COMMERCIAL LEASE WITH OPTION TO PURCHASE

AGENCY  RELATIONSHIP  CONFIRMATION.  The following agency relationship is hereby
confirmed for this transaction and supersedes any prior agency election:

      LISTING AGENT: ____________________________ is the agent of (check one):

       / / THE SELLER EXCLUSIVELY; OR / / BOTH THE BUYER AND THE SELLER.

      SELLING  AGENT:  ______________________________  (if not  the  same as the
Listing Agent) is the agent of (check one):

       / / THE BUYER EXCLUSIVELY, OR / / THE SELLER EXCLUSIVELY; OR / / BOTH THE
BUYER AND THE SELLER.  NOTE:  THIS  CONFIRMATION  DOES NOT TAKE THE PLACE OF THE
AGENCY DISCLOSURE FORM WHICH MAYBE REQUIRED BY LAW.
RECEIVED FROM          Vinifera.  Inc        hereinafter  referred to as LESSEE.
             --------------------------------
the sum of $           (                                               dollars).
            ----------- -----------------------------------------------
evidenced by                                   as a deposit which will belong to
            -----------------------------------
Lessor and will be applied as follows:

<TABLE>
<CAPTION>
                                                                       TOTAL          RECEIVED        BALANCE DUE PRIOR TO OCCUPANCY
<S>                                                            <C>                      <C>                    <C>
Rent for the period from March 15 to March 31 .................$      6500.00           $     0                $ ____________
                         --------    --------
 Security deposit (not applicable toward last months rent) ....$      1300.00           $     0                $ ____________
Other .........................................................$                        $                      $ ____________
TOTAL .........................................................$     19,500.00          $     0                $ ____________
</TABLE>
      In the event this Lease is not accepted by the Lessor WITHIN N/A DAYS, the
      total deposit received will be refunded. Lessee offers to lease from
      Lessor the premises situated in the City of PETALUMA County of SONOMA,
      State of CALIFORNIA, 2645 BODEGA AVE , commonly known as "A PORTION OF
      "SEE ADDENDUM 1, 1 & EXHIBIT A, B, C, D, consisting of approximately
      130,000 square feet, upon the following terms and conditions:
1.   TERM. The term will commence on APRIL 1, 1999 , and end on MARCH 31 , 2004.
2.   RENT. The total rent will be $ 780,000.00 , payable at $ 13, 000.00 per
     month (based on first year's rates) payable on the 1ST day of each month.
     All rents will be paid to Lessor or his or her authorized agent, at the
     following address 2647 BODEGA AVE--LOUIS NEVE--NEVE BROTHERS ROSES. or at
     such other places as may be designated by Lessor from time to time. In the
     event rent is not paid within 5 days after due date, Lessee agrees to pay a
     late charge of $ 650.00 plus interest at 8 % per annum on the delinquent
     amount. Lessee further agrees to pay $ 150.00 for each dishonored bank
     check. The late charge period is not a grace period, and Lessor is entitled
     to make written demand for any rent if not paid when due.
3.   USE. The premises are to be used for the operation of GRAPE VINE PRODUCTION
     AND GRAFTING , and for no other purpose, without prior written consent of
     Lessor. Lessee will not commit any waste upon the premises, or any nuisance
     or act, which may disturb the quiet enjoyment of any tenant in the
     building.
4.   USES  PROHIBITED.  Lessee  will not use any  portion  of the  premises  for
     purposes other than those specified. No use will be made or permitted to be
     made upon the  premises,  nor acts done,  which will  increase the existing
     rate of insurance  upon the property,  or cause  cancellation  of insurance
     policies covering the property.  Lessee will not conduct or permit any sale
     by auction on the premises.
5.   ASSIGNMENT AND SUBLETTING.  Lessee will not assign this Lease or sublet any
     portion of the premises without prior written consent of the Lessor,  which
     will not be  unreasonably  withheld.  Any  such  assignment  or  subletting
     without consent will void and, at the option of the Lessor,  will terminate
     this Lease.
6.   ORDINANCES AND STATUTES. Lessee will comply with all statutes,  ordinances,
     and  requirements  of all municipal,  state and federal  authorities now in
     force or which may later be in force,  regarding  the use of the  premises.
     The  commencement  or  pendency  of any state or  federal  court  abatement
     proceeding  affecting  the use of the premises  will,  at the option of the
     Lessor, be deemed a breach of this Lease.
7.   MAINTENANCE,  REPAIRS,  ALTERATIONS.  Unless  otherwise  indicated,  Lessee
     acknowledges that the premises are in good order and repair. Lessee will at
     his or her own expense, maintain the premises in a good and safe condition,
     including  plate  glass  electrical  wiring,  plumbing  and heating and air
     conditioning installations, and any other system or equipment. The premises
     will be surrendered  at  termination of the Lease,  in as good condition as
     received, normal wear and tear excepted. Lessee will be responsible for all
     repairs required,  except the following which will be maintained by Lessor:
     roof, exterior walls,  structural  foundations  (including any retrofitting
     required by governmental authorities) and: BOILER AND HEATING SYSTEMS
     Lessee  /x/  will,  / / will not  maintain  the  property  adjacent  to the
     premises, such as sidewalks,  driveways,  lawns, and shrubbery, which would
     otherwise be  maintained  by Lessor.
     No improvement or alteration of the premises will be made without the prior
     written consent of the Lessor. Prior to the commencement of any substantial
     repair,  improvement,  or alteration,  Lessee will give Lessor at least two
     (2) DAYS WRITTEN NOTICE in order that Lessor may post  appropriate  notices
     to avoid any liability for liens.

     LESSEE [ JB ] [    ] AND LESSOR [ LN ] [    ] HAVE READ THIS PAGE.


<PAGE>

 Property Address    2645 BODEGA AVE. - "A PORTION OF"
                     -----------------------------------------------------------

8.   ENTRY AND INSPECTION. Lessee will permit Lessor or Lessor's agents to enter
     the premises at reasonable times and upon reasonable notice for the purpose
     of inspecting  the  premises,  and will permit  Lessor,  at any time within
     sixty  (60)days  prior to the  expiration of this Lease,  to place upon the
     premises any usual "For Lease" signs,  and permit persons desiring to lease
     the premises at reasonable times.
9.   INTENTIONALLY OMITTED.
10.  POSSESSION.  If Lessor is unable to deliver  possession  of the premises at
     the  commencement  date set forth above,  Lessor will not be liable for any
     damage  caused by the delay,  nor will this Lease be void or voidable,  but
     Lessee  will not be liable  for any rent  until  possession  is  delivered.
     Lessee may  terminate  this Lease if  possession  is not  delivered  within
     _______ days of the commencement term in Item 1.
11.  LESSEE'S INSURANCE. Lessee, at his or her expense, will maintain plate
     glass, public liability, and property damage insurance insuring Lessee and
     Lessor with minimum coverage as follows: $500,000.00 - $1,000,000.00.
     Lessee will provide Lessor with a Certificate of Insurance showing Lessor
     as additional insured. The policy will require ten (10) days written notice
     to Lessor prior to cancellation or material change of coverage.
12.  LESSOR'S  INSURANCE.  Lessor will maintain  hazard  insurance  covering one
     hundred percent (100%) actual cash value of the improvements throughout the
     Lease term.  Lessor's insurance will not insure Lessee's personal property,
     leasehold improvements, or trade fixtures.
13.  SUBROGATION.  To the maximum extent  permitted by insurance  policies which
     may be owned by the parties,  Lessor and Lessee waive any and all rights of
     subrogation which might otherwise exist.
14.  UTILITIES. Lessee agrees that he or she will be responsible for the payment
     of all utilities, including electricity, heat and other services delivered
     to the premises, except: His prorated share of gas for Boiler.
15.  SIGNS. Lessee will not place, maintain, nor permit any sign or awning on
     any exterior door, wall, or window of the premises without the express
     written consent of Lessor, which will not be unreasonably withheld, and of
     appropriate governmental authorities.
16.  ABANDONMENT OF PREMISES.  Lessee will not vacate or abandon the premises at
     any time  during the term of this Lease.  If Lessee does  abandon or vacate
     the  premises,  or is  dispossessed  by process of law, or  otherwise,  any
     personal  property  belonging to Lessee left on the premises will be deemed
     to be abandoned, at the option of Lessor.
17.  CONDEMNATION.  If any part of the premises is condemned for public use, and
     a part remains which is  susceptible  of  occupation by Lessee,  this Lease
     will, as to the part taken,  terminate as of the date of condemnor acquires
     possession.  Lessee will be required to pay such  proportion of the rent of
     the  remaining  term as the value of the  premises  remaining  bears to the
     total value of the premises the date of  condemnation;  provided,  however,
     that either party may, at his or her option, terminate this Lease as of the
     date of condemnor  acquires  possession.  In the event to that the premises
     are condemned in whole,  or the remainder is not susceptible for use by the
     Lessee,  this  Lease  will  terminate  upon the date  which  the  condemnor
     acquires  possession.  All sums  which may be  payable  on  account  of any
     condemnation  will belong solely to the Lessor;  except that Lessee will be
     entitled  to retain any  amount  awarded to him or her for his or her trade
     fixtures and moving expenses.
18.  TRADE FIXTURES.  Any and all  improvements  made to the premises during the
     term will belong to the Lessor, except trade fixtures of the Lessee. Lessee
     may, upon termination,  remove all his or her trade fixtures,  but will pay
     for all costs necessary to repair any damage to the premises  occasioned by
     the removal.
19.  DESTRUCTION  OF  PREMISES.  In the  event of a partial  destruction  of the
     premises during the term, from any cause except acts or omission of Lessee,
     Lessor will promptly repair the premises, provided that such repairs can be
     reasonably made WITHIN SIXTY (60) DAYS. Such partial  destruction  will not
     terminate   this   Lease,   except  that  Lessee  will  be  entitled  to  a
     proportionate  reduction of rent while such  repairs are being made,  based
     upon the  extent  to  which  making  of such  repairs  interferes  with the
     business of Lessee on the  premises.  If the repairs  cannot be made WITHIN
     SIXTY (60) DAYS, this Lease may be terminated at the option of either party
     by giving  written  notice to the other  party  WITHIN  THE SIXTY  (60) DAY
     PERIOD.
20.  HAZARDOUS  MATERIALS.  Lessee  will  not  use,  store,  or  dispose  of any
     hazardous substances upon the premises,  except the use and storage of such
     substances  that are  customarily  used in  Lessee's  business,  and are in
     compliance with all  environmental  laws.  Hazardous  substances  means any
     hazardous  waste,   substance  or  toxic  materials   regulated  under  any
     environmental laws or regulations  applicable to the property.  Lessee will
     be responsible for the cost of removal of any toxic contamination caused by
     lessee's use of the premises.
21.  INSOLVENCY.  The appointment of a receiver,  an assignment for the benefits
     of  creditors,  or the filing of a  petition  in  bankruptcy  by or against
     Lessee, will constitute a breach of this Lease by Lessee.
22.  DEFAULT. In the event of any breach of this Lease by Lessee, Lessor may, at
     his or her option,  terminate  the Lease and recover from  Lessee:  (a) the
     wroth at the time of award of the unpaid  rent which had been earned at the
     time of  termination;  (b) the  worth a the time of award of the  amount by
     which the unpaid rent which would have been earned after  termination until
     the time of the  award  exceeds  the  amount of such  rental  loss that the
     Lessee proves could have been reasonably avoided; (c) the worth at the time
     of award of the amount by which the unpaid rent for the balance of the term
     after the

     LESSEE [ JB ] [    ] AND LESSOR [ LN ] [    ] HAVE READ THIS PAGE.
<PAGE>


Property Address   2645 BODEGA AVE. - "A PORTION OF"
                   -------------------------------------------------------------

     time of award exceeds the amount of such rental loss that the Lessee proves
     could be reasonably avoided; and (d) any other amount necessary to
     compensate Lessor for all the detriment proximately caused by the Lessee's
     failure to perform his or her obligations under the Lease or which in the
     ordinary course of things would be likely to result therefrom.
          Lessor may, in the alternative, continue this Lease in effect, as long
     as Lessor does not terminate Lessees' right to possession, and Lessor may
     enforce all of Lessor's rights and remedies under the Lease, including the
     right to re over the rent as it becomes due under the Lease. If said breach
     of Lease continues, Lessor may, at any time thereafter, elect to terminate
     the Lease.
          These provisions will not limit any other rights or remedies which
     Lessor may have.
 23. SECURITY.  The security deposit will secure the performance of the Lessee's
     obligations.  Lessor  may,  but  will not be  obligated  to,  apply  all or
     portions  of the deposit on account of  Lessee's  obligations.  Any balance
     remaining upon termination will be returned to Lessee. Lessee will not have
     the right to apply the  security  deposit In  payment  of the last  month's
     rent.
 24. DEPOSIT REFUNDS.  The balance of all deposits will be refunded WITHIN THREE
     (3) WEEKS (or as  otherwise  required  by law),  from  date  possession  is
     delivered  to  Lessor  or his  or her  authorized  agent,  together  with a
     statement showing any charges made against the deposits by Lessor.
 25. ATTORNEY  FEES.  In any action or  proceeding  involving a dispute  between
     Lessor and Lessee arising out of this Lease,  the prevailing  party will be
     entitled to reasonable attorney fees.
 26. WAIVER.  No failure  of Lessor to  enforce  any term of this Lease will be
     deemed to be a waiver.
 27. NOTICES.  Any notice which either party may or is required to give, will be
     given by mailing the notice, postage prepaid, to Lessee at the premises, or
     to Lessor at the address shown in Item 2, or at such other places as may be
     designated  in writing by the  parties  from time to time.  Notice  will be
     effective FIVE (5) DAYS AFTER  MAILING,  or on personal  delivery,  or when
     receipt is acknowledged in writing.
 28. HOLDING OVER. Any holding over after the expiration of this Lease, with the
     consent of Owner,  will be a month-to-month  tenancy at a monthly rent of $
     14,950.00 , payable in advance and  otherwise  subject to the terms of this
     Lease,  as  applicable,  until either party will  terminate  the tenancy by
     giving the other party THIRTY (30) DAYS WRITTEN NOTICE.
 29. TIME. Time is of the essence of this Lease.
 30. HEIRS, ASSIGNS,  SUCCESSORS.  This Lease is  binding upon and inures to the
     benefit of the heirs, assigns, and successors of the parties.
 31. INTENTIONALLY OMITTED.
 32. INTENTIONALLY OMITTED.
 33. OPTION.  So long as Lessee is not in default in the performance of any term
     of this  Agreement,  Lessee  will  have the  option  to  purchase  the real
     property  for  a  purchase   price  of  $2,450,000.00  (Two mill. four hund
     fifty the dollars), upon the following terms and conditions.
     a.  DISCLAIMER.  The parties acknowledge that availability of financing and
         other purchase costs cannot be ascertained  with certainty.  Therefore,
         the  parties   agree  that  these  items  will  not  be  conditions  of
         performance of this Agreement.  The parties  acknowledge that they have
         not relied  upon any  representations  or  warranties  by the Broker or
         Lessor in this regard.
     b.  FIXTURES.  All  improvements,   fixtures,   attached  floor  coverings,
         draperies including hardware,  shades, blinds, window and door screens,
         storm  sash,  combination  doors,  awnings,  outdoor  plants  potted or
         otherwise,  trees, and items permanently  attached to the real property
         are included in the sale, free of liens, unless specifically excluded.
     c.  PERSONAL PROPERTY.  The following  personal  property,  on the premises
         when  inspected by Lessee,  are included in the purchase price and will
         be  transferred  by a  Warranty  Bill  of  Sale  at  close  of  escrow:

         ----------------------------------------------------------------------.
     d.  ENCUMBRANCES. In addition to any encumbrances assumed by Lessee, Lessee
         will take title to the  property  subject to: [1] real estate taxes not
         yet due; and [2]  covenants,  conditions,  restrictions,  reservations,
         rights,  rights of way and  easements of record,  if any,  which do not
         materially affect the value or intended use of the property. The amount
         of any bond or  assessment  which is a lien will be  assumed  by Lessee
         without credit toward the purchase price, except:

         ----------------------------------------------------------------------.
     e.  EXAMINATION  OF TITLE.  WITHIN  FIFTEEN (15) DAYS AFTER THE EXERCISE OF
         THIS  OPTION,  Lessee will examine the title to the property and report
         in writing  any valid  objections.  Any  exceptions  to the title which
         would be disclosed by


     LESSEE [ JB ] [ LN ] AND LESSOR [ LN ] [    ] HAVE READ THIS PAGE.

<PAGE>


Property Address   2645 BODEGA AVE. - "A PORTION OF"
                   -------------------------------------------------------------

         examination of the records will be deemed to have been accepted unless
         reported in writing WITHIN THE FIFTEEN (15) DAYS. If Lessee objects to
         any exceptions to the title, Lessor will use due diligence to remove
         such exceptions at his or her own expense WITHIN SIXTY (60) DAYS. If
         such exceptions cannot in good faith be removed WITHIN SIXTY (60) DAYS,
         Lessee may terminate the Agreement unless he or she elects to purchase
         the property subject to the exceptions.
     f.  EVIDENCE  OF  TITLE.  Evidence  of  title will be in the form of /X/ a
         policy of title insurance, / / other to be paid for by BUYER.
     g.  CLOSING  COSTS.  Escrow  fees and other  closing  costs will be paid in
         accordance  with  local  custom,  except as otherwise  provided in this
         Agreement.
     h.  CLOSE OF ESCROW.  WITHIN 90 DAYS AFTER EXERCISE OF THE OPTION,  or upon
         removal  of any  exceptions  to the title by the  Lessor,  as  provided
         above, whichever is later, both parties will deposit with an authorized
         escrow holder, to be selected by the Lessee,  all funds and instruments
         necessary  to  complete  the  sale in  accordance  with the  terms  and
         conditions  of  this  Agreement.  The  representations  and  warranties
         contained in this Agreement will survive close of escrow.
     i.  PRORATIONS. Rents and taxes will be prorated as of recordation of deed.
         Security deposits,  advance rentals, or considerations involving future
         lease credits will be credited to Lessee.
     j.  EXPIRATION  OF OPTION.  This Option may be  exercised at any time after
         MARCH  31,  2004,  19 ___,  and  will  expire  at  midnight  MARCH  31,
         2005,   19___.  Upon  expiration  Lessor  will  be  released  from  any
         obligation to sell the property to Lessee.  If  requested,  Lessee will
         execute a quit claim deed to evidence the termination of the Option.
     k.  EXERCISE  OF  OPTION.  The  Option  will be  exercised  by  mailing  or
         delivering  written notice to the Lessor and by an additional  payment,
         on  account  of  the  purchase  price, in  the  amount  of  $ 25,000.00
         (Twenty Five THOUSAND AND 00/100 ----------------- DOLLARS) for account
         of Lessor to the authorized  escrow holder referred to above,  prior to
         the expiration date of the Option.
              Notice. If mailed,  the exercise option will be by certified mail,
         postage prepaid,  to the Lessor at the address set forth in Item 2, and
         will be deemed to have been given on the day  following  deposit in the
         U.S. Mail.
              In the event the Option is exercised,  the consideration  paid for
         the Option and 0 % of the rent paid by Lessee  prior to the exercise of
         the Option will be credited toward the purchase price.

THE UNDERSIGNED  LESSEE HEREBY  ACKNOWLEDGES  THAT HE OR SHE HAS THOROUGHLY READ
AND APPROVED EACH OF THE PROVISIONS  CONTAINED IN THIS OFFER,  AND AGREES TO THE
TERMS AND CONDITIONS SPECIFIED.

Lessee   /s/ J. Bouchaert           Date   3/25/99     Lessee        Date
      -----------------------------      -------------        ------      ---
        Joseph Bouckaert, President

Receipt for deposit acknowledged by                                  Date
                                   ----------------------------------     ---


                                   ACCEPTANCE

THE  UNDERSIGNED  LESSOR  ACCEPTS THE  FOREGOING  OFFER AND GRANTS THE OPTION TO
PURCHASE SET FORTH ABOVE.

NOTICE:  THE AMOUNT OR RATE OF REAL ESTATE COMMISSIONS IS NOT FIXED BY LAW. THEY
ARE SET BY EACH BROKER INDIVIDUALLY AND MAY BE NEGOTIABLE BETWEEN THE SELLER AND
BROKER.

34.  COMMISSION. Upon execution, the Lessor agrees to pay to __________________,
     the Broker in this  transaction,  ______% of the option  consideration  for
     securing     the    Option    plus    the    sum    of    $     ___________
     (________________________________________________   dollars)   for  leasing
     services rendered and authorizes Broker to deduct this sum from the deposit
     received  from  Lessee.  In the event the Option is  exercised,  the Lessor
     agrees  to  pay  Broker  the  additional  sum  of  $  _____________________
     (_____________________________________________  dollars) from sale proceeds
     at close of  escrow.  This  Agreement  will not limit the  rights of Broker
     provided  for in any  listing  or other  agreement  which  may be in effect
     between  Lessor and Broker.  In any action for  commission  the  prevailing
     party will be  entitled to  reasonable  attorney  fees,  whether or not the
     action proceeds to trial or final judgment.

Lessor  acknowledges  that he or she has read and  understands the provisions of
this Agreement,  agrees to the terms and conditions specified,  and acknowledges
receipt of a copy.

Lessor    /s/ Louis Neve                              Date      3/25/99
       -------------------------------------------         ---------------------
          Louis Neve

Lessor ___________________________________________    Date _____________________

THE LESSEE HEREBY  ACKNOWLEDGES  RECEIPT OF A COPY OF THE ACCEPTED  AGREEMENT ON
(DATE) ___________. [____][____] (INITIALS).

<PAGE>



                                 ADDENDUM NO. 1

To Agreement dated MARCH 18, 1999 between Vinifera, And LOUIS NEVE, concerning
property located at 2645 BODEGA AVENUE
                       "A PORTION OF" PETALUMA, CA 94952

         The parties agree as follows:

1.) April 1, 2004 - The lessee shall have the right to extend his lease to March
31, 2009, for $14,950.00 per month with all other Terms and Conditions remaining
the same.

2.) April 1, 2009 - The lessee shall have the right to extend his lease to March
31,  2014,  for  $17,190.000  per  month  with all other  Terms  and  Conditions
remaining the same.

3.) $45,000 .00 shall be due and  payable  not later than May 31,  1999.  These
monies are the Aggregate funds payable in Rent and Deposits for the period March
15, 1999 - May 31, 1999.

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________


This Addendum, upon its execution by both parties, is made a part of the above
Agreement.

Lessor  /s/ Louis Neve                               Date       3/25/99
       -------------------------------------------        ----------------------
        Louis Neve

Seller/Lessor                                        Date
              ------------------------------------        ----------------------


Buyer/Lessee     /s/ J. Bouckaert                   Date        3/25/99
             ------------------------------------        -----------------------
                J. Bouckaert, President

Buyer/Lessee                                         Date
             -------------------------------------        ----------------------


<PAGE>




                                   DESCRIPTION


FIRST TRACT:

BEGINNING IN THE CENTER OF A CREEK, AT A POINT IN THE DIVIDING LINE BETWEEN THE
LANDS OF HENRY HASPER AND THE LANDS NOW OR FORMERLY OF ALKIRE, WHICH POINT OF
BEGINNING IS NORTH 89o 30' EAST, 10.79 CHAINS FROM THE SOUTHWESTERLY CORNER OF
THE LANDS OF HASPER, WHICH SAID CORNER IS THE DIVIDING LINE BETWEEN THE LANDS OF
HASPER AND ALBERTS; RUNNING THENCE FROM SAID POINT OF BEGINNING, SOUTH 89o 30'
WEST, 10.79 CHAINS TO THE DIVIDING LINE BETWEEN THE LANDS OF ALBERTS AND THE
LANDS OF HASPER; THENCE NORTH 30o WEST, 4.10 CHAINS; THENCE NORTH 89o 45' WEST,
0.33 CHAINS; THENCE NORTH 9o 15; WEST, 1.82 CHAINS; THENCE NORTH 62o 30' EAST,
11.47 CHAINS TO THE CENTER OF A CREEK; THENCE SOUTHERLY FOLLOWING THE
MEANDERINGS OF SAID CREEK, TO THE POINT OF BEGINNING.

APN 021-010-001

SECOND TRACT:

FIRST PARCEL:

BEGINNING AT THE SOUTHEAST CORNER OF THE PROPERTY SITUATED ON THE SOUTH SIDE OF
THE PETALUMA AND BLOOMFIELD ROAD, KNOWN AS THE LIBERTY RACE TRACT PROPERTY; AND
FROM THENCE NORTH 44o 40' WEST, 32.10 CHAINS; THENCE NORTH 46o 40' WEST, 10.21
CHAINS; THENCE NORTH 57o WEST, 1.88 CHAINS; THENCE SOUTH 1o 00' WEST, 7.85
CHAINS; THENCE SOUTH 37o 30' WEST, 1.68 CHAINS; THENCE SOUTH 19o WEST, 1.38
CHAINS; THENCE SOUTH 3o 30' WEST, 1.43 CHAINS; THENCE SOUTH 6o 30' EAST, 2
CHAINS; THENCE SOUTH 8o 30' EAST, 6.79 CHAINS; THENCE SOUTH 88o 30' EAST, 0.32
CHAINS; THENCE SOUTH 11.30 CHAINS; THENCE EAST, 29.32 CHAINS; FROM THENCE NORTH
1o 15' EAST, 1.33 CHAINS TO THE PLACE OF BEGINNING. BEING THE SAME LANDS AS WERE
CONVEYED TO JAMES LOUGHNANE BY VINCENT LIBERTY BY DEED DATED SEPTEMBER 12, 1871
AND RECORDED IN BOOK 35 OF DEEDS, PAGE 154, SONOMA COUNTY RECORDS.

APN 021-010-002

EXCEPTING THEREFROM THE LAND HERETOFORE CONVEYED BY SAID JAMES LOUGHNANE TO JOHN
R. DAVIS, BY DEED DATED SEPTEMBER 20, 1871, AND RECORDED IN BOOK 35 OF DEEDS,
PAGE 177, SONOMA COUNTY RECORDS.

ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN A DEED FROM SAID JAMES LOUGHNANE
AND WIFE, TO WILLIAM SEXTON, DATED MAY 17, 1873 AND RECORDED IN BOOK 41 OF
DEEDS, PAGE 342, SONOMA COUNTY RECORDS. EACH TRACT OF LAND COVERED BY SAID TWO
EXCEPTIONS CONSISTING OF 12 ACRES EACH, MORE OR LESS, AND BEING EACH ON THE
SOUTHERLY SIDE OF SAID PETALUMA AND BLOOMFIELD ROAD AND BEING THE SOUTHERLY PART
OF THE FIRST PARCEL HEREIN DESCRIBED.

ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PORTION THEREOF:

BEGINNING IN THE CENTER OF A CREEK AT A POINT IN THE DIVIDING LINE BETWEEN THE
LANDS OF HENRY HASPER AND THE LANDS NOW OR FORMERLY OF ALKIRE, WHICH POINT OF
BEGINNING IS NORTH 89o 30' EAST, 10.79 CHAINS FROM THE SOUTHWESTERLY CORNER OF
THE LANDS OF HASPER, WHICH SAID CORNER IS IN THE DIVIDING LINE BETWEEN THE LANDS
OF HASPER AND ALBERTS; RUNNING THENCE FROM SAID POINT OF BEGINNING, SOUTH 89o
30'


                                                           /s/JB  /s/LN
<PAGE>

WEST, 10.79 CHAINS TO THE DIVIDING LINE BETWEEN THE LANDS OF ALBERTS AND THE
LANDS OF HASPER; THENCE NORTH 30o WEST, 4.10 CHAINS; THENCE NORTH 89o 45' WEST,
0.33 CHAINS; THENCE NORTH 9o 15' WEST, 1.82 CHAINS; THENCE NORTH 62o 30' EAST,
11.47 CHAINS TO THE CENTER OF A CREEK; THENCE SOUTHERLY FOLLOWING THE
MEANDERINGS OF SAID CREEK TO THE POINT OF BEGINNING.

SECOND PARCEL:

A RIGHT OF WAY OF A UNIFORM WIDTH OF 10 FEET DESCRIBED AS FOLLOWS:

 BEGINNING AT A POINT ON THE NORTHERLY LINE OF THE ABOVE DESCRIBED LAND, WHICH
 POINT OF BEGINNING IS 53 FEET SOUTHWESTERLY FROM TAE WESTERLY END OF A BRIDGE
 ACROSS THE CREEK ABOVE MENTIONED; THENCE NORTHEASTERLY 53 FEET TO SAID BRIDGE;
 THENCE NORTHEASTERLY 311 FEET TO THE COUNTY ROAD LEADING FROM PETALUMA TO
 BLOOMFIELD,

ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PORTION THEREOF:

BEING A PORTION OF THE HENRY HASPER RANCH, SO-CALLED, AND WHICH SAID PORTION
HEREBY CONVEYED IS DESCRIBED AS FOLLOWS:

COMMENCING AT A 6 INCH BY 6 INCH POST IN A GATEWAY ON THE SOUTH SIDE OF THE
PETALUMA AND BLOOMFIELD ROAD, WHICH POST IS 35.10 CHAINS NORTHWESTERLY FROM THE
SOUTHEAST CORNER OF THE PROPERTY KNOWN AS THE LIBERTY RACE TRACT; THENCE ALONG A
FENCE SOUTH 59o 45' WEST, 9.17 CHAINS TO A STAKE; THENCE ALONG A FENCE AND THE
LANDS OF THE HEIRS OF LEWIS VESTAL, DECEASED, NORTH 18o 45' EAST, 1.06 CHAINS;
NORTH 33o 45' EAST, 0.92 CHAINS; NORTH 41o 30' EAST, 0.61 CHAINS; AND NORTH 0o
15' EAST, 8.42 CHAINS TO THE CENTERLINE OF THE 46o 45' EAST, 7.21 CHAINS TO A
POINT IN LINE WHICH WITH THE POST AND FENCE FIRST MENTIONED; THENCE SOUTH 59o
45' WEST, 0.49 CHAINS TO THE POINT OF BEGINNING. BEARINGS TRUE. BEING THE
NORTHWESTERLY CORNER OF THE TRIANGULAR PIECE OF LAND CONVEYED TO JAMES LOUGHNANE
BY VINCENT LIBERTY BY DEED DATED SEPTEMBER 12, 1871, AND RECORDED IN BOOK 35 OF
DEEDS, PAGE 154, SONOMA COUNTY RECORDS. BEING THE SAME PROPERTY CONVEYED BY DEED
DATED OCTOBER 21, 1913, BY HENRY HASPER TO EDWARD LAWRENCE AND MARY LAWRENCE,
HIS WIFE, AND RECORDED OCTOBER 22, 1913, IN BOOK 316 OF DEEDS, PAGE 166, SONOMA
COUNTY RECORDS, WHICH DEED IS HEREBY REFERRED TO AND MADE A PART HEREOF.

ALSO EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PORTION THEREOF. BEING A
PORTION OF THE PROPERTY SITUATED ON THE SOUTH SIDE OF THE PETALUMA AND
BLOOMFIELD ROAD, KNOWN AS THE LIBERTY RACE TRACT PROPERTY, DEEDED TO WILLIAM
HASPER AND HENRY HASPER, BY DEED DATED DECEMBER 1, 1903 AND RECORDED IN BOOK 208
OF DEEDS, PAGE 210, SONOMA COUNTY RECORDS, BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:

BEGINNING AT THE SOUTHEAST CORNER OF THE ABOVE MENTIONED TRACT; THENCE ALONG THE
NORTHERLY LINE OF THE A.B. SILVA TRACT, SOUTH 20o 38' WEST, 467.30 FEET; THENCE
SOUTH 89o 13 WEST, 174.45 FEET; THENCE NORTH 20o 38' EAST, 605.00 FEET TO A
POINT IN THE CENTER OF THE PETALUMA AND BLOOMFIELD ROAD; THENCE SOUTH 44o 52'
EAST, 178.47 FEET TO THE POINT OF BEGINNING.


                                                           /s/JB  /s/LN
<PAGE>






          RECORDING REQUESTED BY AND
          WHEN RECORDED RETURN TO:


          HAAS & NAJARIAN
          58 Maiden Lane, Second Floor
          San Francisco, CA 94108
          Attention: Robert C. Nicholas

          MAIL TAX STATENMENTS TO:

          Vinifera, Inc.
          4288 Bodega Avenue
          Petaluma, CA  94952


--------------------------------------------------------------------------------
                       SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE

                        MEMORANDUM OF OPTION TO PURCHASE

              This Memorandum of Option ("Memorandum') is made as of March 25,
         1999, by and between Louis Neve ("Optionor") and Vinifera, Inc., a
         California corporation ("Optionee').

              1.    Optionor hereby grants to Optionee an option to purchase
         (the "Option) all of that certain real property commonly known as 2645
         Bodega Avenue, Petaluma, California 94952 (the "Property"), as depicted
         in EXHIBIT "A" attached hereto and incorporated herein. Said Property
         consists of approximately two hundred thousand (200,000) square feet of
         greenhouse space plus approximately nine (9) acres of land.

              2.      The specific terms and conditions of Optionee's Option are
         set forth in the Commercial Lease With Option to Purchase (the
         "Agreement") dated March 25, 1999. All of the terms and conditions of
         The Agreement are incorporated herein by this reference.

              3.      The term of the Option expires at midnight on March 31,
         2005.

              4.      Any party who is interested in acquiring an interest in
         the Property should contact the Optionor and Optionee. Optionor's
         address is:

                           For Louis Neve:    410 Petaluma Blvd. So.
                           c/o Aldo Baccala   Suite D
                                              P.O. Box 259
                                              Petaluma, CA 94953


                                       1
<PAGE>

                      Optionee's address is:

                           Vinifera, Inc., 4288 Bodega Avenue, Petaluma, CA
                           94952.

         IN WITNESS WHEREOF, the parties hereto have executed this Memorandum as
         of the date first above written.


         OPTIONOR:                      OPTIONEE:

                                        VINIFERA, INC., A CALIFORNIA CORPORATION
          /s/ Louis Neve
         ------------------------
             LOUIS NEVE
                                        By:     /s/ J. Bouckaert
                                           -------------------------------------
                                               Joseph Bouckaert, President
                                        Its:
                                           -------------------------------------

                                        By:     /s/ J. Bouckaert
                                           -------------------------------------
                                                Joseph Bouckaert, Secretary
                                        Its:
                                            ------------------------------------

                                                                  /s/JB  /s/LN
                                       2
<PAGE>





STATE OF CALIFORNIA    )
                       ) ss
COUNTY OF SONOMA       )

     On this 28TH day of APRIL, 1999, before me, a Notary Public, State of
California, duly commissioned and sworn, personally appeared: JOSEPH A.
BOUCKAERT known to me (or proved to me on the basis of satisfactory evidence) to
be the person whose name is subscribed to the within instrument, and
acknowledged that he/she executed the same.

Official Seal:                     /s/ Dee A. J. Hernlund
                                   ---------------------------------------------
                                   Notary Public
                                   My Commission Expires:  March 28, 2003
                                                         -----------------------



DEE A. J. HERNLUND
Comm. # 1214328
NOTARY PUBLIC -CALIFORNIA
Sonoma County
My Comm. Expires Mar. 28,2003

                                       3
                                                           /s/JB  /s/LN
<PAGE>




                                 ADDENDUM NO. 2
                   TO COMMERCIAL LEASE WITH OPTION TO PURCHACE
                   -------------------------------------------


        This Addendum No. 2 to Commercial Lease with Potion to Purchase (this
"Addendurn") is made and entered into as of March 25, 1999, by and between LOUIS
NEVE ("Lessor) and VINIFERA, INC., a California corporation ("Lessee").

    1.  The following language is added following the word "Lessor" in the
        second line of Paragraph 3 of the Commercial Lease with Option to
        Purchase ("'Lease"): "which consent shall not be unreasonably withheld".

    2.  ORDINANCES AND STATUTES. Lessor warrants and represents that the
        premises currently comply with all statutes, ordinances and requirements
        of all municipal, state and federal authorities now in force. Lessor
        agrees to defend, indemnify and hold Lessee harmless from and against
        all claims, demands, causes of action, liabilities, damages, costs and
        expenses (including reasonable attorneys' fees, court costs, and expert
        witness and consultant fees) relating to or arising from Lessor's breach
        of this warranty and representation. Lessee shall comply with all
        statutes, ordinances and requirements of all. municipal, state and
        federal authorities which may later apply to the premises following the
        date of the Lease relating to or arising from Lessee's particular use of
        the premises. If such law compliance, however, does not relate to or
        apply because of Lessee's particular us of the premises but generally
        applies to all such buildings without regard to Lessee's particular use,
        Lessor, at Lessor's sole cost and expense, shall comply with such
        requirements."

    3.  The term "and Acts of God" is inserted following the words "normal wear
        and tear" in the fourth line of Paragraph 7 of the Lease.
        Notwithstanding the language contained in Paragraph 7 of the Lease,
        Lessee shall have no obligation to maintain, repair of alter any part of
        the premises damaged by an act or omission on the part of Lessor or
        Lessor's employees, agents, contractors, agents and invitees. The
        obligation of Lessee to maintain and repair the electrical wiring,
        plumbing and heating and air-conditioning installations is limited to
        the equipment and wiring actually situated in the premised leased by
        Lessor to Lessee. Such obligation of Lessee shall not extend to nor
        include any electrical wiring, plumbing and heating and air-conditioning
        installations located outside of the premises but which service the
        premises.

    4.  INDEMNIFICATION OF LESSOR. Lessor will not be liable for any damage or
        injury to Lessee, or to any other person, or to any property, occurring
        on the premises, except for any such damage or injury relating to or
        arising from Lessor's acts or omissions. Lessee agrees to hold Lessor
        harmless from any claims for damages arising out of Lessee's use of the
        premises, and to indemnify Lessor for any expense incurred by Lessee in
        defending any such claims, except for those claims resulting from the
        acts or omissions of the Lessor or of Lessor's employees, agents,
        contractors, agents and invitees.

    5.  Not withstanding anything to the contrary in Paragraph 18, only those
        improvements listed in Exhibit "B" attached hereto shall belong to
        Lessor upon the expiration or earlier termination of the Lease.

    6.  Lessor agrees to defend, indemnify, and hold Lessee harmless from and
        against any and all claims, demands, causes of action, liabilities,
        damages, costs and expenses (including reasonable attorneys' fees, court
        costs and expert witness and consultant fees), relating to or, arising
        from any breach by Lessor or failure to comply with any and all city,
        county, state and federal environmental laws or other laws relating to
        the storage, control or handling of hazardous materials.

                                                           /s/JB  /s/LN
<PAGE>


    7.  The Option to Purchase, contained in Paragraph 3 relates to the entire
        property described in Exhibit "C" attached hereto. In the event Lessee
        exercises the Option, said property shall be sold unencumbered by any
        leases now or hereafter entered into by Lessor and third parties.
        Notwithstanding anything to the contrary contained in Paragraph 33j,
        Lessee may exercise the Option to Purchase at any time after March 31,
        2002, but said Option to Purchase shall expire March 31, 2005. Landlord
        and Tenant agree to execute the Memorandum of Option attached hereto as
        Exhibit "D" and to record same in the Official Records of the County of
        Sonoma.

        IN WITNESS WHEREOF, this Addendum No. 2 has been executed as of the day
        and year first written above.

LESSOR:                                  LESSEE:



By:  /s/ Louis Neve                     VINIFERA, INC., a California corporation
    ----------------------------
    LOUIS NEVE


                                        By:   /s/ Joseph Bouckaert
                                             -----------------------------------
                                        Its:            President
                                             -----------------------------------


                                        By:    /s/ Joseph Bouckaert
                                             -----------------------------------

                                        Its:   J. Bouckaert, Secretary
                                             -----------------------------------



                                                           /s/JB  /s/LN
<PAGE>



                                    EXHIBIT A
                              "A PORTION OF" PARCEL

                                 APN 021-010-001














                          County Assessor's Parcel Map





<PAGE>



                                    EXHIBIT B
                                  IMPROVEMENTS
                                  ------------



1.    All heating systems, and ventilation systems.
2.    12 Green Houses
3.    Well and Pumping system



<PAGE>






                                   EXHIBIT "C"
                          OPTION PROPERTY ENTIRE PARCEL

                                 APN 021-010-001




















                          County Assessor's Parcel Map