim or any other deduction, whether by attachment or otherwise, in
     respect of any liability of the Additional Insured; and

          (i) subject to Section 8.01 hereof, be reasonably  satisfactory to the
     Lessor, and Fee Mortgagee in all other material respects.

     Section 8.03.  Evidence of  Insurance.  The Lessee shall deliver to each of
the Additional Insured at least two (2) days before the Effective Date copies of
all policies of insurance  required hereby and, on the date this Lease Agreement
is executed and on each December 31 thereafter during the Term,  certificates of
insurance,  copies  of all  policies  of  insurance  evidencing  the  provisions
described  in  Section  8.02(a)  hereof  executed  by the  insurer  by its  duly
authorized  agent,  and a  certification  from the Lessee's  insurance  agent or
broker to the effect that all premiums required to have been paid have been paid
in full.

     Section  8.04.  No Duty of Lessor to Verify.  No  provision of this Article
VIII or any provision of any other Operative Document shall impose on the Lessor
any duty or  obligation  to verify the  existence  or adequacy of the  insurance
coverage  maintained  by the Lessor be  responsible  for any  representation  or
warranty  made  by or on  behalf  of the  Lessee  to any  insurance  company  or
underwriter.

                                   ARTICLE IX
                    LOSS, DESTRUCTION, CONDEMNATION OR DAMAGE

     Section 9.01.  Occurrence of Event of Loss. If an Event of Loss shall occur
the Lessee shall give the Lessor prompt  written  notice of such  occurrence and
the date thereof  Unless the Lessor  agrees in writing  within  thirty (30) days
after such occurrence to restore,  rebuild or replace the Facility in accordance
with the  provisions  contained in the  definition of "Event of Loss," then this
Agreement  shall  terminate   effective  on  the  thirtieth  day  following  the
occurrence  of the  Event of Loss.  Any  payments  (except  for  payments  under
insurance policies  maintained by the Lessee other than pursuant to Article VIII
hereof)  received  at  any  time  by  the  Lessor  or by  the  Lessee  from  any
Governmental Authority or other Person as a result of the occurrence of an Event
of Loss shall be retained  by the Lessor or  promptly  paid to the Lessor by the
Lessee; provided,  however, that so long as no Default or Event of Default shall
have  occurred  and be  continuing,  the  Lessee  may  retain  any  proceeds  of
requisition of use payments made by any Governmental  Authority and attributable
to the Facility for a period equal to the then current Term.

     Section 9.02. Repair of Loss or Destruction.

          (a) In the event of loss or  destruction  of all or a  portion  of the
     Facility which (x) does not constitute an Event of Loss or (y)  constitutes
     an Event of Loss but the Lessor  agrees to restore,  rebuild or replace the
     Facility,  then the Lessor shall give prompt notice  thereof to the Lessee,
     and the Lessor, at its own cost and expense, shall promptly repair, replace
     and rebuild the Facility, at least to the extent of the value and as nearly
     as practicable to the character of the Facility existing  immediately prior
     to such occurrence;


                                       17
<PAGE>

     provided,  however,  that the  Lessee  shall  pay the  difference,  if any,
     between the insurance  proceeds  received by the Lessor as a result of such
     loss or  destruction  and the costs and expenses  incurred by the Lessor in
     restoring,  rebuilding or replacing the Facility if the loss or destruction
     thereof  resulted from the  negligent,  willful,  reckless or wanton act or
     failure  to  act  of  the  Lessee,  its  employees,   agents,  invitees  or
     independent contractors.

          (b) Except as  provided  in Section  9.01,  this  Agreement  shall not
     terminate  or be  affected  in any manner by reason of the  destruction  or
     damage  in  whole  or in  part  of  the  Facility,  or  by  reason  of  the
     untenantability  of the Facility,  and the Rent reserved in this  Agreement
     and all other  charges  payable  hereunder  shall be paid by the  Lessee in
     accordance  with the terms,  covenants and  conditions  of this  Agreement,
     without abatement, diminution or reduction.

                                    ARTICLE X
                           INTEREST CONVEYED TO LESSEE

     This Lease  Agreement  is an  agreement of lease and does not convey to the
Lessee any right, title or interest in or to the Facility except as an Lessee.

                                   ARTICLE XI
                        ASSIGNMENT AND SUBLEASE, LOCATION

     Section 11.01.  Assignment  and Sublease.  The Lessor shall be permitted to
assign this Agreement and any and all of its right,  title or interest in, to or
under this Agreement, voluntarily or by operation of law, without the consent of
the Lessee.  The Lessee may not  sublease  the  Facility or any part  thereof or
assign any of its rights or interest hereunder without the prior written consent
of the Lessor;  provided,  however,  that any such sublease or assignment by the
Lessee to which the Lessor may, in its  discretion,  grant its consent (a) shall
not release the Lessee from any of its  obligations or liabilities of any nature
whatsoever  arising under this Agreement;  (b) shall be expressly subject to and
subordinate to this  Agreement;  (c) shall be  accompanied  by an  unconditional
guarantee  of the Lessee's  obligations  under the Lease  Agreement  issued by a
party having financial strength satisfactory to the Lessor; and (d) shall not be
permitted if a Default or Event of Default has occurred and is continuing.

     Section  11.02.  Location.  The Lessee  shall not  remove,  or permit to be
removed,  the Plant or  Equipment  or any part thereof from the Site without the
prior written consent of the Lessor,  except that the Lessee or any other Person
may remove any Part in accordance  with the provisions of Sections 6.02 and 6.09
hereof

     Section 11. 03. Mortgaging the Estate of Lessor.

          (a) Without limiting the generality of Section 11.01(a) hereof, Lessee
     acknowledges receipt of a copy of the Deed of Trust and agrees that, to the
     extent provided therein, any notice, demand or action which Lessor may give
     or take  hereunder  may be  given  or  taken by  Lender  or any  other  Fee
     Mortgagee  with the same  force and  effect as if given or taken by Lessor,
     and that this Lease  Agreement is and shall be  subordinate  to the Deed of
     Trust and to any other such pledge, conveyance,  deed of trust, assignment,
     mortgage or ground lease now existing or hereafter executed (herein, a "Fee

                                       18

<PAGE>

     Mortgage"),  with no further  instrument of subordination  being necessary,
     provided Fee Mortgagee may  subordinate the same to this Lease Agreement by
     executing and  recording a written  instrument  including  language to that
     effect.

          (b) Lessee  hereby agrees that within ten (10) days after request from
     Lessor,  or from any Fee Mortgagee,  Lessee shall execute a  subordination,
     non-disturbance and attornment agreement in a commercially  reasonable form
     subordinating this Lease Agreement to the interest of Fee Mortgagee.

          (c) The holder or beneficiary  of any Fee Mortgage is herein  referred
     to as a "Fee  Mortgagee".  The term "Fee  Mortgagee"  as used in this Lease
     Agreement shall also include the "Fee Mortgagee" as that term is defined in
     the Master Lease.

          (d) Without  limiting the effect of the  preceding  provisions of this
     Article  XI,  Lessee,  in the event of any  foreclosure  or deed in lieu of
     foreclosure or other final conveyance and transfer of Lessor's  interest as
     aforesaid, shall, upon request of the grantee thereof, recognize and attorn
     to the grantee thereof as "landlord" under this Lease Agreement.

                                   ARTICLE XII
                             INSPECTION AND REPORTS

     Section  12.01.  Condition  and  Operation.  The Lessor and its  authorized
representatives (the "Inspecting  Parties") may inspect, at its own expense, the
Facility.  After an Event of Default has occurred and is continuing,  Inspecting
Parties may also inspect, at their expense,  the books and records of the Lessee
relating to the Facility  and make copies and  abstracts  therefrom.  The Lessee
shall  furnish to the  Inspecting  Parties  statements  accurate in all material
respects  regarding the  condition  and state of repair of the Facility,  all at
such times and as often as may be reasonably  requested.  None of the Inspecting
Parties  shall  have any duty to make any such  inspection  or  inquiry.  To the
extent  permissible,  the Lessee shall prepare and file in timely  fashion,  or,
where the Lessor shall be required to file, the Lessee shall prepare and deliver
to the Lessor within a reasonable time prior to the date for filing, any reports
with  respect  to the  condition  or  operation  of the  Facility  that shall be
required to be filed with any Governmental Authority.

     Section 12.02.  Annual Insurance Report. On or before March 15 of each year
during the Term,  and within ten (10) days after any material  adverse change in
the information set forth in the certificates  provided pursuant to Section 8.03
hereof, the Lessee shall deliver to the Lessor a report of a Responsible Officer
of the  Lessee  setting  forth (a) a  complete  fist of all  insurance  policies
obtained  and  maintained  by the Lessee  pursuant to Article  VII,  (b) stating
whether such insurance policies comply with the requirements of Article VIII and
(c) stating whether all premiums then due thereon have been paid.

     Section 12.03. Financial Reports. During the Term, the Lessee shall provide
to the Lessor the following:

          (a) As soon as  available, and in any  event  within  thirty (30) days
     after  the  end of  each  month,  unaudited  financial  statements  for the
     Facility, including a balance sheet


                                       19

<PAGE>

     as at the end of such month and statements of income and retained  earnings
     and of cash flow for such month and for the period  from the  beginning  of
     the Lease Year. There shall be included with such financial  statements (i)
     a certificate of a Responsible  Officer stating in effect that, to the best
     of his knowledge and belief, such financial statements are true and correct
     and have been prepared in accordance  with  generally  accepted  accounting
     principles,   consistently  applied.  subject  to  changes  resulting  from
     year-end  adjustments  and  (ii) a  certificate  of a  Responsible  Officer
     setting forth in detail reasonably satisfactory to the Lessor a calculation
     of Cash Flow of the  Facility for such month and for the Lease Year through
     the end of such month.

          (b) In  addition,  as soon as  available  and in any event  within one
     hundred  twenty  (120)  days after the end of each  Lease  Year,  financial
     statements  for the  Facility,  including a balance  sheet as of the end of
     such Lease Year, and statements of income and retained earnings and of cash
     flow for such Lease Year,  prepared in accordance  with generally  accepted
     accounting  principles  consistently  applied and  accompanied by the audit
     opinion of a recognized firm of independent  certified  public  accountants
     acceptable  to the  Lessor.  There shall be  included  with such  financial
     statements a certificate of a Responsible  Officer  setting forth in detail
     reasonably  satisfactory  to the Lessor a  calculation  of Cash Flow of the
     Facility  for such Lease Year.  The Lessor shall have the right at any time
     to audit the  certificate  of Cash Flow required to be provided  hereunder.
     Such audit shall be performed by an independent certified public accounting
     firm  selected by the Lessor and shall be at the Lessor's  expense,  unless
     such audit results in the upward adjustment of Cash Flow for any Lease Year
     in an amount equal to two percent  (2%) or more of the Cash Flow  reflected
     on the certificate  provided to the Lessor by the Lessee, in which case the
     cost of such audit shall be paid by the Lessee and shall not be  considered
     Greenhouse  Expenses.  Any payments  required to be made as a result of any
     adjustment  to the Cash Flow shall be made  within ten (10)  Business  Days
     following receipt of the results of the audit.

          (c) The Lessor shall have the right to review the books and records of
     the Lessee  relating  to the  Facility  for the  purpose of  verifying  the
     accuracy of the financial statements and calculations of Cash Flow provided
     pursuant to Sections 12.03(a) and (b). and

          (d) On or before  January 31 of each year during the Term  (commencing
     on January 31, 1999), a certificate of a Responsible  Officer of the Lessee
     stating  that  such  Responsible  Officer  has made or  caused to be made a
     review of all  transactions  relating to the Facility and the financial and
     operating condition of the Lessee for the immediately  preceding Lease Year
     and that, based on such review, no Default or Event of Default has occurred
     during such year (or, if a Default or Event of Default shall have occurred,
     specifying  the  nature  thereof  and the  action  the  Lessee has taken or
     prepares to take with respect thereto).

     Section 12.04. Budget Approval. No later than the thirty (30) days prior to
the commencement of any Lease Year, the Lessee shall present to the Lessor,  its
budget for the Facility for the following  Lease Year,  prepared in satisfactory
detail.

                                       20

<PAGE>

     Section  12.05.  Liability.  The Lessee  shall,  promptly  after  obtaining
knowledge  thereof,  give prompt  written  notice to the Lessor of each accident
likely to result in material  damages or claims for material damages against the
Lessee or any other  Person with  respect to the  Facility in excess of $100,000
(if such  claims and  damages are  insured)  or $25,000  (if not  insured),  and
occurring in whole or in part (whenever asserted) during the Term and on request
shall  furnish  to the  Lessor  information  as to the time,  place  and  nature
thereof,  the names and addresses of the parties involved,  any Persons injured,
witnesses and Lessors of any property damaged and such other  information as may
be known to it, and shall  promptly upon request  furnish the Lessor with copies
of all correspondence,  papers, notices and documents whatsoever received by the
Lessee in connection therewith.

     Section 12.06. Liens. The Lessee shall promptly, and in no event later than
five (5) Business Days after it shall have obtained  knowledge of the attachment
of any Lien that it shall be obligated  to  discharge  or eliminate  pursuant to
Article V hereof,  notify the Lessor of the attachment of such Lien and the full
particulars thereof unless the same shall have been removed or discharged by the
Lessee.

                                  ARTICLE XIII
                                EVENTS OF DEFAULT

     The following events shall  constitute  Events of Default (whether any such
event  shall  be  voluntary  or  involuntary  or come  about or be  effected  by
operation of law or pursuant to or in compliance  with any  judgment,  decree or
order  of any  court  or any  order,  rule  or  regulation  of any  Governmental
Authority):

          (a) the Lessee  shall fail to make any payment of Rent within five (5)
     days after the same shall have become due; or

          (b) the  Lessee  shall fail to make any  payment  of any other  amount
     payable  hereunder  within ten (10) days after  notice of such failure from
     the Lessor; or

          (c) the  Lessee  shall  fail  to  perform  or  observe  any  covenant,
     condition or agreement to be performed or observed by it under Article VIII
     or Article XI hereof within five (5) days after notice of such failure from
     the Lessor; or

          (d) the  Lessee  shall  fail  to  perform  or  observe  any  covenant,
     condition  of  agreement  (not  included in clause (a),  (b) or (c) of this
     Article  XIII) to be  performed  or observed by it  hereunder  or under any
     other Operative  Document and such failure shall continue  unremedied for a
     period of thirty (30) days after written notice thereof from the Lessor; or

          (e) the  filing  by the  Lessee of any  petition  for  dissolution  or
     liquidation of the Lessee or the  commencement by the Lessee of a voluntary
     case under any applicable  bankruptcy,  insolvency or other similar law now
     or hereafter in effect,  or the Lessee shall have consented to the entry of
     an order  for  relief in an  involuntary  case  under any such law,  or the
     failure of the Lessee or  generally  to pay its debts as such debts  become
     due (within the meaning of the Bankruptcy  Reform Act of 1978, as amended),
     or the  failure  by  the  Lessee  promptly  to  satisfy  or  discharge  any
     execution, garnishment or attachment

                                       21

<PAGE>

     of such consequence as will impair its ability to carry out its obligations
     under this  Agreement,  or the  appointment  of or taking  possession  by a
     receiver,  custodian or trustee (or other similar  official) for the Lessee
     or any  substantial  part of its property,  or a general  assignment by the
     Lessee for the benefit of its creditors, or the entry by the Lessee into an
     agreement of composition with its creditors, or the Lessee shall have taken
     any corporate action in furtherance of any of the foregoing;  or the filing
     against the Lessee of an involuntary  petition in bankruptcy  which results
     in an order for relief being entered or,  notwithstanding that an order for
     relief  has  not  been  entered,  the  petition  is  not  dismissed  within
     forty-five  (45)  days of the date of the  filing of the  petition,  or the
     filing  under  any law  relating  to  bankruptcy,  insolvency  or relief of
     debtors of any petition against the Lessee for reorganization, composition,
     extension  or  arrangement  with  creditors  which  either (i) results in a
     finding  or  adjudication  of  insolvency  of the  Lessee  or  (fi)  is not
     dismissed  within  forty-five  (45) days of the date of the  filing of such
     petition; or

          (f) any  representation  or  warranty  by the Lessee in any  Operative
     Document or in any certificate or document delivered pursuant thereto shall
     have been materially false when made; or

          (g) the  occurrence  of an Event of  Default  under the Line of Credit
     Facility Agreement.

                                   ARTICLE XIV
                                   ENFORCEMENT

     Section 14.01. Remedies. Upon the occurrence of any Event of Default and at
any time thereafter so long as the same shall be continuing,  the Lessor may, at
its  option,  by notice to the Lessee,  declare  this Lease  Agreement  to be in
default,  and at any  time  thereafter  the  Lessor  may do one or  more  of the
following as the Lessor in its sole discretion shall determine:

          (a) the Lessor may, by notice to the Lessee, rescind or terminate this
     Lease Agreement;

          (b) the Lessor may (i) demand  that the Lessee,  and the Lessee  shall
     upon the written demand of the Lessor,  return the Facility promptly to the
     Lessor in the manner and condition required by, and otherwise in accordance
     with all of the  provisions  of,  Article VI hereof as if the Facility were
     being  returned at the end of the Term,  and the Lessor shall not be liable
     for the  reimbursement of the Lessee for any costs and expenses incurred by
     the  Lessee in  connection  therewith,  (ii)  enter  upon the Site and take
     immediate  possession  of (to the  exclusion of the Lessee) the Facility or
     remove the Plant or Equipment or both, by summary proceedings or otherwise,
     all  without  liability  to the  Lessee  for or by reason of such  entry or
     taking of  possession,  whether for the  restoration  of damage to property
     caused  by such  taking or  otherwise  and (iii)  offer  employment  to the
     Lessee's employees;

          (c) the  Lessor  may  sell all or any  part of the  Equipment  and its
     rights to the Plant and the Site at public or private  sale,  as the Lessor
     may determine, free and clear of


                                       22
<PAGE>

     any rights of the Lessee and without any duty to account to the Lessee with
     respect to such action or inaction or any proceeds with respect thereto;

          (d) the Lessor may lease to others all or any part of the  Facility as
     the  Lessor in its sole  discretion  may  determine,  free and clear of any
     rights of the Lessee  and  without  any duty to account to the Lessee  with
     respect to such action or for any  proceeds  with respect to such action or
     inaction,  except that the Lessee's  obligation to pay Rent with respect to
     the  Facility  for  periods  commencing  after the  Lessee  shall have been
     deprived of use of the  Facility  pursuant to this  paragraph  (d) shall be
     reduced by the net proceeds,  if any,  actually received by the Lessor from
     leasing  the  Facility  to any  Person  other  than the Lessee for the same
     periods or any portion thereof,

          (e) the Lessor may demand that the Lessee  assign to the Lessor (or to
     a third party  designated by the Lessor to operate the Facility) all of the
     Lessee's rights under any agreement or contract  entered into by the Lessee
     in  connection  with the  operation  of the  Facility,  including,  without
     limitation,  the  Management  Agreement,  and the Lessee shall  execute and
     deliver  to the  Lessor (or such third  party)  such  assignments  or other
     instruments as the Lessor may reasonably  request in connection  therewith;
     and

          (f) the  Lessor may  exercise  any other  right or remedy  that may be
     available to it under applicable law or proceed by appropriate court action
     to enforce the terms hereof or to recover damages for the breach hereof

     Section  14.02.  Survival  of Lessee's  Obligations.  Except as provided in
subsection  14.01(d) above, no termination of this Lease Agreement,  in whole or
in part,  or  repossession  of all or any portion of the Facility or exercise of
any remedy under  Section 14.01 hereof shall,  except as  specifically  provided
therein, relieve the Lessee of any of its liabilities and obligations hereunder.
In addition, the Lessee shall be liable, except as otherwise provided above, for
any and all unpaid Rent due  hereunder  before,  during or after the exercise of
any of the foregoing remedies,  including all reasonable legal fees and expenses
and other costs and expenses  incurred by the Lessor by reason of the occurrence
of any Event of Default or the  exercise of the Lessor's  remedies  with respect
thereto,  and including all costs and expenses  incurred in connection  with the
return of the Facility in the manner and condition required by, and otherwise in
accordance  with the  provisions  of, Article VI hereof as if such Facility were
being returned at the end of the Term.

     Section 14.03. Remedies Cumulative. To the extent permitted by, and subject
to the mandatory  requirements of,  applicable law, each and every right,  power
and remedy  herein  specifically  given to the Lessor or otherwise in this Lease
Agreement  shall be  cumulative  and shall be in addition to every other  right,
power and remedy herein  specifically given or now or hereafter existing at law,
in equity or by  statute,  and each and every  right,  power and remedy  whether
specifically  herein given or otherwise  existing may be exercised  from time to
time and as often and in such order as may be deemed  expedient  by the  Lessor,
and the  exercise or the  beginning of the exercise of any power or remedy shall
not be  construed  to be a waiver of the right to  exercise  at the same time or
thereafter any right, power or remedy. No delay or omission by the Lessor in the
exercise  of any right,  power or remedy or in the  pursuit of any remedy  shall
impair any such  right,  power or remedy or be  construed  to be a waiver of any
default on the part


                                       23
<PAGE>

of the Lessee or to be an acquiescence  therein. No express or implied waiver by
the Lessor of any Event of Default shall in any way be, or be construed to be, a
waiver of any future or subsequent Event of Default.

                                   ARTICLE XV
                           RIGHT TO PERFORM FOR LESSEE

     If the Lessee  shall fail to perform or comply  with any of its  agreements
contained herein, the Lessor may perform or comply with such agreement,  and the
amount of such payment and the amount of the expenses of the Lessor  incurred in
connection  with such  payment or the  performance  of or  compliance  with such
agreement,  as the case may be,  together with  interest  thereon at the Overdue
Rate, shall be payable by the Lessee upon demand.

                                   ARTICLE XVI
                                   INDEMNITIES

     Section 16.01. General Indemnity.

          (a)  Payment of Expenses by Lessee.  The Lessee  shall pay,  and shall
     indemnify and hold harmless each Indemnitee  from and against,  any and all
     liabilities,  obligations,  losses,  damages,  penalties,  claims, actions,
     suits,  costs,  expenses  and  disbursements,   including  legal  fees  and
     expenses,  of  whatsoever  kind and nature  (collectively,  "Expenses"  and
     individually,  an "Expense"),  imposed on, incurred by or asserted  against
     any Indemnitee (whether because of an action or omission by such Indemnitee
     or otherwise),  in any way relating to or arising out of the occupation and
     operation of the Facility by the Lessee and the  production and sale of the
     Product.

          (b) Exceptions.  The indemnities contained in Section 16.01 (a) hereof
     with regard to any  particular  Indemnitee  shall not extend to any Expense
     (i)  resulting  from the willful  misconduct  or gross  negligence  of such
     Indemnitee  (other than willful  misconduct or gross negligence  imputed to
     such  Indemnitee  solely by reason of its  interest in the  Facility),  (H)
     resulting  solely  from  the  breach  by  such  Indemnitee  of  any  of its
     representations,  warranties  or covenants  in any of the Lease  Documents,
     (iii) unless an Event of Default shall have occurred and be continuing  and
     Lessor shall be  exercising  remedies with respect  thereto,  to the extent
     such Expense shall relate to acts or events not  attributable to the Lessee
     that occur after the Term,  (iv) so long as no Event of Default  shall have
     occurred  and be  continuing,  to the  extent  attributable  solely  to the
     disposition or attempted disposition of the Facility or any interest in any
     thereof,  by or on behalf of any  Indemnitee,  other than a transfer of the
     Facility  pursuant  to  Article  XIV  hereof  or as  required  by any Lease
     Documents,  (v)  constituting  Fees,  Taxes or Other  Charges or (vi) which
     constitutes internal, overhead expenses of the Indemnitee.

          (c) Notice.  If any party  entitled to  indemnity  under this  Section
     16.01 or the Lessee shall have  received  written  notice of any  liability
     indemnified  against under this Section 16.01,  it shall give prompt notice
     thereof to the Lessee, or the party entitled to be indemnified, as the case
     may be, but the failure to give such notice shall not affect any obligation
     under this Section 16.01. In case any action, including any investigatory

                                       24

<PAGE>

     proceeding,  shall be brought  against,  or commenced  with respect to, any
     Indemnitee  in respect of which the Lessee is  required to  indemnify  such
     Indemnitee  pursuant to the  provisions of this Section  16.01,  the Lessee
     shall  have  the  right  to  assume  the  defense  thereof,  including  the
     employment of counsel  reasonably  satisfactory  to such Indemnitee and the
     payment of all expenses. In the event the Lessee assumes the defense of any
     such action, any Indemnitee shall have the right to employ separate counsel
     in such action and participate  therein,  but the fees and expenses of such
     counsel  shall  be at the  expense  of  such  Indemnitee,  unless  (i)  the
     employment of such counsel has been specifically  authorized by the Lessee,
     or (ii) the named parties to such action (including any impleaded  parties)
     include  both such  Indemnitee  and the Lessee and  representation  of such
     Indemnitee and the Lessee by the same counsel would be inappropriate  under
     applicable  standards  of  professional  conduct due to actual or potential
     conflicting  interests  between  them or (iii) the counsel  employed by the
     Lessee and satisfactory to such Indemnitee has advised such Indemnitee,  in
     writing,  that such counsel's  representation  of such Indemnitee  would be
     likely to involve such counsel in  representing  differing  interests which
     could  adversely  affect  either the judgment or loyalty of such counsel to
     such  Indemnitee,  whether it be a  conflicting,  inconsistent,  diverse or
     other interest (in which case the Lessee shall not have the right to assume
     the  defense  of such  action  on  behalf  of  such  Indemnitee;  it  being
     understood,  however, that the Lessee shall not, in connection with any one
     such action,  or separate but  substantially  similar or related actions in
     the same  jurisdiction  arising  out of the  same  general  allegations  or
     circumstances,  be liable for the reasonable fees and expenses of more than
     one separate firm of attorneys,  and of any local counsel  retained by such
     firm,  at any one  time for  each  such  Indemnitee,  which  firm  shall be
     designated in writing by such  Indemnitee).  The Lessee shall not be liable
     for any settlement of any such action effected without its consent,  but if
     settled  with the  consent of the  Lessee or if there be a final  judgment,
     beyond further review or appeal,  in any such action,  the Lessee agrees to
     indemnify  and hold  harmless any  Indemnitee  from and against any loss or
     liability by reason of such settlement or judgment.

          (d)  Payment.  The  Lessee  covenants  and  agrees to pay all  amounts
     required  to be paid under  this  Section  16.01 on demand by the  relevant
     Indemnitee.

     Section 16.02. Fees, Taxes and Other Charges.

          (a) Payment by Lessee.

          (i) The Lessee hereby agrees to pay and assume  liability  for, and on
     written demand to indemnify,  protect,  defend, save and hold harmless each
     Indemnitee from and against, any and all governmental or quasi-governmental
     fees (including without  limitation  license and registration  fees), taxes
     (including  without  limitation  gross  receipts,  franchise,  sales,  use,
     property, real or personal, tangible or intangible),  interest equalization
     and  stamp  taxes,   assessments,   levies,  imposts,  duties,  charges  or
     withholdings of any nature whatsoever, together with any and all penalties,
     fines or interest thereon ("Fees, Taxes and Other Charges") imposed against
     any  Indemnitee,  the Lessee or the Facility or any portion  thereof by any
     Federal, state or local governmental or taxing authority in the United

                                       25

<PAGE>

     States of America or by any foreign government or any subdivision or taxing
     authority thereof,  upon or with respect to the occupation and operation of
     the Facility by the Lessee and the production and sale of the Product.

          (ii)  Notwithstanding  anything to the contrary  set forth above,  the
     provisions of this Section 16.02 shall not apply to:

          (A) Fees,  Taxes and Other Charges on, or measured in whole or in part
     by (y)  the  net  income  or  gross  income  of an  Indemnitee  or (z)  the
     franchise,  capital, conduct of business, net worth or tax preference of an
     Indemnitee;

          (B) Fees,  Taxes and Other  Charges to the  extent  on,  levied on, or
     measured  by,  any  fees or  compensation  received  by an  Indemnitee  for
     services rendered in connection with this Agreement;

          (C) Fees,  Taxes or Other  Charges  which  result from any  Indemnitee
     engaged in activities not related to this Agreement;

          (D) so long as no Event of Default  has  occurred  and is  continuing,
     Fees,  Taxes or other Charges  imposed as a result of the  voluntary  sale,
     transfer,  assignment or other  disposition of any interest in the Facility
     by an  Indemnitee,  if such  disposition  shall  not be  pursuant  to or in
     connection with Article XIV hereof;

          (E) Fees,  Taxes or Other Charges  imposed  solely with respect to any
     period  after the end of the Term unless an Event of Default  has  occurred
     and is continuing and the Lessor shall be exercising  remedies with respect
     thereto;

          (F) Fees, Taxes or Other Charges imposed as the result of any transfer
     or disposition of any interest in the Facility by any Indemnitee  resulting
     from bankruptcy or other  proceedings for the relief of debtors  (voluntary
     or involuntary) in which the transferor is the debtor; or

          (G) Fees,  Taxes and Other Charges  imposed  solely as a result of the
     willful misconduct or gross negligence of the Indemnitee.

          (iii) In case any report or return is required to be made with respect
     to any obligations of the Lessee under this Section 16.02 or arising out of
     this  Section  16.02,  the Lessee  shall,  to the extent  permitted by law,
     either  make such  report or return in such  manner  (including  the making
     thereof in the Lessor's  name) as will show the Lessorship of the Equipment
     in the Lessor and send a copy of such  report or return to the  Lessor,  or
     shall notify the Lessor of such  requirement and make such report or return
     in such manner as shall be  reasonably  satisfactory  to the  Lessor.  Each
     Indemnitee  agrees that it will promptly  forward to the Lessee any notice,
     bill or any advice received by it concerning any such Fees, Taxes and Other
     Charges and will, at Lessee's expense, use its best efforts

                                       26

<PAGE>

     and take such lawful and reasonable  steps as may be proposed by the Lessee
     in writing to minimize any of the same for which the Lessee is  responsible
     under this Section 16.02.

          (iv) The amount  which the Lessee  shall be  required to pay to or for
     the account of any  Indemnitee  with  respect to any Fees,  Taxes and Other
     Charges which are subject to indemnification under this Section 16.02 shall
     be an amount  sufficient to restore the Indemnitee to the same position the
     Indemnitee  would have been in had such Fees,  Taxes and Other  Charges not
     been  incurred or imposed.  If the payment by the Lessee under this Section
     16.02 of an amount  equal to such Fees,  Taxes and Other  Charges  would be
     more or  less  than  the  amount  which  would  be  required  to make  such
     Indemnitee  whole  as a  result  of any  tax  effect  to an  Indemnitee  in
     connection  with  such  payment  of such  Fees,  Taxes  or  Other  Charges,
     including,  without  limitation (A) the inclusion of any payment to be made
     by the  Lessee  under  this  Section  16.02 in the  taxable  income  of any
     indemnitee  in one year and the  deduction  of the  Fees,  Taxes  and Other
     Charges with respect to which such payment is made from the taxable  income
     of such  Indemnitee in a different year, (B) the  nondeductibility  of such
     Fees, Taxes and Other Charges from the taxable income of such Indemnitee or
     (C) the  anticipated  realization by such Indemnitee in a different year of
     tax benefits resulting from the transaction giving rise to such Fees, Taxes
     and Other  Charges,  the amount of the  indemnity  to be paid by the Lessee
     shall be adjusted to an amount  which  (after  taking into  account all tax
     effects  on such  Indemnitee,  any  loss  of use of  money  resulting  from
     differences  in timing  between  the  inclusion  of such  indemnity  in the
     taxable income of such Indemnitee and the  anticipated  realization by such
     Indemnitee of tax benefits  resulting  from the  transaction  to which such
     indemnity is related and the present  value of any  anticipated  future tax
     benefits to be realized by such  Indemnitee  as a result of deducting  such
     Fees, Taxes and Other Charges or as a result of the transaction giving rise
     thereto) will be  sufficient  to place the  Indemnitee in the same position
     such Indemnitee  would have been in had such Fees,  Taxes and Other Charges
     not been imposed.  All  computations  for purposes hereof shall be based on
     tax rates in effect on the date payment  pursuant to this Section  16.02 is
     made.  Computations  involving the loss of use of money or  calculations of
     present value shall be based on the Overdue Rate as adjusted for applicable
     income tax effects and compounded  monthly on the Basic Rent Payment Dates.
     Each  Indemnitee  shall in good faith use reasonable  efforts in filing its
     tax returns and in dealing  with taxing  authorities  to seek and claim all
     tax benefits available with respect to items referred to herein.

          (b) Refunds.  If any Indemnitee shall obtain a refund or credit of all
     or any part of any Fees,  Taxes and Other Charges,  payment of or indemnity
     for which  shall  have been made by the  Lessee  pursuant  to this  Section
     16.02, such Indemnitee shall, unless a Default or an Event of Default shall
     have occurred and be continuing,  promptly pay to the Lessee (i) the amount
     of  such  refund  or  credit  (together  with  any  interest  paid  to such
     Indemnitee with respect to such refund or credit) plus (ii) an amount equal
     to all tax  benefits  realized  by such  Indemnitee  as the  result  of the
     payment of the  amounts  referred  to in clause  (i) above and this  clause
     (ii).

                                       27

<PAGE>

     Section 16.03.  Survival.  The obligations of the Lessee under this Article
XVI shall survive the  termination  of this Agreement and are expressly made for
the  benefit  of and  shall be  enforceable  by any  Indemnitee,  separately  or
together,  without declaring this Agreement to be in default and notwithstanding
any  assignment  by the  Lessor of this  Lease  Agreement  or any of its  rights
hereunder.  The extension of applicable statutes of limitations by an Indemnitee
or the Lessee shall not affect the survival of the Lessee's or any  Indemnitee's
obligations,  as the case may be, under this Article XVI. The obligations of the
Indemnitees shall survive the termination of this Lease Agreement.  All payments
required to be paid  pursuant to Article  XVI shall be made  directly  to, or as
otherwise requested by, the Indemnitee entitled thereof,  upon written demand by
such Indemnitee.  All such written demands shall specify the amounts payable and
the facts upon which the right to indemnification is based.

     Section 16.04.  Waiver. The Lessee hereby waives all tort claims and causes
of  action in tort it may have at any time  against  any  Indemnitee  in any way
relating to or arising from or alleged to relate to or arise from any  Operative
Document,  except with regard to circumstances  constituting an exception to the
Lessee's obligation to indemnity pursuant to Section 16.01(b) hereof

                                  ARTICLE XVIII
                     COVENANTS AND REPRESENTATIONS OF LESSEE

     Section 17.01. Operation of Facility. During the Term, the Lessee shall use
its best  efforts  to operate  the  Facility  (including  the  sowing,  growing,
harvesting and packaging of the Product) at its fullest  productive  capacity as
would  a  prudent  commercial  greenhouse  Lessee  under  the  same  or  similar
circumstances  and to market the Product with  substantially the same effort and
on the same terms as used for product produced at other  facilities  operated by
the Lessee or its  Affiliates.  The Lessee hereby agrees to give prompt  written
notice to the Lessor if at any time the Lessee  becomes  aware that the Facility
is not being  operated at its fullest  productive  capacity.  The Lessee further
agrees  that it will  not use the  Facility  for  any  purpose  other  than  the
production  of tomatoes or, with the Lessor's  consent,  any other  agricultural
product.

     Section 17.02. Affiliated Transactions.

          (a) In the event the Lessee uses the Facility to pack,  store,  grade,
     separate or distribute Product grown in greenhouses other than the Facility
     owned, leased, operated or managed by the Lessee, then the Lessee agrees to
     charge  such  greenhouses  a fee per pound  that is  satisfactory  to,  and
     approved  in advanced  by, the Lessor plus an amount  equal to at least the
     Lessee's cost for boxes and packing,  materials.  Without the prior written
     consent  of the  Lessor,  the  Lessee  shall not use the  Facility  for any
     product other than the Product.

          (b) In the event the Lessee purchases any equipment, supplies or other
     items  from  any  Affiliate,  such  purchases  shall  be on  terms  no less
     favorable than those available from unaffiliated parties.

                                       28

<PAGE>

          (c) The  Lessee  shall  provide  to the  Lessor on a monthly  basis in
     detail  satisfactory  to the  Lessor a list of all  Product  handled by the
     Facility  for  greenhouses  pursuant to  subsection  17.02(a) and all items
     purchased  from  Affiliates  and the  purchase  price  thereof  pursuant to
     subsection 17.02(b).

     Section 17.03.  Waiver of Operating or Efficiency  Standards.  Lessee shall
use its  reasonable  best efforts to assist Lessor in obtaining and  maintaining
all necessary  permits and approvals  for the  operation of the  greenhouse  and
shall fully  cooperate with Birchwood in the event  Birchwood  seeks a waiver of
the operating or efficiency  standards  for a  "Qualifying  Facility"  under the
Federal Power Act or the Federal Energy Regulatory Commission's regulations,  as
any of the foregoing may be now or hereafter amended.

     Section  17.04.  Representations  and  Warranties of Lessee.  Lessee hereby
warrants and represents to Lessor, Master Landlord, and each Fee Mortgagee that:

          (a) Lessee has not entered into any  contract or agreement  with other
     Persons   regarding  the  provision  of  thermal  supply  relating  to  the
     Greenhouse  Facility,  and Lessee will not,  without the consent of Lessor,
     enter into any  successor or  additional  contracts  for thermal  energy or
     steam supply to the Greenhouse Facility.

          (b) There is not pending or  threatened  against  Lessee or any of its
     Affiliates,  and Lessee knows of no facts or circumstances  that might give
     rise to, any civil, criminal or administrative action, suit, demand, claim,
     hearing, notice or demand letter, notice of violation,  environmental lien,
     investigation,   or  proceeding   relating  in  any  way  to  Environmental
     Requirements.

          (c) Neither this Lease Agreement nor any other  instrument,  document,
     agreement,   financial  statement,  financial  projections  or  certificate
     furnished  to Lessor or  Master  Landlord  by or on behalf of Lessee or any
     affiliate of Lessee in connection  herewith contains an untrue statement of
     a material fact or omits to state any material  fact  necessary to make the
     statements  therein,  in light of the  circumstances  under which they were
     made,  not  misleading  or omits to state any fact  which may in the future
     have a material  adverse  effect on the  financial  condition  or  business
     prospects of Lessee.

                                  ARTICLE XVIII
                                  MISCELLANEOUS

     Section  18.01.  Further  Assurances.  The  Lessee  shall  cause  the Lease
Documents and any amendments  and  supplements to any of them (together with any
other instruments,  financing statements,  continuation  statements,  records or
papers  necessary  in  connection  therewith)  to be recorded  and/or  filed and
rerecorded  and/or refiled in each jurisdiction as and to the extent required by
law in order to, and shall  take such other  actions as may from time to time be
necessary  to,  establish,  perfect and maintain the Lessor's  right,  title and
interest  in and to the  Facility,  not  subject to any Liens  except  Permitted
Liens.  The Lessee will promptly and duly execute and deliver to the Lessor such
documents  and  assurances  and take such further  action as the Lessor may from
time to time  reasonably  request  in order to carry  out more  effectively  the
intent and  purpose of the Lease  Documents  and to  establish  and  protect the
rights and remedies

                                       29

<PAGE>

created or intended to be created in favor of the Lessor, to establish,  perfect
and  maintain  the Lessor's  right,  title and interest in and to the  Facility,
including  without  limitation  if requested by the Lessor at the expense of the
Lessee, the recording or filing of counterparts or appropriate  memoranda of the
Lease Documents, or of such financing statements or other documents with respect
thereto as the Lessor may from time to time reasonably  request,  and the Lessor
agrees  promptly  to  execute  and  deliver  such  of  the  foregoing  financing
statements or other documents as may require execution by the Lessor.

     Section  18.02.  Quiet  Enjoyment.  The Lessor  covenants  that it will not
interfere in the Lessee's quiet enjoyment of the Facility  hereunder  during the
Term,  so long as (a) the Lessee is in  compliance  with each term and condition
hereof and (b) no Event of Default has occurred or is continuing.

     Section 18.03. Notices.  Unless otherwise specifically provided herein, all
notices,  consents,  directions,  approvals,  instructions,  requests  and other
communications  required  or  permitted  by the terms  hereof to be given to any
Person shall be in writing and any such notice shall become  effective three (3)
Business Days after being  deposited in the mails,  certified or registered with
appropriate  postage prepaid for first-class mail or, if delivered by hand or in
the form of a telex or  telegram,  when  received,  and shall be directed to the
Address of such Person.

Section  18.04.  Severability.  Any  provision of this  Agreement  that shall be
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof  and any  such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.  To the extent permitted
by  applicable  law, the Lessee  hereby waives any provision of law that renders
any provision hereof prohibited or unenforceable in any respect.

     Section  18.05.  Amendment.  Neither  this  Agreement  nor any of the terms
hereof may be terminated, amended, supplemented,  waived or modified orally, but
only  by an  instrument  in  writing  signed  by the  party  against  which  the
enforcement of the termination,  amendment,  supplement,  waiver or modification
shall be sought.

     Section 18.06.  Headings. The Table of Contents and headings of the various
Articles and Sections of this  Agreement are for  convenience  of reference only
and shall not modify, define or limit any of the terms or provisions hereof

     Section 18.07. Counterparts.  This Agreement may be executed by the parties
hereto in separate  counterparts,  each of which when so executed and  delivered
shall be an original,  but all such counterparts  shall together  constitute but
one and the same instrument.

     Section  18.08.  Governing  Law. This  Agreement has been delivered in, and
shall in all respects be governed by, and construed in accordance with, the laws
of  the  Commonwealth  of  Virginia  applicable  to  agreements  made  and to be
performed  entirely  within such State,  including all matters of  construction,
validity and performance.

     Section 18.9. Binding Effect,  Successors and Assigns,  Survival. The terms
and  provisions of this  Agreement,  and the respective  rights and  obligations
hereunder of the Lessor

                                       30

<PAGE>

and the Lessee,  shall be binding upon their  respective  successors and assigns
(including,  in the  case of the  Lessor,  any  Person  to whom the  Lessor  may
transfer all or any portions of the Facility), and inure to the benefit of their
respective permitted successors and assigns. The obligations of the Lessee under
this Agreement shall survive the termination of this Agreement.

     Section  18.10.  Divisible  Lease  Agreement.  It is the  intention  of the
parties hereto that this Agreement  shall  constitute the lease of both personal
property and real property and, to such extent, shall be deemed divisible. It is
the intention  and  understanding  of the parties  hereto that all the Equipment
constitutes  personal  property  and all the  Site  and  Plant  constitute  real
property  for all  purposes  of this  Lease  Agreement  and the other  documents
referred to herein and for all purposes of bankruptcy laws of the United States;
provided, however that nothing herein shall affect the rights and obligations of
Lessor or Lessee under Section 18.01 hereof, it being understood that no filing,
refiling, recording, re-recording, registration or re-registration in any office
for the filing,  recording or  registration  of interests in real property shall
constitute  or be deemed to  constitute  evidence or an  admission  by Lessor or
Lessee that the Equipment is real property.

     Section 18.1 1.  Effectiveness.  This Agreement shall become effective upon
the date (the "Effective Date") the last of the following events occurs:

          (a) the Closing Date;

          (b) the receipt of any necessary consent of the Lessor's lenders under
     the Lessor's financing documents; and

          (c) upon Notice of  Substantial  Completion (as defined in the General
     Contractor's Agreement) of the Plant

     IN WITNESS  WHEREOF,  the undersigned have each caused this Lease Agreement
to be duly  executed  and  delivered  and their  corporate  seals to be hereunto
affixed and attested by their respective  officers  thereunto duly authorized as
of the day and year first above written.


Attest:                                          RIPE TOUCH GREENHOUSES, INC..


                                              By:
--------------------------------                 -----------------------------
                     , Secretary                 Name:
                                                 Title:
[Corporate Seal]


Attest:                                          VILLAGE FARMS OF COLORADO, INC.


                                              By:
--------------------------------                 -----------------------------
J. Kevin Cobb, Secretary                         Name:  Albert W. Vanzeyst
                                                 Title: President
[Corporate Seal]


                                       31

<PAGE>


                                                                SCHEDULE 1.01(a)
                                                              TO LEASE AGREEMENT


                             Description of Facility

PART 1: Description of Equipment

        The Equipment described on Annex A hereto.

PART 2: Description of Plant

        The greenhouse  plant including  fixtures  containing  approximately  38
        acres and the headhouse  building  located on the Site described in Part
        3.

PART 3: Description of Site

        The property described on Annex B hereto.



<PAGE>


                                                                   SCHEDULE 3.01

                                                              TO LEASE AGREEMENT


INTENTIONALLY LEFT BLANK



<PAGE>


                                                                   SCHEDULE 3.02

                                                              TO LEASE AGREEMENT


                          SCHEDULE OF SUPPLEMENTAL RENT

Supplemental Rent shall be payable to the Lessor on each Supplemental Basic Rent
Payment Date in an amount equal to the percentage (Supplemental Rent Percentage)
of cash flow for the calendar  quarter  preceding  the  Supplemental  Basic Rent
Payment Date. The Supplemental Rent Percentage is defined as follows:

o    Supplemental Rent Percentage shall equal  [information  omitted and subject
     to request for confidential treatment].

     Notwithstanding  anything  contrary herein or in the Lease  Agreement,  the
     Supplemental  Rent will be determined after paying all Greenhouse  Expenses
     including  but not  limited  to  Management  and  Marketing  Fees and Lease
     Payments to the Lessor.