Exhibit 10.78

                               MARKETING AGREEMENT

     This  Marketing  Agreement is made as of the first day of January  1995, by
and between  Fosterfarms,  Inc., a Delaware  corporation  (herein referred to as
"FF") and Agro Power Development,  a New York corporation (herein referred to as
"APD") which markets  produce under the  trademarked  name Village Farms (herein
referred to as "VF").

     WHEREAS, FF leases and operates  approximately 10 acres of greenhouse space
in Marion  Heights,  Pennsylvania  (the  "Facilities"),  in which FF  intends to
produce  approximately three million pounds (3,000,000) of tomatoes ("Tomatoes")
annually, anticipating an initial harvest on or about February 20, 1995; and

     WHEREAS,  FF  desires  to  contract  with APD so that APD will  market  the
Tomatoes grown at the Facilities in accordance with this Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and mutual  promises
contained,  the receipt and  sufficiency of which are hereby  acknowledged,  the
parties hereby agree as follows

1.   Market and Sale of Entire Output

     A.   APD shall market,  sell,  invoice and collect the  receivables for the
          entire output of Tomatoes from the Facilities  during the term of this
          Agreement, subject to the terms for establishing the selling price and
          inspection of the Tomatoes as stated herein.

     B.   Tomatoes shall conform in variety,  consistency,  quality, size, share
          and grade to  standards  as  mutually  agreed  upon in Appendix A. The
          parties  may,  from  time to time,  revise  the  standards  by  mutual
          agreement in writing.

     C.   FF shall provide APD either  directly (on site) or by facsimile with a
          daily status report by 10:00 a.m. which will contain the current daily
          production detailing quantity, grade, size and color and the projected
          harvest for the next day. In  addition,  FF will  provide a projection
          each Friday for the following week's  (Monday-Saturday)  total harvest
          also broken down by date.

     D.   In  addition to the  services  referred  to in  paragraphs  A, B and C
          above, APD will perform the following services:

          o    Marketing/sales of all FF products.

          o    Invoicing,   collection,   aging,   guarantee   and   payment  of
               receivables.

          o    Provide  shipping   logistics   including,   rate  structure  and
               preparation of Bills of Lading.

          o    Generate  sales  summaries by customer on a  bi-weekly,  monthly,
               annual and rolling average basis.

          o    Technical  support  to  growing,  packing  operations,  including
               on-site visits.



<PAGE>

          o    Full-time APD employee  located at  Facilities,  at no expense to
               FF. The APD  employee  shall  abide by the rules and  regulations
               adopted by FF.  Inspection  service to be provided within one (1)
               hour of scheduled package efforts.

2.   Selling Prices

     FF  acknowledges  that the sale of its  Tomatoes  by APD is based on market
     demands and price fluctuation can occur frequently and/or  seasonally.  APD
     will use all commercially reasonable efforts to attain the highest possible
     price.  APD's  efforts will be at least equal to its efforts for  marketing
     all its  produce and will sell the produce  from the FF  Facilities  to the
     customers which pay the highest net return (quality of customer and payment
     risk considered) as this is in the interests of both parties.

3.   Payment of Receivables

     APD shall collect all  receivables  from its customers for the sale of FF's
     Tomatoes  and risk of such  collection  shall be with APD. APD shall pay FF
     for all  Tomatoes  sold by APD in an amount equal to the actual sales price
     for such  Tomatoes.  APD will  transfer to an account  designated by FF all
     monies due by APD on a weekly basis for all  Tomatoes  accepted by APD from
     FF for the second  week  preceding  the week of  payment.  FF will have the
     right,  providing  a  48-hour  notice is given,  to audit  APD's  books and
     records relating to all produce invoices,  freight costs, receivables,  and
     any other cost related to marketing  FF produce.  Invoices for  transferred
     products  shall be provided to FF within five (5) working days of transfer.
     Product no otherwise  invoiced will be considered as sold and money owed to
     FF in the amount equal to the APD sales price for the previous one (1) week
     for the same class.

4.   Inspection and Acceptance

     Tomatoes  which  have  been  packed  and are  ready  for  shipment  will be
     inspected  and  accepted  by APD  prior to  shipping  by a  designated  APD
     representative. The unit of inspection and acceptance will be the pallet of
     ninety-five (95) (or fewer) boxes of Tomatoes. Upon the point of inspection
     in Marion  Heights all  "accepted"  produce will be considered to have been
     transferred to APD for sales purposes.  Upon written notice and explanation
     to FF, APD may  reject all or part of the  shipment  not  substantially  in
     conformity  with the standards as agreed upon.  An inspection  form will be
     established  for this  purposes;  the  intent  is to  provide  a record  of
     inspection, reason for rejection and dispositions of rejected produce. Upon
     such rejection,  a FF representative  will meet with the APD representative
     to agree on a plan of action on the rejected Tomatoes.  In the event that a
     decision is reached by both  parties to ship the  Tomatoes in question  and
     the Tomatoes are rejected by a customer on the customer's loading dock, APD
     will  immediately  notify FF by phone or  telefax  and shall  describe  the
     reasons for the customer's  rejection.  FF will then have  twenty-four (24)
     hours  within  which to make an  inspection  of the  rejected  goods at the
     customer's dock and shall be allowed an additional  forty-eight  (48) hours
     within  which to replace or credit any  nonconforming  goods.  APD does not
     assume the  liability  for rejected  goods,  unless caused by APD's acts or

                                      -2-
<PAGE>

     omissions.  FF may elect to sell rejected  Tomatoes and such other Tomatoes
     as is necessary to complete sales transactions, without restriction.

5.   Shipment and Delivery

     The manner and method of shipment  shall be determined  and arranged by APD
     and will be the most cost  effective.  FF shall be responsible to reimburse
     APD for all freight costs  (shipping  costs only) on a monthly  basis.  APD
     will provide FF with a schedule of projected  freight  costs on a quarterly
     and annual basis with updated  projections each month. In the event that FF
     determines  that it can provide the shipment of Tomatoes more  economically
     than that currently  being charged by APD, then FF may, upon written notice
     to APD, take over such shipment.

6.   Packaging

     Unless  otherwise  specified  in  writing,  FF shall pack all  tomatoes  in
     fifteen  (15) pound  single  layer boxes for premium  Tomatoes  and class 1
     Tomatoes  and twenty  (20)  pound  boxes for class 2  Tomatoes.  "Premium",
     "class  1" and  "class 2"  Tomatoes  shall be as  defined  in  Appendix  A.
     Packaging for cello wrapped tomatoes,  if requested by either party,  shall
     be subject to the mutual agreement of both parties.

     In accordance with Appendix A, the VF trademark will be on all boxes packed
     by FF and all premium individual tomatoes will be labeled with a sticker. A
     FF stamp will be on bottom of box indicating origin of produce.

     The VF trademark is a nationally  registered trademark owned by APD and APD
     shall allow FF to use such  trademark  for the sale of its Tomatoes  during
     the term of this Agreement.

7.   Services Fee

     The fee charged to FF by APD to perform the services referred to in Section
     1 is as follows:

     $* [Information omitted and subject to request for confidential  treatment]
     per  shipped  box plus *  [Information  omitted  and subject to request for
     confidential  treatment]  of the sales price of the  Tomatoes  delivered to
     APD.

     APD will bill FF for  services  twice per month  with  payment  due  within
     thirty (30) days,  provided that APD has made the payments  required  under
     Section 3.

8.   Agreement Commencement

     A.   This  Agreement  shall  commence  January 23, 1995 and continue  until
          December 31, 2000, unless earlier terminated as specified herein.

     B.   This Agreement may be terminated on thirty (30) days written notice by
          either  party  if the  other  party  breaches  any  material,  term or
          condition  of this  Agreement


                                      -3-
<PAGE>

          and fails to begin to cure the breach  within  thirty  (30) days after
          the delivery of the written  notice of the breach.  In addition,  this
          Agreement  may be terminated by either party without cause on December
          31 of any year,  with written notice given ninety (90) days prior.  FF
          agrees  not to sell  product to VF  customers  for a period of one (1)
          year from the termination date. There is no restriction for FF selling
          produce to a broker who may distribute to a VF customer.

9.   Force Majeure

     Each party  shall be excused  for the  failure to perform  its  obligations
     (other than payment  obligations)  hereunder if such failure results from a
     force majeure;  provided,  however,  that a force majeure will not excuse a
     party from its  obligation  to make a payment  under this  Agreement.  Each
     party shall seek  diligently  and in good faith to perform its  obligations
     notwithstanding  a force majeure and to overcome a force majeure as soon as
     practicable.

     A "force  majeure" means any event or condition that has, or may reasonably
     be expected to have, a material  adverse effect on the ability of FF or APD
     to perform any of their  obligations  under this  Agreement or for delay in
     such performance or compliance,  in each case if such event or condition is
     beyond the reasonable  control,  and not the result of willful or negligent
     actions, of the nonperforming party or its agents or subcontractors relying
     thereon as  justification  for not  performing  any obligation or complying
     with any condition required of such party hereunder.

10.  Assignment

     FF  may  assign  its  rights  and  obligations  under  the  Agreement  to a
     subsidiary  established for the purposes of this Agreement.  APD may assign
     its rights under this Agreement to any subsidiary affiliate or successor in
     interest to its  business.  No  assignment  shall be  effective  or relieve
     either party of its obligations or liabilities  hereunder  unless consented
     to in writing by the other party,  such consent  shall not be  unreasonably
     withheld.

11.  Entire Agreement

     This Agreement  represents the entire agreement of the parties and may only
     be modified or amended in writing,  signed by both parties.  This Agreement
     shall be deemed to have been made in the State of New  Jersey  and shall be
     governed by and construed in  accordance  with the laws of the State of New
     Jersey.

12.  Binding Effect

     This Agreement shall remain in full force and effect upon FF and APD and as
     permitted herein upon their respective successors or assignees.

13.  Notice

     All notices  required or permitted  hereunder shall be in writing and shall
     be deemed to be duly given and effective on delivery if hand delivered,  or
     three  business  days after


                                      -4-
<PAGE>

     mailing if mailed.  Postage prepared by U.S.  Certified Mail Return Receipt
     Requested to the party  intended at the address  stated below or such other
     addresses may be directed by notice duly given.

                        Agro Power Development
                        P.O. Box 250
                        Milltown, New Jersey 08850

                        Fosterfarms, Inc.
                        Marion Heights Road
                        P.O. Box 282
                        Marion Heights, Pennsylvania 17832

14.  Miscellaneous

     (a)  Each party  represents  and warrants to the other that this  Agreement
          has been  duly  authorized  and,  when  executed  will be a valid  and
          binding  obligation  of such  party  and  neither  the  execution  nor
          delivery of this Agreement nor the  consummation  of the  transactions
          contemplated  herein shall  violate or  constitute a material  default
          under any  agreement or instrument to which either party is a party or
          by which it is bound.

     (b)  On the  effective  date of this  Agreement  and  throughout  the  term
          hereof, FF will not be a party to any oral written contract, agreement
          or  arrangement  with any other  person or company  which  provides or
          arranges for the sale or distribution of tomatoes as set forth in this
          Agreement,  except  for the  sale of  rejected  Tomatoes  pursuant  to
          Section 4.

     (c)  FF agrees to keep APD and VF  informed  of all  pertinent  competitive
          situations that may affect the sale of the Tomatoes as contemplated by
          this Agreement.

     (d)  In no  event,  whether  as a  result  of  indemnity,  tort  (including
          negligence),  statute, strict liability,  contract or otherwise, shall
          either  party or any  affiliate  be liable  to the other  party or any
          affiliate  for any  special,  indirect,  incidental  or  consequential
          damages (for example, the loss of anticipated revenues, extra expenses
          or loss of profit)  sustained by any party in connection with or which
          results from any wrongful act performed or omitted in connection  with
          this Agreement.

15.  Indemnity

     (a)  FF shall: (i) protect and indemnify APD and its affiliates,  officers,
          agents and employees  (collectively,  the "APD  Indemnified  Parties")
          against  all  actions,  liabilities  and  claims  (including,  without
          limitation,  reasonable  attorneys'  fees)  and  (ii)  defend  the APD
          Indemnified  Parties in any suit for personal  injury to, or death of,
          any person or persons, or loss or damage to property, in each case, to
          the extent caused (A) by breach of this Agreement by FF, or (B) by the
          willful  misconduct or negligent acts or omissions of FF or any of its
          officers,  agents or employees,  in connection  with or as a result of
          this Agreement or the performance


                                      -5-
<PAGE>

          of its obligations  hereunder,  unless in each case the injury, death,
          loss,  damage or cost was the  result  of the  willful  misconduct  or
          negligent  acts or  omissions  of one or  more  of the FF  Indemnified
          Parties.

     (b)  APD shall: (i) protect and indemnify FF and its affiliates,  officers,
          agents and  employees  (collectively,  the "FF  Indemnified  Parties")
          against  all  actions,  liabilities  and losses,  (including,  without
          limitation, reasonable attorneys' fees) and (ii) defend FF Indemnified
          Parties in any suit for personal injury to, or death of, any person or
          persons,  or loss or damage to property,  in each case,  to the extent
          caused by (A)  breach of this  Agreement  by APD,  or (B) the  willful
          misconduct  or  negligent  acts  or  omissions  of  APD  or any of its
          officers,  agents or employees,  in connection  with or as a result of
          this Agreement or the performance of its obligations hereunder, unless
          in each case the injury, death, loss, damage or cost was the result of
          the willful  misconduct or negligent  acts or omissions of one or more
          of the FF Indemnified Parties.

16.  Insurance

     (a)  FF and APD shall each continuously maintain the insurance described in
          Appendix B to this  Agreement  provided such insurance is available on
          commercially  reasonable terms and conditions ("Required  Insurance").
          If at any time  any of the  Required  Insurance  shall  no  longer  be
          available,  FF or APD shall procure  substitute  insurance that is the
          most  equivalent  to the required  coverage.  The cost of all Required
          Insurance shall be paid by the party carrying such Required Insurance.

     (b)  Each party shall  deliver to the other  certificates  of insurance for
          Required  Insurance on the Effective  Date and  thereafter any updated
          certificates  evidencing  policy  amendments and policy  renewals and,
          upon  the  reasonable  request  of the  other  party,  any  additional
          information relating to Required Insurance.  Each policy shall require
          the  insurer  to provide  thirty  (30) days  prior  written  notice of
          termination or  cancellation  or of any material change in coverage or
          deductibles under such policy,  and ten (10) days prior written notice
          of termination for nonpayment of premium.

     (c)  All Required  Insurance  shall be with insurance  companies  which are
          authorized  to do business in the  Commonwealth  of  Pennsylvania  and
          shall be with insurance companies rated at least "A-XII" by Best's Key
          Rating or its equivalent by another  national  rating  organization or
          other  comparable  insurance  companies  reasonably  acceptable to the
          parties.

17.  Confidential Information

     The rights and  obligations of the parties set forth in this Agreement with
     respect to  Confidential  Information  are subject to applicable  law. Each
     party shall withhold  disclosure of (i)  Confidential  Information and (ii)
     the terms and conditions of this


                                      -6-
<PAGE>

     Agreement  unless (x) it would be  unlawful  to do so, or (y)  unless  such
     disclosure is authorized by the other party.

     "Confidential  Information" means proprietary  information of a party given
     to the other party in connection with this Agreement that is (1) not in the
     public domain,  (2) in tangible form, (3) identified as confidential by the
     word "confidential"  conspicuously  marked on the top of each page thereof,
     and (4)  annotated to  reference  the  provisions  of  applicable  law that
     authorize nondisclosure of such material and information to the public.

     IN WITNESS WHEREOF,  the parties have entered into this Agreement as of the
1st day of January 1995.




WITNESS:                               Fosterfarms, Inc.



______________________________         By: __________________________________



WITNESS:                               Agro Power Development



______________________________         By: __________________________________



                                      -7-
<PAGE>


                                   APPENDIX A

                             Conformity of Tomatoes

     The tomatoes will be graded into three (3) quality grades; Premium, Class 1
and Class 2.  Premium and Class 1 tomatoes  will be packed in fifteen (15) pound
boxes, complete with inserts. Insert size will be 22, 28, 35, 39 and 45 count.

     Sizes  smaller  than 45 will be packed  in twenty  (20)  pound  boxes.  All
inserts are to be completed filled. The number of inserts has to correspond with
the number of tomatoes in a box.

     Per grade,  the size of the tomatoes  must be uniform.  The  difference  in
fruit weight per grade shall not exceed 25%.

     Fifteen (15) pound boxes shall not weigh less than 15.1 pounds. Twenty (20)
pound boxes shall not weigh less than 20.1 pounds (weight loss will occur during
shipping).

     All tomatoes shall be cooled to a temperature between 50 and 55 degrees.

     All tomatoes shall be of a clear appearance.

     Color requirements vary with seasonal  marketing  requirements and customer
preference, but shall be uniform per box and per pallet.

PREMIUM TOMATOES:   -    Perfect size and appearance.

                    -    No more than two (2) tomatoes with dry puncture holes.

                    -    No more than two (2) tomatoes with less than 2% surface
                         area that is scarred.

                    -    Tomatoes have to fit inserts. Boat shares and too large
                         sized fruit are not allowed.

                    -    No blossom endrot, russetting, oozing cuts, boat shares
                         or other misshapen fruit.

CLASS ONE:          -    Tomatoes  with shoulder russetting,  dry puncture holes
                         and any scaring.

                    -    No blossom endrot,  wet cuts or puncture holes. No dull
                         tomatoes.

CLASS TWO:          -    Dime sized blossom, endrot or smalls.

                    -    Boat shaped or misshapen.

                    -    No larger  than  dime  blossom  endrot.  No wet cuts or
                         puncture holes.

Pallets shall be stacked with 95 boxes or as otherwise specified.

     Boxes shall have  sufficient  strength for stacking  nineteen (19) high and
allow for cross  ventilation.  Premium tomato boxes shall bear the Village Farms
logo.



                                      -8-
<PAGE>

                                   APPENDIX B

1.   (a) Workers'  Compensation  (statutory  limits)  including  (b)  Employer's
     Liability with limits of $1,000,000 per accident and $1,000,000 per disease
     $1,000,000 policy limit.

2.   Commercial    General    Liability    with   limits   of   $1,000,000   per
     occurrence/aggregate  combined  single  limit.  Policy to be  written on an
     occurrence form with the following coverage features:  premises/operations,
     products  liability/independent  contractors or contractors  protective and
     contractual liability.

3.   Commercial  Automobile Liability with limits of $1,000,000 per accident for
     bodily injury and property damage including  coverage for owned,  non-owned
     and hired vehicles, contractual liability and loading/unloading hazards.

4.   Excess of  Umbrella  Liability  to follow  form and apply in excess of 1(b)
     (Employer's Liability), 2 and 3 above, in the amount of $2,000,000.

5.   Each party will waive the  subrogation  rights of its  insurers in favor of
     the other party and provide a certificate  of insurance  within thirty (30)
     days notice of cancellation and/or material change.




                                      -9-