Exhibit 10.81

                                                                  EXECUTION COPY

          FIRST AMENDMENT TO CREDIT AGREEMENT (Line of Credit Facility)

                          [Regarding EcoScience Merger]

     This First Amendment to Credit Agreement (this "Amendment") is entered into
on September____, 1998 by and between:

Village Farms International Finance Association, a Delaware corporation, with an
address at 10 Alvin Court, East Brunswick, New Jersey 08816 ("Borrower"); and

CoBank,  ACB, sole Agent and sole  Syndication  Party,  as defined in the Credit
Agreement.

                                 R E C I T A L S

A. The  Borrower  entered  into a  certain  Credit  Agreement  (Line  of  Credit
Facility)  dated June 24, 1997 (as amended to date the  "Credit  Agreement")  in
connection with certain  financing  provided by the  Syndication  Parties to the
Borrower; and,

B.  Agro  Power  Development,  Inc.  (the  "Guarantor")  entered  into a certain
Guaranty of Agro Power Development, Inc. dated June 24, 1997 (as amended to date
the "Guaranty") in connection with certain financing provided by the Syndication
Parties to the Borrower; and,

C. The Guarantor  desires to merge with Agro Acquisition  Corp., an affiliate of
EcoScience Corporation,  pursuant to a certain Agreement and Plan of Merger (the
"Merger  Agreement")  dated as of April 28, 1998 and amended and  restated as of
July 31, 1998 (the  "Merger"),  with the name of the survivor  being  changed to
Agro Power Development, Inc.; and,

D. The  parties  desire  to,  among  other  things,  amend and modify the Credit
Agreement as provided herein for the purpose,, among other things, of permitting
the transactions described above.

                               A G R E E M E N T S

     NOW,  THEREFORE,  for value  received,  and  intending to be legally  bound
herein, Borrower covenants and agrees with the Agent and the Syndication Parties
as follows:

1. Definitions.  Except as otherwise  expressly provided herein, all capitalized
terms used  herein and  defined in the Credit  Agreement  shall have the meaning
ascribed to such term under the Credit Agreement.

     (A) Section 1.9 APD.  Upon and after the  consummation  of the Merger,  the
definition  of "APD" set forth in Section 1.9 shall be amended  and  restated in
its entirety as follows:

     1.9 APD: Agro Power Development, Inc., a Delaware corporation.


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     (B) Section 1.10 APD  Subsidiary.  The definition of "APD  Subsidiary"  set
forth in Section 1.10 is hereby amended and restated in its entirety as follows:

         1.10     APD Subsidiary:

                  Village Farms, Inc.

                  Village Farms of Delaware, L.L.C.

                  Village Farms, L.L.C.

                  Keystone Village Farms, L.L.C.

                  Village Farms of Wheatfield, L.L.C.

                  Village Farms of Buffalo, L.P.

                  Village Farms of Texas, L.P.

                  Village Farms of Marfa, L.P.

                  Village Farms of Presidio, L.P.

                  Pocono Village Farms, L.P.

                  New Amsterdam Management Co.

                  New Amsterdam Joint Venture, L.L.C.

                  Village Farms of Virginia, Inc.

                  Village Farms Mediterranean, Inc.

                  Village Farms of Colorado, Inc.



2.       Other Amendments.

     (A) Section 10.14 Real Property.  Clause (b) of Section 10.14 of the Credit
Agreement is hereby amended and restated in its entirety as follows:

     (b) does not own any fee  interest  or  leasehold  interest,  or any  other
     interest,  including  without  limitation any  easements,  rights of way or
     licenses,  in real property,  other than those evidenced by Underlying Loan
     Documents and other than as set forth on Exhibit 10.14 hereto.

     (B) Section 10.19 Material Agreements.  The first sentence of Section 10.19
of the Credit  Agreement  is hereby  amended  and  restated  in its  entirety as
follows:

     Exhibit 10.19 attached  hereto sets forth all agreements of Borrower (other
     than Underlying Loan Documents),  the termination or breach of which, based
     upon Borrower's knowledge as of the date of making any representations with
     respect  thereto,   would  have  a  Material   Adverse  Effect   ("Material
     Agreements").

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     3. Regulatory and Other Notices.  Section 12.2.9 of the Credit Agreement is
hereby amended and restated as follows:

     12.2.9  Regulatory and Other Notices.  Promptly  after  Borrower's  receipt
thereof,  copies of (a) any notices or other  communications  received  from any
governmental  authority  with respect to any matter or proceeding  the effect of
which  could  reasonably  be  expected  to have a  Material  Adverse  Effect  on
Borrower;  or (b) any  written  notices  given  by any  Underlying  Borrower  to
Borrower in accordance  with the terms of any agreement  between any  Underlying
Borrower and Borrower.

     4. Continuance of Credit Agreement.  Except as otherwise expressly provided
herein, the Credit Agreement shall remain in full force and effect in accordance
with its terms.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first set forth above.

                                            Agro Power Development, Inc.





                                            BY: _____________________________
                                               J. Kevin Cobb, Sr. VP. & CFO



                                            CoBank, ACB, as Agent and sole
                                            Syndication Party





                                            BY: _____________________________
                                            Name:
                                            Title:

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