EXHIBIT 10.93


                          TERM LOAN SECURITY AGREEMENT

                                 by and between

                VILLAGE FARMS INTERNATIONAL FINANCE ASSOCIATION,

                                    as Debtor

                                       and

                                  COBANK, ACB,

                          as Agent for the Term Lenders



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                                TABLE OF CONTENTS



1. Definitions ..............................................................1

2. Collateral/Grant of Security Interest ....................................4

    2.1 Grant of First Priority Interest ....................................4

    2.2 Grant of Second Priority Security Interest ..........................5

    2.3 Grant of First Priority Security Interest ...........................6

3. Secured Obligations ......................................................6

4. Representations and Warranties ...........................................6

    4.1 Organization; Power and Authority, etc ..............................6

    4.2 Due Authorization; Power ............................................7

    4.3 Consents; Approvals .................................................7

    4.4 Title to Collateral .................................................7

    4.5 Underlying Term Loans ...............................................7

    4.6 Principal Office; Collateral; Books and Records .....................8

5. Covenants of Debtor ......................................................8

    5.1 Title to Collateral .................................................8

    5.2 Location of Debtor, Collateral and Books and Records ................8

    5.3 Books and Records ...................................................8

    5.4 Inspection of Collateral ............................................8

    5.5 Transfers, Dispositions and Encumbrances ............................9

    5.6 Maintenance and Repair; Taxes; Insurance ............................9

    5.7 Compliance with Laws ................................................9

    5.8 Change in Structure or Name .........................................9


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    5.9 Underlying Term Loan Documents ......................................9

    5.10 Possession of Collateral; Further Assurances ......................10

6. Events of Default .......................................................10

7. Rights Upon Default .....................................................10

    7.1 General ............................................................10

    7.2 Right of Secured Party to Take Possession and Dispose
        of Collateral ......................................................10

    7.3 Notice of Disposition of Collateral ................................11

    7.4 Right of Secured Party to Use and Operate Collateral ...............11

    7.5 Collection of Accounts .............................................12

    7.6 Rights of Secured Party With Respect to the Securities
        Collateral .........................................................12

    7.7 Collection of Underlying Term Loan Notes ...........................14

8. General Provisions ......................................................14

    8.1 Appointment and Rights of Agent ....................................14

    8.2 Amendment, Modification, and Waiver ................................15

    8.3 Costs and Attorneys'Fees ...........................................15

    8.4 Revival of Obligations .............................................15

    8.5 Performance by Secured Party .......................................15

    8.6 Power of Attorney ..................................................16

    8.7 Protection of Collateral ...........................................16

    8.8 Additional Rights of Secured Party .................................17

    8.9 Successors and Assigns .............................................17

    8.10 Advances ..........................................................17

    8.11 Severability ......................................................17

    8.12 Governing Law .....................................................17


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    8.13 Notices ...........................................................17

    8.14 Financing Statement ...............................................17

    8.15 Conflict with Term Loan Agreement .................................17


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                                    EXHIBITS


Exhibit 4.6       Location of Principal Office and Collateral


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                          TERM LOAN SECURITY AGREEMENT

     THIS TERM LOAN SECURITY AGREEMENT ("Security  Agreement") is made as of the
24th day of June,  1997,  by and between  VILLAGE  FARMS  INTERNATIONAL  FINANCE
ASSOCIATION, a Delaware corporation ("Debtor") whose address is 1811 Sardis Road
North, Suite 207, Charlotte, North Carolina 28270 and COBANK, ACB ("CoBank"), as
Agent on behalf  of and for the  benefit  of the Term  Lenders  (as  hereinafter
defined), whose address is 245 N. Waco Street, Wichita, Kansas 67202 (CoBank and
all Successor Agents appointed  pursuant to the Term Loan Agreement are referred
to herein as "Secured Party").

                                 R E C I T A L S

     A.  The Term  Lenders  have  entered  into a Credit  Agreement  (Term  Loan
Funding) of even date  herewith  with Debtor (as amended from time to time,  the
"Term Loan  Agreement")  pursuant to which the Term  Lenders  have agreed (i) to
loan up to $50,000,000  to Debtor ("Term Loan"),  under the terms and conditions
set forth in the Term Loan  Agreement,  to be used by Debtor  only to either (1)
make loans to third parties  ("Underlying  Term Loan Borrowers") for the purpose
of providing permanent take-out financing for Underlying  Construction Loans (as
defined  below),  or (2) fund Debtor's  purchase of existing loans made by third
parties for the  construction  or  acquisition  of facilities  for the planting,
growing and harvesting of vegetables and/or fruits ("Greenhouse Facilities").

     B. The  provisions of the Term Loan  Agreement  require that Debtor execute
certain documents, including this Security Agreement, whereby Debtor shall grant
a lien and  security  interest  to Secured  Party in all of its  property,  both
tangible and intangible,  whether now owned or hereafter  acquired,  as security
for the  performance  of its  obligations  under the Term Loan Agreement and the
other Term Loan Documents (as defined below).

                               A G R E E M E N T S

     In consideration  of the mutual  covenants and agreements  herein contained
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Debtor and Secured Party agree as follows:

     1. Definitions.  Capitalized terms used, but not defined, herein shall have
the meaning given to such terms in the Term Loan Agreement,  if defined therein.
In addition,  unless otherwise defined herein, each term used herein and defined
in the Uniform Commercial Code as enacted in the State of Colorado ("UCC") shall
have  the  meaning  given  to such  term in the  UCC.  As used in this  Security
Agreement, the following terms shall have the meanings set forth below:


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     "Collateral"  means the First  Priority  Collateral,  the  Second  Priority
Collateral and the Shared Collateral.

     "Construction   Agent"  means  CoBank  in  its  role  as  Agent  under  the
Construction  Loan  Agreement  and  each  Successor  Agent  (as  defined  in the
Construction Loan Agreement).

     "Construction  Lenders"  means  CoBank,  in its role as a lender  under the
Construction Loan Agreement,  and any other entity that purchases, now or in the
future, a Syndication  Interest (as defined in the Construction  Loan Agreement)
in the Construction Loan.

     "Construction  Loan" means the credit  facility  made  available  to Debtor
pursuant to the Construction Loan Agreement.

     "Construction Loan Agreement" means the Credit Agreement (Construction Loan
Funding) of even date  herewith  by and between  CoBank for its own benefit as a
lender  and as Agent for the  benefit  of the  present  and  future  syndication
parties  as named or defined  therein,  and  Debtor,  wherein  the  Construction
Lenders  have  agreed  to lend to  Debtor an  aggregate  principal  amount up to
$30,000,000  for the purpose of enabling  Debtor to make  construction  loans to
eligible third parties to use for the purposes therein specified.

     "Construction Loan Documents" means the Construction Loan Agreement and any
and all other  present  and  future  agreements,  documents  and/or  instruments
evidencing,  documenting,  securing or  otherwise  relating to the  Construction
Loan,  all as the same may from  time to time be  amended,  modified,  extended,
renewed or restated.

     "Hedge Agreement" means the secured interest rate hedging agreement of even
date herewith executed by and between Debtor and CoBank.

     "Intercreditor  Agreement" means the  Intercreditor  Agreement of even date
herewith by and between the Construction  Lenders, the Term Lenders, the Line of
Credit Lenders, the Construction Agent, the Term Agent, the Line of Credit Agent
and Debtor.

     "Line of Credit  Agent" means CoBank in its role as Agent under the Line of
Credit  Agreement  and each  Successor  Agent (as  defined in the Line of Credit
Agreement).

     "Line of Credit  Agreement"  means  the  Credit  Agreement  (Line of Credit
Facility) of even date  herewith by and between  CoBank for its own benefit as a
lender  and as Agent for the  benefit  of the  present  and  future  syndication
parties as named or defined  therein,  and  Debtor,  wherein  the Line of Credit
Lenders have agreed to make available to Debtor a line of credit facility in the
principal amount of up to $10,000,000 for the purpose of enabling Debtor to make
line of credit loans to eligible  third parties to use


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for the  purposes  therein  specified  and to issue  letters  of credit  for the
account of Debtor for the purposes therein specified.

     "Line of Credit  Lenders"  means  CoBank in its role as a lender  under the
Line of Credit  Agreement  and any other  entity that  purchases,  now or in the
future, a Syndication  Interest (as defined in the Line of Credit  Agreement) in
the Line of Credit Loan.

     "Line of Credit Loan" means the line of credit  facility made  available to
Debtor pursuant to the Line of Credit Agreement.

     "Line of Credit Loan Documents"  means the Line of Credit Agreement and any
and all other  present  and  future  agreements,  documents  and/or  instruments
evidencing,  documenting,  securing or  otherwise  relating to any or all of the
Line of Credit Loan, all as the same may from time to time be amended, modified,
extended, renewed or restated.

     "Term  Agent"  means  CoBank  in its role as  Agent  under  the  Term  Loan
Agreement and each Successor Agent.

     "Term  Lenders"  means CoBank,  in its role as a lender under the Term Loan
Agreement,  and  any  other  entity  that  purchases,  now or in the  future,  a
Syndication Interest (as defined in the Term Loan Agreement) in the Term Loan.

     "Term Loan Documents"  means the Term Loan Agreement,  the Hedge Agreement,
this Security  Agreement  and any and all other  present and future  agreements,
documents  and/or  instruments  evidencing,  documenting,  securing or otherwise
relating  to any or all of the Term Loan,  all as the same may from time to time
be amended, modified, extended, renewed or restated.

     "Underlying  Construction  Loans" shall have the meaning given to such term
in the Construction Loan Agreement.

     "Underlying  Construction  Loan  Collateral"  means all of Debtor's  assets
relating to the Underlying Construction Loans, including without limitation, all
promissory  notes,  loan  agreements,   security  agreements,  deeds  of  trust,
mortgages,  guaranties, financing statements and other documents, agreements and
instruments  executed in connection with the Underlying  Construction  Loans and
all collateral security therefor.

     "Underlying  Line  of  Credit  Collateral"  means  all of  Debtor's  assets
relating to the Underlying Line of Credit Loans,  including without  limitation,
all  promissory  notes,  loan  agreements,  security  agreements,  reimbursement
agreements,  deeds of trust,  mortgages,  guaranties,  financing  statements and
other  documents,  agreements and  instruments  executed in connection  with the
Underlying Line of Credit Loans and all collateral security therefor.


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<PAGE>

     "Underlying Line of Credit Loans" shall mean "Underlying  Loans" as defined
in the Line of Credit Agreement and the reimbursement obligations owed to Debtor
in connection  with the issuance of Letters of Credit (as defined in the Line of
Credit Agreement) pursuant to the Line of Credit Agreement.

     "Underlying  Term Loans"  shall have the meaning  given to such term in the
Term Loan Agreement.

     "Underlying Term Loan Collateral"  means all of Debtor's assets relating to
the Underlying Term Loans,  including without limitation,  all promissory notes,
loan agreements,  security agreements,  deeds of trust,  mortgages,  guaranties,
financing statements and other documents, agreements and instruments executed in
connection with the Underlying Term Loans and all collateral security therefor.

     2. Collateral/Grant of Security Interest.

     2.1. Grant of First Priority  Interest.  Debtor,  for  consideration and to
secure  the  Secured  Obligations  (as  defined  below),  hereby  grants a first
priority  security  interest  to  Secured  Party  in the  Underlying  Term  Loan
Collateral,  tangible and intangible,  wherever located and whether now owned or
hereafter acquired, together with all additions, substitutions, products thereof
and proceeds therefrom or arising out of the rights reflected  therein,  and all
renewals,  amendments,  substitutions,  and  replacements  of all  or  any  part
thereof, including without limitation the following property (collectively,  the
"First Priority Collateral"):

     (a) all promissory notes made by Underlying Term Loan Borrowers  payable to
Debtor to evidence the  obligations  of such  Underlying  Term Loan Borrowers to
Debtor under their respective  Underlying Term Loans (collectively,  "Underlying
Term Loan Notes");

     (b) all of Debtor's  rights under (i) all loan  agreements  executed by and
between  Debtor and an  Underlying  Term Loan  Borrower  in  connection  with an
Underlying Term Loan (collectively, "Underlying Term Loan Agreements"), (ii) all
mortgages, deeds of trust, security agreements,  financing statements, leasehold
assignments  and consents,  assignments  and any other  documents and agreements
executed as security for the  obligations of an Underlying Term Loan Borrower to
Debtor (collectively, "Underlying Term Security Documents"), and (iii) any other
instruments,  documents or agreements executed and delivered in connection with,
or to secure the  obligations  of an  Underlying  Term Loan  Borrower  under its
Underlying  Term Loan Agreement  (collectively,  with its  Underlying  Term Loan
Note,  Underlying  Term Loan Agreement and Underlying  Term Security  Documents,
"Underlying Term Loan Documents");


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     (c) all assets and properties  acquired by Debtor through  foreclosure,  or
deed in  lieu  of  foreclosure,  on  collateral  for an  Underlying  Term  Loan,
including without limitation the following:

     (i) all of an Underlying Term Loan Borrower's right,  title and interest in
and   to  all   permits,   licenses,   franchises,   certificates,   plans   and
specifications,  studies, contract rights (but not obligations),  claims against
third parties,  judgments,  awards, building materials, rights for utilities and
other rights and privileges  obtained in connection with its Greenhouse Facility
and the real property on which its  Greenhouse  Facility is built  ("Property"),
and  all  equipment,  fixtures,  and  other  personal  property  of any  kind or
character,  now or later  located on or about its  Property  and its  Greenhouse
Facility or used in connection with the  construction or operation  thereof,  or
stored off its  Property for future  incorporation  on or about its Property and
its Greenhouse  Facility,  together with all accessories  thereto,  replacements
thereof and substitutions therefor;

     (ii) all seed,  fertilizer and other supplies,  and all crops now or in the
future planted or growing on an Underlying  Term Loan Borrower's  Property,  all
crops  harvested now or in the future on its Property  ("Produce") and all other
farm  products,  and the products and cash and non-cash  proceeds of such crops,
including general  intangibles,  instruments,  and Paid In Kind certificates and
any governmental subsidies, rebates or other payments with respect to farming or
related  operations  of such  Underlying  Term Loan  Borrower on its Property or
otherwise under any governmental programs;

     (iii) all of the rents, bonuses,  royalties,  revenues,  income,  proceeds,
damages,  profits and other benefits and income paid or payable to an Underlying
Term Loan Borrower from its Property and the improvements  located thereon,  the
Leases (as defined below), or from the use,  possession,  operation,  or sale of
its Property and the improvements located thereon,  including without limitation
any insurance or condemnation proceeds; and

     (iv) any and all leases, subleases,  assignments,  licenses, concessions or
other  agreements  (written  or  oral,  now or later in  effect)  which  grant a
possessory  interest  in and to,  or the  right  to use,  all or any  part of an
Underlying Term Loan Borrower's  Property and the  improvements  located thereon
("Leases"),  and any and all security and other deposits made in connection with
the Leases and all  guaranties of those leases,  including also any oil, gas and
mineral leases, and any bonuses, royalties, and other income from Leases.

     2.2. Grant of Second Priority Security Interest.  Debtor, for consideration
and to secure the Secured Obligations,  hereby grants a second priority security
interest to Secured Party in (a) the Underlying  Construction  Loan  Collateral,
wherever located and whether now owned or hereafter acquired,  together with all
additions, substitutions, products thereof and proceeds therefrom or arising out
of the rights reflected therein,  and all renewals,  amendments,  substitutions,
and  replacements


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of all or any part  thereof,  to be shared  pari  passu  with the Line of Credit
Agent pursuant to the terms and provisions of the Intercreditor  Agreement,  and
(b) the Underlying Line of Credit  Collateral,  wherever located and whether now
owned  or  hereafter  acquired,  together  with  all  additions,  substitutions,
products  thereof and proceeds  therefrom or arising out of the rights reflected
therein, and all renewals, amendments, substitutions, and replacements of all or
any part thereof,  to be shared pari passu with the Construction  Agent pursuant
to the terms and provisions of the Intercreditor Agreement (all of the foregoing
shall be collectively referred to herein as the "Second Priority Collateral").

     2.3. Grant of First Priority Security  Interest.  Debtor, for consideration
and to secure the Secured  Obligations,  hereby grants a first priority security
interest to Secured  Party to be shared pari passu with the  Construction  Agent
and the Line of  Credit  Agent  pursuant  to the  terms  and  provisions  of the
Intercreditor  Agreement in all assets and  properties  of Debtor other than the
First  Priority  Collateral  and the Second  Priority  Collateral,  tangible and
intangible,  wherever  located  and  whether  now owned or  hereafter  acquired,
together  with all  additions,  substitutions,  products  thereof  and  proceeds
therefrom  or arising out of the rights  reflected  therein,  and all  renewals,
amendments,  substitutions,  and  replacements  of  all  or  any  part  thereof,
including without limitation the following property to the extent that it is not
included in the First  Priority  Collateral  or the Second  Priority  Collateral
(collectively, the "Shared Collateral"):

     all  fixtures;  furniture;  furnishings,   accounts;  inventory  (including
     without  limitation,   returned  or  repossessed  goods);   chattel  paper;
     instruments,  drafts; letters of credit; money; utility and other deposits,
     documents;  equipment; tools; machinery; goods; motor vehicles;  investment
     property;  general intangibles  (including without  limitation,  litigation
     rights  and  resulting  judgments,  goodwill,  patents,  tradenames,  trade
     secrets,   trademarks  and  other  intellectual   property,   tax  refunds,
     miscellaneous rights to payment,  entitlements,  uncertificated securities,
     margin accounts,  computer  programs,  invoices,  books,  records and other
     information relating to or arising out of Debtor's business).

     3. Secured  Obligations.  The security  interests  granted to Secured Party
under this Security  Agreement  shall secure the payment and  performance of the
obligations  to, and covenants and agreements of Debtor made for the benefit of,
the Term Lenders under the Term Loan Documents ("Secured Obligations").

     4.  Representations  and  Warranties.  Debtor  represents  and  warrants to
Secured Party as follows:

     4.1. Organization;  Power and Authority,  etc. Debtor is duly organized and
validly  existing  under  the laws of the  State  of  Delaware.  Debtor  has all


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necessary  power and authority to own its property,  to carry on its business as
now owned and operated by it, and to make the Underlying  Term Loans.  Debtor is
duly  qualified to do business and is in good standing in all  jurisdictions  in
which the failure to be so qualified would have a Material Adverse Effect.

     4.2. Due Authorization;  Power. The execution,  delivery and performance by
Debtor of this Security  Agreement and the other Term Loan  Documents are within
the powers of Debtor and have been duly  authorized by all  necessary  action on
the part of Debtor.

     4.3. Consents;  Approvals. Debtor has obtained all consents or approvals of
any Person  which are  necessary  for, or are  required  as a condition  of, the
execution,  delivery and  performance of, and the enforcement of Secured Party's
rights and remedies under, this Security Agreement.

     4.4.  Title to  Collateral.  Debtor  is the true  and  lawful  owner of all
existing Underlying Term Loans, has full power and authority to pledge and grant
a security  interest in the Underlying  Term Loans and the Underlying  Term Loan
Documents,  and has not granted any right or interest in any  existing or future
Underlying  Term Loans or the  Underlying  Term Loan  Documents to any person or
entity  other  than  Secured  Party,  except for the  second  priority  security
interest  granted to the  Construction  Agent and the Line of Credit Agent under
the Construction Loan Documents and the Line of Credit Documents,  respectively.
Except as otherwise  permitted  hereunder or under the Term Loan  Agreement  and
subject to the terms of the  Intercreditor  Agreement,  Debtor has good title to
the Collateral free of all adverse claims, interests, liens, or encumbrances and
has full power and  authority to sell,  transfer,  pledge,  and grant to Secured
Party a security interest in, the Collateral.

     4.5. Underlying Term Loans. With respect to the Underlying Term Loans:

     (a) no default or event which with notice  and/or the passage of time would
become a  default  under  any of the  Underlying  Term  Loan  Documents  for any
Underlying Term Loan has occurred and is continuing;

     (b) the proceeds of each existing  Underlying  Term Loan have been, and the
proceeds of each  future  Underlying  Term Loan will be,  used for the  purposes
permitted under Section 3.1 of the Term Loan Agreement;

     (c) with respect to all existing Underlying Term Loans, the Underlying Term
Loan Documents have been duly executed by the all parties thereto and constitute
the legal, valid and binding  obligation of all parties thereto,  enforceable in
accordance with their terms,  subject to the effects of bankruptcy,  insolvency,
and similar laws affecting the rights of creditors generally or the availability
of equitable remedies,  and are free from any right of set-off,  counterclaim or
other claim or defense;


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<PAGE>

     (d) each existing  Underlying Term Loan is, and all future  Underlying Term
Loans will be, secured by a first lien and security  interest in favor of Debtor
in all assets of the Underlying Term Loan Borrower,  free and clear of all other
liens,  security  interests,  restrictions,  adverse claims or defenses,  except
where the Underlying Term Loan Documents  approved by Secured Party specifically
state otherwise;

     (e) to  Debtor's  knowledge  and  belief,  there  is no  misstatement  of a
material fact, nor an omission to state a material fact, in any of the financial
statements,  projections, budgets or other information furnished by or on behalf
of any existing  Underlying  Term Loan  Borrower,  nor,  has  anything  occurred
subsequent  to the  furnishing of such  information  which would have a material
adverse effect on the results of operation,  business, property, or prospects of
any existing Underlying Term Loan Borrower.

     4.6. Principal Office;  Collateral;  Books and Records. The principal place
of  business  and,  if Debtor  has more than one  place of  business,  the chief
executive  office  ("Principal  Office")  of  Debtor  and the  locations  of all
Collateral,  other than Collateral in the possession of the Construction  Agent,
the Term Agent or the Line of Credit Agent,  and Debtor's  books and records are
listed on Exhibit 4.6 attached hereto.

     5. Covenants of Debtor. Debtor covenants to Secured Party that:

     5.1. Title to Collateral.  Except as otherwise permitted hereunder or under
the Term Loan Agreement,  Debtor shall not create or permit the existence of any
adverse  claims,  interests,  liens,  or other  encumbrances  against any of the
Collateral.  Debtor shall (a) provide  prompt written notice to Secured Party of
any future  adverse  claims,  interests,  liens,  or  encumbrances  against  any
Collateral,  (b)  promptly  obtain a release or  discharge  of any such  claims,
interests,  liens, or other  encumbrances and (c) diligently defend Debtor's and
Secured Party's interests in the Collateral.

     5.2. Location of Debtor,  Collateral and Books and Records. Debtor will not
change any place of business,  its chief executive  office,  the location of any
Collateral  or the  location  of its books and records  without  giving at least
thirty (30) days' prior written notice to Secured Party and  furnishing  Secured
Party with such  documents as Secured Party may reasonably  request  pursuant to
Section 5.10 hereof prior to taking any such action.

     5.3.  Books and  Records.  Debtor  shall  keep  proper  books of record and
account in which  complete  and correct  entries will be made of all of Debtor's
dealings in accordance with GAAP.

     5.4. Inspection of Collateral.  Upon Secured Party's request,  Debtor shall
allow  Secured  Party,  the Term Lenders or persons  designated  by any of them,
during  normal  business  hours or at such other times as the parties may agree,
to: (a) examine the Collateral,  wherever located, (b) examine and make extracts
or copies from


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Debtor's  books  and  records;  and  (c)  discuss  Debtor's  affairs,  finances,
operations, and accounts with its respective officers, directors, employees, and
independent certified public accountants.

     5.5.  Transfers,   Dispositions  and  Encumbrances.   Except  as  otherwise
permitted hereunder or under the Term Loan Agreement,  (a) Debtor will not offer
to sell,  sell,  transfer or otherwise  dispose of any of the  Collateral or any
interest therein, and (b) Debtor will not create,  incur, or permit to exist any
mortgage,  lien,  charge,  encumbrance,  or security  interest  whatsoever  with
respect to the Collateral.

     5.6.  Maintenance  and  Repair;  Taxes;  Insurance.  Debtor  will  keep the
Collateral  in good  order and  repair  and  adequately  insured at all times in
accordance  with the  provisions  of the Term Loan  Agreement.  Debtor  will pay
promptly all taxes and other governmental charges with respect to the Collateral
when due and payable except as otherwise  permitted  hereunder or under the Term
Loan  Agreement.  Secured  Party or the Term Lenders,  at their option,  may (a)
discharge (i) any taxes or other governmental charges that Debtor is required to
pay but  fails to pay,  unless  such  taxes or  governmental  charges  are being
contested in good faith by  appropriate  actions or  proceedings;  provided that
such reserves or other appropriate  provisions,  if any, as shall be required by
GAAP,  shall have been made for such taxes or other  governmental  charges,  and
(ii) liens, security interests, or other encumbrances to which any Collateral is
at any time  subject  that are not  permitted  hereunder  or under the Term Loan
Agreement,  and (b) upon the failure of Debtor to do so,  purchase  insurance on
any insurable  Collateral and pay for the repair,  maintenance,  or preservation
thereof,  and Debtor  agrees to reimburse  Secured Party and the Term Lenders on
demand for any  payment or  expenses  incurred  by any of them  pursuant  to the
foregoing  authorization and any unreimbursed  amounts shall constitute  amounts
owing  under the  Secured  Obligations  for all  purposes  under  this  Security
Agreement.

     5.7. Compliance with Laws. Debtor shall not use the Collateral in violation
of any applicable statutes, regulations or ordinances where such violation would
have a Material Adverse Effect.

     5.8.  Change in  Structure  or Name.  Debtor  shall not,  without the prior
written consent of Secured Party, change its name or business structure.

     5.9. Underlying Term Loan Documents.  Debtor shall take all such actions as
are necessary to maintain the  Underlying  Term Loan Documents in full force and
effect.   Without  the  consent  of  Secured  Party,  Debtor  shall  not  amend,
supplement,  grant consents,  or otherwise  modify or waive  compliance with any
provision of any Underlying Term Loan Document.  Each Underlying Term Loan shall
be  secured  by a first  lien on all the  assets  of the  Underlying  Term  Loan
Borrower,  except where the Underlying  Term Loan Documents for such  Underlying
Term Loan approved by Secured Party specifically state otherwise.


                                       9
<PAGE>

     5.10.  Possession  of  Collateral;  Further  Assurances.  Debtor  shall (a)
deliver promptly to Secured Party,  with such endorsement as Secured Party shall
require,  all  instruments  and documents  comprising part of the First Priority
Collateral or the Shared Collateral,  now owned or hereafter acquired,  of which
possession  is required in order to perfect the  security  interests  of Secured
Party granted herein, (b) upon demand,  execute, assign and endorse all proxies,
applications,  acceptances, stock powers, chattel paper, documents,  instruments
and other  evidences of payment or writings  constituting  or relating to any of
the Collateral,  and (c) execute from time to time financing  statements and any
other  documents in form and content  satisfactory  to Secured Party and perform
such other acts,  including  without  limitation the notation of Secured Party's
interest  on the face of all  chattel  paper,  as Secured  Party may  reasonably
request to  perfect,  maintain  and  continue a valid  security  interest in the
Collateral,  and  Debtor  will  pay all  costs  associated  with the  filing  or
recordation of any such documents.

     6.  Events of  Default.  Debtor  shall be in default  under  this  Security
Agreement  upon the  occurrence  of an  Event of  Default  under  the Term  Loan
Agreement ("Event of Default").

     7. Rights Upon Default.

     7.1.  General.  Upon the  occurrence of an Event of Default and at any time
thereafter  (unless  such Event of Default has been waived in writing by Secured
Party),  Secured Party may declare the Secured  Obligations  immediately due and
payable, and Secured Party shall, subject to the provisions of the Intercreditor
Agreement,  have all the rights and remedies of a secured  party under Article 9
of the UCC or other  applicable law and all the rights provided  herein,  in the
Term Loan  Agreement,  or in any other  instruments  and documents  executed and
delivered in connection  with, or to secure the obligations of Debtor under, the
Term Loan Agreement,  all of which rights and remedies shall, to the full extent
permitted by law, be cumulative.

     7.2.  Right of Secured Party to Take  Possession and Dispose of Collateral.
Upon the  occurrence  of an  Event  of  Default,  subject  to and to the  extent
permitted  by the  provisions  of the  UCC  or  other  applicable  law  and  the
Intercreditor Agreement, unless such Event of Default has been waived in writing
by Secured Party, Secured Party shall have the right to:

     (a) take  possession of the Collateral and enter upon the premises on which
the  Collateral  or any part thereof may be situated  and remove the  Collateral
from those premises and thereafter to hold, store, and/or use, operate,  manage,
and control the Collateral;


                                       10
<PAGE>

     (b) require Debtor to deliver the Collateral to Secured Party at a place to
be designated  by Secured Party which is reasonably  convenient to both parties;
and

     (c) sell, lease or otherwise dispose of any or all of the Collateral in its
then present condition or following any commercially  reasonable  preparation or
processing  thereof,  whether by public or private sale,  for cash, on credit or
otherwise, with or without representations or warranties, and upon such terms as
may be  acceptable  to  Secured  Party,  and  Secured  Party  may  purchase  the
Collateral at any public sale.

     7.3.  Notice  of  Disposition  of  Collateral.  Unless  the  Collateral  is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a  recognized  market,  Secured  Party will give notice to Debtor of any
sale or other  disposition by Secured Party with respect to any Collateral which
is subject to Article 9 of the UCC at the address for Debtor specified above, or
such other address as may from time to time be shown on Secured Party's records,
at least five (5) Business  Days prior to such action.  Any such notice shall be
deemed to meet any  requirement  hereunder or under an applicable law (including
without  limitation the UCC) that  reasonable  notification be given of the time
and place of such sale or other disposition. Debtor consents and agrees that, in
addition to the other  rights and  remedies  provided  to Secured  Party in this
Article 7, Secured Party may, in lieu of, or prior to, selling the Collateral at
public or private  sale,  retain any payments  received on account of any of the
Collateral  and apply the same to amounts  owing under the  Secured  Obligations
until such time as the Secured Obligations have been paid in full.

     7.4.  Right of Secured  Party to Use and  Operate  Collateral.  Upon taking
possession of the  Collateral,  Secured  Party may, from time to time,  make all
repairs,  replacements,  alterations,  additions, and improvements to and of the
Collateral that Secured Party deems proper.  Debtor agrees to reimburse  Secured
Party on demand for any  expenses  incurred  by Secured  Party  pursuant  to the
foregoing  authorization and any unreimbursed  amounts shall constitute  amounts
owing  under the  Secured  Obligations  for all  purposes  under  this  Security
Agreement.  In any such  case,  subject to and to the  extent  permitted  by the
provisions of the  Intercreditor  Agreement,  the UCC, or other  applicable law,
Secured Party shall have the right to operate, manage and control the Collateral
and to carry on  Debtor's  business  and to  exercise  all  rights and powers of
Debtor in respect to the Collateral as Secured Party shall deem best,  including
the right to enter into any  agreements  with respect to the  Collateral  or any
part  thereof,  that Secured Party sees fit; and Secured Party shall be entitled
to collect and receive all rents, issues,  profits,  fees,  revenues,  and other
income of the Collateral and every part thereof.  Such rents,  issues,  profits,
fees, revenues, and other income shall be applied to pay the expenses of holding
and operating the Collateral  and of conducting the business  thereof and of all
maintenance,  repairs, replacements,  alterations,  additions, and improvements,
and to make all  payments  which  Secured  Party may be required or may elect to
make,  if any, for taxes,  assessments,  insurance,  and other  charges upon the
Collateral or any part thereof,  and all other  payments which Secured Party may
be required or authorized to make under any provision of this Security Agreement


                                       11
<PAGE>

(including  reasonable  attorneys'  fees and  expenses).  The  remainder of such
rents, issues, profits, fees, revenues, and other income shall be applied to the
payment of the Secured  Obligations  in such order of priority as Secured  Party
shall determine in accordance with the provisions of the Intercreditor Agreement
and, unless otherwise  provided by law or by a court of competent  jurisdiction,
any surplus from the sale of the Collateral shall be returned to Debtor. Without
limiting the generality of the  foregoing,  but subject to the provisions of the
Intercreditor  Agreement,  Secured  Party  shall have the right to apply for and
have a receiver appointed  ex-parte by a court of competent  jurisdiction in any
action taken by Secured  Party to enforce its rights and  remedies  hereunder in
order to manage, protect, and preserve the Collateral and continue the operation
of the business of Debtor and to collect all  revenues  and profits  thereof and
apply  them  to  the  payment  of  all  expenses  and  other   charges  of  such
receivership,  including the compensation of the receiver, and to the payment of
the Secured  Obligations as described above until a sale or other disposition of
the Collateral shall be finally made and consummated.

     7.5.  Collection of Accounts.  Upon the occurrence of any Event of Default,
unless  such Event of  Default  has been  waived in  writing  by Secured  Party,
Secured Party shall,  subject to the provisions of the Intercreditor  Agreement,
have the right at any time and from time to time,  without notice, to (a) notify
account  debtors that accounts have been assigned to Secured  Party;  (b) advise
account debtors of Secured  Party's  security  interest and/or instruct  account
debtors to make payments  directly to Secured Party; (c) charge to any escrow or
other  account of Debtor with Secured  Party or any Term Lender or controlled by
any of them,  any item of payment  received by Secured Party which is dishonored
by the drawee or maker thereof; (d) endorse all items of payment made payable to
Debtor  which may come into the  possession  of Secured  Party;  (e) collect all
accounts in Secured  Party's name or Debtor's  name and take control of any cash
or non-cash  proceeds of accounts and of any returned or repossessed  goods; (f)
compromise,  extend or renew the  amount  owing on any  account or deal with any
account  as  Secured  Party  may  deem   advisable;   and  (g)  make  exchanges,
substitutions  or  surrenders  of  collateral  for any account.  Once any or all
account debtors have been notified,  whether by Debtor or Secured Party, to make
payment directly to Secured Party,  all amounts and proceeds  received by Debtor
in  respect  of such  accounts  shall be  received  in trust for the  benefit of
Secured  Party,  shall be  segregated  from other funds of Debtor,  and shall be
immediately  paid over to Secured  Party in the same form as so  received.  Such
actions and the application of any such amounts to the Secured Obligations shall
not be deemed to constitute retention in satisfaction of the Secured Obligations
under  Section  4-9-505 of the UCC and any  comparable  provision of the Uniform
Commercial Code as enacted in any other state where the Collateral is located.

     7.6.  Rights of Secured  Party With Respect to the  Securities  Collateral.
Upon the  occurrence  of any Event of Default,  unless such Event of Default has
been waived in writing by Secured Party:


                                       12
<PAGE>

     (a) Secured Party,  in its discretion,  and without notice to Debtor,  may,
subject to the provisions of the Intercreditor  Agreement,  take any one or more
of the  following  actions  without  liability  except to account  for  property
actually  received by it: (i) transfer to or register in its name or the name of
its  nominee  any stock  certificates  or  evidence  of other  equity  interests
included in the Collateral ("Securities Collateral"), with or without indication
of the security  interest herein  created,  and whether or not so transferred or
registered,  receive the income,  dividends and other distributions  thereon and
hold them as additional  Collateral or apply them to the Secured  Obligations in
any order of priority;  (ii)  exercise or cause to be  exercised  all voting and
corporate powers with respect to any of the Securities  Collateral so registered
or  transferred,  including  (1) all  rights  to call  or  require  shareholders
meetings  and to  remove  or  elect  directors,  and (2)  all  rights  of  proxy
appointments, conversion, exchange, subscription or any other rights, privileges
or options  pertaining to such Securities  Collateral,  as if the absolute owner
thereof; (iii) exchange any of the Securities Collateral for other property upon
a reorganization, recapitalization,  reclassification or other readjustment and,
in  connection  therewith,  deposit any of the  Securities  Collateral  with any
depository upon such terms as Secured Party may determine;  and (iv) in its name
or in the name of Debtor,  demand,  sue for,  collect  or  receive  any money or
property at any time payable or  receivable on account of or in exchange for any
of the Securities Collateral,  and Secured Party further shall have the right at
any time to sign and  endorse  the name of Debtor  upon any  stock  certificate,
stock  power,  check,  draft,  money order,  or any other  documents of title or
evidences of payment with respect to the Securities  Collateral,  in the name of
Debtor,  it being the intention of Debtor to grant to Secured Party the right to
sell any portion or all of the Securities Collateral and the proceeds therefrom,
upon the occurrence of an Event of Default hereunder.

     (b) If Secured Party in good faith believes that the Securities Act of 1933
("Act") or any other state or federal law  prohibits or restricts  the customary
manner of sale or  distribution  of any of the  Securities  Collateral,  Secured
Party may, subject to the provisions of the Intercreditor  Agreement,  sell such
Securities  Collateral  privately  or in any other  manner  deemed  advisable by
Secured  Party at such price or prices as Secured  Party  determines in its sole
discretion. Debtor recognizes that such prohibition or restriction may cause the
Securities  Collateral to have less value than it otherwise would have and that,
consequently,  such sale or  disposition  by Secured Party may result in a lower
sales price than if the sale were  otherwise  held.  Secured  Party may sell the
Securities  Collateral  in one or more  sales or  parcels,  for cash,  credit or
future delivery, and with or without the use of a stockbroker,  as Secured Party
may deem  advisable.  Secured  Party may be the  purchaser  of any or all of the
Securities Collateral. In the event that Secured Party elects to sell all or any
part of the  Securities  Collateral in a public sale,  Debtor shall use its best
efforts to register and qualify the  Securities  Collateral,  or the  applicable
part  thereof,  under the Act and all state  securities  laws,  and all expenses
thereof shall be payable by Debtor,  including, but not limited to, all costs of
registration or qualification of any Securities Collateral under the Act and any
state  securities laws, and the sale of such Securities  Collateral,  including,
but not limited to,


                                       13
<PAGE>

brokers' or underwriters' commissions,  fees or discounts,  accounting and legal
fees and disbursements, and expenses of transfer and sale.

     (c)  Notwithstanding  any  provision  herein to the  contrary,  CoBank  may
transfer,  dispose or liquidate  Debtor's CoBank Equity  Interests in accordance
with its usual  procedures and in accordance with its bylaws and capital plan as
applicable to cooperative borrowers generally.

     7.7.  Collection of Underlying Term Loan Notes.  Upon the occurrence of any
Event of  Default,  unless  such Event of Default  has been waived in writing by
Secured Party, Secured Party may, subject to the provisions of the Intercreditor
Agreement, (a) notify and require each Underlying Term Loan Borrower to make all
payments owing on the Underlying Term Loan Notes directly to Secured Party,  (b)
endorse all items of payment,  with  respect to amounts  owing under  Underlying
Term Loan Notes,  made payable to Debtor which may come into the  possession  of
Secured Party; (c) collect amounts owing under the Underlying Term Loan Notes in
Secured  Party's  name or Debtor's  name;  (d)  compromise,  extend or renew the
amount owing on any Underlying  Term Loan or deal with any Underlying  Term Loan
as  Secured  Party may deem  advisable;  (e) make  exchanges,  substitutions  or
surrenders  of  collateral  for any  Underlying  Term Loan,  and (f) declare the
Underlying Term Loans immediately due and payable, exercise all rights of Debtor
under the Underlying Term Loan Documents and foreclose on all collateral for the
Underlying  Term  Loans in  accordance  with the  rights  of  Debtor  under  the
Underlying Term Loan  Documents.  Once any or all Underlying Term Loan Borrowers
have been notified, whether by Debtor or Secured Party, to make payment directly
to Secured Party, all amounts and proceeds received by Debtor in respect of such
Underlying  Term Loans  shall be  received  in trust for the  benefit of Secured
Party,  shall be segregated from other funds of Debtor, and shall be immediately
paid over to Secured  Party in the same form as so received.  Debtor agrees that
by  taking  such  action  Secured  Party  will  be  deemed  to have  acted  in a
commercially reasonable manner and that such action by Secured Party will not be
deemed to constitute retention of the Underlying Term Loan Notes in satisfaction
of the Secured  Obligations  under Section 4-9-505 of the UCC and any comparable
provision of the Uniform Commercial Code as enacted in the state where Debtor is
located or otherwise.

     8. General Provisions.

     8.1.  Appointment and Rights of Agent.  Debtor  acknowledges,  agrees,  and
consents (a) to the appointment by the Term Lenders of CoBank as Agent under the
Term Loan Agreement ("Agent") for the purposes of administering  certain aspects
of the Term Loan, (b) that CoBank as Agent is acting for the benefit of the Term
Lenders hereunder, and (c) that in the event that a Successor Agent is appointed
for CoBank in its capacity as Agent in  accordance  with the  provisions  of the
Term Loan  Agreement and written  notification  thereof is provided to Debtor by
CoBank,  any Term Lender or such Successor Agent,  such Successor Agent shall be
entitled to exercise all the rights


                                       14
<PAGE>

of Secured  Party  hereunder,  and that Debtor will perform all its  obligations
hereunder  with  respect to such rights as it may be directed by such  Successor
Agent.

     8.2. Amendment, Modification, and Waiver. Without the prior written consent
of  Secured  Party and  Debtor,  no  amendment,  modification,  or waiver of, or
consent to any  departure  by Debtor  from,  any  provision  hereunder  shall be
effective.  Any  such  amendment,  modification,  waiver,  or  consent  shall be
effective only in the specific  instance and for the specific  purpose for which
given.  No waiver by Secured Party of any default  shall be effective  unless in
writing,  and any such waiver shall not operate as a waiver of any other default
or the same default on a future  occasion.  The taking of the security  interest
created by this  Security  Agreement  shall not be deemed to waive or impair any
other  security  interest  Secured  Party may have or hereafter  acquire for the
payment of the Secured Obligations,  nor shall the taking of any such additional
security interest waive or impair this Security Agreement; but Secured Party may
resort  to any  security  it may  have in the  order  it may  deem  proper,  and
notwithstanding any collateral  security,  Secured Party shall retain its rights
of setoff against  Debtor.  No delay or omission on the part of Secured Party in
exercising any right hereunder shall operate as a waiver of such right or of any
other right hereunder.

     8.3. Costs and Attorneys'  Fees.  Debtor will, upon demand,  pay to Secured
Party and the Term  Lenders the amount of any and all  expenses,  including  the
reasonable  attorneys'  fees and  expenses of counsel for Secured  Party and the
Term  Lenders  and of any experts and agent,  which  Secured  Party and the Term
Lenders may incur in  connection  with (a) the  administration  of this Security
Agreement  upon the  occurrence  of an Event of  Default,  unless and until such
Event  of  Default  has  been  waived  in  writing  by  Secured  Party;  (b) the
collection,  retaking,  storage,  custody,  preservation,  use or operation  of,
preparing for sale, selling or other disposition and delivery,  collection from,
or  other  realization  upon,  any  of  the  Collateral;  (c)  the  exercise  or
enforcement of any of the rights of Secured Party hereunder;  or (d) the failure
by Debtor to perform or observe any of the provisions hereof.

     8.4. Revival of Obligations.  To the extent Debtor or any third party makes
a payment or payments to Secured  Party or Secured  Party  enforces its security
interest or exercises  any right of setoff,  and such payment or payments or the
proceeds  thereof are  subsequently  invalidated,  declared to be  fraudulent or
preferential, set aside, and/or required to be repaid to a trustee, receiver, or
any other  party  under any  bankruptcy,  insolvency  or other law or in equity,
then,  to the  extent of such  recovery,  the  Secured  Obligations  or any part
thereof  originally  intended to be satisfied  shall be revived and continued in
full force and effect as if such payment or payments had not been made,  or such
enforcement or setoff had not occurred.

     8.5.  Performance by Secured  Party.  In the event Debtor shall at any time
fail to pay or perform  punctually  any of its  obligations  hereunder,  Secured
Party may, at its option and without  notice to or demand upon  Debtor,  without
obligation  and  without  waiving  or  diminishing  any of its  other  rights or
remedies hereunder, fully perform or discharge any of such duties. All costs and
expenses  incurred  by Secured


                                       15
<PAGE>

Party in connection  therewith,  together  with interest  thereon at the Default
Interest  Rate set forth in the Term Loan  Agreement,  shall  become part of the
Secured Obligations and be paid by Debtor upon demand.

     8.6.  Power  of  Attorney.  Secured  Party  is  hereby  appointed  Debtor's
attorney-in-fact, with full power of substitution, at Secured Party's option and
Debtor's  expense,  to do all acts and things which Secured Party may reasonably
deem necessary to perfect and continue to perfect the security  interest created
by this Security Agreement, to protect its interest in the Collateral, and, upon
the occurrence of an Event of Default  hereunder (unless and until such Event of
Default has been waived in writing by Secured Party),  to protect or enforce and
collect  on the  Collateral  subject  to  the  provisions  of the  Intercreditor
Agreement, including without limitation:

     (a) to obtain and adjust the insurance required to be maintained hereunder;

     (b) to ask, demand, collect, sue for, recover, compromise, receive and give
receipts  for  moneys  due and to  become  due under  the  Underlying  Term Loan
Documents;

     (c) to  receive,  endorse,  and  collect  any drafts or other  instruments,
documents and chattel paper, in connection with (a) above;

     (d) to file any  claims or take any  action or  institute  any  proceedings
which Secured Party may deem necessary or desirable for the collection of any of
the  Collateral  or  otherwise  to enforce the rights of the Secured  Party with
respect to any of the Collateral; and

     (e) to collect the Underlying Term Loans and Underlying Term Loan Notes and
to enforce all rights and remedies available to Debtor under the Underlying Term
Loan Documents and to endorse all items of payment on the Underlying  Term Loans
made payable to Debtor which may come into the possession of Secured Party.

The power vested in Secured Party as Debtor's  attorney-in-fact is, and shall be
deemed to be, coupled with an interest and cannot be revoked.

     8.7. Protection of Collateral.  Secured Party shall not be required to take
any steps  necessary to preserve  any rights in the  Collateral.  Secured  Party
shall further be under no duty to exercise or to withhold the exercise of any of
the rights,  powers,  privileges and options expressly or implicitly  granted to
Secured  Party in this  Security  Agreement,  and  Secured  Party  shall  not be
responsible  for any  failure to  exercise  such  rights nor for its delay in so
doing.  Secured  Party  shall be deemed  to have  exercised  reasonable  care as
custodian of the  Collateral if it takes such action to protect and preserve the
Collateral as Debtor shall request,  but failure to honor any such request shall
not be deemed to be a failure by Secured Party to exercise  reasonable care. The


                                       16
<PAGE>

care which Secured Party gives to the  safekeeping  of its property of like kind
shall  constitute  reasonable  care of the  Collateral  when in Secured  Party's
possession.

     8.8. Additional Rights of Secured Party.  Secured Party, in its discretion,
and without notice to Debtor,  may take any one or more of the following actions
without  liability except to account for property  actually  received by it: (a)
after the  occurrence  of an Event of Default,  unless such Event of Default has
been waived in writing by Secured Party, renew,  extend, or otherwise change the
terms and  conditions  of any of the  Collateral;  (b) take or release any other
collateral as security for any of the Collateral or the Secured Obligations; and
(c) add or release any guarantor,  endorser, surety or other party to any of the
Collateral or Secured Obligations.

     8.9. Successors and Assigns.  This Security Agreement shall be binding upon
and  inure to the  benefit  of Debtor  and  Secured  Party and their  respective
successors and assigns, except that Debtor may not assign or transfer its rights
or obligations hereunder without the prior written consent of Secured Party.

     8.10. Advances. Nothing herein contained shall be construed to obligate the
Term  Lenders to make any loans or  advances  to Debtor and the sole  purpose of
this  Security  Agreement  is to provide  collateral  security  for the  Secured
Obligations.

     8.11.  Severability.  Should any  provision of this  Security  Agreement be
deemed  unlawful or  unenforceable,  said provision  shall be deemed several and
apart from all other  provisions  of this  Security  Agreement and all remaining
provisions of this Security Agreement shall be fully enforceable.

     8.12.  Governing  Law.  This  Security  Agreement  shall be governed by and
interpreted in accordance  with the laws of the State of Colorado  except to the
extent that the validity or perfection of the security  interest  hereunder,  or
remedies hereunder in respect of any particular collateral,  are governed by the
laws of a jurisdiction other than the State of Colorado.

     8.13. Notices.  Notices by any party hereto to any other party hereto shall
be given as provided in the Term Loan Agreement.

     8.14. Financing Statement. A copy, including a photocopy,  of this Security
Agreement may be filed as a financing statement. Debtor authorizes Secured Party
to file financing statements without Debtor's signature where permitted by law.

     8.15. Conflict with Term Loan Agreement. In the event of a conflict between
the terms of this Security  Agreement and those of the Term Loan Agreement,  the
provisions of the Term Loan Agreement shall control.


                                       17
<PAGE>

     This Security Agreement is executed as of the date first above written.

                                     DEBTOR:
                                     VILLAGE FARMS INTERNATIONAL
                                     FINANCE   ASSOCIATION,    a
                                     cooperative     corporation
                                     formed  under  the  laws of
                                     the state of Delaware

                                     By:___________________________________
                                     Name: J. Kevin Cobb
                                     Title:  Vice President

                                     SECURED PARTY:
                                     COBANK, ACB, as Agent on behalf of and for
                                     the benefit of the Term Lenders

                                     By:________________________________
                                     Name:    Greg Somerhalder
                                     Title:   Vice President




                                       18