MANAGEMENT PERFORMANCE INCENTIVE PROGRAM

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                                                                   Exhibit 10.05

[DIAMOND LOGO]

                    MANAGEMENT PERFORMANCE INCENTIVE PROGRAM

I.   PURPOSE:

The Management Performance Incentive Program has been developed in order to

reward employees for outstanding performance in achieving Diamond's short and

long-term organizational objectives. The incentive program is constituted by a

two-phase program:

A.   Profit Sharing Program

     This program is intended to reward employees for contribution towards

     maximizing the cooperative's annual return and for the effective execution

     of each individual's job requirements.

B.   Goal Achievement Program

     The goal achievement program is designed to reward outstanding performance

     in achieving specified outlined strategic goals and objectives associated

     in enhancing the profitability and the long-term viability of the Diamond

     association.

II.  ELIGIBILITY FOR CONSIDERATION:

To be eligible for consideration for the incentive program, you must be employed

by July 1 to participate in a partial program. The degree of participation to

the program would be proportionate to the portion of the year in which the

individual is employed by Diamond in excess of 6 months and period covered.

III. PROGRAM DESCRIPTION:

A.   Goal Achievement Program:

     At the beginning of each calendar year, supervisors will submit each

     employee's goal achievement program which requires approval by the

     department vice president and president.

B.   Profit Sharing

     The profit share program shall trigger when the Diamond adjusted crop

     return exceeds the independent field price by 1 cent a pound.

C.   Program Scoring

     The goal achievement program will be measured on a scale of 0-200

     consisting of 5 key objectives. Each participant will define no more than 5

     key objectives based on the strategic thrust of their individual position.

     The objectives should be challenging and measurable.

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At the beginning of the year, program objectives will be identified on the

Management Performance Incentive Plan Appraisal Form and approved by the

President/CEO. Program objectives for the President/CEO will be approved by the

Board of Directors.

As a guide:

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