Waterfall Farms, Inc. - Page 6

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          Federal conservation programs (or any other Federal, State, or              
          local governmental programs).                                               
               Mr. Huber agreed (1) to farm the land; (2) to provide all              
          labor and other items required in producing, harvesting, and                
          marketing the crops; (3) to furnish all tools, farm implements,             
          machinery, hired help, fertilizer, chemicals, and seed necessary            
          to cultivate and manage the farm; (4) to protect the crops from             
          injury and waste; (5) to till the land after harvesting the                 
          crops; and (6) to rotate the crops from year to year.  Waterfall            
          Farms agreed to furnish all necessary materials, and Mr. Huber              
          agreed to supply all necessary labor, to maintain all fences and            
          other improvements.                                                         
               Mr. Huber and Waterfall Farms entered into a second 1-year             
          farm lease (the 1996 lease), dated December 1, 1995 (ending                 
          November 30, 1996).  The provisions of the 1996 lease were                  
          identical to those contained in the 1995 lease except that Mr.              
          Huber was not required to pay any amount to Waterfall Farms and             
          the proceeds from the sale of the crops were to be divided three-           
          fifths to Mr. Huber and two-fifths to Waterfall Farms.                      
               Mr. Huber entered into a third farm lease with Waterfall               
          Farms, dated December 1, 1996 (the 1997 lease).  The 1997 lease             
          was identical to the 1995 lease except that Mr. Huber agreed to             
          pay $5,000 to Waterfall Farms plus one-fourth of the proceeds               
          from the sale of all crops grown on the farm.  The term of the              






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