Sample Business Contracts

Operations and Maintenance Agreement - Ripe Touch Greenhouses Inc. and David Mehring d/b/a Fairplay Shredding LLC

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                             INDEPENDENT CONTRACTOR


     1. THIS AGREEMENT outlines the relationship,  duties, and  responsibilities
between:  David  Mehring  d/b/a/  Fairplay  Shredding,  LLC,  located in El Paso
County, Colorado,  referred to herein as "Fairplay;" and Ripe Touch Greenhouses,
Inc.,  a Delaware  corporation,  with their place of business  located at Castle
Rock, Colorado, referred to herein as "Ripe Touch."

     2. RIPE TOUCH  ENGAGES  FAIRPLAY to operate and  maintain a tire  shredding
operation  at a  location  in El Paso  County,  Colorado  where  Ripe Touch will
maintain a business enterprise.  Ripe Touch will specifically locate the site on
their business  property for the tire shredding  operation.  The tire shreddings
will be used as an energy source for Ripe Touch's business enterprise.

     3. FAIRPLAY SHALL BE RESPONSIBLE for the following  on-site  activities and
related duties:

     a.  Day to day  on-site  operation  of tire  shredding  process  to  insure
adequate supply of shredded tires necessary to meet energy demands of Ripe Touch
enterprise on site;

     b. Employ sufficient  employees at a reasonable rate and competitive salary
or wage to operate tire  shredding  machine and related tire feeding  operation;
parties  estimate at this date the number of  employees  needed is seven;  final
determination  of number  of  employees,  consistent  with  reasonable  and safe
operation  of this  process  and  consistent  with  applicable  safety and labor
practices,  shall be made at the  discretion  of Fairplay;  however,  Ripe Touch
shall have the right to approve or  disapprove  such  salaries  or wages for the
employees,  with such  approval  not to be  unreasonably  withheld,  considering
competitive salaries and wages in the local economy.

     c. Perform routine and periodic preventative  maintenance on tire shredding

     d. Fairplay shall provide appropriate training and supervision of employees
for the safe conduct of tire shredding  operations,  operation of tire shredding
machinery,   and  periodic  and  preventative   maintenance  on  tire  shredding

     e. Fairplay  shall timely inform Ripe Touch of shredding  machine  breakage
and the need for repair parts and outside labor for machine repair,  in order to
minimize down time of this operation;

     f.  Fairplay  shall have  available  for  inspection,  if requested by Ripe
Touch,  current  documentation  to  verify  costs  for  outside  labor  or parts
necessary to maintain and operate tire shredding equipment and machinery;

     g. Fairplay shall be responsible for payment of all state, local,  federal,
and  unemployment  taxes for  employees  as well as any other  required  workman
compensation or other required insurance  premiums,  subject to reimbursement by
Ripe Touch;  Fairplay shall have available for inspection,  if requested by Ripe
Touch,  timely updated books or  documentation  showing monthly amounts of wages
and above noted taxes;

     h. Fairplay shall be expected to conduct tire shredding operations not more
than  six days per week and not more  than  twelve  (12)  hours  per day,  or as
necessary  to keep a minimum of 24 hours  supply of tire  shreddings  for use by
Ripe Touch or an adequate supply of shredding for normal and routine  operations
for  the  season,  unless  the  operation  of  the  tire  shredding  process  is
interrupted by acts of God, strikes, operation of law, war time limitations,  or
any other event beyond the control of Fairplay.

     4. RIPE TOUCH SHALL BE RESPONSIBLE for the following activities:

     a. Provide,  by either purchase or rent or other methods of their choice, a
tire shredding  machine assembled on-site and ready for operation on a day to be
determined by the parties as the start work date;

     b. Timely  inform  Fairplay  of time and date of  shredder's  delivery  and
assembly on-site,  so that Fairplay and its employees may observe or participate
as necessary preparatory to their learning to operate and maintain the machine;

     c. Compensate Fairplay as follows:  Effective 25 November, Ripe Touch shall
compensate  Fairplay in the amount of Three  Thousand  dollars  ($3,000.00)  per
month  until  such  time as  power  generation  begins,  and  subsequent  months
thereafter Ripe Touch shall compensate  Fairplay in the amount of Fifty Thousand
dollars  ($50,000.00)  per year for a period  of five  years at the rate of Four
Thousand One Hundred Sixty-six dollars and 67/100  ($4,166.67) per month payable
one month in advance,  commencing on the lst of the month.  These amounts may be
prorated  if the start work date for this  agreement  begins on a day other than
the first day of given month.  Ninety days prior to the end of five years (sixty
months) of operation,  parties agree to begin  negotiations  for renewal of this


agreement  as  to  terms   concerning   compensation   and  current  market  and
inflationary  changes;  and for  volume  increase,  if  applicable,  of the tire
shredding operation.  In the event the parties hereto can not reach an agreement
as to the  renewal of this  agreement  then the  parties  agree to submit  their
dispute  to  binding  arbitration.   Such  arbitration  shall  be  before  three
arbitrators,  with each  party  hereto to select one  arbitrator,  and those two
arbitrators  will then select the third  arbitrator,  subject to approval of the
parties.  In the event that the third arbitrator can not be mutually agreed upon
within 14 days, then Ted Burnhardt shall be the third  arbitrator.  In the event
Ted Burnhardt is unavailable for any reason,  then the third arbitrator shall be
selected by the Chief Judge for the El Paso County District Court.

     d. Compensate  Fairplay Ten Thousand dollars and 00/100 ($10,000.00) on the
first  of  each  month  for  Fairplay's  costs,  to  include  wages,  Fairplay's
contributions  to employee taxes and benefits,  taxes,  insurance,  licenses and
fees,  and all other costs  required  of an employer on behalf of its  employees
that are  specifically  employed  for  shredding  operations  at the Ripe  Touch
enterprise in El Paso County, Colorado, as well as costs associated with running
the plant.  This amount  incurred by Fairplay shall be submitted  monthly on the
first of each month by Fairplay to Ripe Touch.  If the amount of costs  incurred
by  Fairplay  in any given  month  shall be less than Ten  Thousand  dollars and
00/100  ($10,000.00),  then Ripe Touch  shall be  entitled  to a set-off of that
amount  against  the Ten  Thousand  dollars and 00/100  ($10,000.00)  payable to
Fairplay the following month.

     e. Such Ten  Thousand  dollars  and  00/100  ($10,000.00)  paid  monthly to
Fairplay by Ripe Touch shall reimburse  Fairplay for any invoices  submitted for
any parts or supplies  Fairplay  purchased to maintain or repair tire  shredding
machinery.  Said  invoices  should be  delivered to Ripe Touch no less than five
days prior to the first of each  month.  Any  amounts  expended  or  incurred by
Fairplay in excess of Ten Thousand dollars and 00/100  ($10,000.00) in any given
month  shall  be paid by Ripe  Touch to  Fairplay  by the  fifth  of the  month,
following receipt by Ripe Touch of such invoice or bill.

     f. Ripe Touch shall  forthwith pay any invoice  directly to Fairplay or the
supplier for any part,  supply, or other cost which exceeds Two Thousand dollars

     g. Ripe Touch has the  authority  to approve or  disapprove  of any and all
costs incurred by Fairplay under this  Agreement;  however,  such approval shall
not be unreasonably withheld,  particularly if it affects the ability of Mehring
or Fairplay to perform under this Agreement.

     h.  TIRE  DISPOSAL  PRICING:  Mehring,  to  fulfill  the  supply  of  tires
requirement of this agreement, will need to supply Ripe Touch with approximately
2 million  tires per year.  To reach that supply  goal,  Ripe Touch will have to
charge a  competitive  price to  induce  suppliers  of  used/discarded  tires to
dispose of tires with Ripe Touch or Mehring.  To this end,  Ripe Touch agrees to
charge a competitive disposal fee per tire which will not only maximize profits,
but will  induce  suppliers  of  used/discarded  tires to  bring  such  tires to
Mehring,  one of his  businesses,  or Ripe  Touch  for  disposal.  Any  disputes
regarding  the price  charged  by Ripe Touch for tire  disposal  will be settled
utilizing the binding arbitration procedure contained herein.

     5. ACCESS TO AND USE OF REAL PROPERTY owned and used by Ripe Touch for this
enterprise  shall be granted to David  Mehring d/b/a Tire Broker or Fairplay for
the  duration of this  agreement;  David  Mehring  d/b/a Tire Broker or Fairplay
shall be granted  additional  use, rent free, of not more than two acres of land
adjacent to the on-site tire shredding  operation  owned by Ripe Touch for David
Mehring  d/b/a/  Tire  Broker  or  Fairplay's  exclusive  use for tire  sorting,
processing, and storage as Fairplay so chooses.

     6. START WORK DATE is the date this  agreement  becomes  effective and is a
date to be determined by the parties;  this date should include  sufficient time
for Fairplay to familiarize  and train  employees for tire shredding  operations
and  machinery,  prior to Ripe Touch  demands for tire  shreddings  needed as an
energy supply.

     7.  DURATION of this  agreement is for the lifetime of Ripe Touch's El Paso
County, Colorado enterprise/venture so long as it involves the use of tires.

further agree not to compete in a  substantially  similar  operation or endeavor
involving  tire  shredding for fuel source along the Colorado  front range for a
period of twenty (20) years.

The parties further agree not to take any action,  including  investment,  which
will circumvent this agreement or the Equity Agreement.

     9. THIS  AGREEMENT  IS  FURTHER  INTEGRATED  with and  contingent  upon the
execution of separate "Equity Agreement" between Fairplay (or David Mehring) and
Ripe Touch contained in a separate document.

     10.  NOTICES  between the parties shall be in writing and sent by certified
mail with return receipt to the following addresses:

          a.   Ripe Touch: P.O. Box 69, Castle Rock, CO 80104

          b.   Tire Broker:     1065 Pleasant View Lane, Colorado
               Springs, CO 80921

     11. ENFORCEMENT OF AGREEMENT:  In the event either party must take steps to
enforce this agreement,  the prevailing party shall be entitled to reimbursement
of accrued and actual  attorney  fees and costs  including,  but not limited to,
expert witness fees and other litigation costs.

     12.  INDEMNIFICATION:  Ripe Touch  agrees to  indemnify  and hold  harmless
Fairplay  and/or David  Mehring,  for any and all attorney fees,  costs,  fines,
assessments,  penalties, or other charges which he may incur or be subject to in
the good faith running of this tire shredding operation, or thereafter.

     Additionally, Fairplay agrees to indemnify and hold harmless Ripe Touch for
any and all attorney fees,  costs,  fines,  penalties or other charges that Ripe
Touch may incur as a result of the negligence or  intentional  torts of Fairplay
or its agents.  Such  indemnification by Fairplay shall not extend to any EPA or
environmental  clean-up  actions  resulting  from the operation of this plant by
Ripe Touch.

     13. ACTS OF  GOVERNMENT:  Ripe Touch agrees to indemnify  and hold harmless
David  Mehring  and/or  Fairplay  for  any  local,   county,  state  or  federal
governmental action, lawsuit,  assessment,  fine or penalty relative to the good
faith operation of this tire shredding business.

     14.  SEVERABILITY:  In the  event  any  part or  parts  of this  agreement,
including the "Equity  Agreement,"  are found by a Court or  Administrative  Law
Judge to be  unenforceable,  void as against public policy,  or  unconscionable,
then the offending  portions shall be void, with the remainder of such agreement
to remain in full force and effect.

     15.  CONTROLLING  LAW:  The laws of the State of Colorado  shall govern the
interpretation  and  enforcement  of  this  agreement,   including  the  "Equity
Agreement." Any and all litigation or arbitration relative to the enforcement or
interpretation  of this agreement shall be in the El Paso County Courts,  unless
the parties specifically agree otherwise in writing.

/s/                                 4/15/97
For Ripe Touch Greenhouses, Inc/      Date

/s/                                 4/15/97
For Fairplay Shredding, LLC/         Date