Exhibit 10.73


                                                                 Execution Draft




                          MARKETING AND SALES AGREEMENT

                                     BETWEEN

                              VILLAGE FARMS, L.L.C.

                                       AND

                          VILLAGE FARMS OF MARFA, L.P.



                                  JUNE 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 .....................   4
                  Section 2.04.     Marketing Plan .........................   4
                  Section 2.05.     Performance Standards ..................   4

ARTICLE III
         MARKETING and SALES ...............................................   4
                  Section 3.01.     Marketing ..............................   4
                  Section 3.02.     Village Farms Trademark ................   5
                  Section 3.03.     Quality Control ........................   5
                  Section 3.04.     Promotion ..............................   6
                  Section 3.05.     Sales Price ............................   6
                  Section 3.06.     Billing and Collections ................   6
                  Section 3.07.     Packaging, Shipping
                                    and Delivery ...........................   6
                  Section 3.08.     Obligations of owner ...................   6
                  Section 3.09.     Greenhouse Products ....................   7
                  Section 3.10      No Obstruction .........................   7

ARTICLE IV
         COMPENSATION AND PAYMENT ..........................................   7
                  Section 4.01.     Basic Compensation .....................   7
                  Section 4.02.     Debt Service Coverage
                                    Ratio Test .............................   7
                  Section 4.03.     Bonuses ................................   8
                  Section 4.04.     Payment of Bonuses .....................   9

ARTICLE V
         REPRESENTATIONS AND WARRANTIES ....................................   9
                  Section 5.01.     Representations and
                                    Warranties of the Marketing
                                    Agent ..................................   9

ARTICLE VI
         COVENANTS OF THE MARKETING AGENTS .................................  10
                  Section 6.01.     Books, Records and Reports. ............  10


<PAGE>


                  Section 6.02.     Employment Practices ...................  10
                  Section 6.03.     Nondisclosure ..........................  10
                  Section 6.04.     Compliance With
                                    Governmental Rules .....................  10
                  Section 6.05.     Section 8 and
                                    Section 15 Declarations ................  11
                  Section 6.06.     Section 9 Renewal ......................  11

ARTICLE VII
         GENERAL LIABILITY .................................................  11
                  Section 7.01.     Indemnification ........................  11

ARTICLE VIII
         DEFAULTS AND REMEDIES .............................................  11
                  Section 8.01.     Defaults ...............................  11
                  Section 8.02.     Damages for Termination Without
                                            Cause ..........................  12

ARTICLE IX
         TERM ..............................................................  13
                  Section 9.01.  Term ......................................  13

ARTICLE X
         MISCELLANEOUS .....................................................  13
                  Section 10.01.    Notices ................................  13
                  Section 10.02.    Severability ...........................  14
                  Section 10.03.    Amendment ..............................  14
                  Section 10.04.    Assignment .............................  14
                  Section 10.05.    Relationship of the
                                    Parties ................................  14
                  Section 10.06.    Headings; Etc. .........................  14
                  Section 10.07.    Governing Law ..........................  14
                  Section 10.08.    Parties in Interest;
                                    Limitation and Rights
                                    of Others ..............................  14
                  Section 10.09.    Arbitration ............................  15


<PAGE>


                          MARKETING AND SALES AGREEMENT

     Village Farms of Marfa, L.P. (the "Owner") intends to construct and operate
an approximate 41 acre greenhouse in Presidio County,  Texas (the "Greenhouse").
The Greenhouse  will be manufactured  and  constructed by Dalsem  Kasenbouw B.V.
(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 as of June ___
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.


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     "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 September 1, 1997 or the
date of Phase I Substantial  Completion under the Commercial  Greenhouse  Design
and Construction  Contract,  dated March 31, 1997 by and between  Contractor and
General Contractor,  as same may be amended,  modified or supplemented from time
to time.

     "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.


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     "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 at the Southern
Quadrant of Marfa Municipal Airport, Marfa, Presidio County, Texas.

     "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 (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.


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                                   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
September 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 reasonably  request.  In addition,
within thirty (30) days after

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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


                                      -5-
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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 Texas,  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 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 labeled 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.


                                      -6-
<PAGE>


     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.

     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


                                      -7-
<PAGE>


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  THOUSAND  DOLLARS  ($200,000.00)  per
Contract  Year  (the   "Compensation")  in  twelve  equal  monthly  installments
beginning  on the lst 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


                                      -8-
<PAGE>


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  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


                                      -9-
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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 Agreement of Limited  Partnership of
the Owner dated as of May 1, 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 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


                                      -10-
<PAGE>


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


                                      -11-
<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.


                                      -12-
<PAGE>


     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) 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


                                      -13-
<PAGE>


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 non-defaulting 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  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.


                                      -14-
<PAGE>


     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:


                                      -15-
<PAGE>


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

                                    and

                           Village Farms of Marfa, L.P.
                           c/o Cogentrix of Marfa, 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.


                                      -16-
<PAGE>


     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.

     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


                                      -17-
<PAGE>


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.



                                      -18-
<PAGE>



     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 MARFA, L.P.


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

                              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 Marfa,  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

                                      -19-