EXHIBIT 10.60

                       AGREEMENT REGARDING FUTURE PROJECTS


     THIS  AGREEMENT is made and effective as of February 6, 1996 by and between
COGENTRIX ENERGY,  INC., a North Carolina  corporation  ("Cogentrix"),  and AGRO
POWER DEVELOPMENT, INC. a New York corporation ("Agro Power").

     Agro Power is in the business of, among other  things,  developing,  owning
and operating greenhouse projects. Agro Power and its Affiliates (as hereinafter
defined) own all of the interests of, and are the sole member of,  Village Farms
of Delaware,  L.L.C. ("VF Delaware") and Village Farms,  L.L.C.  ("VF"), both of
which are limited  liability  companies  organized  under  Delaware  law. At the
request of Agro Power,  contemporaneous  with the execution and delivery of this
Agreement, wholly-owned subsidiaries of Cogentrix have entered into an Agreement
of Limited  Partnership  with VF Delaware and VF and contributed all of the cash
equity investment to the limited  partnership  created thereby to fund, in part,
the  development  and  operation  of a venlo  style  greenhouse  located  in the
vicinity of Fort Davis, Texas for the purpose of producing and selling beefsteak
tomatoes (the "Fort Davis Project"). In order to induce Cogentrix to permit such
subsidiaries  to execute such  Agreement of Limited  Partnership  and contribute
such  funds to the  Fort  Davis  Project,  Agro  Power  has  agreed  to grant to
Cogentrix  a right  of first  option  on all  Future  Projects  (as  hereinafter
defined) on the terms set forth  herein.  Without the agreement of Agro Power to
grant  to  Cogentrix  this  option,   Cogentrix   would  not  have  allowed  its
subsidiaries  to enter into the  Agreement  of Limited  Partnership  or make the
related contributions to the Fort Davis Project.

     Accordingly,  in  consideration  of the premises,  the mutual covenants and
conditions  set forth  herein and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  Cogentrix and Agro
Power hereby agree as follows:

     1. As used in this Agreement,  the following terms shall have the following
meanings (such definitions to be equally applicable to both the singular and the
plural forms of the terms defined):

          (a)  "Affiliate"  of any designated  Person,  means 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 fifty percent (50%) 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  fifty  percent  (50%) 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.
     Notwithstanding  the foregoing,  (i) neither  Cogentrix



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     nor Agro Power, nor any of their affiliates or subsidiaries shall be deemed
     to be Affiliates of one another solely as a result of the  participation in
     the  Fort  Davis  Project  or  any  Future  Project,  and  (ii)  EcoScience
     Corporation, Inc. shall not be deemed to be an Affiliate of Agro Power.

          (b) "Business Day" means a day other than a Saturday,  a Sunday or any
     other day on which  commercial  banks in North  Carolina  or New Jersey are
     authorized or required by law or executive order to be closed.

          (c)  "Cash  Equity  Investment"  means an Equity  Investment  acquired
     solely for cash or cash equivalents.

          (d) "Future  Project" means the  development,  acquisition,  owning or
     agreement  to  operate  by  Agro  Power  or any of its  Affiliates,  of any
     greenhouse  facility  at which fruit or  vegetables  are grown and which is
     developed,  acquired,  or first  owned or operated  after the date  hereof,
     wherever located,  other than the projects described on Schedule 1 attached
     hereto and incorporated herein by reference.

          (e) "Equity  Investment" means common stock,  preferred stock or other
     shares  of  capital  stock,  interests  in  a  limited  liability  company,
     partnership  interests in a limited or general partnership,  or any similar
     right to  participate  in the  profits or losses of any Person or any other
     security (other than debt that has no conversion features)  including,  but
     not  limited  to,  (i) any  note,  debenture  or other  instrument  that is
     convertible  (at the option of the Person  issuing it or the Person holding
     it) into, or grants the right or option to acquire,  any foregoing and (ii)
     any note,  debenture or other  instrument  that is  subordinated  to senior
     debt.

          (f) "Internal Rate of Return" (whether or not  capitalized)  means the
     return on investment  calculated  in  accordance  with Schedule 2, attached
     hereto and incorporated herein by reference.

          (g) "Non-APD Equity Investment" means an Equity Investment made by any
     Person other than Agro Power or any Affiliate of Agro Power.

          (h) "Person" means an individual,  partnership,  corporation, business
     trust,  joint  stock  company,  trust,  unincorporated  association,  joint
     venture,  governmental  authority  or  agency or other  entity of  whatever
     nature.

     2. (a) Agro Power hereby  grants,  itself and on behalf of and as agent for
its Affiliates,  to Cogentrix an option to acquire not less than (i) one hundred
percent (100%) of the Non-APD Equity  Investment in all Future Projects and (ii)
at least fifty  percent (50%) of the Equity  Investment  in all Future  Projects
whether  or not Agro  Power or its  Affiliates  otherwise  desires or intends to
permit Non-APD Equity Investment in a Future Project. If Cogentrix exercises its
option under this Agreement,  it must exercise the option with respect to all of
the Non-APD Equity Investment offered to it by Agro Power.



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<PAGE>

          (b) Any Equity  Investment in any Future  Project (other than a Future
     Project  that is  solely  the  purchase  of an  existing  greenhouse  or an
     agreement to manage such a  greenhouse)  offered or available to be made by
     Cogentrix  hereunder  shall  be  for a Cash  Equity  Investment  and  shall
     provide, and Agro Power shall (and shall cause its Affiliates to) structure
     each such Cash Equity Investment to provide,  Cogentrix with a preferential
     return on each such Cash Equity  Investment  that is no less favorable than
     the following:

          First,  Cogentrix  and any other  holder of a Cash  Equity  Investment
     (including Agro Power, if applicable) in such Future Project (collectively,
     the "Cash  Equity  Investors")  will  receive  (sharing on a pro rata basis
     based on their  relative  Cash  Equity  Investment  in the Future  Project)
     ninety percent (90%) of all cash  distributions to equity holders from such
     Future Project until such time as such Cash Equity  Investors have received
     cash  distributions  from such Future  Project that provide the Cash Equity
     Investors  with  a   [information   omitted  and  subject  to  request  for
     confidential  treatment]%  Internal  Rate of  Return on their  Cash  Equity
     Investment in such Future Project.

          Thereafter,  the Cash Equity  Investors will receive (sharing on a pro
     rata basis based on their  relative  Cash Equity  Investment  in the Future
     Project)   sixty-five  and  seven  tenths  percent   (65.7%)  of  all  cash
     distributions to equity holders from such Future Project until such time as
     such Cash Equity  Investors  have  received  cash  distributions  from such
     Future Project that provide the Cash Equity  Investors with, in the case of
     the first Future  Project  offered to Cogentrix,  [Information  omitted and
     subject to request for Confidential  Treatment]  Internal Rate of Return on
     their Cash Equity  Investment in such Future  Project,  and, in the case of
     the second Future Project offered to Cogentrix,  a [information omitted and
     subject to request for confidential  treatment]% Internal Rate of Return on
     their Cash Equity  Investment  in such Future  Project and, with respect to
     all other Future  Projects,  a [information  omitted and subject to request
     for confidential  treatment]%  Internal Rate of Return on their Cash Equity
     Investment in such Future Project.

          Thereafter,  such Cash Equity  Investors  in such Future  Project will
     receive  fifty percent (50%) of all cash  distributions  to equity  holders
     from such Future Project.

          For these purposes, Internal Rate of Return will be calculated at each
     calendar  quarter end and shall be calculated on an after-tax  basis (which
     shall  mean  after  deducting  Cogentrix's  share of the  notional  project
     Federal and state income tax (assuming for tax purposes that any investment
     is made in a stand-alone tax-paying entity)).

     3. Agro Power shall provide  Cogentrix  with a written  description of each
Future  Project  in which  Cogentrix  may invest  hereunder  and of the terms of
Cogentrix's  proposed  Equity  Investment  which  shall  include a  summary  (in
reasonable  detail) of the material  terms of such Future  Project and the bases
and assumptions used in creating related  forecasts.  At reasonable times and on
reasonable  notice,  Agro Power shall permit  Cogentrix and its  representatives
access to the project site, responsible personnel,  records,  contracts and such
other  information  as Cogentrix may  reasonably  request to confirm the summary
provided to it by Agro Power and to otherwise inspect and investigate the Future
Project in order to allow  Cogentrix to make an informed  decision of whether to
exercise its option hereunder with respect to such Future Project.  Furthermore,
Agro



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Power shall provide Cogentrix and its representatives  with reasonable access to
all third parties whose services or products are material to the Future Project.

     Cogentrix shall have forty-five (45) days after its receipt of such written
description to complete its  investigation of the Future Project and notify Agro
Power of its desire to make a Cash Equity  Investment in the Future Project.  If
Cogentrix  gives  notice to Agro Power  that it desires to pursue a Cash  Equity
Investment in the Future  Project  within such period,  then  Cogentrix and Agro
Power and their respective  Affiliates shall negotiate in good faith towards the
execution of definitive  agreements related to such Cash Equity  Investment,  it
being  understood  that at any time prior to the  execution  of such  definitive
agreements,  for any reason,  Cogentrix may notify Agro Power of its decision to
terminate  discussions  with respect to such Future  Project and any such notice
must be in writing and state the reason for its decision.

     4. If Cogentrix  does not exercise its right under Section 2 hereof to make
a Cash Equity  Investment in a Future  Project within the time allowed for it to
exercise  such right under Section 3 hereof,  then Agro Power or such  Affiliate
may offer the Equity  Investment  in such Future  Project to another  Person but
only on terms no more  favorable to such Person than those offered to Cogentrix.
Agro Power  shall not,  and shall not permit any of its  Affiliates  to,  permit
Non-APD  Equity  Investments  to be made in any  Future  Project  on  terms  and
conditions  more favorable  than the terms and  conditions  offered to Cogentrix
hereunder.

     5. Cogentrix  shall have the option  provided in this  Agreement  until the
earlier of:

          (a) Such time as Cogentrix  and its  Affiliates  have made Cash Equity
     Investments  in an  initial  aggregate  amount  of $20  million  in  Future
     Projects, or

          (b) if Cogentrix  declines to acquire the interest being offered to it
     in any Future Project offered by Agro Power or one of its Affiliates  under
     Section  2 hereof  (which  is a Future  Project  of the type  described  in
     Section 2(b)) which provides at least the Internal Rate of Return described
     in  Section   2(b)   [Information   omitted  and  subject  to  request  for
     Confidential  Treatment] on  Cogentrix's  proposed  Cash Equity  Investment
     (using  reasonable  assumptions and forecasts) by the end of the fifth year
     of operations  and thereafter a Person (other than Agro Power or one of its
     Affiliates) makes such Equity Investment in such Future Project on the same
     or less favorable terms and conditions as were offered to Cogentrix.

     6.  Nothing  in  this  Agreement  shall  require  Cogentrix  or  any of its
Affiliates  to  participate  in  any  Future  Projects  or  acquire  any  Equity
Investments.  Cogentrix  and any of its  Affiliates  may  decline at any time an
offer to make an Equity  Investment  in a Future  Project  for any or no reason,
without any  liability  or  obligation  to Agro Power or any of its  Affiliates,
whether arising under contract, tort or any other legal theory,  including,  but
not limited to, liability for lost profits or other  consequential,  incidental,
special,  exemplary or indirect damages that may be incurred or suffered by Agro
Power (even if Cogentrix has been advised of the possibility of such damages).

     7. Except as contemplated  by this Agreement,  if Cogentrix makes or agrees
to make a Cash Equity  Investment in any fruit or vegetable  greenhouse  project
(other than a greenhouse project which involves a cogeneration or power facility
developed  by a third party in which


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<PAGE>

Cogentrix has made an Equity  Investment)  which competes with any then existing
greenhouse  project  owned,  operated  or  managed  by Agro  Power or one of its
Affiliates, then the option granted to Cogentrix hereunder shall expire.

     8.  Any  provision  of this  Agreement  which  is  invalid,  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the  extent  of such  invalidity,  prohibition  or  unenforceability  without
invalidating  the  remaining   provisions   hereof,  and  any  such  invalidity,
prohibition or unenforceability in any such jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     9. Neither this Agreement nor any rights or obligations hereunder, in whole
or in part, shall be assigned or otherwise  transferred  without  Cogentrix's or
Agro Power's prior written consent.  Cogentrix may exercise its option hereunder
with respect to any or all Future  Projects itself or through one or more of its
now existing or hereafter formed or acquired Affiliates.

     10. Any notice  required  or  permitted  under this  Agreement  shall be in
writing and shall be deemed to have been duly given  and/or  delivered  (a) when
personally delivered, (b) when sent by telefax, (c) the second day following the
day on which the same has been delivered  prepaid to a national  courier service
(in the case of notices within the  continental  United States) or the third day
following  the day on which  the same has  been  delivered  to an  international
courier  service  (in the  case  of  notices  to be  delivered  across  national
boundaries) or (d) in the case of notices  within the United  States,  three (3)
days after the deposit in the mail,  registered  or  certified,  return  receipt
requested and postage prepaid,  in each case addressed to the party to whom such
notice  is to be  given at the  following  address(es),  or at the  most  recent
address(es)  specified  by written  notice  given to the other party in the same
manner provided in this section;  provided,  however,  that notice of an address
change shall not be effective until actually received:

         Cogentrix:           Cogentrix Energy, Inc.
                              9405 Arrowpoint Boulevard
                              Charlotte, North Carolina  28273-8110
                              Attention: General Counsel
                              Telefax: (704) 529-1006

         Agro Power:          Agro Power Development, Inc.
                              10 Alvin Court
                              East Brunswick, New Jersey  08816
                              Attention: President
                              Telefax: (908) 254-1710

     11.  Cogentrix and Agro Power shall keep (and shall cause their  respective
Affiliates  to  keep)  this  Agreement  and its  terms  confidential  except  in
connection with the enforcement of their rights hereunder and except as required
by law.

     12. This  Agreement  shall be governed by and construed in accordance  with
the internal laws of the State of North Carolina, other than its rules regarding
choice of law.



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     13. Each party hereto shall be deemed to be an independent  contractor with
respect to the performance of its obligations and duties  hereunder.  Nothing in
this Agreement or the  arrangement  for which it is written shall  constitute or
create a joint  venture,  partnership,  agency or any other similar  arrangement
between the  parties.  No party  hereto  shall have the  authority  to assume or
create  obligations on behalf of the other party, and no party hereto shall take
any action  which has the effect of creating the  appearance  of its having such
authority.

     14. No failure of either party to enforce any provision hereof or to resort
to any remedy or to exercise any one or more alternate  remedies and no delay in
enforcing,  resorting to or exercising  any remedy shall  constitute a waiver by
that party of its right  subsequently to enforce the same or any other provision
hereof or to resort to any one or more of such  rights or remedies on account of
any such ground then existing or which may subsequently occur.

     15. This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same agreement.

     16.  Each  party  shall  bear its own  expenses  in  connection  with  this
Agreement and the rights and obligations  granted and imposed  hereunder  except
that, in connection  with the  enforcement  of this  Agreement in an arbitral or
court proceeding, the prevailing party shall be entitled to reimbursement of its
reasonable   attorney  fees  and  expenses  incurred  in  connection  with  such
enforcement.

     17. This Agreement contains the final,  complete and exclusive statement of
the agreement between the parties with respect to the transactions  contemplated
herein and all prior written agreements and all prior and  contemporaneous  oral
agreements  with respect to the subject  matter hereof are merged  herein.  This
Agreement  may not be amended,  supplemented  or modified (or any right or power
granted hereunder  waived) except by a written  instrument signed by the parties
hereto (or, in the case of a waiver,  signed by the party to be bound  thereby).
This  Agreement  shall inure to the  benefit of and be binding  upon the parties
hereto and their respective successors and permitted assignees.

     IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Agreement in
duplicate originals as of the date first above written.

COGENTRIX ENERGY, INC.                  AGRO POWER DEVELOPMENT, INC.


By:____________________________         By:____________________________
Name:__________________________         Name:__________________________
Title:_________________________         Title:_________________________




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                                   SCHEDULE 1
                                       TO
                       AGREEMENT REGARDING FUTURE PROJECTS


1.   The following types of greenhouse  project  developments  are  specifically
     excluded  from the  option  granted by Agro  Power to  Cogentrix  under the
     Agreement Regarding Future Projects.

     A.   Any   greenhouse   project   developed  by  a  third  party  in  which
          participation  by Agro Power or its  Affiliates  is solely as a lessee
          under a lease  agreement or a management  operator  under a management
          agreement,  neither of which  involves  an Equity  Investment  by Agro
          Power or any of its Affiliates.

     B.   Any   greenhouse   project   developed  by  a  third  party  in  which
          participation by Agro Power or its Affiliates is solely as a marketing
          agent  under a  marketing  agreement  and  which  involves  no  Equity
          Investment by Agro Power or any of its Affiliates.

     C.   Any  operating  greenhouse  project  acquired  by  Agro  Power  or its
          Affiliates which involves no Equity Investment by Agro Power or any of
          its Affiliates.

     D.   Any  greenhouse  project  identified  and  developed  by a third party
          developer in which Agro Power has been invited to  participate in such
          development  effort with no Equity  Investment by Agro Power or any of
          its Affiliates,  and in which the greenhouse development was initiated
          by such third party developer.

2.   Agro Power is currently  working on the  following  third party  greenhouse
     developments which are excluded:

                    Developer                           Location
                    ---------                           --------

     1.   AAS Services, Inc. & Sagamore Corp.           Pennsylvania
     2.   Bently Simonson, Inc.                         California
     3.   ATDM Corp.                                    New York
     4.   Independent Energy Investors                  Colorado
     5.   R.D. Environmental                            Oregon
     6.   Gahagan & Associates                          Maine

3.   The  following  greenhouse  projects  and  marketing  agreements  which are
     currently being developed  internationally  with the following  partners in
     the following locations are excluded:

                   Partner                              Location
                   -------                              --------

     1.   Village Farms of Morocco                      Casablanca, Morocco
     2.   International APD (IAPD)                      United Kingdom
     3.   Gas Prom                                      Russia




<PAGE>

                                   SCHEDULE 2
                                       TO
                       AGREEMENT REGARDING FUTURE PROJECTS

                     Calculation of Internal Rate of Return

Internal Rate of Return Calculation

The  calculation of the Internal Rate of Return in connection  with  determining
the First Priority Return and Second Priority Return will be based upon the cash
inflows and cash  outflows for  Cogentrix GP and Cogentrix LP. The Internal Rate
of Return shall be computed utilizing  Microsoft Excel software version 5.0. The
Internal Rate of Return shall be computed utilizing the @XIRR function in Excel.
For purposes of  calculating  the Internal Rate of Return,  the cash inflows and
cash  outflows to Cogentrix  GP and  Cogentrix  LP shall  consist  solely of the
following:

     Partner Contributions

     All  contributions  made by Cogentrix GP and Cogentrix LP will be reflected
     as a cash  inflow  as of the date such  contribution  was  received  by the
     Partnership.  Cogentrix GP and  Cogentrix LP will be credited for a partner
     contribution at any time such Partner funds cash into the  Partnership.  In
     addition,  to the extent  Cogentrix  Energy,  Inc. or any of its Affiliates
     funds cash directly into the  Partnership  or pays amounts to other persons
     to  fulfill  obligations  under  the  Partnership  Agreement  or any of the
     Project  Documents  or  Project  Loan  Documents  or  incurs  costs or fees
     associated  with  securing  an  obligation  to make a  contribution  to the
     Partnership,  then such funding into the Partnership or such other payments
     and/or  such  costs  or fees  will be  deemed  a  capital  contribution  by
     Cogentrix  GP and  Cogentrix  LP as of the day on  which  such  funding  or
     payment is made or such costs or fees are incurred.

     Distributions to Partners

     All  cash  distributions  will  be  reflected  as a cash  outflow  on a net
     After-Tax basis (based on allocations of the  Partnership's  taxable income
     (loss)  in  accordance   with  Section  4.1)  as  of  the  date  such  cash
     distribution  was received by the Partner.  In addition,  any  construction
     profits received by Cogentrix  Energy,  Inc. in excess of $400,000 shall be
     considered a distribution to Cogentrix GP and Cogentrix LP (in an aggregate
     amount equal to such  excess) for  purposes of the Internal  Rate of Return
     calculation.

The Internal Rate of Return  calculation  shall be performed by Agro Power as of
the end of each calendar  quarter and is subject to the approval of Cogentrix GP
and Cogentrix LP.

All  capitalized  terms used in this Schedule  1.1(a) and not otherwise  defined
herein shall have the meaning set forth in the Agreement of Limited  Partnership
dated February 6, 1996 by and among  Cogentrix of Fort Davis I, Inc.,  Cogentrix
of Fort Davis II, Inc.,  Village Farms of Delaware,  L.L.C.  and Village  Farms,
L.L.C.