Exhibit 10.62

                                                                  EXECUTION COPY



                           COMMERCIAL GREENHOUSE LEASE

                                       and

                               OPERATING AGREEMENT

                                     between

                         OXBOW POWER OF NORTH TONAWANDA,
                                 NEW YORK, INC.



                                       and



                        VILLAGE FARMS OF WHEATFIELD, INC.

                                  July 22, 1992





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                                TABLE OF CONTENTS



RECITALS         .............................................................2

AGREEMENT        .............................................................2

ARTICLE I.       DEFINITIONS..................................................2

ARTICLE II.      EXTENT OF AGREEMENT..........................................6

ARTICLE III.     TERM OF AGREEMENT............................................6

ARTICLE IV.      CONSTRUCTION OF THE FACILITY, THE GREENHOUSE
                 AND THE PIPELINE.............................................7

ARTICLE V.       GREENHOUSE LEASE.............................................10

ARTICLE VI.      OPERATION OF THE GREENHOUSE..................................18

ARTICLE VII.     OPERATING EXPENDITURES.......................................22

ARTICLE VII.     SECURITY FOR PERFORMANCE.....................................24

ARTICLE IX.      CLAM AND LAWSUITS............................................24

ARTICLE X.       DELIVERY AND USE OF THERMAL ENERGY...........................24

ARTICLE XI.      REPRESENTATIONS WARRANTIES AND
                 COVENANTS....................................................27

ARTICLE XII.     DEFAULT AND REMEDIES.........................................29

ARTICLE XII.     FORCE MAJEURE................................................31

ARTICLE XIV.     ASSIGNMENT...................................................31

ARTICLE XV.      NOTICES......................................................32

ARTICLE XVI.     COMPLIANCE WITH LAWS AND REGULATIONS.........................32

ARTICLE XVII.    NON-WAIVER...................................................34

ARTICLE XVIII.   INDEPENDENT PARTIES..........................................34

ARTICLE XIX.     APPROVAL BY PROJECT LENDER...................................34

ARTICLE XX.      NON-DEDICATION OF FACILITY...................................34

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ARTICLE XXI.     SURVIVAL OF OBLIGATIONS......................................34

ARTICLE XXII.    FURTHER ASSURANCES...........................................34

ARTICLE XXIII.   LIMITATION OF LIABILITY......................................34

ARTICLE XXIV.    CONFIDENTIALITY..............................................35

ARTICLE XXV.     INTERPRETATION...............................................35

ARTICLE XXVI.    SEVERABILITY AND RENEGOTIATION...............................36

ARTICLE XXVIII.  COUNTERPART'S................................................36

ARTICLE XXVIII.  SUBORDINATION TO OWNER'S MORTGAGES...........................36

ARTICLE XXIX.    RECORDING....................................................36

EXHIBIT A        DESCRIPTION OF GREENHOUSE AND GREENHOUSE SITE

EXHIBIT B        DETERMINATION OF NET PROCEEDS

EXHIBIT C        SCHEDULE OF CANCELLATION CHARGES

EXHIBIT D        SITE PLAN SHOWING PIPELINE AND POINT'S OF INTERCONNECTION

EXHIBIT E        ESTIMATE OF TOTAL CAPITAL COSTS

EXHIBIT F        SPECIFICATIONS FOR CONDENSATE

EXHIBIT G        CONTENTS OF OPERATING PLAN

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               COMMERCIAL GREENHOUSE LEASE AND OPERATING AGREEMENT

     This COMMERCIAL GREENHOUSE LEASE AND OPERATING AGREEMENT (this "Agreement")
is  entered  into as of July  22,  1992 by and  between  Oxbow  Power  of  north
Tonawanda,  New York, Inc., a Delaware corporation ("Owner"),  and Village Farms
of Wheatfield, Inc., a New York corporation ("Operator").

                                    RECITALS

     WHEREAS, Owner intends to construct,  own and operate a nominal 55-megawatt
natural gas-and  oil-fired  cogeneration  facility  located in the City of North
Tonawanda, Niagara County, New York (the "Facility"); and

     WHEREAS,  the Facility  must be a "Qualifying  Facility"  under the federal
Public Utilities  Regulatory  Policies Act of 1978 ("PURPA"),  and a "Qualifying
Cogeneration  Facility"  under New York law,  in order to enjoy the benefit of a
certain  agreement for the sale of electricity  between Owner and Niagara Mohawk
Power Corporation; and

     WHEREAS,  in order to so qualify,  certain thermal energy from the Facility
must be utilized  outside the electricity  generating  process,  in this case by
providing thermal energy to a greenhouse  complex of approximately 12.5 enclosed
acres of  growing  area to be  developed,  constructed  and  owned by Owner  and
located in the Town of Wheatfield, New York (the "Greenhouse"); and

     WHEREAS,  Owner and  Operator  desire that  Operator  lease and operate the
Greenhouse as hereinafter set forth;

     NOW, THEREFORE,  in consideration of the premises and the covenants herein,
and for other  good and  valuable  consideration,  Operator  and Owner  agree as
follows:

                                    AGREEMENT

ARTICLE I. DEFINITIONS

     As used in this  Agreement,  the  following  terms shall have the following
meanings:

     1.1  "Acceptance"  shall  have the  meaning  set  forth  in the  Greenhouse
Construction Contract.

     1.2 "Affiliate"  shall mean any person,  corporation,  partnership or other
entity  which  directly  or  indirectly  owns,  is owned  by or is under  common
ownership with Owner, Operator or Project Lender as the case may be.

     1.3 "Agreement"  shall mean this Commercial  Greenhouse Lease and Operating
Agreement,  as it may be  supplemented  and amended from time to time,  together
with any exhibits and attachments hereto.

     1.4  "Auxiliary  Boiler"  shall  mean  the  dual-fueled  (natural  gas- and
oil-fired)  auxiliary  boiler or back-up hot water  heaters to be  installed  by
Owner in the  Greenhouse  to  provide  an  alternative  source  of a  sufficient
quantity of Thermal Energy for use in the Greenhouse.

     1.5  "Condensate"  shall mean water which results from the  condensation of
Thermal Energy delivered to the Heat Exchange System.  Condensate shall meet the
quality specifications set forth in Exhibit "F" to this Agreement.

     1.6 "Date of  Commercial  Operation"  shall  mean the later of  Substantial
Completion, Acceptance or December 1, 1993.

     1.7 "Facility" shall mean the cogeneration plant to be constructed by Owner
in the City of North Tonawanda,  Niagara County, New York, to produce electrical
and  thermal  energy,  together  with  all  appurtenant  structures,  equipment,
piping,, wiring,  controls,  interconnection  facilities,  and all additions and
replacements thereto, other than the Pipeline and Greenhouse.

     1.8 "Fixed  Rent"  shall have the  meaning set forth in Section 5.3 of this
Agreement.

     1.9 "Force  Majeure" shall mean any event beyond the reasonable  control of
the Party seeking relief under Article XIII hereof,  and which with the exercise
of  reasonable  diligence  such Party,  is unable to prevent,  including but not
limited to the following: an act of God, act of the public enemy, war, blockade,
riot, civil disturbance,  lightning, fire, storm, flood, earthquake,  explosion,
sabotage, major equipment break-down if not due to the negligence of such Party,
delays in delivery of  materials  or work from  contractors,  subcontractors  or
suppliers,  including  but not limited to fuel  suppliers,  beyond such  Party's
reasonable  control,  action by the Utility,  and any circumstance that would in
the  reasonable  opinion of such Party  endanger  persons or property.  Economic
hardship and strikes,  work  stoppages  and other labor  disturbances  shall not
constitute Force Majeure.

     1.10 "Gas Sale Agreement' shall mean the Amended and Restated Off-Peak Firm
Natural Gas Sales  Agreement  dated  November 5, 1991 between Owner and National
Fuel, as the same may be supplemented and amended from time to time.

     1.11  "Governmental  Authority"  shall mean any federal,  state or local or
administrative  body or court or any  person  or  entity  authorized  to make or
enforce laws or regulations.

     1.12  "Greenhouse"  shall  mean the  commercial  greenhouse  consisting  of
approximately  12.5  enclosed  acres of  growing  area,  together  with work and
storage buildings,  heat, light, irrigation,  growing and packing systems, to be
constructed and owned by Owner on the Greenhouse Site in the Town of Wheatfield,
Niagara County, New York.

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     1.13  "Greenhouse  Construction  Contract" shall mean the contract  between
Owner and the Greenhouse Contractor for the design,  procurement and erection of
the Greenhouse.

     1.14 "Greenhouse  Contractor"  shall mean the third party retained by Owner
to  design,  procure  and  erect  the  Greenhouse  pursuant  to  the  Greenhouse
Construction Contract.

     1.15  "Greenhouse  Site" shall mean the property on which the Greenhouse is
to be situated, as is more fully described in Exhibit "A" hereto.

     1.16 "Hazardous Materials" means (i) any chemical,  material,  substance or
waste  now or in  the  future  defined  as or  included  in  the  definition  of
"hazardous  substances,"  "hazardous wastes," "hazardous  materials," "extremely
hazardous waste,"  "restricted  hazardous  waste,' "special waste,"  `infectious
waste," "solid waste," or "toxic  substances" or any other formulation  intended
to define,  list,  classify or characterize  substances by reason of deleterious
properties  such  as  ignitability,  corrosivity,  reactivity,  carcinogenicity,
toxicity,  reproductive toxicity,  "TCLP toxicity," or "EP toxicity" or words of
similar  import under any  applicable  local,  state or federal law or under the
regulations  adopted or  publications  promulgated  pursuant  thereto,  (ii) any
flammable  substances  or  explosives,  (iii) any  radioactive  materials,  (iv)
asbestos in any form which is or could  become  friable,  (v) urea  formaldehyde
foam  insulation,  (vi)  pesticides,  (vii) petroleum or petroleum  products and
(viii)  any  other  chemical,  material  or  substance,  exposure  to  which  is
prohibited, limited or regulated by any governmental authority or poses a hazard
to the  health  and  safety  of  Owner,  Operator,  the  employees,  agents  and
contractors  of  either,  the  public or the  environment,  any  persons  in the
vicinity of the Greenhouse, or consumers of the products of the Greenhouse.

     1.17 "Heat Exchange  System" means the system of heat  exchangers,  piping,
values,  pumps and controls which extract Thermal Energy from steam or hot water
delivered by the Pipeline and returns  Condensate  to the Pipeline for return to
the Facility.

     1.18  "Initial  Delivery  Date"  shall mean the date on which  Owner  first
delivers or is capable and offers in writing to deliver Thermal Energy, in other
than test or startup quantities, to the Greenhouse.

     1.19 "Leased Premises" shall mean the Greenhouse and the Greenhouse Site.

     1.20 "Lease  Year" shall mean,  except as to the first Lease Year, a period
of twelve (12)  consecutive  calendar months  commencing  January 1 of each such
year. The first Lease Year shall commence on the latest of December 1, 1993, the
date of  Substantial  Completion or the date of  Acceptance,  and shall continue
until December 31, 1994.

     1.21  "Major  Default"  shall mean (i) with  respect to  Operator,  (A) the
contractually unexcused failure of Operator to operate the Greenhouse materially
in accordance  with the Operating Plan, (B) Operator's  contractually  unexcused
failure to pay Owner fixed or variable rental payments  hereunder,  after taking
into account any applicable grace period, (C) Operator's contractually unexcused
failure  to use  the  Minimum  Annual  Quantity  in  any  one-Year  period,  (D)
Operator's  contractually  unexcused failure to provide the financial  assurance
required by Section  8.2 hereof,  or (E) a  contractually  unexcused  default by
Operator  under  Sections 12.1 (c) or 12.1(d)  hereof,  and (ii) with respect to
Owner,  (A) Owner's  contractually  unexcused,  failure to



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pay to Operator the amounts due pursuant to Sections  6.10(a) or 6.10(b) hereof,
or (B) a contractually  unexcused default by Owner under Sections 10.4,  12.1(b)
or 12.1(c) hereof.

     1.22 "Minimum Annual  Quantity" shall have the meaning set forth in Section
10.2 of this Agreement.

     1.23 "National Fuel" shall mean National Fuel Gas Distribution Corporation,
a New York regulated gas utility.

     1.24 "Net  Proceeds,"  "Permitted  Expenses" and "Revenues"  shall have the
meanings set forth in Exhibit "B" to this Agreement.

     1.25 "Nursery  Substantial  Completion" shall have the meaning set forth in
the  Greenhouse  Construction  Contract,   including  a  requirements  that  the
Greenhouse nursery be sufficiently complete to allow plant propagation.

     1.26 "Nursery  Substantial  Completion Deadline" shall have the meaning set
forth in the Greenhouse Construction Contract.

     1.27  "Operating  Plan"  shall have the meaning set forth in Section 6.2 of
this Agreement.

     1.28 "Overhead  Charge" shall have the meaning set forth in Section 3.10 of
Exhibit B to this Agreement.

     1.29  "Owner's  Scope"  shall mean those items of services,  materials  and
equipment  furnished  by  Owner of the  Greenhouse  Contractor  pursuant  to the
Greenhouse  design and  construction  specifications  prepared by  Operator  and
approved by Owner, as set forth in Section 4.1 of this Agreement.

     1.30 "Party" or "Parties"  shall mean the signatories to this Agreement and
their permitted successors and assigns.

     1.31  "Pipeline"  shall mean the  systems of valves,  pipelines,  and other
equipment  by  which  Thermal  Energy  from the  Facility  is  delivered  to the
Greenhouse,  and by which  Condensate  is returned  from the  Greenhouse  to the
Facility.

     1.32 "Point(s) of Interconnection" shall mean one or more designated points
at the Greenhouse  immediately before the Heat Exchange System,  where ownership
and  control  of  Thermal  Energy is  transferred  from  Owner to  Operator  and
ownership and control of Condensate is  transferred  from Operator to Owner,  as
are more specifically indicated on Exhibit D to this Agreement.

     1.33 "Point of Meeting"  shall mean the low pressure  entry and exit points
of the Heat Exchange  System and the Auxiliary  Boiler and the steam  extraction
point, where Thermal Energy is measured.



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     1.34 "Power Purchase  Agreement" shall mean the Agreement between Owner and
Utility  dated May 14, 1987, as amended  February 21, 1991,  with respect to the
sale of electricity from the Facility,  as the same may be further  supplemented
and amended from time to time.

     1.35 "Project  Completion"  shall mean the date on which the Project Lender
determines that completion of the Facility,  the Pipeline and the Greenhouse has
occurred.

     1.36 "Project  Lender" shall mean the group of banks initially  composed of
Citibank,  N.A., BOT Financial  Corporation,  The Bank of Nova Scotia,  National
Westminster Bank PLC and any other banks,  insurance companies or other entities
or  institutions  which provide equity or debt financing or refinancing  for the
construction of the Facility, the Pipeline or the Greenhouse.

     1.37 "Qualifying  Cogeneration Facility" shall mean a cogeneration facility
which meets those criteria  promulgated  by: (1) the Federal  Energy  Regulatory
Commission ("FERC") pursuant to the Public Utilities  Regulatory Policies Act of
1978 ("PURPA"), and (ii) the State of New York, pursuant to Section 2.2-a of the
New York State Public Service Law, as any of those federal or state statutes and
regulations may be amended from time to time.

     1.38  "Substantial  Completion"  shall  have the  meaning  set forth in the
Greenhouse Construction Contract, including a requirement that the Greenhouse be
sufficiently complete to be suitable for the growing of plants.

     1.39 "Substantial  Completion Deadline" shall have the meaning set forth in
the Greenhouse Construction Contract.

     1.40 "Thermal Energy" shall mean heat in the form of saturated steam or hot
water, free of contamination, supplied by Owner to Operator from the Facility or
supplied by Operator from the Auxiliary Boiler.

     1.41  "Total  Capital  Cost"  shall  mean  the  total  capital  cost of the
Greenhouse and associated  facilities relating to the Greenhouse,  including but
not  limited  to the  Greenhouse  structure  the  Auxiliary  Boiler,  a $100,000
allowance for real estate costs, any and all capital additions to the foregoing,
and all financing fees and construction interest relating to the Greenhouse, but
excluding the capital cost of the Heat Exchange System, the steam and condensate
metering  equipment,  the  Pipeline  and any  backup  boilers  installed  at the
Facility.  A list of the constituent elements of Total Capital Cost is set forth
in Exhibit "E" hereto.

     1.42  "Utility"  shall mean Niagara  Mohawk Power  Corporation,  a New York
regulated electric utility.

     1.43  "Variable  Rent"  shall have the  meaning set forth in Section 5.4 of
this Agreement.

     1.44  "Year"  shall  mean a  calendar  year,  unless  the  context  plainly
indicates otherwise.

ARTICLE II EXTENT OF AGREEMENT



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     2.1 Extent of Agreement.  This Agreement  consists of this Agreement  text,
the following exhibits, and any schedules, appendices and attachments thereto:

     (a) Exhibit A: Description of Greenhouse and Greenhouse Site

     (b) Exhibit B: Determination of Net Proceeds

     (c) Exhibit C: Schedule of Cancellation Charges

     (d) Exhibit D: Site Plan showing the Pipeline and Points of Interconnection

     (e) Exhibit E: Estimate of Total Capital Cost

     (f) Exhibit F: Specifications for Condensate

     (g) Exhibit G: Contents of Operating Plan

     Exhibits A-G and any  schedules,  appendices  and  attachments  thereto are
hereby incorporated by reference in, and made a part of, this Agreement.

     2.2- Conflicting Provisions.  In the event of any conflict between the text
of this  Agreement and the exhibits  hereto,  the text of this  Agreement  shall
control.

     2.3 Complete Agreement. This Agreement contains the entire agreement of the
Parties  hereto with respect to the subject matter hereof and supersedes any and
all prior agreements,  proposals,  negotiations or representations  between them
with respect thereto.

ARTICLE III TERM OF AGREEMENT

     3.1 Term.

     (a) Unless  earlier  terminated by mutual consent or as a result of a Major
Default which is no, remedied during any applicable grace period, this Agreement
shall  remain in full force and  effect  for the  greater of a period of fifteen
(15) Lease Years or fifteen (15) Years after Project Completion.

     (b) Upon  expiration of the initial term, this Agreement may be renewed for
successive  additional terms of five (5) years each, provided,  however, that in
such event the Fixed Rent and Variable  Rent  payments  and the Overhead  Charge
hereunder  shall be equitably  adjusted to reflect  then - current  business and
market  conditions.  In the event the parties wish to renew this  Agreement upon
expiration of the initial term or any renewal  term,  the Owner and the Operator
shall commence negotiations on the foregoing adjustments no later than twelve (I
2) months prior to the expiration of the  then-current  term, and shall complete
such  negotiations  no later than six (6) months prior to the expiration of such
term. If an amendment incorporating such adjustments and renewing this Agreement
is not executed by the date which is six (6) months prior to the  expiration  of
such term, this Agreement shall expire at the end of die then-current term.



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     3.2 Early  Termination.  Owner may terminate this Agreement without cost or
obligations  immediately upon written notice to Operator if any of the following
events  occur  prior to  Substantial  Completion:  (a) Owner is unable  with the
exercise of  reasonable  diligence  to obtain or  maintain  the  necessary  site
approvals, environmental permits or other permits and licenses which in its sole
judgment are necessary to construct and operate the Facility or the Pipeline, or
to construct the  Greenhouse,  (b) the Utility  cancels or terminates  the Power
Purchase  Agreement,  or (c) the  Project  Lender  withdraws  financing  for the
Facility,  the  Pipeline or the  Greenhouse.  In the event of such  termination,
neither Party shall have any further  liability or other obligation to the other
under  this  Agreement  or by virtue of the  termination  except as set forth in
Article 24.

     3.3 Cancellation  for Convenience.  Owner may cancel this Agreement for its
convenience at any time on or before Nursery Substantial Completion, upon thirty
(30) days prior written notice to Operator.  In the event of such  cancellation,
Owner shall pay to Operator a cancellation  fee in accordance  with the schedule
set forth in Exhibit C, and neither  Party shall have any further  obligation or
liability  to the other under this  Agreement  or by virtue of the  cancellation
except as set forth in Article 24.  Nothing in this  Section 3.3 shall be deemed
to qualify or limit Owner's ability to terminate this Agreement  without cost or
obligation pursuant to Section 3.2 hereof.

ARTICLE V. CONSTRUCTION OF THE FACILITY, THE GREENHOUSE AND THE PIPELINE

     4.1 Development and Construct on of Facility.  Owner undertakes to continue
with due diligence its activities in connection with the design and Construction
of the Facility, in an orderly and businesslike manner. Owner will keep Operator
advised,  on a periodic basis, of its progress toward design,  construction  and
operation  of the  Facility as well as its  projection  of the Initial  Delivery
Date. In particular,  Owner will provide  written notice to Operator  specifying
the  anticipated  Initial  Delivery  Date no less than  sixty  (60)  days  prior
thereto.  All  technical,  operational  and  business  decisions  related to the
Facility and die Pipeline will be made by Owner, in its sole-discretion.

     4.2 Greenhouse Design and Construction.  Operator shall prepare and deliver
to  Owner  for  its  approval  detailed   specifications   for  the  design  and
construction of the Greenhouse.  Owner shall solicit bids for Greenhouse  design
and construction utilizing Operator's detailed  specifications,  and shall cause
the Greenhouse to be designed and erected by the Greenhouse  Contractor pursuant
to the terms of the Greenhouse Construction Contract.

     4.3  Evaluation  of  Bids.  Operator  shall  submit  to  Owner  a  list  of
prospective Greenhouse Contractors recommended by Operator.  Owner shall solicit
proposals and manage all communications with prospective Greenhouse Contractors.
operator  shall  assist  Owner in  evaluating  bids  received  from  prospective
Greenhouse  Contractors  and will recommend one of the proposals for approval by
Owner.

     4.4 Supervision of Greenhouse Construction.



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     (a)  Operator  shall  provide a full-time,  qualified  employee or contract
employee to act as construction  manager or site  representative  to serve as an
on-site  construction  manager to oversee  the  design and  construction  of the
Greenhouse pursuant to the terms of the Greenhouse  Construction Contract.  Such
individual  shall be present at the  Greenhouse  Site at all hours  during which
Greenhouse  construction  activities  reasonably may be expected to be under way
until Substantial  Completion.  Operator shall nominate, and notify Owner of the
name of, the  individual  to fulfill this role at least sixty (60) days prior to
commencement of Greenhouse  Construction.  Owner shall have the right to approve
or  disapprove  such nominee,  but Owner's  app-oval  shall not be  unreasonably
withheld. If Substantial Completion does not occur on or before October 1, 1993,
Operator may substitute the Greenhouse  general manager to perform  oversight of
design  and  construction  of the  Greenhouse  and may  thereupon  withdraw  the
construction manager.

     (b) Operator shall report to Owner  periodically as specified by Owner, but
not less than  weekly,  regarding  the  status  of,  and  material  developments
relating to, the design and  construction of the  Greenhouse.  In performing the
construction  management function,  Operator shall follow Owner's directions and
instructions  with  respect  to  Greenhouse  design and  construction.  However,
Operator's   compliance  with  its  obligations  as  construction  manager  this
subsection  4.4(b)  shall not operate as a waiver of any rights of Operator  set
forth in this Agreement.

     4.5 Greenhouse Occupancy Date.

     (a) Owner and Operator  shall use all  commercially  reasonable  efforts to
achieve Nursery Substantial  Completion no later than October 1, 1993; provided,
however, that the Greenhouse Contractor's failure to achieve Nursery Substantial
Completion  on or before  October  1, 1993 shall not  excuse  Operator  from its
obligations under this Agreement.  Operator shall occupy, commence operation of,
and accept  delivery  of Thermal  Energy for the then  completed  portion of the
Greenhouse upon Nursery Substantial Completion. However, if under the Greenhouse
Construction  Contract  Owner or  Operator  is  entitled  to occupy a portion or
portions of the Greenhouse  prior to Nursery  Substantial  Completion,  Operator
shall  occupy  such  portion(s)  upon  notice from Owner that the same is or are
ready for occupancy.  Any early occupancy of the Greenhouse by Operator shall be
rent-free until December 1, 1993.

     4.6 Liquidated Damages for Failure to Achieve Schedule Guarantees.

     (a) Owner  guarantees  that the  Greenhouse  Contractor  will  achieve  (i)
Nursery  Substantial   Completion  on  or  before  October  1,  1993,  and  (ii)
Substantial Completion on or before December 1, 1993.

     (b) As Operator's sole and exclusive remedy for the Greenhouse Contractor's
failure  to achieve  the  foregoing  schedule  guarantees,  Owner  shall pay the
following liquidated damages:

          (i) If the Greenhouse  Contractor fails to achieve Nursery Substantial
     Completion  on or before the Nursery  Substantial  Completion  Deadline and
     Operator  is  prevented  from  commencing  propagation  of  plants  in  the
     Greenhouse  nursery on or before  October 1, 1993,  the Owner  shall pay to
     Operator,  as liquidated  damages,  fifty  percent (50%) of the  liquidated



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     damages which are actually paid to Owner by the  Greenhouse  Contractor for
     each day that Nursery Substantial Completion is delayed,  beyond October 1,
     1993.

          (ii)  If  the  Greenhouse  Contractor  fails  to  achieve  Substantial
     Completion on or before the Substantial Completion Deadline and Operator is
     prevented from commencing  planning in the Greenhouse on or before December
     1,  1993,  Owner  shall pay to the  Operator,  as  liquidated  damages,  in
     addition to the sum set forth in Subsection 4.6(b)(i), fifty percent (50 %)
     of  the  liquidated  damages  which  are  actually  paid  to  Owner  by the
     Greenhouse  Contractor for each day that Substantial  Completion is delayed
     beyond December 1, 1993.

     (c)  Owner and  Operator  hereby  acknowledge  and  agree  that the  terms,
conditions and amounts fixed pursuant to this Section 4.6 for liquidated damages
are reasonable, considering the damages that Operator would sustain in the event
of the Greenhouse 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. However,  Operator expressly acknowledges
that the  payments  of  liquidated  damages by Owner  under this  Agreement  are
intended to be a passthrough of a portion of the liquidated  damages  payable to
Owner by the  Greenhouse  Contractor  pursuant  to the  Greenhouse  Construction
Contract.  Owner's  obligation to pay liquidated  damages to Operator under this
Section 4.6 therefore is expressly  conditioned  upon,  and subject to,  Owner's
receipt of the  corresponding  liquidated  damage  payments from the  Greenhouse
Contractor pursuant to the Greenhouse  Construction Contract;  however, if Owner
elects  to  offset  all or a  portion  of the  liquidated  damages  owed  by the
Greenhouse  Contractor  against  monies owed by the Owner  under the  Greenhouse
Construction  Contract,  Owner  shall be deemed to have  received  the amount of
liquidated damages so offset for purposes of this sentence.

     4.7 Pipeline.

     (a) Owner will develop,  design and  construct the Pipeline,  including all
necessary  equipment  to enable it to  deliver  Thermal  Energy to  Operator  as
provided in Article X hereof.

     (b) Owner shall  construct  the Pipeline to deliver  Thermal  Energy to and
return Condensate from the Greenhouse at the interconnection points specified in
Exhibit D hereto. Thermal Energy and Condensate shall be measured as provided in
Article X by meters located at the Point of Metering.

     (c)  Construction  Schedule.  Owner  shall  use its best  efforts  to cause
completion of that section of the Pipeline adjacent to the Leased Premises prior
to the commencement of construction of the Greenhouse. Owner shall keep Operator
apprised of the schedule for construction of the Pipeline. If Operator commences
operation of the Greenhouse before `the completion of the Pipeline,  Owner shall
consult  with  Operator  concerning  the  construction  of the Pipeline so as to
minimize any impact of such construction on the operation of the Greenhouse.

     4.8 Cooperation by Operator. Operator shall cooperate with and assist Owner
and the Greenhouse  Contractor in the  acquisition of all necessary  permits and
approvals from appropriate


                                       8
<PAGE>

Governmental  Authorities in order to enable Owner and the Greenhouse Contractor
to develop,  design,  construct and operate the  Facility,  the Pipeline and the
Greenhouse.

ARTICLE V  GREENHOUSE LEASE

     5.1 Lease. Owner hereby leases to Operator, and Operator hereby leases from
for the  term  set  forth  in  Section  3.1  hereof,  the  Leased  Premises.  In
consideration  for this  lease,  Operator  shall pay to Owner the Fixed Rent and
Variable Rent described in Sections 5.3 and 5.4 hereof.

     5.  2 Use  of  Premises.  The  Leased  Premises  shall  be  utilized  for a
commercial  greenhouse to be operated in accordance  with the Operating Plan and
for no other purpose.

     5.3 Fixed  Rent.  Operator  shall pay to Owner as Fixed Rent for the Leased
Premises,  in manner set forth and as adjusted in this  Section  5.3, the sum of
the Fixed Rent components described below.

     (a) Fixed Rent Base Component.

          (i) The annual Fixed Rent base component for all Lease Years up to and
     including  the Lease Year ending  December 31, 1996 shall be  $[information
     omitted  and  subject to a request for  confidential  treatment]  per Lease
     Year,  payable in twelve  equal  installments  on or before the last day of
     each  calendar  month  of  each  Lease  Year;  provided,  however,  that if
     Substantial  Completion  occurs on or before  December 1, 1993,  the annual
     Fixed  Rent  base  component  for  the  first  Lease  Year  only  shall  be
     $[information omitted and subject to a request for confidential treatment],
     payable in thirteen equal installments,  with the first installment payable
     on December 31, 1993. If  Substantial  Completion  occurs after December 1,
     1993,  the Fixed  Rent base  component  for the first  Lease  Year shall be
     equitably  pro-rated  based  upon  the  actual  date  of  occupancy  of the
     Greenhouse.

          (ii) Commencing  January 1, 1997 and at the commencement of each Lease
     Year thereafter,  the Fixed Rent base component shall be adjusted.  The new
     or adjusted  Fixed Rent base  component  shall be determined by multiplying
     the Fixed Rent base  component for the previous  Lease Year by the ratio of
     (a) the unit cost of natural gas fuel, including any surcharges,  under the
     Gas Sale  Agreement  for the Year  ending on the  November  30  immediately
     before the date of  adjustment  ("UCG") to (b) $2.5147  per  million  BTUs,
     which is the unit  charge for  natural gas fuel,  including  surcharges  as
     defined  in the Gas Sale  Agreement,  for the  twelve-month  period  ending
     November 30, 1991 ("UCG1").  This  adjustment is expressed by the following
     formula:

          AFRBC    =        $*      x UCG2
                                      ----
                                           UCG1

          Where:

          AFRBC    =        adjusted Fixed Rent base component

          *    information  omitted and  subject to a request  for  confidential
               treatment



                                       9
<PAGE>

In no event, however, shall the AFRBC increase by more than four percent (4%) or
less than one  percent  (1 %) over the Fixed Rent base  component  for the prior
Lease  Year,  at any given  date of  adjustment.  The  adjusted  Fixed Rent base
component  shall be paid in twelve equal  installments on or before the last day
of each calendar month in the applicable Lease Year.

     (b) Fixed Rent Capital Cost Component

          (i) The annual Fixed Rent capital  cost  component  for the first five
     Lease Years shall be the percentage of Total Capital Costs ("TC") indicated
     in the table below:

           Lease Year                               Fixed Rent Capital Cost
           ----------                               -----------------------

                1                                         2.0833% of TC
                2                                         3% of TC
                3                                         4.5% of TC
                4                                         4.75% of TC
                5                                         5% of TC

          (ii) For the sixth  Lease  Year and all Lease  Years  thereafter,  the
     annual Fixed Rent capital cost component  shall be an amount  calculated by
     multiplying   the  annual  Fixed  Rent  capital  cost   component  for  the
     immediately preceding Lease Year by one and three one-hundredths (1.03).

          (iii) During the first and second  Lease Years,  the annual Fixed Rent
     capital cost component  shall be paid in six (6) equal  installments on the
     first day of each month from July through December.  During the third Lease
     Year,  the annual Fixed Rent capital cost  component  shall be paid in nine
     (9) equal  installments  on the first day of each month from April  through
     December. Thereafter, the annual Fixed Rent capital cost component shall be
     paid in twelve  (12) equal  monthly  installments  on the first day of each
     month of the applicable Lease Year.

          (iv) If Substantial Completion occurs after December 1, 1993 the Fixed
     Rent  capital  cost  component  payments  for the First Lease Year shall be
     equitably  pro-rated  based  upon  the  actual  date  of  occupancy  of the
     Greenhouse.

     5.4 Variable Rent Based on Net Proceeds.  In addition to the Fixed Rent set
forth in Section 5.3, Operator shall pay to Owner as Variable Rent Owner's share
of Net Proceeds, as in accordance with Exhibit "B' to this Agreement.

     5.5 Late Payment  Charge.  Any payment of Fixed Rent or Variable Rent which
is not made on or before the date due shall accrue interest from the date due at
the lesser of the fluctuating rate of interest  announced  publicly by Citibank,
N.A. in New York, New York as its base rate for the period in question, plus two
percent (25%), or the maximum interest rate permitted by law.

     5.6 Repairs and Maintenance: Loss or Damage; Right of Entry.



                                       10
<PAGE>

     (a) Subject to the provisions of Section 5.12 hereof, Operator agrees that,
at Operator's  sole  expense,  it will at all times after it occupies the Leased
Premises,  keep the Leased  Premises and all equipment  and Fixtures  therein or
used therewith clean (in accordance with industry  practice),  whole and in good
repair,  reasonable wear and tear and damage from unavoidable  casualty which is
actually  covered  and paid by  insurance  carried  by Owner only  excepted.  In
addition,  but without limiting the foregoing,  operator specifically agrees (i)
to replace any glass broken  during the period it occupies the Leased  Premises,
and (ii) to repair or replace any item of materials or equipment  within Owner's
Scope which is damaged or destroyed due to improper  operation or maintenance or
Operator's  negligence.  Any  repairs  or  replacements  by  Operator  shall  be
performed  with  materials  and  workmanship  comparable  to or better  than the
original.  If Operator fails to make any such repairs or  replacements  within a
reasonable  time, or improperly  makes such repairs or  replacements,  Owner may
(but shall not be obligated to) make such repairs or replacements,  and Operator
shall  reimburse  Owner  for  the  reasonable  cost of  same,  upon  demand,  as
additional   variable  rent.  Operator  shall  promptly  report  any  damage  or
destruction  of materials or equipment  within  Owner's Scope and shall take all
reasonable steps to minimize further damage or destruction of same.

     (b)  Operator  agrees  to  indemnify  and  hold  harmless  Owner,   Owner's
Affiliates, and the shareholders,  officers,  directors, agents and employees of
each from and against any and all  liability,  loss or damage  arising  from any
nuisance  made or suffered on the Leased  Premises by  Operator,  its  visitors,
invitees,  agents or employees.  All personal  property of Operator and of third
parties which are the agents,  invitees or guests of Operator on any part of the
Leased Premises shall be at the sole risk of Operator.

     (c) Owner shall  maintain and repair or replace,  or cause to be maintained
and repaired or replaced by its  insurer,  any item of  Greenhouse  materials or
equipment  within  Owner's  Scope,  provided  that such  maintenance,  repair or
replacement is  necessitated  by reason of normal wear and tear or due to a loss
actually covered and paid by insurance carried by Owner hereunder.  Owner and or
its agents or  contractors  may enter upon the  Leased  Premises  at any time to
inspect,  maintain,  repair or replace all or any part of the Leased Premises or
otherwise  to  effect  the terms of this  Agreement,  provided,  however  that a
representative  of  Operator  shall be present at all times that the Owner,  its
agents or contractors so enter the Leased Premises.  Any repair made by Owner or
Owner's  insurer shall restore the damaged  material or equipment to a condition
comparable  to or  better  than that  which  existed  immediately  prior to such
damage.

     5.7 Capital Improvements.

     (a) Owner shall  make,  at Owner's  expense,  any  commercially  reasonable
capital  improvements to the Greenhouse required by a change in applicable laws,
rules  or  regulations  occurring  after  the  date  hereof  the  cost  of  such
improvements  shall  be  added  to  Total  Capital  Costs  for  the  purpose  of
calculating  the annual  Fixed Rent  capital cost  component  under  Section 5.3
hereof.

     (b) Operator may at any time request that Owner make alterations, additions
or capital  improvements to the Greenhouse in order to maintain the Greenhouse's
competitive position in the marketplace. If such request is deemed reasonable by
Owner in its sole discretion,  Owner shall make such  alterations,  additions or
capital improvements.  However,


                                       11

<PAGE>

Owner  shall be  compensated  by Operator  for such  alterations,  additions  or
capital  improvements  through a mutually  acceptable  repayment  arrangement or
adjustment to lease payments hereunder, which arrangement or adjustment shall be
established prior to the making of such improvements.

     5.8 Operator's Alterations. Operator may not make any alteration, addition,
improvement,  change or other modification to all or any part of the interior or
exterior of the  Greenhouse  or to the  Greenhouse  Site during the term of this
Agreement  and any  extension  or  renewal  thereof  without  in  each  instance
obtaining Owner's prior written consent,  which consent will not be unreasonably
withheld if the proposed modification is non-structural in nature. Together with
each request for such consent,  Operator shall present to owner for its approval
reasonable plans and specifications for such proposed modification. This Section
5.8 shall not apply to changes or improvements in Greenhouse operations which do
not require modification of the Greenhouse structure or the Greenhouse Site.

     5.9 Utilities.

     (a) Operator shall arrange, and pay all bills for,  electricity,  water and
sewer services to the Greenhouse. Owner shall not be responsible for the quality
of the electricity, water and sewer provided by third parties to the Greenhouse.
Owner shall be responsible,  for establishing physical connections for electric,
water and sewer service at Owner's expense.

     (b) Owner shall supply Thermal  Energy to heat the  Greenhouse  pursuant to
the Terms of, and for the  compensation  described  in, this  Agreement.  During
those  periods in which  Owner is unable to  provide a  sufficient  quantity  of
Thermal Energy from the Facility,  Operator shall provide Thermal Energy through
use of the Auxiliary Boiler; and notwithstanding  Section 5.10(a) hereof,  Owner
shall pay the cost of natural gas and fuel oil consumed by the Auxiliary  Boiler
during,  such  periods,  subject to the  provisions  of  Sections  10.5 and 10.8
hereof.

     (c) Operator  shall be  responsible to pay the cost of fuel oil consumed by
Operator's  diesel  generator and shall cause such fuel to be kept in a separate
tank from the fuel oil for the Auxiliary Boiler.

     5.10 Taxes.

     (a) Owner shall pay all real estate taxes  assessed and imposed upon the by
federal,  state or local  governmental  authorities,  and all taxes  imposed  on
Owner's personal property located on the Leased Premises.

     (b) Operator shall pay all taxes levied on its personal property located on
the Leased Premises.

     5.11 Surrender of the Leased Premises.

     (a) On the last day of the term,  or upon any earlier  termination  of this
Agreement,  or upon any  re-entry  by Owner upon the Leased  Premises,  Operator
shall well and truly surrender and deliver up the Leased Premises, including all
of Operator's  modifications that may then exist therein,  broom clean, into the
possession and use of Owner without fraud or delay and in good


                                       12
<PAGE>

order, condition and repair,  ordinary wear and tear excepted, free and clear of
all lettings and  occupancies,  and free and clear of all liens and encumbrances
occasioned by its operations.  Operator shall remove all of Operator's  property
from the Leased  Premises  and shall  repair any damage to the I-eased  Premises
resulting from such removal; provided,  however, that Owner shall have the right
to (i) purchase any and all of  Operator's  equipment,  materials,  supplies and
inventory  used in the Greenhouse for its then fair market value and (ii) obtain
an assignment from Operator of any lease of equipment used in the Greenhouse, to
the extent such lease is assignable by Operator.

     (b)  Operator  expressly  waives,  for itself  and for any person  claiming
through or under  Operator,  any rights  which  Operator or such person may have
under the  provisions  of Section  2201 of the New York Civil  Practice  Law and
Rules and any similar  successor law of same import then in force, in connection
with  any  holdover  proceedings  which  Owner  may  institute  to  enforce  the
provisions of this Section 5.11.

     (c) If the Leased Premises shall not be surrendered upon the termination of
this Agreement,  Operator hereby  indemnities Owner against liability  resulting
from delay by Operator in so  surrendering  the Leased  Premises,  including any
claims made by any  succeeding  tenant or  prospective  tenant founded upon such
delay.

     (d) If Operator shall remain in possession of the Leased Premises after the
termination  of this Agreement  without the execution of a new lease  agreement,
operator,  at the option of Owner, and subject to all of the other terms of this
Agreement insofar as the same are applicable to a month-to-month  tenancy, shall
be deemed to be occupying  the Leased  Premises as a tenant from month to month,
at a monthly  rental  equal to two times the monthly  fixed rent last payable by
Operator  hereunder,  plus variable rent. Nothing contained in this Section 5.11
shall (x) imply any right of Operator to remain in the Leased Premises after the
termination of this Agreement,  (y) imply any obligation of Owner to grant a new
lease or (z) be  construed  to limit any  remedy  that  Owner  may have  against
Operator as a holdover tenant.

     (e) The  provisions of this Section 5. 11 shall  survive the  expiration of
this Agreement.

     5.12 Damage or Destruction by Fire or Other Casualty.

     (a) Operator  shall  notify  Owner of any damage to the Leased  Premises by
Fire or other casualty. If the Leased Premises shall be damaged by fire or other
casualty  and  Owner  shall  have  notice  thereof  (whether  from  Operator  or
otherwise),  the damage (but excluding  damage to Operator's  property) shall be
repaired  with due  diligence  by and at the  expense  of  Owner to a  condition
comparable  to or  better  than that  which  existed  immediately  prior to such
damage.  From the date that Owner receives  actual notice of the occurrence of a
casualty  until the date on which Owner shall have  substantially  completed the
repairs, Fixed Rent shall be abated in the proportion which the area of the part
of the Leased  Premises  which is not usable by Operator bears to the total area
of the Leased Premises.  In the event Owner does not substantially  complete the
repair of the Leased  Premises  within two hundred and seventy  (270) days after
the occurrence of the casualty, Operator may terminate this Agreement by written
notice to Owner delivered  within ten (10) days after  expiration of the 270-day
period.



                                       13
<PAGE>

     (b)  Anything  in  subsection  (a) of this  Section  5.12  to the  contrary
notwithstanding  if (i) the Leased  Premises are totally  damaged or, in Owner's
reasonable  judgment,  are  rendered  wholly  untenantable  or (ii)  the  Leased
Premises  are  damaged to the extent of fifty  percent  (50%) or more during the
last two years of the term of any renewal  terms of this  Agreement  or (iii) if
the  Leased  Premises  shall be so damaged by fire or other  casualty  that,  in
Owner's   reasonable   opinion,    substantial   alteration,    demolition,   or
reconstruction  of the Leased  Premises  shall be required;  then in any of such
events, Owner, at Owner's option, may, not later than ninety (90) days following
any such damage,  give Operator a notice in writing  terminating this Agreement.
If Owner  elects to  terminate  this  Agreement,  the term shall expire upon the
later of (I) the tenth  (10th)  day after  such  notice  is given,  or (ii),  at
Operator's  election,  if a portion of the  Greenhouse  remains  tenantable  and
contains  unharvested  produce,  the date the Operator completes the growing and
harvesting of such produce.  Operator shall thereupon vacate the Leased Premises
and surrender the same to Owner in accordance with the applicable  provisions of
this  Agreement.  Upon the  termination of this  Agreement  under the conditions
provided in this  subsection (b),  Operator's  liability for rent thereafter due
and  payable  shall  cease and Owner  shall be  relieved  of any  obligation  or
liability to Operator under this Agreement.

     (c) If Owner  does not elect to  terminate  this  Agreement,  Operator,  at
Operator's  expense,  shall  promptly  perform all repairs or  restorations  not
required to be done by Owner and shall promptly upon  completion of such repairs
re-enter  the Leased  Premises  and  commence  operation  of the  Greenhouse  in
accordance with the provisions of this Agreement.  Owner shall not be liable for
delays  occasioned  by adjustment  of losses with  insurance  carriers or by any
other cause so long as Owner shall proceed in good faith.

     (d)  Notwithstanding  anything set forth herein to the  contrary,  Operator
shall  be  responsible  for  all  repairs  and  replacements  of  damage  and/or
destruction of all or any part of the Leased Premises necessitated by vandalism,
burglary or attempted burglary,  or any other illegal or forcible entry into the
Leased Premises.

     (e) Operator hereby  expressly  waives the provisions of Section 227 of the
Real  Property Law or any like law which may  hereinafter  be enacted and agrees
that the  provisions  of this  Section  5.12 shall  govern  and  control in lieu
thereof, this Section being an express agreement governing any case of damage or
destruction of the Leased Premises by fire or other casualty.

     5.13 Condemnation.

         (a) If all or substantially all of the Greenhouse shall be taken by any
public or quasi-public authority under the power of eminent domain, condemnation
or  expropriation  or in the event of a conveyance  in lieu  thereof,  then this
Agreement shall  terminate as of the date on which  possession of the Greenhouse
is required to be surrendered to the  condemning  authority,  and Operator shall
have  no  claim  against  Owner  for the  value  of the  unexpired  term of this
Agreement or for Operator's property or moving expenses.

         (b)  If  there  is a  taking  of  less  than  substantially  all of the
Greenhouse  and it is  commercially  reasonable to repair the  Greenhouse,  this
Agreement  shall  continue  in full force and effect  except that the Fixed Rent
shall be reduced equitably in relation to the area of the


                                       14
<PAGE>

Greenhouse so taken or conveyed and the other terms of this  Agreement  shall be
adjusted approximately,  such reduction and adjustment commencing as of the date
Operator  is required  to  surrender  possession  of such  portion.  Owner shall
promptly  restore  the  Greenhouse,  to  the  extent  of  condemnation  proceeds
available for such purpose,  as nearly as practicable to a condition  comparable
to its condition at the time of such  condemnation  less the portion lost in the
taking or conveyance and Operator shall as promptly as practicable in accordance
with industry  standards  re-enter the Greenhouse and commence doing business in
accordance with the provisions of this Agreement. During the restoration period,
fixed rent shall be abated in the  proportion  which the area of the part of the
Greenhouse  which is not  usable  by  Operator  bears to the  total  area of the
Greenhouse.

     (c) In the event of any  condemnation or taking as  hereinbefore  provided,
Operator  shall not be entitled to any part of the award as damages or otherwise
for such  condemnation  arid Owner and any Owner's  mortgagee  shall receive the
full amount of such award as their  respective  interests  may appear.  Operator
hereby  expressly  waives any right or claim to any part  hereof and  assigns to
Owner any such right or claim to which Operator might become entitled.  Operator
shall have the right to make a separate  claim against the  condemning  (but not
against  Owner or such  mortgagee)  for such  compensation  as may be separately
awarded or recoverable by Operator in Operator's own right for or on account of,
and  limited  to solely  to,  the  value of the  unexpired  term and  Operator's
property and moving expenses.

     5.14 Estoppel Certificates.

     Operator  agrees at any time and from time to time,  upon not less than ten
(10) days' prior notice from Owner, to execute, acknowledge and deliver, without
charge,  to Owner, or to any person  designated by Owner, a statement in writing
certifying  that  this  Agreement  is  (or if  there  have  been  modifications,
identifying the same by the date thereof and the nature  thereon,  that Operator
has not received any notice of termination of this Agreement (or if Operator has
received such a notice,  that it has been revoked, if such be the case), that to
the knowledge of Operator no event of default  exists  hereunder (or if any such
event of default  exists  hereunder (or if any such event of default does exist,
specifying  the same and stating  that the same has been  cured,  if such be the
case),  that Operator to its  knowledge  has no claims or offsets  against Owner
hereunder (or if Operator has any such claims or offsets,  specifying the same),
and the  dates to which  the rent and the  other  sums and  charges  payable  by
Operator hereunder have been paid.

ARTICLE VI. OPERATION OF THE GREENHOUSE

     6.1 Right to Operate. Operator shall be the operator of the Greenhouse, and
shall conduct and direct all operations and marketing relating to the Greenhouse
and its produce, in accordance with the terms of this Agreement.  Operator shall
conduct  all  such  operations  and  marketing  as  would a  prudent  commercial
greenhouse  operator  under  the same or  similar  circumstances,  in a good and
workmanlike manner which reasonably maximizes Net Proceeds.

     6.2 Operating Plan.

     (a) Within  ninety (90) days after  execution of this  Agreement,  Operator
shall  deliver  to  Owner  a plan  for  the  development  and  operation  of the
Greenhouse  (the  "Operating  Plan").


                                       15
<PAGE>

Operator  shall amend the Operating  Plan  periodically  as necessary to reflect
changes in, or deviations  from,  the  assumptions  or programs  outlined in the
operating Plan. Operator shall at all times operate the Greenhouse materially in
accordance with the Operating  Plan.  Prior to  implementation  of the Operating
Plan or any material amendment proposed by Operator, Operator shall present such
Operating Plan or amendment along with any reasonably  requested supporting data
to Owner for its approval, which approval shall not be unreasonably withheld. If
Owner withholds approval of the Operating Plan or amendment,  Owner and Operator
shall promptly meet and negotiate a mutually acceptable revision to such plan or
amendment.

     (b) The Operating Plan shall consist of the information outlined in Exhibit
"G" hereto.  The Operator shall update the Operating Plan annually and deliver a
copy of the updated  Operating Plan to Owner for its approval by July 31 of each
Year.  Owner shall either  approve the Operating Plan within thirty (30) days of
receipt,  or if Owner  disapproves of such Operating Plan,  Owner shall promptly
arrange a meeting  with  Operator  to arrive at  mutually  acceptable  revisions
thereto.

     6.3 Costs and Liabilities; Operating Losses.

     (a) Operator  shall be  responsible  for, and shall pay when due, all costs
and expenses for materials, equipment, labor and resources to manage and operate
the Greenhouse, including but not limited to costs and expenses for supervision,
labor,  training,  production supplies,  working capital,  packaging,  delivery,
electricity,  wastewater disposal,  stormwater control, telephone,  advertising,
office supplies, insurance (other than insurance provided by Owner under Section
7.4),  legal,  accounting and solid waste  disposal.  Owner shall be responsible
for, and shall pay for, only those costs and expenses for services, material and
equipment  included in Owner's  Scope,  and those costs and  expenses  expressly
agreed to be paid by Owner under Sections 5.6, 5.7 and 5.9 hereof.

     (b) Operator shall be responsible for any operating  losses relating to the
Greenhouse,  and Operator shall at all times maintain  sufficient  cash reserves
and/or  lines of credit  for  working  capital to cover  reasonably  foreseeable
operating  losses.  Operator may carry forward certain net operating losses from
the Lease Year in which they are  incurred  to  succeeding  Lease  Years for the
purpose of calculating Net Proceeds, but only as follows:

          (i) If due  solely to an event of Force  Majeure  Operator  incurs the
     loss of all or  substantially  all of its crop in any Lease Year,  Operator
     may carry  forward that portion of its net  operating  loss which  directly
     results  from such crop loss and deduct it as a  Permitted  Expense for the
     purpose of calculating  Net Proceeds in the two Lease Years next succeeding
     the  Lease  Year in which  the crop loss  occurred  (but not in  subsequent
     Years);  provided that in the event of such two-year carry forward Operator
     shall be entitled to deduct as a Permitted  Expense,  only one-third of its
     Overhead  Charge  during the second  year of such  two-year  carry  forward
     period; and

          (ii) Operator may carry forward  other net operating  losses  relating
     solely to the  Greenhouse  and deduct them as  Permitted  Expenses  for the
     purpose of calculating  Net Proceeds only in the Lease Year next succeeding
     the Lease Year in which such loss  occurred



                                       16
<PAGE>

     (and not in  subsequent  Lease  Years);  and such carry  forward  shall not
     affect  Operator's  right to deduct  its  Overhead  Charge  as a  Permitted
     Expense.

          No other carry  forwards  of net  operating  losses will be  permitted
     hereunder.  All  such  carry  forwards  and  deductions  shall  be  made in
     accordance with the terms and conditions set forth in Exhibit "B" hereto.

     6.4  Reports to Owner.  Operator  shall  deliver to Owner  monthly  reports
which, among other things,  compare actual and projected  production,  revenues,
expenditures and cash flow to the Operating Plan then in effect.  Operator shall
keep complete and correct books,  accounts and records of operations,  and shall
cause an  independent  accounting  firm to perform an anneal review of its books
and records. Owner shall have the right to review Operator's books, accounts and
records  of  operations   (including  but  not  limited  to  those  relating  to
transactions  with Operator's  Affiliates)  upon reasonable prior written notice
(but no more  frequently  than once each  month),  and to select  and  retain an
independent  accounting firm to audit Operator's books,  accounts and records of
operation,  as is more  fully set forth in  Exhibit  "B".  At  Owner's  request,
Operator shall  demonstrate  to Owner's  reasonable  satisfaction  that specific
transactions  with  Operator's  Affiliates  were undertaken on terms equal to or
better than comparable arm's length market transactions.

     6.5 Reports to Governmental Authorities. Operator shall make all reports to
Governmental  Authorities  that are  customarily  made by an  operator of a like
business or  enterprise  or as may be required  by any  Governmental  Authority.
Operator shall promptly  provide copies of all such reports  (except  Operator's
federal, state and local income tax returns) to Owner.

     6.6 Liens and Encumbrances. Operator shall keep the Leased Premises and any
other property on the Leased  Premises  owned by Owner,  free from all liens and
encumbrances  occasioned  by its  operations,  and in the  event a lien or other
encumbrance is filed against the Leased  Premises,  Operator shall discharge the
same by payment  or by posting an  appropriate  bond  within  fifteen  (15) days
thereafter. Operator shall indemnify, defend and hold harmless Owner and Project
Lender, their respective Affiliates, and the shareholders,  officers, directors,
agents and  employees  of each,  from and against any and all  liability,  loss,
damage,  costs,  attorneys fees and other expenses incurred on account of claims
by any person performing work or furnishing material or supplies for Operator or
any person claiming under Operator.  Owner may require that Operator  provide to
Owner at Operator's  expense a lien and completion bond in an amount equal to at
least  one and  one-half  times  the  total  estimated  cost  of any  additions,
alterations, improvements or modifications proposed to be undertaken by Operator
to protect Owner against any liability for mechanics and materialmen's liens and
to ensure timely completion of the work.

     6.7 Employees.

     (a) To ensure  adequate  training of Greenhouse  personnel,  Operator shall
hire a general  manager  for the  Greenhouse  no later than  April 1,  1993.  In
addition,  Operator  shall hire one grower manager no later than August 1, 1993.
Operator shall hire all remaining  Greenhouse


                                       17
<PAGE>

personnel  in a timely  manner,  in order to  permit  Operator  to  perform  its
obligations under this Agreement.

     (b) No persons working in connection with operation of the Greenhouse shall
be employees, agents or independent contractors of Owner, but shall be hired and
managed by Operator. The number of employees or independent  contractors used by
Operator in conducting operations hereunder,  their selection,  and the hours of
labor and the  compensation  for  services  performed,  shall be  determined  by
Operator except as expressly provided in subsection (a) above.

     (c) Provided Operator is not then in default  hereunder,  Owner agrees that
upon the expiration or earlier termination of this Agreement and for a period of
one (1) year  there-after,  Owner shall not solicit  for  employment  Operator's
then--current general manager or grower managers.

     6.8 Matters for Owner to Decide or Take  Action.  Matters  with  respect to
which Owner shall decide and take action, shall include the following:

     (a)  Operating  Plan.  The  approval of the  Operating  Plan as provided in
Section 6.2.

     (b) Disposition of Equipment. The replacement, selling or other disposition
of any item of Owner's equipment.

     (c) Courts and Agencies.

          (i) Owner shall be  primarily  responsible  for  appearing  before any
     court or regulatory  agency in matters  pertaining to the  Greenhouse,  the
     Greenhouse Site, the Pipeline or the Facility, provided that Operator shall
     do  all  things  reasonably   requested  to  support  Owner  in  connection
     therewith.

          (ii)  Notwithstanding  item (i)  above,  Operator  shall be  primarily
     responsible for appearing before any court or regulatory  agency in matters
     pertaining  exclusively to Operator's business licenses or other permits or
     authorizations obtained in Operator's name. However, Operator shall provide
     to Owner  reasonable  advance notice of such hearings and Owner may, at its
     sole expense, attend such proceeding and be represented by counsel.

     6.9 Permits.  Operator shall obtain and maintain all business  licenses and
other  permits and  authorizations  necessary  to be obtained or  maintained  in
Operator's name in order to operate the Greenhouse as contemplated  herein,  and
in the case of a  termination  of this  Agreement  or an  assignment  hereof  by
Operator,  Operator shall transfer such licenses,  permits and authorizations to
the new operator of the Greenhouse to the extent such transfers are permitted by
law. In the event such transfer is made by Operator,  Operator shall be released
and  discharged   from  all  obligations   under  such  licenses,   permits  and
authorizations which arise from and after the date of such assignment.

     6.10 Compensation of Operator.  In compensation for its operating  services
under this Agreement, Operator shall be entitled to receive:



                                       18

<PAGE>

         (a)  Operator's  actual,   documented  labor  costs  and  out-of-pocket
expenses,  up to a maximum amount of Forty-Five Thousand Dollars ($45,000),  for
Operator's  services in preparation of the  Greenhouse  design and  construction
specifications and in evaluating bids for Greenhouse design and construction, as
described in Sections 4.1 and 4.2 of this Agreement.  Such compensation shall be
paid   in   arrears    twenty   (20)   days   after    receipt   of   Operator's
adequately-documented  invoice, which Operator shall deliver to Owner within ten
(10) days  after the end of each  calendar  month in which  such  services  were
performed.  However, in no event shall such amount exceed the amount Owner would
have paid had these  services been billed upon a percentage of completion  basis
calculated with respect the maximum payment due under this Section 6.10(a).

     (b) Operator's actual,  documented labor costs and out-of-pocket  expenses,
up to a maximum of Eleven Thousand Dollars  ($11,000) per month and Eighty-Eight
Thousand  Dollars  ($88,000)  in  the  aggregate,  for  Operator's  construction
supervisory  services  described  in Section 4.4  hereof.  Such  services  shall
commence  on the  date  Greenhouse  construction  commences  and end on the date
Greenhouse  construction  is  completed,  a period  which the parties  currently
expect to be no longer  than eight (8)  months in  duration.  Such  compensation
shall  be  paid  in  arrears  twenty  (20)  days  after  receipt  of  Operator's
adequately-documented  invoice, which Operator shall deliver to Owner within ten
(10) days after the end of each calendar month during the construction period.

     (c) Operator's  share of Net Proceeds,  determined and payable as set forth
in Exhibit "B" to this Agreement.

ARTICLE VII. OPERATING EXPENDITURES

     7.1  Payments  and  Accounting.  Except  as herein  otherwise  specifically
provided,  Operator  shall bear and  promptly  pay and  discharge  all costs and
expenses  incurred in the operation of the Greenhouse  pursuant to the Operating
Plan and this  Agreement,  and shall  account  for the same in  accordance  with
Exhibit "B" and generally accepted accounting principles. Operator shall keep an
accurate record of all expenses and revenues.

     7.2  Limitation of  Expenditures.  Operator shall not undertake to make any
expenditure in excess of $25,000 except in accordance  with the Operating  Plan;
provided,  however,  that,  in case of  explosion,  fire,  flood or other sudden
emergency, whether of the same or different nature, Operator may take such steps
and incur such expenses as in its  reasonable  opinion are required to safeguard
life and  property,  but  Operator,  as promptly as  possible,  shall report the
emergency and actions taken to Owner.

     7.3 Operator's Insurance.

     At all times during the term hereof, Operator shall, at its expense:

     (a) Comply with the worker's compensation law of the State of New York, and
shall  carry  worker's  compensation  insurance  granting  the  legally-required
compensation  under  the  worker's  compensation  law of the  State of New York.
Operator also shall carry employer's liability insurance with limits of not less
than $1,000,000 for all of Operator's  employees engaged in work for Operator in
connection with this Agreement.



                                       19
<PAGE>

     (b)  Maintain  general  liability  insurance  coverage  of  $1,000,000  per
occurrence,  insuring  for damages to property of third  persons or injury to or
death  of  third  persons  arising  out  of  Greenhouse  operations,   including
contractual  liability,   products  and  completed  operations  and  independent
contractors. The deductible on such policy shall not exceed $10,000.

     (c) Maintain automobile  liability insurance of $100,000,000 per occurrence
for all owned, hired and leased vehicles.

     (d)  Maintain  excess  or  umbrella  liability  insurance  in excess of the
general liability,  automobile  liability and employers liability of $10,000,000
per occurrence.

     All such insurance  described in  subsections  (b), (c) and (d) above shall
name  Owner  and the  Project  Lender as  additional  insured  parties  as their
respective  interests may appear. In addition,  all insurance purchased pursuant
to this  Section  7.3 shall  contain a waiver by the  insurance  company  of all
rights of  subrogation  with respect to Owner and the Project  Lender.  Operator
shall provide Owner with certificates evidencing the above insurance,  and shall
require  all of its  contractors  and  subcontractors  engaged  in  work  on the
Greenhouse to comply with the requirements of this Section 7.3.

     7.4 Owner's Insurance. At all times during the term hereof, Owner shall, at
Owner's expense,  maintain  insurance on all improvements on the Leased Premises
against  damage by fire and such other  hazards as are  customarily  included in
so-called  "all risk"  insurance  coverage.  Such  insurance may be blanket with
other insurance  maintained by Owner or Owner's  affiliates.  Project lender and
Operator  shall  be  named  as  additional  insureds  on such  policy,  as their
respective  interests  may  appear.  All  insurance  purchased  pursuant to this
Section  7.4 shall  contain a waiver by the  insurance  company of all rights of
subrogation with respect to Operator.

     7.5 Other Insurance Matters. Any party hereto individually may acquire such
additional  insurance as it desires at its own expense to protect itself against
any liability not covered by the insurance specified above.

     7.6  Indemnification by Operator.  Operator shall indemnify and hold Owner,
the Project Lender, their respective Affiliates, and the shareholders, officers,
directors,  agents and  employees of each,  harmless from and against any claim,
loss or liability  arising out of the operation of the Greenhouse by Operator or
resulting from (i) any tort claim relating to operation of the Greenhouse,  (ii)
any contract entered into by Operator and a third party, (iii) any debt incurred
by Operator,  (iv) any insured loss in excess of  insurance  coverages;  (v) any
loss insured  against by Operator  under  Section 7.3 hereof which is within the
deductible  of its  insurance  policy;  (vi)  Operator's  negligence  or willful
misconduct, or (vii) expenses in excess of revenues.

     7.7  Indemnification  by Owner.  Owner  shall  indemnify,  defend  and hold
harmless  Operator,  Operator's  lender,  their respective  Affiliates,  and the
shareholders,  officers,  directors,  agents  and  employees  of each,  from and
against (i) any claim, loss or liability arising solely from Owner's  negligence
or willful misconduct in the operation of the Facility, or (ii) any loss insured
against by Owner under Section 7.4 hereof which is within the  deductible of its
insurance policy.  Owner's obligations of indemnification under this Section 7.7
shall not be deemed to limit  Operator's  obligations of  indemnification  under
Section 7.6 hereof.



                                       20
<PAGE>

     7.8  Transactions  with  Affiliates.  Operator  shall  not  enter  into  or
participate in any transactions with its Affiliates relating to the operation of
the Greenhouse  except on terms and at rates no more favorable to such Affiliate
than those which could have  prevailed  in an arm's length  transaction  between
unrelated third parties.

ARTICLE VIII. SECURITY FOR PERFORMANCE

     8.1 Security for Performance.

     (a) As security for the  performance of its  obligations  hereunder,  on or
before April 1, 1993 Operator  shall deliver to Owner a security  deposit in the
form of cash or an  irrevocable  standby  letter of credit in the  amount of Two
Hundred  Fifty  Thousand  Dollars  ($250,000).  If Operator  elects to deliver a
letter of credit,  such letter of credit shall be in a form and with a financial
institution reasonably acceptable to Owner.

     (b) Such cash  deposit or letter of credit may be drawn upon in whole or in
part by Owner to compensate it for its damages in the event  Operator  commits a
Major  Default  prior to the Date of  Commercial  Operation.  In the event Owner
elects to draw down the  letter of credit or cash  deposit it shall be deemed to
waive any claim to monetary  damages by virtue of such Major  Default,  but such
draw down shall be without  prejudice to the exercise of Owner's other  remedies
under Section 12.2 of this Agreement.

     8.2 Line of Credit. On or before the Date of Commercial Operation, Operator
shall obtain a line of credit of not less than One Million Dollars  ($1,000,000)
or shall establish cash reserves of not less than $1,000,000 for working capital
purposes from or with a financial institution reasonably acceptable to Owner. At
such time, Owner shall release the irrevocable letter of credit or cash security
posted  pursuant  to  Section  8.1  above.  In the event  such line of credit is
subsequently  terminated  and not replaced,  or such cash reserves are exhausted
and not  replenished,  Operator shall  immediately  deliver to Owner a letter of
credit or cash security meeting the requirements set forth in Section 8. 1. Such
replacement  letter of credit or cash security shall remain in effect until such
time as the line of credit or cash  reserves  are  replenished  to the amount of
$1,000,000 or such lesser amount as may be reasonably satisfactory to Owner.

ARTICLE IX. CLAIMS AND LAWSUITS

     Operator  may settle  any  single  damage  claim or suit  arising  from its
operations  hereunder if the  expenditure  does not exceed  Twenty Five Thousand
Dollars ($25,000) and if the payment is in complete  settlement of such claim or
suit and contains a full and complete release of liability as to Owner,  Project
Lender, their respective Affiliates, and the shareholders,  officers, directors,
agents and employees of each. If the amount required for Settlement  exceeds the
above  amount,  then any  settlement  shall be only with approval of Owner (such
approval not to be reasonably withheld), unless covered by insurance.

ARTICLE X. DELIVERY AND USE OF THERMAL ENERGY

     10.1  Obligation to Use Thermal  Energy.  Subject to the provisions of this
Article X, Owner shall deliver to Operator,  and Operator  shall accept from the
Facility  and  the  Auxiliary  Boiler,   all  Thermal  Energy  required  by  the
Greenhouse.



                                       21
<PAGE>

     10.2 Minimum Annual  Quantity.  Operator agrees to accept from the Facility
and  use at the  Greenhouse  the  minimum  annual  quantity  of  Thermal  Energy
necessary to maintain the Facility's  Qualifying  Cogeneration  Facility  status
(the "Minimum Annual  Quantity") and Operator shall be obligated to productively
use  the  Minimum  Annual  Quantity  of  Thermal  Energy  for an  industrial  or
commercial  process or for a heating or cooling  application in accordance  with
the requirements of PURPA and any other applicable laws. Thermal Energy supplied
from the Auxiliary Boiler shall not be included in the  determination of whether
Operator has satisfied the Minimum Annual Quantity operator will comply with any
commercially  reasonable request by Owner to enable Owner to maintain the status
of the Facility as a Qualifying Cogeneration Facility, including but not limited
to the use of additional Thermal Energy produced by the Facility.

     10.3  Scheduling.  Operator  shall  notify  Owner  by  11:00  a.m.  on  any
applicable day, if during the twenty-four  hour period  commencing at 12:01 a.m.
the next morning Operator plans to use substantially more or less Thermal Energy
that it has used,  on average,  during each day in the  preceding  seven (7) day
period.

     10.4.  Continuous  Supply.  It  is  intended  that  Owner  will  provide  a
continuous  supply of Thermal  Energy to  Operator  during  such  periods as the
Facility is not shut down,  and Owner shall  consult with  Operator on a regular
basis as to the  scheduling  of  Facility,  Pipeline  and Heat  Exchange  System
maintenance  or  other  scheduled  events  and to  notify  Operator  as  soon as
practical  of any  nonscheduled  events or  circumstances  which would reduce or
curtail its ability to supply  Thermal  Energy  from the  Facility.  During such
periods of reduction or  curtailment of Thermal Energy supply from the Facility,
Operator shall provide  Thermal Energy through use of the Auxiliary  Boiler,  as
set forth in Section 5.9(b) hereof.  Notwithstanding the foregoing,  Owner shall
not be liable for any loss or damage to  property  resulting  from any  failure,
interruption,  reduction or suspension of the supply of Thermal Energy hereunder
unless,  and to the extent  that,  willful  misconduct  by Owner,  its agents or
employees  directly  results  in loss or damage  which  interrupts,  reduces  or
suspends the supply of Thermal Energy from the Auxiliary Boiler.  Operator shall
not operate the Auxiliary  Boiler during periods in which an adequate  supply of
Thermal Energy is available from the Facility.

     10.5  Maximum  Rate Of  Supply.  Owner  agrees  that the size of piping and
related  equipment at the Facility and to the Point of  Interconnection  and the
size of the Auxiliary Boiler will be sufficient,  when both the Auxiliary Boiler
and the Facility are in operation,  to deliver a combined capacity of 69 million
BTUs of Thermal  Energy per hour,  but  Operator  agrees that Owner shall not be
required  to provide  Thermal  Energy at this  maximum  rate for more than 1,000
hours in any Year. In addition to this maximum  hourly  limitation,  Owner shall
not be obligated to supply more than 160 billion BTUs of Thermal Energy per Year
from the Facility and the Auxiliary  Boiler unless Owner and Operator agree upon
mutually  acceptable  pricing and other terms and conditions for such additional
Thermal Energy supply. Provided Owner remains capable of supplying the foregoing
annual maximum  amount of Thermal  Energy to Operator,  Owner may sell or supply
additional Thermal Energy to third parties in Owner's sole discretion.

     10.6 Return of  Condensate.  Condensate  shall be returned to the  Facility
after  delivery  of  the  Thermal  Energy  to  the  Greenhouse,  free  from  all
contaminants.  The  operator  shall be entitled to obtain steam or hot water for
its operations at the steam extraction  point;  provided that


                                       22
<PAGE>

Operator  shall use its best efforts to return at least ninety  percent (90%) of
the Condensate  resulting from Owner's  supply of Thermal Energy  hereunder.  If
Condensate becomes  contaminated while in use in Operator's process or otherwise
in  Operator's  control,   Operator  shall  immediately  notify  Owner,  and  at
Operator's  sole  expense,  immediately  correct  the  source  or  cause of such
contamination.

     10.7  Metering.   Owner  agrees  to  provide  and  maintain   sealed  flow,
temperature  and  pressure  recording  and  totalizing  meters  at the  Point of
Metering so as to record the Thermal Energy delivered to Operator and Condensate
returned  to Owner.  The  delivery  of Thermal  Energy and return of  Condensate
pursuant to this Agreement  shall take place at the Point of Metering.  All loss
of Thermal  Energy  after it passes the Point of  Metering  shall be at the sole
risk of  Operator.  Owner shall read the meters at least  monthly,  and Operator
shall be entitled to have a representative  present to observe the meter reading
each month.  Operator may, in addition,  inspect the meter charts at other times
with prior  notice to Owner.  The accuracy of the meter shall be certified by an
independent  third party at least once per year at the expense of Owner, and the
results of any test and calibration  adjustments shall be furnished to Operator.
If Operator at any time  disputes  the  accuracy or  condition of any of Owner's
meters, it shall so advise Owner in writing.  Owner,  shall,  within thirty (30)
days after receiving such notice,  advise Operator in writing as to its position
concerning its meter's accuracy and the reasons for taking such position. If the
Parties   are  unable  to  resolve   their   disagreement   through   reasonable
negotiations,  then either  party may engage a mutually  acceptable,  qualified,
unaffiliated  third  party to test the meter.  Should the meter be found in good
order,  Operator shall bear the cost of inspection;  otherwise the cost shall be
borne by Owner. For purposes of the preceding sentence,  "good order" shall mean
any  condition  which  does not  require a  billing  adjustment  as  hereinafter
provided. Any repair or replacement shall be made as soon as practicable,  based
on the third  party's  report.  In the event a meter  error is  discovered,  the
following  conditions  shall  apply:  (i) if the error in  measurement  does not
exceed two percent (2%), no adjustment in billing (for Thermal Energy deliveries
in excess of 160 billion  BTUs in any year) shall be made,  or (ii) if the meter
error exceeds two percent (2%), an adjustment in previous billings (if any) will
be made  equivalent to the  percentage  difference in meter  correction  for the
second half of the period since the previous  meter check,  but in no case for a
period greater than three months prior to the date the error was discovered.  In
the event  Owner's  meters are out of service,  measurement  shall be determined
through  estimation by reference to  quantities  measured  during  periods under
similar conditions when Owner's meters were in service and measuring accurately.

     10.8  Auxiliary  Boiler Fuel Costs.  Owner shall arrange for the supply of,
and pay any and all costs for,  the  natural  gas and fuel oil  consumed  by the
Auxiliary  Boiler in  connection  with the  supply of  Thermal  Energy  from the
Auxiliary  Boiler  during  periods of  reduction or  curtailment  of the Thermal
Energy supply from the  Facility;  provided,  however,  that Owner shall have no
obligation to pay such Auxiliary  Boiler fuel costs after Owner has supplied 160
billion BTUs of Thermal  Energy from any source during any Year.  Operator shall
reimburse Owner promptly upon  presentation of Owner's invoice,  for the cost of
any natural gas and fuel oil paid for by Owner relating to deliveries of Thermal
Energy  in excess of 160  billion  BTUs in such  Year.  Owner  shall so  invoice
Operator based upon Owner's average cost of natural gas and average cost of fuel
oil during such Year.

ARTICLE XI. REPRESENTATIONS, WARRANTIES AND COVENANTS



                                       23
<PAGE>

     11.1  Representations,  Warranties  and  Covenants  of  Operator.  Operator
represents, warrants and covenants as follows:

     (a) Operator is duly  organized and in good standing  under the laws of the
State of New York and is duly  qualified to conduct its business in the State of
New York.

     (b) Operator has taken all corporate action necessary for the authorization
of the execution,  delivery and  performance of this Agreement and upon delivery
this  Agreement  shall  constitute  the legal,  valid and binding  obligation of
Operator,  enforceable against Operator in accordance with its terms, subject to
the  qualification,  however,  that the  enforcement  of the rights and remedies
herein may be limited by (i)  bankruptcy,  insolvency,  reorganization  or other
similar laws affecting the enforcement of creditors'  rights  generally and (ii)
general equitable  principles  regardless of whether the issue of enforceability
is considered in a proceeding in equity or at law.

     (c)  Execution  of this  Agreement  by  Operator,  and the  performance  by
Operator of its obligations hereunder, will not constitute a breach or violation
of  any  agreement  or  instrument  by or  under  which  Operator  or any of its
properties are bound; nor will the execution or performance of this Agreement by
Operator violate any rule, court order or decree or law applicable to Operator.

     (d) No suits, actions,  arbitrations,  legal or administrative  proceedings
are  pending or has been  threatened  against  Operator  that  would  affect the
validity or  enforceability  of this  Agreement or the obligation of Operator to
fulfill its commitments  hereunder or that could result in any material  adverse
change in the business or financial condition of Operator.

     (e) Operator has no knowledge of any fact or condition or of any pending or
threatened  action or proceeding of any kind or character  that would  adversely
affect the  development,  construction,  or  operation  of the  Greenhouse,  the
Pipeline or the  Facility  to the  fullest  extent  permitted  under  applicable
permits, laws and regulations.

     (f) Operator has not entered into any agreement that is in conflict with or
violates  any of the  terms  of  this  Agreement  or  that,  to the  best of its
knowledge,  is  breached or violated by the  execution  or  performance  of this
Agreement by Operator or which would result in the creation or imposition of any
lien,  charge  or  encumbrance  against  the  Greenhouse,  the  Pipeline  or the
Facility, including their machinery or equipment.

     (g)  No  bankruptcy,  insolvency,   rearrangement,  or  similar  action  or
proceeding, whether voluntary or involuntary, is pending against Operator.

     11.2  Representation,  Warranties and Covenants of Owner. Owner represents,
warrants and covenants as follows:

     (a)  Owner is duly  organized  and in good  standing  under the laws of the
State of Delaware, and is duly qualified to conduct its business in the State of
New York.



                                       24
<PAGE>

     (b) Owner has taken all corporate action necessary for the authorization of
the execution, delivery and performance of this Agreement and upon delivery this
Agreement  shall  constitute the legal,  valid and binding  obligation of Owner,
enforceable  against  Owner  in  accordance  with  its  terms,  subject  to  the
qualifications,  however, that the enforcement of the rights and remedies herein
may by limited by (i) bankruptcy,  insolvency,  reorganization  or other similar
laws affecting the enforcement of creditors'  rights  generally and (ii) general
equitable  principles  regardless  of  whether  the issue of  enforceability  is
considered in a proceeding in equity or at law.

     (c) The execution of this Agreement by Owner,  and the performance by Owner
of its  obligations  hereunder  will not constitute a breach or violation of any
agreement or  instrument  by or under which Owner or any of its  properties  are
bound;  nor will the execution or performance of this Agreement by Owner violate
any rule, court order or decree or law applicable to Owner.

     (d) No suits, actions,  arbitrations,  legal or administrative  proceedings
are pending or have been threatened against Owner that would affect the validity
or  enforceability  of this  Agreement or the obligation of Owner to fulfill its
commitments hereunder or that could result in any adverse change in the business
or financial condition of Owner.

     (e) Owner has no  knowledge  of any fact or  condition or of any pending or
threatened  action or proceeding of any kind or character  that would  adversely
affect the  development,  construction,  or  operation  of the  Greenhouse,  the
Pipeline or the  Facility  to the  fullest  extent  permitted  under  applicable
permits, laws and regulations.

     (f) Owner has not entered into any  agreement  that is in conflict  with or
violates  any of the  terms  of  this  Agreement  or  that,  to the  best of its
knowledge,  is  breached or violated by the  execution  or  performance  of this
Agreement by Owner or which would result in the  creation or  imposition  of any
lien,  change  or  encumbrance  against  the  Greenhouse,  the  Pipeline  or the
Facility, including their machinery or equipment.

     (g)  No  bankruptcy,  insolvency,   rearrangement,  or  similar  action  or
proceeding, whether voluntary or involuntary, is pending against Owner.

     (h) Owner is the owner in fee of the Greenhouse  Site. The Greenhouse  Site
is encumbered by and subject to (i) that certain  Mortgage,  Security  Agreement
and Assignment of Rents dated as of January 17, 1992 between Owner and Citibank,
N.A. as Collateral Agent, and (ii) that certain  Short-Term  Agricultural  Lease
dated as of June 9, 1992 between Oxbow and Allen De Vantier.

     (i)  Owner  has no  actual  knowledge  of  the  presence  of any  Hazardous
Materials in, on, under or about the Greenhouse Site as of the date hereof.

ARTICLE XII. DEFAULT AND REMEDIES

     12.1 Default. A Party shall be in default hereunder as follows:

     (a) Operator  shall be in default  hereunder if Operator  shall fail to pay
any installment of the Fixed Rent or Variable Rent payable under this Agreement,
or any additional  rent or other


                                       25
<PAGE>

charges  for  which  provision  is herein  made,  or any  portion  of any of the
foregoing,  when the same shall become due and payable,  and such failure  shall
continue  for seven (7) days after the due date  therefor,  in the case of Fixed
Rent or Variable  Rent, or Fifteen (15) days after notice  thereof from Owner to
Operator in the case of additional rent or other charges;

     (b) Except as set forth in  subsection  12.1(a),  either  Party shall be in
default  hereunder if such Party  breaches or fails to observe or perform any of
its obligations,  covenants, conditions, services or responsibilities under this
Agreement,  which failure  shall  continue for thirty (30) days after receipt of
written  notice  from the Party not in  default  specifying  the  nature of such
breach or failure and demanding  that it be cured (unless such failure cannot be
completely  cured  within such thirty (30) day period,  in which case such Party
shall be in default if it does not commence and  diligently  pursue  appropriate
steps to cure such failure  within thirty (30) days after receipt of such notice
and  thereafter  complete  the cure no more than one hundred  twenty  (120) days
after receipt of such notice).

     (c) Either  Party shall be in default  hereunder  if by order of a court of
competent  jurisdiction  a receiver or liquidator or trustee of such Party or of
any of the  property  of such Party  shall be  appointed,  and such  receiver or
liquidator  or trustee shall not have been  discharged  within a period of sixty
(60)  days;  or if by decree of such a court,  such Party  shall be  adjudicated
bankrupt or  insolvent  or any  substantial  part of the  property of such Party
shall have been sequestered,  and such decree shall have continued  undischarged
and  unstayed for a period of sixty (60) days after the entry  thereof;  or if a
petition to declare  bankrupt or to reorganize such Party pursuant to any of the
provisions  of  the  Federal  Bankruptcy  Act,  as it  now  exists  or as it may
hereafter be amended,  or pursuant to any other similar state statute applicable
to such Party, as now or hereafter in effect,  shall be filed against such Party
and shall not be dismissed within sixty (60) days after such filing.

     (d) Either  Party shall be in default  hereunder if such Party shall File a
voluntary  Petition in  bankruptcy  under any  provision of any federal or state
bankruptcy law or shall consent to the filing or reorganization petition against
it under any similar  law;  or,  without  limitation  of the  generality  of the
foregoing,  if a Party shall file a petition or answer or consent seeking relief
or assisting in seeking  relief in a proceeding  under any of the  provisions of
the Federal  Bankruptcy Act, as it now exists or as it may hereafter be amended,
or pursuant to any other similar state statute  applicable to such Party, as now
or hereafter in effect,  or an answer  admitting the material  allegations  of a
petition  filed  against it in such a  proceeding;  or if a Party  shall make an
assignment  for the  benefit  of its  creditors;  or if a Party  shall  admit in
writing its  inability  to pay its debts  generally  as they become due; or if a
Party shall consent to the appointment of a receiver or receivers, or trustee or
trustees,  or  liquidator  or  liquidators  of it or of all or any  part  of its
property.

     12.2 Remedies for Default.

     (a)  In  the  event  of  any  Major  Default  under  this  Agreement,   the
non-defaulting  Party  shall be  entitled,  at its  option,  to  terminate  this
Agreement  and may in  addition  to or in lieu of  termination  pursue its other
remedies  hereunder and any remedy existing at law or equity.  If the default is
not a Major  Default,  however,  the Party not in default may not terminate this
Agreement  but may  pursue its other  remedies  hereunder  and any other  remedy
existing at law or


                                       26
<PAGE>

in equity.  Notwithstanding  anything  herein to the contrary,  unless and until
this Agreement has been terminated, Operator shall not refuse to accept delivery
of or to use  Thermal  Energy as provided  in Article X of this  Agreement,  nor
shall it refuse to make any payments required under this Agreement.  Termination
of this  Agreement  shall  not  discharge  or  relieve  either  Party  from  any
obligations or liabilities  which may have accrued under this Agreement prior to
such termination  except as expressly  provided  otherwise  hereunder.  If Owner
elects to terminate  this  Agreement due to a Major  Default by Operator,  among
other  remedies  available to Owner,  Owner shall have the right to  immediately
take  over  operation  of  the  Greenhouse  with  all of  Operator's  employees,
equipment and crops in place, and thereafter to assume Operator's contracts with
such  employees  and to purchase such  equipment  and crops at then-fair  market
value.

     (b) If Operator fails to use the Minimum Annual Quantity in any Year, Owner
shall be entitled to request further written  assurances from Operator regarding
its ability and intent to use the Minimum Annual Quantity in succeeding Years of
operation.  Operator  shall  respond in writing to Owner's  request  for further
assurances  within thirty (30) days after  receipt.  If  Operator's  response is
unsatisfactory to Owner in Owner's reasonable discretion, Owner, without waiving
its right to other  remedies at law or equity,  shall be  empowered to take such
actions as may be appropriate to preserve or reinstate the Facility's  status as
a Qualifying  Cogeneration Facility.  Such actions may include, but would not be
limited to,  efforts to obtain  waivers from the  appropriate  state and federal
regulatory  agencies,  developing  another  customer  or use for the  Facility's
Thermal Energy or expanding the Greenhouse. If Owner obtains another customer or
use for the Facility's Thermal Energy, this Agreement shall be amended to reduce
Operator's  entitlement  to Thermal  Energy  hereunder  in an amount  reasonably
determined by Owner, but in no event more than the amount Owner has committed to
such other customer.

ARTICLE XIII. FORCE MAJEURE

     If either  Party  shall be unable to carry out any  obligation  under  this
Agreement  due to an event of Force  Majeure,  this  Agreement  shall  remain in
effect but such  obligation  shall be  suspended  for the period  necessary as a
result of the event of Force Majeure, provided that:

     (a) the  non-performing  Party gives the other Party prompt  written notice
describing  the  particulars  of the event of Force  Majeure,  including but not
limited  to the  nature  of the  occurrence  and the  expected  duration  of the
disability, and continues to furnish timely regular reports with respect thereto
during the period of Force Majeure and the disability;

     (b) the suspension of performance is excused only to the extent required by
the event of Force Majeure; and

     (c) the non-performing Party continues to perform its unexcused obligations
hereunder,  and uses its best efforts to remedy its  inability to perform  those
obligations excused by the event of Force Majeure.

     Force  Majeure  shall  not  excuse  payment  of monies  owed.  Furthermore,
Operator's obligation to use the Minimum Annual Quantity as specified in Section
10.2 shall not be  excused or  suspended  by reason of Force  Majeure  affecting
Operator. In the event Operator fails to use


                                       27

<PAGE>

the Minimum Annual Quantity due to an event of Force Majeure affecting Operator,
Owner shall not be entitled to seek monetary  damages from Operator but shall be
entitled to exercise all other remedies set forth in Subsection 12.2(b) hereof.

ARTICLE XIV. ASSIGNMENT

     Without the prior  written  consent of Owner,  which  consent  shall not be
unreasonably  withheld,  Operator  shall not (a) assign or  otherwise  transfer,
whether by operation of law or otherwise,  this Agreement or the term and estate
hereby  granted,  (b) sublet all or part of the Greenhouse or Greenhouse Site or
allow the same to be used or  occupied by others or used or occupied in a manner
inconsistent  with the Operating  Plan,  (c)  mortgage,  pledge or encumber this
Agreement or all or part of the  Greenhouse or Greenhouse  Site in any manner by
reason of any act or emission on the part of  Operator,  or (d) suffer or permit
the  transfer  of  majority  ownership  or  control of  Operator  in one or more
transactions.  Except as specified below,  Owner shall not assign this Agreement
to any other  person or entity  without  the prior  express  written  consent of
Operator, which consent shall not be unreasonably withheld. However, Owner shall
have the right, without Operator's consent, to assign this Agreement to:

     (a) any  business  entity  which has  acquired  operational  control of and
responsibility  for the Facility during the term of this Agreement and which has
the financial capability to carry out Owner's obligations hereunder;

     (b) any third party or parties as security in connection  with obtaining or
arranging any debt or equity  financing or  refinancing  for the  Facility,  the
Pipeline or the Greenhouse; or

     (c) any successor entity in connection with the enforcement of the security
interest described in (b) above.

     Operator agrees to provide any such assignee or financing (or  refinancing)
party with such  certificates and consents related to the  effectiveness of this
Agreement and the assignment thereof as may be reasonably requested by Owner. In
the event an assignment is made and consented to (other than to a third party as
security in connection  with a debt or equity  financing or  refinancing  of the
Facility,  the Pipeline or the Greenhouse) the assigning Party shall be released
and discharged from all obligations to the other Party thereafter  arising,  and
such assignee shall be substituted in place of the assigning Party herein.

ARTICLE XV. NOTICES

     All notices,  notifications,  invoices,  payments,  or other  communication
between the parties shall be given by hand delivery, overnight courier, telecopy
or certified or registered  mail,  postage  prepaid,  return receipt  requested,
addressed as follows:

          If to Operator:     Village Farms of Wheatfield, Inc.
                              12 Elkins Road
                              East Brunswick, New Jersey 08816
                              Attention: President
                              Telecopy No.: (908) 254-1710



                                       28
<PAGE>

          If to Owner:        Oxbow Power of North Tonawanda,
                              New York, Inc.
                              1601 Forum Place
                              West Palm Beach, FL 33401
                              Attention: President
                              Telecopy No.: (407) 687-5140

Either  party may change its  address for notice  hereunder  by giving the other
party notice as provided above. All communications  delivered by hand,  telecopy
or by overnight  courier shall be deemed  received upon delivery;  or if mailed,
communications shall be deemed received three (3) days after the date of deposit
in the United States mail.

ARTICLE XVI. COMPLIANCE WITH LAWS AND REGULATIONS

     16.1 Laws, Regulations and Orders. The performance of the parties hereunder
shall be, in all  respects,  in  compliance  with and subject to the laws of the
State of New  York,  to the valid  rules,  regulations,  and  orders of any duly
constituted  regulatory body of said State, to all other applicable  federal and
local  laws,  ordinances,  rules,  regulations  and  orders  and to any  and ail
licenses,  permits or approvals issued by the federal, state or local government
relating to the Facility, the Pipeline or the Greenhouse.

     16.2  Governing  Law.  This  Agreement  shall be  interpreted  and enforced
pursuant to the applicable  laws of the United States of America and the laws of
the State of New York, excluding choice-of-law provisions which would direct the
application  of the laws of another  jurisdiction.  The  Parties  agree that all
actions or proceedings  arising in connection with this Agreement shall be tried
and litigated in the courts of the State of New York.

     16.3 Hazardous Materials.

     (a) Other than in accordance with all applicable laws,  Operator shall not,
and shall not permit  others to,  generate,  store,  handle,  process,  dispose,
discharge,  or otherwise use Hazardous  Materials on, in, under,  from, or about
the  Leased  Premises,  or in a manner  which  could lead to the  imposition  on
Operator or Owner of any liability, judgment, order, or lien of any nature under
any applicable law.

     (b) Operator shall promptly notify Owner in the event of any release of any
Hazardous Material at, in, on, under, from or about the Leased Premises which is
not  permitted  by  applicable  laws,  which is  required  to be  reported  to a
governmental  authority,  or which  could  result in any cleanup  obligation  or
liability  under  applicable  laws,  and shall promptly clean up such release of
Hazardous  Materials in accordance  with all applicable  laws and pay all costs,
damages,  and  penalties  in  connection  with such  release  or  cleanup of the
Hazardous Materials.

     (c)  Operator  shall  indemnify,  defend  and hold  harmless  Owner and the
Project Lender, their respective  Affiliates,  and the shareholders,  directors,
officers and employees of each (the "Operator Indemnitees") from and against any
and all claims,  judgments,  damages,  penalties,  fines, costs,  liabilities or
losses (including sums paid in settlement of claims, reasonable attorneys' fees,
consultant fees and expert fees) that arise from the use, presence,  generation,
handling, processing, storage, discharge, disposal, release, removal, cleanup or

                                       29

<PAGE>

otherwise in connection  with Hazardous  Materials  utilized or present in or at
the Greenhouse or released on, over,  under,  from or about the Leased  Premises
during the term of this  Agreement.  The  obligation  of Operator to  indemnify,
defend  and hold  harmless  the  Operator  Indemnitees  shall not apply to those
matters as to which Owner undertakes to indemnify the Owner  Indemnitees-  under
Subsection 16.3(d) below.

     (d)  The  Owner  shall  indemnify,   defend  and  hold  harmless  Operator,
Operator's lender, their respective Affiliates, and the shareholders, directors,
officers and  employees of each (the "Owner  Indemnitees")  from and against any
and all claims,  judgments,  damages,  penalties,  fines, costs,  liabilities or
losses (including sums paid in settlement of claims, reasonable attorneys' fees,
consultant fees and expert fees) that arise from the use, presence,  generation,
handling, processing, storage, discharge, disposal, release, removal, cleanup or
otherwise in connection with Hazardous Materials utilized on or present in or at
the Greenhouse  Site or released on, over,  under,  from or about the Greenhouse
Site prior to the term of this Agreement.

ARTICLE XVII. NON-WAIVER

     The failure of either Party to insist in any instance on strict performance
of any  provision  of this  Agreement  shall not be construed as a waiver of any
such provisions or the  relinquishment  of any rights  thereunder in the future,
but the same shall continue in full force and effect.

ARTICLE XVIII. INDEPENDENT PARTIES

     It is  expressly  understood  that  Operator  is acting  as an  independent
contractor  under this Agreement.  Nothing  contained in this Agreement shall be
deemed or construed for any purpose to establish,  between Owner and Operator, a
partnership  or  joint  venture,   a   principal-agent   relationship,   or  any
relationship not specifically stated in this Agreement.

ARTICLE XIX. APPROVAL BY PROJECT LENDER

     If the Project Lender requires any  modifications of the provisions of this
Agreement,  neither Owner nor Operator shall unreasonably  withhold its approval
and execution of any such modifications.

ARTICLE XX. NON-DEDICATION OF FACILITY

     Owner does not  dedicate  any part of the  Facility,  the  Pipeline  or the
Greenhouse for the sale of electrical or thermal energy to the public  generally
and indiscriminately, for the exercise of a public franchise, or in the exercise
of a public utility function.

ARTICLE XXI. SURVIVAL OF OBLIGATIONS

     Except  as may be  expressly  provided  in this  Agreement  or any  written
termination  agreements  termination  of this Agreement for any reason shall not
relieve  either  Party  of any  obligation  accruing  or  arising  prior to such
termination.

ARTICLE XXII. FURTHER ASSURANCES



                                       30
<PAGE>

     If either Party  reasonably  determines or is  reasonably  advised that any
further  instruments  or any other things or acts are  necessary or desirable to
carry out the terms of the Agreement,  the other Party shall execute and deliver
all  such  instruments  and  assurances  and do all  things  or acts  reasonably
necessary and proper to carry out the terms of this Agreement.

ARTICLE XXIII. LIMITATION OF LIABILITY

     Notwithstanding  anything to the contrary set forth  herein,  and except to
the extent such  damages may be deemed  included in the  liquidated  damages set
forth in Section  4.6 hereof,  neither  Party shall be liable to the other Party
for indirect, consequential,  incidental, special or punitive damages, including
but not  limited  to  damages  for  delay or loss of use,  or  damages  for lost
profits, products or income.

ARTICLE XXIV. CONFIDENTIALITY

     24.1 Obligation. Owner and Operator agree:

     (a) to hold in confidence,  except as may be reasonably necessary from time
to time to their  performance  hereunder,  to obtain financing for the Facility,
Pipeline or Greenhouse or to fulfill  requirements of Governmental  Authorities;
and

     (b) not to use for any purpose other than the purposes contemplated by this
Agreement;

all information supplied to Owner or Operator,  as the case may be, by the other
Party and designated in writing as confidential.

     24.2  Exceptions.  The  provisions  of this Article XXIV shall not apply to
information  within  any  one of the  following  categories  or any  combination
thereof.

          (i) 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;

          (ii) 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

          (iii)  information  received by the receiving Party from a third party
     having no obligation of confidentiality with respect thereto.

     24.3 Term of Obligation.  The obligations of confidentiality  and nonuse of
the Parties under this Article XXIV shall continue for a period of two (2) years
after the termination or expiration hereof.

ARTICLE XXV. INTERPRETATION



                                       31

<PAGE>

     The article and section headings in this Agreement are for convenience only
and shall not affect the  construction of any terms of this Agreement.  Releases
from and limitations on liability  contained  herein shall,  unless specified to
the contrary therein, apply regardless of fault,  negligence or strict liability
of the Party whose liability is released or limited thereby.

ARTICLE XXVI. SEVERABILITY AND RENEGOTIATION

     Should any provision of this  Agreement for any reason be declared  invalid
or unenforceable by final and unappealable order of any court or regulatory body
having  jurisdiction  thereover,  such decision shall not affect the validity of
the  remaining  portions,  which  remaining  portions  shall remain in force and
effect as if this Agreement had been executed with the invalid  portion  thereof
eliminated.  In the event any such  provision  of this  Agreement is so declared
invalid,  the Parties shall promptly renegotiate in good faith new provisions to
eliminate such invalidity and to restore this Agreement as nearly as possible to
its original intent and effect.

ARTICLE XXVII COUNTERPARTS

     This Agreement may be executed in one or more  counterparts,  each of which
shall  constitute  an  original  but all of which,  when taken  together,  shall
constitute only one legal instrument. This Agreement shall become effective when
copies  hereof (when taken  together)  shall bear the  signatures of both of the
Parties hereto.

ARTICLE XXVIII. SUBORDINATION TO OWNER'S MORTGAGES

     This  Agreement  is subject  and  subordinate  to all ground or  underlying
leases and to all mortgages which may now or hereafter affect such leases or the
Leased   Premises,   and  to  all   renewals,   modifications,   consolidations,
replacements  and  extensions  of any  such  ground  or  underlying  leases  and
mortgages.  This clause shall be  self-operative  and no further  instrument  of
subordination  shall be  required by any ground or  underlying  lessor or by any
mortgagee  affecting any lease or the Leased  Premises.  In confirmation of such
subordination,  Operator and shall execute  promptly any certificate  that Owner
may request. Owner agrees to obtain from any such ground or underlying lessor or
mortgagee an agreement that  Operator's  possession of the Leased  Premises will
not be disturbed during the term hereof and any renewal terms provided  Operator
is not in default hereunder.

ARTICLE XXIX. RECORDING

     Operator shall not record this  Agreement,  nor permit this Agreement to be
recorded,  without the written consent of Owner. If Owner requests,  the parties
shall execute and acknowledge a short form of lease for recording purposes which
shall be recorded at Operator's expense.

     IN WITNESS  WHEREOF,  the Parties have affixed  their  signatures as of the
date first set forth above.

                                            OXBOW POWER OF NORTH TONAWANDA,
                                            NEW YORK, INC.


                                       32
<PAGE>

                                            ("Owner")


                                            By:_________________________________
                                                 Bernard H. Cherry, President


                                            VILLAGE FARMS OF WHEATFIELD, INC.
                                            ("Operator")


                                            By:_________________________________
                                            Name/Title:_________________________


                                   EXHIBIT "A"

                      Legal Description of Leased Premises

     1.  Description  of Greenhouse and  Greenhouse  Site.  The Greenhouse  will
consist of  approximately  twelve and one-half  (12.5)  acres of  glass-enclosed
growing  area and  associated  facilities.  It will be designed  with  installed
equipment and gutter height appropriate for the crop to be sold by Operator.

     The Greenhouse  will be designed for "zero  discharge" of water,  and shall
include systems for runoff  collection and storage,  plant  watering,  shade and
temperature  control.  It will also  include a roadway to a public  road and all
necessary utility connections,  including electricity, water, sewer, storm sewer
and natural gas service.

     The Greenhouse  will be equipped with an  appropriately-sized  natural gas-
and oil-fired Auxiliary Boiler to provide thermal energy during periods in which
such thermal energy is unavailable from the Facility.  The Greenhouse also shall
be equipped with a heat  exchanger  which will be capable of supplying hot water
to the Greenhouse at a temperature of 210(Degree)-215(Degree)  Fahrenheit at the
exit point of the heat exchanger.

     The Greenhouse shall be as is more fully described in Owner's Scope.

     2. Greenhouse  Site.  THAT TRACT OR PARCEL OF LAND,  situate in the Town of
Wheatfield,  County of  Niagara  and State of New York  being part of Lot No. 3,
Township 13, Range 8 and more particularly bounded and described as follows:

     BEGINNING at the point of  intersection of the north line of said Lot No. 3
with the easterly line of Shawnee Road and running  thence  southerly  along the
easterly  line of  Shawnee  Road  778.86  feet to the  northerly  line of  lands
conveyed by deed  recorded  in Niagara  County  Clerk's  office in Liber 1794 of
deeds at page 355; thence easterly at an interior angle of 89 degrees,  53 feet,
46 inches and along the northerly  line of lands so conveyed by deed recorded in
Liber  1794 of deeds at page  355,  1976.85  feet to its  intersection  with the
northwesterly  line of lands now owned by Conrail  Erie  Lackawanna  Railroad by
deeds  recorded in Niagara  County



                                       33
<PAGE>

Clerk's Office in Liber 147 of deeds at pages 182 and 264; thence  northeasterly
at an  interior  angle  of  135  degrees,  7  feet,  39  inches  and  along  the
northwesterly line of lands so owned by Conrail Erie Lackawanna Railroad by deed
aforesaid,  1103.94 feet to its intersection with the northerly line of said Lot
No. 3; thence  westerly at an interior  angle of 44 degrees,  52 feet, 21 inches
and along the  northerly  line of said Lot No. 3,  2757.78  feet to the point of
beginning.

     INCLUDING  all rights in and to Shawnee  Road where the same is adjacent to
the above described premises.

     EXCEPTING  and  reserving  from the above  described  parcel  that  portion
therefor  conveyed to Iroquis Gas Corporation by deed recorded in Niagara County
Clerk's Office in Liber 1501 of deeds at page 707.

     ALSO ALL THAT TRACT OR PARCEL OF LAND, situated in the' Town of Wheatfield,
County of Niagara  and State of New York being part of Lot No. 3,  Township  13,
Range 8 and more particularly bounded and described as follows:

     BEGINNING  at a  point  in the  westerly  line  of  Townline  Road  distant
southerly  85 feet as measured  thereon  from the  northerly  line of Lot No. 3;
running  thence  southerly  along the westerly line of Townline  Road, 102 feet;
running  thence  westerly on a line parallel with the northerly line of said Lot
No. 3 to a point  where said line  intersects  the  southeasterly  line of lands
conveyed  to the City of Lockport by deed  recorded  in said  clerk's  office in
Liber 326 of deeds at page 236;  thence  northeasterly  along the  southeasterly
line of lands so conveyed to the City of Lockport by deed aforesaid  144.57 feet
to a point in said line which would be intersected by a line drawn parallel with
the north line of said Lot No. 3, and  through  the point of  beginning;  thence
east along said described line 561.35 feet to the point of beginning.

     INCLUDING  all rights in and to Townline Road where the same is adjacent to
the above described premises.

                                   EXHIBIT "B"

                          Determination of Net Proceeds

1. Definitions.

     1.1 "Net  Proceeds"  generally  shall mean the net operating  income of the
Greenhouse after deduction of operating  expenses (other than (i)  depreciation,
(ii)  amortization  of noncash items, if any, (iii) interest  payments,  or (iv)
payments of principal on any working  capital  account).  Net Proceeds  shall be
calculated as the  difference  between  Revenues and Permitted  Expenses.  There
shall be excluded from the calculation of Net Proceeds any net operating  losses
of  Operator  (determined  in  accordance  with  generally  accepted  accounting
principles) in connection with the  Greenhouse,  except that Operator may deduct
such net operating  losses  relating  solely to the  Greenhouse  incurred in any
Lease Year as a Permitted Expense in certain succeeding Lease Years, as follows:

          (i) If due  solely to an event of Force  Majeure  Operator  incurs the
     loss of all or  substantially  all of its crop in any Lease Year,  Operator
     may carry  forward that portion of its



                                       34
<PAGE>

     net operating loss which directly results from such crop loss and deduct it
     as a Permitted  Expense for the purpose of calculating  Net Proceeds in the
     two Lease  Years  next  succeeding  the  Lease  Year in which the crop loss
     occurred (but not in subsequent Lease Years); provided that in the event of
     such  two-year  carry  for-ward  Operator  shall be entitled to deduct as a
     Permitted  Expense only one-third of its Overhead  Charge during the second
     year of such two-year carry forward period; and

          (ii) Operator may carry forward  other net operating  losses  relating
     solely to the  Greenhouse  and deduct them as  Permitted  Expenses  for the
     purpose of calculating  Net Proceeds only in the Lease Year next succeeding
     the Lease Year in which such loss  occurred  (and not in  subsequent  Lease
     Years);  but such carry forward shall not affect Operator's right to deduct
     its Overhead Charge as a Permitted Expense.

          No other carry  forwards  of net  operating  losses will be  permitted
     hereunder.

     1.2 "Permitted  Expenses" shall mean those expenses of Greenhouse operation
and maintenance set forth in Section 3 of this Exhibit "B".

     1.3  "Revenues"  shall  mean  those  items of income  and gain set forth in
Section 1 of this Exhibit "B".

2. Revenues. Revenues shall include the following items of income and gain:

     2.1 Sale of Produce. The gross proceeds from the sale of peppers, tomatoes,
flowers or other produce grown or prepared in or through the  Greenhouse and the
gross proceeds from the sale of other goods in connection therewith.

     2.2 Sale of Services.  The gross  proceeds from the sale of services by the
Operator through or in connection with the Greenhouse.

     2.3 Disposition of Equipment.  The gross proceeds from the sale by Operator
of surplus equipment owned by Owner,  provided,  however, that no such equipment
shall be sold without Owner's prior written  consent;  and further provided that
the gross  proceeds  from such  surplus  equipment  sales shall be paid to Owner
immediately following such sale.

     2.4 Interest Income.  Interest earned on invested cash balances  (excluding
interest paid, if any, on monies drawn from Operator's Working Capital account.)

     2.5 Liquidated  Damages.  The liquidated  damages, if any, paid by Owner to
Operator pursuant to Section 4.6 of this Agreement.

     2.6 Insurance  Proceeds.  The proceeds of business  interruption  insurance
actually  paid to Operator to the extent such proceeds are in  compensation  for
lost revenues.

     2.7 Other Income.  Other income received  through or in connection with the
Greenhouse.



                                       35
<PAGE>

3. Permitted Expenses. Permitted Expenses shall mean the Greenhouse operation
and maintenance  expenses set forth in Sections 3.1 through 3.11 of this Exhibit
"B":

     3.1 Salaries and Wages. Salaries and wages of Operator's employees directly
involved in the  conduct of  Greenhouse  operations  for the period on and after
October  1,  1993,  including  the  cost  of  holiday,  vacation,  sickness  and
disability benefits and other customary allowances paid to such employees.

     3.2 Employee  Benefits.  Reasonable costs of established plans for employee
group life  insurance,  hospitalization,  pension,  retirement,  stock purchase,
thrift,  bonus and  other  benefit  plans of a like  nature,  applicable  to the
employees described in Section 3.1 of this Exhibit B.

     3.3  Material.  Material  purchased or furnished by Operator for use in the
Greenhouse;  provided,  however,  that the  accumulation  of  surplus  stocks of
material shall be avoided.

     3.4 Transportation.  Transportation of materials  reasonably  necessary for
Greenhouse operations.

     3.5  Services.  The cost of  contract  services,  equipment  and  utilities
provided by outside sources and directly engaged for Greenhouse operations.

     3.6  Fixed  Rent.  Fixed  Rent  paid to  Owner  under  Section  5.3 of this
Agreement.

     3.7 Repairs and Maintenance.  All costs or expenses incurred by Operator in
the repair or maintenance of the Greenhouse, other than those paid by insurance.

     3.8 Legal Expense.  All reasonable expenses of handling,  investigating and
settling  litigation or claims,  and of discharging liens, for which Operator is
responsible under, this Agreement, and other legal expenses reasonably necessary
for Greenhouse operations.

     3.9  Insurance.  Net premiums for (a)  insurance  required to be carried by
Operator  under  this  Agreement  and  (b)  if  carried  by  Operator,  business
interruption insurance.

     3.10 Fixed Overhead  Charge. A monthly fixed overhead charge (the "Overhead
Charge") equal to Twenty-Five Thousand Dollars ($25,000) per month for the first
Lease Year, and increasing thereafter by three percent (3%) each Lease Year. The
Overhead Charge shall cover personnel and general overhead costs associated with
Greenhouse  management  and  operation  (including  salary and  benefits  of the
Greenhouse  general  manager),  marketing,  sales  administration,   travel  and
entertainment,   invoicing,  billing,  internal  payroll,  internal  accounting,
advertising,  and technical  services and consulting by employees of Operator or
its affiliates.

     3.11 Other Expenditures.  Any other expenditure for Greenhouse operation or
maintenance  properly  incurred by Operator in accordance  with this  Agreement,
other than those set forth in Section 3.12 of this Exhibit "B".

     3.12 Exclusions From Permitted  Expenses.  Permitted Expenses shall exclude
the following:



                                       36
<PAGE>

     (a)  Development and startup expenses  incurred by Operator,  including but
          not limited to  salaries  and wages for the period  before  October 1,
          1993, initial training,  equipment and other capital expenses, initial
          relocation  expenses,  legal  expenses  (other than those set forth in
          Section  3.8 of  this  Exhibit  "B"),  initial  cost of  licenses  and
          permits,   financing   fees  and   expenses  and  costs  of  corporate
          organization;

     (b)  Variable Rent pursuant to Section 5.4 of this Agreement;

     (c)  Equipment lease expenses;

     (d)  Payments of interest, and payments of principal on any working capital
          account;

     (e)  Any losses or expenses  in  connection  with  insured  events,  to the
          extent the operator receives  insurance  proceeds with respect to such
          losses or expenses; and

     (f)  Any  losses  or  expenses  with  respect  to which  Operator  receives
          compensation  by or  through  (i) any public or  governmental  body or
          program or (ii) any private source unaffiliated with Operator.

4. Computation and Payment.

     4.1  Computation and  Distribution.  Operator shall estimate and distribute
Net  Proceeds  for the  then-completed  quarter or quarters of the Lease Year on
June 30, September 30 and December 31 of each Lease Year. Within sixty (60) days
after the end of each Lease Year,  Operator shall calculate  actual Net Proceeds
for such Lease Year.  If actual Net Proceeds  exceed the  estimated Net Proceeds
previously paid by Operator to Owner, Operator shall pay the difference to Owner
on or before  the  expiration  of such  sixty  (60) day  period.  If actual  Net
Proceeds are less than the estimated Net Proceeds previously paid by Operator to
Owner,  Owner shall repay the  difference  to Operator  within  thirty (30) days
after receipt of notice from Operator.

     4.2  Allocation  of Net  Proceeds.  Net Proceeds  shall be  distributed  to
Operator and Owner on the following basis:

     (a)  The first $* of Net Proceeds for each Lease Year shall be  distributed
          * to Operator and * to Owner.

     (b)  The next $* of Net Proceeds for each Lease Year shall be distributed *
          to Operator and * to Owner.

     (c)  All Net  Proceeds  for  each  Lease  Year in  excess  of $*  shall  be
          distributed * to Operator and * to Owner.

          information   omitted  and  subject  to  a  request  for  confidential
          treatment

5. Accounting, Reporting and Audit Rights

                                       37

<PAGE>

     5.1  Statements.  Operator  shall furnish a statement to Owner on or before
the  last day of each  month  for the  costs  and  expenses  of  operations  and
maintenance of the  Greenhouse for the preceding  month.  Such  statements  will
identify  all  Permitted  Expenses  and  Revenues,   summarized  by  appropriate
classifications  of income and expense,  except that unusual charges and credits
shall be separately identified and fully described in detail.

     5.2  Adjustment.  Payments for Permitted  Expenses shown on such statements
shall not  prejudice  the right of Owner to protest or question the  correctness
thereof; provided,  however, all statements rendered to Owner by Operator during
any Lease Year shall  conclusively  be  presumed  to be true and  correct  after
eighteen (18) months following the end of any such Lease Year, unless within the
said eighteen (18) month period Owner takes written  exception thereto and makes
claim on Operator for adjustment.  No adjustment  favorable to Operator shall be
made unless it is made within the same prescribed period.

     5.3 Audits.  Owner,  upon reasonable  notice in writing to Operator,  shall
have the right to require an audit,  by an independent  accounting firm selected
by Owner, of Operator's accounts and records relating to the Greenhouse for such
Lease Year within the eighteen (18) month period  following the end of any Lease
Year;  provided,  however,  the making of an audit shall not extend the time for
the taking of written  exception to and the  adjustments  of account as provided
for in  Paragraph  5.2 of this  Exhibit B. In the event that such audit  reveals
that Owner's  share of Net Proceeds for such Lease Year have been  miscalculated
by two percent (2%) or more, the expense of such audit shall be paid by Operator
and shall not be a  Permitted  Expense.  Otherwise,  Owner  shall pay such audit
expense.





                                       38

<PAGE>

                                   EXHIBIT "C"

                        Schedule of Cancellation Charges

          Cancellation Date                                 Cancellation Charge
          -----------------                                 -------------------
Date of Contract Execution-September 30, 1992                    $50,000
October 1, 1992- January 31, 1993                                $100,000
February 1, 1993-June 30, 1993                                   $200,000
July 1, 1993 through Nursery Substantial Completion              $500,000






                                       39

<PAGE>

                                   EXHIBIT "D"

            Site Plan Showing Pipeline and Points of Interconnection



                                    Omitted.





                                       40

<PAGE>

                                   EXHIBIT "E"

                         Estimate of Total Capital Costs


A.     Greenhouse Financing Costs

1.     Bank Legal Fees                                                 $ 60,775

2.     Bank Consulting Fees                                              24,915*

3.     Bank Placement Fees                                              218,549

4.     Title Insurance                                                   35,542

5.     Builder's Risk, Property, Liability Ins.                          35,840

6.     Bank Commitment Fees                                              42,000*

7.     NYS Mortgage Recording Tax                                       110,000*

8.     Bank Interest Charges                                            675,000*
                                                                     ----------
                  Subtotal                                           $1,116,931



B.     Other Greenhouse Capital Costs

1.     Greenhouse Development and Construction Mgmt.               $    264,114

2.     Greenhouse Engineering, Procurement, Construction              9,600,000*

3.     Greenhouse Land                                                  100,000

                  Subtotal                                           $9,964,114*
                                                                   ------------

C.     Total Greenhouse Capital Cost ("TC")                        $11,081,0.45*

D.     Projected Schedule of Fixed Rent Capital Cost    % of TC      Annual Cost
         Component                                      -------      -----------

       Year 1                                            2.0833%      $230,851 *
       Year 2                                            3.00%        $332,431 *
       Year 3                                            4.50%        $498,647*
       Year 4                                            4.75%        $526,350*
       Year 5                                            5.00%        $554,052*

----------
*    Good-faith estimate. To be adjusted to reflect actual cost.





                                       41

<PAGE>

                                   EXHIBIT "F"

                          Specifications for Condensate

The Condensate  returned from the Greenhouse heat exchanger  system shall comply
with the following limits:

                Parameter                           Maximum Concentration
                ---------                           ---------------------
       Total Suspended Solids                            0.2 mg/L

       Total Hardness                                    0.2 mg/L

       Total Dissolved Solids                            1.0 ppm

       Conductivity                                      10 micromhos/cm

       Soluble Silica, as Si 0,                          0.05 mg/L

       Sodium, as CACO,                                  0.4 mg/L

       pH                                                6.8 to 7.2

       Oil and Grease                                    Nil

       Iron, as Fe                                       0.3 mg/L






                                       42

<PAGE>

                                   EXHIBIT "G"

                           Contents of Operating Plan


The Operating Plan shall include but shall not be limited to the following:

     1.   Crops to be produced

          a.   Variety of crop

          b.   Sowing and planting schedule


     2.   Estimated production budget

          a.   Growing supplies

          b.   Operating supplies

          c.   Capital expenditures

          d.   General plant expenditures

          e.   Labor

          f.   Fixed and variable costs

     3.   Revenue

          a.   Target yield by month

          b.   Target price by month

     4.   Marketing/Sales

          a.   Geographical area

          b.   Target accounts

          c.   Packaging

          d.   Transportation/Logistics

     5.   Management/Organization

          a.   General manager

          b.   Grower manager

          c.   Production personnel

          d.   Packaging personnel

     6.   Financial Projections

          a.   Banking relationship

          b.   Cash flow/profit projections

          c.   Internal/External accounting

     7.   Agro Power Development ("APD") Responsibility;
          Marketing/Administration




                                       43