EXHIBIT 10.94

                           Amendment To LOAN DOCUMENTS

Parties:

         "CoBank":         CoBank, ACB
                           245 North Waco Street
                           Wichita, Kansas 67201-2940

         "Borrower":       Village Farms International Finance Association
                           10 Alvin Court
                           East Brunswick, New Jersey 08816

         "Guarantor":      Agro Power Development, Inc.
                           10 Alvin Court
                           East Brunswick, New Jersey 08816

Effective Date:            September 29, 1998

Recitals:

     A.  CoBank,  acting in its  capacity  as Agent (in such  capacity  "Line of
Credit  Agent") and as a  Syndication  Party,  and  Borrower  entered  into that
certain Credit Agreement (Line of Credit Facility) dated as of June 24, 1997 (as
amended from time to time, the "LOC Credit Agreement").

     B. CoBank,  acting in its capacity as Agent (in such capacity "Term Agent")
and as a  Syndication  Party,  and Borrower  entered  into that  certain  Credit
Agreement (Term Loan Funding) dated as of June 24, 1997 (as amended from time to
time, the "Term Credit Agreement").

     C.  Borrower's  obligations  under the LOC Credit  Agreement are secured by
liens on certain of  Borrower's  assets  pursuant to that certain Line of Credit
Security  Agreement by and between  Borrower  and CoBank,  as the Line of Credit
Agent for the Line of Credit Lenders (as such term is defined therein) and dated
as of June 24, 1997 ("LOC Security Agreement").

     D. Borrower's  obligations  under the Term Credit  Agreement are secured by
liens on  certain  of  Borrower's  assets  pursuant  to that  certain  Term Loan
Security Agreement by and between Borrower and CoBank, as the Term Agent for the
Term  Lenders  (as such term is defined  therein)  and dated as of June 24, 1997
("Term Security Agreement").

     E. Guarantor executed its Guaranty of Agro Power Development, Inc. dated as
of June  24,  1997  (as  amended  from  time to time,  the  "Guaranty")  whereby
Guarantor  guaranteed  payment of certain  obligations  of Borrower,  including,
without  limitation,  all


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Agreement and other Loan Documents.  Guarantor's  obligations under the Guaranty
are  secured by liens on  certain of  Guarantor's  assets  pursuant  to (a) that
certain Guarantor Security and Pledge Agreement by and between Guarantor and the
Construction  Agent, the Term Agent, and the Line of Credit Agent (as such terms
are  defined  therein)  and  dated  as of June  24,  1997  ("Guarantor  Security
Agreement"),  and (b) that certain Trademark Collateral  Assignment and Security
Agreement by and between  Guarantor and the Construction  Agent, the Term Agent,
and the Line of Credit Agent (as such terms are defined therein) and dated as of
June 24, 1997 ("Guarantor Trademark Security Agreement")

     F. The Construction  Lenders, the Term Lenders, the Line of Credit Lenders,
the Construction Agent, the Term Agent, the Line of Credit Agent (as all of such
terms are defined therein) and Borrower entered into that certain  Intercreditor
Agreement dated as of June 24, 1997 ("Intercreditor Agreement").

     G. Borrower and Guarantor have requested Agent and the Syndication  Parties
under the LOC Credit  Agreement to increase the loan amount  available under the
LOC Credit Agreement to the principal amount of $13,319,175.00,  which Agent and
the Syndication  Parties are willing to do under certain  conditions,  including
the terms and conditions as set forth in that certain  document  entitled Second
Amendment to Credit Agreement (Line of Credit Facility) ("Second Amendment").

     H. The  amendment  as set forth in the  Second  Amendment  affects  certain
provisions  of the LOC Security  Agreement,  the Term  Security  Agreement,  the
Guarantor  Security  Agreement,  and the Guarantor  Trademark Security Agreement
(collectively  the  "Security  Agreements"),  as  well as the  Guaranty  and the
Intercreditor  Agreement,  and the  parties  desire to address  such  provisions
herein.

Agreement:

     Now, therefore,  for good and valuable consideration,  the receipt of which
is hereby  acknowledged,  including the mutual covenants  contained herein,  the
parties hereto hereby agree as follows:

     1. Amendments to Security  Agreements.  The Security Agreements are amended
as of the Effective Date as follows:

     1.1  The  reference  in  Recital  A  of  the  LOC  Security   Agreement  to
"$10,000,000.00" is hereby changed to be a reference to "$13,319,175.00".

     1.2  The  reference  in  Recital  A  of  the  Term  Security  Agreement  to
"$50,000,000.00" is hereby changed to be a reference to "$46,680,825.00".

     1.3 The  reference  in Recital C of the  Guarantor  Security  Agreement  to
"$10,000,000.00" is hereby changed to be a reference to "$13,319,175.00".

     1.4  The  reference  in  Recital  C of  the  Guarantor  Trademark  Security
Agreement  to   "$10,000,000.00"   is  hereby  changed  to  be  a  reference  to
"$13,319,175.00".


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     2. Amendments to Guaranty and Intercreditor Agreement. The Guaranty and the
Intercreditor Agreement are amended as of the Effective Date as follows:

     2.1 The  reference  in Recital B of the  Guaranty  to  "$50,000,000.00"  is
hereby changed to be a reference to "$46,680,825.00".

     2.2 The  reference  in Recital C of the  Guaranty  to  "$10,000,000.00"  is
hereby changed to be a reference to "$13,319,175.00".

     2.3  The  reference  in  Recital  B  of  the  Intercreditor   Agreement  to
"$50,000,000.00" is hereby changed to be a reference to "$46,680,825.00".

     2.4  The  reference  in  Recital  C  of  the  Intercreditor   Agreement  to
"$10,000,000.00" is hereby changed to be a reference to "$13,319,175.00".

     3. Conditions to  Effectiveness  of this Amendment to Loan  Documents.  The
effectiveness  of this Amendment to Loan Documents  ("Amendment")  is subject to
satisfaction,  in Agent's sole discretion,  of each of the following  conditions
precedent:

     3.1 Amendment Documents.  Agent shall have received the following documents
and such further  assignments,  documents or financing  statements  as Agent may
reasonably request, all fully executed and in form and substance satisfactory to
Agent:

          (a) Amended and Restated Promissory Note (Line of Credit Facility).

          (b) Second Amendment to Credit Agreement (Term Loan Funding).

          (c) Second Amendment to Credit Agreement (Line of Credit Facility).

     3.2 Fees and Expenses.  Borrower shall have paid Agent, by wire transfer of
immediately available federal funds all fees and expenses,  including attorneys'
fees,  incurred by Agent in connection  with the  preparation,  negotiation  and
execution of the documents  described or referred to in Section 3.1 hereof, this
Amendment,  and  related  documents,  and the  filing or  recording  of any such
documents.

     3.3 No Event of Default.  No Event of Default or  Potential  Default  shall
have occurred and be continuing under the LOC Credit Agreement,  the Term Credit
Agreement, or the Guaranty.

     4. General Provisions.

     4.1 The Guaranty, the Intercreditor Agreement, and the Security Agreements,
except as expressly modified herein, shall continue in full force and effect and
be binding upon the parties thereto.


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<PAGE>

     4.2 This  Amendment  shall be  binding  upon and  inure to the  benefit  of
Borrower,  Agents, and the Syndication Parties, and their respective  successors
and assigns.

     4.3 The invalidity or  unenforceability  of any provision of this Amendment
shall not affect  the  remaining  portions  of this  Amendment;  in case of such
invalidity or  unenforceability,  this  Amendment  shall be construed as if such
invalid or unenforceable provisions had not been included therein.

     4.4 To the extent not  governed  by federal  law,  this  Amendment  and the
rights and  obligations  of the parties  hereto and thereto shall be governed by
and  interpreted in accordance  with the internal laws of the State of Colorado,
without giving effect to any otherwise  applicable rules concerning conflicts of
law.

     4.5 The captions or headings in this Amendment are for convenience only and
in no way define, limit or describe the scope or intent of any provision of this
Amendment.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed as of the Effective Date set forth above.


                                     COBANK:

                                     CoBank, ACB, as Line of Credit Agent, Term
                                     Agent, and Construction Agent


                                     By: __________________________
                                     Name:  Greg Somerhalder
                                     Title: Vice President


                                     COBANK:

                                     CoBank, ACB, as sole Syndication Party
                                     under the Term Credit Agreement


                                     By: __________________________
                                     Name:  Greg Somerhalder
                                     Title: Vice President


                                     COBANK:

                                     CoBank, ACB, as sole Syndication Party
                                     under the LOC Credit Agreement




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<PAGE>


                                     By: __________________________
                                     Name:  Greg Somerhalder
                                     Title: Vice President

                                     BORROWER:

                                     Village Farms International Finance
                                     Association


                                     By: ___________________________
                                     Name: _________________________
                                     Title: ________________________



                       AGREEMENT AND CONSENT OF GUARANTOR

     Guarantor hereby consents and agrees to the foregoing Amendment.


                                     GUARANTOR:
                                     Agro Power Development, Inc.


                                     By: ___________________________
                                     Name: _________________________
                                     Title: ________________________




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