EXHIBIT 10.82

                      SECOND AMENDMENT TO CREDIT AGREEMENT

                            (Line of Credit Facility)

Parties:

         "CoBank":         CoBank, ACB
                           245 North Waco Street
                           Wichita, Kansas 67201-2940

         "Borrower":       Village Farms International Finance Association
                           10 Alvin Court
                           East Brunswick, New Jersey 08816

         "Guarantor":      Agro Power Development, Inc.
                           10 Alvin Court
                           East Brunswick, New Jersey 08816

Effective Date:            September 29, 1998

Recitals:

     A. CoBank,  acting in its capacity as Agent (in such capacity  "Agent") and
as a Syndication  Party, and Borrower entered into that certain Credit Agreement
(Line of Credit  Facility)  dated as of June 24, 1997 (as  amended  from time to
time, the "Credit Agreement").

     B. Guarantor executed its Guaranty of Agro Power Development, Inc. dated as
of June  24,  1997  (as  amended  from  time to time,  the  "Guaranty")  whereby
Guarantor  guaranteed  payment of certain  obligations  of Borrower,  including,
without  limitation,  all  obligations  of  Borrower  arising  under the  Credit
Agreement and other Loan Documents.

     C. Borrower and Guarantor have requested Agent and the Syndication  Parties
under the Credit  Agreement  to  increase  the loan amount  available  under the
Credit Agreement to the principal amount of $13,319,175.00,  which Agent and the
Syndication  Parties  are  willing to do under the terms and  conditions  as set
forth in this Second  Amendment to Credit  Agreement  (Line of Credit  Facility)
("Second  Amendment"),  including the amendments to the Credit Agreement and the
other Loan  Documents (as defined  therein) set forth or described  herein,  and
upon the written consent of Guarantor.



<PAGE>




Agreement:

     Now, therefore,  for good and valuable consideration,  the receipt of which
is hereby  acknowledged,  including the mutual covenants  contained herein,  the
parties hereto hereby agree as follows:

1.  Amendments to Credit  Agreement.  The Credit  Agreement is amended as of the
Effective Date as follows:

     1.1  The  following  definitions  are  added  to  Article  1 of the  Credit
Agreement:

     1.112 Significant  Software:  all software programs,  equipment  containing
embedded microchips, tradeware, telecommunications, physical plant and automated
processes,  regularly  used by Borrower in its business  operations or financial
accounting which, individually, or together with one or more other such software
programs, would, if it failed to be Year 2000 Compliant, have a material adverse
effect on the business  condition  (financial  or  otherwise) of Borrower or the
operation  of the  business of Borrower,  or  Borrower's  ability to perform its
obligations under this Credit Agreement.

     1.113  Third Party  Provider:  means a third party  vendor  which  provides
Significant Software.

     1.114 Year 2000  Compliant:  means,  with respect to software,  (a) that it
shall include calendar year 2000 date conversion and compatibility capabilities,
including  date data century  recognition,  same  century and  multiple  century
formula and date value  calculations  and user  interface  date data values that
reflect the  century so that it will (i) manage and  manipulate  data  involving
dates,  including  single century and multiple  century dates and formulas,  and
will not cause an abnormally  ending scenario within the application or cause an
abort or  result  in the  generation  of  incorrect  values  or  invalid  output
involving such dates,  (ii) include the indication of the correct century in all
date related user interface functions, and (iii) operate in the same manner with
year  dates of 2000 and beyond as it  operates  with year dates of 1900 to 1999;
and (b) that it shall recognize the year 2000 as a year containing  February 29.
Software  that is Year 2000  Compliant  shall be  considered to be in "Year 2000
Compliance".

     1.115 Y2K Compliance Test: those procedures adopted by Borrower for testing
Borrower's Significant Software for Year 2000 Compliance.

     1.2  The  following  definitions  set  forth  in  Article  1 of the  Credit
Agreement are revised in their entirety to read as follows:

          1.8  Aggregate  Commitment:  $13,319,175.00,  subject to  reduction as
     provided in Section 7.2 hereof.

          1.71 Maximum Syndication Amount:

                                       2
<PAGE>

               For CoBank - $13,319,175.00

     1.3 A new Section  10.22 is added to Article 10 of the Credit  Agreement to
read in its entirety as follows:

     10.22.  Year 2000  Compliance.  Borrower  represents and warrants that: (a)
Borrower has conducted an analysis of, and  developed a compliance  program with
respect to, all of its Significant Software, to ensure that it will be Year 2000
Compliant,  and  Borrower  anticipates  that  such  compliance  program  will be
completed on a timely basis; and (b) to the best of Borrower's knowledge,  after
due  inquiry,  the impact of year 2000 on  Borrower  and the key  customers  and
suppliers of Borrower  will not be such as to  materially  adversely  affect the
business,  condition  (financial  or  otherwise) or operation of the business of
Borrower,  taken  as a  whole,  or  to  prevent  Borrower  from  performing  its
obligations hereunder.

     1.4 A new Section  12.16 is added to Article 12 of the Credit  Agreement to
read in its entirety as follows:

     12.16. Year 2000 Compliance and Reports.  Borrower agrees: (a) to cause all
of its  Significant  Software  to be Year 2000  Compliant  no later than July 1,
1999;  (b) to require  all Third  Party  Providers  of  Significant  Software to
provide to  Borrower,  no later than July 1, 1999,  proof that such  software is
Year 2000  Compliant;  (c) to require all third party suppliers and customers of
Borrower  which are, to  Borrower's  knowledge,  dependent  upon software in the
conduct of their business such that the failure of such software to be Year 2000
Compliant could  reasonably be expected to have a material adverse effect on the
business condition  (financial or otherwise) of Borrower or the operation of the
business of Borrower,  or Borrower's  ability to perform its  obligations  under
this Credit Agreement, to provide to Borrower, no later than July 1, 1999, proof
that such software is Year 2000 Compliant;  (d) to conduct a Y2K Compliance Test
on all of  Borrower's  Significant  Software no later than July 1, 1999,  and to
provide  Agent with  written  reports on the results of all such Y2K  Compliance
Tests promptly, but in no event more than thirty (30) days, after such tests are
conducted;  and (e) to provide to Agent, no later than July 1, 1999, the written
certification of Borrower's chief financial officer,  or other corporate officer
satisfactory to Agent, that all of Borrower's  Significant Software is Year 2000
Compliant.

     1.5  Exhibit  16.27 to the Credit  Agreement  is amended  by  changing  the
reference   in   Recital   paragraph   A  thereof   from   "$10,000,000.00"   to
"$13,319,175.00".

2. Conditions to Effectiveness of this Second  Amendment.  The  effectiveness of
this Second Amendment is subject to satisfaction, in Agent's sole discretion, of
each of the following conditions precedent:

     2.1  Organizational  Documents.  Agent shall have  received  good  standing
certificates,  dated no more  than  thirty  (30)  days  prior to the date of the
execution  of this  Second  Amendment,  for  Borrower  and  Guarantor  for their
respective  states of  incorporation  and for each state where their  operations
require qualification or authorization to transact business.



                                       3
<PAGE>

     2.2 Evidence of  Corporate  Action.  Agent shall have  received in form and
substance  satisfactory to Agent documents evidencing all corporate action taken
by Borrower to authorize (including the specific names and titles of the persons
authorized to so act) the  execution,  delivery and  performance  of this Second
Amendment,  certified  to be true and  correct  by the  Secretary  or  Assistant
Secretary of Borrower.

     2.3 No Material  Change.  No change shall have occurred in the condition or
operations of Borrower or Guarantor since April 24, 1997 which could result in a
material  adverse effect on the business,  operations or financial  condition of
Borrower or Guarantor.

     2.4 Fees and Expenses.  Borrower shall have paid Agent, by wire transfer of
immediately  available  federal funds (a) an amendment fee of $50,000.00 and (b)
all other fees and expenses,  including  attorneys'  fees,  incurred by Agent in
connection  with the  preparation,  negotiation  and  execution  of this  Second
Amendment  and  related  documents,  and the  filing  or  recording  of any such
documents.

     2.5 Further  Assurances.  Borrower and Guarantor shall have provided and/or
executed  and  delivered  to Agent  the  following  documents  and such  further
assignments,  documents or financing statements as Agent may reasonably request,
all in form and substance satisfactory to Agent:

          (a)  Amended and Restated Promissory Note (Line of Credit Facility).

          (b)  Second Amendment to Credit Agreement (Term Loan Funding).

     2.6 Representations  and Warranties.  The representations and warranties of
Borrower and of Guarantor contained in each of the Loan Documents to which it is
a party,  shall be true and  correct in all  material  respects on and as of the
Effective Date as though made on and as of such date.

     2.7 No Event of Default.  No Event of Default or  Potential  Default  shall
have occurred and be continuing under the Guaranty or the Credit Agreement.

3. General Provisions.

     3.1 The  Credit  Agreement,  except as  expressly  modified  herein,  shall
continue in full force and effect and be binding upon the parties thereto.

     3.2 This Second Amendment shall be binding upon and inure to the benefit of
Borrower,  Agent, and the Syndication Parties,  and their respective  successors
and  assigns,  except that  Borrower  may not assign or  transfer  its rights or
obligations hereunder.

     3.3 Capitalized terms used, but not defined, in this Second Amendment shall
have the meaning set forth in the Credit Agreement.



                                       4
<PAGE>

     3.4 The  invalidity  or  unenforceability  of any  provision of this Second
Amendment shall not affect the remaining  portions of this Second Amendment;  in
case of such  invalidity or  unenforceability,  this Second  Amendment  shall be
construed as if such invalid or  unenforceable  provisions had not been included
therein.

     3.5 To the extent not governed by federal law,  this Second  Amendment  and
the rights and  obligations  of the  parties  hereto  shall be  governed  by and
interpreted  in  accordance  with the  internal  laws of the State of  Colorado,
without giving effect to any otherwise  applicable rules concerning conflicts of
law.

     3.6 The captions or headings in this Second  Amendment are for  convenience
only and in no way  define,  limit  or  describe  the  scope  or  intent  of any
provision of this Second Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed as of the Effective Date set forth above.

                                COBANK:

                                CoBank, ACB, as Agent


                                By: ___________________________
                                Name:  Greg Somerhalder
                                Title: Vice President

                                COBANK:

                                CoBank, ACB, as sole Syndication Party


                                By: ___________________________
                                Name:  Greg Somerhalder
                                Title: Vice President

                                BORROWER:

                                Village Farms International Finance Association


                                By: ___________________________
                                Name: _________________________
                                Title: ________________________


                                       5
<PAGE>

                       AGREEMENT AND CONSENT OF GUARANTOR

Guarantor  hereby consents to the contents of the foregoing Second Amendment and
reaffirms  its  guarantee of  Borrower's  obligations  arising out of the Credit
Agreement as so amended.

                                         GUARANTOR:
                                         Agro Power Development, Inc.


                                         By: ___________________________
                                         Name: _________________________
                                         Title: ________________________


                                       6