Packing House Agreement

PACKING HOUSE AGREEMENT


THIS AGREEMENT, made and entered into this 1st day of November, 1994, by and between TURNER FOODS CORPORATION, a Florida corporation, 25450 Airport Road, Punta Gorda, Florida 33950 (hereinafter referred to as "TFC") and CONSOLIDATED-TOMOKA LAND COMPANY, Post Office Box 1005, Lake Placid, Florida 33852 (hereinafter referred to as "CONSOLIDATED").


WITNESSETH


WHEREAS, CONSOLIDATED is the owner and operator of a fresh citrus fruit packing house located near Lake Placid, Florida (hereinafter referred to as the "packing house"), and


WHEREAS, TFC is the owner of citrus groves located in Highlands, Collier, Hendry and DeSoto Counties, Florida, known as the "HICKORY, HIGHLAND, GATOR SLOUGH, and DESOTO CITRUS GROVES", and


WHEREAS, the parties desire that a portion of the citrus fruit raised on said TFC CITRUS GROVES which is suitable for packing as fresh fruit shall be run through CONSOLIDATED's packing house, pursuant to the terms and conditions hereinafter set forth:


1.0 COMMITTED FRUIT: TFC agrees to deliver and CONSOLIDATED agrees to receive
at its packing house the following estimated quantities providing that
previous commitments can be met:


Variety Estimated Quantity
------- ------------------

Robinson Tangerine 11,500
Hamlin Orange As mutually agreed upon
Pineapple Orange As mutually agreed upon
Orlando Tangelo 55,000
Temple 50,000
Murcott Tangerine 25,000
Valencia As mutually agreed upon


The above volumes are subject to market conditions, TFC and CONSOLIDATED
have the right to add varieties or volumes, or to delete varieties or
volumes, if acceptable to both parties.


2.0 POOLS: All fruit from TFC run through CONSOLIDATED's packing house will
be pooled with other fruit of like grade and quality from CONSOLIDATED or
from other growers.


2.1 POOL PERIODS: All fruit harvested will be accounted for in a
seasonal pool period by variety. The seasonal pool period is further
defined as August through June or upon completion of final harvest of
fruit covered by this Agreement.


1 2
2.2 PACK-OUT: CONSOLIDATED shall account for all fruit received by its
packing house from HICKORY, HIGHLAND, GATOR SLOUGH, or DESOTO CITRUS
GROVES separately and on a daily basis by standard box (hereinafter
defined) and shall transmit DAILY to TFC (c/o Chet Townsend; FAX No.
(813)657-6418) a report of all pack-out data for such fruit.
"Pack-Out Data" shall be deemed to mean listing by variety and by
grade of (i) all fruit that meets fresh fruit standards and (ii) all
fruit that is eliminated.


3.0 PACKING AND SELLING COSTS: Packing and selling costs are based on a
packed 1-3/5 bu. carton:


3.1 PACKING COSTS: Packing and costs based on a packed 1-3/5 bu. box:


PACKED IN: 4/5 BU. 2/5 BU. 4# 5# BULK
CARTON CARTON BAGMASTERS BAGMASTERS BINS
WOOD ---------- ------- ------- ---------- ---------- ---- Oranges $5.10 $6.60 $6.30 $6.18 $1.25 Temples $5.10 $6.60 $6.30 $6.18 $1.25 Tangelos $5.10 $6.60 $6.30 $6.18 $1.25 Tangerines $6.50 N/A N/A N/A $1.25


3.2 SELLING COSTS: $0.30 per packed or bulk standard box.


3.3 HANDLING COSTS: $0.20 per packed or bulk standard box.


3.4 ELIMINATION HAUL: Hauling: Per we ...