THIS AGREEMENT is entered into as of August 5, 1996, by and between ANDREW AND WILLIAMSON
SALES, CO., a California corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL
Borrower has requested from Bank the credit accommodations described below (each, a "Credit" and
collectively, the "Credits"), and Bank has agreed to provide the Credits to Borrower on the terms and conditions
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Bank and Borrower hereby agree as follows:
SECTION 1.1. LINE OF CREDIT.
(a) Line of Credit. Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances
to Borrower from time to time up to and including July 5, 1997, not to exceed at any time the aggregate principal
amount of Six Million Five Hundred Thousand Dollars ($6,500,000.00) ("Line of Credit"), the proceeds of which
shall be used for the purposes described in the subfeatures thereunder, as set forth below. Borrower's obligation
to repay advances under the Line of Credit shall be evidenced by a promissory note substantially in the form of
Exhibit A attached hereto ("Line of Credit Note"), all terms of which are incorporated herein by this reference.
(b) Asset-based Line of Credit Subfeature. As a subfeature under the Line of Credit, Bank hereby agrees to
make cash advances to Borrower from time to time during the term thereof to assist with working capital for
Borrower's fruit and vegetable brokerage business up to an aggregate principal amount of Six Million Five
Hundred Thousand Dollars ($6,500,000.00). Each such advance under the Asset-based Line of Credit
Subfeature shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance
with the terms and conditions of this Agreement applicable to such advances.
Outstanding borrowings under the Asset-based Line of Credit Subfeature,