Exhibit 10.69








                            MANAGEMENT, OPERATION AND

                              MAINTENANCE CONTRACT

                                     BETWEEN

                        VILLAGE FARMS OF DELAWARE, L.L.C.

                                       AND

                          VILLAGE FARMS OF TEXAS, L.P.



                                February 13, 1996


<PAGE>


   Assumption and Assignment of Management, Operation and Maintenance Contract

                                     Between
                        Village Farms of Delaware, L.L.C.
                                       and
                          Village Farms of Texas, L.P.
                             date February 13, 1996


In connection  with a certain  Management,  Operation and  Maintenance  Contract
between Village Farms,  L.L.C. (VF) and Village Farms of Texas, L.P. (VFT) dated
February 13, 1996 (the  "Agreement"),  please be advised that VF hereby  assigns
all of its right for the period from the "Date of Initial Services," (as defined
in said Agreement) to December 31, 1996, to Agro Power Development, Inc. (APD).

APD hereby  acknowledges  acceptance of this assignment and agrees to assume all
of VF obligations  under said Agreement and to abide by the Agreement terms. The
acceptance  of  this  assignment  by  APD  does  not  relieve  VF of  any of its
obligations or responsibilities to VFT pursuant to the Agreement.

Dated:  July 1, 1996                   Village Farms of Delaware, L.L.C.
                                       by Agro Power Development, Inc.,
                                       it managing member


                                       By:________________________________
                                       Name:    Laurence J. Howard
                                       Title:   Treasurer


                                       Agro Power Development, Inc.


                                       By:________________________________
                                       Name:    Kevin Cobb
                                       Title:   Vice-President


<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I
     DEFINITIONS...............................................................1
ARTICLE II
     SCOPE OF DUTIES...........................................................3
         Section 2.01 .  Performance of Start-up, Operation and Maintenance....3
         Section 2.02 .  Personnel.............................................4
         Section 2.03 .  Facility Manager......................................4
         Section 2.04 .  Business Plan and Budget..............................4
         Section 2.05 .  Performance Standards.................................4
ARTICLE III
     OPERATION.................................................................4
         Section 3.01 .  Operation.............................................4
         Section 3.02 .  Compliance With Governmental Rules....................5
         Section 3.03 .  Obligations of Owner..................................5
         Section 3.04 .  Greenhouse Products...................................5
         Section 3.05 .  Maintenance...........................................5
         Section 3.06 .  No Obstruction........................................6
ARTICLE IV
     COMPENSATION AND PAYMENT..................................................6
         Section 4.01 .  Basic Compensation....................................6
         Section 4.02 .  Debt Service Coverage Ratio Test......................7
ARTICLE V
     REPRESENTATIONS AND WARRANTIES............................................7
         Section 5.01 .  Representations and Warranties of the Manager.........7
ARTICLE VI
     COVENANTS OF THE MANAGER..................................................7
         Section 6.01 .  Operating Logs: Records and Audits....................8
         Section 6.02 .  Insurance of the Manager..............................8
         Section 6.03 .  Employment Practices..................................8
         Section 6.04 .  Nondisclosure.........................................8
         Section 6.05 .  Compliance with Governmental Rules....................9
ARTICLE VII
     GENERAL LIABILITY.........................................................9
         Section 7.01 .  Indemnification.......................................9
ARTICLE VIII
     DEFAULTS AND REMEDIES....................................................10
         Section 8.01 .  Defaults.............................................10
         Section 8.02 .  Damages for Termination Without Cause................11
ARTICLE IX
     TERM.....................................................................11
         Section 9.01 .  Term.................................................11


<PAGE>


ARTICLE X
     MISCELLANEOUS............................................................11
         Section 10.01 .  Notices.............................................11
         Section 10.02 .  Severability........................................12
         Section 10.03 .  Amendment...........................................12
         Section 10.04 .  Assignment..........................................12
         Section 10.05 .  Relationship of the Parties.........................12
         Section 10.06 .  Headings; Etc.......................................12
         Section 10.07 .  Governing Law.......................................13
         Section 10.08 .  Parties in Interest; Limitation and Rights
                          of Others...........................................13
         Section 10.09 .  Arbitration.........................................12


<PAGE>

                 MANAGEMENT, OPERATION AND MAINTENANCE CONTRACT

     Village Farms of Texas, L.P. (the "Owner") intends to construct and operate
an approximate  41-acre  greenhouse (the  "Greenhouse").  The Greenhouse will be
manufactured and constructed by Dalsem Kasenbouw B.V. (the  "Contractor") , Agro
Power Development,  Inc. (the "General Contractor") and the Owner. Village Farms
of  Delaware,  L.L.C.  (the  "Manager")  and the Owner  have  entered  into this
Management,  Operation and Maintenance Contract dated as of February 13, 1996 to
operate, maintain and manage the Greenhouse.

     In consideration of the mutual  agreements  herein contained and other good
and  valuable  consideration,  receipt of which is hereby  acknowledged,  and in
reliance upon the representations and warranties of each party set forth herein,
the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     The following terms when used herein shall have the following meanings:

     "Affiliate"  of any  Person  shall  mean each  Person  which,  directly  or
indirectly,  controls or is controlled  by or is under common  control with such
designated  Person and, without limiting the generality of the foregoing,  shall
include (a) any Person  which  beneficially  owns or holds ten percent  (10%) or
more of any class of voting  securities of such designated Person or ten percent
(10%) or more of the  equity  interest  in such  designated  Person  and (b) any
Person of which such designated  Person  beneficially owns and holds ten percent
(10%) or more of any  class of voting  securities  or in which  such  designated
Person  beneficially  owns or holds  ten  percent  (10%)  or more of the  equity
interest. For the purposes of this definition,  the terms controls,  "controlled
by," and "under common control with," as used with respect to any Person,  shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction  of the  management  and policies of such Person  whether  through the
ownership of voting securities or by contract or otherwise.

     "Business Day" shall mean any day other than Saturday,  Sunday or other day
on which banks are authorized to be closed Texas, New York,  North Carolina,  or
New Jersey.

     "Business Plan and Budget" shall mean the business plan and budget prepared
annually or more often by Manager  setting forth the items  described in Section
2.04.

     "Capital  Assets" shall mean all reusable  equipment and components used in
the operation of the Greenhouse.

     "Codes and Standards" shall mean the applicable  national,  state and local
engineering  construction,  building and safety codes and standards from time to
time in effect governing the construction and operation of the Greenhouse.

     "Contract" shall mean this document and any exhibits and appendices  hereto
as amended from time to time.


<PAGE>

     "Contract  Year"  initially  shall be the period ending on December 31 next
following the Date of Initial Services and each calendar year thereafter.

     "Credit  Agreement"  shall mean the  Credit  Agreement  to be entered  into
between  Owner  and  the  Lender,  as the  same  may  be  amended,  modified  or
supplemented from time to time.

     "Date of Initial  Services"  shall mean that  date,  as agreed  upon by the
Manager  and the  Owner,  which is sixty  (60) days prior to the date of Phase I
Substantial  Completion under the Commercial  Greenhouse Design and Construction
Contract,  dated  December  7,  1995  by  and  between  Contractor  and  General
Contractor, as same may be amended, modified or supplemented from time to time.

     "Facility Manager" shall mean the person described in Section 2.03.

     "Governmental Rule" shall mean any law, rule, regulation, ordinance, order,
code,  interpretation,  judgment or similar  norm or  decision  of any  Federal,
state, local or foreign government,  authority,  agency,  court or other body or
entity having jurisdiction over the Site including the Codes and Standards.

     "Greenhouse  Construction  Agreement" shall mean the Construction Agreement
for the  construction  of the  Greenhouse by and between the  Contractor and the
General  Contractor as assigned to the Owner and as  supplemented,  modified and
amended through the date hereof.

     "Lender"  shall mean CoBank,  ACB, as Agent for the lending  institution(s)
providing financing for the Project, and their successors and assigns.

     "Marketing  Agent"  shall be  Village  Farms,  LLC for the term and to such
extent as described in the Marketing and Sales  Agreement  between the Owner and
Village Farms, LLC, dated February 13, 1996.

     "Operating  Costs" shall mean the sum (without  duplication)  of (a) direct
labor costs paid,  (b) seed expense paid, (c) packaging  supplies  expense paid,
(d) fertilizer and chemical  expenses  paid, (e) biological  control,  including
bees,  expense paid,  (f) freight  expense paid, (g) growing medium and supplies
expense paid, (h) carbon dioxide expense paid, (i) utility (including hot water,
electricity and natural gas) expense paid, (j) compensation  paid to the Manager
hereunder,  (k) insurance  premiums and property  taxes paid,  (1) principal and
interest  paid with  respect  to the  Credit  Agreement  and (m) all other  cash
expenses  paid  relating  to the  operation  of the  Greenhouse,  to the  extent
contained in the Business Plan and Budget.

     "Party" shall mean Owner or the Manager, or any of them, as appropriate and
their successors and permitted assignees.

     "Payroll Costs" shall mean the salaries payable to employees of the Manager
performing the Work at the Site.

     "Person"  shall  mean  any  individual,  corporation,   partnership,  joint
venture, association, joint stock company, trust, unincorporated organization or
government or agency or political subdivision thereof.


                                      -2-
<PAGE>

     "Product"  shall mean all  production  derived from the  Greenhouse,  which
shall initially consist of tomatoes.

     "Revenues"  shall  mean the  gross  proceeds  derived  from the sale of the
Product, plus interest income, and any and all other types of income received by
the Owner,  less  allowances,  returns,  and amounts  received  with  respect to
freight and transportation charges, and excluding insurance proceeds.

     "Site"  shall mean the  Greenhouse  and its  grounds  located at Highway 17
North, Fort Davis, Jeff Davis County, Texas.

     "Term" shall mean the period provided for in Section 9.01 hereof.

     "Uncontrollable Force" shall mean any of the following which are beyond the
reasonable  control of a Party and which  materially  impairs the performance by
such Party of its duties and obligations  hereunder and such material impairment
continues for a period of more than thirty (30) days: (a) severe weather, flood,
fire,  lightning  or other  natural  disaster or act of God, (b)  earthquake  or
subsidence, whatever its cause, (c) strikes or other labor disturbances, whether
or not involving  employees of a Party,  (d) action or inaction by, or inability
to obtain  authorization or approval from, any governmental agency or authority,
which a Party is unable,  after its best efforts,  to overcome,  (e)  compliance
with any Governmental Rule, (f) war (whether declared or not), sabotage,  act of
a public enemy, insurrection, riot or civil disturbance, (g) defects in material
equipment  necessary for  performance  of the  Contract,  (h) any act by another
party (other than the Party claiming Uncontrollable Force, any Affiliate of such
Party  or the  respective  agents,  servants  or  employees  of  such  Party  or
Affiliates) or (i) any other similar act.

     "Work" shall mean all duties and responsibilities of the Manager under this
Contract.

                                   ARTICLE II
                                 SCOPE OF DUTIES

     Section 2.01. Performance of Start-up,  Operation and Maintenance.  As more
specifically described in Articles III and IV, the Manager shall furnish, manage
and supervise all personnel  necessary in connection with the design,  start-up,
operation,  maintenance, service and repair of the Greenhouse. Commencing on the
Date of Initial  Services,  the Facility  Manager (as defined  herein in Section
2.03)  shall be  available  on the Site to provide  consulting  services  to the
Contractor in its  construction  of the Greenhouse and to prepare the Greenhouse
for  production.  Prior to the Date of Initial  Services and upon witnessing all
performance  testing,  the Manager shall inspect the Greenhouse,  and unless the
Manager  submits in writing to Owner a report  setting  forth any defects in the
design or construction of the Greenhouse  within thirty (30) days after the Date
of Initial  Services and upon  witnessing all performance  testing,  the Manager
will be deemed to have  accepted  the  Greenhouse.  Any defects in the design or
construction  of  the  Greenhouse  or  in  any  equipment   therein   reasonably
discoverable  by the Manager  through such  inspection  shall not be grounds for
claiming Uncontrollable Force after acceptance of the Greenhouse by the Manager.
The   marketing   and   distribution   of  the  Product  shall  be  the  primary
responsibility  of  Village  Farms,  LLC  (the  "Marketer")  as  defined  in the
marketing and Sales Agreement, a copy of which is attached hereto as Exhibit B.


                                      -3-
<PAGE>

     Section 2.02.  Personnel.  The Manager shall dedicate to the performance of
the Contract such administrative,  technical and supervisory  personnel (each of
whom will be properly  trained  and  qualified  to  undertake  their  respective
assigned  duties) and support systems and services as are necessary or desirable
to (i) assure start-up and  commissioning  of the Greenhouse,  (ii) instruct the
Owner and its  employees in the proper  operation of the  Greenhouse,  and (iii)
perform Manager's responsibilities under this Contract.

     Section 2.03.  Facility  Manager.  The Manager shall identify one competent
individual  to act in the capacity of Facility  Manager.  The  Facility  Manager
shall be responsible on a day-to-day basis for the operations and performance of
the Greenhouse.  The selection and continued  employment of the Facility Manager
in the performance of the Greenhouse Operations shall be subject to the approval
of Owner,  which  approval  shall not be  unreasonably  withheld.  The  Facility
Manager shall be an employee of the Owner.

     Section  2.04.  Business  Plan  and  Budget.  Prior  to the date of Phase I
Substantial  Completion under the Commercial  Greenhouse Design and Construction
Contract,  the Manager will provide to the Owner a preliminary Business Plan and
Budget for the first year operations setting forth such information as the Owner
shall reasonably request. In addition,  within forty-five (45) days prior to the
Date of Initial Services and within forty-five (45) days prior to December 31 of
each year  thereafter,  the Manager  shall submit to the Owner the Business Plan
and Budget for the initial Contract Year and each Contract Year thereafter.  The
Business  Plan  and  Budget  shall  set  forth  in form  and  detail  reasonably
satisfactory  to Owner,  the  Manager's  best estimate of Revenues and Operating
Costs of the Greenhouse  for such Contract  Year.  Each Business Plan and Budget
delivered  hereunder shall be subject to the approval of Owner. In the event the
Owner does not notify the Manager of its approval or disapproval of the Business
Plan and Budget  within  fourteen  (14) days of its  receipt of same,  the Owner
shall be deemed to have approved such Business Plan and Budget.

     Section 2.05. Performance  Standards.  The Manager shall be responsible for
the operating performance of the Greenhouse in accordance with the Business Plan
and Budget and in conformity with industry,  professional  and safety  standards
and in a prudent and businesslike  manner.  The Manager shall be responsible for
the means,  methods and techniques used in the operation of the Greenhouse.  The
Manager shall  maintain good order and discipline at the Greenhouse at all times
and shall take all  reasonable  precautions  to protect the  Greenhouse  and its
contents (including, but not limited to, the Product) from damage and to protect
employees of Lender, Owner and the Manager and members of the public from injury
at the Site.

                                   ARTICLE III
                                    OPERATION

     Section 3.01. Operation. During the period beginning on the Date of Initial
Services and ending at the expiration of the Term of this Contract,  the Manager
shall use its best efforts to operate the Greenhouse (including, but not limited
to, the sowing, growing, harvesting and packaging of the Product) at its fullest
productive  capacity  in  accordance  with the  Business  Plan and Budget and in
accordance  with  prudent  agricultural  economic  practices  and to assist  the
Marketing  Agent in its  efforts  to market the  Product to derive the  greatest
possible  revenue  therefrom.  The Manager  warrants that,  during each Contract
Year, beginning with the Second


                                      -4-
<PAGE>

Contract Year,  that the operating  performance  of the Greenhouse  will be on a
basis   consistent  with  similar   greenhouses   operated  by  the  Manager  in
consideration of differences in size and location of the other greenhouses.

     Section 3.02.  Compliance With Governmental Rules. The Manager shall at all
times  operate the  Greenhouse in accordance  with all  applicable  Governmental
Rules (including, but not limited to, all environmental protection, hazardous or
toxic substances,  pollution,  waste,  material  handling,  disposal,  sanitary,
health, and safety laws, rules and regulations). The Manager shall be liable for
all fines,  fees,  penalties,  damages or other costs imposed by a  governmental
authority  attributable to its willful acts or negligence (and the negligence of
its agents and employees) in connection  with the operation,  use or maintenance
of the Greenhouse.

     Section 3.03.  Obligations of Owner.  Throughout the Term of this Contract,
Owner shall supply to the Manager of the Greenhouse such personnel and Operating
Supplies  as shall be  mutually  agreed  upon by the  Manager  and  owner in the
Business Plan and Budget.  The Manager shall be  responsible  for overseeing and
recording  the use of all  Operating  Supplies  and shall give Owner  reasonable
notice of its requirements for additional  personnel and Operating  Supplies not
set forth in the Business Plan and Budget, along with the reasons therefor.  The
Manager shall be responsible  for  inspecting  Operating  Supplies  furnished by
Owner,  and any defects in such Operating  Supplies  reasonably  discoverable by
Manager through such  inspection,  and which are capable of being corrected in a
reasonable time frame, shall not be grounds for claiming  Uncontrollable  Force.
All  personnel of the  Greenhouse  operation  shall at all times be employees of
owner.  The Manager shall have the right to direct and instruct the employees of
Owner, and subject to Owner's approval, which will not be unreasonably withheld,
to hire and fire Owner's employees, as Manager considers necessary and desirable
for the operation of the Greenhouse.

     Section 3.04. Greenhouse Products. It is contemplated by this Contract that
the Manager will use its best efforts to produce  tomatoes in the  Greenhouse in
accordance with the Business Plan and Budget.  However, if in the opinion of the
manager the Greenhouse  operation can be made more  profitable by the production
of produce more  profitable  than  tomatoes,  then the  Manager,  with the prior
written  consent of Owner and the  Lender,  may  produce a  substitute  product.

     Section 3.05.  Maintenance.  The Manager shall have the  responsibility  of
directing the maintenance,  service and repair of the Greenhouse (a) in material
accordance  with  industry  standards  of  prudence,   (b)  in  accordance  with
specifications,    directions,   instructions   and   recommendations   of   the
manufacturers of the components  thereof,  (c) in accordance with all applicable
Governmental Rules (including, but not limited to, all environmental protection,
hazardous or toxic substances,  pollution,  waste, material handling,  disposal,
sanitary,  health, and safety laws, rules and regulations) and (d) to the extent
materially  necessary to (i) maintain the Greenhouse in good operating condition
and  repair,  ordinary  wear and tear  excepted,  (ii) cause the  Greenhouse  to
continue to have the capacity and functional ability to perform, on a continuing
basis,  in  normal  commercial   operation,   the  function  for  which  it  was
specifically  designed,  (iii) comply with any standards  imposed by any insurer
who has issued any  insurance  policy or  policies  in effect at any time during
this Contract  with respect to the  Greenhouse or any part thereof and (iv) keep
in full force and effect any warranty with respect to the Greenhouse or any part
thereof.  The Manager shall operate the  Greenhouse in such a manner that at all
times


                                      -5-
<PAGE>

(a) the  Greenhouse  and its  surrounding  grounds shall be free of litter (both
organic and  non-organic),  (b) waste materials  (both organic and  non-organic)
will be  confined  to areas  designed  and  maintained  for  their  storage  and
processing,  (c) the exterior  appearance of the  buildings and the  landscaping
surrounding the Greenhouse shall be neat and orderly and (d) the interior of the
Greenhouse  will  be  neat  and  clean.  The  Manager  will  identify  potential
maintenance  problems and recommend  corrective actions in the Business Plan and
Budget.  All costs  associated  with performing the  aforementioned  maintenance
services will be the  responsibility  of the Owner. The Manager will include its
best estimate of such costs in the Business Plan and Budget.

     Section 3.06. No Obstruction. Until the termination of this Contract, Owner
shall not,  either  through its agents or employees,  take any action that would
prevent the  Manager  from  operating  the  Greenhouse  in  accordance  with the
Contract  nor take any action  that would  materially  obstruct  the Site or the
Greenhouse,  unless such  prevention or obstruction is caused by  Uncontrollable
Force or by the  Manager  or any of its  Affiliates  or any of their  respective
employees, servants or agents.

                                   ARTICLE IV
                            COMPENSATION AND PAYMENT

     Section 4.01.  Basic  Compensation.  In consideration of the performance of
Manager's obligations under the Contract, Owner shall pay to the Manager the sum
of  TWO  HUNDRED   THOUSAND  DOLLARS   ($200,000.00)   per  Contract  Year  (the
"Compensation") in twelve equal monthly installments beginning on the 1st day of
the second month following the Date of Initial  Services and on each anniversary
thereafter.  For the period from the Date of Initial  Services through the first
day of the month  following the Date of Initial  Services,  the Manager shall be
entitled  to a fee  equal  to the  product  of (i) the  Compensation  and (ii) a
fraction  which shall be the number of weeks of such period  divided by 52, such
amount to be payable on the first day of the month following the Date of Initial
Services.  Such  compensation  will be adjusted  each January 1 of each Contract
Year by the same percentage change in the Consumer Price Index ("CPI"), provided
the  adjustment  shall not cause the  Compensation  to be less than the  current
Contract Year's Compensation. If for any reason the Manager is unable to perform
its  obligations  hereunder  except as a result of  termination of this Contract
because  of a  default  by the  Manager  hereunder,  then the  Manager  shall be
entitled to the continuation of the Compensation as though the Contract had been
performed by the Manager,  provided however,  that in the event that the Manager
or Owner is unable to perform its obligations  under this Contract because of an
Uncontrollable  Force,  then the Compensation  shall be discontinued at any time
after  the  later  of,  the  first   anniversary   of  the  event  creating  the
Uncontrollable  Force or the date on which the Manager's  continued  performance
was disrupted. In the event this Agreement has been terminated, and in the event
the Manager may have received  Compensation  to which it was not entitled,  said
overpayment of  Compensation  shall be immediately due and payable to the Owner,
upon the determination of such overpayment.

     Section 4.02.  Debt Service  Coverage  Ratio Test.  The  provisions of this
Section  4.02 shall  remain in effect  only for so long as the Owner is party to
any loan agreement with the Lenders.  In the event Owner's debt service coverage
ratio as defined in the Credit  Agreement  ("DSCR") for any calendar  year falls
below 1.5, then, in that event, no Compensation shall be paid for any portion of
that calendar year,  however,  the right to Compensation shall accrue,


                                      -6-
<PAGE>

provided  the DSCR is greater  than 1.0, and shall be paid to the Manager in one
sum, immediately following Owner's achievement of a DSCR of at least 1.5. In the
event that  Compensation  was paid for any portion of the  calendar  year during
which Owner's  actual DSCR fell below 1.5, those payments shall be deducted from
future  payments due the Manager  hereunder,  until the Owner has recouped same.
Immediately  upon the Owner  achieving a DSCR of 1.5,  any  payments  which were
withheld  or  recouped  by owner  shall be paid to the  manager in one sum.  The
Owner's DSCR shall be measured as of December 31 of each year during the term of
this Contract.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     Section 5.01.  Representations  and Warranties of the Manager.  The Manager
represents  and  warrants to Owner that both it and the  Facility  Manager  have
substantial  experience  in  the  start-up,  operation  and  management  of  the
maintenance,  service and repair of facilities  similar to the  Greenhouse.  The
Manager is a limited  liability company organized and validly existing under the
laws of the State of  Delaware.  The  Manager's  execution  and delivery of this
Contract  and the  performance  of its  obligations  hereunder  have  been  duly
authorized by all requisite  action on the part of the Manager and this Contract
constitutes  the  Manager's  legal,  valid and binding  obligation,  enforceable
against the Manager in accordance  with its terms.  The Manager's  execution and
delivery of this contract and the performance of its obligations  hereunder will
not  conflict  with,  violate  or  result  in  a  default  under  the  Manager's
certificate  of  formation or operating  agreement or any  mortgage,  indenture,
agreement,  instrument  or other  contract to which the Manager is a party or by
which the Manager is bound.

                                   ARTICLE VI
                            COVENANTS OF THE MANAGER

     Section  6.01.  Operating  Logs:  Records  and Audits.  The  Manager  shall
maintain for the benefit of Owner daily  operating  logs showing the  production
and sales from the Greenhouse and shall prepare  maintenance  and repair reports
in detail  sufficient  to  indicate  the nature of all  maintenance  and repairs
performed. The Manager shall also maintain such records and books of accounts as
are appropriate for the proper management of the Greenhouse and all transactions
related  thereto.  All such books,  records  and  reports  shall be the sole and
exclusive  property  of the  Owner,  and the  Manager  shall keep such books and
records  in such  place or places so as to  provide  Owner  (and its  authorized
representatives)  with  maximum  access  thereto  and the ability to make copies
thereof.

     Section 6.02.  Insurance of the Manager.  At all times during the operation
of the  Greenhouse,  the Manager  maintain  the  following  types and amounts of
insurance, with insurers acceptable to the Owner and the Lender:

     (a)  Workers'   Compensation   Insurance  (including  employer's  liability
insurance)  covering  personnel of the Manager in connection with this contract,
subject to the laws of Texas;


                                      -7-
<PAGE>

     (b) Primary  Comprehensive  General  Liability  Insurance for bodily injury
and/or property damage arising from the Work, subject to a combined single limit
of $1,000,000 per occurrence;

     All insurance  policies  procured and  maintained  pursuant to this Section
6.02 shall  contain a clause  requiring  the  insurer  and the Manager to notify
Owner and the Lender in writing 45 days prior to any  cancellation or expiration
thereof or any  amendment  thereto.  Prior to the Date of Initial  Services  the
Manager shall furnish Owner and the Lender a certificate of insurance certifying
that the insurance coverage required pursuant to this Section 6.02 is in effect.

     During the Term of this Contract,  Owner shall keep the Facility (including
the  Greenhouse  and all  equipment  therein) and the Site insured  against such
risks and in such amounts as are reasonably required by the Lender.

     The cost of insurance  required pursuant to this Section 6.02 shall be born
solely by the Manager.  Each such policy shall name the Lender and the Owner (in
the case of (a) and (b) above) as an additional insured.

     Section  6.03.  Employment  Practices.  The Manager  shall  comply with the
applicable  requirements of Executive  Orders Nos. 11246 (Equal  Opportunity and
Certification  of  Nonsegregated  Facilities),  11701  (Affirmative  Action  for
Disabled Veterans and Handicapped of the Vietnam Era), 11758 (Affirmative Action
for Handicapped Workers), 11458 and 11625 (Minority Business Enterprise) and all
other  Governmental  Rules  relating  to  employment  practices  to  the  extent
applicable.

     Section 6.04.  Nondisclosure.  All reports,  records and other  information
related to the Site,  the  Greenhouse,  the  operations  of the  Owner,  and the
performance  of the  Manager  of its duties  hereunder  shall not be used by the
Manager for any purposes other than those contemplated hereby or pursuant to the
written  consent of the Owner and shall not be  disclosed  by the Manager to any
other party or any other person or entity except with the prior written  consent
of the Owner.  Furthermore,  the Manager  shall not copy of  reproduce  any such
information without the written consent of the Owner (other than such reasonable
copies as may be  necessary  to perform  its duties and  obligations  under this
Agreement). The Manager shall also take reasonable precautions to ensure against
any breach of the obligations  contained herein which shall be no less stringent
than the  precautions and procedures that it uses to protect its own proprietary
information  and which  shall,  at a  minimum,  be deemed  to  include,  without
limitation, taking precautions to ensure that it will only make such information
available  to  those  of its  employees  who  have a need to know  it.  Upon the
expiration or termination of this Agreement, Manager shall immediately return to
the Owner all such  information  and all whole or partial copies thereof and all
other  materials that may include,  in whole or in part, such  information.  All
rights, whether arising under copyright, patent, trade secret, or other laws, to
such information are hereby reserved by the Owner.

     Section 6.05.  Compliance with Governmental Rules. The Manager shall at all
times perform its other duties and obligations  hereunder in accordance with all
applicable  Governmental Rules. The Manager shall be liable for all fines, fees,
penalties,   damages  or  other


                                      -8-
<PAGE>

costs imposed by a governmental authority attributable to its and/or its agents,
servants and employees) in connection  with the  performance of its other duties
and obligations hereunder.

                                  ARTICLE VII
                                GENERAL LIABILITY

     Section 7.01. Liability. (Omitted)

     Section  7.02.  Indemnification.  The  Manager  shall  indemnify  and  save
harmless Owner and Lender, and their respective directors,  officers, agents and
employees from and against (i) any and all loss, damage,  injury,  liability and
claims  thereof for injury to or death of a person,  including,  but not limited
to,  personnel  of the  Manager,  Lender and owner,  (ii) any and all loss of or
damage to property and (iii) any and all loss of income by the Owner,  resulting
from the Manager's performance of this Contract to the extent the same is caused
by the negligence or willful  misconduct of the Manager,  any of its Affiliates,
or any or their respective directors, officers, agents or employees. Owner shall
indemnify  and save  harmless  the  Manager  and  Lender,  and their  respective
directors,  officers,  agents,  and  employees  from and against (i) any and all
loss, damage,  injury,  liability and claims thereof for injury to or death of a
person,  including personnel of Owner, Lender and the Manager,  (ii) any and all
loss of or  damage  to  property,  and  (iii)  any and all loss of income by the
Manager,  resulting from the owner's  performance of this Contract to the extent
the same is caused by the negligence or willful  misconduct of the Owner, any of
its Affiliates, or any of its directors, officers, agents or employees.

                                  ARTICLE VIII
                              DEFAULTS AND REMEDIES

     Section  8.01.  Defaults.  Upon the  failure of any Party to  substantially
comply  with  any of the  obligations  of such  Party  hereunder  and  continued
noncompliance  for a period of 30 days  (except in the case  where such  failure
will result in injury to or damage or loss of perishable  Product, in which case
the  cure  period  shall  be  five  (5)  days)  after  written   notice  of  the
noncompliance  is sent to such  Party,  the  non-defaulting  Party  may,  at its
option, by written notice to the defaulting  Party,  declare this Contract to be
in default and at any time thereafter the non-defaulting  Party may, at its sole
discretion,  (a)  exercise  any right or pursue any remedy that may be available
under applicable law or proceed by appropriate court action to enforce the terms
hereof or to recover  damages  for the  breach  hereof  and (b)  terminate  this
Contract. The exercise of any rights or pursuit of any remedies pursuant to this
Contract shall not relieve the defaulting  Party of any of its  obligations  and
liabilities  hereunder,  all of which shall survive such exercise or pursuit. To
the extent  permitted  by law,  and  subject to any  mandatory  requirements  of
applicable  law,  and further  subject to Section  8.02  herein,  each and every
right, power and remedy herein specifically given to the non-defaulting Party or
otherwise in this Contract shall be cumulative and shall be in addition to every
other right,  power and remedy  herein  specifically  given for now or hereafter
existing  at law,  equity or by statute  and I each and every  right,  power and
remedy whether  specifically herein given or otherwise existing may be exercised
or  pursued  from  time to time  and as of ten in such  order  as may be  deemed
expedient  by the  non-defaulting  Party,  and the  exercise  or  pursuit or the
beginning of the exercise or pursuit of any right,  power or remedy shall not be
construed  to be a waiver of the right to  exercise  or to pursue at any time


                                      -9-
<PAGE>

or thereafter any other right, power or remedy. No delay or admission by a Party
in the exercise of any right or power or in the pursuit of any remedy may impair
any such right, power or remedy or be construed to be a waiver of any default on
the party of the other Party or to be an acquiescence  therein.  No expressed or
implied  waiver by a Party of any default  hereunder  shall in any way be, or be
construed to be, a waiver of any future or subsequent default hereunder. Neither
Party shall be considered  to be in default for failure to perform,  or delay in
performing,  any  obligation  under this Contract if  performance  is prevented,
hindered  or  delayed by an  Uncontrollable  Force (but only for so long as such
Uncontrollable  Force  continues  unabated).  In such event,  the Party which is
unable,  or anticipates  being unable,  to perform shall (a) promptly notify the
other Party in writing of the nature,  cause,  date of commencement and expected
duration of any such  delay,  (b)  indicate to what extent it will be  prevented
from  performing  and (c) exercise due diligence to overcome  such  inability to
perform with all  reasonable  dispatch.  In the event a Party  claims  excuse of
performance as a result of an Uncontrollable  Force which continues unabated for
more than one hundred  twenty (120) days, the Party that is not affected by such
Uncontrollable  Force  shall  have the option to  terminate  this  Agreement  on
written notice to the other Party.

     Section  8.02.  Damages  for  Termination  Without  Cause.  Notwithstanding
anything to the contrary in Section  8.01,  the Parties  agree that should Owner
elect to terminate the Agreement without cause at any time,  pursuant to Section
9.01  herein,  then Owner shall pay as  liquidated  damages to the Manager a sum
equal to one-fourth (1/4) of the annual amount of Compensation in effect at such
early  termination,  which shall be Owner's  sole and  exclusive  liability  and
Manager's sole and exclusive remedy, for such early termination without cause.

                                   ARTICLE IX
                                      TERM

     Section 9.01. Term. Subject to Article VIII and Section 3.01, this Contract
shall  continue to be in effect for fifteen  (15) years from the Date of Initial
Services; provided, however that the Term may be extended for additional periods
on terms acceptable to both Parties, such terms to be agreed upon not later than
three months prior to the expiration of the Term. Notwithstanding the foregoing,
the owner shall be permitted to terminate  this Contract with or without  cause,
upon ninety (90) days written notice to the Manager, subject to the terms of the
Credit Agreement.

                                    ARTICLE X
                                  MISCELLANEOUS

     Section 10.01. Notices.  Unless otherwise specifically provided herein, all
notices,  requests  and demands and other  communications  hereunder  must be in
writing  and  shall be  deemed  to have  been  duly  given  (i)  when  delivered
personally,  (ii) when sent by telefax to the telefax  number below and followed
by a confirmation  transmitted by an additional mode of  communication  provided
for herein,  (iii) the second day  following  the day on which the same has been
delivered  prepaid  to a  national  (only  in the  case of  notices  within  the
continental United States) or an international air courier service, or (iv) when
received if sent by the mails, certified or registered, postage prepaid, in each
case  addressed to the party to whom such notice is being given at the following
addresses:


                                      -10-

<PAGE>

         OWNER:   Village Farms of Texas, L.P.
                  c/o Agro Power Development, Inc.
                  10 Alvin Court
                  East Brunswick, NJ 08816
                  Attention:   President
                  Telefax:   908-254-1710

                               and

                  Village Farms of Texas, L.P.
                  c/o Cogentrix of Fort Davis I, Inc.
                  9405 Arrowpoint Boulevard
                  Charlotte, NC 28273
                  Attention:   General Counsel
                  Telefax:   704-529-1006

         MANAGER: Village Farms of Delaware, LLC
                  10 Alvin Court
                  East Brunswick, NJ 08816
                  Attention:   President
                  Telefax:   908-254-1710

Any party may change the  address(es)  to which  notices to it are to be sent by
giving  notice of such  change  to the  other  parties  in  accordance  with the
Section.

     Section 10.02.  Severability.  Any provision of this Contract that shall be
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof  and any  such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provisions in any other jurisdiction. To the extent permitted
by applicable  law, the Manager and Owner hereby waive any provision by law that
renders any provision hereof prohibited or unenforceable in any respect.

     Section 10.03. Amendment.  Neither this Contract nor any other terms hereof
may be terminated, amended, supplemented, waived or modified orally, but only by
an instrument in writing  signed by the Party against which  enforcement  of the
termination, amendment, supplement, waiver or modification shall be signed.

     Section 10.04. Assignment. Neither Party may assign any of their respective
rights under this Contract without the prior written consent of the other Party;
provided, however, that Owner may assign its rights hereunder to the Lender. Any
assignment not permitted by this Section 10.04 shall be void.

     Section 10.05.  Relationship of the Parties. It is agreed and understood by
the Parties that the Manager is an independent contractor with respect to Owner.
No  action,  admission  or  instruction  shall be deemed to make the  Manager an
employee,  agent or partner of Owner or to create any other  relationship  among
the Parties.


                                      -11-
<PAGE>

     Section  10.06.  Headings;  Etc.  The Table of Contents and headings of the
various  articles  and  sections of this  Contract  are for the  convenience  of
reference  only and shall  not  modify,  define  or limit  any  other  terms and
provisions of this Contract.

     Section  10.07.  Governing  Law.  This  Contract  shall  in  all  respects,
including all matters of construction,  validity and performance, be governed by
and construed in accordance with the laws of the State of New York.

     Section 10.08.  Parties in Interest;  Limitation and Rights of Others. This
provisions of this Contract  shall be binding upon, and inure to the benefit of,
the Parties  hereto and their  respective  successors  and permitted  assignees.
Nothing in this Contract,  whether  expressed or implied,  shall be construed to
give any Person (other then the parties hereto and their  respective  successors
and permitted  assignees) any legal or equitable right, remedy or claim under or
in respect of this Contract or any covenants, conditions or provisions contained
herein.

     Section 10.09.  Arbitration.  (a) In the event a dispute arises  between-or
among the Parties  relating to the terms of this  Agreement  and any Party gives
written  notice of such  dispute to the other  Party,  then each of the  Parties
involved in such dispute shall refer the dispute to its senior  management.  The
senior  management of each Party shall meet and confer  regarding the resolution
of the dispute.  In the event a resolution of such dispute is not reached within
30 days of the written notice, then either of the Parties may submit the dispute
to arbitration in accordance with Section 10.09.(b).

     (b)  Arbitration of disputes  pursuant to this Section  10.09.(b)  shall be
held in New York, New York, unless otherwise agreed to by the Parties, under the
commercial arbitration rules of the American Arbitration Association,  and shall
be heard by three  arbitrators  selected in  accordance  with such  rules.  Each
arbitrator  shall have at least five years  experience in the United States in a
profession or professions  related to the subject matter involved in the dispute
and shall not be a past or present officer, director or employee of, or have any
interest in or material  relationship  with, any Partner or any Affiliate of any
Partner. Any arbitral award shall be final and binding and may be entered by any
Party in any  state or  Federal  court  having  jurisdiction  thereof.  Costs of
arbitration  (including  reasonable attorney's fees and arbitration costs) shall
be paid either  equally or by the Parties to the  arbitration  or in  accordance
with the decision of the arbitrators.

     IN WITNESS  WHEREOF,  the  Parties  have  caused  this  Contract to be duly
executed by the respective officers thereunto duly authorized as of the date and
year first above written.

                                   VILLAGE FARMS OF DELAWARE, L.L.C.

                                   By:    Agro Power Development, Inc.,
                                          its Managing

                                   BY:___________________________________
                                   Name:    Kevin Cobb
                                   Title:



                                      -12-

<PAGE>

                                   VILLAGE FARMS OF TEXAS, L.P.

                                   BY:___________________________________
                                   Name:
                                   Title:




                                      -13-