COLLECTIVE BARGAINING AGREEMENT



                                     BETWEEN



                            QUINCY CORPORATION, INC.



                                       AND



                     UNITED FARM WORKERS OF AMERICA, AFL-CIO





    JANUARY 21, 2004

                                    PREAMBLE



        The Employer, the Union and employees recognize the obligations of its

        members to work towards efficient operation of the Employer and the

        demands of the Employer's customers. Therefore, it is the purpose of

        this Agreement to obtain a maximum efficiency in the operations of the

        Employer; to eliminate all interruptions of work and interference in

        operations; to secure a prompt and fair disposition of grievances; and

        to set forth other conditions of employment during the life of this

        Agreement.



I.      PARTIES



        THIS AGREEMENT is between QUINCY CORPORATION, INC. (hereinafter referred

        to as the "Employer") and its successors, provided that such successor

        is at least fifty one percent (51%) owned by existing shareholders of

        the Employer as of the date of this agreement, and UNITED FARM WORKERS

        OF AMERICA, AFL-CIO, (hereinafter referred to as the "Union").



II.     RECOGNITION/UNION RIGHTS AND OBLIGATIONS COMPANY/UNION COOPERATION



    A.  The Employer does hereby recognize the Union as the sole labor

        organization representing the rights of its employees described in

        Attachment A, hereafter collectively called "workers".



    B.  The Employer further recognizes the rights and obligations of the Union

        to negotiate wages, hours and other terms and conditions of employment

        and to administer this Agreement on behalf of the covered employees. The

        Employer will inform all employees immediately upon their employment of

        its policies and commitments as set forth above. The Employer will hand

        out a notice to new employees immediately upon their employment

        regarding the collective bargaining agreement and the commitment of

        Employees, Employer and Union working together in partnership.







                                      118

{PAGE}



    C.  Neither the Employer nor its representatives will interfere with the

        right of any worker to join and assist the Union. The Employer agrees

        that employees will secure no advantage, no more favorable consideration

        nor any form of special privilege because of non-participation in Union

        activities. Further, the Employer agrees with and recognizes the right

        of workers to support and participate in collective bargaining and

        contract administration functions.



    D.  The Union agrees with the objective of achieving the highest level of

        employee performance and production consistent with safety, good health,

        fair treatment and respect and to use its best efforts to effectuate the

        same with employees.



III.    HOURS OF WORK, OVERTIME, WAGES AND BENEFITS



    A.  Wage rates for specific job classifications are set forth in Article

        XXVI.



    B.  Overtime: Except for employees covered by the harvesting incentive pay

        system, hourly employees shall receive time and one-half (1 1/2) their

        regular rate of pay for all hours worked over forty (40) in a given

        seven (7) day calendar week. Employees covered by the harvesting

        incentive pay system do not earn overtime but are eligible for holiday

        pay premium as provided in Article XXVII below.



    C.  Meal time breaks shall be one-half (1/2) hour.



    D.  Pay Periods and Pay Days: Employees will be paid on a weekly basis and

        will receive their paycheck every Thursday.



    E.  Employees shall have paid rest periods of fifteen (15) minutes each,

        which insofar as practical, shall be in the middle of each continuous

        four (4) hour work period. The afternoon breaks will be in accordance

        with this language.



IV.     UNION SECURITY



        A. The Employer agrees, upon written authorization from the employee, to

        deduct union dues and assessments from the employee's paycheck each week

        and remit to the Union's designee. The deductions will commence the

        first paycheck ten (10) working days after the Employer receives the

        employee's written dues authorization. Any change in union dues shall

        become effective the next paycheck ten (10) working days after the

        Employer has received a certification of the change signed by the

        Union's President. Employees may revoke their union dues authorization

        by written order of revocation to the Employer and to the Union.

        Beginning on February 15, 2001, such written order of revocation may

        only be submitted between February 15 and Feb. 22 or between Aug. 15 and

        Aug. 22 of each year. A notice to employees shall be given each employee

        in the bargaining unit employed at the signing of this agreement and to

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