Exhibit 10.100







                     VILLAGE FARMS FARMS OF PRESIDIO PROJECT

                              COMMERCIAL GREENHOUSE

                        DESIGN AND CONSTRUCTION CONTRACT

                                     between

                          AGRO POWER DEVELOPMENT, INC.

                                       and

                       DALSEM HORTICULTURAL PROJECTS B.V.

                                  May 11, 1998

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>      <C>      <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                                        2
         2.2.1    Familiarity with Conditions                                                     2
         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                                   3
         2.2.6    Training of Operators                                                           3
         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                                                              6
         2.3.7    No Alcohol or Controlled Substances on Site                                     7
         2.3.8    Miscellaneous Regulations                                                       7
         2.3.9    Access to Project Site                                                          7
         2.3.10   Site Logistics Plan                                                             7
         2.3.11   Functional and Design Verification Test Procedures                              7
         2.4      Submission of Reports                                                           7
         2.5      Obtaining Governmental Approvals and Private Rights-of-Way                      8
         2.6      Clean-up Responsibility                                                         8
         2.7      Patents, Copyrights and Royalties                                               8
         2.8      Further Assurances                                                              9
         2.9      Interfaces                                                                      9
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                                        i

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<TABLE>
<S>      <C>      <C>                                                                            <C>
ARTICLE 3.  GENERAL CONTRACTOR'S RESPONSIBILITIES

         3.1      Documents and Surveys                                                           9
         3.2      Rights-of-Way                                                                   9
         3.3      Required Approvals                                                              9
         3.4      Operations and Maintenance Personnel                                           10
         3.5      Hazardous Wastes                                                               10
         3.6      Notice of Defect                                                               11
         3.7      No Alcohol or Controlled Substances on Site; Miscellaneous Regulations         11
         3.8      Interfaces                                                                     11
         3.9      Utilities and Consumables During Project Start-Up                              11
         3.10     Utilities During Construction                                                  11
         3.11     Security During Construction                                                   11

ARTICLE 4.  SUBCONTRACTS

         4.1      Major Specialty Consultants, Subcontractors and Equipment Suppliers            12
         4.2      Purchase Orders and Subcontracts                                               12
         4.3      Payments to Subcontractors                                                     12
         4.4      No Privity with Subcontractors                                                 12

ARTICLE 5.  CONTRACT PRICE

         5.1      Contract Price                                                                 13
         5.2      Limitation of General Contractor's Liability                                   13

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

         6.1      Commencement of Work                                                           14
         6.2      Project Start-up                                                               14
         6.3      Substantial Completion                                                         14
         6.4      Notice of Substantial Completion                                               15
         6.5      Certificate of Substantial Completion                                          15
         6.6      Final Completion                                                               15
         6.7      Notice of Final Completion                                                     15
         6.8      Certificate of Final Completion                                                15

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

         7.1      General Contractor's Right                                                     16
         7.2      Project Revenues                                                               16
         7.3      Care, Custody and Control                                                      16
</TABLE>


                                       ii

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<TABLE>
<S>      <C>      <C>                                                                            <C>
ARTICLE 8.        LIQUIDATED DAMAGES FOR FAILURE TO MEET
                  SCHEDULE GUARANTEES
         8.1      Schedule Guarantees                                                            17
         8.1.1    Substantial Completion                                                         17
         8.2      Liquidated Damages for Failure to Achieve Substantial Completion               17
         8.3      Liquidated Damages Reasonable                                                  17
         8.4      Time for Payment                                                               17

ARTICLE 9.        SECURITY AND LIMITATION OF CONTRACTOR'S LIABILITY

         9.1      Security                                                                       18
         9.1.1    Letter of Credit                                                               18
         9.1.2    Release of Letter of Credit                                                    18
         9.2      Limitation of Contractor's Liability                                           18
         9.2.1    Consequential Damages                                                          18

ARTICLE 10.  WARRANTIES AND GUARANTEES

         10.1     Materials and Workmanship                                                      19
         10.2     Vendor and Supplier Warranties                                                 19
         10.3     Engineering and Design                                                         20
         10.4     No Liens                                                                       20
         10.5     Limitation of Warranties                                                       20

ARTICLE 11.  FORCE MAJEURE

         11.1     Force Majeure Events                                                           20
         11.2     Limitation of Default                                                          21
         11.3     Excused Performance                                                            21
         11.4     Right to Terminate for Force Majeure                                           21

ARTICLE 12.  CHANGES IN THE PROJECT AND SUSPENSION

         12.1     Changes                                                                        22
         12.1.1   Procedure for Changes                                                          22
         12.1.2   Change Orders                                                                  23
         12.1.3   No Changes Due to Contractor Error                                             23
         12.2     Other Changes                                                                  23
         12.2.1   Changes in Laws, Approvals or Rights-of-Way                                    23
         12.2.2   Changes Due to Delays in Interfaces or Force Majeure Events                    23
         12.3     Modifications                                                                  23
         12.4     Contract Price Change                                                          24
         12.5     Continued Performance Pending Resolution of Disputes                           24
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<TABLE>
<CAPTION>
ARTICLE 13.  PAYMENTS TO CONTRACTOR

<S>      <C>      <C>                                                                            <C>
         13.1     Initial Payment                                                                24
         13.2     Monthly Progress Payments                                                      25
         13.3     Waiver and Release of Liens                                                    26
         13.4     Payment Upon Completion                                                        26
         13.5     Payment or Use Not Acceptance                                                  26
         13.6     Waiver by General Contractor                                                   27
         13.7     Waiver by Contractor                                                           27
         13.8     Security for Payment                                                           27
         13.9     Release of Letter of Credit                                                    27

ARTICLE 14.  INDEMNITY, INSURANCE AND WAIVER OF SUBROGATION

         14.1     Indemnity                                                                      28
         14.2     Contractor's Insurance                                                         28
         14.3     Property Insurance Loss Adjustment                                             30
         14.4     Waiver of Subrogation                                                          30
         14.5     Subcontractor Insurance                                                        30
         14.6     General Contractor's Insurance                                                 31
         14.7     No Effect on Liability                                                         31

ARTICLE 15.  TERMINATION

         15.1     Termination By General Contractor for Cause                                    31
         15.2     Termination Upon Bankruptcy                                                    32
         15.3     Termination Due to Event of Force Majeure                                      33
         15.4     Liquidated Damages for Early Termination                                       33

ARTICLE 16.  ASSIGNMENTS AND CHOICE OF LAW

         16.1     No Assignment by Contractor                                                    34
         16.2     Assignment by General Contractor                                               34
         16.3     Extension to Successors and Assigns                                            34
         16.4     Choice of Law                                                                  35

ARTICLE 17.  DRAWINGS, DOCUMENTS AND MATERIALS

         17.1     General Contractor's Review                                                    35
         17.1.1   Submittal of Documents                                                         35
         17.1.2   Return of Plans and Drawings                                                   35
         17.2     Contractor's Duty                                                              36
         17.3     Final Documents and All Other Documents Furnished                              36
         17.4     Ownership of Drawings and Documents                                            36
         17.4.1   Property of General Contractor                                                 36
         17.4.2   Reuse of Documents by General Contractor                                       36
         17.5     Ownership of Materials                                                         36
</TABLE>


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<TABLE>
ARTICLE 18.  MISCELLANEOUS PROVISIONS

<S>      <C>      <C>                                                                            <C>
         18.1     Confidential Information                                                       37
         18.2     Uses of Premises                                                               37
         18.3     Independent Contractor                                                         37
         18.4     Contractor's Obligations                                                       38
         18.5     New Developments                                                               38
         18.6     Representations                                                                38
         18.7     Rights Reserved by the General Contractor                                      39
         18.8     Cumulative Remedies                                                            39
         18.9     Non-Waiver Clause                                                              39
         18.10    Severability                                                                   39
         18.11    Amendments                                                                     40
         18.12    Article and Section Headings                                                   40
         18.13    Notices                                                                        40
         18.14    English as Official Language                                                   40
         18.15    Original and Counterparts                                                      41
</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

         EXHIBIT 2                     Detailed Technical Description
                                       16 April 1998

                                       vi

<PAGE>



                              MARFA 2 TEXAS PROJECT
                              COMMERCIAL GREENHOUSE
                        DESIGN AND CONSTRUCTION CONTRACT


     This MARFA TEXAS  PROJECT  COMMERCIAL  GREENHOUSE  DESIGN AND  CONSTRUCTION
CONTRACT dated as of May 11, 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  Dalsem
Horticultural Projects B.V., a Netherlands corporation with offices at Woudseweg
9, 2635 CG Den Hoorn, The Netherlands (the "Contractor").

                                    RECITALS

     A. The General  Contractor  intends to build and  operate an  approximately
26.3 acre 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 design, engineering, procurement, construction
start-up and demonstration of performance of the Greenhouse.

     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 design, engineering,  procurement, construction start-up,
demonstration  of  performance  and  personnel  training,  with  respect  to the
Greenhouse,  all in strict accordance with, and for the Contract Price stated in
this Agreement. The Greenhouse, 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  Greenhouse  Design And  Construction
Contract,  including  Appendices  A-M (as the same may be amended by Changes and
Modifications); and


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     (b) Scope of Work  attached  hereto as  Schedule  I, II and III, as well as
Exhibit II (as the same may be amended by Changes and Modifications,  the "Scope
of Work").

Appendices  A through M and  Schedule  I, II and III,  as well as Exhibit II 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.

If a  financial  closing  has not  occured  by June 30,  1998  then the  General
Contractor has the right to terminate this contract.

     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 Work. The General  Contractor shall have the right,
in accordance herewith, to review and



                                       8
<PAGE>


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  as based  upon the  soil  examination  report  provided  by  General
Contractor,   subsurface   conditions  and  terrain  to  be   encountered,   (v)
transportation  facilities,  (vi) the conditions of the roads, (vii) the kind of
facilities  required before and during  construction  of the Greenhouse,  (viii)
labor conditions,  (ix) the local weather conditions based upon previous weather
data, and (x) all other matters which a prudent contractor should have delivered
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  (ix) 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  Greenhouse and
provide  all  labor,   equipment,   materials,   supplies  and  tools  for  such
performance. The Contractor shall



                                       9
<PAGE>


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  Greenhouse.  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 Greenhouse  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  Greenhouse.  The  Contractor  shall
provide the General  Contractor thirty (30) days prior written notice of the day
it will commence training of Greenhouse 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),  and  applicable  Laws  including  without
limitation  zoning,  environmental  protection,  use and land use,  building and
safety laws,  ordinances and regulations  with the assitance and guidance of the
General Contractor.

     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  with the
assistance  and  guidance  of the  General  Contractor,  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:

     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



                                       10
<PAGE>


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  with the  assitance  and
guidance of the General  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 with the assistance and guidance of
the  General  Contractor  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  design,   engineering,
procurement and  construction,  start-up and functional and design  verification
tests of the  Greenhouse  because  of  gross  receipts  taxes or  contributions,
costums duty, import duty and similar taxes, duties and contributions imposed by
any taxing  authority upon materials,  supplies and equipment to be incorporated
in the Project.  The Contractor  shall pay all such gross receipt taxes,  duties
and  contributions,  and indemnifies  the General  Contractor from any liability
therefor.  The  General  Contractor  shall  reimburse  Contractor  for any gross
receipt taxes, if any. Reimbursement for U.S. Costums import duties will only be
made if the import duties change due to a change in USA Costums regulations. The
parties  agree  that  under  current  USA  Customs   practice  and  pursuant  to
International  convention the materials to be  incorporated in the work shall be
coded  as  follows:   9817.00.50   "Complete  greenhouse  for  agricultural  and
horticultural  use,  which at the execution  hereof has an import duty of 0.0%".
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.


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<PAGE>


     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 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.


                                       12
<PAGE>


     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.



                                       13
<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.


                                       14
<PAGE>



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

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  hasobtained
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
Greenhouse.

     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  Greenhouse,  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  Greenhouse,
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



                                       15
<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 Greenhouse,  to
the extent such items are not part of the Work.  These  interfaces shall include
but not be limited to the interconnections of the Greenhouse with the Greenhouse
and utilities,  either similar or dissimilar,  required to assure operability of
the  Greenhouse.  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  Greenhouse  and for ingress and
egress of the Contractor  necessary to construct the Greenhouse 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.



                                       16
<PAGE>



<PAGE>



     3.4 Operations and Maintenance Personnel.

At least four (4) weeks in advance of Project Start-Up,  the General  Contractor
shall cause the Greenhouse Lessee to hire personnel to be trained and to perform
operations  and  maintenance  of the  Greenhouse  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.Should the General Contractor need to remove or dispose any debris, soil
or other  materials  consisting or  contaminated  by hazardous waste outside the
responibility of the Contractor and its sub-contractors,  the General Contractor
shall be liable and shall hold the  Contractor  harmles  against  all claims for
damages  directly  or  indirectly  resulting  from the non,  late or  imcomplete
removal or disposal of such debris, soil or other materials.


                                       17
<PAGE>


     3.6 Notice of Defect.

If the General Contractor becomes aware of any fault or defect in the Greenhouse
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 Greenhouse or to
compare the Greenhouse  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  Greenhouse  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  Greenhouse  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.

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.

     3.11 Security During Construction.

During the period of construction,  the General Contractor shall have night time
security  on site,  at it's  expense.  Fencing  shall be  installed  around  the
perimeter of the site.


                                       18
<PAGE>


ARTICLE 4  SUBCONTRACTS

     4.1 Major Specialty Consultants, Subcontractors and Equipment Suppliers.

Set forth in Appendix G and in the Scope of Work are lists of all 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 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.



                                       19
<PAGE>


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 Nine Million
Five Hundred Sixteen  Thousand  Seventy Three ( 9,516,073)  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 forty (40) days' prior written  notice of
the expected  commencement of Project Start-up.  At least thirty (30) days prior
to the expected  commencement of Project  Start-up,  the 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.



                                       20
<PAGE>


     6.3 Substantial Completion.

The Contractor shall achieve Substantial  Completion of the Project on or before
August 15, 1998 (the "Substantial  Completion Deadline"),  providing that Notice
to Proceed has been issued on or before April 15,  1998.  Time is of the essence
with respect to such deadline.  "Substantial  Completion" shall mean (a) Phase 1
Substantial  Completion has been achieved;  (b) the Contractor has completed all
other Work on the Project under this Agreement except for the balance of Project
startup and clean up; (c) the items  identified  on the Phase 1 Punch-List  have
been completed by the Contractor and approved by the General  Contractor;  (d) (
General  Contractor has  acknowledged  to the Contractor that the functional and
design verification tests have been successfully  completed;  (e) the Contractor
has delivered to the General  Contractor  another  punch-list  relating to those
areas of the Greenhouse other than the Headhouse,  and consisting of minor items
that are not  essential  to the safe and  prudent  operation  of the  Greenhouse
(collectively with additional items identified by General Contractor, the "Final
Punch-List"),  which Final Punch-List shall not have an aggregate cost exceeding
$40,000,  none of which shall include items normally required for the growing of
a tomato crop and/or  interfere  with the proper  performance  of the greenhouse
systems;  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) through (e) of Section
6.6 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.


                                       21
<PAGE>

     6.6 Final Completion.

The  Contractor  shall  achieve  Final  Completion  of the  Project on or before
September 1, 1998 (the  "Contract  Deadline") , providing that Notice to Proceed
has been issued on or before April 15, 1998. Time is of the essence with respect
to such  deadline.  "Final  Completion"  shall mean (a) both Phase 1 Substantial
Completion and Substantial  Completion have been achieved;  (b) Project Start-up
has been completed;  (c) the items  identified on the Final Punch-List have been
completed by the Contractor and approved by the General Contractor; (d) clean-up
has been completed; (e) the General Contractor has delivered to the Contractor a
Certificate of Final Completion.

     6.7 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").

     6.8 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 (e) of Section 6.6
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 6.7.  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.

                                       22
<PAGE>


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

     7.1 General Contractor's Right.

The parties  currently  contemplate  that the  Greenhouse  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
Greenhouse  Operator may occupy any portion of the Greenhouse which is complete.
Moreover,  at any time  forty-five  (45) days after the  Substantial  Completion
Milestone,  the General  Contractor shall have the right to place the Greenhouse
in Commercial Operation,  whether or not the Contractor has achieved Substantial
Completion.  After the General  Contractor  shall have placed the  Greenhouse in
Commercial Operation, the General Contractor shall so notify the Contractor, and
the Greenhouse Operator shall thereafter operate the Greenhouse.  The placing of
the  Greenhouse  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  Greenhouse  in  Commercial
Operation prior to Substantial  Completion,  the General Contractor shall afford
the  Contractor  reasonable  access to the  Greenhouse 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 Greenhouse.

     7.3 Care, Custody and Control.

Care,  custody and control of the  Greenhouse  shall pass from the Contractor to
the General  Contractor  upon the  issuance of the  Certificate  of  Substantial
Completion,  or upon General  Contractor's  election to place the  Greenhouse 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 placing of the  Greenhouse  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  Greenhouse  to
General Contractor.



                                       23
<PAGE>


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.

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 $7,500 per day for each day that Substantial  Completion
is  delayed  beyond  the  Substantial  Completion  Deadline  for  a  maximum  of
forty-five (45) days.

     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 Greenhouse.

     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.

                                       24
<PAGE>



ARTICLE 9 SECURITY AND LIMITATION OF CONTRACTOR'S LIABILITY

     9.1 Security

     9.1.1 Letter of Credit.The  Contractor  shall furnish,  at the Contractor's
expense,  an irrevocable  standby letter of credit in the amount of Nine Hundred
Fifty  One  Thousand  Six  Hundred  Seven   (951,607)   Dollars,   securing  the
Contractor's  faithful  performance  of this  Agreement  and the  payment of all
obligations of the Contractor  arising  hereunder  (including but not limited to
liquidated damages pursuant to Article 8 hereof).  The letter of credit shall be
from a  financial  institution  and in form and  substance  satisfactory  to the
General  Contractor and the Project Lender. The expiration date of the letter of
credit shall be no less than sixty (60) days beyond the Final  Completion  date.
The letter of credit shall be delivered at or before the financial  closing with
the Project Lender.  The General  Contractor shall have the right to draw on the
letter of credit to satisfy  claims  against the  Contractor  resulting from the
Contractor's default in the performance of its duties and obligations  hereunder
and fails to remedy such breach in  accordance  with Article 15 or  Contractor's
performance is terminated in accordance with Article 15.1 or 15.2. The letter of
credit will provide that payment  thereunder  will be made two (2) business days
after presentation of a draw down draft.

     9.1.2  Release of Letter of Credit.  General  Contractor  shall release the
letter of credit  required under Section 9.1.1 upon the occurrence of any of the
following  events:  (i) issuance of the  Certificate of Final  Completion:  (ii)
termination  by  the  General  Contractor  pursuant  to  Section  15.3  of  this
Agreement;  or (iii) within ten (10) days after  termination  by the  Contractor
pursuant to Section15.3 hereof.  However,  General Contractor's obligation under
this  Section  9.1.2 to release  the letter of credit  shall not  prejudice  the
claims, if any, of General  Contractor  secured thereby which have accrued prior
to  Final  Completion  or  termination,  as the  case  may be,  and the  General
Contractor  shall  remain  entitled  to draw  down on the  letter  of  credit in
accordance  with this  Agreement  to  satisfy  such  claims at any time prior to
release of the letter of credit to the contractor.

     9.2 Limitation of Contractor's Liability.

     9.2.1 Consequential  Damages.  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,  except to the
extent such damages may be deemed included within the liquidated damages payable
pursuant to Sections 8.2 and 8.3 hereof.


                                       25
<PAGE>

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  Greenhouse  Lessee's  failure to comply with
prudent  operating  and  maintenance  practices  in  the  commercial  Greenhouse
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
Greenhouse 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 Greenhouse 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



                                       26
<PAGE>


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 other encumbrances or preferential arrangements,
including  without  limitation,  the  lien  or  retained  security  title  of  a
conditional vendor ("Liens"), and that none of the 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   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  including  but not  limited to the refusal of visa work permit due to
changes in the government occuring after this contract date; failure,  threat of
failure or  sabotage  of  equipment  supplied by



                                       27
<PAGE>


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 explieitly  excluded as Force
Majeure Events except when outside the responsibility of the contractor.

     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 12.2.2 hereof.


                                       28
<PAGE>


ARTICLE 12  CHANGES IN THE PROJECT AND SUSPENSION

     12.1 Changes.

At any time and from time to time prior to the  issuance of the  Certificate  of
Final Completion, the 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 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.


                                       29
<PAGE>


     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 Interfaces or Force Majeure Events.  In the
event and to the extent that (i)  completion of  interfaces or  interconnections
with third parties are delayed due to causes beyond  control of the  Contractor,
and  Contractor's  performance is adversely  affected  thereby,  or (ii) 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 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, Phase 1 Substantial Completion Deadline the
Substantial Completion Deadline, and the Contract Deadline.


                                       30
<PAGE>



     12.4 Contract Price Change.  A Contract Price increase,  if any,  resulting
from a Change in the Project shall be determined in one or more of the following
ways and paid by the 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.

ARTICLE 13 PAYMENTS TO CONTRACTOR

     13.1 Initial Payment.

Promptly after issuance of the Notice to Proceed, the Contractor shall submit to
the General Contractor an invoice and supporting  documentation in the amount of
Nine Hundred  Fifty One  Thousand  Six Hundred  Seven  ($951,607)  Dollars.  The
General Contractor shall pay such invoice, less Retainage, by bank wire transfer
within two (2) days  after  either (a)  receipt  of the  Contractor's  letter of
credit required under Section 9.1.1.  or (b) financial  closing with the Project
Lender, whichever is later.

     13.2 Monthly Progress Payments.

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

     13.2.1 On or before the tenth day of each calendar month beginning with the
first month  following  receipt of the initial  payment under Section 13.1,  the
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


                                       31
<PAGE>


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 or has been  shipped by vessel,  in which case  Contractor  can include the
value of those  materials,  supported by an On Board Bill Of Lading and proof of
110% Marine Insurance,  showing Buyer as beneficiary.  Similarly, the Contractor
will not  include in such  Application  for  Payment a bill for labor until such
labor has been performed.

     13.2.2 The General Contractor shall pay to the Contractor, twenty (20) days
after receipt of the Application for Payment,  the amount determined pursuant to
Section 13.2.1 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 13.2.3.

     13.2.3 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  13.2.2 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 13.2.3 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.

     13.2.4 "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 and 13.2.  It is agreed that the  Retainage  pertaining to Phase 1
shall be released to the  Contractor  upon  issuance of  Certificate  of Phase 1
Substantial  Completion  by the  General  Contractor..  All  Retainage  shall be
retained by the General  Contractor  and paid by the General  Contractor  to the
Contractor in accordance with Section 13.4.

     13.2.5  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  13.2.3,  and it is  subsequently
determined that such  withholding was not justified  hereunder,  interest on any
unpaid  amount shall accrue from the due date at the lesser of (a) the Base Rate
plus two percent (2%) per annum or (b) the maximum permitted legal interest rate
at the time prevailing and applicable thereto.

     13.2.6 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



                                       32
<PAGE>


yet unpaid. The General Contractor is obliged to inform Contractor officially of
such  retentions  or  payments  within 10 days  before  payment  is due or being
transferred.

     13.2.7 As promptly as possible after the Notice to Proceed,  the Contractor
shall send the General  Contractor  and Project  Lender a notice  specifying all
Greenhouse  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 Greenhouse equipment described in the
notice,  and  shall  send the  General  Contractor  and the  Contractor  written
confirmation of the same.

     13.3 Waiver and Release of Liens.

The  Contractor  shall  protect  and keep free an clear from Liens the land upon
which the Facility is to be  constructed,  and any and all interests and estates
therein, and all improvements and materials arising out of or in connection with
performance  by  the  Contractor,   or  Subcontractor,   including  services  or
furnishing of any materials  hereunder.  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 but
no later  than  thirty  (30)  days  after  notification  , 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.

     13.4 Payment Upon Completion.

Upon delivery of the  Certificate of Final  Completion,  the General  Contractor
shall pay the unpaid  Retainage  due to the  Contractor  within thirty (30) days
(the "Final Payment").

     13.5 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.



                                       33
<PAGE>


     13.6 Waiver by General Contractor.

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.

     13.7 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.

     13.8 Security for Payment.

The General  Contractor shall furnish,  at the General  Contractor's  expense, a
standby  letter of credit with  request to  confirmation  of --% of the contract
value (, securing the payment of all  obligations  of the General  Contractor to
pay for all materials supplied by the  contractor(excluding  the initial payment
pertaining to these  materials).  The letter of credit shall be from a financial
institution and in form and substance satisfactory to the contractor. The letter
of credit  shall be  delivered  at or  before  the  making of the first  monthly
payment to the  Contractor  pursuant to Section 13.2. or at the latest with time
drafts according to the planning. The letter of credit will provide that payment
thereunder will be made two (2) business days after  presentation of a draw down
draft. The letter of credit will allow for partial draws.

     13.9 Release of Letter of Credit.

The letter of credit shall provide that the  Contractor  may present a draw down
draft after all remedies  provided under this  Agreement,  specifically  Section
13.2.3,  have been complied with and the General  Contractor  has refused to pay
any  Application  for Payment.  Payment of any disputed  amount  pursuant to the
letter of credit shall have no effect on the parties  respective  position  with
respect to such  disputed  amount and shall not limit the  General  Contractor's
remedies for any breach of the provisions of this Agreement.


                                       34
<PAGE>


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,  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  (100%) of the  deductible  amounts
with respect to the Builder's Risk  Insurance  described in Section 14.6 hereof,
up to a cap of Twenty-Five  Thousand ($25,000) Dollars per occurrence for claims
pertaining to items in the Contractor's  scope, except that Contractor shall not
be responsible  for any portion of the deductible for delay in start-up.  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.


                                       35
<PAGE>

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
                                                   limit, per occurrence

Excess Liability                                   $2,500,000 per occurrence

Marine Insurance                                   110% value of shipment

     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;


                                       36
<PAGE>


         (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 sixty (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 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



                                       37
<PAGE>


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
$2.500,000.  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:

     (a) at any time prior to issuance of the  Certificate of Final  Completion,
the  Contractor  shall  abandon or  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
(ii) 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


                                       38
<PAGE>


     (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 in
case of a  situation  as  described  under (a) or (b) be  liable to the  General
Contractor for any and all  justifiable  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.  Should the termination of the Project amount
less than the unpaid  portion of the Contract Price  (including the  Retainage),
the  surplus of the unpaid  portion of the  Contract  Price shall be paid to the
Contractor immediately.  In case of situation (c), the General Contractor is not
allowed to withhold a higher  amount than $120,000 as referred to in article 6.3
and 6.6. The unpaid portion of the Contract Price (including the Retainage) that
exceeds  $120,000  shall be  immediately  paid to the  Contractor.  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 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.

Termination due to the failure in the project's financial closing.


                                       39
<PAGE>


The General Contractor shall pay for all executed labour and delivered materials
including  but not limited to the  materials  in transfer  according  the normal
progress payment schedule procedure described in this contract.



                                       40
<PAGE>


     15.3 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 (ii) 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  15.3  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
15.3, 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.

     15.4 Liquidated Damages for Early Termination.

If Contractor is terminated by eith3er Section 15.1 or 15.2 hereof,  the General
Contractor may exercise the following remedies:

     (a)  Draw down on  Contractor's  letter of credit  provided  under  Section
          9.1.1 for the full amount of the letter of credit.

     (b)  General  Contractor  will be  entitled  to  keep  any  amounts  of the
          Retainage at the time of termination.

After Final  Completion of the Project,  consideration  of all Project Costs and
Liquidated  Damages,  General  Contractor  will refund any remaining  amounts to
Contractor.  Actions by the General Contractor provided for in this Section 15.4
will not  relieve  Contractor  from it's  obligations  under  this  Construction
Contract.


                                       41
<PAGE>



ARTICLE 16 ASSIGNMENTS AND CHOICE OF LAW

     16.1 No Assignment by Contractor.

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
Greenhouse; 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.


                                       42
<PAGE>


     16.4 Choice of Law.

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

ARTICLE 17 DRAWINGS, DOCUMENTS AND MATERIALS

     17.1 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 Greenhouse  plans and
drawings,  which shall  include,  but not be limited  to,  plot  plans,  general
arrangements   drawings,   architectural  drawings  including  Headhouse  layout
drawings,  piping and instrumentation diagrams, and electrical one-line diagrams
of  the  Greenhouse  (collectively,   the  "Plans  and  Drawings'),  and  design
calculations   for  the  Greenhouse.   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



                                       43
<PAGE>


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 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 Greenhouse,  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
Greenhouse 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.


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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  Greenhouse  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 Greenhouse shall remain the sole property of their
respective  owners.  The Contractor shall deliver to the General  Contractor all
instruments  necessary  to  transfer  title to the  Greenhouse,  including  such
materials and equipment, upon Final Payment.

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



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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 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):


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<PAGE>


     (a) The Contractor is a corporation duly incorporated, validly existing and
in good  standing  under the laws of the  Country  of the  Netherlands  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, 1997,  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,  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



                                       47
<PAGE>


enforceability of the remaining provisions, or portions or applications thereof,
shall not be affected thereby.


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<PAGE>


     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.

     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.             Dalsem Horticultural Projects B.V.
     10 Alvin Court                           Woudseweg 9
     E. Brunswick NJ 08816                    2635 CG Den Hoorn, Netherlands
     Attn: President                          Attn: President
     Telecopy No.: (908) 254-1710             Telecopy No.: 01131-152695888

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.


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<PAGE>


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


For Agro Power Development, Inc.              For Dalsem Horticultural Projects,
                                              B.V.
("General Contractor")                        ("Contractor")


-------------------------------               ----------------------------------
Albert Vanzeyst, President                    J.P. Dalsem, Sales Director




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