Exhibit 10.95



                                                                  EXECUTION COPY

           FIRST AMENDMENT TO GUARANTOR SECURITY AND PLEDGE AGREEMENT
                          [Regarding EcoScience Merger]





     This First  Amendment to  Guarantor  Security  and Pledge  Agreement  (this
"Amendment") is entered into on September ___, 1998 by and between:

Agro Power Development, Inc., a New York corporation with an address at 10 Alvin
Court, East Brunswick, New Jersey 08816 ("Guarantor"); and

CoBank,  ACB, sole member of the Lender Group and Secured  Party,  as defined in
the Security Agreement.

                                 R E C I T A L S



     A. Guarantor entered into a certain Guarantor Security and Pledge Agreement
dated June 24, 1997 (as amended to date the "Security  Agreement") in connection
with  certain   financing   provided  by  the  Lender  Group  to  Village  Farms
International Finance Association; and,

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

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

                                   AGREEMENTS

     NOW,  THEREFORE,  for value  received,  and  intending to be legally  bound
herein,  CoBank, ACB, in its capacity as Secured Party and sole Syndicated Party
consents and agrees with the Guarantor as follows:

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

     2. Preamble.  Upon and after the consummation of the Merger, the reference,
in the preamble of the Security Agreement,  to "Agro Power Development,  Inc., a
New York  corporation"  shall be amended and  restated in its  entirety to read,
"Agro Power Development, Inc., a Delaware corporation."



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     3.  Section  6.1   Organization;   Good  Standing,   etc.  Upon  and  after
consummation  of the Merger,  the reference to "New York",  shall be amended and
restated to read "Delaware".

     4.  Exhibit  6.6  Location  of  Guarantor  and  Collateral.  The  following
reference is hereby deleted and replaced as follows:

         "1181 Sardis Road North
         Suite 207
         Charlotte, North Carolina 28270"

         Replaced with:

         "9912 Monroe Road
         Suite 202
         Matthews, North Carolina 28105"


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



                                Agro Power Development, Inc.



                                By: ______________________________
                                 J. Kevin Cobb, Sr. VP & CFO



                                CoBank, ACB, as sole member of the
                                Lender Group and, in its capacity as Agent,
                                the Secured Party



                                By:_______________________________
                                Name:
                                Title: