<PAGE>
EXHIBIT 10.1

Commercial Contract                                         Adams Gallinar, P.A.
FLORIDA ASSOCIATION OF REALTORS                   1200 Brickell Avenue Suite 900
                                                                Miami, FL  33131
                                              Tel. 305-461-6800 Fax 305-416-6811


1. PURCHASE AND SALE:
HINES NURSERIES, INC., A CALIFORNIA CORPORATION                      ("SELLER").
AND F & J FARMS, LLC, A FLORIDA LIMITED LIABILITY COMPANY,
AND/OR PERMITTED ASSIGNS                                              ("BUYER").
Agree to sell and buy on the terms and conditions  specified  below the property
("Property") described as:
Address: TBD

Legal Description:

APPROXIMATELY 138+ ACRES LOCATED FROM SW 184TH STREET AND SW 190TH STREET, AND
FROM SW 164TH AVENUE AND SW 169TH AVENUE IN MIAMI-DADE COUNTY TO BE FURTHER
SUPPLEMENTED BY AN ACCURATE ACREAGE MEASUREMENT AND BOUNDARY SURVEY (SEE EXHIBIT
"A") .

and the following Personal Property:

TO BE IDENTIFIED AND INVENTORY TO BE GENERATED AND AGREED UPON DURING INSPECTION
PERIOD.


(all collectively referred to as the "Property") on the terms and conditions set
forth below. THE "EFFECTIVE DATE" OF THIS CONTRACT IS THE DATE ON WHICH THE LAST
OF THE PARTIES SIGNS THE LATEST OFFER. TIME IS OF THE ESSENCE IN THIS CONTRACT.
Time periods of 5 days or less will be computed without including Saturday,
Sunday or national legal holidays and any time period ending on a Saturday,
Sunday or national legal holiday will be extended until 5:00 p.m. of the nest
business day.

<TABLE>
<CAPTION>
<S>                                                                                           <C>
2. PURCHASE PRICE:                                                                            $   12,455,100.00
                                                                                              -----------------
         (a) Deposit held in escrow by ADAM GALLINAR, P. A                                    $      500,000.00
                                                                                              -----------------
         (b) Additional deposit to be made within________days from Effective Date             $
                                                                                              -----------------
         (c) Total mortgages (as referenced in Paragraph 3)                                   $
                                                                                              -----------------
         (d) Other: ADDITIONAL DEPOSIT AT OR PRIOR TO EXPIRATION OF INSPECTION PERIOD         $      500,000.00
                                                                                              -----------------
         (e) Balance to close, subject to adjustment and prorations,
         to be made with cash, locally drawn certified or cashier's check or wire transfer    $ CASH AT CLOSING
                                                                                              -----------------
</TABLE>

3. THIS SECTION WAS INTENTIONALLY OMITTED

4. TITLE: SELLER has the legal capacity to and will convey marketable title to
the Property by [x] statutory warranty deed SELLER, but subject to property
taxes for the year of closing: covenants, restrictions and public utility
easements of record; and (list any other matters to which title will be subject)
MATTERS LISTED IN TITLE INSURANCE COMMITMENT EXCEPT MONETARY ENCUMBRANCES.

         (a) This section was intentionally omitted
         (b) This section was intentionally omitted
         (c) This section was intentionally omitted
         (d) INGRESS AND EGRESS: SELLER warrants that the Property presently has
             ingress and egress.
         (e) POSSESSION: SELLER will deliver possession and keys for all locks
             and alarms to BUYER at closing.

5. CLOSING DATE AND PROCEDURE: This transaction will be closed in MIAMI-DADE
County, Florida on or before DECEMBER 28, 2006 or within ____ days from
Effective Date ("Closing Date"), unless otherwise extended herein. [ ] SELLER
[x] BUYER will designate the closing agent. BUYER and SELLER will, within 45
days from Effective Date, deliver to Escrow Agent signed instructions which
provide for closing procedure. If an institutional lender is providing purchase
funds, lender requirements as to place, time of day and closing procedures will
control over any contrary provisions in this Contract.

         (a)  COSTS: BUYER will pay taxes and recording fees on notes, mortgages
              and financing statements and recording fees for the deed. SELLER
              will pay taxes on the deed and recording fees for documents needed
              to cure title defects. If SELLER is obligated to discharge any
              encumbrances at or prior to closing and fails to do so, BUYER may
              use purchase proceeds to satisfy the encumbrances.

         (b)  DOCUMENTS: SELLER will provide the deed, bill of sale, mechanic's
              lien affidavit, assignments of permits and licenses. If SELLER is
              a corporation, SELLER will deliver a resolution of its Board of
              Directors authorizing the sale and delivery of the deed and
              certification by the corporate Secretary certifying the resolution
              and setting forth facts showing the conveyance conforms with the
              requirements of local law. BUYER will provide the closing
              statement.

 BUYER ( JRP ) (    ) SELLER ( CMP ) (    ) acknowledges receipt of this page.

CC-2(R) 1997 Florida Association of Realtors(R). All rights reserved. Licensed
to Alta Star Software. User Reg# S1445317C

Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Right
Reserved. (305) 279-8898

                                       5
<PAGE>

         (c)  TAXES, ASSESSMENTS, AND PRORATIONS: The following items will be
              made current and prorated [x] as of Closing Date [ ] as of
              ____________: real estate taxes, bond and assessment payments and
              ______________________________. If the amount of taxes and
              assessments for the current year cannot be ascertained, rates for
              the previous year will be used with due allowance being made for
              improvements and exemptions. SELLER is aware of the following
              assessments affecting or potentially affecting the Property:
              _____________________________. BUYER will be responsible for all
              assessments of any kind which become due and owing on or after
              Effective Date, unless the improvement is substantially completed
              as of Closing Date, in which case SELLER will be obligated to pay
              the entire assessment.

         (d)  FIRPTA TAX WITHHOLDING: The Foreign Investment in Real Property
              Act ("FIRPTA") requires BUYER to withhold at closing a portion of
              the purchase proceeds for remission to the Internal Revenue
              Service ("I.R.S.") if SELLER is a "foreign person" as defined by
              the Internal Revenue Code. The parties agree to comply with the
              provisions of FIRPTA and to provide, at or prior to closing,
              appropriate documentation to establish any applicable exemption
              from the withholding requirement. If withholding is required and
              BUYER will provide proof to SELLER that such funds were property
              remitted to I.R.S.

6. ESCROW: BUYER and SELLER authorize ADAM GALLINAR, P.A.
Telephone:305-416-6800 Fax:305-416-6811
Address:1200 BRICKELL AVENUE, SUITE 900, MIAMI, FLORIDA 33131 to act as "Escrow
Agent" to receive funds and other items and, subject to clearance, disburse them
in accordance with the terms of this Contract. Escrow Agent will deposit all
funds received in [X] a non-interest bearing escrow account [ ] an interest
bearing escrow account with interest accruing to _____________________ with
interest disbursed (check one) [ ] at closing [ ] at ___________ intervals. If
Escrow Agent receives conflicting demands or has a good faith doubt as to Escrow
Agent's duties or liabilities under this Contract, he/she may (a) hold the
subject matter of the escrow until the parties mutually agree to its
disbursement or until issuance of a court order or decision of arbitrator
determining the parties' rights regarding the escrow or (b) deposit the subject
matter of the escrow with the clerk of the circuit court having jurisdiction
over the dispute. Upon notifying the parties of such action, Escrow Agent will
be released from all liability except for the duty to account for items
previously delivered out of escrow. If a licensed real estate broker, Escrow
Agent will comply with applicable provisions of Chapter 475, Florida Statutes.
In any suit or arbitration in which Escrow Agent is made a party because of
acting as agent hereunder or interpleads the subject matter of the escrow,
Escrow Agent will recover reasonable attorneys' fees and costs at all levels,
with such fees and costs to be paid from the escrowed funds or equivalent and
charged and awarded as court or other costs in favor of the prevailing party.
The parties agree that Escrow Agent will not be liable to any person for
misdelivery to BUYER or SELLER of escrowed items, unless the misdelivery is due
to Escrow Agent's willful breach of this Contract or gross negligence.

7. PROPERTY CONDITION: SELLER will deliver the Property to BUYER at the time
agreed in its present "as is" condition, ordinary wear and tear excepted, and
will maintain the landscaping and grounds in a comparable condition. SELLER
makes no warranties other than marketability of title. By accepting the Property
"as is," BUYER waives all claims against SELLER for any defects in the property.
(Check (a) or (b))

         [ ] (a) AS IS: BUYER has inspected the Property or waives any right to
         inspect and accepts the Property in its "as is" condition.

         [x} (b) DUE DILIGENCE PERIOD: BUYER will, at BUYER'S expense and within
         40 days from Effective Date ("Due Diligence Period"), determine whether
         the Property is suitable, in BUYER'S sole and absolute discretion, for
         BUYER'S intended use and development of the Property as specified in
         Paragraph 4. During the Due Diligence Period, BUYER may conduct any
         tests, analyses, surveys and investigations ("Inspections") which BUYER
         deems necessary to determine to BUYER'S satisfaction the Property's
         engineering, architectural, environmental properties; zoning and zoning
         restrictions; flood zone designation and restrictions; subdivision
         regulations; soil and grade; availability of access to public roads,
         water, and other permits, government approvals and licenses; compliance
         with American with Disabilities Act; absence of asbestos, soil and
         ground water contamination; and other inspections that BUYER deems
         appropriate to determine the suitability of the Property for BUYER'S
         intended use and development. BUYER shall deliver written notice to
         SELLER prior to the expiration of the Due Diligence Period of BUYER'S
         determination of whether or not the Property is acceptable. BUYER'S
         failure to comply with this notice requirement shall constitute
         acceptance of the Property in its present "as is" condition. SELLER

 BUYER ( JRP ) (    ) SELLER ( CMP ) (    ) acknowledges receipt of this page.

CC-2(R) 1997 Florida Association of Realtors(R). All rights reserved. Licensed
to Alta Star Software. User Reg# S1445317C

Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Right
Reserved. (305) 279-8898

                                       6
<PAGE>

         grants to BUYER, its agents, contractors and assigns, the right to
         enter the Property at any time during the Due Diligence Period for the
         purpose of conducting Inspections; provided, however, that BUYER, it
         agents, contractors and assigns enter the Property and conduct
         Inspections at their own risk. BUYER shall indemnify and hold SELLER
         harmless from losses, damages, costs, claims and expenses of any
         nature, including attorney's fees at all levels, and from liability to
         any person, arising from the conduct of any and all inspections or any
         work authorized by BUYER. BUYER will not engage in any activity that
         could result in a mechanic's lien being filed against the Property
         without SELLER'S prior written consent. In the event this transaction
         does not close, (1) BUYER shall repair all damages to the Property
         resulting from the Inspections and return the Property to the condition
         it was in prior to conduct of the Inspections, and (2) BUYER shall, at
         BUYER'S expenses, release to SELLER all reports and other work
         generated as a result of the Inspections. Should BUYER deliver timely
         notice timely notice that the Property is not acceptable, SELLER agrees
         that BUYER'S deposit shall be immediately returned to BUYER and the
         Contract terminated.

         (c) WALK-THROUGH INSPECTION: BUYER may, on the day prior to closing or
         any other time mutually agreeable to the parties, conduct a final
         "walk-through" Inspection of the Property to determine compliance with
         this paragraph and to ensure that all Property is on the premises.

         (d) DISCLOSURES:
              1.   RADON GAS: Radon is a naturally occurring radioactive gas
                   that, when it has accumulated in a building in sufficient
                   quantities, may present health risks to persons who are
                   exposed to it over time. Levels of radon that exceed federal
                   and state guidelines have been found in buildings in Florida.
                   Additional information regarding radon and radon testing may
                   be obtained from your county public health unit.
              2.   ENERGY EFFICIENCY: BUYER may have determined the energy
                   efficiency rating of the building, if any is located on the
                   Real Property.

8. OPERATION OF PROPERTY DURING CONTRACT PERIOD: SELLER will continue to operate
the Property and any business conducted on the Property in the manner operated
prior to Contract and will take no action that would adversely impact the
Property, tenants, lenders or business, if any. Any changes, such as renting
vacant space, that materially affect the Property or BUYER'S intended use of the
Property will be permitted [X] only with BUYER'S consent [ ] without Buyer's
consent.

9. RETURN OF DEPOSIT: Unless otherwise specified in the Contract, in the event
any condition of this Contract is not met and BUYER has timely given any
required notice regarding the condition having not been met, BUYER'S deposit
will be returned in accordance with applicable Florida laws and regulations.

10. DEFAULT

         (a)  In the event the sale is not closed due to any default or failure
              on the part of SELLER other than failure to make the title
              marketable diligent effort, BUYER may either (1) receive a refund
              of BUYER'S deposit(s) (2) seek specific performance.

         (b)  In the event the sale is not closed due to any default or failure
              on the part of BUYER, SELLER may retain al deposit(s) paid or
              agreed to be paid by BUYER as agreed upon liquidated damages,
              consideration for the execution of this Contract, and in full
              settlement of any claims, upon which this Contract will terminate.

11. ATTORNEY'S FEES AND COSTS: In any claim or controversy arising out of or
relating to this Contract, the prevailing party, which for purposes of this
provision will include BUYER, SELLER and Broker, will be awarded reasonable
attorneys' fees, costs and expenses.

12. BROKERS: Neither BUYER nor SELLER has utilized the services of, or for any
other reason owes compensation to, a licensed real estate Broker other than:

         (a)  LISTING BROKER: MICHAEL J. AMBROSE 4% (WITH REBATE OF 1.75% OF
              PURCHASE PRICE CREDITED/PAID TO BUYER AT CLOSING) who is [x] an
              agent of POINTS REAL ESTATE SERVICES, INC. [ ] a transaction
              broker [ ] a nonrepresentative and who will be compensated by [x]
              SELLER [ ] BUYER [ ] both parties pursuant to [ ] a listing
              agreement [ ] other (specify):
         (b)  CORPORATE Broker: _______________________________________________.
              who is [ ] an agent of __________________________________________.


 BUYER ( JRP ) (    ) SELLER ( CMP ) (    ) acknowledges receipt of this page.

CC-2(R) 1997 Florida Association of Realtors(R). All rights reserved. Licensed
to Alta Star Software. User Reg# S1445317C

Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Right
Reserved. (305) 279-8898

                                       7
<PAGE>

              [ ]  a transaction broker [ ] a nonrepresentative and who will be
              compensated by [ ] BUYER [ ] SELLER [ ] both parties pursuant to
              [ ] and MLS or other offer of compensation to a cooperating broker
              [ ] other (specify) _____________________________. (collectively
              referred to as "Broker") in connection with any act relating to
              the Property, including but not limited to inquires,
              introductions, consultations and negotiations resulting in this
              transaction. SELLER and BUYER agree to indemnify and hold Broker
              harmless from and against losses, damages, costs and expenses of
              any kind, including reasonable attorneys' fees at all levels and
              from liability to any person, arising from (1) compensation
              claimed which is inconsistent with the representation in this
              Paragraph, (2) enforcement action to collect a brokerage fee
              pursuant to Paragraph 10, (3) any duty accepted by Broker at the
              request of BUYER or SELLER, which duty is beyond the scope of
              services regulated by Chapter 475, F.S., as amended, or (4)
              recommendations of or services provided and expenses incurred by
              any third party whom Broker refers, recommends or retains for or
              on behalf of BUYER or SELLER.

13. ASSIGNABILITY; PERSONS BOUND: This Contract may be assigned to a related
entity, and otherwise [x] is not assignable [ ] is assignable. The terms
"BUYER," "SELLER" and "Broker" may be singular or plural. This Contract is
binding upon BUYER or SELLER and their heirs, personal representatives,
successors and assigns (if assignment is permitted).

14. OPTIONAL CLAUSES: (Check if any of the following clauses are applicable and
are attached as an addendum to this Contract):

<TABLE>
<CAPTION>
<S>                                <C>                                   <C>
[ ] Arbitration                    [ ] Seller Warranty                   [ ] Existing Mortgage
[ ] Section 1031 Exchange          [ ] Coastal Construction Control Line [ ] Other_______________
[ ] Property Inspection and Repair [ ] Flood Area Hazard Zone            [ ] Other_______________
[ ] Seller Representations         [ ] Seller Financing                  [ ] Other_______________
</TABLE>

15. MISCELLANEOUS: The terms of this Contract constitute the entire agreement
between BUYER and SELLER.

Modifications of this Contract will not be binding unless in writing, signed and
delivered by the party to be bound. Signatures, initials, documents referenced
in this Contract, counterparts and written modifications communicated
electronically or n paper will be acceptable for all purposes, including
delivery, and will be binding. Handwritten or typewritten terms inserted in or
attached to this contract prevail over preprinted terms. If any provision of
this Contract is or becomes invalid or unenforceable, all remaining provisions
will continue to be fully effective. This Contract will be construed under
Florida law and will not be recorded in any public records. Delivery of any
written notice to any party's agent will be deemed delivery to that party.

THIS IS INTENDED TO BE A LEGALLY BINDING CONTRACT. IF NOT FULLY UNDERSTOOD, SEEK
THE ADVICE OF AN ATTORNEY PRIOR TO SIGNING. BROKER ADVISES BUYER AND SELLER TO
VERIFY ALL FACTS AND REPRESENTATIONS THAT ARE IMPORATANT TO THEM AND TO CONSULT
AN APPROPRIATE PROFESSIONAL FOR LEGAL ADVICE (FOR EXAMPLE, INTERPRETING
CONTRACTS, DETERMINING THE EFFECT OF LAWS ON THE PREPERTY AND TRANSACTION, STAUS
OF TITLE, FOREIGN INVESTOR REPORTING REQUIREMENTS, ETC.) AND FOR TAX, PRPERTY
CONDITION, ENVIRONMENTAL AND OTHER SPECIALIZED ADVICE. BUYER ACKNOWLEDGES THAT
BROKER DOES NOT OCCUPY THE PRPERTY AND THAT ALL REPRESENTATIONS (ORAL, WRTTEN OR
OTHERWISE) BY BROKER ARE BASED ON SELLER REPRESENTATIONS OR PUBLIC RECORDS
UNLESS BROKER INDICATES PERSONAL VERIFICATION OF THE REPRESENTATION. BUYER
AGREES TO RELY SOLEY ON SELLER, PROFESSIONAL INPECTORS AND GOVERNMENATL AGENCIES
FOR VERIFICATION OF THE PROPERTY CONDITION, SQUARE FOOTAGE AND FACTS THAT
MATERIALLY AFFECT PROPERTY VALUE.

DEPOSIT RECEIPT: Deposit of $500,000.00
By [x] ________ check [ ] other ____________________ received on ______________,
By _____________________________________________________________________________
   Signature of Escrow Agent
OFFER: BUYER to purchase the Property on the above terms and conditions. Unless
acceptance is signed by SELLER and a signed copy delivered to BUYER or BUYER'S
agent no later than _______________ [ ] a.m. [ ] p.m. on ____________________,
BUYER may revoke this offer and receive a refund of all deposits.

F & J FARMS, LLC, A FLORIDA LIMITED LIABILITY COMPANY, AND/OR PERMITTED ASSIGNS


 BUYER ( JRP ) (    ) SELLER ( CMP ) (    ) acknowledges receipt of this page.

CC-2(R) 1997 Florida Association of Realtors(R). All rights reserved. Licensed
to Alta Star Software. User Reg# S1445317C

Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Right
Reserved. (305) 279-8898

                                       8
<PAGE>


Date: 10-30-2006      BUYER /s/Jesus R. Puentes       Tax ID No:
      ---------------       -------------------------            ---------------
     Title:________________ Telephone:_______________ Facsimile:________________
     Address:___________________________________________________________________

Date:                 BUYER                           Tax ID No:
      ---------------       -------------------------            ---------------
     Title:________________ Telephone:_______________ Facsimile:________________
     Address:___________________________________________________________________

ACCEPTANCE: SELLER accepts BUYER'S offer and agrees to sell the Property on the
above terms and conditions ( [ ] subject to the attached counter offer).

Date: 10-30-2006      BUYER /s/Claudia M. Pieropan    Tax ID No: 33-0411319
      ---------------       -------------------------            ---------------
     Title: CFO             Telephone: (949) 936-8340 Facsimile:
            ---------------            --------------            ---------------
     Address: 12621 Jeffrey Road, Irvine, CA  92620
              ------------------------------------------------------------------

Date:                 BUYER                           Tax ID No:
      ---------------       -------------------------            ---------------
     Title:________________ Telephone:_______________ Facsimile:________________
     Address:___________________________________________________________________


 BUYER ( JRP ) (    ) SELLER ( CMP ) (    ) acknowledges receipt of this page.

The Florida Association of Realtors and local Board/Association of Realtors make
no representation as to the legal validity or adequacy of any provision of this
form in any specific transaction. This standardized form should not be used in
complex transactions or with extensive riders or additions. This form is
available for use by the entire real estate industry and is not intended to
identify the user as a Realtor. Realtor is a registered collective membership
mark that may be used only by real estate licensees who are members of the
National Association of Realtors and who subscribe to its Code of Ethics.

The copyright laws of the United States (17 U.S. Code) forbid the unauthorized
reproduction of blank forms by any means including facsimile or computerized
forms.

CC-2(R) 1997 Florida Association of Realtors(R). All rights reserved. Licensed
to Alta Star Software. User Reg# S1445317C

Software and Added Formatting Copyright 2004 Alta Star Software, Inc. All Right
Reserved. (305) 279-8898


                                       9
<PAGE>

                         ADDENDUM TO COMMERCIAL CONTRACT


         THIS ADDENDUM (the "Addendum") is being executed simultaneously with,
in consideration of, and as part of the foregoing Commercial Contract (the
"Contract") by and between F & J FARMS, LLC, A FLORIDA LIMITED LIABILITY
COMPANY, AND/OR PERMITTED ASSIGNS, as Buyer, and HINES NURSERIES, INC., A
CALIFORNIA CORPORATION, as Seller, in connection with the purchase and sale of
the real and personal property referenced in the Contract (the "Property"). The
parties hereby expressly agree as follows:

              1. Unless the context otherwise requires, all initial capitalized
terms used but not defined in this Addendum shall have the meaning or meanings
given to such terms in the Contract. This Addendum shall be deemed a part of,
but shall take precedence over and supersede any provisions to the contrary
contained in the Contract, including handwritten changes. All references in the
Contract or this Addendum to the Contract shall be deemed to refer to the
Contract as modified by this Addendum, unless the context otherwise requires.

              2. The parties acknowledge and agree that the Seller may solicit
"back-up" offers for the sale of the Property.

              3. Sections 4(a) (b) and (c) of the Contract are hereby deleted in
their entirety and replaced with the following:

                   TITLE: Within three (3) days of the Effective Date, Seller
                   shall cause a local title insurance company (the "TITLE
                   COMPANY") to issue and deliver to Buyer a title commitment
                   ("TITLE COMMITMENT") in the amount of the Purchase Price.
                   Buyer shall have until 5:00 p.m. Eastern Standard Time on
                   December 1, 2006 (the "TITLE CONTINGENCY DATE") to review and
                   approve (a) the Title Commitment and all supplements thereto
                   delivered to Buyer prior to the Title Contingency Date, and
                   all exceptions to title referred to therein, (b) all
                   additional matters, if any, affecting title to the Property
                   disclosed by Seller to Buyer in writing, and (c) all matters
                   which would be disclosed by an ALTA survey of the Property
                   prepared in accordance with the 1999 Minimum Detail
                   Requirements for ALTA/ACSM Land Title Surveys (or, if Buyer
                   obtains an ALTA survey, as disclosed in such survey)
                   ("ALTA/ACSM REQUIREMENTS") (collectively, "TITLE AND SURVEY
                   MATTERS"). Unless Buyer gives written notice to the Escrow
                   Agent and Seller ("TITLE APPROVAL NOTICE") that it
                   disapproves of (or subject to the provisions of the
                   immediately following sentence) any of the Title and Survey
                   Matters on or before the Title Contingency Date, Buyer shall
                   be deemed to have approved all of the Title and Survey
                   Matters. In the event Buyer desires to approve some, but not
                   all, of the Title and Survey Matters, Buyer shall list all
                   Title and Survey Matters so disapproved ("DISAPPROVED
                   EXCEPTIONS") in the Title Approval Notice delivered on or
                   before the Title Contingency Date; all Title and Survey
                   Matters not so disapproved in such Title Approval Notice
                   shall automatically be deemed approved by Buyer.
                   Notwithstanding the foregoing, all deeds of trust, judgments,
                   mechanics and other monetary liens in each case caused by
                   Seller (other than non-delinquent real property taxes and
                   assessments) shall be removed by Seller at the Closing Date
                   regardless of whether Buyer objects to same. If Buyer
                   disapproves of one or more of the Title and Survey Matters,
                   Seller shall have a five (5) day period after its receipt of
                   Buyer's Title Approval Notice within which to notify Buyer in
                   writing (which writing shall describe the response selected)
                   of its intention to remove prior to the Closing Date the
                   Disapproved Exceptions (Seller having the right but not the
                   obligation to do so). If for any reason, within such five (5)
                   day period, Seller does not provide Buyer with such notice,
                   Seller shall be deemed to have elected to not remove (or


                                       10
<PAGE>

                   obtain such endorsements for) such Disapproved Exceptions. If
                   Seller does not agree, or is deemed not to have agreed, to so
                   remove any Disapproved Exceptions, then Buyer shall have the
                   right either to waive such Disapproved Exceptions or to
                   terminate this Contract by delivery of written notice to
                   Seller and Escrow Agent within three (3) days after the
                   expiration of such five (5) day period ("WAIVER NOTICE").
                   Buyer's failure to deliver to Seller and Escrow Agent the
                   Waiver Notice within such three (3) day period shall be
                   conclusively deemed Buyer's election waive such Disapproved
                   Exceptions and proceed to closing. In the event this Contract
                   terminates in accordance with this Section, the obligations
                   of Seller to sell, and Buyer to buy, the Property as provided
                   herein, and each of the parties' obligations under this
                   Contract, except for those obligations hereunder which are
                   specifically stated to survive such a termination, shall
                   terminate. Seller and Buyer shall have no further obligation
                   in connection herewith. Upon termination of this Contract
                   pursuant to this Section, Buyer shall pay all of Escrow
                   Agent's and Title Company's cancellation fees, the Deposit
                   shall be immediately returned to Buyer, all due diligence
                   materials provided by Seller shall be promptly delivered by
                   Buyer to Seller, and Buyer shall promptly deliver to Seller
                   all entitlement materials, applicants and agreements, all
                   surveys, appraisals, investigative reports and other written
                   materials developed by (or for the benefit of) Buyer
                   (excluding marketing and economic feasibility studies and
                   reports, internal correspondence and communications and other
                   confidential or proprietary information and materials) in
                   connection with its due diligence review as set forth in this
                   Contract.

                   EXCEPTIONS TO TITLE. Buyer shall be obligated to accept title
                   to the Property subject only to the following exceptions to
                   title (collectively, the "PERMITTED EXCEPTIONS"): (a) real
                   estate taxes and assessments not then delinquent; (b) the
                   printed exceptions which appear in the owner's title policy
                   issued by the Title Company; (c) all Title and Survey Matters
                   approved by Buyer pursuant to this Contract; and (d) any
                   matters affecting the Property which are created by or with
                   the consent of Buyer, including, without limitation, any
                   matters relating to entitlements sought by Buyer prior to the
                   Closing Date. Buyer shall be responsible for charges for its
                   owner's title policy (and any endorsements) and the cost of
                   any survey prepared in connection herewith.

              4. Except as otherwise expressly provided in this Contract, Buyer
hereby acknowledges and agrees that the sale of the Property hereunder is and
will be made on an "AS IS, WHERE IS" BASIS AND WITH ALL FAULTS AND THAT SELLER
HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY
REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, FUTURE OR OTHERWISE,
OF, AS TO, CONCERNING OR WITH RESPECT TO, THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, (1) ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY PORTION
THEREOF, (2) SURFACE AND SUBSURFACE GEOLOGICAL AND SOILS CONDITIONS, (3) WHETHER
OR NOT AND TO THE EXTENT TO WHICH THE PROPERTY OR ANY PORTION THEREOF IS
AFFECTED BY ANY WATER, FLOOD HAZARD OR FLOOD LIKELIHOOD, (4) DRAINAGE ISSUES,
CONDITIONS OR PROBLEMS, (5) THE AVAILABILITY OF ANY UTILITIES TO THE PROPERTY OR
ANY PORTION THEREOF, (6) USAGES OF ADJOINING PROPERTY, (7) ACCESS TO THE
PROPERTY OR ANY PORTION THEREOF, (8) THE VALUE, SIZE, LOCATION, AGE, USE,
DESIGN, QUALITY, DESCRIPTION, DURABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE
TO, OR PHYSICAL CONDITION OF THE PROPERTY OR ANY INCOME, EXPENSES, CHARGES,
LIENS, ENCUMBRANCES, RIGHTS, OR CLAIMS ON OR AFFECTING, OR PERTAINING TO, THE
PROPERTY OR ANY PART THEREOF, (9) THE PRESENCE OF HAZARDOUS MATERIALS OR
SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY, (10) THE
CONDITION OR CURRENT OR POTENTIAL USE OF THE PROPERTY OR COMPLIANCE OF THE
PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL, STATE OR LOCAL
ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES,
CODES OR OTHER SIMILAR LAWS, (11) THE EXISTENCE OR NON-EXISTENCE OF UNDERGROUND
STORAGE TANKS, OR (12) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE
PROPERTY FOR ANY PARTICULAR PURPOSE (BUYER AFFIRMING THAT BUYER HAS NOT RELIED
ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH PROPERTY FOR ANY PARTICULAR
PURPOSE, AND THAT SELLER MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY


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<PAGE>

PARTICULAR PURPOSE). Buyer further acknowledges and agrees that any information
provided or to be provided with respect to the Property including, without
limitation, the due diligence materials, was obtained from a variety of sources
and that, except as expressly set forth in this Contract, Seller has not made
any independent investigation or verification of such information and makes no
representations as to the accuracy or completeness of such information. Seller
shall not be liable for any failure to investigate the Property nor shall Seller
be bound in any manner by any verbal or written statements, representations,
appraisals, environmental assessment reports, or other information pertaining to
the Property or the operation thereof, furnished by Seller or by any real estate
broker, attorney, agent, representative, employee, servant or other person
acting on Seller's behalf, except for the express representations and warranties
of Seller set forth in this Contract. It is expressly understood and agreed that
the amount of the Purchase Price reflects, and the Property is being sold by
Seller and purchased by Buyer subject to, the foregoing disclaimers, which shall
survive the Closing.

              5. The following language shall be added to the end of Section
10(b):

                 "The parties understand and agree that (i) actual damages
                 would be difficult or impossible to ascertain in the event of
                 such default or breach, and (ii) the sum specified as
                 liquidated damages is a reasonable estimation of the probable
                 loss which would be sustained by the Seller by reason of such
                 default or breach and is not a penalty or forfeiture."

              6. Buyer may not assign or transfer its rights or obligations
under this Contract without the prior written consent of Seller (in which event
such transferee shall assume in writing all of the transferor's obligations
hereunder, but such transferor shall not be released from its obligations
hereunder), which consent may be withheld in the sole discretion of Seller;
provided, however, that notwithstanding any provision of this Contract to the
contrary, prior to the Closing, Buyer shall be permitted to (i) assign its
rights under this Contract (without obtaining Seller's consent) to an
"Affiliate" of Buyer or (ii) to delegate a third party to be the recipient of
the Deed, provided that (a) any such assignment or delegation shall be in
writing delivered to Seller at least five (5) days prior to the Closing Date,
and (b) any assignee or delegate shall be deemed to have received all of the Due
Diligence Materials and any other materials received by Buyer in relation to the
Property and made all waivers and accepted all agreements as provided herein;
provided further, however, that no such permitted assignment or delegation shall
release the Buyer from its obligations hereunder. No consent given by Seller to
any transfer or assignment of Buyer's rights or obligations hereunder shall be
construed as a consent to any other transfer or assignment of Buyer's rights or
obligations hereunder. No transfer or assignment in violation of the provisions
hereof shall be valid or enforceable. Subject to the foregoing, this Contract
and the terms and provisions hereof shall inure to the benefit of and be binding
upon the successors and assigns of the parties. As used herein, the term
"AFFILIATE" shall mean and refer to an entity which is directly or indirectly
controlling, controlled by, or under common control with Buyer.

              7. CONFIDENTIALITY. All non-public information provided by Seller
to Buyer with respect to the Property or Seller's nursery business operations
thereon, shall remain confidential and shall not be disclosed by Buyer without
the prior written consent of the Seller except (a) to Buyer's directors,
officers, employees, legal counsel, engineers, and similar professionals and
consultants but only to the extent reasonably necessary in connection with the
transaction contemplated hereunder (and Buyer shall inform each of the foregoing
parties of Buyer's obligations under this paragraph and shall secure the
agreement of such parties to be bound by the terms hereof), or (b) as otherwise
required by law or to enforce terms of the Contract. If the transaction
contemplated hereby fails to close, then the confidentiality requirement set
forth and described in this Section shall be binding upon Buyer and shall
survive any termination of the Contract.

              8. The parties acknowledge and agree that this Addendum may be
executed in multiple counterparts, and transmitted via facsimile, each such
counterpart (whether transmitted via facsimile or otherwise), when executed,
shall constitute an integral part of one and the same Contract between the
parties.

              9. Except as expressly modified by this Addendum, the provisions
of the Contract are hereby expressly ratified and confirmed.

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<PAGE>

         EXECUTED as of the 30th day of October, 2006.


SELLER:                                     BUYER:

HINES NURSERIES, INC.,                      F & J FARMS, LLC,
A CALIFORNIA CORPORATION                    A FLORIDA LIMITED LIABILITY COMPANY


BY: /S/ CLAUDIA M. PIEROPAN                 BY: /S/ JESUS R. PUENTES
    -----------------------------               ---------------------------
NAME: CLAUDIA M. PIEROPAN                   NAME: JESUS R. PUENTES
      ---------------------------                 -------------------------
TITLE: CFO                                  TITLE: MANAGER
       --------------------------                  ------------------------


Witness:                                    Witness:

/s/ Bill Robertson                          /s/ Yanecid Luis     Yanecid Luis
------------------                          ----------------     ------------

Bill Robertson                              /s/ Vanessa DaLuau   Vanessa DaLuau
--------------                              ------------------   --------------



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