EXHIBIT 10.102


               VILLAGE FARMS OF PRESIDIO, L.P. GREENHOUSE PROJECT

                                  MARFA, TEXAS

                            COMMERCIAL PACKING HOUSE

                        DESIGN AND CONSTRUCTION CONTRACT

                                     between

                          AGRO POWER DEVELOPMENT, INC.

                                       and

                                NC STURGEON, INC.

                                  JULY 10 ,1998



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                                TABLE OF CONTENTS

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

         1.1      Services To Be Performed                                                                1
         1.2      Extent of Agreement.                                                                    1
         1.3      Conflicting Provisions                                                                  2
         1.4      Entire Agreement                                                                        2
         1.5      Project Financing Agreements                                                            2

ARTICLE 2.  CONTRACTOR'S RESPONSIBILITIES

         2.1      Contractor's Services in General                                                        2
         2.2      Summary of Contractor's Responsibilities                                                3
         2.2.1    Familiarity with Conditions                                                             3
         2.2.2    Design and Engineering                                                                  3
         2.2.3    Procurement                                                                             3
         2.2.4    Construction                                                                            3
         2.2.5    Consumables and Parts During Project Start-up                                           4
         2.2.6    Training of Operators                                                                   4
         2.2.7    Achieve Final Completion with All Due Diligence.                                        4
         2.3      Particular Undertakings of the Contractor                                               4
         2.3.1    Safety Precautions                                                                      4
         2.3.2    Compliance with Governmental Approvals, Laws and Private Rights-of-Way
                  Requirements                                                                            5
         2.3.3    Duties                                                                                  5
         2.3.4    Schedules                                                                               5
         2.3.5    Protection of Property                                                                  5
         2.3.6    Ingress and Egress                                                                      5
         2.3.7    No Alcohol or Controlled Substances on Site                                             6
         2.3.8    Miscellaneous Regulations                                                               6
         2.3.9    Access to Project Site                                                                  6
         2.3.10   Site Logistics Plan                                                                     6
         2.3.11   Functional and Design Verification Test Procedures                                      6
         2.4      Submission of Reports                                                                   7
         2.5      Obtaining Governmental Approvals and Private Rights-of-Way                              7
         2.6      Clean-up Responsibility                                                                 7
         2.7      Patents, Copyrights and Royalties                                                       8
         2.8      Further Assurances                                                                      8
         2.9      Interfaces                                                                              8

ARTICLE 3.  GENERAL CONTRACTOR'S RESPONSIBILITIES

         3.1  Documents and Surveys                                                                       9
         3.2  Rights-of-Way                                                                               9
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<S>      <C>                                                                                            <C>
         3.3      Required Approvals                                                                      9
         3.4      Operations and Maintenance Personnel                                                    9
         3.5      Hazardous Wastes                                                                        9
         3.6       Notice of Defect                                                                       9
         3.7      No Alcohol or Controlled Substances on Site; Miscellaneous Regulations                 10
         3.8      Interfaces                                                                             10
         3.9      Utilities and Consumables During Project Start-Up                                      10
         3.10     Utilities During Construction                                                          10

ARTICLE 4.  SUBCONTRACTS

         4.1      Major Specialty Consultants, Subcontractors and Equipment Suppliers                    10
         4.2      Purchase Orders and Subcontracts                                                       11
         4.3      Payments to Subcontractors                                                             11
         4.4      No Privity with Subcontractors                                                         11

ARTICLE 5.  CONTRACT PRICE

         5.1      Contract Price                                                                         11
         5.2      Limitation of General Contractor's Liability                                           11

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

         6.1      Commencement of Work                                                                   12
         6.2      Project Start-up                                                                       12
         6.3      Substantial Completion                                                                 12
         6.4      Notice of Substantial Completion                                                       12
         6.5      Certificate of Substantial Completion                                                  12
         6.6      Acceptance of Project Upon Failure to Achieve Substantial Completion
                  Prior to Substantial Completion Deadline.                                              13
         6.7      Acceptance of Project Upon Failure to Achieve Substantial Completion
                  Prior to the Contract Deadline.                                                        13
         6.8      Final Completion                                                                       13
         6.9      Notice of Final Completion                                                             13
         6.10     Certificate of Final Completion                                                        14

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

         7.1      General Contractor's Right                                                             14
         7.2      Project Revenues                                                                       14
         7.3      Care, Custody and Control                                                              14

ARTICLE 8.        LIQUIDATED DAMAGES FOR FAILURE TO MEET
                  SCHEDULE GUARANTEES
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                                       ii

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<TABLE>
<S>      <C>                                                                                             <C>
         8.1      Schedule Guarantees                                                                    15
         8.1.1    Substantial Completion                                                                 15
         8.2      Liquidated Damages for Failure to Achieve Substantial Completion                       15
         8.3      Liquidated Damages Reasonable                                                          15
         8.4      Time for Payment                                                                       15

ARTICLE 9.        LIMITATION OF CONTRACTOR'S LIABILITY

         9.1      Limitation                                                                             16
         9.2      Consequential Damages                                                                  16

ARTICLE 10.  WARRANTIES AND GUARANTEES

         10.1     Materials and Workmanship                                                              16
         10.2     Subcontractor Warranties                                                               17
         10.3     Engineering and Design                                                                 17
         10.4     No Liens                                                                               17
         10.5     Limitation of Warranties                                                               17

ARTICLE 11.  FORCE MAJEURE

         11.1     Force Majeure Events                                                                   18
         11.2     Limitation of Default                                                                  18
         11.3     Excused Performance                                                                    18
         11.4     Right to Terminate for Force Majeure                                                   19

ARTICLE 12.  CHANGES IN THE PROJECT AND SUSPENSION

         12.1     Changes                                                                                19
         12.1.1   Procedure for Changes                                                                  19
         12.1.2   Change Orders                                                                          20
         12.1.3   No Changes Due to Contractor Error                                                     20
         12.2     Other Changes                                                                          20
         12.2.1   Changes in Laws, Approvals or Rights-of-Way                                            20
         12.2.2   Changes Due to Delays in Interfaces or Force Majeure Events                            20
         12.3     Modifications                                                                          21
         12.4     Contract Price Change                                                                  21
         12.5     Continued Performance Pending Resolution of Disputes                                   21
         12.6     Suspension                                                                             21
         12.7     Suspension Process                                                                     22
         12.8     Resumption of Work                                                                     22
         12.9     Contract Changes Due to Suspension                                                     22
         12.10    Termination Due to Suspension                                                          22

ARTICLE 13.  PAYMENTS TO CONTRACTOR
         13.1     Monthly Progress Payments                                                              23
         13.2     Waiver and Release of Liens                                                            24
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<S>      <C>                                                                                             <C>
         13.3     Payment Upon Completion                                                                24
         13.4     Payment or Use Not Acceptance                                                          24
         13.5     Waiver by General Contractor                                                           24
         13.6     Waiver by Contractor                                                                   25

ARTICLE 14.  INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION

         14.1     Indemnity                                                                              25
         14.2     Contractor's Insurance                                                                 26
         14.3     Property Insurance Loss Adjustment                                                     27
         14.4     Waiver of Subrogation                                                                  27
         14.5     Subcontractor Insurance                                                                27
         14.6     General Contractor's Insurance                                                         28
         14.7     No Effect on Liability                                                                 28

ARTICLE 15.  TERMINATION

         15.1     Termination By General Contractor for Cause                                            28
         15.2     Termination Upon Bankruptcy                                                            29
         15.3     Termination By General Contractor Without Cause                                        30
         15.4     Termination Due to Suspension                                                          30
         15.5     Termination Due to Event of Force Majeure                                              31

ARTICLE 16.  ASSIGNMENTS AND CHOICE OF LAW

         16.1     No Assignment by Contractor                                                            31
         16.2     Assignment by General Contractor                                                       31
         16.3     Extension to Successors and Assigns                                                    32
         16.4     Choice of Law                                                                          32

ARTICLE 17.  DRAWINGS, DOCUMENTS AND MATERIALS

         17.1     General Contractor's Review                                                            32
         17.1.1   Submittal of Documents                                                                 32
         17.1.2   Return of Plans and Drawings                                                           33
         17.2     Contractor's Duty                                                                      33
         17.3     Final Documents and All Other Documents Furnished                                      33
         17.4     Ownership of Drawings and Documents                                                    33
         17.4.1   Property of General Contractor                                                         33
         17.4.2   Reuse of Documents by General Contractor                                               34
         17.5     Ownership of Materials                                                                 34

ARTICLE 18.  MISCELLANEOUS PROVISIONS

         18.1     Confidential Information                                                               34
         18.2     Uses of Premises                                                                       35
         18.3     Independent Contractor                                                                 35
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<TABLE>
<S>      <C>                                                                                             <C>
         18.4     Contractor's Obligations                                                               35
         18.5     New Developments                                                                       35
         18.6     Representations                                                                        35
         18.7     Rights Reserved by the General Contractor                                              35
         18.8     Cumulative Remedies                                                                    36
         18.9     Non-Waiver Clause                                                                      36
         18.10    Severability                                                                           37
         18.11    Amendments                                                                             37
         18.12    Article and Section Headings                                                           37
         18.13    Notices                                                                                37
         18.14    English as Official Language                                                           38
         18.15    Original and Counterparts                                                              38
</TABLE>


                                       v

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                            APPENDICES AND SCHEDULES


         APPENDIX                            TITLE
         --------                            -----

         A                                   Definitions

         B                                   Project Site Documents

         C                                   Governmental Approvals and Private
                                             Rights-of-Way

         Attachment I                        Specified Permit Applications

         D                                   Form of Progress Report

         E                                   Boundaries of Interfaces

         F                                   Key Personnel of Contractor

         G                                   Major Specialty Consultants,
                                             Subcontractors and Suppliers

         H                                   Major Milestone Schedule

         I                                   Form of Application for Payment

         J                                   Form of Waiver and Release of Lien
                                             Rights

         K                                   Form of Consent to Assignment

         L                                   Documentation Requirements and List
                                             of Documents to be Furnished by the
                                             Contractor

         M                                   Initial Network Schedule

         SCHEDULE I                          Project Description

         SCHEDULE II                         Scope of Work

         SCHEDULE III                        Technical Requirements


                                       vi


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               VILLAGE FARMS OF PRESIDIO, L.P. GREENHOUSE PROJECT
                            COMMERCIAL PACKING HOUSE
                        DESIGN AND CONSTRUCTION CONTRACT


     This VILLAGE  FARMS OF PRESIDIO,  L.P.  PROJECT  COMMERCIAL  PACKING  HOUSE
DESIGN AND CONSTRUCTION CONTRACT dated as of July 10, 1998 (this "Agreement") is
made by and between AGRO POWER  DEVELOPMENT,  INC., a NEW YORK  corporation with
offices  at 10  Alvin  Court,  E.  Brunswick  New  Jersey  08816  (the  "General
Contractor"),  and NC Sturgeon  Inc., a Texas  corporation  with offices at 2800
Windecker, Midland, Texas 79711 (the "Contractor").

                                    RECITALS

     A. The  General  Contractor  intends  to build  and  operate  a  commercial
Greenhouse  facility in the County of  Presidio  ,Texas  (the  "Facility").  The
Facility will be fueled by natural gas and LPG.

     B. The parties have negotiated and agreed upon the final terms, conditions,
specifications  and prices for the engineering,  procurement and construction of
the Packing House

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

ARTICLE 1.  THE PROJECT; EXTENT OF AGREEMENT

     1.1 Services To Be Performed.

The Contractor  agrees to perform or cause to be performed all work and services
in connection with the engineering and construction, with respect to the Packing
House, all in strict  accordance with, and for the Contract Price stated in this
Agreement.  The Packing House, together with all equipment,  labor, services and
materials to be furnished  hereunder,  is defined as the  "Project.' The Project
will be  constructed on a 153-acre  parcel of property  located in the County of
Presidio, as is more fully described in Appendix B (the "Project Site").

     1.2 Extent of Agreement.

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

     (a) Marfa Texas Project  Commercial  Packing House Design And  Construction
Contract,  including  Appendices  A-N (as the same may be amended by Changes and
Modifications); and

     (b) Scope of Work attached  hereto as Schedule I and II (as the same may be
amended by


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Changes and Modifications, the "Scope of Work").

     (c) Drawing A-2, d.d. 3/17/98, by Contractor

Appendices A through M and Schedule I, II and III are  incorporated by reference
herein and deemed to be a part of this Agreement.  For convenience of references
a list of defined terms used in this Agreement is attached as Appendix A.

     1.3 Conflicting Provisions.

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

     1.4 Entire Agreement.

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

     1.5 Project Financing Agreements.

The Project Lender, Loan Documents and Project Engineer shall be as follows:

     (a)  The  Project  Lender  shall be  Village  Farms  International  Finance
          Association

     (b)  The Loan  Documents  shall  include the Credit  Agreement  between the
          Project Lender and the Owner (collectively,  the "Loan Parties"),  the
          Collateral  Agency Agreement among CoBank ACB as Collateral Agent, the
          General   Contractor  and  certain  other  parties,   and  such  other
          agreements  and  documents as the Loan Parties may agree are necessary
          or desirable to evidence the bond and debt financing  facility for the
          Project.



ARTICLE 2  CONTRACTOR'S RESPONSIBILITIES

     2.1 Contractor's Services in General.

The  Contractor  shall  perform  or cause  to be  performed,  and be  ultimately
responsible for, all engineering,  procurement and construction  services, , all
materials and equipment,  all machinery,  tools, labor,  transportation,  as set
forth herein and, except for the services and information specifically set forth
in Article 3 to be provided by the General  Contractor,  all other  services and
items required to complete the Project in strict  accordance with this Agreement
(the "Work"). All construction  services of the Contractor shall be performed in
accordance with the Scope of



                                       2
<PAGE>


Work. The General  Contractor shall have the right, in accordance  herewith,  to
review and approve any other engineering,  procurement and construction services
necessary  as a result of Changes and  Modifications  to complete the Project in
accordance with this Agreement.  The General  Contractor and its designees shall
have the right, but not the obligation,  to review the Contractor's  performance
to determine whether such performance complies with this Agreement.  The General
Contractor's  failure to review the Contractor's  performance shall not diminish
any rights the General Contractor may have in respect of any deficiencies in the
Contractor's  performance  hereunder.  Any  engineering  or  other  professional
service to be performed  pursuant to this  Agreement  which must be performed by
licensed  personnel shall be performed by licensed personnel as required by Law.
The  enumeration  of specific  duties and  obligations  to be  performed  by the
Contractor  under the Contract  Documents shall not be construed to limit in any
way the general undertakings of the Contractor as set forth herein.

     2.2 Summary of Contractor's Responsibilities.

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

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

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

     2.2.4  Construction.  The Contractor  shall construct the Packing House and


                                       3
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provide  all  labor,   equipment,   materials,   supplies  and  tools  for  such
performance. The Contractor shall cause the Work to receive constant supervision
by a competent site manager (the "Site Manager") or a competent assistant to the
Site  Manager,  one of whom  shall be on the  Project  Site at all times  during
performance of  construction  activities and whom the General  Contractor  shall
approve or disapprove,  which approval shall not be unreasonably  withheld.  The
Contractor  has provided the General  Contractor  with the names and resumes of,
and the  General  Contractor  has  approved,  the key  personnel  working on the
Project  identified  in Appendix F, and the  General  Contractor  shall have the
right  to  approve  any  replacements  thereof.  The  Site  Manager  and the key
personnel referred to in the preceding sentence shall be assigned to the Project
until  Completion  thereof  and,  provided  they  are  performing  in  a  manner
acceptable to the Contractor and the General Contractor, shall not be removed or
reassigned prior to Completion,  without the approval of the General Contractor.
The  Contractor  shall  also  employ,  or cause  Subcontractors  to  employ,  in
connection with the construction , capable, experienced and reliable foremen and
such skilled  workmen as may be required  for the various  classes of work to be
performed.

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

     2.2.6  Training of Operators.  Prior to Project  Start-up,  the  Contractor
shall train the employees of the operations and maintenance  contractor retained
by General Contractor with respect to the Packing house.  Training shall include
classroom and on-the-job  training which shall commence  sufficiently in advance
of Project  Start-up to prepare  these  personnel  to operate the Packing  house
under the Contractor's  direction during Project  Start-up.  The Contractor also
shall  prepare and provide to the General  Contractor  six (6) copies each of an
operations and maintenance  manual for the Packing house.  The Contractor  shall
provide the General  Contractor  sixty (60) days prior written notice of the day
it will commence training of Packing house operations and maintenance personnel.

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

     2.3 Particular Undertakings of the Contractor.

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


                                       4
<PAGE>


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

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

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

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

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

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

     2.3.5 Protection of Property. The Contractor shall do all things reasonably
necessary or expedient to properly protect any and all parallel,  converging and
intersecting  lines,  railroad or utility  equipment,  highways  and any and all
property of others from damage,  and in the event that any such lines,  railroad
equipment,  highways  or  other  property  are  damaged  in  the  course  of the
construction the Contractor shall at its own expense restore any and all of such
damaged property  immediately to as good a condition as it was found before such
damage


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<PAGE>


occurred;  provided, however, that the Contractor shall not be liable to restore
such damaged  property to the extent damage is caused by the General  Contractor
or the General  Contractor's  agents,  invitees or  contractors  (other than the
Contractor and any Subcontractors).

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

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

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

     2.3.9  Access to Project  Site.  From time to time during  normal  business
hours and upon reasonable notice, the Contractor shall permit representatives of
the  Project  Lender to visit the Project  Site.  Such  visitors  shall obey all
applicable Project Site rules. The General Contractor,  the General Contractor's
Representatives  and the Project  Engineer shall have access to the Project Site
at all times.


                                       6
<PAGE>


     2.3.10  Site  Logistics  Plan.  The  Contractor  will  be  responsible  for
organizing  its activities at the Project Site so as to provide proper space for
the storage of materials  and  equipment  and  construction  operations.  Within
twenty  (20) days after the date of  execution  of this  Agreement  and prior to
mobilization,  the Contractor shall prepare and submit to the General Contractor
for its approval a site logistics plan (the "Site Logistics  Plan"),  which will
show, at a minimum, the proposed location of the following: (i) the Contractor's
trailers; (ii) vehicle parking; (iii) the site entry road; (iv) signs; and (vii)
the routing of truck deliveries.  The General Contractor's  approval of the Site
Logistics Plan will not be unreasonably  withheld.  Upon approval by the General
Contractor,  the Contractor shall furnish three (3) copies of the Site Logistics
Plan to the General Contractor.

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

     2.4 Submission of Reports.

     2.4.1 The Contractor shall prepare and submit to the General Contractor (a)
within  ten  days  after  the  end of  each  calendar  month  and as part of the
Application for Payment  provided  pursuant to Section 13.1.1, a written monthly
progress report in a form generally in accordance with Appendix D hereto,  which
report shall include, as a minimum, (i) a description of the status of supplies,
Subcontractors'   activities  and  engineering,   procurement  and  construction
progress as compared with the Project schedule (and, if appropriate,  an updated
schedule), (ii) an identification and evaluation of problem areas (including but
not limited to an  evaluation  of any factors  which are  anticipated  to have a
material  effect on the  Project  schedule  or which may in the  opinion  of the
Contractor  require  Modifications),  (iii)  a  report  of  any  changes  in the
representations  set forth in Section 18.6 which cause a material adverse effect
on the  Contractor's  ability to perform its  obligations  under this Agreement,
(iv) a detailed  description of Work  accomplished and progress payments already
received as compared  with planned  expenditures  for such Work,  and (b) status
reports on material  and  equipment  deliveries  and  scheduled  deliveries.  In
addition,  the  Contractor  shall keep,  and  furnish to the General  Contractor
and/or Project Lender at General Contractor's or Project Lender's request,  such
books,  records and accounts  containing such information as may be necessary to
(i) determine  that work is  progressing  according to schedule and (ii) provide
adequate  documentary  support  (A)  for the  General  Contractor's  future  tax
accounting purposes and (B) for the purpose of confirming that progress payments
are due  hereunder.  The Contractor  shall notify the General  Contractor of all
accidents  which occur at the Project Site within  twenty-four  (24) hours after
they occur, and thereafter  provide such written reports relating thereto as may
be reasonably requested by the General Contractor.

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

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


                                       7
<PAGE>



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

     2.6 Clean-up Responsibility.

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

     2.7 Patents, Copyrights and Royalties.

The Contractor  shall pay all royalties and license fees for materials,  methods
and systems  incorporated  in the Project.  The Contractor  hereby  indemnities,
fully  protects and saves the General  Contractor  harmless  from, and agrees to
defend the General Contractor  against,  any and all loss, cost and damage which
the General  Contractor may hereafter  suffer or pay out by reason of any claims
or suits against the General Contractor arising out of claims of infringement of
any domestic or foreign  patent rights,  trademarks or copyrights,  or misuse of
confidential  information,  by the  Contractor  in  performing  its  obligations
hereunder. The Contractor and the General Contractor each shall advise the other
promptly in writing of any notice of such claim or the  commencement of any suit
or action based upon such claim.  Upon receipt of such  notice,  the  Contractor
shall undertake the defense of any such suit,  action or claim,  and the General
Contractor  shall cooperate with the Contractor in such defense.  The Contractor
shall have charge and  direction  of the defense of such suit,  action or claim,
and the General  Contractor  shall have the right to be  represented  therein by
advisory  counsel  of its own  selection  and at its own  expense.  Neither  the
Contractor  nor the General  Contractor  may settle or compromise any such suit,
action or claim  without  the prior  written  consent of the other party if such
settlement or compromise  would obligate such other party to make any payment or
part with any property,  to assume any  obligation or grant any license or other
right,  or to be subject to any  injunction.  In case the Packing house, or part
thereof,  is held in such suit to constitute  infringement or the use thereof is
enjoined,  the  Contractor  shall at its own  expense  and at its option  either
procure  for the  General  Contractor  the right to  continue  using the Packing
house, or part thereof, or replace the same with a non-infringing part or modify
it so that it becomes  non-infringing.  Contractor's  obligations  to indemnify,
defend and save harmless General Contractor  hereunder shall not apply to claims
of  patent,  trademark  or  copyright  infringement,  or misuse of



                                       8
<PAGE>


confidential information,  relating to Changes or Modifications in the Work made
to  the  General  Contractor's  express  specifications,  as  to  which  General
Contractor shall indemnify,  defend and save harmless Contractor pursuant to the
procedures set forth above in this Section 2.7.

     2.8 Further Assurances.

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

     2.9 Interfaces.

The  Contractor  shall use its best efforts to assist the General  Contractor to
coordinate the timely installation and start-up of such connections,  utilities,
crossings and the like as necessary to construct and operate the Packing  house,
to the  extent  such  items are not part of the  Work.  These  interfaces  shall
include but not be limited to the interconnections of the Packing house with the
Greenhouse  and  utilities,  either  similar or  dissimilar,  required to assure
operability of the Packing house.  The boundaries of such interfaces shall be as
generally described in Appendix E.

ARTICLE 3  GENERAL CONTRACTOR'S RESPONSIBILITIES

     3.1 Documents and Surveys.

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

     3.2 Rights-of-Way.

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

     3.3 Required Approvals.

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

     3.4 Operations and Maintenance Personnel.

At least four (4) weeks in advance of Project Start-Up,  the General  Contractor
shall  cause the



                                       9
<PAGE>


Packing House Lessee to hire  personnel to be trained and to perform  operations
and  maintenance  of the Packing House during  Project  Start-up and  Commercial
Operation.

     3.5 Hazardous Wastes.

The General  Contractor shall remove,  or cause to be removed,  and dispose,  or
cause to be disposed of, at General  Contractor's expense and in accordance with
Law,  any debris,  soil or other  materials  consisting  of or  contaminated  by
hazardous wastes as defined by Law, and shall provide  replacement fill or other
suitable  materials and services as necessary at General  Contractor's  expense;
provided, however, that if such waste or contamination is present due solely to,
or  is  caused   solely  by,  the  acts  or  omissions  of   Contractor  or  any
Subcontractors,  in such case the Contractor  shall remove and,  dispose of such
debris,  soil or  other  materials  in  accordance  with Law and  shall  provide
replacement  fill or other suitable  material and services as necessary,  at its
expense.

     3.6 Notice of Defect.

If the General  Contractor  becomes  aware of any fault or defect in the Packing
House or  nonconformance  with the  Contract  Documents,  it shall  give  prompt
written notice  thereof to the  Contractor  and thereafter the Contractor  shall
promptly correct such fault or defect and/or cure such nonconformance; provided,
however,  that the General  Contractor shall have no duty to inspect the Packing
House or to compare  the  Packing  House with the  Contract  Documents,  and its
failure  to  notify  the   Contractor  of   discoverable   faults,   defects  or
nonconformance  pursuant  to this  Section  3.6 because of failure to inspect or
compare  shall not  relieve  the  Contractor  from any  duties,  obligations  or
liabilities hereunder.

     3.7 No Alcohol or Controlled Substances on Site;
         Miscellaneous Regulations.

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

     3.8 Interfaces.

The General Contractor shall, to the extent reasonably  required to maintain the
Project  schedule,  assist the Contractor in coordinating the Contractor's  work
with the work to be  performed  by others  with  respect to the  Project (to the
extent  the  same may  affect  Contractor),  including  but not  limited  to the
interconnection or interfaces with the Pipeline.

     3.9 Utilities and Consumables During Project Start-Up.


                                       10
<PAGE>


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

     3.10 Utilities During Construction.

During the period of construction,  the General  Contractor shall make available
sufficient  quantities  of electric  power and water.  The  Contractor  shall be
responsible for the payments of the above items pertaining to the use thereof.


ARTICLE 4  SUBCONTRACTS

     4.1 Major Specialty Consultants, Subcontractors and Equipment Suppliers.

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

     4.2 Purchase Orders and Subcontracts.

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

     4.3 Payments to Subcontractors.

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

     4.4 No Privity with Subcontractors.

The General  Contractor shall have no contractual  obligation to, and shall not,
except in respect of



                                       11
<PAGE>


rights  assigned by the contractor  pursuant to Section 10.2, be deemed to be in
privity with any Subcontractor.  General Contractor's approval or disapproval of
a Subcontractor  pursuant to Section 4.1 hereof shall not relieve or release the
Contractor of any its duties, obligations or liabilities under the terms of this
Agreement.

ARTICLE 5  CONTRACT PRICE

     5.1 Contract Price.

As full consideration to the Contractor for the full and complete performance of
the  Project  and all  costs  incurred  in  connection  therewith,  the  General
Contractor  shall pay and the  Contractor  shall accept,  the sum of One Million
Four Hundred and Seventy-Five  Thousand Dollars ($1,475,000) payable pursuant to
Article 13,  subject to adjustment in accordance  with Article 12 (the "Contract
Price").

     5.2 Limitation of General Contractor's Liability.

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


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

     6.1 Commencement of Work.

The  Contractor  shall  commence  the  services  required  under this  Agreement
promptly upon receipt of a written  notice to proceed with the Work (the "Notice
to Proceed") from General Contractor.

     6.2 Project Start-up.

"Project Start-up" is that period (i) commencing on the date that the Contractor
first begins the checkout of systems and equipment for  readiness,  calibration,
functional  and  design  verification  testing,  and  other  initial  operations
functions,  and (ii) ending upon Final Completion.  The Contractor shall provide
the General  Contractor  with at least sixty (60) days' prior written  notice of
the expected  commencement of Project Start-up.  At least thirty (30) days prior
to the expected  commencement of Project  Start-up,  the Contractor shall submit
for  approval  by the General  Contractor  and  Project  Engineer  copies of the
proposed functional and design verification testing protocols;  approval of such
protocols  shall  not  be  unreasonably  withheld  or  delayed.  During  Project
Start-up, the General Contractor may have its own or its designee's personnel on
site to observe and verify all procedures and testing activities conducted.


                                       12
<PAGE>

     6.3 Substantial Completion.

The Contractor shall achieve Substantial  Completion of the Project on or before
the "Substantial  Completion  Deadline".  Time is of the essence with respect to
such  deadline.  "Substantial  Completion"  shall mean (a) ( the  Contractor has
completed  all other Work on the  Project  under this  Agreement  except for the
balance  of  Project  startup  and  clean  up;  (b)  (  General  Contractor  has
acknowledged to the Contractor that the functional and design verification tests
have been  successfully  completed;  (c) the  Contractor  has  delivered  to the
General  Contractor  a punch-list  relating to those areas of the Packing  House
other than the  Greenhouse  and Nursery,  and consisting of minor items that are
not  essential  to  the  safe  and  prudent   operation  of  the  Packing  house
(collectively with additional items identified by General Contractor, the "Final
Punch-List"),  which Final Punch-List shall not have an aggregate cost exceeding
$50,000;  and (d) the General  Contractor  has  delivered  to the  Contractor  a
Certificate of Substantial Completion.

     6.4 Notice of Substantial Completion.

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

     6.5 Certificate of Substantial Completion.

The General Contractor shall, within five business days following the receipt of
the Notice of Substantial Completion inspect all Work, and either (a) deliver to
the Contractor a certificate  certifying that clauses (a) and (b) of Section 6.3
have been satisfied (the "Certificate of Substantial Completion"), in which case
Substantial  Completion  will  have  been  achieved  as of the date the  General
Contractor  receives such Notice of Substantial  Completion from the Contractor,
or (b) if the requirements  for Substantial  Completion have not been satisfied,
notify  the  Contractor  in writing  that  Substantial  Completion  has not been
achieved,  stating in detail the reasons therefor. In the event that Substantial
Completion has not been achieved, the Contractor shall promptly take such action
or perform such additional work as will achieve Substantial Completion and shall
issue  to the  General  Contractor  another  Notice  of  Substantial  Completion
pursuant to Section 6.7. Such procedure shall be repeated as necessary until the
earlier of (i) the  issuance  by the  General  Contractor  of a  Certificate  of
Substantial Completion, which certificate shall not be unreasonably withheld, or
(ii) the issuance by General Contractor of a Certificate of Acceptance.

     6.6  Acceptance of Project Upon Failure to Achieve  Substantial  Completion
          Prior to the Substantial Completion Deadline.

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



                                       13
<PAGE>


Contractor. Acceptance by General Contractor shall not relieve Contractor of its
obligations to achieve Final Completion or to pay liquidated damages pursuant to
Section 8.2 and 8.3 hereof.

     6.7  Acceptance of Project Upon Failure to Achieve  Substantial  Completion
Prior to the Contract Deadline.

If the Contractor has not requested,  or the General  Contractor has declined to
issue, a Certificate of Acceptance pursuant to Section 6.9, the Contractor shall
be  obligated  to take such action or perform  such  additional  work as will be
necessary to achieve Substantial Completion. Provided the General Contractor has
not terminated  this  Agreement  pursuant to Article 16, if by the date which is
thirty (30) days after the Substantial Completion Deadline, the Contractor after
exercising due diligence has not achieved Substantial  Completion,  on such date
the General  Contractor  shall  accept the Project  ("Acceptance")  by issuing a
Certificate  of  Acceptance.  Such  Acceptance by General  Contractor  shall not
relieve General  Contractor of its obligation to achieve Final  Completion or to
pay liquidated damages pursuant to Section 8.2 and 8.3 hereof.

     6.8 Final Completion.

The  Contractor  shall achieve Final  Completion of the Project on or before the
Contract Deadline. Time is of the essence with respect to such deadline.  "Final
Completion"  shall mean (a)  Substantial  Completion (or  Acceptance)  have been
achieved;  (b)  clean-up  has been  completed;  (c) the General  Contractor  has
delivered to the Contractor a Certificate of Final Completion.

     6.9 Notice of Final Completion.

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

     6.10 Certificate of Final Completion

The General Contractor shall, within five business days following the receipt of
the Notice of Final  Completion  inspect all Work, and either (a) deliver to the
Contractor a certificate  certifying that clauses (a) through (c) of Section 6.8
have been satisfied (the "Certificate of Final Completion"), in which case Final
Completion  will  have  been  achieved  as of the  date the  General  Contractor
receives  such Notice of Final  Completion  from the  Contractor,  or (b) if the
requirements for Final Completion have not been satisfied, notify the Contractor
in writing that Final  Completion has not been  achieved,  stating in detail the
reasons therefor. In the event that Final Completion has not been achieved,  the
Contractor  shall promptly take such action or perform such  additional  work as
will achieve Final Completion and shall issue to the General  Contractor another
Notice of Final  Completion  pursuant to Section 6.9.  Such  procedure  shall be
repeated  as  necessary  until  the  issuance  by the  General  Contractor  of a
Certificate of Final  Completion,  which  certificate  shall not be unreasonably
withheld.


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


                                       14
<PAGE>


     7.1 General Contractor's Right.

The parties  currently  contemplate that the Packing House shall be occupied and
placed in Commercial Operation upon Substantial Completion. However, at any time
after the Substantial  Completion Deadline the General Contractor or the Packing
House  Operator  may occupy any portion of the Packing  House which is complete.
Moreover,  at any time on or after .......,  19.., the General  Contractor shall
have the right to place the Packing  House in Commercial  Operation,  whether or
not the Contractor has achieved Substantial Completion or Acceptance.  After the
General Contractor shall have placed the Packing House in Commercial  Operation,
the General  Contractor  shall so notify the  Contractor,  and the Packing House
Operator shall thereafter  operate the Packing House. The placing of the Packing
House in  Commercial  Operation by the General  Contractor  shall not excuse the
Contractor  from  completing  all remaining Work on the Project nor constitute a
waiver of any of the Contractor's obligations under this Agreement. In the event
the General Contractor places the Packing House in Commercial Operation prior to
Substantial  Completion or Acceptance,  the General  Contractor shall afford the
Contractor reasonable access to the Packing House to complete all remaining Work
on the Project.

     7.2 Project Revenues.

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

     7.3 Care, Custody and Control.

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

ARTICLE 8 LIQUIDATED DAMAGES FOR FAILURE TO MEET SCHEDULE GUARANTEES

     8.1 Schedule  Guarantees.  The Contractor  provides the following  schedule
guarantees:

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

     8.2 Liquidated Damages for Failure to Achieve Substantial Completion.


                                       15
<PAGE>


As General  Contractor's  sole and exclusive remedy for Contractor's  failure to
achieve Substantial Completion on or before the Substantial Completion Deadline,
the Contractor shall pay the following liquidated damages.

     8.2.1 If the  Contractor  fails to  achieve  Substantial  Completion  on or
before the  Substantial  Completion  Deadline,  the Contractor  shall pay to the
General Contractor,  as liquidated damages, in addition to the sums set forth in
Section 8.2, the sum of $2,500 per day for each day that Substantial  Completion
is delayed beyond the Substantial Completion Deadline.

     8.3 Liquidated Damages Reasonable.

The General  Contractor and the Contractor hereby acknowledge and agree that the
terms,  conditions  and amounts fixed  pursuant to this Article 8 for liquidated
damages are  reasonable,  considering  the damages  that the General  Contractor
would  sustain in the event of the  Contractor's  failure  to achieve  the above
schedule  guarantees.  These  amounts  are agreed  upon and fixed as  liquidated
damages  because of the  difficulty  of  ascertaining  as of the date hereof the
exact amount of damages  that would be sustained in such event.  Notwithstanding
the first  sentences of Section 8.2 and 8.3, such payment of liquidated  damages
shall not  affect the  General  Contractor's  rights  provided  in  Article  15.
Liquidated  damages for failure to achieve the schedule  guarantees set forth in
Section  8.1  shall not be  reduced  by any  revenues  received  by the  General
Contractor from the sale of produce from the Packing House.

     8.4 Time for Payment.

The Contractor shall pay liquidated damages required under this Article 8 on the
first  business  day  following  the end of each month in which such  liquidated
damages  accrue.  If the  Contractor  fails to make timely payment of liquidated
damages,  interest on any unpaid  amount  shall  accrue from the due date at the
lesser of (a) the then  prevailing Base Rate plus two percent (2%) per annum and
(b) the  maximum  permitted  legal  interest  rate at the  time  prevailing  and
applicable hereto.

ARTICLE 9 LIMITATION OF CONTRACTOR'S LIABILITY


     9.1 Limitation.

The total aggregate  liability of the Contractor with respect to its obligations
hereunder,  including  but  not  limited  to  warranty  obligations,  liquidated
damages,  and its  obligation  to  complete  the Work,  shall be  limited to the
Contract Price.

     9.2 Consequential Damages.


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<PAGE>


Contractor shall not be liable for indirect, consequential,  incidental, special
or punitive damages, including but not limited to damages to delay in or loss of
use of profits or products, lost income, or obligations of General Contractor to
third parties.

ARTICLE 10  WARRANTIES AND GUARANTEES


     10.1 Materials and Workmanship.

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

     10.2 Vendor and Supplier Warranties.

The Contractor shall, for the protection of the General Contractor,  obtain from
all  Subcontractors   guarantees  and  warranties  with  respect  to  machinery,
equipment,  materials  and  other  items  used and  installed  hereunder,  which
guarantees and warranties shall not be amended, modified or otherwise discharged
without the prior written consent of the General Contractor. Such guarantees and
warranties  shall be in  accordance  with  reasonable  commercial  packing house




                                       17
<PAGE>


industry standards, shall be assignable to the General Contractor, shall cover a
period of not less than one year from the  earlier  of Final  Completion  or the
commencement of Commercial Operation, and shall be made available to the General
Contractor  to the full  extent  of the  terms  thereof  after  assignment.  The
Contractor  shall enforce such  guarantees  and warranties to the fullest extent
thereof on behalf of the General Contractor until such time as they are assigned
to the  General  Contractor.  Upon the  earlier to occur of (i)  issuance of the
Certificate of Final Completion,  or (ii) termination of this Agreement pursuant
to Article 15, the  Contractor  shall assign to the General  Contractor  all the
Contractor's  rights under  Subcontractor  guarantees  and  warranties and shall
deliver to the General  Contractor  copies of all  contracts  providing for such
guarantees and warranties.

     10.3 Engineering and Design.

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

     10.4 No Liens.

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

     10.5 Limitation of Warranties.

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

ARTICLE 11 FORCE MAJEURE

     11.1 Force Majeure Events.

As used in this  Agreement,  a "Force Majeure Event" means any act or event that
prevents the performance of the General  Contractor or the Contractor under this
Agreement  or the  compliance  with any  conditions  required by the other party
under this  Agreement if such act or event is beyond the  reasonable  control of
the  party  relying  thereon  as  justification   for  such



                                       18
<PAGE>


nonperformance  or noncompliance and such party has been unable to overcome such
act or event by the exercise of due diligence, including but not limited to (but
subject to the foregoing) flood, drought, unusually severe weather,  earthquake,
storm,  fire,  explosion,  sabotage  or  threat  of  sabotage  of the  Facility,
pestilence, epidemic, lightning and other natural catastrophes; war, riot, civil
disturbance or  disobedience,  action or inaction of legislative,  judicial,  or
regulatory  agencies,  or other proper  authority,  which may conflict  with the
terms of this  Agreement;  failure,  threat of failure or sabotage of  equipment
supplied by Subcontractors for temporary services during performance of the Work
which has been  maintained in  accordance  with good  engineering  and operating
practices  applicable  thereto;  or  loss or  shortage  of  utilities.  Economic
hardship  and  strikes,  work  stoppages or labor  disturbances  are  explicitly
excluded as Force Majeure Events.

     11.2 Limitation of Default.

Neither party shall be considered  in default in the  performance  of any of the
agreements  contained in this Agreement,  except for the General Contractor's or
the Contractor's  obligations to pay money when and to the extent the failure of
performance shall be caused by a Force Majeure Event.

     11.3 Excused Performance.

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

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

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

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

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

     11.4 Right to Terminate for Force Majeure.

If a suspension  of  performance  by either party as a result of a Force Majeure
Event exceeds sixty (60) days, the party whose  performance is unaffected by the
Force  Majeure Event may terminate  this  Agreement  pursuant and subject to the
terms of Section 15.4 hereof;  provided,  however  that



                                       19
<PAGE>


the Contractor may not terminate this Agreement  pursuant to Section 15.4 hereof
if and to the extent that a Change  relating to such Force  Majeure  Event shall
have been  approved by the General  Contractor  and the  Contractor  pursuant to
Section 12.2.2 hereof.

ARTICLE 12  CHANGES IN THE PROJECT AND SUSPENSION

     12.1 Changes.

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

     12.1.1 Procedure for Changes.  Except as provided in Section 12.2, only the
General  Contractor may initiate  Changes.  If the General  Contractor wishes to
make a Change pursuant to this Section 12.1, it shall submit a written  proposal
therefor to the Contractor. At no cost to the General Contractor, the Contractor
shall promptly review the General Contractor's  proposal and provide the General
Contractor,  within  five (5) days  thereafter,  with  notice in  writing of the
effect,  if any,  such  proposed  Change would have on the Contract  Price,  the
Substantial  Completion  Deadline,  the Contract  Deadline,  and the schedule of
Major Milestones.  Such notice also shall include an analysis  demonstrating (i)
the time impact,  if any, of the proposed  Change on the critical path items yet
to be completed  (including  the  influence of such Change on the current  dates
scheduled for  Substantial  Completion  and Final  Completion)  and (ii) how the
Contractor  proposes to incorporate the time impact on  non-critical  path items
into the schedule without schedule alleviation. If, in the Contractor's opinion,
Project  schedule and/or  performance  may be maintained or adjustments  thereof
minimized only by increasing the Contract Price,  the Contractor  shall, in such
notice,  set forth possible  trade-offs among or between Project cost,  schedule
and performance so that the General Contractor may make an informed choice among
such  alternatives in deciding  whether to issue a Change Order.  The Contractor
shall provide  similar  information to the General  Contractor upon requesting a
Change  pursuant to Section 12.2. The General  Contractor  shall promptly review
the information  provided by the Contractor pursuant to this Section 12. 1.1 and
thereupon  may issue a Change Order  approving  and  authorizing  such  proposed
Change, in which event the cost, scheduling and performance alternative included
in the Contractor's  notice described above and chosen by the General Contractor
shall be binding on the  Contractor.  The  Contractor  shall use all  reasonable
efforts to minimize any effect  adverse to the General  Contractor of any Change
on Project  cost,  scheduling  and  performance.  The Change Order issued by the
General  Contractor  will authorize an extension in the  Substantial  Completion
Deadline and/or the Contract Deadline only if the Contractor establishes, to the
General Contractor's  reasonable  satisfaction,  that the nature of the



                                       20
<PAGE>


proposed Change would necessitate such extension. All Changes, whether initiated
by the  General  Contractor  or the  Contractor  under  Section  12.2,  shall be
authorized by a Change Order, and shall be performed pursuant to this Agreement.
Any  change in the  Project  necessitated  by any  change  in Laws  Governmental
Approvals  or Private  Rights-of-Way  after the  effective  date hereof shall be
treated as a Change  pursuant to this Article 12 unless the change  necessitated
comes within the definition of  Modification,  in which case it shall be treated
as a Modification pursuant to this Article 12.

     12.1.2 Change Orders. A "Change Order" is a written order to the Contractor
signed by a duly  authorized  officer of the General  Contractor  authorizing  a
Change in the  Project.  Upon  execution  and  delivery of this  Agreement,  the
General  Contractor shall deliver to the Contractor written notice signed by the
President of the General  Contractor,  stating which  officers are authorized to
approve  Change  Orders.  If and when,  after  execution  and  delivery  of this
Agreement,  another  officer is selected by the  General  Contractor  to approve
Change Orders,  the General  Contractor shall deliver to the Contractor  another
notice signed by the President of the General Contractor so authorizing such new
officer  to approve  Change  Orders.  For the  purpose  of  determining  who has
authority to approve Change Orders,  the Contractor shall be entitled to rely on
the latest notice delivered by the General  Contractor  pursuant to this Section
12.1.2 and received by the Contractor.

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

     12.2 Other Changes.

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

     12.2.2 Changes Due to Delays in Force Majeure  Events.  In the event and to
the extent that (i) a Force Majeure Event prevents the Contractor's  performance
hereunder,  and all of the  requirements  of Section  11.3 (a)  through  (d) are
satisfied,  the  Contractor  shall be entitled to (and if  requested  by General
Contractor,  shall request) a Change  pursuant to, and to the extent  authorized
by, this Section  12.2.2.  In such event,  the Contract  Price,  the Substantial
Completion Deadline, the Contract Deadline, and the Schedule of Major Milestones
set forth in Appendix H to this Agreement shall be adjusted to the extent of the
actual and verifiable  effects,  if any, which  Contractor  demonstrates  to the
reasonable  satisfaction  of the  General  Contractor  that such  delay or Force
Majeure  Event  has  had  upon  Contractor's   performance  of  its  obligations
hereunder.  Such Change shall be incorporated  into the Project by issuance of a
Change Order pursuant to Section 12.1.1.

     12.3 Modifications.  Without  invalidating or amending this Agreement,  the
General



                                       21
<PAGE>


Contractor may order and the Contractor may propose,  subject to approval by the
General  Contractor,  modifications in the Project within the general scope, and
consistent with the intent, of the Contract Documents (such  modifications being
referred to herein as  "Modifications")  consisting of  additions,  deletions or
other  revisions,  so long as such  Modifications  do not  adversely  affect the
Contract  Price,   Nursery  Substantial   Completion  Deadline  the  Substantial
Completion Deadline, and the Contract Deadline.

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

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

     12.4.2 If the method set forth in Section  12.4.1 is not agreed  upon after
good faith negotiation by the parties,  the Contractor shall provide the General
Contractor with such purchase  orders,  invoices and other documents and records
as may enable the General Contractor to verify, to its reasonable  satisfaction,
the cost to the  Contractor of effecting such Change.  All equipment,  materials
and other items  required as a result of such Change  shall be  purchased by the
Contractor at competitive  market prices.  The General  Contractor  shall,  upon
verifying  the cost to the  Contractor  of  effecting  such  Change,  add to the
Contract  Price the amount thereof plus a fee of (i) ten percent (10%) if and to
the extent the Change is  performed  directly  by the  Contractor,  or (ii) five
percent (5%) if and to the extent the Change is performed by a Subcontractor.

     12.5 Continued Performance Pending Resolution of Disputes.

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

     12.6 Suspension.

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

     12.7 Suspension Process.


                                       22
<PAGE>


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

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

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

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

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

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

     12.8 Resumption of Work.

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

     12.9 Contract Changes Due to Suspension.

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

     12.10 Termination Due to Suspension.

If a suspension by the General  Contractor  of all or a material  portion of the
Work exceeds sixty (60) days the  Contractor may terminate this Agreement in the
manner set forth in Section 13.3 hereof.

ARTICLE 13  PAYMENTS TO CONTRACTOR


                                       23
<PAGE>


     13.1 Monthly Progress Payments.

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

     13.1.1 On or before the tenth day of each calendar month beginning with the
first month  following  receipt of the initial  payment under Section 13.1,  the
Contractor shall submit to the General  Contractor an "Application for Payment,"
which shall include (i) the monthly progress report prepared pursuant to Section
2.4.1 (a), and (ii) an invoice  reflecting  an amount which has been  determined
pursuant  to the  Application  for  Payment,  the form of which is  attached  as
Appendix I, which amount, together with all previous amounts paid by the General
Contractor  to the  Contractor,  shall  reflect  work  on the  Project  actually
accomplished through the preceding calendar month. The Contractor agrees that it
will  not  include  in any  Application  for  Payment  a bill for  materials  or
equipment  until such  materials or equipment have been delivered to the Project
Site. Similarly, the Contractor will not include in such Application for Payment
a bill for labor until such labor has been performed.

     13.1.2 The General Contractor shall pay to the Contractor, twenty (20) days
after receipt of the Application for Payment,  the amount determined pursuant to
Section 13.1.1 for Work  performed  during the month prior to the month in which
the  Application  for Payment is  tendered,  less  Retainage  (all such  monthly
amounts paid by the General  Contractor  being  herein  referred to as "Progress
Payments"), subject to adjustment as provided in Section 13.1.3.

     13.1.3 If the General Contractor  disagrees with the Contractor's  estimate
of actual Project  progress (as reflected in an Application for Payment) and the
cumulative  total of all amounts in dispute  (reflecting the difference  between
the Contractor's and the General Contractor's estimates of actual progress) does
not exceed  $50,000.00,  the General  Contractor  shall pay the Contractor  such
disputed  amount  pursuant to Section  13.1.2 as part of the pertinent  Progress
Payment,  twenty (20) days after  receipt of the  Application  for Payment.  Any
disputed  amounts in excess of $50,000.00 may be withheld from the Contractor by
the General Contractor,  provided, however, that amounts withheld by the General
Contractor  pursuant to this Section 13.1.3 shall be paid to the Contractor when
the Contractor has demonstrated,  in an Application for Payment completed to the
reasonable  satisfaction  of  the  General  Contractor,   that  actual  progress
requiring such payment has been achieved.

     13.1.4 "Retainage" shall be ten percent (10%) of the amount of each monthly
payment  or other  payment  to be made by the  General  Contractor  pursuant  to
Sections  13.1.  All Retainage  shall be retained by the General  Contractor and
paid by the General  Contractor to the  Contractor  in  accordance  with Section
13.4.

     13.1.5  If the  General  Contractor  fails  to make its  Progress  Payments
hereunder  on or before the date due,  or if the  General  Contractor  withholds
payment  of any  amount  pursuant  to  Section  13.1.3,  and it is  subsequently
determined that such  withholding was not justified  hereunder,  interest on any
unpaid  amount shall accrue from the due date at the lesser of (a) the Base Rate
plus two percent (2%) per annum or (b) the maximum permitted legal interest rate
at the time prevailing and applicable thereto.


                                       24
<PAGE>


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

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

     13.2 Waiver and Release of Liens.

     The Contractor shall furnish to General Contractor,  and shall require each
and every  Subcontractor  engaged to supply  services or  materials in an amount
greater than $50,000 in connection with the Project to furnish to the Contractor
for  delivery  to  General  Contractor,  at  the  time  of  submission  of  each
Application  for  Payment  and as a  precondition  to the  making  of the  Final
Payment,  a recordable waiver of its right to assert Liens on the Project,  such
waiver to be substantially in the form of Appendix 1. 71c  effectiveness of such
waivers shall be conditioned upon  Contractor's  receipt of payment from General
Contractor.  If the Contractor  fails to furnish a legally  effective  waiver or
fails to have any Lien  released or  discharged  forthwith,  in lieu thereof the
Contractor shall furnish a bond or other collateral  satisfactory to the General
Contractor to indemnify the General  Contractor  against any loss resulting from
such Lien. In addition,  until such release,  discharge or bonding,  the General
Contractor may withhold from any payment due the Contractor an amount sufficient
to discharge any or all such Liens or claims.

     13.3 Payment Upon Completion.

Upon delivery of the  Certificate of Final  Completion,  the General  Contractor
shall pay the unpaid Retainage due to the Contractor (the "Final Payment").

     13.4 Payment or Use Not Acceptance.

No payment made by the General  Contractor shall Constitute an acceptance of any
of the Work not in accordance with this Agreement and the Scope of Work.

     13.5 Waiver by General Contractor.


                                       25
<PAGE>


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

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

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

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


     13.6 Waiver by Contractor.

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

ARTICLE 14  INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION

     14.1 Indemnity.

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

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

     14.1.3  Procedure.  When  required to  indemnify  an  Indemnified  Party in
accordance with this Agreement, the indemnifying party shall assume on behalf of
such party, and conduct with due diligence and in good faith, the defense of any
such suit against such party,



                                       26
<PAGE>


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

     14.2  Contractor's  Insurance.  At its own expense,  the  Contractor  shall
secure and maintain  during the term of this  Agreement the following  insurance
with the coverage  amounts  indicated for occurrences  during and arising out of
the Contractor's  performance of this Agreement.  Such insurance shall be placed
with responsible and reputable  insurance companies qualified to do business in,
the State of Texas and shall be  effective as of at least thirty (30) days prior
to the date of the Notice to Proceed  and  maintained  until  Final  Completion.
Deductible amounts shall be the responsibility of the Contractor. The Contractor
shall also be responsible for fifty percent (50%) of the deductible amounts with
respect to the Builder's Risk Insurance described in Section 14.6 hereof. If the
General Contractor purchases Builder's Risk Insurance with deductibles in excess
of those  specified in Section 14.6, the  Contractor's  responsibility  for such
deductibles  shall be limited to fifty percent (50%) of the  deductible  amounts
specified in Section 14.6.

Type                                                 Coverage/Amount

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

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

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

Premises--Operations; Independent
Contractors and Subcontractors
Protective; Products/Completed
Operations; Broad
Form Property Damage;
Contractual Liability (Broad
Form) Including Third Party
Coverage; Explosion, Collapse,
Underground Hazard,
and Personal Injury
Comprehensive Automobile
Liability, including coverage
for all owned, hired
and non-owned vehicles                               $1,000,000 combined single


                                       27
<PAGE>

                                                     limit, per occurrence

Excess Liability                                     $5,000,000 per occurrence

     14.2.1 Evidence of Coverage.  The Contractor shall provide  certificates of
insurance to the General  Contractor  evidencing all insurance policies required
pursuant to this Section 14.2. The certificates evidencing Comprehensive General
Liability,  Comprehensive  Automobile  Liability and Excess Liability shall each
certify that:

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

     (2) such  insurance is primary  insurance  with respect to the interests of
the  General  Contractor  and  the  Project  Lender,  and  any  other  insurance
maintained by them is excess and not contributory with this insurance; and

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

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

     14.3 Property Insurance Loss Adjustment.

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

     14.4 Waiver of Subrogation.

All insurance  policies supplied by either party to this Agreement shall include
a waiver of any right of  subrogation  of the  insurers  thereunder  against the
other party and any of the banks



                                       28
<PAGE>


comprising the Project  Lender,  and of any right of the insurers to any set-off
or counterclaim or any other deduction,  whether by attachment or otherwise,  in
respect of any liability of any such person insured under such policy.

     14.5 Subcontractor Insurance.

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

     14.6 General Contractor's Insurance.

General  Contractor  shall procure at its own expense and maintain in full force
and  effect  from  and  after  the  issuance  of the  Notice  to  Proceed,  with
responsible and reputable  insurance  companies  qualified to do business in the
State of  Texas,  builder's  risk  insurance  as  described  below  and  worker'
compensation,  general liability and automobile  liability  insurance in amounts
comparable  to the coverages  carried by the  Contractor  hereunder,  and excess
liability  insurance  in the  amount of  $5,000,000.  General  Contractor  shall
provide  certificates  of insurance to the  Contractor  evidencing all insurance
policies required under this Section 14.6.

         Builder's Risk                              Contract Price

           Deductibles:                                $ 25,000

The  certificate  evidencing the builder's risk insurance shall certify that the
policy  (a)  provides  for  all  losses  to be  paid  directly  to  the  General
Contractor,  and (b) shall name the Contractor and each of the banks  comprising
the Project Lender as insured parties thereunder  (without any representation or
warranty by or obligation upon such entities) as their interests may appear.  As
to the remaining  coverages,  with the exception of workers'  compensation,  and
only as to matters within the scope of the General Contractor's  indemnity under
Section  14.1.2,  such  policies  (a) shall  name  Contractor  as an  additional
insured,  and (b) shall be primary  and not excess to or  contributing  with any
insurance maintained by the Contractor.

     14.7 No Effect on Liability.

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

ARTICLE 15  TERMINATION

     15.1 Termination By General Contractor for Cause. In the event:


                                       29
<PAGE>


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

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

     (c) all  items  on the  Final  Punch-List  and all  clean-up  have not been
completed by the Contract  Deadline;  then the General  Contractor may,  without
prejudice  to any  legal  or  equitable  remedy  it  may  have,  terminate  this
Agreement,  take  possession  of the Project  Site and  complete  the Project by
whatever  reasonable  method it may deem expedient,  and the Contractor shall be
liable to the  General  Contractor  for any and all cost or expense in excess of
the unpaid portion of the Contract Price occasioned  thereby,  such amount to be
payable  within  thirty (30) days after the General  Contractor  has  provided a
notice  setting  forth the  amount  thereof.  The  General  Contractor  may take
possession of and utilize,  in completing  the Project,  any  materials,  tools,
supplies,  equipment and  appliance,  belonging to the  Contractor or any of its
Subcontractors  that  are at the  Project  Site.  In  such  event,  the  General
Contractor  may exercise any rights,  claims or demands that the  Contractor may
have against third persons in connection with this Agreement  (including but not
limited to tender of performance to  Subcontractors as described in Section 4.2)
and for such  purpose,  the  Contractor  does  hereby,  to the extent  possible,
assign,  transfer  and set over unto the  General  Contractor  all such  rights,
claims  and  demands  and  agrees to  execute  whatever  documents  the  General
Contractor deems  appropriate to effect such  assignment,  transfer or set-over.
Neither such exercise by General Contractor of rights, claims or demands against
third persons,  nor such assignment,  transfer or set over by Contractor,  shall
relieve  Contractor  of its  liability  to pay  General  Contractor's  costs  or
expenses to complete the Project in excess of the unpaid portion of the Contract
Price.

     15.2 Termination Upon Bankruptcy.

If (a) the  Contractor  shall  commence  a  voluntary  case or other  proceeding
seeking  liquidation,  reorganization  or other relief with respect to itself or
its debts under any  bankruptcy  law now or  hereafter  in effect or seeking the
appointment  of a custodian of it or any  substantial  part of its property,  or
shall consent to any such relief or to the  appointment of or taking  possession
by any



                                       30
<PAGE>


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

     15.3 Termination By General Contractor Without Cause.

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

     1 month           $ 200,000
     2 months          $ 300,000
     3 months          $ 400,000
     After 3 months    Actual costs, not to exceed unpaid balance of
                       Contract Price

The  Contractor  shall submit to the General  Contractor  all invoices and other
documentation  as is  sufficient  to verify  the  amount to be paid  under  this
Section 15.3. The General  Contractor  shall pay such amount to the  Contractor,
and shall release the letter of credit provided  pursuant to Section 9.1 hereof,
within thirty (30) days of receipt of such  documentation.  The Contractor shall
mitigate to the fullest extent  reasonably  possible all expenses to be borne by
the  General   Contractor  under  this  Section  15.3.

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

     15.4 Termination Due to Suspension.


                                       31
<PAGE>


If the General  Contractor  elects to suspend  performance  of all or a material
part of the Work and the duration of such  suspension  exceeds  sixty (60) days,
the  Contractor  may  terminate  this  Agreement,  provided it gives the General
Contractor  written  notice of its intent to terminate not less than thirty (30)
days prior to the end of such sixty (60) day period and General Contractor fails
to order a  resumption  of  suspended  Work  before  the sixty  (60) day  period
expires.  In such  event,  the  Contractor  shall  be  compensated  for all Work
satisfactorily  performed  through the date of termination,  plus its reasonable
costs  associated  with  suspension  of the Work and a fee equal to ten  percent
(10%) of such suspension  costs. In the event of such  termination,  the General
Contractor may elect to assume any or all of the  obligations,  commitments  and
unsettled  claims that the Contractor  has previously  undertaken or incurred in
good  faith in  connection  with  performance  of the  Contractor's  obligations
hereunder.  The  Contractor  shall  to  the  extent  reasonably  possible,  as a
condition to receiving  the  termination  payments  referred to in this Section,
execute and deliver  such  papers and take all such steps,  including  the legal
assignment of its contractual  rights, as the General Contractor may require for
the purpose of fully vesting in the General  Contractor  the rights and benefits
of the Contractor under such obligations, commitments or claims.

     15.5 Termination Due to Event of Force Majeure.

If either (i) a material  suspension of  performance by either party as a result
of a Force  Majeure  Event  exceeds  sixty (60) days, or (H) the total number of
days in which a material  suspension of  performance by either party as a result
of all Force Majeure Events in the aggregate  exceeds sixty (60) days, the party
whose  performance  is unaffected by the Force Majeure Event may terminate  this
Agreement,  provided  it gives the other party  written  notice of its intent to
terminate  not less than  thirty  (30) days  prior to the end of the  applicable
period  and the  other  Party  fails to resume  performance  before  the  period
expires; provided,  however, that the Contractor's right to terminate under this
Section  15.5  shall be  subject to the  limitations  set forth in Section  11.4
hereof. Upon such termination,  the Contractor shall be compensated for all Work
satisfactorily  performed  through the date of termination,  plus its reasonable
costs  associated with the Force Majeure Event suspension and a fee equal to ten
percent (10%) of such suspension  costs.  However,  such  termination  shall not
relieve  Contractor of its obligation to pay liquidated damages which become due
and payable  prior to the  termination  hereof  pursuant to Sections  8.2 or 8.3
hereof.  In the event of  termination  by either party  pursuant to this Section
15.5, the General  Contractor may elect to assume any or all of the obligations,
commitments and unsettled  claims that the Contractor has previously  undertaken
or incurred in good faith in connection  with  performance  of the  Contractor's
obligations hereunder.  The Contractor shall, to the extent reasonably possible,
as a condition to receiving  termination  payments  referred to in this Section,
execute and deliver  such  papers and take all such steps,  including  the legal
assignment of its contractual  rights, as the General Contractor may require for
the purpose of fully vesting in the General  Contractor  the rights and benefits
of the Contractor under such obligations, commitments or claims.


ARTICLE 16  ASSIGNMENTS AND CHOICE OF LAW

     16.1 No Assignment by Contractor.


                                       32
<PAGE>


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

     16.2 Assignment by General Contractor.

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

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

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

     (c) any successor entity (whether by merger, by  consolidation,  by sale of
substantially  all the assets or by the  enforcement  of the  security  interest
described  in (b)  above).  Upon each  permitted  assignment  described  in this
Section  16.2 (other than in clause (b) above) by the  General  Contractor,  the
assignee  shall  expressly  assume in writing all of the  obligations of General
Contractor hereunder. Upon the request of the General Contractor, the Contractor
shall  acknowledge in writing any permitted  assignment  described in clause (b)
above and the right of any permitted  assignee to enforce this Agreement against
the  Contractor.  Such  acknowledgment  of a permitted  assignment  described in
clause (b) shall be substantially in the form of Appendix K hereto.

     16.3 Extension to Successors and Assigns.

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

     16.4 Choice of Law.

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


                                       33
<PAGE>



ARTICLE 17  DRAWINGS, DOCUMENTS AND MATERIALS

     17.1 General Contractor's Review.

All plans and drawings,  calculations,  specifications and other related design,
construction,  performance  test and  start-up  information,  and results of any
supporting  design,  construction,  performance test and start-up  calculations,
prepared in connection  with  engineering,  construction,  performance  test and
start-up  services,  shall  be  delivered  to the  General  Contractor  as  such
documents are completed, as specified in Appendix L. The procedure for submittal
and  review of such  documents  shall be as set forth in  Sections  17. 1. 1 and
17.1.2 and Schedule I.

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

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

     (a)  "Returned Without Comment"; or
     (b)  "Returned with Comments".

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

     17.2 Contractor's Duty.

Review (or lack thereof) by the General Contractor, its designees or the Project
Engineer of any Project documents provided by the Contractor,  and the fact that
the General Contractor, its



                                       34
<PAGE>


designees or the Project  Engineer has not  discovered  any errors  reflected in
such Project  documents,  shall not relieve or release the  Contractor of any of
its duties, obligations or liabilities under the terms of this Agreement.

     17.3 Final Documents and All Other Documents Furnished.

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

     17.4 Ownership of Drawings and Documents.

     17.4.1   Property   of  General   Contractor.   All   drawings,   tracings,
specifications  and other documents prepared by or for the Contractor in respect
of  the  Project  and  all  drawings,  tracings,  specifications,  calculations,
memoranda,  data, notes and other materials  containing  information supplied by
the General Contractor which shall come into the Contractor's  possession during
its  performance  hereunder,  shall be the sole and  exclusive  property  of the
General Contractor,  and such documents and other materials shall be returned to
the General Contractor upon the earliest of the General Contractor's placing the
Packing house in Commercial Operation pursuant to Article 7, Final Completion or
termination of this  Agreement.  Subject to Section 18. 1, the Contractor  shall
have the right to retain and use,  solely and  specifically  for the Project,  a
reproducible set of all drawings,  tracings,  specifications and other documents
prepared by or for the Contractor in respect of the Project.

     17.4.2 Reuse of Documents by General  Contractor.  All drawings,  tracings,
specifications,  and other documents prepared by or for the Contractor  pursuant
to this Agreement are instruments of service with respect to this Project.  They
are not intended or represented  to be suitable for reuse by General  Contractor
or others on  extensions  of this  Project  or on any other  project.  Any reuse
without  written  verification  or adaptation by the Contractor for the specific
purpose intended will be at General Contractor's sole risk and without liability
or legal exposure to the Contractor,  and General Contractor shall indemnify and
hold harmless the Contractor against all claims,  damages,  losses, and expenses
including  attorneys' fees,  arising out of or resulting from such  unauthorized
reuse.

     17.5 Ownership of Materials.

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


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<PAGE>



ARTICLE 18  MISCELLANEOUS PROVISIONS

     18.1 Confidential Information.

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

     18.2 Uses of Premises.

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

     18.3 Independent Contractor.

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



                                       36
<PAGE>


representation  to any person or persons to the effect that the  Contractor,  or
any of its  agents,  representatives  or  Subcontractors,  is the  agent  of the
General Contractor.

     18.4 Contractor's Obligations.

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

     18.5 New Developments.

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

     18.6 Representations.

     18.6.1 Each party hereby represents to the other that:

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

     (b) the  consummation of the  transactions  contemplated by, and compliance
with all the terms and  provisions  of,  this  Agreement  will not  violate  any
provisions of such party's  Certificate of  Incorporation or Bylaws and will not
result  in a breach  of the terms and  provisions  of, or  constitute  a default
under, any other agreement or undertaking by such party or by which it or any of
its property is bound or any order of any court or administrative agency entered
in any proceedings in which it is or has been a party.

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

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

     (b) The unaudited  consolidated  balance  sheets of the  Contractor and its
affiliates  as at December 31, 1996,  and the related  statements  of income and
retained  earnings of the Contractor  for the fiscal year then ended,  copies of
which  have  been  furnished  to the  General  Contractor,



                                       37
<PAGE>


fairly  present the financial  condition of the Contractor and its affiliates as
of such dates and the results of operations of the Contractor and its affiliates
for the periods ended on such dates,  all in accordance with generally  accepted
accounting principles  consistently applied; and since such dates there has been
no material adverse change in such condition or operations.

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

     18.7 Rights Reserved by the General Contractor.

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

     18.8 Cumulative Remedies.

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

     18.9 Non-Waiver Clause.

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

     18.10 Severability.

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

     18.11 Amendments.

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


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<PAGE>


     18.12 Article and Section Headings.

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

     18.13 Notices.

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

     If to the General Contractor:                 If to the Contractor:

     Agro Power Development, Inc.                  NC Sturgeon, Inc.
     10 Alvin Court                                2800 Windecker
     E. Brunswick NJ 08816                         Midland, TX 79711
     Attn: President                               Attn: President
     Telecopy No.: (908) 254-1710                  Telecopy No.: (915) 561-5210

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

     18.14 English as Official Language.

All notices and other  communications  made and documents  developed pursuant to
this Agreement shall be in the English  language.  If this Agreement or any such
communications or documents are translated into any other language,  the English
version  shall control - In the event design work for any part of the Project is
performed in non-English  speaking  countries,  English-speaking  interpreter(s)
acceptable to the General  Contractor  shall be made available by the Contractor
at the  Contractor's  cost  during  all  telephone  conversations  and  meetings
involving the General Contractor and such non-English speaking persons providing
such work.

     18.15 Original and Counterparts.

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

     IN WITNESS WHEREOF, the duly authorized officers of the parties hereto have


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<PAGE>

executed*  this  Marfa  Texas  Project   Commercial  Packing  House  Design  and
Construction Contract, all as of the date and year first above written.


For Agro Power Development, Inc.                          For NC Sturgeon, Inc.
("General Contractor")                                    ("Contractor")


------------------------------                            ----------------------
Albert Van Zeyst, President

----------
*The duties and obligations of the General  Contractor and Contractor  contained
herein are  expressly  conditioned  on the Owner  successfully  closing the Loan
Transaction with the Project Lender discussed in Section 1.5, and review without
objections by Cogentrix Energy, Inc..



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<PAGE>


                                   APPENDIX A

                                   DEFINITIONS

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

"Acceptance" shall have the meaning set forth in Sections 6.6 and 6.7 hereof.

"Agreement" shall mean this Village Farms of Presidio,  L.P.  Greenhouse Project
Commercial  Design and Construction  Contract dated as of July 10 , 1998 between
APD Inc., and NC Sturgeon, Inc.

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

"Base Rate" means, for any period,  the fluctuating  rate of interest  announced
publicly by NatWest, N.A. in New Jersey from time to time as its base rate.

"Certificate  of Acceptance"  shall have the meaning set forth in Section 6.6 of
this Agreement.

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

"Certificate  of  Substantial  Completion"  shall have the  meaning set forth in
Section 6.5 of this Agreement.

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

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

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

"Contract  Deadline"  shall have the  meaning  set forth in Section  6.7 of this
Agreement.

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

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

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

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

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


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<PAGE>


"Final  Payment"  shall  have the  meaning  set forth in  Section  131.3 of this
Agreement.

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

"Contractor" shall mean NC Sturgeon, Inc.

"General Contractor "shall mean Agro Power Development

"Good  Commercial  Industry  Practices"  means the  practices,  methods and acts
(including  but not limited to the  practices,  methods  and acts  engaged in or
approved by a  significant  portion of the  commercial  industry  for  similarly
situated sites in the United States with characteristics similar to those of the
Packing  House  Construction)  that at a  particular  time,  in the  exercise of
reasonable  judgment,  would have been expected to accomplish the desired result
in a manner consistent with Laws, reliability, safety, environmental protection,
economy and expediency.

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

"Greenhouse"  shall mean the commercial  greenhouse of approximately 41 enclosed
acres of growing area to be designed and constructed by Others .

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

"Indemnified  Party"  shall have the meaning  set forth in Sections  14. 1.1 and
14.1.2 of this Agreement.

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

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

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

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

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

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


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<PAGE>


"Notice of Final  Completion" shall have the meaning set forth in Section 6.9 of
this Agreement.

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

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

"Owner"  shall  mean  Village  Farms of  Presidio,  L.P and its  successors  and
permitted assigns.

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

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

"Progress Payment" to shall have the meaning set forth in Section 13.1.2 of this
Agreement.

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

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

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

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

"Retainage"  shall  have  the  meaning  set  forth  in  Section  13.2.4  of this
Agreement.

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

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

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

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

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

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

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

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


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