Exhibit 10.76














                          MARKETING AND SALES AGREEMENT

                                     BETWEEN

                              VILLAGE FARMS, L.L.C.

                                       AND

                         VILLAGE FARMS OF BUFFALO, L.P.



                                SEPTEMBER 4, 1997



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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I
         DEFINITIONS..........................................................1
ARTICLE II
         SCOPE OF DUTIES......................................................3
                  Section 2.01.  Performance Duties...........................3
                  Section 2.02.  Personnel....................................3
                  Section 2.03.  On-Site Supervisor...........................3
                  Section 2.04.  Marketing Plan...............................3
                  Section 2.05.  Performance Standards........................4
ARTICLE III
         MARKETING and SALES..................................................4
                  Section  3.01.  Marketing...................................4
                  Section  3.02.  Village Farms Trademark.....................4
                  Section  3.03.  Quality Control.............................5
                  Section  3.04.  Promotion...................................5
                  Section  3.05.  Sales Prices................................5
                  Section  3.06.  Billing and Collections.....................5
                  Section  3.07.  Packaging, Shipping and Delivery............6
                  Section  3.08.  Obligations of Owner........................6
                  Section  3.09.  Greenhouse Products.........................6
                  Section  3.10.  No Obstruction..............................6
ARTICLE IV
         COMPENSATION AND PAYMENT.............................................6
                  Section 4.01.  Basic Compensation...........................6
                  Section 4.02.  Debt Service Coverage Ratio Test.............7
                  Section 4.03.  Bonuses......................................7
                  Section 4.04.  Payment of Bonuses...........................7
ARTICLE V
         REPRESENTATIONS AND WARRANTIES.......................................8
                  Section 5.01.  Representations and Warranties of
                                    the Marketing Agent.......................8
ARTICLE VI
         COVENANTS OF THE MARKETING AGENT.....................................8
                  Section 6.01.  Books, Records and Reports...................8
                  Section 6.02.  Employment Practices.........................8
                  Section 6.03.  Nondisclosure................................9
                  Section 6.04.  Compliance With Governmental Rules...........9
                  Section 6.05.  Section 8 and
                                   Section 15 Declarations....................9
                  Section 6.06.  Section 9 Renewal............................9


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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
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...............................12
                  Section 10.08.  Parties in Interest; Limitation
                                     and Rights of Others.....................13
                  Section 10.09.  Arbitration.................................13


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                          MARKETING AND SALES AGREEMENT

     Village  Farms of Buffalo,  L.P.  (the  "Owner")  intends to construct  and
operate an approximate 18 acre greenhouse in Buffalo, New York (the
"Greenhouse").  The Greenhouse will be dismantled  from its present  location in
Pennsylvania  and  reconstructed  by Mountain High  Greenhouse,  LLC on property
leased by Owner in Buffalo, New York (the "Contractor"), Agro Power Development,
Inc. (the "General  Contractor" or "APD") and the Owner.  Village Farms,  L.L.C.
(the "Marketing Agent") and the Owner have entered into this Marketing and Sales
Agreement  dated this 4th Day of September,  1997 to market the produce grown at
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.

     "Agreement" shall mean this document and any exhibits and appendices hereto
as amended, modified or supplemented from time to time.

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

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

     "Date of Initial Services" shall mean the later of November 1, 1997, or the
date of Substantial  Completion under the Commercial Greenhouse  Dismantling and
Construction  Contract,  dated  February 28, 1997 by and between  Contractor and
General Contractor,  as same may be amended,  modified or supplemented from time
to time.



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     "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.

     "Lender"  shall  mean  Village  Farms  International  Association  and  its
successors and assigns.

     "License  Agreement"  shall mean the License  Agreement  dated February 13,
1996 between APD and the Marketing  Agent, a copy of which is attached hereto as
Exhibit A, as same may be amended from time to time.

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

     "Manager" shall mean the person described in Section 2.01.

     "Management Contract" shall mean the Management, Operation, and Maintenance
Contract of even date herewith between the Owner and the Manager, as same may be
amended, modified, or supplemented from time to time.

     "Marketing  Plan" shall mean the marketing  plan prepared  annually or more
often by Marketing Agent setting forth the items described in Section 2.04.

     "On-Site Supervisor" shall mean the person described in Section 2.03.

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

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

     "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 on South Park
Avenue in Buffalo New York.

     "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


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(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 Agreement, (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 Marketing  Agent
under this Agreement.

                                   ARTICLE II
                                 SCOPE OF DUTIES

     Section 2.01.  Performance  of Duties.  As more  specifically  described in
Article III, the Marketing  Agent shall  furnish,  manage and supervise  certain
personnel necessary in connection with the marketing,  sale, and distribution of
the Product,  in accordance with the terms of this Agreement.  Commencing on the
Date of Initial Services,  the Marketing Agent shall participate in the planning
and start-up of the  Greenhouse.  The On-Site  Supervisor  (as defined herein in
Section 2.03) shall be available at the Site on a full time basis, commencing on
November 1, 1997.  The  operation of the  Greenhouse  and the  production of the
Product shall be the primary responsibility of Village Farms of Delaware, L.L.C.
(the "Manager") as defined in the Management Contract.

     Section 2.02.  Personnel.  The Marketing Agent shall make available for the
performance of its duties under the  Agreement,  sufficient  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 assure the  performance  of  Marketing  Agent's  responsibilities  under this
Agreement.

     Section 2.03.  On-Site  Supervisor.  The Marketing Agent shall identify one
competent  individual to act in the capacity of On-Site Supervisor.  The On-Site
Supervisor  shall be  responsible  on a day-to-day  basis for the  marketing and
sales of the  Product  and  shall be  supervised  by the  Marketing  Agent.  The
selection and continued employment of the On-Site Supervisor shall be subject to
the approval of Owner,  which approval shall not be unreasonably  withheld.  The
On-Site Supervisor shall be an employee of the Owner.

     Section  2.04.  Marketing  Plan.  Within thirty (30) days from receipt of a
copy  of the  preliminary  business  plan  and  budget  for  the  first  year of
operations of the Greenhouse, which is to be prepared by the Manager pursuant to
the Management,  Operation and Maintenance  Contract of even date herewith,  and
approved by the Owner,  the  Marketing  Agent will  provide to the Owner and the
Lender a preliminary Marketing Plan for the first year of operations which shall
include the  strategy  for  marketing  efforts  for the  upcoming  year,  target
customers and geographic areas for penetration, and such other information which
is  customarily  included in a produce  marketing  plan, and which will also set
forth such other information as the Owner may


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reasonably  request.  In addition,  within thirty (30) days after receipt by the
Marketing  Agent of each  subsequent  business  plan and budget  prepared by the
Manager (the  "Business  Plan"),  which  Business Plan is to be submitted by the
Manager  forty-five  (45) days prior to December 31 of each year (except for the
first Contract Year), the Marketing Agent shall submit to the Owner, with a copy
to the  Lender,  the  Marketing  Plan  for the  next  succeeding  Contract  Year
corresponding  to the year covered by such Business  Plan.  The  Marketing  Plan
shall always be prepared in  conjunction  with the  Business  Plan and shall set
forth in form and detail reasonably satisfactory to Owner, the Marketing Agent's
plans for such  Contract  Year.  The  Marketing  Plan  shall be  subject  to the
approval of Owner, such approval not to be unreasonably withheld.

     Section  2.05.  Performance   Standards.   The  Marketing  Agent  shall  be
responsible  for the sales of the  Greenhouse  produce  in  accordance  with the
Marketing Plan. The Marketing Agent shall be responsible for the means,  methods
and techniques used in the marketing and sale of the produce of the Greenhouse.

                                   ARTICLE III
                               MARKETING AND SALES

     Section 3.01. Marketing. During the period beginning on the Date of Initial
Services  and  ending  at the  expiration  of the  Term of this  Agreement,  the
Marketing  Agent  shall use its best  efforts to market  all the  Product of the
Greenhouse in accordance with the Marketing Plan in order to derive the greatest
possible  Revenues  therefrom.  The Marketing  Agent warrants that,  during each
Contract Year, it will sell One Hundred  (100%)  Percent of the Premium  Quality
tomatoes  produced by the Greenhouse in accordance with the terms and conditions
of this Agreement and the Marketing Plan (as it is updated from time to time).

     Section  3.02.  Village  Farms  Trademark.  Village  Farms  is a  trademark
registered with the U. S. Patent and Trademark Office,  owned by APD, a New York
Corporation,  an affiliate of the Marketing Agent. APD has authorized the use of
the Village Farms  trademark by the Marketing Agent and the Owner in conjunction
with this  Agreement.  The Owner hereby  acknowledges  that the Marketing  Agent
and/or APD has full right and authority to the  unlimited use of this  trademark
on behalf of themselves and other producers located throughout the United States
and abroad,  and that the  trademark is not limited to use in  conjunction  with
tomatoes,  but may be used for any  other  type of  produce,  at  APD's  and the
Marketing  Agent's  discretion.  All Premium  Quality  tomatoes  produced by the
Greenhouse  will be labeled  and/or  otherwise  identified  by the Village Farms
trademark,  or such other name as determined  by the  Marketing  Agent (with the
consent of the Owner) which would provide a greater profit to the Owner. Subject
to the provisions of Section 9.01. herein, the Owner shall have the right to use
the trademark, Village Farms, following the termination of this Agreement, until
the Construction Loan Maturity Date (as defined in the Loan Agreement)  provided
that (i) it pays the  Marketing  Agent the sum of  $100,000  per year,  with the
first  payment due within  thirty (30) days prior to the  effective  date of the
termination,  and the  subsequent  payments due within thirty (30) days prior to
the anniversary of the termination,  (ii) the use of the trademark is limited to
fruits and vegetables,  including tomatoes produced at the Greenhouse in Buffalo
New York,  and (iii) the Owner agrees in writing to abide by the  conditions and
restrictions of the License Agreement,  as same may be amended from time to time
provided that no amendment  after the date hereof that is or would be adverse to
the Owner shall be effective against the Owner without the Owner's

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-written  consent.  In the  event  the  Owner  fails to pay any of the  required
payments,  the right to use the trademark shall terminate upon the expiration of
the period  for which  payment  was last  received.  The Owner may,  at its sole
expense,  record a memorandum of the license granted hereby with the U.S. Patent
and Trademark Office,  and APD by its consent hereto agrees to sign such further
documents,  including  the  memorandum as may be necessary to record the license
granted hereby.  The terms of this provision  shall survive  termination of this
Agreement.

     Section 3.03.  Quality Control.  The On-Site  Supervisor shall exercise its
reasonable  discretion  in  determining  which of the Product of the  Greenhouse
qualifies as Premium Quality.  Best efforts will also be used to market tomatoes
which are of  lesser  quality,  except  for  those  tomatoes,  which in the sole
discretion of the Marketing  Agent,  have no market value due to their  inferior
quality.  The  Marketing  Agent  shall have  total  discretion  (subject  to the
requirement  that it act  reasonably)  over which,  if any of the lesser quality
tomatoes shall be labelled or identified with the trademark "Village Farms". The
Marketing  Agent  will  have  sole  and  absolute  discretion  (subject  to  the
requirement that it act reasonably)  over the use of the trademark,  in order to
maintain the high quality  associated  with the  trademark,  and to preserve the
market  share of the Village  Farms  tomatoes,  which will  ultimately  serve to
benefit the Owner in the sale of its Product.

     Section 3.04. Promotion.  Marketing Agent, in conjunction with APD, engages
in,  and  shall  continue  to  engage  in  general  advertising,  marketing  and
promotional  efforts in the food  industry,  on behalf of the trademark  Village
Farms, and shall maintain these general marketing efforts throughout the term of
this Agreement,  on at least the same level as is currently  being employed,  at
the sole expense of the Marketing  Agent.  In the event Marketing Agent deems it
to be in the best interests of the Owner to engage in strictly local advertising
efforts for the sole benefit of the Owner,  such  advertising  campaign  efforts
shall be detailed in the Marketing Plan prepared by the Marketing Agent pursuant
to the terms of this  Agreement.  In the event  said local  advertising  plan is
approved by the Owner,  the Owner shall be solely  responsible  for the costs of
same.

     Section 3.05.  Sales Prices.  The Owner  acknowledges  that the sale of its
Product by the Marketing Agent is based on market demands and price  fluctuation
can occur  seasonally  and  otherwise.  Marketing  Agent shall use  commercially
reasonable efforts to obtain the highest possible price for the Product.

     Section 3.06.  Billing and  Collections.  At its cost, the Marketing  Agent
will provide  billing and collection  services to the Owner  consistent with the
Marketing Plan and such direction as may be reasonably given by the Owner to the
Marketing  Agent from time to time.  All  customers of the Owner shall be billed
under the name Village Farms.  The Marketing Agent will maintain  accurate books
and records of all sales,  billing and collections,  and shall prepare a monthly
report which shall be made available to the Owner for review.  Monies  collected
by the  Marketing  Agent on behalf of the Owner,  shall be held by the Marketing
Agent as trustee in a separate  account for the benefit of the Owner,  and shall
be  remitted  to Owner  (without  deduction)  on a weekly  basis.  Although  the
Marketing Agent is responsible for billing and collection,  the Owner shall bear
the risk of  nonpayment  by any of its  customers,  and shall  determine  if any
customers should be dropped, due to poor payment experience.

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     Section 3.07. Packaging,  Shipping, and Delivery. The Marketing Agent shall
be responsible for the  instructing  and training of Owner's  employees who will
physically be  responsible  for the proper  packaging of the Product.  Marketing
Agent shall be responsible  for all shipping and delivery  arrangements  for the
Product, at Owner's sole expense.

     Section 3.08. Obligations of Owner.  Throughout the Term of this Agreement,
Owner shall furnish all Product  exclusively to the Marketing  Agent,  and shall
use its best  efforts to  produce  Premium  Quality  tomatoes,  in the  quantity
established  in the business plan and budget  prepared  annually by the Manager,
pursuant  to  the  terms  of  the  Management  Contract.  All  personnel  of the
Greenhouse operation shall at all times be employees of Owner.

     Section 3.09.  Greenhouse  Products.  It is  contemplated by this Agreement
that the Product of the Greenhouse will be tomatoes.  However, if in the opinion
of the Marketing Agent, the Greenhouse  operation can be made more profitable by
the  production of produce more  profitable  than  tomatoes,  then the Marketing
Agent,  with the prior written consent of the Owner, may instruct the Manager to
produce a substitute product,  and Marketing Agent's duties will also cover this
substitute product.

     Section 3.10. No  Obstruction.  Until the  termination  of this  Agreement,
Owner shall not,  either  through its agents or employees,  take any action that
would prevent the Marketing  Agent from marketing the Product in accordance with
this Agreement nor take any action that would materially obstruct the production
of Product at the Site,  unless  such  prevention  or  obstruction  is caused by
Uncontrollable  Force or by the Marketing  Agent 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
Marketing  Agent's  obligations  under  the  Agreement,  Owner  shall pay to the
Marketing Agent the sum of Two Hundred ($200,000)  Thousand Dollars 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 Marketing
Agent 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 Marketing Agent is
unable to perform its obligations  hereunder,  except as a result of termination
of this Agreement  because of a default by the Marketing  Agent  hereunder or in
accordance with Section 9.01. herein, then the Marketing Agent shall be entitled
to the  continuation  of the  Compensation  as  though  the  Agreement  had been
performed by the Marketing Agent,  provided however,  that in the event that the
Marketing  Agent or Owner is  unable  to  perform  its  obligations  under  this
Agreement  because of an Uncontrollable  Force,  then the Compensation  shall be
discontinued  at any time after the


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later of the first anniversary of the event creating the Uncontrollable Force or
the date on which the Marketing Agent's continued performance was disrupted.

     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 Lender,  or is a party to any Loan Agreement related
to the refinancing of the obligations  owing to the Lender. In the event Owner's
actual debt service  coverage ratio as defined in the Loan  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,  provided the DSCR is greater than 1.0, and shall be
paid  to  the  Marketing  Agent  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 Marketing
Agent 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  Marketing  Agent in one sum.  The  Owner's  DSCR  shall be
measured as of December 31 of each year during the term of this Agreement.

     Section 4.03. Bonuses. The Marketing Agent shall be entitled to a bonus for
each calendar  year in which the Owner's  actual DSCR equals or exceeds 1.5. The
Owner's DSCR shall be measured in accordance  with Section 4.02.  above.  In the
event the Owner's  actual  DSCR equals or exceeds 1.5 but is less than 2.0,  the
bonus shall be ONE HUNDRED TWENTY FIVE THOUSAND  DOLLARS  ($125,000.00);  if the
actual DSCR  equals or exceeds 2.0 but is less than 2.5,  the bonus shall be TWO
HUNDRED  FIFTY  THOUSAND  DOLLARS  ($250,000.00);  if the actual  DSCR equals or
exceeds 2.5 but is less than 3.0, the bonus shall be THREE HUNDRED  SEVENTY FIVE
THOUSAND DOLLARS  ($375,000.00);  and, if the actual DSCR equals or exceeds 3.0,
the bonus shall be FIVE HUNDRED  THOUSAND DOLLARS  ($500,000.00).  The foregoing
bonus  amounts  shall be  automatically  adjusted  upward each January 1 of each
Contract  Year if the  Consumer  Price  Index  ("CPI")  for that  year  shows an
increase;  the adjustment shall be equal to the percentage change in the CPI for
that calendar year. In the event that the Owner has no debt service  whatsoever,
under the Loan Agreement or otherwise,  the Marketing Agent shall be entitled to
the maximum bonus payable hereunder, but only if the Partners of the Owner shall
have received in the aggregate cash  distributions of Net Distributable Cash (as
defined in the Amended and  Restated  Agreement  of Limited  Partnership  of the
Owner dated as of  September 4, 1997 in a cumulative  amount of  $1,000,000  for
each such calendar year during which the Owner had no debt service. The terms of
this  provision  shall  survive  termination  of this  Agreement for the year of
termination.

     Section  4.04.  Payment of  Bonuses.  Bonuses  shall be paid  quarterly  in
arrears based upon the projected  DSCR contained in the business plan and budget
to be prepared by the Manager each year,  pursuant to the  Management  Contract.
The Manager shall  periodically  review its projection of that year's DSCR, and,
if necessary,  revise same to reflect the more current information  available to
the Manager.  If the projected  DSCR is revised,  either upward or downward to a
different  threshold,  the  quarterly  payment of the  estimated  bonus shall be
adjusted accordingly.  In the event it appears, based upon the revised projected
DSCR,  that the Marketing  Agent has received  overpayments,  such  overpayments
shall be deducted from future  quarterly bonus payments until such  overpayments
have been recouped.  In the event the


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Marketing  Agent's  projected  bonus for that year has increased  based upon the
revised projected DSCR, the shortfall which resulted from the quarterly payments
made based upon the prior  projected  DSCR shall be paid to the Marketing  Agent
with its next regular adjusted  quarterly bonus payment.  Upon the determination
of the actual DSCR,  in the event the  Marketing  Agent had received a Bonus for
the prior  Contract  Year, to which it was not  entitled,  and Owner has not yet
recouped same, such  overpayment  may be offset against either the  Compensation
payable hereunder or against future Bonus payments, until it is recouped. In the
event any Bonus was earned which has not yet been paid, the balance of the Bonus
earned shall be payable in one sum within thirty (30) days of the  determination
of Owner's  actual DSCR. In the event this  Agreement has been  terminated,  any
Bonuses which  Marketing  Agent received to which it was not entitled,  shall be
immediately  due and  payable  to the  Owner,  upon  the  determination  of such
overpayment.

                                    ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     Section 5.01.  Representations  and Warranties of the Marketing  Agent. The
Marketing  Agent  represents  and  warrants  to  Owner  that it has  substantial
experience  in the marketing of tomatoes and that the On-Site  Supervisor  shall
either have substantial  experience in the marketing of tomatoes,  or shall have
been  trained  by a person  with  substantial  experience  in the  marketing  of
tomatoes.  The Marketing Agent is a limited liability company duly organized and
validly existing under the laws of the State of Delaware.  The Marketing Agent's
execution and delivery of this Agreement and the  performance of its obligations
hereunder have been duly  authorized by all requisite  action on the part of the
Marketing  Agent and this  Agreement  constitutes  the Marketing  Agent's legal,
valid  and  binding  obligation,  enforceable  against  the  Marketing  Agent in
accordance with its terms. The Marketing  Agent'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 Marketing Agent's  certificate of
formation  or  operating  agreement  or  any  mortgage,  indenture,   agreement,
instrument or other contract to which the Marketing Agent is a party or by which
the Marketing Agent is bound.

                                   ARTICLE VI
                        COVENANTS OF THE MARKETING AGENT

     Section  6.01.  Books,  Records  and  Reports.  The  Marketing  Agent shall
maintain books and records and shall prepare for the benefit of Owner, a monthly
report showing the sales and collections of the Product,  and such other matters
as the Owner may,  from time to time,  reasonably  request be  included  in such
reports.  All such books,  records and reports  shall be the sole and  exclusive
property of the Owner, and the Marketing Agent 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. Employment  Practices.  The Marketing Agent 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 Viet Nam Era),  11758  (Affirmative
Action for Handicapped Workers),  11458 and 11625


                                      -8-
<PAGE>

(Minority  Business  Enterprise)  and all other  Governmental  Rules relating to
employment practices to the extent applicable.

     Section 6.03.  Nondisclosure.  All reports,  records and other  information
related to the Site,  the  Greenhouse,  the  operations  of the  Owner,  and the
performance of the Marketing Agent of its duties  hereunder shall not be used by
the Marketing  Agent for any purposes  other than those  contemplated  hereby or
pursuant to the written  consent of the Owner and shall not be  disclosed by the
Marketing Agent to any other party or any other person or entity except with the
prior written consent of the Owner.  Furthermore,  the Marketing Agent shall not
copy or 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  Marketing  Agent  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,
Marketing Agent 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 6.04. Compliance With Governmental Rules. The Marketing Agent shall
at all times  market the Product and  perform its other  duties and  obligations
hereunder in accordance with all applicable  Governmental  Rules.  The Marketing
Agent  shall be liable for all fines,  fees,  penalties,  damages or other costs
imposed by a  governmental  authority  imposed on or incurred or suffered by the
Owner which are attributable to Marketing Agent and/or its agents,  servants and
employees,  in  connection  with the  marketing and sales of the Product and the
performance of its other duties and obligations hereunder.

     Section 6.05.  Section 8 and Section 15  Declarations.  The Marketing Agent
shall either cause APD to file, or shall itself,  file during the period between
July 28, 1997 and July 28, 1998, Section 8 and Section 15 Declarations, required
under 15 U.S.C.  ss. 1058 and 15 U.S.C.  ss. 1065 to extend the  duration of the
initial  registration  of  the  Trademark  and to  establish  the  Trademark  as
incontestable.

     Section 6.06. Section 9 Renewal. The Marketing Agent shall either cause APD
to file, or shall itself,  file within six months prior to the expiration of the
original  registration of the Trademark,  or any renewal thereof, an application
for renewal of registration under 15 U.S.C. ss. 1059.

                                   ARTICLE VII
                                GENERAL LIABILITY

     Section 7.01. Indemnification. The Marketing Agent 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 Marketing Agent, Lender and Owner, (ii)


                                      -9-
<PAGE>

any and all loss of or damage to  property  and (iii) any and all loss of income
by the Owner, resulting from the Marketing Agent's performance of this Agreement
to the extent the same is caused by the negligence or willful  misconduct of the
Marketing  Agent, any of its Affiliates,  or any or their respective  directors,
officers,  agents or  employees.  Owner shall  indemnify  and save  harmless the
Marketing Agent 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 Owner, Lender and the Marketing Agent, (ii) any and all
loss of or  damage  to  property,  and  (iii)  any and all loss of income by the
Marketing Agent, resulting from the Owner's performance of this Agreement to the
extent the same is caused by the negligence or willful  misconduct of 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 thirty  (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 Agreement 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/or (b)  terminate  this
Agreement.  The  exercise of any rights or pursuit of any  remedies  pursuant to
this Agreement 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. each and every right, power
and remedy herein specifically given to the non-defaulting Party or otherwise in
this  Agreement  shall be  cumulative  and shall be in  addition  to every other
right, power and remedy herein  specifically given, or now or hereafter existing
at law, equity or by statute and 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  often  in such  order  as may be  deemed  expedient  by the
nondefaulting  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 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 Agreement 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


                                      -10-
<PAGE>

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 Marketing Agent
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 Marketing  Agent'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
Agreement 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 with or without cause,
upon ninety (90) days  written  notice to the  Marketing  Agent,  subject to the
terms of the Loan  Agreement.  In the event the Owner  terminates  the Agreement
without cause, the right of the Owner to use the trademark, Village Farms, shall
terminate simultaneously with this 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:

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

                                        and


                                      -11-
<PAGE>


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

         MARKETING
         AGENT:              Village Farms, L.L.C.
                             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 this
section.

     Section 10.02. Severability.  Any provision of this Agreement 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 Marketing  Agent 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 Agreement 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  Agreement  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 Marketing  Agent is an independent  contractor with respect
to  Owner.  No  action,  admission  or  instruction  shall be deemed to make the
Marketing  Agent an  employee,  agent or partner of Owner or to create any other
relationship among the Parties.

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

     Section  10.07.  Governing  Law.  This  Agreement  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.



                                      -12-
<PAGE>

     Section 10.08.  Parties in Interest;  Limitation and Rights of Others.  The
provisions of this Agreement shall be binding upon, and inure to the benefit of,
the Parties  hereto and their  respective  successors  and permitted  assignees.
Nothing in this Agreement,  whether expressed or implied,  shall be construed to
give any Person (other than the Parties hereto and their  respective  successors
and permitted  assignees) any legal or equitable right, remedy or claim under or
in  respect  of  this  Agreement  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  Agreement  to be duly
executed by the respective officers thereunto duly authorized as of the date and
year first above written.

                              VILLAGE FARMS, L.L.C.

                              By:      Agro Power Development, Inc., its
                                       managing member

                              By:_____________________________________
                              Name:        J. Kevin Cobb
                              Title:       Senior Vice President


                              VILLAGE FARMS OF BUFFALO, L.P.

                              By:      Cogentrix of Buffalo, Inc.,
                                       Partner

                              By:_____________________________________
                              Name:        Thomas F. Schwartz
                              Title:       Vice President



                                      -13-
<PAGE>



                              Consent and Agreement

     Agro Power  Development,  Inc.  ("APD")  hereby joins in this Marketing and
Sales Agreement (the "Agreement") (a) for the express purpose of agreeing to the
terms and  provisions  set forth in Section 3.02.  hereof;  (b) to represent and
warrant to Village Farms of Buffalo, L.P. (the "Owner") that APD owns all right,
title and interest in and to the trademark "Village Farms" (the "Trademark") and
that APD has the right to enter into the agreement set forth in this consent and
agreement;  and (c)  certifying  that a true  and  correct  copy of the  License
Agreement between APD and Village Farms,  L.L.C.  ("VF") licensing the Trademark
to VF is attached to the Agreement as Exhibit A.

                                          AGRO POWER DEVELOPMENT, INC.


                                          By:_________________________________
                                                   J. Kevin Cobb
                                                   Senior Vice President


                                      -14-