Exhibit "A"

SAMPLE PAYMENT TERM AGREEMENT

DATE
Customer's Name, Full Address
Telephone & Fax Numbers

RE: PAYMENT TERM AGREEMENT

Dear Valued Customer:

In order to comply with the requirements of the PACA trust provisions, it is necessary that we notify you other than by invoice of our payment term which is NET TWENTY-ONE (21) DAYS FROM THE DATE OF SHIPMENT.

We gratefully acknowledge the fact most in our industry already pay within these terms. However, in order to preserve our rights to trust protection under the PACA, our invoices will also contain the trust notice language required under the Perishable Agricultural Commodities Act Amendments of 1995. Based on these amendments to the PACA, we will no longer be required to file any trust notices with the USDA and our new invoices will serve as the former trust notices.

This action does not reflect a lack of confidence in your ability to pay, and should not be confused with a PACA complaint. However, if we fail to include this language on our invoices, both ourselves and our growers will lose our rights as trust beneficiaries under the PACA. Accordingly, we cannot process further orders until we receive a signed copy of this agreement back from you.

As an additional term of sale, you also agree to pay interest of 1.5% per month on any past due balances as well as the costs of collection, including attorney's fees, as additional sums owed in connection with the transactions, in the event collection action becomes necessary. Please sign this document, keep a copy for your records, and either fax or mail the document to the above address.

Sincerely,

Your name

Accepted & Agreed: (by customer)

By: _______________________
Print Name: _________________
Title: ______________________
Date: ______________________

ADDITIONAL PAYMENT TERM AGREEMENT INFORMATION

• This agreement should be used if you wish to operate under payment term different from that as defined in the PACA regulations (10 days after acceptance for FOB sales). However, the payment term cannot exceed thirty (30) days from date the customer receives and accepts the shipment.
• If you wish to change the payment term, it must be done in writing, before the transaction takes place, and it must consistently appear on all invoices, accountings, etc. We also recommend these agreements be renewed at least every other growing season to be certain they comport with the terms of the contract.
• It is vital for the customer to countersign the letter agreement, preferably through either an officer of the corporation or a partner in a partnership. In order to reduce the possibilities of any problems, we highly recommend one person be assigned the responsibility of circulating and collecting the executed letter agreements from all customers with whom you do business.
• In the event you decide to rely on "negative notice", or simply sending the agreements out as a notice instead of requesting a counter-signature, please characterize it as a letter which simply "confirms" a prior oral agreement. While obviously not as safe as the signed agreement, this method can provide some degree of comfort if used consistently throughout your customer portfolio.

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