EXHIBIT 10.88

                                CREDIT AGREEMENT

                               (TERM LOAN FUNDING)


                                 BY AND BETWEEN


                                  COBANK, ACB,

                      AS AGENT AND AS A SYNDICATION PARTY,


                                       AND


                 VILLAGE FARMS INTERNATIONAL FINANCE ASSOCIATION


                            DATED AS OF JUNE 24, 1997



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                                CREDIT AGREEMENT

                               (TERM LOAN FUNDING)

Village Farms International Finance Association
Loan No. T-2490

     THIS AGREEMENT ("Term Credit Agreement") is entered into as of the 24th day
of June 1997, by and between  COBANK,  ACB  ("CoBank")  for its own benefit as a
lender (in that capacity  sometimes  referred to as "CoBank") and, as Agent Bank
for the benefit of the present and future Syndication  Parties (in that capacity
"Agent"),  and  VILLAGE  FARMS  INTERNATIONAL  FINANCE  ASSOCIATION,  a Delaware
corporation,  whose address is 1811 Sardis Road North, Suite 207, Charlotte,  NC
28270 ("Borrower").

ARTICLE 1. DEFINED TERMS

     As used in this Term Credit  Agreement,  the following terms shall have the
meanings set forth below (and such meaning  shall be equally  applicable to both
the singular and plural form of the terms defined, as the context may require):

     1.1 Activation: shall have the meaning set forth in Subsection 11.2.1.

     1.2 Activation  Commitment:  shall have the meaning set forth in Subsection
11.3.1.

     1.3  Activation  Request:  shall have the meaning  set forth in  Subsection
11.3.1.

     1.4 Additional Costs: shall have the meaning set forth in Section 17.12.

     1.5  Administrative  Agent  Fee:  shall  have  the  meaning  set  forth  in
Subsection 5.3.2.

     1.6 Advance: a disbursement of a portion of the Loan Proceeds.

     1.7 Advance Date: a day (which shall be a Business Day) on which an Advance
of Loan Proceeds is made.

     1.8 Advance Payment: shall have the meaning set forth in Subsection 16.2.

     1.9 Advance Request:  shall have the meaning set forth in Subsection 11.4.2
and shall include a Village Farms Advance  Request  unless the context  requires
otherwise.

     1.10 Aggregate Commitment: $50,000,000.00.

     1.11 APD: Agro Power Development, Inc.



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     1.12  Authorized  Officer:  shall have the meaning set forth in  Subsection
11.1.5.

     1.13 Availability Period: shall have the meaning set forth in Section 4.1.

     1.14  Bank  Debt:  all  amounts  owing  under the  Note,  fees,  Borrower's
obligations  to  purchase  CoBank  Equity  Interests,  Funding  Losses  and  all
interest,  expenses,  charges and other amounts payable by Borrower  pursuant to
the Loan Documents.

     1.15 Base Rate:  a rate of interest  per annum equal to the "prime rate" as
published from time to time in the Eastern Edition of the Wall Street Journal as
the average  prime  lending rate for  seventy-five  percent  (75%) of the United
States'  thirty (30) largest  commercial  banks,  or if the Wall Street  Journal
shall cease publication or cease publishing the "prime rate" on a regular basis,
such other regularly  published average prime rate applicable to such commercial
banks as is acceptable to Agent in its sole discretion,  with such rate modified
by adding the Base Rate Margin and subtracting the Equity Margin.

     1.16 Base Rate  Factor:  shall  have the  meaning  set forth in  Subsection
5.1.7.

     1.17 Base Rate Loans: shall have the meaning set forth in Section 5.1.1.

     1.18 Base Rate  Margin:  shall  have the  meaning  set forth in  Subsection
5.1.6.

     1.19 Base Rate  Numerator:  shall have the meaning set forth in  Subsection
5.1.6.

     1.20 BDGCFR: shall have the meaning set forth in Subsection 5.1.4.

     1.21  Borrower  Benefit  Plan:  shall have the meaning set forth in Section
10.12.

     1.22 Borrower Debt: the sum of the principal balance owed by Borrower under
the Construction Facility and this Term Credit Agreement.

     1.23 Borrower  Pension  Plan: a Borrower  Benefit Plan that is an "employee
pension  benefit  plan" as defined in Section  3(2) of ERISA that is intended to
satisfy the requirements of Section 401(a) of the Code.

     1.24  Business  Day:  any day (a) other than a Saturday or Sunday and other
than a day which is a Federal  legal holiday or a legal holiday for banks in the
States of Colorado, New York, or North Carolina and (b) if such day relates to a
borrowing  of, a  payment  or  prepayment  of  principal  of or  interest  on, a
continuation  of or  conversion  into,  or a Fixed Rate Period for, a Fixed Rate
Loan,  or a notice by  Borrower  with  respect to any such  borrowing,  payment,
prepayment, continuation, conversion, or Fixed Rate

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Period,  on which dealings in U.S. Dollar deposits are carried out in the London
interbank market.

     1.25  Calculation  Date:  shall have the  meaning  set forth in  Subsection
5.1.7.

     1.26  Cash  Flow:  for any  measurement  period,  (a) cash  received  by an
Underlying Term Loan Borrower  (other than APD) from its  operations,  including
cash received from the sale of vegetable  produce,  any other cash received from
operations,  and investment  income received;  (b) less the Underlying Term Loan
Borrower's (i) operating and general administrative expenses (but excluding debt
service  payments on the Underlying  Term Loan) and the management and marketing
fees  paid to the  extent  they are  subordinated  in the  Underlying  Term Loan
Agreement,  (ii)  property,  real  estate,  sales and excise  taxes paid,  (iii)
necessary capital expenditures made, and (iv) Federal and state income taxes.

     1.27 Change in Law: shall have the meaning set forth in Subsection 5.2.2.

     1.28 Closing Date:  that date on which Agent,  Borrower and Guarantor  have
executed all Loan  Documents  and on which the  conditions  set forth in Section
11.1 of this Term Credit Agreement have been met.

     1.29 CoBank Equity Interests: shall have the meaning set forth in Article 8
hereof.

     1.30 Code: shall have the meaning set forth in Section 10.12.

     1.31 Collateral: shall have the meaning set forth in Section 9.1.

     1.32  Commitment  Request:  shall have the meaning set forth in  Subsection
11.2.1.

     1.33 Compliance  Certificate:  a certificate of the chief financial officer
of Borrower acceptable to Agent and in the form attached hereto as Exhibit 1.33.

     1.34 Construction  Facility: the credit facility made available to Borrower
pursuant to the Credit Agreement (Construction Loan Funding).

     1.35  Construction  Lenders:  the  Syndication  Parties  under  the  Credit
Agreement (Construction Loan Funding).

     1.36 Construction Loan Payout:. shall have the meaning set forth in Section
3.1.

     1.37  Construction  Loan  Purchase:.  shall have the  meaning  set forth in
Section 3.1.


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     1.38 Contributing  Syndication Parties: shall have the meaning set forth in
Section 16.4.

     1.39 Credit Agreement (Construction Loan Funding):  means that agreement so
titled  dated June 24,  1997,  by and  between  CoBank for its own  benefit as a
lender and as agent bank for the benefit of the  present and future  syndication
parties as named or defined  therein,  and  Borrower,  wherein the lenders  have
agreed to lend to Borrower a specified  sum of money for the purpose of enabling
Borrower to make  construction  loans to eligible  third  parties to use for the
purposes therein specified.

     1.40 Credit  Agreement (Line of Credit  Facility):  means that agreement so
titled  dated June 24,  1997,  by and  between  CoBank for its own  benefit as a
lender and as agent bank for the benefit of the  present and future  syndication
parties as named or defined  therein,  and  Borrower,  wherein the lenders  have
agreed to make  available  to Borrower a line of credit  facility in a specified
sum for the  purpose  of  enabling  Borrower  to make  line of  credit  loans to
eligible third parties to use for the purposes therein specified.

     1.41 Default Interest Rate: a rate of interest equal to 400 basis points in
excess of the rate or rates of interest otherwise being charged on any Base Rate
Loan, Quoted Rate Loan, or Fixed Rate Loan.

     1.42  Delinquency  Interest:  shall have the  meaning  set forth in Section
16.4.

     1.43 Delinquent Amount: shall have the meaning set forth in Section 16.4.

     1.44  Delinquent  Syndication  Party:  shall have the  meaning set forth in
Section 16.4.

     1.45 DSCR: The ratio for any Underlying Term Loan Borrower, calculated over
the  preceding  four  Quarters,  of: (a) Cash Flow;  (b)  divided by  principal,
interest,  and fees payable during the same period on the  Underlying  Term Loan
made to such Underlying Term Loan Borrower.

     1.46 DSCR Report: shall have the meaning set forth in Subsection 5.1.7.

     1.47 DSCR Report  Deadline:  shall have the meaning set forth in Subsection
5.1.7.

     1.48  Environmental   Laws:  the  Comprehensive   Environmental   Response,
Compensation  and  Liability  Act  of  1980  as  amended,  42  U.S.C.  9601-9657
("CERCLA")  and the Resource  Conservation  and Recovery Act of 1976,  42 U.S.C.
6901-6987 ("RCRA").

     1.49 Environmental  Regulations:  as defined in the definition of Hazardous
Substances.



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     1.50 Equity: as determined in accordance with GAAP, plus Minority Interests
(as defined in accordance with GAAP).

     1.51 Equity Margin: shall have the meaning set forth in Subsection 5.1.4.

     1.52 Equity Margin  Report:  shall have the meaning set forth in Subsection
5.1.4.

     1.53 Equity  Margin  Report  Deadline:  shall have the meaning set forth in
Subsection 5.1.4.

     1.54 Equity to NFI:  the ratio,  with  respect to APD, of its Equity to its
Net Fixed Investments.

     1.55 ERISA: shall have the meaning set forth in Section 10.12.

     1.56 Event of Default: shall have the meaning set forth in Section 15.1.

     1.57 Fair Market Value:  a valuation as  determined in a written  appraisal
from an MAI certified appraiser.

     1.58 Fixed Rate Loan: shall have the meaning set forth in Subsection 5.1.2.

     1.59 Fixed Rate Period:  the period of time,  commencing  on a Business Day
and continuing to the numerically corresponding day in the first, second, third,
or sixth  calendar  month  thereafter,  or, with the consent of all  Syndication
Parties,  twelfth month, as designated by Borrower in accordance with Subsection
5.1.2,  hereof;  provided,  however (a) if a Fixed Rate Period  commences on the
last  business  Day of a  calendar  month  or on any day for  which  there is no
numerically corresponding day in the appropriate subsequent calendar month, such
Fixed Rate Period shall end on the last Business Day of the appropriate calendar
month;  (b) if a Fixed  Rate  Period  would end on a day which is not a Business
Day, such Fixed Rate Period shall be extended to the next  Business Day,  unless
such  Business  Day would fall in the next  calendar  month,  in which case such
Fixed Rate Period shall end on the immediately  preceding  Business Day; and (c)
no Fixed Rate Period may extend beyond the Maturity Date.

     1.60 Fixed Rate  Request:  shall have the meaning  set forth in  Subsection
5.1.2.

     1.61 Funding Losses: shall have the meaning set forth in Subsection 7.1.3.

     1.62 GAAP: generally accepted accounting principles in the United States of
America, applied consistently, as in effect from time to time.

     1.63  Greenhouse  Facility:  a  facility  for  the  planting,  growing  and
harvesting of vegetables and/or fruits owned by an Underlying  Construction Loan
Borrower or an Underlying Term Loan Borrower.



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     1.64 Guarantor: APD.

     1.65  Guarantor  Cash Flow:  cash  received by APD during the most recently
completed  four  Quarters on account of its equity  interests in the  Underlying
Borrowers or from other investments permitted by the Loan Documents.

     1.66 Guarantor Collateral: shall have the meaning set forth in Section 9.2.

     1.67 Guarantor Security Documents: the security agreement, pledge agreement
and/or other security  documents executed by Guarantor in favor of Agent and the
present and future Syndication Parties to secure Guarantor's  performance of its
obligations under the Guaranty with a first lien on all of Guarantor's assets.

     1.68 Guaranty:  the guaranty, in form and substance  satisfactory to Agent,
to be executed by Guarantor  in favor of Agent,  as in effect on the date hereof
and as hereafter amended.

     1.69  Hazardous  Substances:  dangerous,  toxic  or  hazardous  pollutants,
contaminants,  chemicals,  wastes,  materials  or  substances,  as defined in or
governed by the provisions of any Environmental Laws or any other federal, state
or local law, statute, code, ordinance, regulation, requirement or rule relating
thereto  ("Environmental  Regulations"),  and also including urea  formaldehyde,
polychlorinated biphenyls, asbestos, asbestos-containing materials, nuclear fuel
or waste,  and petroleum  products,  or any other waste,  material,  substances,
pollutant  or  contaminant  which  would  subject  an owner of  property  to any
damages,   penalties  or   liabilities   under  any   applicable   Environmental
Regulations.

     1.70  Indemnified  Agency  Parties:  shall  have the  meaning  set forth in
Section 16.19.

     1.71 Indemnified Parties: shall have the meaning set forth in Section 14.1.

     1.72 Intercreditor Agreement: that agreement so titled dated June 24, 1997,
by and  between  CoBank  for its own  benefit  as a lender  and as agent for the
benefit  of the  present  and  future  syndication  parties  as named or defined
therein, Borrower, and Guarantor.

     1.73 Leasehold  Assignment & Consent: the Leasehold Assignment and Consent,
in form and substance satisfactory to Agent.

     1.74 LIBO Rate:  the rate for  deposits in U.S.  dollars,  with  maturities
comparable  to the  selected  Fixed Rate  Period  that  appears  on the  display
designated  as Page  "3750" of the  Telerate  Service (or such other Page as may
replace the 3750 Page of that  service or, if the Telerate  Service  shall cease
displaying  such rates, as published by such other service or services as may be
nominated  by the British  Bankers'  Association  for the purpose of  displaying
London Interbank Offered Rates for U.S. Dollar deposits),



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determined as of 1:00 p.m.  (Eastern  Standard  Time) two Business Days prior to
the  commencement  of  such  Fixed  Rate  Period,  reserve  adjusted  basis  for
Regulation D, with such rate modified by adding the LIBO/Quoted  Rate Margin and
subtracting the Equity Margin.

     1.75  LIBO/Quoted  Rate  Factor:  shall  have  the  meaning  set  forth  in
Subsection 5.1.7.

     1.76  LIBO/Quoted  Rate  Margin:  shall  have  the  meaning  set  forth  in
Subsection 5.1.5.

     1.77 LIBO Rate  Numerator:  shall have the meaning set forth in  Subsection
5.1.5.

     1.78 Licensing Laws: shall have the meaning set forth in Section 10.5.

     1.79 Line of Credit  Facility:  means the credit facility made available to
Borrower pursuant to the Credit Agreement (Line of Credit Facility).

     1.80 Loan: shall have the meaning set forth in Section 2.1.

     1.81 Loan Advance Amount: shall have the meaning set forth in Section 16.3.

     1.82 Loan Documents:  this Term Credit  Agreement,  the Notes, the Security
Documents,  the Guaranty, the Guarantor Security Documents,  and other documents
required  to grant to Agent,  for the  benefit  of the  Syndication  Parties,  a
perfected security interest in the Collateral and in the Guarantor Collateral.

     1.83 Loan Proceeds: shall have the meaning set forth in Section 3.1.

     1.84 Majority Lenders: shall have the meaning set forth in Section 16.8.

     1.85 Material  Adverse Effect:  means: (a) a material adverse effect on the
financial condition, results of operation, business or property of Borrower; (b)
a material  adverse effect on the ability of Borrower to perform its obligations
under this Term Credit Agreement and the other Loan Documents; or (c) a material
adverse  effect  upon the  ability of Agent to enforce  its rights and  remedies
under the Loan Documents.

     1.86  Material  Agreements:  shall  have the  meaning  set forth in Section
10.10.

     1.87 Maturity Date: July 31, 2010.

     1.88 Maximum Syndication Amount:

          For CoBank- $ 50,000,000.00

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     1.89 Net Fixed  Investments:  Total  Assets less  Current  Assets,  as such
amounts are determined in accordance with GAAP.

     1.90 Note or Notes: the promissory  notes executed by Borrower  pursuant to
Section 6.1 hereof, and all amendments,  renewals,  substitutions and extensions
thereof.

     1.91  Notice of Loan  Advance:  shall have the meaning set froth in Section
16.3.

     1.92 Organization Documents: in the case of a corporation,  its articles or
certificate  of  incorporation  and bylaws;  in the case of a  partnership,  its
partnership agreement and certificate of limited partnership,  if applicable; in
the case of a limited  liability  company,  its articles of organization and its
operating agreement.

     1.93 Payment Account: shall have the meaning set forth in Section 16.10.

     1.94  Payment  Distribution:  shall have the  meaning  set forth in Section
16.10.

     1.95  Permitted  Encumbrance:  shall have the  meaning set forth in Section
10.3.

     1.96  Person:  any  individual,  corporation,  limited  liability  company,
association, partnership, trust, organization,  government, governmental agency,
or other entity.

     1.97 Potential Default: any event, other than an event described in Section
15.1(a) hereof, which with the giving of notice or lapse of time, or both, would
become an Event of Default.

     1.98 Preliminary Commitment: shall have the meaning set forth in Subsection
11.2.1.

     1.99 Quarter: the quarters of the calendar year commencing as of January 1,
April 1, July 1 and October 1.

     1.100  Quoted  Rate:  the rate of  interest  equal to the Quoted Rate Index
modified  by adding  the  LIBO/Quoted  Rate  Margin and  subtracting  the Equity
Margin.

     1.101 Quoted Rate Index:  the fixed rate of interest  determined and quoted
by Agent in its sole and absolute  discretion  (but upon the approval of all the
Syndication Parties) from time to time at the request of Borrower, which may not
necessarily  be the lowest rate at which any of the  Syndication  Parties  loans
funds at that time.

     1.102  Quoted Rate Loan:  shall have the  meaning  set forth in  Subsection
5.1.3.



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     1.103 Quoted Rate Period: the period of time,  commencing on a Business Day
and  continuing  for any  period of a minimum of five days to not later than the
Maturity Date, as designated by Borrower in accordance  with  Subsection  5.1.3,
hereof and as agreed to by Agent; provided,  however, that no Quoted Rate Period
may end on a day which is not a Business Day.

     1.104 Quoted Rate  Request:  shall have the meaning set forth in Subsection
5.1.3.

     1.105 Request for Preliminary Term Loan Commitment:  shall have the meaning
set forth in Subsection 11.2.1.

     1.106 Request for Term Loan Activation: shall have the meaning set forth in
Subsection 11.3.1.

     1.107 Request for Underlying Term Loan  Activation:  shall have the meaning
set forth in Subsection 11.2.1.

     1.108 Required License: shall have the meaning set forth in Section 10.11.

     1.109 Regular Payments: shall have the meaning set forth in Section 6.2.

     1.110 Regulatory Change: shall have the meaning set forth in Section 17.12.

     1.111 Security  Documents:  the security  agreements,  mortgages,  deeds of
trust,  financing  statements,  pledge  agreements,   leasehold  assignment  and
consents,  assignments  and/or other security  documents executed by Borrower in
favor of Agent, for the benefit of the Syndication Parties, to secure Borrower's
performance of its  obligations  under the Notes and other Loan Documents with a
first lien on all assets, real and personal,  of Borrower, in form and substance
acceptable to Agent.

     1.112 Successor Agent:  such Person as may be appointed as successor to the
rights  and duties of Agent as  provided  in  Section  16.8 of this Term  Credit
Agreement.

     1.113  Super  Majority:  shall  have the  meaning  set forth in  Subsection
11.3.2.

     1.114  Syndication  Interest:  shall have the  meaning set forth in Section
16.1.

     1.115 Syndication Parties: shall mean:

          CoBank in its role as such, but not in its role as Agent hereunder.

          Syndication Party #1:________________

          Syndication Party #2:________________



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and such  Persons as shall from time to time execute a  Syndication  Acquisition
Agreement  substantially  in the form of Exhibit 16.26 hereto  signifying  their
election  to  purchase  all or a  portion  of the  Syndication  Interest  of any
Syndication  Party,  in accordance  with Section  16.26 hereof,  and to become a
Syndication Party hereunder.

     1.116  Syndication  Party Advance Date: shall have the meaning set forth in
Section 16.3.

     1.117 Syndication Share: shall mean:

          For CoBank - 100%

subject to adjustment (a) as provided in Section 16.4 hereof;  and (b) for sales
or transfers of Syndication  Interests by any  Syndication  Party as provided in
Section 16.26 hereof.

     1.118 Title  Commitments:  shall have the  meaning set forth in  Subsection
11.1.2.

     1.119  Title  Insurers:  shall  have the  meaning  set forth in  Subsection
11.1.2.

     1.120  Title  Policies:  shall  have the  meaning  set forth in  Subsection
11.1.2.

     1.121 Transfer: shall have the meaning set forth in Section 16.26.

     1.122 12-Month DSCR: shall have the meaning set forth in Subsection 5.1.7.

     1.123 Underlying  Borrowers:  collectively,  Underlying Term Loan Borrowers
and Underlying Construction Loan Borrowers.

     1.124 Underlying  Construction  Lenders:  means the Syndication Parties (as
defined in the Credit  Agreement  (Construction  Loan Funding)) who have made an
Underlying Construction Loan.

     1.125 Underlying  Construction Loan: means an Underlying  Construction Loan
as defined in the Credit Agreement (Construction Loan Funding).

     1.126  Underlying  Construction  Loan Borrowers:  means each Person to whom
Borrower has, at any time, made available an Underlying Construction Loan, which
is then outstanding.

     1.127  Underlying  Construction  Loan  Documents:  all  of  the  documents,
including,  without  limitation,  the loan agreement,  promissory  note(s),  and
security documents, executed in connection with an Underlying Construction Loan.



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     1.128 Underlying  Construction  Note: means the promissory note executed by
an Underlying  Construction Loan Borrower payable to the Underlying Construction
Lenders in connection with an Underlying Construction Loan.

     1.129  Underlying  Liens:  shall have the meaning  set forth in  Subsection
12.2.12.

     1.130   Underlying  Term  Loan:  (a)  a  loan  made  hereunder  to  fund  a
Construction  Loan  Payout,  (b)  an  Underlying   Construction  Loan  upon  its
acquisition by Borrower with the proceeds of an Advance  hereunder,  and (c) the
Village Farms Term Loan upon its acquisition by Borrower with the proceeds of an
Advance hereunder.

     1.131 Underlying Term Loan Borrower:  the borrower under an Underlying Term
Loan, including an Underlying Construction Loan Borrower upon acquisition of its
Underlying  Construction  Loan by  Borrower  with  the  proceeds  of an  Advance
hereunder.

     1.132  Underlying  Term Loan  Documents:  all of the documents,  including,
without  limitation,  the  loan  agreement,  promissory  note(s),  and  security
documents, executed in connection with an Underlying Term Loan.

     1.133 Village Farms: Village Farms of Texas, L.P..

     1.134 Village Farms  Advance  Request:  shall have the meaning set forth in
Subsection 11.5.1.

     1.135 Village Farms Lenders: Farm Credit Bank of Texas and Texas Production
Credit Association.

     1.136 Village Farms Term Loan: The  Construction  Loan (as defined therein)
made to Village Farms pursuant to that Loan  Agreement  dated as of February 14,
1996 by and between  Village Farms, as borrower,  the Village Farms Lenders,  as
lenders, and CoBank, ACB, as Administrative Agent.

     1.137 Village Farms Term Loan Documents:  all of the documents,  including,
without  limitation,  the  loan  agreement,  promissory  note(s),  and  security
documents, executed in connection with an Underlying Term Loan.

     1.138 Wire Instructions: shall have the meaning set forth in Section 16.28.

ARTICLE 2. LOAN AMOUNT

     2.1  Loan.  On the  terms and  conditions  set  forth in this  Term  Credit
Agreement, the Syndication Parties agree, each as to their Syndication Share and
to the extent of their Maximum Syndication Amount, to make a loan to Borrower in
an amount up to the Aggregate Commitment (the "Loan").


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ARTICLE 3. PURPOSES

     3.1  Purpose.  The  proceeds of the Loan ("Loan  Proceeds")  may be used by
Borrower only:  (a) to fund a portion (to be determined on a case-by-case  basis
in Agent's sole  discretion) of the costs of Borrower's  purchase of one or more
Underlying   Construction  Loans  from  the  Underlying   Construction   Lenders
("Construction  Loan Purchase") (upon the closing of any such purchase each such
Underlying Construction Loan being referred to herein as an Underlying Term Loan
and the borrower thereunder as an Underlying Term Loan Borrower);  (b) to fund a
loan to an  Underlying  Construction  Loan  Borrower to enable  such  Underlying
Construction  Loan  Borrower  to  payoff  a  portion  (to  be  determined  on  a
case-by-case  basis in Agent's sole  discretion) of its Underlying  Construction
Loan from the Underlying Construction Lenders ("Construction Loan Payout") (upon
the funding of any such  Construction Loan Payout by the making of an Underlying
Term  Loan  hereunder,  the  Underlying  Construction  Loan  Borrower  under the
Underlying Construction Loan will become an Underlying Term Loan Borrower);  (c)
to fund an  Underlying  Term Loan  Borrower's  purchase  of a fully  constructed
Greenhouse  Facility;  and (d) to fund Borrower's  purchase of the Village Farms
Term Loan, and Borrower agrees to use the Loan Proceeds for those purposes only.

ARTICLE 4. AVAILABILITY

     4.1  Availability.  The Loan Proceeds will be made available to Borrower as
soon as the  applicable  conditions  set forth in  Article  11 hereof  have been
satisfied and until the Maturity Date ("Availability Period").  Unless otherwise
agreed,  the Loan Proceeds will be made available on any Business Day during the
Availability  Period  by  wire  transfer  of  immediately   available  funds  in
accordance  with written wire transfer  instructions to be furnished by Borrower
on a form supplied by Agent.  Amounts borrowed under the Loan and repaid may not
be reborrowed.

ARTICLE 5.  INTEREST AND FEES

     5.1  Interest  Calculation.  Interest  shall  be  calculated  in one of the
following  ways on the actual number of days each Advance is  outstanding on the
basis of a year consisting of 360 days.

     5.1.1 Base Rate Option.  Unless Borrower requests and receives a Fixed Rate
Loan pursuant to  Subsection  5.1.2 or a Quoted Rate Loan pursuant to Subsection
5.1.3, the outstanding  principal balance under the Notes shall bear interest at
the Base Rate ("Base Rate Loans").

     5.1.2  Fixed  Rate  Option.  From time to time,  and so long as no Event of
Default has occurred and is continuing,  at the request of Borrower ("Fixed Rate
Request"),  all or any part of the outstanding principal balance under the Notes
may bear interest at the LIBO Rate ("Fixed Rate Loans").  The Fixed Rate Request
must be made to Agent in writing on any  Business Day and is effective as of the
third


                                       12

<PAGE>

Business  Day after the Fixed Rate  Request is  received if received by Agent no
later than 12 noon  Central  Time or as of the fourth  Business  Day if received
later  than 12 noon  Central  Time.  The Fixed Rate  Request  must  specify  the
principal  amount  that is to bear  interest at the LIBO Rate and the Fixed Rate
Period  selected by Borrower.  Following the expiration of the Fixed Rate Period
for any Fixed Rate Loan,  interest shall  automatically  accrue at the Base Rate
unless  Borrower  requests and receives  another  Fixed Rate Loan as provided in
this Subsection 5.1.2. or a Quoted Rate Loan as provided in Subsection 5.1.3.

     5.1.3  Quoted Rate  Option.  From time to time,  and so long as no Event of
Default has occurred and is continuing, at the request of Borrower ("Quoted Rate
Request"),  all or any part of the outstanding principal balance under the Notes
may bear  interest at the Quoted Rate  ("Quoted  Rate  Loans").  The Quoted Rate
Request must made to Agent in writing on any Business Day and is effective as of
the  Business Day after the Quoted Rate Request is received if received by Agent
no later than 12 noon Central Time or as of the second  Business Day if received
later than 12 noon  Central  Time.  The Quoted  Rate  Request  must  specify the
principal amount that is to bear interest at the Quoted Rate and the Quoted Rate
Period selected by Borrower.  Following the expiration of the Quoted Rate Period
for any Quoted Rate Loan, interest shall  automatically  accrue at the Base Rate
unless  Borrower  requests and receives  another Quoted Rate Loan as provided in
this Subsection 5.1.3 or a Fixed Rate Loan as provided in Subsection 5.1.2.

     5.1.4 Equity  Margin.  The "Equity  Margin"  shall be determined as of each
June 30 and  December  31 as provided  in the table  below  (expressed  in basis
points)  based on:  (a) the ratio of  Equity  to NFI of APD,  on a  consolidated
basis; and (b) the ratio of Borrower Debt to Guarantor Cash Flow ("BDGCFR"),  as
of such date:

                                  Equity to NFI
                                  -------------
                       less than 40              >|=40<50             50 or more
   BDGCFR
   ------
   >|= 8.0                 12.5                   25.0                   50.0
>|= 4.0 <8.0               25.0                   50.0                   62.5
    <4.0                   50.0                   62.5                   75.0

provided  that the Equity  Margin in effect for any period may never  exceed the
Base Rate Margin in effect for that same period.

On or before the last Business Day of each September and March  ("Equity  Margin
Report Deadline"), commencing September of 1997, Borrower shall provide to Agent
a statement,  certified to by Borrower's chief financial officer,  showing:  (a)
the Equity to NFI ratio of APD as of the  preceding  June 30 or December  31, as
applicable,  and  showing  the  amounts  of APD's  Equity  and  APD's  Net Fixed
Investments  as of such date;  and (b) the ratio of Borrower  Debt to  Guarantor
Cash Flow as of the preceding June 30 or December 31, as applicable, and showing
the amounts of Borrower  Debt and



                                       13

<PAGE>

amount of Guarantor  Cash Flow as of such date  ("Equity  Margin  Report").  The
Equity Margin for the six month period  commencing as of the November 1 or May 1
next  succeeding such Equity Margin Report Deadline shall be based on the Equity
to NFI ratio and BDGCFR shown in such Equity Margin Report  (unless,  and except
to the extent, that the contents of the annual or quarterly financial statements
received by Agent from Borrower pursuant to Subsections  12.2.1 or 12.2.2 hereof
or from APD pursuant to the Guaranty produce  different  ratios).  If the Equity
Margin Report is not received by Agent by the Equity Margin Report Deadline, the
Equity Margin for the period commencing on the following November 1 or May 1, as
applicable,  will be  determined  as though  the BDGCFR  upon which such  Equity
Margin is based is equal to 8.0.

     5.1.5 LIBO/Quoted Rate Margin.  The "LIBO/Quoted Rate Margin" (expressed in
terms of basis points) shall at any time be determined by: (a) adding the dollar
amount of the LIBO Rate Numerator for each  Underlying  Term Loan Borrower as of
any Calculation  Date; and (b) dividing the sum thereof by the sum of the dollar
amount of outstanding  principal  balance owing by all such Underlying Term Loan
Borrowers  under  Underlying Term Loans as of such  Calculation  Date. The "LIBO
Rate  Numerator"  for any  Underlying  Term Loan Borrower shall be determined by
multiplying  the  LIBO/Quoted  Rate  Factor by the  dollar  amount of the entire
principal balance owed (without regard to which interest option(s) is applicable
to such balance) by such Underlying Term Loan Borrower under its Underlying Term
Loan as of the Calculation Date.

     5.1.6 Base Rate Margin. The "Base Rate Margin" (expressed in terms of basis
points) shall at any time be determined by: (a) adding the dollar amount of Base
Rate Numerator for each Underlying Term Loan Borrower as of any Calculation Date
and (b) dividing the sum thereof by the sum of the dollar amount of  outstanding
principal  balance  owing by all  such  Underlying  Term  Loan  Borrowers  under
Underlying Term Loans as of such Calculation Date. The "Base Rate Numerator" for
any Underlying  Term Loan Borrower  shall be determined by multiplying  the Base
Rate Factor by the dollar amount of the entire  principal  balance owed (without
regard to which  interest  option(s)  is  applicable  to such  balance)  by such
Underlying  Term  Loan  Borrower  under  its  Underlying  Term  Loan  as of  the
Calculation Date.

     5.1.7  LIBO/Quoted Rate Factor;  Base Rate Factor.  The  "LIBO/Quoted  Rate
Factor" and the "Base Rate Factor" (each expressed in terms of basis points) are
determined  with respect to any Underlying  Term Loan Borrower as provided below
based upon the DSCR of such  Underlying  Term Loan  Borrower  over the preceding
12-month  period  ("12-Month  DSCR") as of each June 30 and  December 31 (each a
"Calculation  Date");  provided that the 12-Month DSCR for each  Underlying Term
Loan  Borrower for the period prior to the  availability  of the first  12-Month
DSCR shall be deemed to be less than 2.0:



                                       14
<PAGE>

                                   LIBO/QUOTED
 12-MONTH DSCR                     RATE FACTOR                 BASE RATE FACTOR
 -------------                     -----------                 ----------------
       >|= 3.5                         200                             0
 < 3.5 >|= 3.0                         250                            25
 < 3.0 >|= 2.5                         300                            50
 < 2.5 >|= 2.0                         325                            75
 < 2.0 >|= 1.5                         350                            100

On or before the last  Business  Day of each August and February  ("DSCR  Report
Deadline"),  commencing  August  of  1998,  Borrower  shall  provide  to Agent a
statement,  certified to by Borrower's chief financial officer,  showing,  as of
the preceding  Calculation  Date: (a) the 12-Month DSCR for each Underlying Term
Loan Borrower;  (b) the Cash Flow for each  Underlying Term Loan Borrower during
the preceding six month period; (c) the amount of principal,  interest, and fees
payable  during the  preceding  six month  period by each  Underlying  Term Loan
Borrower  on its  Underlying  Term Loan;  (d) the LIBO Rate  Numerator  for each
Underlying  Term  Loan  Borrower;  (e) the  LIBO/Quoted  Rate  Factor  for  each
Underlying  Term  Loan  Borrower;  (f)  the  principal  balance  owing  by  each
Underlying  Term Loan Borrower under its Underlying Term Loan; (g) the Base Rate
Numerator for each Underlying  Term Loan Borrower;  (h) the Base Rate Factor for
each Underlying Term Loan Borrower ; and (I) the total principal balance owed by
all  Underlying  Term Loan  Borrowers  on their  Underlying  Term  Loans  ("DSCR
Report"). The LIBO/Quoted Rate Margin and the Base Rate Margin for the six month
period  commencing  as of the  October  1 or April 1 next  succeeding  such DSCR
Report Deadline shall be determined  based on the information  contained in such
DSCR Report (unless,  and except to the extent,  that the contents of the annual
or quarterly  financial  statements  received by Agent from Borrower pursuant to
Subsections 12.2.3 hereof produce different factors).  If the DSCR Report is not
received by Agent by the DSCR Report  Deadline,  the LIBO/Quoted Rate Factor and
the Base Rate Factor for the period  commencing  on the  following  October 1 or
April 1, as applicable,  will be determined as though the 12-Month DSCR is equal
to 1.5.  The  12-Month  DSCR for the  period  prior to June 30,  1998,  shall be
conclusively presumed to be equal to 1.5.

     5.1.8 Default  Interest  Rate.  All Bank Debt shall,  at the sole option of
Agent,  bear interest at the Default Interest Rate from and after the occurrence
and during the  continuance  of an Event of  Default.  Upon the  occurrence  and
during  the  continuance  of an Event of Default or  Potential  Default,  at the
option of Agent, interest shall be payable upon demand by Agent, and in no event
less frequently than monthly.

     5.2 Additional Provisions for Fixed Rate Loans.

     5.2.1  Inapplicability  or Unavailability of LIBO Rate. If (a) Agent at any
time shall  determine that for any reason  adequate and reasonable  means do not
exist for  ascertaining  the LIBO Rate,  or (b) if any  Syndication  Party shall
advise Agent that the LIBO Rate does not  adequately and fairly reflect the cost
to such  Syndication


                                       15

<PAGE>

Party of funding its Syndication  Share of any Fixed Rate Loan, then Agent shall
promptly give notice thereof to Borrower. If such notice is given and until such
notice  has been  withdrawn  by Agent,  then (a) no new  Fixed  Rate Loan may be
requested by Borrower,  and (b) any portion of the outstanding principal balance
hereof  which bears  interest  determined  in relation to the LIBO Rate,  shall,
subsequent to the end of the Interest Period applicable  thereto,  bear interest
at the Base Rate unless and until  Borrower  requests and receives a Quoted Rate
Loan with respect to such amount.

     5.2.2 Change in Law; Fixed Rate Loan Unlawful.  If any law,  treaty,  rule,
regulation or determination  of a court or governmental  authority or any change
therein or in the  interpretation  or  application  thereof  (each, a "Change in
Law") shall make it unlawful for any of the  Syndication  Parties to (a) advance
its  Syndication  Share of any Fixed Rate Loan or (b) maintain  its  Syndication
Share of all or any portion of the Fixed Rate Loans, each such Syndication Party
shall  promptly,  by telephone or facsimile,  notify Agent  thereof,  and of the
reasons  therefor and Agent shall promptly  notify  Borrower  thereof and if the
notice from such Syndication Party is in writing,  Agent shall provide a copy of
such  notice to  Borrower.  In the  former  event,  any  obligation  of any such
Syndication  Party to make available its  Syndication  Share of any future Fixed
Rate Loan shall  immediately  be cancelled,  and in the latter  event,  any such
unlawful  Fixed  Rate  Loans  or  portions  thereof  then  outstanding  shall be
converted,  at the option of such Syndication  Party, to a Base Rate Loan unless
and until Borrower requests and receives a Quoted Rate Loan with respect to such
amount; provided,  however, that if any such Change in Law shall permit the LIBO
Rate to  remain  in  effect  until  the  expiration  of the  Fixed  Rate  Period
applicable to any such unlawful Fixed Rate Loan, then such Fixed Rate Loan shall
continue in effect  until the  expiration  of such Fixed Rate  Period.  Upon the
occurrence  of  any  of the  foregoing  events,  Borrower  shall  pay  to  Agent
immediately  upon demand such amounts as may be necessary to compensate any such
Syndication  Party  for any  fines,  fees,  charges,  penalties  or other  costs
incurred or payable by such Syndication  Party as a result thereof and which are
attributable  to any Fixed Rate Loan made available to Borrower  hereunder,  and
any  reasonable  allocation  made  by  any  such  Syndication  Party  among  its
operations shall be conclusive and binding upon Borrower absent manifest error.

     5.2.3  Increased  Costs.  If  any  Change  in  Law  or  compliance  by  any
Syndication Party with any request or directive (whether or not having the force
of law) from any central bank or other governmental authority shall:

          (a) subject such  Syndication  Party to any tax,  duty or other charge
     with  respect to any Fixed Rate Loan,  or change the basis of  taxation  of
     payments to such  Syndication  Party of  principal,  interest,  fees or any
     other amount  payable  hereunder  (except for changes in the rate of tax on
     the overall net income of such Syndication Party); or

          (b) impose,  modify or hold applicable any reserve,  special  deposit,
     compulsory loan or similar  requirement against assets held by, deposits or
     other



                                       16
<PAGE>

     liabilities  in or for the account  of,  advances or loans by, or any other
     acquisition of funds by any office of any Syndication Party; or

          (c) impose on any Syndication Party any other condition;

and  the  result  of any of the  foregoing  is to  increase  the  cost  to  such
Syndication  Party of making,  renewing or maintaining its Syndication  Share of
any Fixed Rate Loan  hereunder  and/or to reduce any amount  receivable  by such
Syndication Party in connection therewith, then in any such case, Borrower shall
pay to Agent for the account of such  Syndication  Party,  within five  Business
Days  after  receipt  of  written  notice  from  Agent,  such  amounts as may be
necessary to compensate such Syndication Party for any additional costs incurred
by  such  Syndication  Party  and/or  reductions  in  amounts  received  by such
Syndication   Party  which  are  attributable  to  such  Fixed  Rate  Loans.  In
determining  which costs incurred by such Syndication Party and/or reductions in
amounts  received by such  Syndication  Party are  attributable to the LIBO Rate
option made available to Borrower hereunder,  any reasonable  allocation made by
such Syndication Party among its operations shall be conclusive and binding upon
Borrower absent manifest error.

     5.3 Fees. Borrower shall pay or cause to be paid the following fees:

     5.3.1 Facility Fee. A non-refundable  facility fee equal to 50 basis points
multiplied by the principal  amount of each Underlying Term Loan (other than the
Village  Farms  Term  Loan),  payable  to  CoBank  at the time of  closing  each
Underlying Term Loan.

     5.3.2  Administrative  Agent  Fee. A per annum fee  ("Administrative  Agent
Fee") equal to (a) $12,500.00  plus (b) $5,000.00 for each  Underlying Term Loan
Borrower,  but not in  excess  of an  aggregate,  including  the  amount  of the
Administrative Agent Fee payable for the same period under the Construction Loan
Facility,  of  $100,000.00  per annum,  payable to the  Administrative  Agent in
arrears  on June 30 of each  year,  commencing  June 30,  1997,  based  upon the
maximum number of Underlying Term Loan Borrowers which had Underlying Term Loans
outstanding  at any time during the period for which such  Administrative  Agent
Fee is being paid;  provided  that the amount  payable  under  subpart (a) above
shall increase to $25,000.00 at such time as the Administrative  Agent Fee is no
longer payable under the Construction  Loan Facility;  and provided further that
no  Administrative  Agent Fee shall be  payable  under this  Subsection  for any
period  with  respect  to which an  Administrative  Agent Fee was paid under the
Construction  Facility in accordance with the provisions of the Credit Agreement
(Construction Loan Funding).

     5.4 Interest Rate  Protection.  Borrower will execute with CoBank a secured
interest rate hedging  agreement on the Closing Date. Within ninety (90) days of
the  funding  of each  Advance,  Borrower  must  have  entered  into one or more
transactions  to mitigate the  interest  rate risk on at least 50% of the amount
outstanding  under the Loan



                                       17
<PAGE>

for a period  of not less than five  years and at an  interest  rate that is not
greater than 200 basis points above the dollar  weighted  interest  rate on each
Underlying Term Loan when it is closed.

ARTICLE 6. NOTES; PAYMENTS

     6.1 Promissory Notes. Each Syndication Party's Syndication  Interest in the
Loan  shall be  evidenced  by a  promissory  note,  payable to the order of such
Syndication  Party in the face amount equal to such Syndication  Party's Maximum
Syndication  Amount,  in the form attached  hereto as Exhibit 6.1 (each a "Note"
and collectively, such promissory notes shall be referred to as the "Notes").

     6.2 Principal Payments.  Principal shall be payable (a) on the Business Day
after the day received by Borrower in the amount of all payments,  pre-payments,
and other amounts  (including,  without  limitation,  payments by guarantors and
amounts  realized from the Underlying  Collateral)  received by Borrower from an
Underlying Term Loan Borrower or on account of an Underlying Term Loan ("Regular
Payments"),  and (b) in the amount of the  entire  unpaid  balance of  principal
owing under the Loan on or before the Maturity Date.

     6.3 Interest  Payments.  Interest  shall be payable (a) for Base Rate Loans
and Quoted Rate Loans,  the tenth day of each month  commencing on the tenth day
of the month  following the month in which the Closing Date occurs,  and (b) for
Fixed Rate Loans on the last day of the Fixed Rate  Period  therefor  unless the
Fixed Rate Period is longer than three (3) months,  in which case interest shall
also be payable every ninety (90) days,  and, in the case of (a) and (b), on the
Maturity Date.

     6.4  Application  of  Regular  Payments.  Provided  no Event of  Default or
Potential  Default has occurred and is  continuing,  Regular  Payments  shall be
applied in the manner  directed by Borrower in writing,  but if Borrower has not
so directed,  then first to Base Rate Loans, then to Quoted Rate Loans, and then
to Fixed Rate Loans and, if to Fixed Rate Loans or Quoted Rate Loans, so long as
no Event of  Default  or  Potential  Default  has  occurred  and is  continuing,
Borrower  shall have the right to  designate  which  Fixed Rate Loan or Loans or
Quoted Rate Loan or Loans. On the date of making any Regular Payments,  Borrower
shall pay the  Funding  Losses  (determined  in the same  manner as  provided in
Subsection  7.1.3 hereof for  prepayments  as though such Regular  Payment was a
prepayment), if any, resulting from such payment. Upon the occurrence and during
the continuance of an Event of Default or Potential Default, all amounts paid to
Agent shall be applied,  as Agent in its sole  discretion  shall  determine,  to
fees,   the  purchase  of  CoBank  Equity   Interests,   interest  or  principal
indebtedness  under the Notes,  or to any other  Bank  Debt.  The amount of Loan
Proceeds  advanced  and other Bank  Debt,  and all  payments  by or on behalf of
Borrower, of such amounts, shall be entered on the books of the Agent and/or the
Syndication Parties and such entries shall be presumptive evidence of the unpaid
amounts outstanding from time to time under the Notes and other Loan Documents.



                                       18
<PAGE>

     6.5 Manner of Payment. All payments,  including prepayments,  that Borrower
is required or permitted  to make under the terms of this Term Credit  Agreement
shall  be made to  Agent  (a) in  immediately  available  federal  funds,  to be
received no later than 12:00 noon Central Time of the Business Day on which such
payment is due by wire  transfer  through  Federal  Reserve  Bank,  Kansas City,
Routing Number:  307088754,  COBANK ENGWD (or to such other account as Agent may
designate by notice);  and (b) without setoff or counterclaim and free and clear
of and without deduction for any taxes, levies, impost,  duties,  charges, fees,
deductions,  withholding,  compulsory  loans,  restrictions or conditions of any
nature now or hereafter  imposed or levied by any  jurisdiction or any political
subdivision  thereof or taxing or other  authority  therein  unless  Borrower is
compelled by law to make such deduction or withholding.

ARTICLE 7.  PREPAYMENTS

     7.1  Voluntary  Prepayments.  Borrower  shall  have the  option to make the
following prepayments:

     7.1.1 Voluntary Prepayment of Base Rate Loan. Borrower shall have the right
to prepay all or any part of the  outstanding  principal  balance under the Base
Rate Loan at any time.

     7.1.2  Voluntary  Prepayment  of Fixed Rate Loans and  Quoted  Rate  Loans.
Borrower shall have the right to prepay all (but not in part) of the outstanding
principal  balance of any Fixed Rate Loan and/or any Quoted Rate Loan,  provided
that: (a) Borrower  shall,  at least three (3) Business Days prior to making any
such  prepayment,  deliver to Agent a written notice which sets forth the amount
of the prepayment,  the date on which the prepayment will be made, and the Fixed
Rate Loan and/or  Quoted Rate Loan being  prepaid;  (b)  Borrower  shall pay all
accrued and unpaid  interest  relating to the amount prepaid through the date of
prepayment;  and (c) on the  prepayment  date,  Borrower  shall pay the  Funding
Losses, if any, resulting from the prepayment. Any written notice by Borrower of
its election to prepay under this Subsection shall be irrevocable.

     7.1.3 Funding Losses.  In determining the "Funding Losses" for the purposes
of this Term Credit  Agreement,  Agent shall select,  in its sole discretion,  a
security or securities of a type which CoBank is permitted by law to purchase at
the date of the  prepayment  calculation.  The selected  security or  securities
shall have payment dates which approximate the scheduled  principal and interest
payments for the Fixed Rate Loan or Quoted Rate Loan being  prepaid.  Agent will
then compare the net present value of the interest which could be expected to be
paid on the  Fixed  Rate Loan or Quoted  Rate  Loan or  Quoted  Rate Loan  being
prepaid and of the yield which could be expected on the selected  security for a
comparable period. The "Funding Loss" is the sum of (a) and (b) where (a) is the
amount of the excess of (i) the net present value of the yield on the Fixed Rate
Loan or Quoted Rate Loan being  prepaid,  over (ii) the net present value of the
yield on the selected  security  (provided  that such amount shall



                                       19
<PAGE>

never be less than zero), and (b) is 50 basis points. Net present value shall be
determined  as follows:  (a) with respect to the interest on the Fixed Rate Loan
or Quoted Rate Loan being  prepaid,  the scheduled  interest  payments  shall be
discounted  from the  expiration of the  applicable  Fixed Rate Period or Quoted
Rate  Period  back to the  date of  prepayment  using  as a  discount  rate  the
applicable  LIBO Rate or  Quoted  Rate,  and (b) with  respect  to the  selected
security, the scheduled payments of the current yields on such selected security
shall be  discounted  back for a  period  comparable  to the  period  for  which
scheduled interest payments are discounted in the preceding sentence, using as a
discount rate the current yield on the selected  security.  The  calculation  of
"yield" on the selected security shall include interest payments, any premium or
discount  associated  with the  purchase of the selected  security,  any fees or
administrative  costs  associated  with the  purchase,  holding  and sale of the
selected  security,  CoBank's  tax rate and any  reserves  which  CoBank  may be
required by law to maintain with respect to the selected security (provided that
such  fees,  administrative  costs,  tax  rate  and  reserves  shall  not in the
aggregate exceed one percent (1%) of the principal amount being prepaid). In the
event of  acceleration  of the Notes as  provided in Section  15.1,  the date of
acceleration  shall be  treated  as the date of  prepayment  for the  purpose of
determining  the Funding  Loss under this  Subsection.  Funding  Losses shall be
calculated as provided above without  consideration of the amount of such losses
actually incurred by any Syndication Party.

     7.2 Minimum Prepayment Amount.  Voluntary prepayments must be in amounts no
less than  $100,000.00.  Voluntary  prepayments  shall be applied  to  discharge
principal  amounts in the inverse order in which the principal  would  otherwise
become due.

     7.3 Application of  Prepayments.  Provided no Event of Default or Potential
Default  has  occurred  and is  continuing,  Borrower  shall  have the  right to
designate  whether a  prepayment  of  principal  is to be applied to a Base Rate
Loan, a Quoted Rate Loan, or a Fixed Rate Loan.  Upon the  occurrence and during
the  continuance of an Event of Default or Potential  Default,  Borrower  hereby
agrees that all amounts paid to Agent, including prepayments,  shall be applied,
as Agent in its sole discretion shall determine, to fees, the purchase of CoBank
Equity Interests,  interest or principal  indebtedness  under the Notes (in such
order of maturity as Agent shall select), or to any other Bank Debt.

ARTICLE 8. COBANK EQUITY

     Borrower agrees to purchase such equity interests in CoBank ("CoBank Equity
Interests")  as CoBank  may from time to time  require  in  accordance  with its
bylaws and capital plan as applicable to  cooperative  borrowers  generally.  In
connection with the foregoing,  Borrower hereby acknowledges  receipt,  prior to
the  execution  of this Term Credit  Agreement,  of CoBank's  bylaws,  a written
description of the terms and conditions  under which the CoBank Equity Interests
are issued,  CoBank's  Loan-Based  Capital  Plan,  CoBank's  most recent  annual
report,  and if more recent  than  CoBank's  latest  annual  report,  its latest
quarterly report.



                                       20

<PAGE>

ARTICLE 9.  SECURITY

     9.1 Borrower's  Assets.  As security for the payment and performance of all
obligations  of  Borrower  to Agent,  CoBank  (including  but not limited to all
obligations of Borrower under any agreement entered into by and between Borrower
and CoBank pursuant to, or in furtherance of the purposes and  requirements  of,
Section 5.4 hereof), and the Syndication  Parties,  including but not limited to
principal and interest  under the Notes,  purchases of CoBank Equity  Interests,
fees,  Funding  Losses,  reimbursements,  and all other Bank Debt or obligations
under any of the Loan  Documents,  Borrower  shall grant to, and  maintain  for,
Agent, for the benefit of all present and future  Syndication  Parties,  a first
lien and  security  interest,  subject only to  Permitted  Encumbrances  and the
provisions of the Intercreditor  Agreement,  in all of its assets, both real and
personal,  tangible and  intangible,  whether now owned or  hereafter  acquired,
including, without limitation, the Underlying Term Loans and the Underlying Term
Loan  Documents  ("Collateral"),  pursuant to the Security  Documents.  Borrower
shall execute and deliver to Agent, for the benefit of the Syndication  Parties,
the  Security  Documents to evidence  the  security  interest of Agent,  for the
benefit  of the  Syndication  Parties,  in the  Collateral,  together  with such
financing  statements or other documents as Agent shall request.  Borrower shall
deliver the originals of the Underlying  Term Loan  Documents to Agent,  for the
benefit of all  present  and future  Syndication  Parties.  Borrower  shall also
execute such further security agreements,  mortgages,  deeds of trust, financing
statements, assignments or other documents as Agent shall reasonably request, in
form and substance as Agent shall  specify,  to establish,  confirm,  perfect or
provide notice of Agent's security  interest (for the benefit of all Syndication
Parties) in the Collateral.  If requested by Agent: (a) Borrower and Agent shall
place a legend on any chattel paper included in the Collateral  showing  Agent's
security interest therein; and (b) Borrower shall deliver to Agent possession of
any  instruments  and securities  included in the  Collateral  (duly endorsed to
Agent's reasonable satisfaction).

     9.2 Guaranty.  Borrower's  obligations under this Term Credit Agreement and
all other Loan Documents shall be guaranteed by APD pursuant to the APD Guaranty
and the APD  Guaranty  shall be secured by a first lien and  security  interest,
subject to the provisions of the Intercreditor  Agreement, in all of its assets,
both real and personal, tangible and intangible,  whether now owned or hereafter
acquired ("Guarantor Collateral") pursuant to the Guarantor Security Documents.

ARTICLE 10.  REPRESENTATIONS AND WARRANTIES

     To induce the Syndication  Parties to make the Loan, and  recognizing  that
the Syndication Parties are relying thereon, Borrower represents and warrants as
follows:

     10.1  Organization,  Good Standing,  Etc.  Borrower (a) is duly  organized,
validly  existing,  and  in  good  standing  under  the  laws  of its  state  of
incorporation;  (b) qualifies as a cooperative association under the laws of its
state of  incorporation;  (c) is duly  qualified  to do business  and is in good
standing in each  jurisdiction  in which the



                                       21

<PAGE>

transaction of its business makes such qualification  necessary; and (d) has all
requisite  corporate  and legal  power (i) to own and  operate its assets and to
carry on its  business,  (ii) to enter into and  perform the Loan  Documents  to
which it is a party, and (iii) to make the Underlying Term Loans.

     10.2 Corporate Authority,  Due Authorization;  Consents.  Borrower has full
power and authority to conduct its business as  contemplated to be operated from
and after the  Closing  Date;  to execute,  deliver  and perform  under the Loan
Documents and all other  documents and agreements as  contemplated  by this Term
Credit Agreement;  and to make the Underlying Term Loans, all of which have been
duly  authorized.  All consents or  approvals of any Person which are  necessary
for, or are required as a condition of, the execution,  delivery and performance
of the Loan  Documents  and/or  making of the  Underlying  Term  Loans have been
obtained.

     10.3 Title to Property.  Borrower holds good and marketable title to all of
its real property (other than rights of way,  easements and similar interests in
real property which in the aggregate are not material), owns all of its personal
property,  and holds  all of its  leases,  free and  clear of any lien,  pledge,
restriction,  or encumbrance,  except as specifically identified in Exhibit 10.3
attached   hereto  or  as   permitted   by  Section   13.3  hereof   ("Permitted
Encumbrances")  and subject to the  Intercreditor  Agreement.  All of Borrower's
leases which  constitute  Material  Agreements  are in full force and effect and
afford  Borrower  peaceful  and  undisturbed  possession  of the subject  matter
thereof.

     10.4 Litigation.  Except as described on Exhibit 10.4 hereto, there are, no
pending legal or governmental  actions,  proceedings or  investigations to which
Borrower is a party or to which any property of Borrower is subject  which might
result in any Material  Adverse  Effect and, to  Borrower's  knowledge,  no such
actions or proceedings  are threatened or  contemplated  by any federal,  state,
county, or city (or similar unit) governmental agency or any other Person.

     10.5 No  Violations.  The execution,  delivery and  performance of the Loan
Documents and the making of the Underlying  Term Loans will not: (a) violate any
provision of Borrower's  articles of incorporation or bylaws,  or any law, rule,
regulation,  judgment,  order or ruling of any court or governmental agency; (b)
violate,  conflict with,  result in a breach of,  constitute a default under, or
with the  giving of  notice  or the  expiration  of time or both,  constitute  a
default under, any existing real estate  mortgage,  indenture,  lease,  security
agreement,  contract,  note,  instrument  or any other  agreements  or documents
binding on Borrower or affecting its property;  or (c) violate,  conflict  with,
result in a breach of,  constitute a default under, or result in the loss of, or
restriction of rights under,  any Required  License or any order,  law, rule, or
regulation  under or  pursuant  to which any  Required  License was issued or is
maintained ("Licensing Laws").

     10.6 Binding  Agreement.  Each of the Loan Documents to which Borrower is a
party is, or when executed and delivered,  will be, the legal, valid and binding
obligation of Borrower,  enforceable in accordance with its terms,  subject only
to


                                       22

<PAGE>

limitations  on  enforceability  imposed by applicable  bankruptcy,  insolvency,
reorganization,   moratorium,   or  similar  laws  affecting  creditors'  rights
generally and by general principles of equity.

     10.7  Compliance  with Laws.  Borrower is in  compliance  with all federal,
state,  and local  laws,  rules,  regulations,  ordinances,  codes  and  orders,
including without limitation all Environmental Laws and all Licensing Laws, with
respect to which noncompliance would result in a Material Adverse Effect.

     10.8 Principal Place of Business.  Borrower's  place of business,  or chief
executive office if it has more than one place of business,  and the place where
the records required by Section 12.1 hereof are kept, is located at the place(s)
shown on Exhibit 10.8 hereto.

     10.9 Underlying Term Loans;  Underlying Term Loan Documents. As of the time
of any Advance: (a) the Underlying Term Loan Documents with respect thereto will
have been duly  authorized,  executed,  and delivered by all parties thereto and
will constitute the legal, valid, and binding obligation of all parties thereto,
enforceable  in  accordance  with  their  terms,   subject  to  the  effects  of
bankruptcy,  insolvency,  and similar  laws  generally  affecting  the rights of
creditors or the  availability  of equitable  remedies;  (b) the Underlying Term
Loan will be free from any right of set-off,  counterclaim  or other  claim,  or
defense,  and  no  event  of  default  thereunder  shall  have  occurred  and be
continuing;  (c) the Underlying Term Loan Borrower's obligations pursuant to the
Underlying  Term Loan will,  except  where the  Underlying  Term Loan  Documents
specifically  state otherwise,  be secured by a first and prior lien in favor of
Borrower in all assets of the Underlying Term Loan Borrower; (d) all closing and
pre-closing  requirements,  if  any,  set  forth  in the  Underlying  Term  Loan
Documents,  will have  been  satisfied  in full;  (e) the  Underlying  Term Loan
Documents  will have  been  approved  by Agent  and shall not have been  amended
subsequent to such  approval;  and (f) the  Underlying  Term Loan will not be in
violation of any applicable usury statutes;  and (g) to Borrower's knowledge and
belief,  the Underlying Term Loan  Documents,  projections,  budgets,  financial
statements,  or other  information  furnished by or on behalf of the  Underlying
Term Loan Borrower will not contain any  misstatement  of a material  fact,  nor
omit to state a material fact.

     10.10 Payment of Taxes. Borrower has filed all required federal,  state and
local tax returns  and has paid all taxes as shown on such  returns as they have
become  due.  Borrower  has  paid  when  due all  other  taxes,  assessments  or
impositions levied or assessed against Borrower or its business or properties.

     10.11 Licenses and Approvals. Borrower has ownership of, or license to use,
or  has  been  issued,   all  trademarks,   patents,   copyrights,   franchises,
certificates,  approvals, permits,  authorities,  agreements, and licenses which
are used or  necessary  to permit it to own its  properties  and to conduct  the
business as presently  being  conducted  and to make the  Underlying  Term Loans
("Required  Licenses").  Exhibit 10.11 lists all Required Licenses  presently in
existence with respect to Borrower.  Each Required



                                       23
<PAGE>

License  is in full  force and  effect,  and there is no  outstanding  notice of
cancellation  or  termination  or,  to  Borrower's  knowledge,   any  threatened
cancellation or termination in connection  therewith,  nor has an event occurred
with respect to any Required License which, with the giving of notice or passage
of time or both,  could  result in the  revocation  or  termination  thereof  or
otherwise in any  impairment of Borrower's  rights with respect  thereto,  which
impairment could  reasonably be expected to have a Material  Adverse Effect.  No
consent,  permission,  authorization,  order,  or  license  of any  governmental
authority,  is  necessary  in  connection  with the:  (a)  execution,  delivery,
performance,  or enforcement of the Loan Documents to which Borrower is a party;
and (b) the  making  of the  Underlying  Term  Loans,  except  such as have been
obtained and are in full force and effect and as are described on Exhibit 10.11.

     10.12  Employee  Benefit  Plans.  Borrower does not  presently  maintain or
participate in, and has not in the past  maintained or  participated  in, and is
not obligated to contribute to, any of the following  (each a "Borrower  Benefit
Plan" and  collectively  "Borrower  Benefit  Plans"):  (a) any funded  "employee
welfare  benefit  plan," as that term is defined in Section 3(1) of the Employee
Retirement  Income  Security  Act of  1974,  as  amended,  and  the  regulations
thereunder ("ERISA"); (b) any "multiemployer plans," as defined in Section 3(37)
of ERISA; (c) any "employee  pension benefit plan" as defined in Section 3(2) of
ERISA; (d) any "employee  benefit plan", as such term is defined in Section 3(3)
of ERISA; (e) any "multiple  employer plan" within the meaning of Section 413 of
the Internal  Revenue Code of 1986, as amended from time to time  ("Code");  (f)
any "multiple employer welfare  arrangement" within the meaning of Section 3(40)
of ERISA;  (g) a  "voluntary  employees'  beneficiary  association"  within  the
meaning of Section  501(a)(9) of the Code;  (h) a "welfare  benefit fund" within
the meaning of Section 419 of the Code; or (i) any employee welfare benefit plan
within the meaning of Section 3(1) of ERISA for the benefit of retired or former
employees.

     10.13  Equity  Investments.  Borrower  does not now own any  stock or other
voting or equity interest,  directly or indirectly, in any Person other than the
CoBank Equity Interests.

     10.14  Real  Property.  Borrower:  (a) has  all  real  property  interests,
including without  limitations fee interests,  leasehold  interests,  easements,
licenses  and rights of way which are  necessary  for the conduct of  Borrower's
business;  and (b) does not own any fee interest or leasehold  interest,  or any
other interest,  including  without  limitation any easements,  rights of way or
licenses, in real property, other than as set forth on Exhibit 10.14 hereto.

     10.15  Personal  Property.  Borrower  has all  tangible  personal  property
necessary for the conduct of  Borrower's  business as it is  contemplated  to be
conducted;  and all such  property is in good  operating  condition  and repair,
reasonable wear and tear excepted, and suitable in all material respects for the
uses for which it is being utilized.

     10.16  Borrower  Membership.  Village  Farms of Texas,  L.P. is a member of
Borrower.



                                       24
<PAGE>

     10.17 Environmental Compliance.  Without limiting the provisions of Section
10.7  above,  all  property  owned or  leased  by  Borrower  and all  operations
conducted  by it are in  compliance  in all  material  respects  with  all  Laws
relating  to  environmental  protection,  with  respect to which the  failure to
comply would have a Material Adverse Effect.

     10.18 Fiscal Year. Each fiscal year of Borrower begins on January 1 of each
calendar year and ends on December 31 of each calendar year.

     10.19 Material  Agreements.  That Exhibit 10.19 attached  hereto sets forth
all  agreements  of Borrower,  the  termination  or breach of which,  based upon
Borrower's  knowledge as of the date of making any  representation  with respect
thereto, would have a Material Adverse Effect ("Material  Agreements").  Neither
Borrower  nor,  to  Borrower's  knowledge,  any  other  party  to  any  Material
Agreement, is in default thereunder, and no facts exist which with the giving of
notice or the passage of time, or both, would constitute such a default.

     10.20  Regulations  G, U and X. No portion of any Advance  will be used for
the purpose of purchasing, carrying, or making loans to finance the purchase of,
any "margin security" or "margin stock" as such terms are used in Regulations G,
U or X of the Board of Governors of the Federal Reserve System, 12 C.F.R.  Parts
207, 221, and 224.

     10.21  Disclosure.  The  representations  and warranties  contained in this
Article 10 and in the other Loan  Documents do not contain any untrue  statement
of a  material  fact or omit to state a  material  fact  necessary  to make such
representations not misleading.

ARTICLE 11.  CONDITIONS TO ADVANCES

     11.1 Conditions to Closing.  The obligation of the  Syndication  Parties to
make the Loan and any Advance thereunder or to grant a Preliminary Commitment or
an Activation Commitment is subject to satisfaction, in Agent's sole discretion,
of each of the following conditions precedent:

     11.1.1 Loan Documents. Agent shall have received duly executed originals of
the Loan Documents.

     11.1.2 Searches; UCC Filings; Recordings; Title Insurance. Agent shall have
received:  (a) searches of appropriate  filing offices showing that (i) no state
or federal tax liens have been filed which  remain in effect  against  Borrower,
(ii) except with respect to Permitted  Encumbrances no financing statements have
been filed by any Person  except to perfect the security  interests  required by
this Term Credit  Agreement,  which remain in effect against  Borrower or any of
its assets,  (iii) all  financing  statements  necessary to perfect the security
interests  granted to Agent (for the benefit of the  Syndication  Parties) under
the Loan  Documents  have been filed or  recorded,  to the



                                       25

<PAGE>

extent such security  interests  are capable of being  perfected by such filing,
and (iv) all of the Loan  Documents  required to be recorded or filed to perfect
the security interests and liens granted therein shall be so recorded and filed;
(b) mortgagees' title insurance commitments ("Title Commitments")  acceptable to
Agent  from one or more  insurers  acceptable  to Agent (the  "Title  Insurers")
committing  to issue one or more title  policies  (ALTA Loan  Policy  Form) (the
"Title  Policies")  insuring  the  lien in  favor of  Agent  (on  behalf  of the
Syndication  Parties) on each parcel of real  property  owned in fee by Borrower
having an estimated  Fair Market Value of $25,000.00 or more as a first priority
lien on such real  property,  subject  only to Permitted  Encumbrances,  and (i)
deleting the standard printed exceptions and the gap exception,  (ii) containing
only such exceptions to title as are reasonably  acceptable to Agent,  and (iii)
containing  such other  endorsements  as Agent may reasonably  require;  and (c)
either a Title  Commitment  or, at Borrower's  option,  a written  ownership and
encumbrance  report of current date  indicating that there are no prior liens on
each parcel of such real property  having an estimated Fair Market Value of less
than  $25,000.00.  In  addition,  in the case of the  parcels  of real  property
covered by a Title Commitment,  as of the Closing Date Agent shall have received
from the Title Insurers a written  confirmation  acceptable to Agent  confirming
that the Title Insurers are irrevocably committed to issue the Title Policies.

     11.1.3  Approvals.  Agent shall have received  evidence  satisfactory to it
that all consents and approvals of  governmental  authorities  and third parties
which are with respect to Borrower and Guarantor,  necessary for, or required as
a condition of: (a) the validity and  enforceability of the Loan Documents;  (b)
creation of and realization on, Agent's lien (for the benefit of the Syndication
Parties) on the  Collateral;  and (c) the making of the  Underlying  Term Loans,
have been obtained and are in full force and effect.

     11.1.4  Organizational  Documents.  Agent  shall  have  received:  (a) good
standing certificates,  dated no more than thirty (30) days prior to the Closing
Date, for Borrower and Guarantor for their  respective  states of  incorporation
and for each state where their operations require qualification or authorization
to transact  business;  (b) a copy of the articles of  incorporation of Borrower
and   Guarantor   certified  by  the  Secretary  of  State  of  their  state  of
organization;  and (c) a copy of the bylaws of Borrower and Guarantor, certified
as true and complete by the  Secretary  or  Assistant  Secretary of Borrower and
Guarantor, respectively.

     11.1.5 Evidence of Corporate Action.  Agent shall have received in form and
substance satisfactory to Agent: documents evidencing all corporate action taken
by each of Borrower and Guarantor to authorize (including the specific names and
titles  of  the  persons  authorized  to so  act  ("Authorized  Officers"))  the
execution,  delivery  and  performance  of the Loan  Documents  to which it is a
party,  and with  respect to  Borrower,  the making of  Underlying  Construction
Loans,  certified to be true and correct by the Secretary or Assistant Secretary
of Borrower and Guarantor, respectively.

     11.1.6 Legal Opinion for Borrower and Guarantor.  Agent shall have received
opinions of counsel for Borrower and for Guarantor (who shall be

                                       26

<PAGE>

acceptable to Agent),  in form and content  acceptable to Agent and addressed to
Agent and to each Syndication Party (and expressly  permitting  reliance thereon
by each future Syndication Party).

     11.1.7  Evidence of Insurance.  Borrower and Guarantor  shall have provided
Agent with insurance certificates and such other evidence, in form and substance
satisfactory  to Agent,  of all insurance  required to be maintained by it under
the Loan Documents.

     11.1.8 Phase I  Environmental  Studies.  Borrower and Guarantor  shall have
submitted  to Agent such  studies,  investigations  and reports  with respect to
environmental  matters  for  real  property  owned  by  Borrower  or  Guarantor,
respectively,  from  consultants  acceptable  to  Agent  as  may  be  reasonably
requested by Agent and content and results of those studies,  investigations and
reports shall be reasonably acceptable to Agent.

     11.1.9 Survey.  Borrower and Guarantor  shall have provided Agent with ALTA
improvement  surveys  of all real  property  owned  by  Borrower  or  Guarantor,
respectively,  and  having a Fair  Market  Value of  $25,000.00  or more,  which
surveys,  the  certifications  thereon,  and all information  contained therein,
shall be acceptable to Agent.

     11.1.10  Material  Agreements.  Agent shall have  received  copies of those
Material Agreements as Agent may request in its sole discretion.

     11.1.11 Appointment of The Corporation  Company.  Agent shall have received
evidence  satisfactory  to Agent that The  Corporation  Company,  1675 Broadway,
Denver,  Colorado  80202 has accepted  appointment  by Borrower and Guarantor to
serve as their agent for service of process in  accordance  with Section 17.2 of
this Term Credit Agreement and Section 11.7 of the Guaranty.

     11.1.12 No Material Change.  No change shall have occurred in the condition
or  operations of Borrower  since May 1, 1997 or Guarantor  since March 31, 1997
which could result in a Material Adverse Effect.

     11.1.13 Fees and Expenses. Borrower shall have paid Agent, by wire transfer
of immediately available federal funds all fees set forth in Section 5.3 of this
Term Credit  Agreement which are due on the Closing Date, and all expenses owing
pursuant to Section 17.1 hereof.

     11.1.14 Application;  CoBank Equity Interest Purchase Obligation.  Borrower
shall have: (a) completed the loan application form provided by CoBank;  and (b)
purchased such CoBank Equity Interests as CoBank may require pursuant to Article
8 hereof.



                                       27

<PAGE>

     11.1.15  Further  Assurances.  Borrower and  Guarantor  shall have provided
and/or  executed and delivered to Agent such further  assignments,  documents or
financing statements, in form and substance satisfactory to Agent, that Borrower
and  Guarantor  are to execute  and  deliver  pursuant  to the terms of the Loan
Documents or as Agent may reasonably request.

     11.2 Conditions to Issuance of Preliminary Commitment.

     11.2.1 Preliminary  Commitment Request. To obtain preliminary  approval for
use of a portion of the Loan Proceeds to make an Underlying  Term Loan to fund a
particular  Construction Loan Payout, or to fund a particular  Construction Loan
Purchase,  Borrower must deliver to Agent a request in the form attached  hereto
as Exhibit 11.2.1 ("Commitment  Request") which has been signed by an Authorized
Officer.  The Commitment Request shall be accompanied by an application  package
("Request  for  Preliminary  Term  Loan   Commitment")   containing   sufficient
information  as may be required by Agent in its sole  discretion to enable Agent
to  determine  (and  advise  Borrower)  whether  Agent will grant a  Preliminary
Commitment to fund the particular  Construction Loan Payout or Construction Loan
Purchase, including, without limitation: (a) an actual or estimated construction
budget  and  proposed  sources  and  uses  of  funds  for  construction  of such
Greenhouse Facility,  including estimated date of construction  completion;  and
(b) the following  information on the Underlying  Construction Loan Borrower and
the Greenhouse  Facility  constructed or to be constructed  with the proceeds of
the  Underlying  Construction  Loan:  (i) project  description,  (ii)  financing
schedule and requirements,  (iii) proposed financial  structure,  (iv) marketing
plan, (v) actual and pro-forma  financial  statements and cash flow projections,
(vi) financial analysis, and other credit information.  Within a reasonable time
after receipt of the Commitment  Request and such information as Agent shall, in
its sole discretion,  request in connection therewith,  and upon satisfaction of
the requirements  contained in Subsections  11.2.2 through 11.2.5 hereof,  Agent
will advise  Borrower  whether or not it  preliminarily  approves  such proposed
Construction  Loan Payout or  Construction  Loan  Purchase for funding under the
Loan upon the condition  that (x) there are no changes deemed by the Agent to be
material in the  information  submitted with the Commitment  Request and (y) the
conditions of Sections 11.3 and 11.4 hereof are met to Agent's  satisfaction  as
provided,  and  at  the  time  contemplated,   in  said  Sections  ("Preliminary
Commitment").

     11.2.2 No Material  Change.  No change shall have occurred in the condition
or operations of Borrower or Guarantor since the Closing Date which could result
in a Material Adverse Effect.

     11.2.3  Default.  As of the  date of the  Commitment  Request  no  Event of
Default or Potential Default shall have occurred and be continuing.

     11.2.4  Representations and Warranties.  The representations and warranties
of Borrower and of Guarantor contained in each of the Loan Documents to



                                       28

<PAGE>

which it is a party,  shall be true and correct in all material  respects on and
as of the date of the Commitment Request as though made on and as of such date.

     11.2.5 Fees and Expenses.  Borrower shall have paid Agent, by wire transfer
of immediately available federal funds all fees set forth in Section 5.3 of this
Term Credit  Agreement  which are then due and payable,  and all expenses  owing
pursuant to Section 17.1 hereof.

     11.3 Conditions to Issuance of Activation Commitment.

     11.3.1 Activation  Request.  To obtain further approval with respect to the
funding of a particular  proposed  Construction Loan Payout or Construction Loan
Purchase,  Borrower must deliver to Agent a request in the form attached  hereto
as Exhibit 11.3.1 ("Activation  Request") which has been signed by an Authorized
Officer. The Activation Request shall be irrevocable and shall be accompanied by
an  application   package  ("Request  for  Term  Loan  Activation")   containing
sufficient  information  as may be required by Agent in its sole  discretion  to
enable  Agent to determine  (and advise  Borrower)  whether  Agent will grant an
Activation  Commitment to fund the particular proposed  Construction Loan Payout
or  Construction  Loan  Purchase.  The  Request for Term Loan  Activation  shall
contain such  documentation  and  information as may be required by Agent in its
sole discretion, including, as applicable and without limitation: (a) updates on
information  provided to Agent in connection with Borrower's  Commitment Request
on the same proposed Construction Loan Payout or Construction Loan Purchase with
respect  to  the  actual  and  pro-forma  financial  statements  and  cash  flow
projections  and other credit  information on the Underlying  Construction  Loan
Borrower  or  Underlying  Term  Loan  Borrower,  as the  case  may  be,  and its
Greenhouse Facility; (b) plans and specifications, engineering reports, proof of
availability  of utilities,  proof of zoning  compatible  with proposed use, and
final line item  construction  budget with time  lines;  (c) if it is a proposed
Construction  Loan Purchase,  copies of the particular  Underlying  Construction
Loan Documents;  (d) if it is a proposed Construction Loan Payout, copies of the
proposed Underlying Term Loan Documents  reflecting the proposed Underlying Term
Loan to the  Underlying  Term Loan Borrower;  (e) lien searches;  (f) acceptable
mechanics' lien protection;  (g) survey and actual and as-built appraisals;  (h)
an acceptable  title  commitment.  Within a reasonable time after receipt of the
Activation  Request and such information as Agent shall, in its sole discretion,
request in  connection  therewith,  and upon  satisfaction  of the  requirements
contained  in  Subsections  11.3.2  through  11.3.6  hereof,  Agent will  advise
Borrower  whether or not it approves such proposed  Construction  Loan Payout or
Construction  Loan Purchase for funding  under the Loan upon the condition  that
there  are no  changes  deemed by the Agent to be  material  in the  information
submitted with the Activation  Request and the conditions of Section 11.4 hereof
are met to Agent's  satisfaction as provided,  and at the time contemplated,  in
said Section ("Activation Commitment").

     11.3.2 Approval by Super Majority.  Unless the Underlying Construction Loan
(in the case of a Construction  Loan  Purchase) or the Underlying  Term Loan (in
the  case of a  Construction  Loan  Payout)  has been  approved  in  writing  by

                                       29

<PAGE>

Syndication  Parties whose  Syndication  Shares aggregate at least  seventy-five
percent (75%) ("Super Majority").

     11.3.3 No Material  Change.  No change shall have occurred in the condition
or operations of Borrower or Guarantor since the Closing Date which could result
in a Material Adverse Effect.

     11.3.4  Default.  As of the  date of the  Activation  Request  no  Event of
Default or Potential  Default shall exist and be continuing,  and the disbursing
of the amount of the Loan Proceeds requested in the Activation Request shall not
result in an Event of Default or Potential Default.

     11.3.5  Representations and Warranties.  The representations and warranties
of Borrower and of Guarantor contained in each of the Loan Documents to which it
is a party,  shall be true and correct in all material respects on and as of the
date of the Activation Request as though made on and as of such date.

     11.3.6 Fees and Expenses.  Borrower shall have paid Agent, by wire transfer
of immediately available federal funds all fees set forth in Section 5.3 of this
Term Credit  Agreement  which are then due and payable,  and all expenses  owing
pursuant to Section 17.1 hereof.

     11.4 Conditions to Advance. The Syndication Parties' obligation to fund any
Underlying Term Loan is subject to the satisfaction, in Agent's sole discretion,
of each of the following conditions precedent:

     11.4.1 Advance Request.  Agent shall have received from Borrower (including
by facsimile  transmission):  (a) a duly completed  request in the form attached
hereto  as  Exhibit  11.4.1  ("Advance  Request")  which  has been  signed by an
Authorized Officer; and (b) such other information or documentation as Agent may
request.  The  Advance  Request  shall be deemed to have  been  received  on the
Business Day received if actually  received by Agent before 12:00 noon,  Central
Time, and as of the next Business Day if received by Agent after such time or on
other than a Business Day;  provided that an Advance Request shall not be deemed
to have been  received by Agent until it is  satisfactory  to Agent and includes
all  information  and  documentation  that Agent may  request.  Within  five (5)
Business  Days of the date an Advance  Request is deemed to have been  received,
Agent shall either fund the Advance or advise Borrower to the contrary; provided
that if Agent does not  advise  Borrower  does not fund  within  such time,  the
Advance Request shall be deemed to have been declined for funding..  The Advance
Request shall be irrevocable.

     11.4.2 Underlying Term Loan Documents; Possession of Documents. Agent shall
have received in form and substance satisfactory to Agent:

          (a) if the transaction is the funding of a Construction Loan Purchase,
     (i) evidence that the Underlying Construction Loan Documents evidencing the
     Underlying



                                       30
<PAGE>

     Construction  Loan with respect to which the Advance is being requested are
     on forms,  and contain terms and  conditions,  satisfactory to Agent in its
     sole   discretion,   and  in  compliance   with  all  applicable  laws  and
     regulations,  (ii) an assignment of the  Underlying  Construction  Loan and
     Underlying  Construction  Loan Documents from the  Construction  Lenders to
     Borrower  and from  Borrower  to Agent,  for the benefit of the present and
     future Syndication  Parties,  (iii) possession of executed originals of the
     Underlying   Construction   Loan   Documents,   including  the   Underlying
     Construction  Note,  properly  endorsed,  (iv) good standing  certificates,
     dated no more  than  thirty  (30)  days  prior to the  Closing  Date of the
     Construction Loan Purchase , for such Underlying Construction Loan Borrower
     for its state of  incorporation  and for each  state  where its  operations
     require qualification or authorization to transact business,  (v) a copy of
     the articles of incorporation of such Underlying Construction Loan Borrower
     certified by the  Secretary of State of its state of  organization,  (vi) a
     copy of the bylaws of such Underlying Construction Loan Borrower, certified
     as true and complete by the Secretary or Assistant Secretary thereof, (vii)
     documents   evidencing  all  corporate  action  taken  by  such  Underlying
     Construction  Loan Borrower to authorize  (including the specific names and
     titles of the persons  authorized to so act ) the  execution,  delivery and
     performance of the Underlying Construction Loan Documents to which it is or
     will be a party,  certified  to be true and  correct  by the  Secretary  or
     Assistant  Secretary of such  Underlying  Construction  Loan Borrower,  and
     (viii) opinions of counsel, for such Underlying  Construction Loan Borrower
     (who shall be acceptable to Agent), in form and content acceptable to Agent
     and  addressed  to  Agent  and to each  Syndication  Party  (and  expressly
     permitting  reliance thereon by each future  Syndication Party, or, in lieu
     thereof,  accompanied  by a separate  letter  from such  counsel  expressly
     permitting reliance thereon by each present and future Syndication Party);

          (b) if the  transaction is the funding of a Construction  Loan Payout,
     (i)  evidence  that the  Underlying  Term  Loan  Documents  evidencing  the
     Underlying  Term Loan with respect to which the Advance is being  requested
     are on forms,  and contain terms and  conditions,  satisfactory to Agent in
     its  sole  discretion,  and in  compliance  with  all  applicable  laws and
     regulations,  (ii) executed originals of the Underlying Term Loan Documents
     evidencing  the  Underlying  Term Loan with respect to which the Advance is
     being requested, on forms and contain terms and conditions, satisfactory to
     Agent in its sole  discretion,  and in compliance  with all applicable laws
     and  regulations,  (iii)  good  standing  certificates,  dated no more than
     thirty (30) days prior to the Closing Date of the Construction Loan Payout,
     for such Underlying Term Loan Borrower for its state of  incorporation  and
     for each state where its operations require  qualification or authorization
     to transact business,  (iv) a copy of the articles of incorporation of such
     Underlying  Term Loan  Borrower  certified by the Secretary of State of its
     state of  organization,  (v) a copy of the bylaws of such  Underlying  Term
     Loan Borrower, certified as true and complete by the Secretary or Assistant
     Secretary thereof,  (vi) documents evidencing all corporate action taken by
     such  Underlying  Term Loan Borrower to authorize  (including  the specific
     names  and  titles of the  persons  authorized  to so act ) the  execution,
     delivery and  performance of the Underlying Term Loan Documents to which it
     will be a  party  and  the  payoff  of the  Underlying  Construction



                                       31
<PAGE>

     Loan,  certified  to be true and  correct  by the  Secretary  or  Assistant
     Secretary of such Underlying Term Loan Borrower, (vii) opinions of counsel,
     for such  Underlying Term Loan Borrower (who shall be acceptable to Agent),
     in form and content  acceptable to Agent and addressed to Agent and to each
     Syndication Party (and expressly permitting reliance thereon by each future
     Syndication  Party,  or, in lieu thereof,  accompanied by a separate letter
     from such counsel expressly permitting reliance thereon by each present and
     future  Syndication  Party),  and  (viii)  proof of the full  payoff of the
     Underlying  Construction  Loan and release of all liens  thereunder  of the
     Construction Lenders;

          (c) in either case (a) or (b),  proof  satisfactory  to Agent that the
     final  advance  of funds  under the  Underlying  Construction  Loan and the
     Underlying Construction Loan Documents for the Underlying Construction Loan
     with respect to which the  Construction  Loan Payout or  Construction  Loan
     Purchase  is  being  requested  were  made in  full  compliance  with  such
     Underlying   Construction   Loan   Documents,   including  the   Underlying
     Construction Loan Conditions as described therein;

          (d) if the  transaction  is the  funding of any other  Term Loan,  (i)
     executed  originals of the Underlying  Term Loan  Documents  evidencing the
     Underlying Term Loan with respect to which the Advance is being  requested,
     on forms and contain  terms and  conditions,  satisfactory  to Agent in its
     sole   discretion,   and  in  compliance   with  all  applicable  laws  and
     regulations,  (ii) good  standing  certificates,  dated no more than thirty
     (30) days prior to the Closing Date of the  Underlying  Term Loan, for such
     Underlying Term Loan Borrower for its state of  incorporation  and for each
     state  where its  operations  require  qualification  or  authorization  to
     transact  business,  (iii) a copy of the articles of  incorporation of such
     Underlying  Term Loan  Borrower  certified by the Secretary of State of its
     state of  organization,  (iv) a copy of the bylaws of such  Underlying Term
     Loan Borrower, certified as true and complete by the Secretary or Assistant
     Secretary thereof,  (v) documents  evidencing all corporate action taken by
     such  Underlying  Term Loan Borrower to authorize  (including  the specific
     names  and  titles of the  persons  authorized  to so act ) the  execution,
     delivery and  performance of the Underlying Term Loan Documents to which it
     will be a party,  certified  to be true and  correct  by the  Secretary  or
     Assistant Secretary of such Underlying Term Loan Borrower, (vi) opinions of
     counsel, for such Underlying Term Loan Borrower (who shall be acceptable to
     Agent), in form and content  acceptable to Agent and addressed to Agent and
     to each  Syndication  Party (and expressly  permitting  reliance thereon by
     each  future  Syndication  Party,  or, in lieu  thereof,  accompanied  by a
     separate letter from such counsel expressly  permitting reliance thereon by
     each  present and future  Syndication  Party),  and (vii) proof of the full
     payoff  of the  Underlying  Construction  Loan  and  release  of all  liens
     thereunder of the Construction Lenders;

          (e) and in the case of (a),  (b),  or (d),  (i) proof of  satisfactory
     title insurance, including acceptable mechanics' lien protection, (ii) lien
     searches,  and (iii) a survey and actual and as-built appraisals;.  and (f)
     such other  instruments  and  documents  in which Agent has been  granted a
     security interest (for the benefit of the Syndication Parties) and of which
     Agent is to have possession under the terms of the Loan Documents.



                                       32
<PAGE>

     11.4.3  Default.  As of the Advance  Date no Event of Default or  Potential
Default shall have occurred and be continuing,  and the disbursing of the amount
of the Loan  Proceeds  requested in the Advance  Request  shall not result in an
Event of Default or Potential Default.

     11.4.4  Representations and Warranties.  The representations and warranties
of Borrower and of Guarantor contained in each of the Loan Documents to which it
is a party,  shall be true and correct in all material respects on and as of the
date on which the Advance is to be made as though made on . Borrower  shall have
paid Agent, by wire transfer of immediately available federal funds all fees set
forth in  Section  5.3 of this  Term  Credit  Agreement  which  are then due and
payable,  including the Facility Fee, and all expenses owing pursuant to Section
17.1 hereof.

     11.5  Conditions  to  Funding  Purchase  of Village  Farms  Term Loan.  The
Syndication  Parties'  obligation  to make an  Advance  to  enable  Borrower  to
purchase the Village Farms Term Loan is subject to the satisfaction,  in Agent's
sole discretion, of each of the following conditions precedent:

     11.5.1 Advance Request.  Agent shall have received from Borrower (including
by  facsimile  transmission):  (a) a duly  completed  request  for an Advance to
enable  Borrower to purchase the Village  Farms Term Loan in form and  substance
satisfactory  to Agent which has been signed by an Authorized  Officer;  and (b)
such other  information or  documentation  as Agent may request  ("Village Farms
Advance  Request").  The Village Farms  Advance  Request shall be deemed to have
been received on the Business Day received if actually  received by Agent before
12:00 noon,  Central Time,  and as of the next Business Day if received by Agent
after such time or on other than a Business Day; provided that the Village Farms
Advance  Request  shall not be deemed to have been received by Agent until it is
satisfactory to Agent and includes all information and documentation  that Agent
may request. Within five (5) Business Days of the date the Village Farms Advance
Request is deemed to have been received,  Agent shall either fund the Advance or
advise  Borrower to the contrary.  The Village  Farms  Advance  Request shall be
irrevocable.

     11.5.2 Village Farms Term Loan  Documents;  Possession of Documents.  Agent
shall have received in form and substance satisfactory to Agent: (a) evidence of
the assignment  and  endorsement by the Village Farms Lenders to Borrower of the
Village  Farms  Term  Loan  and the  Village  Farms  Term  Loan  Documents;  (b)
possession  of  executed  originals  of the Village  Farms Term Loan  Documents,
properly endorsed to Agent; (c) good standing  certificates,  dated no more than
thirty  (30) days  prior to the  Closing  Date of the  Village  Farms  Term Loan
purchase,  for Village Farms for its state of  incorporation  and for each state
where  its  operations  require   qualification  or  authorization  to  transact
business; (d) a copy of the articles of incorporation of Village Farms certified
by the Secretary of State of its state of organization; (e) a copy of the bylaws
of Village  Farms,  certified as true and complete by the Secretary or Assistant
Secretary  thereof;  (f)  documents  evidencing  all  corporate  action taken by
Village  Farms to  authorize  (including  the  specific  names and titles of the
persons


                                       33

<PAGE>

authorized to so act) the  execution,  delivery and  performance  of the Village
Farms  Term  Loan  Documents  to which it is a party,  certified  to be true and
correct by the Secretary or Assistant  Secretary of Village Farms;  (g) opinions
of counsel for Village  Farms (who shall be  acceptable  to Agent),  in form and
content acceptable to Agent and addressed to Agent and to each Syndication Party
(and expressly permitting reliance thereon by each future Syndication Party, or,
in lieu thereof,  accompanied by a separate  letter from such counsel  expressly
permitting  reliance thereon by each present and future Syndication  Party); (h)
proof of satisfactory  title  insurance,  including  acceptable  mechanics' lien
protection, and an endorsement thereunder naming Agent, on behalf of all present
and future Syndication Parties, as an insured thereunder; (i) lien searches; (j)
survey and actual and as-built  appraisals;  and (k) such other  instruments and
documents in which Agent has been granted a security  interest  (for the benefit
of the Syndication  Parties) and of which Agent is to have possession  under the
terms of the Loan Documents.

     11.5.3  Default.  As of the  Advance  Date  there  shall  exist no Event of
Default  or  Potential  Default,  and the  disbursing  of the amount of the Loan
Proceeds  requested in the Village Farms Advance  Request shall not result in an
Event of Default or Potential Default.

     11.5.4  Representations and Warranties.  The representations and warranties
of Borrower and of Guarantor contained in each of the Loan Documents to which it
is a party,  shall be true and correct in all material respects on and as of the
date on which the Advance is to be made as though made on . Borrower  shall have
paid Agent, by wire transfer of immediately available federal funds all fees set
forth in  Section  5.3 of this  Term  Credit  Agreement  which  are then due and
payable,  including the Facility Fee, and all expenses owing pursuant to Section
17.1 hereof.

     11.6 Additional Disbursement  Conditions.  At no time and in no event shall
the Syndication Parties be obligated to make Advances:

     11.6.1  Aggregate  Commitment  Amount.  In excess of an amount,  which when
added to all prior Advances; would exceed the Aggregate Commitment.

     11.6.2 Disbursement  Period. If the Advance would be made other than during
the Availability Period.

     11.6.3  Illegality  of  Loan.  After  the  enactment  of  any  law  by  any
governmental  authority  having  jurisdiction  over any Syndication  Party which
would make it unlawful in any  respect  for such  Syndication  Party to make the
Advance.

ARTICLE 12.  AFFIRMATIVE COVENANTS

     From and after the date of this Term  Credit  Agreement  and until the Bank
Debt is indefeasibly paid in full and the Syndication Parties have no obligation
to make any


                                       34

<PAGE>

advances  hereunder,  Borrower  agrees that it will observe and comply with, the
following covenants for the benefit of Agent and the Syndication Parties:

     12.1 Books and  Records.  Borrower  shall at all times keep proper books of
record and account,  in which correct and complete  entries shall be made of all
its dealings, in accordance with GAAP.

     12.2 Reports and Notices.  Borrower  shall  provide to Agent the  following
reports, information and notices:

     12.2.1 Annual Financial Statements.  As soon as available,  but in no event
later than one hundred and twenty (120) days after the end of any fiscal year of
Borrower  occurring  during  the term  hereof  annual  financial  statements  of
Borrower. prepared in accordance with GAAP consistently applied which shall: (a)
be audited by  independent  certified  public  accountants  selected by Borrower
which are reasonably acceptable to Agent; (b) be accompanied by a report of such
accountants  containing  an  opinion  reasonably  acceptable  to  Agent;  (c) be
accompanied by a Compliance  Certificate;  (d) be prepared in reasonable  detail
and in comparative form; and (e) include a balance sheet, an income statement, a
statement of cash flows, a statement of stockholders'  equity, and all notes and
schedules relating thereto.

     12.2.2 Quarterly Financial Statements. As soon as available but in no event
more than sixty (60) days after the end of each Quarter the following  financial
statements  concerning Borrower's  operations,  prepared in accordance with GAAP
consistently  applied:  (a) a  balance  sheet,  (b) an income  statement,  (c) a
statement  of cash flows,  (d) a statement  of  stockholders'  equity,  for such
Quarter and for the year to date,  and (e) such other  quarterly  statements  as
Agent may reasonably request,  which quarterly  statements  requested under this
clause (e) shall include any and all notes and schedules thereto. Such quarterly
financial  statements  required pursuant to this Subsection shall be accompanied
by a Compliance Certificate.

     12.2.3 Notice of Default.  As soon as the existence of any Event of Default
or Potential  Default  becomes known to any officer of Borrower,  Borrower shall
promptly  give  Agent  written  notice of such  Event of  Default  or  Potential
Default,  the nature and status thereof,  and the action being taken or proposed
to be taken with respect thereto.

     12.2.4 Notice of Certain Changes. Borrower shall: (a) notify Agent at least
ten (10)  Business  Days  prior to the  occurrence  of any change in the name or
business  form of Borrower;  and (b) take all actions  necessary  or  reasonably
requested by Agent in order to maintain the  perfected  status of Agent's  first
lien and security  interest  (subject only to Permitted  Encumbrances and to the
Intercreditor Agreement) in the Collateral.

     12.2.5  Notice of  Litigation.  Borrower  shall  promptly  notify  Agent in
writing  of all  litigation  in which  Borrower  or,  to  Borrower's  knowledge,
Guarantor is a



                                       35

<PAGE>

party, and which either:  (a) involves an amount of $100,000 or more,  singly or
in the aggregate at any time; or (b) could reasonably be expected to result in a
Material Adverse Effect with respect to Borrower or Guarantor.

     12.2.6 Notice of Material  Adverse Effect.  Promptly after Borrower obtains
knowledge thereof,  notice of any matter which has resulted or would result in a
Material Adverse Effect on Borrower or Guarantor.

     12.2.7 Notice of Environmental Litigation.  Without limiting the provisions
of Subsection  12.2.6 of this Term Credit  Agreement,  promptly after Borrower's
receipt  thereof,  notice of the receipt of all pleadings,  orders,  complaints,
indictments,  or other  communication  alleging  a  condition  that may  require
Borrower to  undertake or to  contribute  to a cleanup or other  response  under
Environmental Regulations, or which seeks penalties, damages, injunctive relief,
or  criminal  sanctions  related to alleged  violations  of such laws,  or which
claims  personal  injury  or  property  damage  to any  person  as a  result  of
environmental  factors or conditions or which,  if adversely  determined,  could
have a Material Adverse Effect on Borrower.

     12.2.8  Regulatory and Other Notices.  Promptly  after  Borrower's  receipt
thereof,  copies of any notices or other  communications  received from: (a) any
governmental  authority  with respect to any matter or proceeding  the effect of
which  could  reasonably  be  expected  to have a  Material  Adverse  Effect  on
Borrower; and (b) an Underlying Term Loan Borrower.

     12.2.9 Adverse Action Regarding  Required  Licenses.  In the event Borrower
learns that any petition, action, investigation, notice of violation or apparent
liability, notice of forfeiture, order to show cause, complaint or proceeding is
pending, or, to the best of Borrower's knowledge, threatened, to seek to revoke,
cancel, suspend,  modify, or limit any of the Required Licenses,  Borrower shall
provide Agent with prompt  written notice thereof and shall take, or cause to be
taken, all reasonable measures to contest such action in good faith.

     12.2.10  Default of  Underlying  Term Loan. As soon as the existence of any
event of default or potential  default  under the  Underlying  Term Loan becomes
known to Borrower,  Borrower  shall  promptly give Agent written  notice of such
event of default or potential  default,  the nature and status thereof,  and the
action being taken or proposed to be taken with respect thereto.

     12.2.11 Annual Attorney's Opinion Regarding  Collateral.  No later than the
last  Business  Day of  February  of each  year,  an  opinion  of legal  counsel
acceptable  to Agent as to the status of (a)  Borrower's  liens on the assets of
the  Underlying  Term  Loan  Borrowers  to  secure  the  Underlying  Term  Loans
("Underlying Liens"); and (b) CoBank's liens on the assets of Borrower to secure
the Loan (and  including the  collateral  assignment to CoBank of the Underlying
Term Loans and Underlying Liens).



                                       36
<PAGE>

     12.2.12 Additional Information.  With reasonable promptness:  (a) copies of
all  communications  which  Borrower  receives  or  initiates  from  or  to  any
Underlying Term Loan Borrower and all reports,  certificates,  and other written
materials,  including,  without  limitation,  all  financial  statements,  which
Borrower  receives from or on account of any Underlying Term Loan Borrower;  and
(b) such additional  financial  information or other  documentation as Agent may
reasonably request.

     12.3 Eligibility  Certificate.  Borrower shall maintain its membership base
so that not less than fifty  percent  (50%) of its equity  interest  is owned by
Persons  engaged in the  business  of  producing  vegetables,  fruits,  or other
agricultural products. Within thirty (30) days of the beginning of each calendar
year,  Borrower  shall provide Agent with a written  certification  signed by an
officer thereof stating that Borrower is in compliance with this Section.

     12.4  Maintenance of Existence and  Qualification.  Borrower shall maintain
its corporate  existence in good standing  under the laws of Delaware.  Borrower
will qualify and remain qualified as a foreign  corporation in each jurisdiction
in which such  qualification  is necessary or desirable in view of its business,
operations and properties.

     12.5 Compliance with Legal Requirements and Agreements. Borrower shall: (a)
comply with all laws,  rules,  regulations and orders  applicable to Borrower or
its  business;  and  (b)  all  agreements,   indentures,  mortgages,  and  other
instruments  to which it is a party  or by  which it or any of its  property  is
bound;  provided,  however,  that the  failure of  Borrower  to comply with this
sentence in any instance not directly  involving  Agent or a  Syndication  Party
shall not  constitute  an Event of  Default  unless  such  failure  would have a
Material Adverse Effect.

     12.6 Compliance with Environmental Laws. Without limiting the provisions of
Section  12.5 of this  Term  Credit  Agreement,  Borrower  shall  comply  in all
material  respects with, and take all  reasonable  steps  necessary to cause all
persons  occupying or present on any  properties  owned or leased by Borrower to
comply with,  all  Environmental  Regulations,  the failure to comply with which
would have a Material Adverse Effect.

     12.7  Taxes.   Borrower  shall  cause  to  be  paid  when  due  all  taxes,
assessments,  and other governmental charges upon it, its income, its sales, its
properties,  and federal and state taxes withheld from its employees'  earnings,
unless such taxes, assessments, or other governmental charges shall be contested
in good faith by  appropriate  actions or legal  proceedings  and Borrower shall
establish adequate reserves therefor in accordance with GAAP.

     12.8 Insurance.  Borrower shall keep the Collateral insured at all times by
an insurance carrier or carriers approved by Agent which have an A rating by the
current  BEST Key Rating  Guide  (provided  that  Florists  Mutual Group will be
deemed an  approved  insurance  carrier so long as its BEST Key Rating  does not
fall below its rating



                                       37

<PAGE>

as of the Closing Date), against all risks covered by a special form policy (and
including  flood,  earthquake and windstorm  coverage) in the amount of the full
replacement  cost (other than with respect to motor  vehicles) of the Collateral
as well as liability, worker's compensation,  business interruption,  boiler and
machinery and such other  insurance as Bank may reasonably  require,  in amounts
and with  deductibles  or maximum  payouts  customarily  carried by  entities in
similar  lines of  business.  Borrower  shall also  maintain  fidelity  coverage
(including  employee  dishonesty)  on such  officers and  employees  and in such
amounts as Agent shall specify, or in the absence of any such specification,  as
customarily  carried  by  corporations  engaged  in  comparable  businesses  and
comparably  situated.  Such  insurance  policies  shall contain such  reasonable
endorsements as Agent shall from time to time require and all liability policies
shall name Agent as an  additional  insured as its interests may appear (and for
the benefit of the Syndication  Parties).  All such insurance  policies shall be
endorsed with a mortgagee's or loss payable clause, as appropriate,  in favor of
Agent (and for the benefit of the Syndication  Parties).  The policy or policies
evidencing  all  insurance  referred  to in this  Section and  receipts  for the
payment of premiums  thereon or certificates  of such insurance  satisfactory to
Agent shall be delivered to and held by Agent. All such insurance policies shall
contain a provision  requiring  at least ten (10) days' notice to Agent prior to
any  cancellation for non-payment of premiums and at least forty-five (45) days'
notice to Agent of  cancellation  for any other  reason  or of  modification  or
non-renewal.  No later than forty (40) days prior to expiration,  Borrower shall
give Agent (a)  satisfactory  written  evidence of renewal of all such  policies
with  premiums  paid,  or (b) a written  report as to the steps  being  taken by
Borrower to renew or replace all such  policies,  provided that  notwithstanding
the  receipt  of such  written  report,  Agent may at any time  thereafter  give
Borrower  written  notice to provide  Agent with such  evidence as  described in
clause  (a),  in which  case  Borrower  must do so within  ten (10) days of such
notice.  Borrower  agrees to pay all  premiums on such  insurance as they become
due,  and will not  permit  any  condition  to exist on or with  respect  to the
Collateral  which would wholly or partially  invalidate  any insurance  thereon.
Effective upon the occurrence of an Event of Default,  all of Borrower's  right,
title and interest in and to all such  policies and any unearned  premiums  paid
thereon  are  hereby  assigned  to Agent  (for the  benefit  of the  Syndication
Parties) who shall have the right, but not the obligation, to assign the same to
any purchaser of the  Collateral at any  foreclosure  sale.  Borrower shall give
immediate  written  notice  to the  insurance  carrier  and  Agent of any  loss.
Borrower hereby authorizes and empowers Agent upon the occurrence and during the
continuation  of an Event of  Default,  at Agent's  option  and in Agent's  sole
discretion,  to act as  attorney-in-fact  for Borrower to make proof of loss, to
adjust and compromise any claim under insurance policies, to collect and receive
insurance  proceeds,  and to deduct therefrom  Agent's expenses  incurred in the
collection  of such  proceeds,  and all  insurance  policies of  Borrower  shall
provide that Agent may act as Borrower's attorney-in-fact for such purposes.

     12.9 Title to Assets and  Maintenance.  Borrower  shall defend and maintain
title to all its  material  properties  and assets,  including  the  Collateral.
Borrower  shall  keep  its  assets,  both  real  and  personal,   including  the
Collateral,  in good order and



                                       38
<PAGE>

condition  consistent  with  industry  practice  and  shall  make all  necessary
repairs,  replacements and improvements so that its business may be properly and
advantageously conducted.

     12.10  Payment  of   Liabilities.   Borrower  shall  pay  all   liabilities
(including,  without limitation:  (a) any indebtedness for borrowed money or for
the deferred  purchase price of property or services;  (b) any obligations under
leases which have or should have been  characterized as capitalized  leases,  as
determined in accordance with GAAP; and (c) any contingent liabilities,  such as
guaranties,  for the obligations of others relating to indebtedness for borrowed
money or for the deferred  purchase price of property or services or relating to
obligations  under  leases  which  have or  should  have been  characterized  as
capitalized  leases,  as determined in accordance  with GAAP) as they become due
beyond any  period of grace  under the  instrument  creating  such  liabilities,
unless (with the exception of the Bank Debt) they are contested in good faith by
appropriate actions or legal proceedings, Borrower establishes adequate reserves
therefor  in  accordance  with GAAP,  and such  contesting  will not result in a
Material Adverse Effect.

     12.11 Further Assurances; Real Property Security Interests. Borrower shall,
as may be required from time to time by Agent,  provide such documents as may be
necessary or desirable in the judgment of Agent to confirm the security interest
in the Collateral  granted to Agent for the benefit of the Syndication  Parties.
Promptly  after the  purchase or other  acquisition  of any fee interest in real
estate having a cost or Fair Market Value of $25,000.00 or more,  Borrower shall
provide Agent with written notice of such  acquisition  and shall grant to Agent
(for the benefit of the  Syndication  Parties) a first deed of trust or mortgage
on such real estate  (subject to liens  permitted  by Section 13.3 hereof and to
the Intercreditor  Agreement),  such deed of trust or mortgage to be in form and
substance as reasonably  specified by Agent.  In connection with the delivery of
any  mortgage  or deed of  trust,  Borrower  shall,  where  required  under  the
guidelines set forth in Subsection 11.1.2 of this Term Credit Agreement, deliver
to Agent a  mortgagee's  title  policy  satisfactory  to Agent in such amount as
Agent shall specify,  but in no event greater than the value of the real estate,
to be obtained at Borrower's  sole cost. In  connection  with entering  into, as
lessee, any lease of an interest in real property which lease calls for a rental
payment equal to or in excess of $25,000.00 per annum, Borrower shall deliver to
Agent a Leasehold Assignment & Consent (naming Agent as assignee for the benefit
of the Syndication Parties),  together with such consents or estoppels of lessor
as Agent shall specify.

     12.12 Inspection.  Permit Agent or its agents, during normal business hours
or at  such  other  times  as the  parties  may  agree,  to  examine  Borrower's
properties,  books, and records,  and to discuss Borrower's  affairs,  finances,
operations, and accounts with its respective officers, directors, employees, and
independent certified public accountants.

     12.13 Required  Licenses;  Permits;  Etc.  Borrower shall duly and lawfully
obtain and maintain in full force and effect all Required Licenses.



                                       39
<PAGE>

     12.14 ERISA. In the event Borrower adopts , maintains, or becomes obligated
to make payments under,  any Borrower Benefit Plan in the future (which Borrower
may not do without the prior  written  consent of Agent),  Borrower  shall:  (a)
cause each such  Borrower  Benefit Plan to comply in all material  respects with
the Code and ERISA,  including but not limited to preparing and delivering  each
material  report,  statement  or other  document  required by ERISA and the Code
within the period specified  therein and conforming in form and substance to the
provisions  thereof;  (b) cause any  Borrower  Benefit  Plan that is intended to
satisfy  the  requirements  of  Section  401(a)  of the  Code  to  satisfy  such
requirements  including,  but not limited to obtaining a favorable determination
letter with  respect to each such  Borrower  Benefit  Plan;  and (c) prepare and
deliver and (d) administer each Borrower  Benefit Plan in all material  respects
in  accordance  with the terms of such plan and with  ERISA,  the Code,  and any
other  applicable  law,  except to the  extent any  failure  to comply  with the
preceding  clauses  (a),  (b) or (c) would not have a Material  Adverse  Effect.
Borrower  shall  take  any  actions  necessary  to  terminate  its  status  as a
participating  employer  in any  employee  benefit  plan  (within the meaning of
Section 3(3) of ERISA)  sponsored by an other  entity.  Within ten (10) Business
Days after  receiving  such notice,  Borrower  shall furnish to Agent any notice
received by Borrower relating to an assertion of withdrawal liability imposed by
any Multiemployer Plan upon Borrower or Borrower's controlled group prior to the
Closing  Date,  or relating to any  violation of the  provisions  of the Code or
ERISA  asserted  by the  Department  of  Labor,  the  Pension  Benefit  Guaranty
Corporation  or the  Department  of the  Treasury  with  respect to any Borrower
Benefit  Plan that could  reasonably  be  expected  to have a  Material  Adverse
Effect.

     12.15 Operations and Members.  Borrower shall: (a) duly and lawfully obtain
and maintain its business and  operations  for the mutual benefit of the members
thereof; (b) furnish services,  including  financing,  to its members; (c) limit
its  members  to  farmers,  ranchers,  or  producers  or  harvesters  of aquatic
products;  (d) either (i) allow no member more than 1 vote, or (ii) refrain from
paying  dividends on stock or  membership  capital in excess of 10% per annum or
such lesser amount as is permitted by applicable  state  statutes;  (e) prohibit
any  transfer or  acquisition  of an interest in Borrower if it would  result in
less than 80% of the control of Borrower  being held by  farmers,  producers  or
harvesters  of  aquatic   products;   and  (f)  conduct  its  business  so  that
transactions  with or for  its  members  are at  least  equal  in  value  to its
transactions with nonmembers (other than the United States or agencies thereof).

ARTICLE 13.  NEGATIVE COVENANTS

     From and after the date of this Term Credit  Agreement  until the Bank Debt
is indefeasibly  paid in full and the Syndication  Parties have no obligation to
disburse Loan Proceeds, Borrower agrees that it will observe and comply with the
following covenants:

     13.1  Borrowing.  Borrower  shall not  create,  incur,  assume or permit to
exist:  (a) any  indebtedness  for borrowed  money or for the deferred  purchase
price  of  property  or  services;  (b)  any  contingent  liabilities,  such  as
guarantees;  or (c) any obligations


                                       40
<PAGE>

under leases which have or should have been  characterized as capital leases, as
determined in accordance with GAAP, except for: (u) indebtedness owing under the
Loan  Documents  (including  Section 5.4  hereof),  (v)  indebtedness  under the
Construction  Facility and the Line of Credit Facility,  (w) leases and purchase
money financing of property used in the ordinary  course of Borrower's  business
the aggregate  amount of which does not exceed  $50,000.00 at any one time;  (x)
the  indebtedness  outstanding  on the date  hereof  and which is  described  on
Exhibit 13.1 hereto;  ; and (y)  indebtedness  constituting  any  refinancing or
refunding of indebtedness  described in subparagraphs  (w), (v), (w), and (x) of
this Section,  provided that the principal amount thereof does not increase as a
result of any such  refinancing  or refunding from the balance owing on the date
hereof or on the date of such refinancing or refunding, whichever is lower.

     13.2 No Other  Businesses.  Borrower  shall not  transact  or engage in any
business other than the making of loans to its members and to non-members.

     13.3 Liens.  Borrower will not create, incur, assume or suffer to exist any
mortgage, pledge, lien, charge or other encumbrance on, or any security interest
in, any of the Collateral, except:

          (a) the  security  interests,  mortgages,  pledges,  liens,  or  other
     charges or  encumbrances  resulting from the Loan Documents and arising out
     of the Line of Credit Facility and the Construction Facility;

          (b) liens for taxes or other governmental charges which are not due or
     remain payable  without  penalty,  or are being  contested in good faith by
     appropriate  actions or  proceedings;  provided that such reserves or other
     appropriate  provisions,  if any, as shall be required by GAAP,  shall have
     been made for such taxes or other governmental charges;

          (c) deposits or pledges to secure workmen's compensation, unemployment
     insurance,  old age benefits or other  social  security  obligations  or in
     connection  with or to  secure  the  performance  of bids,  tenders,  trade
     contracts or leases or to secure statutory  obligations or surety or appeal
     bonds or other  pledges or deposits of like nature and all in the  ordinary
     course of business;

          (d) mechanics',  carriers', workmen's, repairmen's or other like liens
     arising in the ordinary  course of business in respect of  obligations  not
     yet due or which  are being  contested  in good  faith  and by  appropriate
     proceedings;

          (e) easements,  rights-of-way,  zoning  restrictions and other similar
     matters  incidental  to  the  ownership  of  property  which  do not in the
     aggregate  materially  detract from the value of such property or assets or
     materially  impair their use in the  operation of the business of Borrower;
     and

          (f) purchase money security interests in property;  provided that: (i)
     such  property  is used in the  ordinary  course  of  Borrower's  business,
     provided that such



                                       41
<PAGE>

     security interests shall attach only to the property so purchased, (ii) the
     amount of the  purchase  money  financing  so  secured  does not exceed the
     amount  permitted  under  Section  13.1,  and (iii) the  purchase  occurred
     subsequent to the Closing Date.

     13.4 Sale of  Assets.  Borrower  will not sell,  convey,  assign,  lease or
otherwise transfer or dispose of, voluntarily, by operation of law or otherwise,
any of the  Collateral to any Person,  except that;  (a) Borrower may dispose of
equipment  which is  obsolete  or no longer  used or useful by  Borrower  in its
business so long as (i) no Event of Default has occurred and is continuing,  and
(ii) the  transfer is made in an arms length  transaction;  and (b) Borrower may
dispose of worn-out equipment so long as (i) if an Event of Default has occurred
and is  continuing,  any  proceeds  are paid to Agent  (for the  benefit  of the
Syndication  Parties)  and (ii) such sales do not  involve  equipment  having an
aggregate  fair  market  value in excess of  $50,000.00  for all such  equipment
disposed of in any calendar year.

     13.5 Liabilities of Others. Borrower will not assume, guarantee, endorse or
otherwise  become  directly  or  contingently  liable  in  connection  with  any
obligation of any other Person.

     13.6  Payments  on  Indebtedness.  Borrower  shall  not make any  principal
payment on any indebtedness except: (a) indebtedness owing hereunder,  under the
Credit  Agreement  (Line of Credit  Facility),  and under the  Credit  Agreement
(Construction Loan Funding); and (b) so long as no Event of Default or Potential
Default shall exist, other  indebtedness  permitted by Section 13.1 of this Term
Credit Agreement.

     13.7 Merger;  Acquisitions;  Etc.  Borrower  shall not merge or consolidate
with any entity, or acquire all or substantially all of the assets of any person
or entity,  or form or create  any new  subsidiary  or  affiliate,  or  commence
operations under any other name,  organization,  or entity,  including any joint
venture.

     13.8 Loans,  Advances and Investments.  Except as provided in Section 13.13
hereof and except for the purchase of CoBank Equity Interests, Borrower will not
make or permit to remain outstanding any loan or advance to, or own, purchase or
acquire any stock,  obligations  or securities  of, or any other interest in, or
make any capital  contribution  to, any Person,  except that  Borrower  may own,
purchase or acquire:

          (a) commercial  paper maturing not in excess of one year from the date
     of acquisition  and rated P1 by Moody's  Investors  Service,  Inc. or A1 by
     Standard & Poor's Corporation on the date of acquisition;

          (b) certificates of deposit in North American commercial banks rated C
     or  better  by  Keefe,  Bruyette  & Woods,  Inc.  or 3 or  better  by Cates
     Consulting  Analysts,  maturing  not in excess of one year from the date of
     acquisition;



                                       42

<PAGE>

          (c) obligations of the United States government or any agency thereof,
     the  obligations of which are  guaranteed by the United States  government,
     maturing,  in each  case,  not in  excess  of one  year  from  the  date of
     acquisition; and

          (d)  repurchase  agreements of any bank or trust company  incorporated
     under the laws of the United  States of America  or any state  thereof  and
     fully   secured   by  a  pledge   of   obligations   issued  or  fully  and
     unconditionally guaranteed by the United States government.

     13.9  Transactions  With  Related  Parties.  Borrower  shall not  purchase,
acquire,  or sell any  equipment,  other  personal  property,  real  property or
services from or to any affiliate,  except in the ordinary  course of Borrower's
business  and upon fair and  reasonable  terms no less  favorable  than would be
obtained by Borrower in a comparable arm's-length  transaction with an unrelated
Person.

     13.10 ERISA. Borrower shall not: (a) adopt, maintain or become obligated to
contribute  to any Borrower  Benefit Plan without the prior  written  consent of
Agent;  (b)  engage  in or  permit  any  transaction  which  could  result  in a
"prohibited transaction" (as such term is defined in Section 406 of ERISA) or in
the imposition of an excise tax pursuant to Section 4975 of the Code; (c) engage
in or permit any  transaction or other event which could result in a "reportable
event" as such term is defined in Section 4043 of ERISA for any Borrower Pension
Plan;  (d) fail to make full  payment when due of all amounts  which,  under the
provisions  of  any  Borrower  Benefit  Plan,  Borrower  is  required  to pay as
contributions  thereto; (e) permit to exist any "accumulated funding deficiency"
(as such term is  defined  in  Section  302 of  ERISA) in excess of  $25,000.00,
whether or not waived,  with respect to any Borrower  Pension Plan;  (f) fail to
make any payments to any  "multiemployer  plan" that Borrower may be required to
make  under  any  agreement  relating  to such  "multiemployer  plan" or any law
pertaining thereto; or (g) terminate any Borrower Pension Plan in a manner which
could result in the imposition of a lien on any property of Borrower pursuant to
Section 4068 of ERISA. Borrower shall not terminate any Borrower Pension Plan so
as to result in any liability to the Pension Benefit  Guaranty  Corporation.  As
used in this  Section,  all terms  enclosed  in  quotation  marks shall have the
meanings  set  forth in ERISA.  Borrower's  failure  to  comply  with any of the
foregoing  provisions of this Section shall not constitute a breach of this Term
Credit  Agreement  or an Event of Default  unless  such  failure  has a Material
Adverse Effect.

     13.11 Payment of Dividends.  Borrower  shall not,  directly or  indirectly,
declare  or pay any  dividends  on  account  of any  shares  of any class of its
capital stock now or hereafter outstanding, or set aside or otherwise deposit or
invest  any sums for such  purpose,  or redeem,  retire,  defease,  purchase  or
otherwise  acquire any shares of any class of its capital stock (or set aside or
otherwise  deposit or invest any sums for such  purpose)  for any  consideration
other  than  common  stock or  apply or set  apart  any sum,  or make any  other
distribution  (by  reduction  or  capital or  otherwise)  in respect of any such
shares or retire capital  equities or other written  notices of  allocation,  or
make any other distribution or allocation of its earnings,  surplus or assets to
any holder of



                                       43

<PAGE>

stock, allocated equities or other written notices of allocation, or agree to do
any of the foregoing;  provided that Borrower may  distribute  patronage-sourced
earnings  annually  in the  form  of  cash  and  qualified  written  notices  of
allocation,  so long as the cash  portion  is the  minimum  amount  required  to
qualify the  distribution  as a deductible  patronage  distribution  for federal
income tax purposes, and such written notices constitute equity and not debt.

     13.12 Change in Fiscal Year. Borrower shall not change its fiscal year from
a year ending on December 31.

     13.13  Extensions of Credit.  Notwithstanding  the  prohibitions of Section
13.8, Borrower may make extensions of credit as follows:

          (a) Underlying Term Loans approved by Agent for funding  hereunder and
     which are included in the Collateral;

          (b) Underlying  Construction Loans approved by Agent for funding under
     the Credit Agreement (Construction Loan Funding); and

          (c) Loans  approved  by Agent for funding  under the Credit  Agreement
     (Line of Credit Loan).

     13.14  Amendment/Waiver  of Provisions of Underlying  Term Loan  Documents.
Borrower shall not, without the prior written consent of Agent,  amend, or agree
to amend,  or waive any material  provision of, or give its consent with respect
to any material  matter under,  any of the Underlying  Term Loan Documents after
originals or copies  thereof have been  delivered to Agent in connection  with a
Request for Underlying Term Loan Activation.

ARTICLE 14.  INDEMNIFICATION

     14.1 General;  Stamp Taxes;  Intangibles Tax.  Borrower agrees to indemnify
and hold  Agent  and each  Syndication  Party  and  their  directors,  officers,
employees,  agents,  professional  advisers  and  representatives  ("Indemnified
Parties")  harmless  from  and  against  any and all  claims,  damages,  losses,
liabilities,  costs or expenses  whatsoever which Agent or any other Indemnified
Party may incur (or which may be claimed against any such  Indemnified  Party by
any  Person),  including  attorneys'  fees  incurred by any  Indemnified  Party,
arising  out  of  or  resulting  from:  (a)  the  material   inaccuracy  of  any
representation  or  warranty  of  Borrower  or  Guarantor  in this  Term  Credit
Agreement or the other Loan Documents;  (b) the material  failure of Borrower or
Guarantor  to perform or comply with any covenant or  obligation  of Borrower or
Guarantor under this Term Credit  Agreement or the other Loan Documents;  or (c)
the  exercise  by Agent of any  right or remedy  set  forth in this Term  Credit
Agreement or the other Loan  Documents,  provided  that  Borrower  shall have no
obligation to indemnify any Indemnified Party against claims,  damages,  losses,
liabilities,  costs  or  expenses  to the  extent  that  a  court  of  competent
jurisdiction renders a final non-appealable



                                       44
<PAGE>

determination that the foregoing are solely the result of the willful misconduct
or gross negligence of such Indemnified  Party. In addition,  Borrower agrees to
indemnify and hold the Indemnified Parties harmless from and against any and all
claims, damages, losses,  liabilities,  costs or expenses whatsoever which Agent
or any other  Indemnified  Party may incur (or which may be claimed  against any
such Indemnified Party by any Person), including attorneys' fees incurred by any
Indemnified Party, arising out of or resulting from the imposition or nonpayment
by  Borrower  of any stamp tax,  intangibles  tax, or similar tax imposed by any
state,  including any amounts owing by virtue of the assertion that the property
valuation  used to calculate any such tax was  understated.  Borrower shall have
the right to assume the  defense  of any claim as would give rise to  Borrower's
indemnification  obligation  under  this  Section  with  counsel  of  Borrower's
choosing so long as such defense is being diligently and properly  conducted and
Borrower shall establish to the Indemnified Party's satisfaction that the amount
of such claims are not, and will not be,  material in  comparison  to the liquid
and unrestricted  assets of Borrower available to respond to any award which may
be granted on account of such claim.  So long as the conditions of the preceding
sentence are met, Indemnified Party shall have no further right to reimbursement
of attorney's fees incurred thereafter. The obligation to indemnify set forth in
this Section shall  survive the  termination  of this Term Credit  Agreement and
other covenants.

     14.2 Indemnification  Relating to Hazardous Substances.  Borrower shall not
locate,  produce,  treat,  transport,  incorporate,  discharge,  emit,  release,
deposit or dispose of any Hazardous  Substance in, upon, under, over or from any
property owned or held by Borrower,  except in accordance with all Environmental
Regulations;  Borrower  shall not permit any Hazardous  Substance to be located,
produced, treated,  transported,  incorporated,  discharged,  emitted, released,
deposited,  disposed of or to escape in, upon,  under, over or from any property
owned or held by Borrower, except in accordance with Environmental  Regulations;
and  Borrower  shall  comply  with  all  Environmental   Regulations  which  are
applicable to such property.  If Agent reasonably believes that an Environmental
Regulation  has been violated by Borrower's  activities  upon property  owned or
held by Borrower,  and if Agent so  requests,  Borrower  shall have  prepared an
environmental  review,  audit,  assessment and/or report relating to the subject
property,  at  Borrower's  sole  cost  and  expense,  by an  engineer  or  other
environmental expert acceptable to Agent. If, however, the environmental review,
audit,  assessment  and/or report reveals that no  Environmental  Regulation has
been violated, Agent shall reimburse Borrower for the costs and expenses of such
engineer  or other  environmental  expert in  completing  such  audit or report.
Borrower shall indemnify the Indemnified  Parties  against,  and shall reimburse
the Indemnified Parties for, any and all claims, demands, judgments,  penalties,
liabilities,  costs, damages and expenses,  including court costs and attorneys'
fees  incurred  by the  Indemnified  Parties  (prior to  trial,  at trial and on
appeal) in any action against or involving the  Indemnified  Parties,  resulting
from  any  breach  of the  foregoing  covenants,  or from the  discovery  of any
Hazardous  Substance in, upon,  under or over, or emanating from, such property,
it being the intent of Borrower and the Indemnified Parties that the Indemnified
Parties shall have no liability or responsibility  for damage or injury to human
health,  the  environmental or natural


                                       45

<PAGE>

resources caused by, for abatement and/or clean-up of, or otherwise with respect
to, Hazardous  Substances by virtue of the interest of Agent, or any Syndication
Party,  in the property  created by any documents  securing Bank Debt (including
without  limitation  the  Loan  Documents)  or as the  result  of  Agent  or any
Syndication Party exercising any of its rights or remedies with respect thereto,
including  but not  limited to  becoming  the owner  thereof by  foreclosure  or
conveyance in lieu of foreclosure. The foregoing covenants of this Section shall
be deemed continuing  covenants for the benefit of the Indemnified  Parties, and
any successors and assigns of the Indemnified Parties, including but not limited
to the holder of any  certificate  of purchase,  any  transferee of the title of
Agent or any  Syndication  Party or any  subsequent  owner of the property,  and
shall survive the  satisfaction  or release of any lien, any  foreclosure of any
lien and/or any  acquisition  of title to the  property  or any part  thereof by
Agent or any Syndication Party, or anyone claiming by, through or under Agent or
any  Syndication  Party or Borrower by deed in lieu of foreclosure or otherwise.
Any amounts  covered by the foregoing  indemnification  shall bear interest from
the date incurred at the Default Interest Rate, shall be payable on demand,  and
shall be secured by the Security Documents. The indemnification and covenants of
this Section shall  survive the  termination  of this Term Credit  Agreement and
other covenants.

ARTICLE 15.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES

     15.1 Events of Default. The occurrence of any of the following events (each
an "Event of Default") shall, at the option of Agent,  make the entire Bank Debt
immediately due and payable  (provided,  that in the case of an Event of Default
under  Subsection  15.1(f) all amounts  owing under the Notes and the other Loan
Documents shall automatically and immediately become due and payable without any
action by or on behalf of Agent), and Agent may exercise all rights and remedies
for the collection of any amounts outstanding hereunder and take whatever action
it deems necessary to secure itself, all without notice of default,  presentment
or demand for payment,  protest or notice of  nonpayment  or dishonor,  or other
notices or demands of any kind or character:

          (a)  Failure of  Borrower to pay within five (5) days of the date when
     due,  whether  by  acceleration  or  otherwise,  any of the  Bank  Debt  in
     accordance with this Term Credit Agreement or the other Loan Documents.

          (b) Any representation or warranty set forth in any Loan Document, any
     Commitment  Request,  Request for Term Loan  Activation,  Advance  Request,
     Village Farms  Advance  Request,  or in the Guaranty or Guarantor  Security
     Documents,  or in connection with any transaction  contemplated by any such
     document,  shall  prove  in any  material  respect  to have  been  false or
     misleading when made by Borrower or Guarantor.

          (c) Any  default  by  Borrower  or  Guarantor  in the  performance  or
     compliance  with the  covenants,  promises,  conditions  or  provisions  of
     Sections 12.3, 12.8, 12.12, 13.1, 13.3, 13.4, 13.5, 13.7, 13.11,  13.12, or
     13.14 of this Term Credit  Agreement,  or Sections 9.1, 9.3, 9.4, 9.5, 9.6,
     9.8, 9.9, or 9.13 of the Guaranty.



                                       46
<PAGE>

          (d) Any breach of the  covenants  set forth in  Sections  12.2,  12.9,
     12.10 (except as provided in Section 15.1(e)),  12.13,  12.14, 12.15, 13.6,
     13.8,  13.9,  or 13.10 of this Term Credit  Agreement or Sections 9.2, 9.7,
     9.10, or 9.11 of the Guaranty, and such failure continues for five (5) days
     after Borrower learns of such failure to comply,  whether by Borrower's own
     discovery or through notice from Agent.

          (e) The failure of Borrower or  Guarantor  to pay when due, or failure
     to perform or observe any other obligation or condition with respect to any
     of the  following  obligations  to any  Person,  beyond any period of grace
     under the instrument  creating such  obligation:  (i) any  indebtedness for
     borrowed money or for the deferred  purchase price of property or services,
     (ii)  any  obligations   under  leases  which  have  or  should  have  been
     characterized as capitalized leases, as determined in accordance with GAAP,
     or  (iii)  any  contingent  liabilities,   such  as  guaranties,   for  the
     obligations of others  relating to  indebtedness  for borrowed money or for
     the  deferred  purchase  price of  property  or  services  or  relating  to
     obligations  under leases which have or should have been  characterized  as
     capitalized leases, as determined in accordance with GAAP; provided that no
     such failure will be deemed to be an Event of Default  hereunder unless and
     until the aggregate  amount owing under  obligations  with respect to which
     such failures have occurred and are continuing is at  least$50,000.00 as to
     Borrower, and/or at least $50,000.00 as to Guarantor.

          (f) Borrower or Guarantor  applies for or consents to the  appointment
     of a trustee or receiver for any part of its  properties;  any  bankruptcy,
     reorganization, debt arrangement,  dissolution or liquidation proceeding is
     commenced or consented to by Borrower or Guarantor;  or any application for
     appointment of a receiver or a trustee,  or any proceeding for  bankruptcy,
     reorganization,  debt  management or  liquidation is filed for or commenced
     against  Borrower or Guarantor,  and is not  withdrawn or dismissed  within
     sixty (60) days thereafter.

          (g)  Failure  of  Borrower  or  Guarantor  to  comply  with any  other
     provision  of this Term Credit  Agreement or the other Loan  Documents  not
     constituting  an Event of Default under any of the preceding  provisions of
     this Section  15.1,  and such failure  continues for thirty (30) days after
     Borrower  or  Guarantor  learns  of such  failure  to  comply,  whether  by
     Borrower's or Guarantor's own discovery or through notice from Agent.

          (h) The Guaranty or the Guarantor  Security  Documents  shall,  at any
     time after their execution,  cease to be in full force and effect, or shall
     be revoked or declared  null and void,  or the  validity or  enforceability
     thereof  shall be  contested  by  Guarantor,  or  Guarantor  shall deny any
     further liability or obligation thereunder,  or shall be in default or fail
     to perform its  obligations  thereunder,  or any covenant or agreement  set
     forth  therein  shall be  breached,  or  Guarantor  should  breach or be in
     default under the terms of any of the Guarantor Security Documents.

          (i) The occurrence of an event of default,  unless and until a written
     waiver  thereof  has  been  granted  by the  Agent  thereunder,  under  the
     following



                                       47
<PAGE>

     agreements of even date herewith and executed by and between  Borrower,  as
     borrower thereunder,  CoBank as agent and (alone, or with any other Person)
     as a syndication  party  thereunder:  Credit Agreement  (Construction  Loan
     Funding), and Credit Agreement (Line of Credit Facility).

          (j) The  entry of one or more  judgments  in an  aggregate  amount  in
     excess of  $50,000.00  against  Borrower  and/or  in excess of  $100,000.00
     against  Guarantor  in either  case not stayed,  discharged  or paid within
     thirty (30) days after entry.

          (k) The  occurrence of an event of default under any  Underlying  Term
     Loan.

     15.2 No Advances.  The  Syndication  Parties  shall have no  obligation  to
disburse Loan Proceeds if a Potential Default or an Event of Default shall occur
and be continuing.

     15.3 Rights and Remedies.  In addition to the remedies set forth in Section
15.1 and 15.2 of this Term Credit Agreement,  upon the occurrence of an Event of
Default,  Agent shall,  subject to the  provisions  of Section  15.4 hereof,  be
entitled  to  exercise  all the rights and  remedies  provided  in the  Security
Documents and other Loan Documents and by any applicable law, including, without
limitation,  the Uniform  Commercial Code as enacted in the state of Colorado or
the state where the Collateral is located at such time, whichever provides Agent
with greater rights. Each and every right or remedy granted to Agent pursuant to
this Term Credit Agreement and the other Loan Documents, or allowed Agent by law
or  equity,  shall  be  cumulative.  Failure  or  delay  on the part of Agent to
exercise  any such right or remedy  shall not operate as a waiver  thereof.  Any
single  or  partial  exercise  by Agent of any such  right or  remedy  shall not
preclude  any future  exercise  thereof or the  exercise  of any other  right or
remedy.

     15.4 Limitation on Rights and Remedies.  Notwithstanding  the provisions of
Section  15.3  hereof,  when the sole  Event of  Default  is an Event of Default
caused by Section 15.1(k) hereof, Agent will, for a period of time designated by
Agent in its sole  discretion,  refrain from  accelerating  the Loan if Borrower
promptly (a) proposes,  and diligently pursues, a course of action (for example,
for collection,  restructuring,  or assignment)  with respect to such Underlying
Term Loan to which course of action the Super  Majority give Agent their written
approval in their sole discretion;  (b) ceases making advances  thereunder;  and
(c) charges  interest on such Underlying Term Loan at the default rate specified
in the relevant Underlying Term Loan Documents).

ARTICLE 16.  AGENCY AGREEMENT

     16.1 Funding of Syndication Interest. (a) Each Syndication Party, severally
but not jointly,  hereby irrevocably agrees to fund its Syndication Share of all
Advances  from  time to time  pursuant  to the terms  and  conditions  contained
herein;  provided that no Syndication Party shall be required to fund an Advance
in an amount such that the


                                       48

<PAGE>

aggregate  principal  balance owing to such Syndication Party after such funding
would be in excess of such Syndication  Party's Maximum Syndication Amount. Each
Syndication Party's interest in the Advances ("Syndication  Interest") hereunder
shall be without recourse to Agent or any other  Syndication Party and shall not
be  construed  as a loan  from any  Syndication  Party  to  Agent  or any  other
Syndication Party.

     16.2  Syndication  Parties'  Obligations to Remit Funds.  Each  Syndication
Party  agrees to remit the amount of each  Advance  requested by Borrower as set
forth  in each  Notice  of Loan  Advance  multiplied  by its  Syndication  Share
("Advance  Payment") as such Notice of Loan  Advance may be sent,  in the manner
provided in Section 16.3 hereof, from time to time for Advances to be made under
the Loan on or prior to the Maturity Date.

     16.3 Notice and Timing of Each  Advance  Payment.  On the  Business  Day on
which Agent  approves an Advance  Request for funding,  Agent shall provide each
Syndication  Party with a notice in  substantially  the form attached  hereto as
Exhibit 16.3 ("Notice of Loan  Advance"),  indicating,  among other things,  the
amount ("Loan Advance Amount") and Advance Date of the requested Advance and the
amount of the Syndication Party's Advance Payment.  Each syndication Party shall
remit its Advance Payment  directly to Agent on the date specified in the Notice
of Loan  Advance  which shall not be later than the Advance  Date  ("Syndication
Party Advance Date").

     16.4  Syndication  Party's Failure to Remit Funds.  If a Syndication  Party
("Delinquent  Syndication  Party") fails to remit its Advance Payment in full by
11:00 a.m. Central time on the Syndication Party Advance Date (the unpaid amount
of any such payment being hereinafter  referred to as the "Delinquent  Amount"),
in addition to any other remedies  available  hereunder,  any other  Syndication
Party or  Syndication  Parties  may,  but shall  not be  obligated  to,  pay the
Delinquent  Amount (the Syndication  Party or Syndication  Parties which advance
such  Delinquent  Amount  are  referred  to  as  the  "Contributing  Syndication
Parties"),  in which  case (a) the  Delinquent  Amount  which  any  Contributing
Syndication Party pays shall not count as an Advance Payment against the Maximum
Syndication Amount of the Contributing Syndication Party, and (b) the Delinquent
Syndication  Party shall be  obligated  to pay to Agent,  for the account of the
Contributing Syndication Parties, interest on the Delinquent Amount at a rate of
interest equal to the rate of interest which Borrower is obligated to pay on the
Delinquent  Amount  ("Delinquency  Interest")  until the Delinquent  Syndication
Party remits the full Delinquent  Amount and remits all Delinquency  Interest to
Agent,  which will  distribute  such  payments to the  Contributing  Syndication
Parties  (pro rata based on the amount of the  Delinquent  Amount  which each of
them (if more than one)  paid) on the same  Business  Day as such  payments  are
received by Agent if received no later than 11:00 a.m.  Central time or the next
Business  Day if received by Agent  thereafter.  In addition,  the  Contributing
Syndication  Parties shall be entitled to share, on the same pro rata basis, and
Agent shall pay over to them, for application against  Delinquency  Interest and
the Delinquent Amount, the Delinquent  Syndication Party's Payment  Distribution
and any fee  distributions  made under Section 16.11 hereof until the Delinquent
Amount and all Delinquency  Interest have been paid in full. For voting



                                       49

<PAGE>

purposes the Agent shall  readjust  the  Syndication  Shares of such  Delinquent
Syndication  Party and the  Contributing  Syndication  Parties from time to time
first to  reflect  the  advance  of the  Delinquent  Amount by the  Contributing
Syndication  Parties,  and then to reflect the full or partial  reimbursement to
the Contributing  Syndication Parties of such Delinquent Amount. In the event no
Syndication  Party elects to pay the Delinquent  Amount with respect to any Loan
Advance Amount but Borrower elects to receive such Loan Advance Amount (less the
Delinquent Amount),  the proportionate  share of Payment  Distributions to which
the Delinquent Syndication Party is entitled and its proportionate voting rights
shall be  adjusted  to reflect  its  failure to pay the  Delinquent  Amount.  As
between  the  Delinquent  Syndication  Party  and the  Contributing  Syndication
Parties, the Delinquent Syndication Party's interest in its Note shall be deemed
to have been partially assigned to the Contributing  Syndication  Parties in the
amount  of  the  Delinquent  Amount  and  Delinquency   Interest  owing  to  the
Contributing Syndication Parties from time to time.

     16.5 Agency Appointment.  Each of the Syndication Parties hereby designates
and  appoints  Agent to act as agent to  service  and  collect  the Loan and its
respective Note and to take such action on behalf of such Syndication Party with
respect to the Loan and such Note,  and to  execute  such  powers and to perform
such  duties,  as  specifically  delegated  or  required  herein,  as well as to
exercise  such  powers and to perform  such  duties as are  reasonably  incident
thereto,  and to receive and benefit from such fees and  indemnifications as are
provided  for or set forth  herein,  until such time as a successor is appointed
and qualified to act as Agent.

     16.6 Power and Authority of Agent.  Without  limiting the generality of the
power and authority  vested in Agent pursuant to Section 16.5 hereof,  the power
and authority vested in Agent includes, but is not limited to, the following:

     16.6.1  Advice.  To  solicit  the  advice  and  assistance  of  each of the
Syndication  Parties  concerning the administration of the Loan and the exercise
by Agent of its various rights,  remedies,  powers, and discretions with respect
thereto.

     16.6.2 Documents. To execute, seal, acknowledge,  and deliver as Agent, all
such instruments as may be appropriate in connection with the  administration of
the Loan and the exercise by Agent of its various rights with respect thereto.

     16.6.3 Proceedings. To initiate,  prosecute, defend, and to participate in,
actions  and  proceedings  in its name as Agent for the  ratable  benefit of the
Syndication Parties.

     16.6.4 Retain Professionals.  To retain attorneys,  accountants,  and other
professionals to provide advice and professional  services to Agent,  with their
fees and  expenses  reimbursable  to Agent by  Syndication  Parties  pursuant to
Section 16.18 hereof.



                                       50
<PAGE>

     16.6.5 Incidental Powers. To exercise powers reasonably incident to Agent's
discharge of its duties enumerated in Section 16.7 hereof.

     16.7 Duties of Agent.  The duties of Agent  hereunder  shall consist of the
following:

     16.7.1  Possession  of  Documents.  To safekeep one original of each of the
Loan  Documents  other than the Notes  (which will be in the  possession  of the
Syndication Party named as payee therein).

     16.7.2  Distribute  Payments.  To receive and distribute to the Syndication
Parties payments made by Borrower pursuant to the Loan Documents.

     16.7.3  Collections.  Subject to the provisions of Section 16.9 hereof, to,
on  behalf  of and  for the  ratable  benefit  of all  Syndication  Parties,  in
accordance  with customary  banking  practices,  exercise all rights,  remedies,
powers, privileges, and discretion to which Agent is entitled to collect amounts
owing under the Loan and the Notes.

     16.8 Agent's Resignation or Removal. Agent may resign at any time by giving
at least sixty (60) days' prior written notice of its intention to do so to each
of the Syndication  Parties.  After the receipt of such notice,  the Syndication
Parties holding in the aggregate at least 66 2/3% of the  Syndication  Shares of
the Loan ("Majority Lenders") shall appoint a successor  ("Successor Agent"). If
(a) no  Successor  Agent  shall  have been so  appointed  which is either  (i) a
Syndication  Party,  or (ii)  if not a  Syndication  Party,  which  is a  Person
approved by  Borrower,  or (b) if such  Successor  Agent has not  accepted  such
appointment,  in either  case  within  forty-five  (45) days after the  retiring
Agent's  giving  of such  notice of  resignation,  then the  retiring  Agent may
appoint a Successor  Agent which  shall be a bank or a trust  company  organized
under the laws of the United States of America or any state thereof and having a
combined  capital,  surplus and undivided profit of at least  $250,000,000.  Any
Agent may be removed upon the written demand of the Super Majority, which demand
shall  also  appoint a  Successor  Agent.  Upon the  appointment  of a new Agent
hereunder, the term "Agent" shall for all purposes of this Term Credit Agreement
thereafter mean such successor. After any retiring Agent's resignation hereunder
as Agent,  or the removal  hereunder of any Agent,  the  provisions of this Term
Credit  Agreement shall continue to inure to the benefit of such Agent as to any
actions  taken or omitted  to be taken by it while it was Agent  under this Term
Credit Agreement.

     16.9 Consent  Required for Certain  Actions.  Except as provided in Section
15.4  hereof,  Agent  may not take  any of the  following  actions  (nor may the
Syndication  Parties take the action  described in  Subsection  16.9.1(c))  with
respect to, or under,  the Loan  Documents  without the prior  written  consent,
given after  notification  by Agent of its intention to take any such action (or
notification by such  Syndication  Parties as are proposing the action described
in Subsection  16.9.1(c) of their  intention to do so), of  Syndication  Parties
holding in the aggregate, at the time of such notification:



                                       51
<PAGE>

     16.9.1  Unanimous.  One hundred  percent (100%) of the  Syndication  Shares
before:

          (a) Agreeing to an increase in the Aggregate  Commitment  amount or an
     extension of the Maturity Date;

          (b)  Agreeing to a reduction  in the amount,  or to a delay in the due
     date, of any payment by Borrower of interest, principal, or fees; provided,
     however,  this restriction shall not apply to a delay in payment granted by
     Agent in the ordinary course of administration of the Loan and the exercise
     of reasonable  judgment (so long as such payment delay does not exceed five
     (5) days);

          (c) Reducing the voting rights percentage set forth in this Subsection
     16.9.1; or

          (d) Releasing the lien on any of the  Collateral  except in connection
     with the full  payment of the  Underlying  Term Loan with  respect to which
     such Collateral relates.

     16.9.2 Majority Lenders.  A sufficient  interest to constitute the Majority
Lenders before:

          (a) Consenting to any action,  amendment,  or granting any waiver, not
     covered in Subsection 16.9.1; or

          (b) Agreeing to amend Article 16 of this Term Credit Agreement.

If no written consent or denial is received from a Syndication Party within five
(5) Business  Days after written  notice of any proposed  action as described in
this Section is delivered to such Syndication  Party by Agent,  such Syndication
Party shall be conclusively deemed to have consented thereto for the purposes of
this Section.

     16.10 Distribution of Principal and Interest. Agent will receive and accept
all payments (including  prepayments) of principal and interest made by Borrower
on the Loan and the  Notes  and will  hold all such  payments  in trust  for the
benefit of all present and future  Syndication  Parties,  and, if  requested  in
writing by the Majority  Lenders,  in an account  segregated  from Agent's other
funds  and  accounts  ("Payment  Account").  After the  receipt  by Agent of any
payment  representing  interest or principal  on the Loan,  Agent shall remit to
each  Syndication  Party an  amount  equal to such  payment,  multiplied  by the
Syndication Party's Syndication Share ("Payment Distribution") no later than the
same Business Day as such payment is received by Agent if received no later than
11:00  a.m.  Central  Time  or the  next  Business  Day  if  received  by  Agent
thereafter.  Any Syndication Party's rights to its Payment Distribution shall be
subject to the rights of any Contributing Syndication Parties to such amounts as
set forth in Section 16.4 hereof.


<PAGE>

     16.11 Distribution of Certain Fees and Amounts. Agent shall (a) receive and
hold in trust for the benefit of all present and future Syndication  Parties, in
the  Payment  Account  and, if  requested  in writing by the  Majority  Lenders,
segregated  from  Agent's  other funds and  accounts  and (b) shall remit to the
Syndication Parties, as indicated, the fees and other amounts described below:

     16.11.1  Commitment  Fee. The quarterly  Commitment Fee paid by Borrower to
Agent in connection with the Loan shall be distributed to Syndication Parties in
accordance  with  their  respective  Syndication  Shares no later  than the same
Business Day that payment of such fee is received by Agent, if received no later
than 11:00 a.m.  Central  Time,  or the next  Business  Day if received by Agent
thereafter.

     16.11.2 Funding  Losses.  The amount of any Funding Losses paid by Borrower
to Agent in connection with a prepayment of any portion of a Fixed Loan shall be
distributed  to the  Syndication  Parties in  accordance  with their  respective
Syndication  Shares no later  than the same  Business  Day that  payment of such
Funding  Losses is  received by Agent,  if received no later than 11:00  Central
time, or the next Business Day if received by Agent thereafter.

     16.12  Possession of Loan  Documents.  The Loan  Documents  (other than the
Notes) shall be held by Agent in its name, for the ratable benefit of itself and
the other Syndication Parties without preference or priority.

     16.13  Collateral  Application.  The  Syndication  Parties  shall  have  no
interest  in any other loans made to  Borrower  by any other  Syndication  Party
other than the Loan, or in any property  taken as security for any other loan or
loans made to Borrower by any other Syndication Party, or in any property now or
hereinafter in the possession or control of any other Syndication  Party,  which
may be or become  security for the Loan solely by reason of the  provisions of a
security  instrument that would cause such security  instrument and the property
covered  thereby  to  secure  generally  all  indebtedness  owing to such  other
Syndication  Party.  Notwithstanding  the  foregoing,  to the extent  such other
Syndication  Party  applies  such  funds or the  proceeds  of such  property  to
reduction of the Loan,  such other  Syndication  Party shall share such funds or
proceeds with all Syndication Parties according to their respective  Syndication
Shares.  In the event that any Syndication  Party shall obtain payment,  whether
partial  or full,  from any source in  respect  of the Loan,  including  without
limitation  payment by reason of the  exercise  of a right of  offset,  banker's
lien,  general  lien,  or  counterclaim,   reducing  such  Syndication   Party's
outstanding balance in the Loan to below its Syndication Share, such Syndication
Party will promptly make such adjustments  (which may include payment in cash or
the purchase of further  syndications or  participations in the Loan) to the end
that such excess payment shall be shared with all other  Syndication  Parties in
accordance with their respective Syndication Shares.

     16.14  Amounts  Required  to be  Returned.  If Agent makes any payment to a
Syndication  Party in  anticipation of the receipt of final funds from Borrower,
and such funds are not received  from  Borrower,  or if excess funds are paid by
Agent to any

                                       52

<PAGE>

Syndication  Party as the result of a miscalculation  by Agent, then Syndication
Party shall,  on demand of Agent,  forthwith  return to Agent any such  amounts,
plus interest  thereon (from the day such amounts were  transferred  by Agent to
the Syndication  Party to, but not including,  the day such amounts are returned
by  Syndication  Party) at a rate per annum equal to the  Federal  Funds Rate in
effect on the date of such demand. If Agent is required at any time to return to
Borrower or a trustee, receiver, liquidator,  custodian, or similar official any
portion of the  payments  made by  Borrower  to Agent,  whether  pursuant to any
bankruptcy or insolvency  law or otherwise,  then  Syndication  Party shall,  on
demand of Agent,  forthwith  return to Agent any such  payments  transferred  to
Syndication  Party by Agent but  without  interest or penalty  (unless  Agent is
required  to pay  interest or penalty on such  amounts to the person  recovering
such payments).

     16.15  Reports and  Information  to  Syndication  Parties.  Agent shall use
reasonable  efforts to provide to  Syndication  Parties,  as soon as practicable
after  actual  knowledge  thereof is  acquired by an officer  thereof  primarily
responsible  for Agent's  duties as such with  respect to the Loan or  primarily
responsible for the credit relationship  between Agent and Borrower:  (a) notice
of the  existence  of any Event of Default or Potential  Default  under the Loan
Documents, and (b) any material factual information which has a material adverse
effect on the  creditworthiness  of Borrower and Borrower hereby authorizes such
disclosure by Agent to the Syndication Parties.  Failure of Agent to provide the
information  referred to in this Section shall not result in any liability upon,
or right  to make a claim  against,  Agent  except  where a court  of  competent
jurisdiction renders a final non-appealable determination that such failure is a
result of the  willful  misconduct  or gross  negligence  of Agent.  Syndication
Parties acknowledge and agree that all information and reports received pursuant
to this Term Credit  Agreement will be received in confidence in connection with
their  Syndication  Interest,  and that such information and reports  constitute
confidential  information and shall not be disclosed to any third party,  except
pursuant to appropriate legal or regulatory process, (or used by the Syndication
Party except in connection with the Loan and its Syndication  Interest)  without
the prior written consent of Agent or Borrower, as applicable.

     16.16 Standard of Care.  Agent shall not be liable to  Syndication  Parties
for any error in judgment  or for any action  taken or not taken by Agent or its
agents,  except for its gross negligence or willful  misconduct.  Subject to the
preceding sentence,  Agent will exercise the same care in administering the Loan
and the Loan  Documents as it exercises for similar loans which it holds for its
own account and risk, and Agent shall not have any further responsibility to the
Syndication  Parties.  Without  limiting  the  foregoing,  Agent may rely on the
advice of counsel  concerning  legal  matters  and on any  written  document  it
believes to be genuine and correct and to have been signed or sent by the proper
Person or Persons.

     16.17 No Trust  Relationship.  Neither  the  execution  of this Term Credit
Agreement, nor the sharing in the Loan, nor the holding of the Loan Documents in
its name by Agent,  nor the management and  administration  of the Loan and Loan



                                       53
<PAGE>

Documents  by Agent  (including  the  obligation  to hold  certain  payments and
proceeds in the Payment Account in trust for the Syndication  Parties),  nor any
other right,  duty or  obligation of Agent under or pursuant to this Term Credit
Agreement  is  intended  to be or  create,  and none of the  foregoing  shall be
construed  to  be  or  create,  any  express,   implied  or  constructive  trust
relationship  between Agent and any Syndication  Party.  Each Syndication  Party
hereby  agrees and  stipulates  that  Agent is not  acting as  trustee  for such
Syndication Party with respect to the Loan, this Term Credit  Agreement,  or any
aspect of either, or in any other respect.

     16.18  Sharing of Costs and  Expenses.  To the extent not paid by Borrower,
each  Syndication  Party will  promptly  upon demand  reimburse  Agent,  ratably
according to their  respective  Syndication  Shares,  for all reasonable  costs,
disbursements,  and expenses incurred by Agent on or after the date of this Term
Credit Agreement for legal, accounting,  consulting, and other services rendered
to Agent in its role as Agent in the  administration  of the Loan,  interpreting
the Loan  Documents,  and  protecting,  enforcing,  or otherwise  exercising any
rights, both before and after default by Borrower under the Loan Documents,  and
including,  without  limitation,  all costs and expenses  incurred in connection
with any bankruptcy proceedings;  provided, however, that the costs and expenses
to be shared in  accordance  with this  Section  shall not  include any costs or
expenses incurred by CoBank solely as a Syndication Party in connection with the
Loan, nor to Agent's internal costs and expenses.

     16.19  Syndication   Parties'   Indemnification   of  Agent.  Each  of  the
Syndication Parties agree to indemnify Agent, including any Successor Agent, and
its  directors,   officers,   employees,   agents,   professional  advisers  and
representatives ("Indemnified Agency Parties"), (to the extent not reimbursed by
Borrower,  and without in any way limiting the obligation of Borrower to do so),
ratably according to their respective  Syndication  Shares, from and against any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits, costs, expenses or disbursements of any kind whatsoever which
may at any  time  (including,  without  limitation,  at any time  following  the
payment of the Loan and/or the  expiration  or  termination  of the  Syndication
Interests or this Term Credit  Agreement) be imposed on, incurred by or asserted
against Agent (or any of the  Indemnified  Agency Parties while acting for Agent
or for any  Successor  Agent) in any way relating to or arising out of this Term
Credit  Agreement or the Loan  Documents,  or the  performance  of the duties of
Agent hereunder or thereunder or any action taken or omitted while acting in the
capacity of Agent under or in  connection  with any of the  foregoing;  provided
that the Syndication  Parties shall not be liable for the payment of any portion
of  such  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits,  costs,  expenses or disbursements  of an Indemnified  Agency
Party to the extent that any of the forgoing result from the gross negligence or
willful  misconduct of that Indemnified Agency Party as determined by a court of
competent  jurisdiction.  The agreements  and  obligations in this Section shall
survive the payment of the Loan, the Syndication  Interests,  and the expiration
or termination of this Term Credit Agreement.



                                       54
<PAGE>

     16.20 Books and  Records.  Agent shall  maintain  such books of account and
records  relating  to the Loan as it  maintains  with  respect to other loans of
similar  type and amount,  and which shall  clearly and  accurately  reflect the
Syndication  Interest of each Syndication Party.  Syndication  Parties, or their
agents,  may inspect such books of account and records at all  reasonable  times
during Agent's regular business hours.

     16.21  Administrative Agent Fee. CoBank shall not be entitled to any fee or
compensation  other  than  the  Administrative  Agent  Fee for  acting  as Agent
("Administrative  Agent Fee"). In the event the Successor Agent is contractually
entitled to an additional  fee, each  Syndication  Party will be responsible for
the amount thereof multiplied by their Syndication Share.

     16.22  Representations  and  Warranties  of All  Parties.  Agent  and  each
Syndication Party represents and warrants that (a) the making and performance of
this Term Credit  Agreement is within its power and has been duly  authorized by
all necessary  corporate and other action by it, (b) this Term Credit  Agreement
is in compliance with all applicable laws and regulations promulgated under such
laws and does not  conflict  with nor  constitute  a breach  of its  charter  or
by-laws  nor any  agreements  by which it is  bound,  and does not  violate  any
judgment,  decree or governmental or  administrative  order,  rule or regulation
applicable  to it,  (c) no  approval,  authorization  or  other  action  by,  or
declaration to or filing with, any governmental or  administrative  authority or
any other Person is required to be obtained or made by it in connection with the
execution,  delivery  and  performance  of its  duties  under  this Term  Credit
Agreement,  and (d) this Term Credit Agreement has been duly executed by it, and
constitutes the legal, valid, and binding obligation of such Person, enforceable
in accordance with its terms,  except as such  enforceability  may be limited by
applicable bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws  affecting  the  rights  of  creditors   generally  and  general  equitable
principles  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding  at law or in  equity).  Each  Syndication  Party  that is a state or
national  bank  represents  and  warrants  that  the act of  entering  into  and
performing its obligations under this Term Credit Agreement has been approved by
its board of directors or its loan  committee  and such action was duly noted in
the written minutes of the meeting of such board or committee,  and that it will
furnish  Agent with a  certified  copy of such  minutes or an excerpt  therefrom
reflecting such approval.

     16.23  Representations  and  Warranties of CoBank.  CoBank,  in its role as
Syndication  Party and as Agent,  makes no express or implied  representation or
warranty and assumes no responsibilities  with respect to the due authorization,
execution,  or delivery of the Loan Documents;  the accuracy of any information,
statements,  or certificates  provided by Borrower,  the legality,  validity, or
enforceability  of the Loan Documents;  the filing or recording of any document;
the  collectibility  of the Loan; the  performance by any Borrower of any of its
obligations under the Loan Documents;  or the financial condition or solvency of
any Borrower or any other party obligated with respect to the Loan.



                                       55
<PAGE>

     16.24 Syndication  Parties'  Independent Credit Analysis.  Each Syndication
Party  acknowledges  receipt of true and  correct  copies of all Loan  Documents
(other than any Note  payable to another  Syndication  Party)  from Agent.  Each
Syndication  Party agrees and represents that it has relied upon its independent
review (a) of the Loan Documents, and (b) any information independently acquired
by such  Syndication  Party from Borrower or otherwise in making its decision to
acquire an interest in the Loan  independently and without reliance on CoBank or
Agent.  Each Syndication Party represents and warrants that it has obtained such
information as it deems necessary  (including any information  such  Syndication
Party  independently  obtained  from  Borrower  or  others)  prior to making its
decision to acquire an  interest in the Loan.  Each  Syndication  Party  further
agrees  and  represents  that it has  made  its  own  independent  analysis  and
appraisal  of  and  investigation  into  each  Borrower's  authority,  business,
operations,  financial  and other  condition,  creditworthiness,  and ability to
perform its  obligations  under the Loan Documents and has relied on such review
in making its  decision  to acquire an interest  in the Loan.  Each  Syndication
Party agrees that it will continue to rely solely upon its independent review of
the facts and  circumstances  related to  Borrower,  and without  reliance  upon
CoBank or Agent, in making future decisions with respect to all matters under or
in connection with the Loan Documents and its  participation in the Loan. CoBank
and Agent assume no  responsibility  for the financial  condition of Borrower or
any  Underlying  Term  Loan  Borrower  or  for  the  performance  of  Borrower's
obligations  under the Loan Documents nor for the  performance of any Underlying
Term  Borrower of its  obligations  under the  Underlying  Term Loan  Documents.
Except as otherwise  expressly  provided  herein,  neither  CoBank nor any other
Syndication  Party shall have any duty or responsibility to furnish to any other
Syndication  Parties any credit or other information  concerning  Borrower which
may come into its possession.

     16.25 No Joint Venture or  Partnership.  Neither the execution of this Term
Credit  Agreement,  the  sharing  in the  Loan,  nor any  agreement  to share in
payments or losses arising as a result of this  transaction is intended to be or
to create,  and the  foregoing  shall not be construed  to be, any  partnership,
joint venture or other joint enterprise between Agent and any Syndication Party,
nor between any of the Syndication Parties.

     16.26 Purchase for Own  Account/Restrictions  on Transfer. Each Syndication
Party represents that it has acquired and is retaining its Syndication  Interest
in the Loan  for its own  account  in the  ordinary  course  of its  banking  or
financing  business and not with a view toward the sale,  distribution,  further
participation,  or transfer  thereof.  Each Syndication  Party other than CoBank
agrees  that  it  will  not  sell,  assign,   convey  or  otherwise  dispose  of
("Transfer"),  or create or permit to exist any lien or security interest on all
or any part of its Syndication  Interest in the Loan,  without the prior written
consent of Agent and Borrower (which consent will not be unreasonably withheld);
provided  that (a) any such Transfer  (except a Transfer to another  Syndication
Party or a Transfer by CoBank) must be in a minimum  amount of the lesser of (i)
$5,000,000.00  or (ii) the full  amount  of the  Syndication  Interest,  (b) the


                                       56
<PAGE>

transferee must execute an agreement  substantially in the form of Exhibit 16.26
hereto ("Syndication  Acquisition Agreement") and assume all of the transferor's
obligations  hereunder  and  execute  such  documents  as Agent  may  reasonably
require,  and (c) the  Syndication  Party making such Transfer must pay Agent an
assignment fee of $2,500.00.  Any Syndication  Party may participate any part of
its  Syndication  Interest  in the Loan to any  Person  with the  prior  written
consent of Agent and Borrower (which consent will not be unreasonably withheld),
and each Syndication  Party understands and agrees that in the event of any such
participation, (x) its Syndication Share and Maximum Syndication Amount will not
change on account of such participation, (y) except as provided in Section 16.27
hereof,  the participant  will have no rights under this Term Credit  Agreement,
including, without limitation, voting rights or the right to receive payments or
distributions,   and  (z)  Agent  shall  continue  to  deal  directly  with  the
Syndication  Party  with  respect  to  the  Loan  and  the  Syndication  Party's
Syndication Interest as though no participation had been granted and will not be
obligated to deal directly with any participant.  Notwithstanding  any provision
contained herein to the contrary,  any Syndication  Party may at any time pledge
or assign all or any portion of its Syndication  Interest to any Federal Reserve
Bank in accordance with applicable law.

     16.27 Certain  Participants'  Voting  Rights.  All Persons which purchase a
participation  interest in CoBank's  interest as a Syndication  Party  hereunder
may, in CoBank's sole  discretion  (or as required in any agreement  under which
such purchase is made and  governed),  be allowed by CoBank to vote, on a dollar
basis,  on any  matter  requiring  or  allowing  CoBank,  in its  capacity  as a
Syndication  Party, to provide or withhold its consent,  or to otherwise vote on
any proposed action.

     16.28 Method of Making Payments.  Payment and transfer of all amounts owing
or to be paid or remitted hereunder,  including, without limitation,  payment of
the  Initial  Payment  and each  Advance  Payment by  Syndication  Parties,  and
distribution  of  principal  or interest  payments  or fees or other  amounts by
Agent,  shall be by wire transfer in accordance with the instructions  contained
on Exhibit 16.28 hereto ("Wire Instructions").

     16.29 Events of Syndication Default/Remedies.

     16.29.1  Syndication  Party  Default.  Any  of the  following  occurrences,
failures  or  acts,  with  respect  to  any  of the  Syndication  Parties  shall
constitute an Event of Syndication  Default  hereunder by such party: (a) if any
representation  or  warranty  made by such party in this Term  Credit  Agreement
shall be found to have been untrue in any  material  respect,  (b) if such party
fails to make any  distributions  or  payments  required  under this Term Credit
Agreement within five (5) days of the date required,  (c) if such party breaches
any other covenant,  agreement, or provision of this Term Credit Agreement which
breach shall have continued uncured for a period of thirty (30) consecutive days
after such breach  first  occurs,  unless a shorter  period is required to avoid
prejudicing the rights and position of the other Syndication Parties, (d) if any
agency having  supervisory  authority over such party, or any creditors thereof,
shall file a petition to  reorganize  or  liquidate  such party  pursuant to any
applicable  federal or



                                       57

<PAGE>

state law or  regulation  and such  petition  shall not be  discharged or denied
within  fifteen  (15) days  after  the date on which it is filed,  (e) if by the
order of a court of competent  jurisdiction  or by any  appropriate  supervisory
agency,  a receiver,  trustee or liquidator shall be appointed for such party or
for all or any material  part of its property or if such party shall be declared
insolvent,  or (f) if such party shall be dissolved, or shall make an assignment
for the  benefit of its  creditors,  or shall  file a  petition  seeking to take
advantage of any debtors' act,  including the bankruptcy  act, or shall admit in
writing its  inability  to pay its debts  generally as they become due, or shall
consent to the  appointment  of a receiver or  liquidator of all or any material
part of its property.

     16.29.2 Remedies.  Upon the occurrence of an Event of Syndication  Default,
the  non-defaulting  parties,  acting by, or through the  direction of, a simple
majority  (determined on the basis of Syndication  Share) of the  non-defaulting
parties,  may, in addition to any other  remedy  specifically  set forth in this
Term  Credit  Agreement,  have  and  exercise  any  and all  remedies  available
generally  at law or  equity,  including  the right to damages  and to  specific
performance.

     16.30  Withholding  Taxes.  Each  Syndication  Party  represents that it is
entitled  to  receive  any  payments  to be made  to it  hereunder  without  the
withholding  of any tax and will  furnish to Agent and to  Borrower  such forms,
certifications,  statements and other documents as Agent or Borrower may request
from  time to time to  evidence  such  Syndication  Party's  exemption  from the
withholding  of any tax  imposed  by any  jurisdiction  or to  enable  Agent  or
Borrower,  as the case may be, to comply with any applicable laws or regulations
relating  thereto.  Without  limiting  the  effect  of  the  foregoing,  if  any
Syndication  Party is not  created  or  organized  under the laws of the  United
States of America or any state thereof,  such Syndication  Party will furnish to
Agent  and  Borrower  IRS  Form  4224  or  Form  1001,   or  such  other  forms,
certifications,  statements  or  documents,  duly executed and completed by such
Syndication  Party, as evidence of such Syndication  Party's  exemption from the
withholding of United States tax with respect thereto.  Notwithstanding anything
herein to the  contrary,  Borrower  shall not be  obligated to make any payments
hereunder  to such  Syndication  Party until such  Syndication  Party shall have
furnished to Agent and Borrower the requested form, certification,  statement or
document.

     16.31 Further  Assurances.  Agent and each Syndication  Party agree to take
whatever  steps and execute such  documents may be  reasonable  and necessary to
implement this Article 16 and to carry out fully the intent thereof.

     ARTICLE 17. MISCELLANEOUS

     17.1 Costs and Expenses. To the extent permitted by law, Borrower agrees to
pay to Agent and the Syndication Parties, on demand, all out-of-pocket costs and
expenses (a) incurred by Agent (including,  without  limitation,  the reasonable
fees and expenses of counsel  retained by Agent, and including fees and expenses
incurred for consulting, appraisal,  engineering,  inspection, and environmental
assessment  services)  in  connection  with the  preparation,  negotiation,  and
execution of the Loan Documents



                                       58
<PAGE>

and the transactions  contemplated  thereby, and processing Commitment Requests,
Activation  Requests,  and Advance  Requests;  and (b)  incurred by Agent or any
Syndication  Party  (including,  without  limitation,  the  reasonable  fees and
expenses of counsel retained by Agent and the Syndication Parties) in connection
with the enforcement or protection of the Syndication  Parties' rights under the
Loan  Documents  upon  the  occurrence  of an  Event  of  Default  or  upon  the
commencement  of an action by Borrower  against Agent or any  Syndication  Party
(except that if the court makes a specific  finding that  Borrower has prevailed
on all or  substantially  all of its claims in such action  brought by Borrower,
Borrower shall not be obligated to pay the  out-of-pocket  costs and expenses of
Agent and the  Syndication  Parties in connection  with such action),  including
without   limitation   collection  of  the  Loan  (regardless  of  whether  such
enforcement or collection is by court action or  otherwise).  Borrower shall not
be obligated  to pay the costs or expenses of any Person whose only  interest in
the Loan is as a holder of a participation interest.

     17.2 Service of Process and Consent to Jurisdiction. Borrower hereby agrees
that any litigation with respect to this Term Credit Agreement or to enforce any
judgment  obtained  against Borrower for breach of this Term Credit Agreement or
under the Notes or other  Loan  Documents  may be  brought  in the courts of the
State of Colorado and in the United  States  District  Court for the District of
Colorado (if applicable subject matter jurisdictional requirements are present),
as Agent  may  elect;  and,  by  execution  and  delivery  of this  Term  Credit
Agreement,  Borrower  irrevocably submits to such jurisdiction.  With respect to
litigation  concerning  this Term Credit  Agreement  or under the Notes or other
Loan Documents within the jurisdiction of the courts of the State of Colorado or
the United States  District Court for the District of Colorado,  Borrower hereby
irrevocably  appoints,  until January 15, 2011, The  Corporation  Company,  1675
Broadway, Denver, Colorado 80202, as the agent of Borrower to receive for and on
behalf of Borrower,  service of process,  which service may be made by mailing a
copy of any  summons or other  legal  process to Borrower in care of such agent.
Borrower  agrees that Borrower shall maintain a duly appointed agent for service
of summons and other legal process as long as Borrower  remains  obligated under
this Term  Credit  Agreement  and shall  keep  Agent  advised  in writing of the
identity  and  location  of such  agent.  The  receipt by such  agent  and/or by
Borrower of such summons or other legal process in any such litigation  shall be
deemed  personal  service and  acceptance  by Borrower  for all purposes of such
litigation.

     17.3  Jury  Waiver.  IT IS  MUTUALLY  AGREED  BY AND  BETWEEN  AGENT,  EACH
SYNDICATION  PARTY,  AND  BORROWER  THAT  THEY EACH  WAIVE  TRIAL BY JURY IN ANY
ACTION,  PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER
PARTY ON ANY MATTER WHATSOEVER  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
TERM CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN DOCUMENTS.

     17.4 Notices. All notices, requests and demands required or permitted under
the terms of this Term  Credit  Agreement  shall be in writing  and (a) shall be
addressed  as



                                       59
<PAGE>

set forth  below or at such other  address as either  party shall  designate  in
writing,  (b)  shall be  deemed to have  been  given or made:  (i) if  delivered
personally,  immediately upon delivery,  (ii) if by telex, telegram or facsimile
transmission,  immediately upon sending and upon confirmation of receipt,  (iii)
if by nationally  recognized  overnight  courier  service with  instructions  to
deliver the next Business Day, one (1) Business Day after  sending,  and (iv) if
by United States Mail,  certified mail, return receipt requested,  five (5) days
after mailing.

                  17.4.1 Borrower:

                  Village Farms International Finance Association
                  1811 Sardis Road North, Suite 207
                  Charlotte, NC 28270
                  FAX: (704) 849-7662
                  Attention: Chief Financial Officer

                  With a copy to:

                  Agro Power Development, Inc.
                  10 Alvin Court
                  New Brunswick, NJ 08816
                  FAX: (908) 254-1710

                  17.4.2 CoBank:

                  245 North Waco Street
                  Wichita, Kansas 67202
                  FAX: (316) 290-2006
                  Attention:  Greg E. Somerhalder

                  with a copy to:

                  FARM CREDIT BANK OF TEXAS
                  6210 Highway 290 East
                  Austin, Texas 78723
                  P.O. Box 15919
                  Austin, Texas 78761
                  FAX: (512) 465-0675
                  Attention:  _________________

     17.5 Notice to Syndication  Parties and Agent. No action shall be commenced
by Borrower for any claim against Agent or any  Syndication  Party on account of
any act or failure to act by such Person  unless a notice  specifically  setting
forth the claim of Borrower  shall have been given to such Person  within  sixty
(60)  calendar  days after  Borrower  has  knowledge or should  reasonably  have
acquired  knowledge of the act or


                                       60
<PAGE>

omission  which  Borrower  alleges gave rise to such claim,  and failure to give
such notice shall constitute a waiver of any such claim.

     17.6  Successors and Assigns.  This Term Credit  Agreement shall be binding
upon and inure to the benefit of Borrower,  Agent, and Syndication  Parties, and
their respective successors and assigns,  except that Borrower may not assign or
transfer its rights or obligations  hereunder  without the prior written consent
of the Syndication Parties.

     17.7 Severability.  The invalidity or  unenforceability of any provision of
this Term  Credit  Agreement  or the other Loan  Documents  shall not affect the
remaining portions of such documents or instruments;  in case of such invalidity
or unenforceability, such documents or instruments shall be construed as if such
invalid or unenforceable provisions had not been included therein.

     17.8  Entire  Agreement.  This Term  Credit  Agreement  (together  with all
exhibits hereto,  which are incorporated herein by this reference) and the other
Loan Documents  represent the entire  understanding  of Agent,  each Syndication
Party,  and Borrower with respect to the subject matter hereof and shall replace
and supersede any previous agreements of the parties with respect to the subject
matter hereof.

     17.9  Applicable  Law. To the extent not governed by federal law, this Term
Credit Agreement and the other Loan Documents, 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.

     17.10 Captions.  The captions or headings in this Term Credit Agreement and
any table of  contents  hereof are for  convenience  only and in no way  define,
limit or  describe  the  scope or intent of any  provision  of this Term  Credit
Agreement.

     17.11 Amendments. This Term Credit Agreement may not be modified or amended
unless such  modification  or amendment is in writing and is signed by Borrower,
Agent, and all Syndication  Parties (and each Syndication Party hereby agrees to
execute any such amendment  approved pursuant to Section 16.9 hereof).  Borrower
agrees that it shall reimburse Agent for all fees and expenses incurred by Agent
in  retaining  outside  legal  counsel  in  connection  with  any  amendment  or
modification to this Term Credit Agreement requested by Borrower.

     17.12  Additional  Costs of Maintaining  Loan.  Borrower shall pay to Agent
from time to time  such  amounts  as Agent  may  determine  to be  necessary  to
compensate  any  Syndication  Party for any  costs  incurred  by it which  Agent
determines,  based on information presented to it by such Syndication Party, are
attributable  to such  Syndication  Party's making or  maintaining  any Advances
hereunder or its obligation to make any such  Advances,  or any reduction in any
amount  receivable by such Syndication Party under this Term Credit Agreement or
the Note payable to it in respect


                                       61

<PAGE>

to any such Advances or such obligation  (such increases in costs and reductions
in amounts  receivable being herein called "Additional  Costs"),  resulting from
any  change  after  the date of this Term  Credit  Agreement  in  United  States
federal,  state, municipal, or foreign laws or regulations (including Regulation
D),  or  the  adoption  or  making  after  such  date  of  any  interpretations,
directives,  or  requirements  applying  to a  class  of  banks  including  such
Syndication Party of or under any United States federal,  state,  municipal,  or
foreign  laws or  regulations  (whether  or not  having the force of law) by any
court or governmental or monetary  authority charged with the  interpretation or
administration  thereof ("Regulatory  Change"),  which: (a) changes the basis of
taxation of any amounts payable to such Syndication Party under this Term Credit
Agreement  or the Note  payable to such  Syndication  Party in respect of any of
such  Advances  (other  than  taxes  imposed on the  overall  net income of such
Syndication Party); or (b) imposes or modifies any reserve,  special deposit, or
similar requirements relating to any extensions of credit or other assets of, or
any  deposits  with or other  liabilities  of, such  Syndication  Party;  or (c)
imposes any other  condition  affecting  this Term Credit  Agreement or the Note
payable  to such  Syndication  Party  (or any of such  extensions  of  credit or
liabilities).  Agent will notify  Borrower of any event occurring after the date
of this Term Credit  Agreement  which will  entitle  such  Syndication  Party to
compensation  pursuant  to this  Section as  promptly  as  practicable  after it
obtains  knowledge  thereof and determines to request such  compensation.  Agent
shall  include with such  notice,  a  certificate  from such  Syndication  Party
setting  forth in  reasonable  detail  the  calculation  of the  amount  of such
compensation. Determinations by Agent for purposes of this Section of the effect
of any  Regulatory  Change on the costs of such  Syndication  Party of making or
maintaining  Advances  or on amounts  receivable  by such  Syndication  Party in
respect of Advances,  and of the additional  amounts required to compensate such
Syndication Party in respect of any Additional Costs, shall be conclusive absent
manifest  error,  provided  that such  determinations  are made on a  reasonable
basis.

     17.13 Capital  Requirements.  In the event that the  introduction of or any
change in (a) any law or  regulation,  or (b) the judicial,  administrative,  or
other governmental interpretation of any law or regulation, or (c) compliance by
any Syndication Party or any corporation  controlling any such Syndication Party
with any guideline or request from any  governmental  authority  (whether or not
having the force of law) has the effect of  requiring  an increase in the amount
of capital  required or expected to be maintained by such  Syndication  Party or
any corporation  controlling such Syndication  Party, and such Syndication Party
certifies that such increase is based in any part upon such Syndication  Party's
obligations hereunder, and other similar obligations, Borrower shall pay to such
Syndication  Party  such  additional  amount  as  shall  be  certified  by  such
Syndication  Party  to  Agent  and to  Borrower  to be  the  net  present  value
(discounted  at the Variable  Rate) of (a) the amount by which such  increase in
capital reduces the rate of return on capital which such Syndication Party could
have  achieved  over the period  remaining  until the Maturity Date but for such
introduction or change, (b) multiplied by such Syndication  Party's  Syndication
Share of the  Aggregate  Commitment.  Agent will  notify  Borrower  of any event
occurring  after the date of this Term Credit  Agreement  that will  entitle any
such Syndication  Party to compensation



                                       62
<PAGE>

pursuant to this Section as promptly as practicable  after it obtains  knowledge
thereof  and  of  such  Syndication   Party's   determination  to  request  such
compensation.  Agent shall  include with such notice,  a  certificate  from such
Syndication  Party  setting forth in reasonable  detail the  calculation  of the
amount  of  such  compensation.  Determinations  by any  Syndication  Party  for
purposes of this  Section of the effect of any increase in the amount of capital
required to be  maintained  by any such  Syndication  Party and of the amount of
compensation  owed to any such  Syndication  Party under this  Section  shall be
conclusive absent manifest error,  provided that such determinations are made on
a reasonable basis.

     17.14 Replacement Notes. Upon receipt by Borrower of evidence  satisfactory
to it of: (a) the loss,  theft,  destruction  or mutilation of any Note, and (in
case of loss, theft or destruction) of the agreement of the Syndication Party to
which  the Note was  payable  to  indemnify  Borrower,  and upon  surrender  and
cancellation  of  such  Note,  if  mutilated;  or  (b)  the  assignment  of  any
Syndication Interest and Note relating thereto, or any portion thereof, pursuant
to this Term Credit  Agreement,  then Borrower will pay any unpaid principal and
interest (and Funding Losses,  if applicable) then or previously due and payable
on such Note and will deliver in lieu of such Note a new Note or, in the case of
an  assignment  of a  portion  of a  Syndication  Interest  new  Notes,  for any
remaining balance.

     1715  Patronage  Payments.   Borrower  acknowledges  and  agrees  that  any
patronage,  or similar,  payments  to which  Borrower is entitled on account its
ownership  of CoBank  Equity  Interests  will not be based on any portion of its
Syndication  Share  in which  CoBank  has at any time  granted  a  participation
interest.

     17.16 Mutual Release.  Upon full  indefeasible  payment and satisfaction of
the Bank Debt and Notes and the other obligations  contained in this Term Credit
Agreement,  the parties,  including Borrower,  Agent, and each Syndication Party
shall, except as provided in Article 14 hereof,  thereupon automatically each be
fully,  finally,  and forever  released and  discharged  from any further claim,
liability, or obligation in connection with the Bank Debt.

     17.17 Liberal Construction.  This Term Credit Agreement constitutes a fully
negotiated agreement between commercially  sophisticated  parties, each assisted
by legal counsel,  and shall not be construed and interpreted for or against any
party hereto.




                                       63
<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Term Credit Agreement as
of the date first above written.

                                        BORROWER:

                                        VILLAGE FARMS INTERNATIONAL
                                        FINANCE   ASSOCIATION,    a
                                        cooperative     corporation
                                        formed  under  the  laws of
                                        the State of Delaware

                                        By:_____________________________________
                                        Name: J. Kevin Cobb
                                        Its: Vice President


                                        COBANK:

                                        COBANK, ACB



                                        By:_____________________________________
                                        Name: Greg E. Somerhalder
                                        Title: Vice President



<PAGE>

                                TABLE OF CONTENTS

ARTICLE 1.  DEFINED TERMS......................................................1

     1.1 Activation ...........................................................1

     1.2 Activation Commitment ................................................1

     1.3 Activation Request ...................................................1

     1.4 Additional Costs .....................................................1

     1.5 Administrative Agent Fee .............................................1

     1.6 Advance ..............................................................1

     1.7 Advance Date .........................................................1

     1.8 Advance Payment ......................................................1

     1.9 Advance Request ......................................................1

     1.10 Aggregate Commitment ................................................1

     1.11 APD .................................................................1

     1.12 Authorized Officer ..................................................2

     1.13 Availability Period .................................................2

     1.14 Bank Debt ...........................................................2

     1.15 Base Rate ...........................................................2

     1.16 Base Rate Factor ....................................................2

     1.17 Base Rate Loans .....................................................2

     1.18 Base Rate Margin ....................................................2

     1.19 Base Rate Numerator .................................................2

     1.20 BDGCFR ..............................................................2

     1.21 Borrower Benefit Plan ...............................................2

     1.22 Borrower Debt .......................................................2



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     1.23 Borrower Pension Plan ...............................................2

     1.24 Business Day ........................................................2

     1.25 Calculation Date ....................................................3

     1.26 Cash Flow ...........................................................3

     1.27 Change in Law .......................................................3

     1.28 Closing Date ........................................................3

     1.29 CoBank Equity Interests .............................................3

     1.30 Code ................................................................3

     1.31 Collateral ..........................................................3

     1.32 Commitment Request ..................................................3

     1.33 Compliance Certificate ..............................................3

     1.34 Construction Facility ...............................................3

     1.35 Construction Lenders ................................................3

     1.36 Construction Loan Payout ............................................3

     1.37 Construction Loan Purchase ..........................................3

     1.38 Contributing Syndication Parties ....................................4

     1.39 Credit Agreement (Construction Loan Funding) ........................4

     1.40 Credit Agreement (Line of Credit Facility) ..........................4

     1.41 Default Interest Rate ...............................................4

     1.42 Delinquency Interest ................................................4

     1.43 Delinquent Amount ...................................................4

     1.44 Delinquent Syndication Party ........................................4

     1.45 DSCR ................................................................4

     1.46 DSCR Report .........................................................4

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     1.47 DSCR Report Deadline ................................................4

     1.48 Environmental Laws ..................................................4

     1.49 Environmental Regulations ...........................................4

     1.50 Equity ..............................................................5

     1.51 Equity Margin .......................................................5

     1.52 Equity Margin Report ................................................5

     1.53 Equity Margin Report Deadline .......................................5

     1.54 Equity to NFI .......................................................5

     1.55 ERISA ...............................................................5

     1.56 Event of Default ....................................................5

     1.57 Fair Market Value ...................................................5

     1.58 Fixed Rate Loan .....................................................5

     1.59 Fixed Rate Period ...................................................5

     1.60 Fixed Rate Request ..................................................5

     1.61 Funding Losses ......................................................5

     1.62 GAAP ................................................................5

     1.63 Greenhouse Facility .................................................5

     1.64 Guarantor ...........................................................6

     1.65 Guarantor Cash Flow .................................................6

     1.66 Guarantor Collateral ................................................6

     1.67 Guarantor Security Documents ........................................6

     1.68 Guaranty ............................................................6

     1.69 Hazardous Substances ................................................6

     1.70 Indemnified Agency Parties ..........................................6

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     1.71 Indemnified Parties .................................................6

     1.72 Intercreditor Agreement .............................................6

     1.73 Leasehold Assignment & Consent ......................................6

     1.74 LIBO Rate ...........................................................6

     1.75 LIBO/Quoted Rate Factor .............................................7

     1.76 LIBO/Quoted Rate Margin .............................................7

     1.77 LIBO Rate Numerator .................................................7

     1.78 Licensing Laws ......................................................7

     1.79 Line of Credit Facility .............................................7

     1.80 Loan ................................................................7

     1.81 Loan Advance Amount .................................................7

     1.82 Loan Documents ......................................................7

     1.83 Loan Proceeds .......................................................7

     1.84 Majority Lenders ....................................................7

     1.85 Material Adverse Effect .............................................7

     1.86 Material Agreements .................................................7

     1.87 Maturity Date .......................................................7

     1.88 Maximum Syndication Amount ..........................................7

     1.89 Net Fixed Investments ...............................................8

     1.90 Note or Notes .......................................................8

     1.91 Notice of Loan Advance ..............................................8

     1.92 Organization Documents ..............................................8

     1.93 Payment Account .....................................................8

     1.94 Payment Distribution ................................................8

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     1.95 Permitted Encumbrance ...............................................8

     1.96 Person ..............................................................8

     1.97 Potential Default ...................................................8

     1.98 Preliminary Commitment ..............................................8

     1.99 Quarter .............................................................8

     1.100 Quoted Rate ........................................................8

     1.101 Quoted Rate Index ..................................................8

     1.102 Quoted Rate Loan ...................................................8

     1.103 Quoted Rate Period .................................................9

     1.104 Quoted Rate Request ................................................9

     1.105 Request for Preliminary Term Loan Commitment .......................9

     1.106 Request for Term Loan Activation ...................................9

     1.107 Request for Underlying Term Loan Activation ........................9

     1.108 Required License ...................................................9

     1.109 Regular Payments ...................................................9

     1.110 Regulatory Change ..................................................9

     1.111 Security Documents .................................................9

     1.112 Successor Agent ....................................................9

     1.113 Super Majority .....................................................9

     1.114 Syndication Interest ...............................................9

     1.115 Syndication Parties ................................................9

     1.116 Syndication Party Advance Date ....................................10

     1.117 Syndication Share .................................................10

     1.118 Title Commitments .................................................10

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     1.119 Title Insurers ....................................................10

     1.120 Title Policies ....................................................10

     1.121 Transfer ..........................................................10

     1.122 12-Month DSCR .....................................................10

     1.123 Underlying Borrowers ..............................................10

     1.124 Underlying Construction Lenders ...................................10

     1.125 Underlying Construction Loan ......................................10

     1.126 Underlying Construction Loan Borrowers ............................10

     1.127 Underlying Construction Loan Documents ............................10

     1.128 Underlying Construction Note ......................................11

     1.129 Underlying Liens ..................................................11

     1.130 Underlying Term Loan ..............................................11

     1.131 Underlying Term Loan Borrowers ....................................11

     1.132 Underlying Term Loan Documents ....................................11

     1.133 Village Farms .....................................................11

     1.134 Village Farms Advance Request .....................................11

     1.135 Village Farms Lenders .............................................11

     1.136 Village Farms Term Loan ...........................................11

     1.137 Village Farms Term Loan Documents .................................11

     1.138 Wire Instructions .................................................11

ARTICLE 2.  LOAN AMOUNT.......................................................11

     2.1 Loan ................................................................11

ARTICLE 3.  PURPOSES..........................................................12

     3.1 Purpose .............................................................12

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ARTICLE 4.  AVAILABILITY......................................................12

     4.1 Availability ........................................................12

ARTICLE 5.  INTEREST AND FEES.................................................12

     5.1 Interest Calculation ................................................12

         5.1.1 Base Rate Option ..............................................12

         5.1.2 Fixed Rate Option .............................................12

         5.1.3 Quoted Rate Option ............................................13

         5.1.4 Equity Margin .................................................13

         5.1.5 LIBO/Quoted Rate Margin .......................................14

         5.1.6 Base Rate Margin ..............................................14

         5.1.7 LIBO/Quoted Rate Factor; Base Rate Factor .....................14

         5.1.8 Default Interest Rate .........................................15

     5.2 Additional Provisions for Fixed Rate Loans ..........................15

         5.2.1 Inapplicability or Unavailability of LIBO Rate ................15

         5.2.2 Change in Law; Fixed Rate Loan Unlawful .......................16

         5.2.3 Increased Costs ...............................................16

     5.3 Fees ................................................................17

         5.3.1 Facility Fee ..................................................17

         5.3.2 Administrative Agent Fee ......................................17

     5.4 Interest Rate Protection ............................................17

ARTICLE 6.  NOTES; PAYMENTS...................................................18

     6.1 Promissory Notes ....................................................18

     6.2 Principal Payments ..................................................18

     6.3 Interest Payments ...................................................18

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     6.4 Application of Regular Payments .....................................18

     6.5 Manner of Payment ...................................................19

ARTICLE 7.  PREPAYMENTS.......................................................19

     7.1 Voluntary Prepayments ...............................................19

         7.1.1 Voluntary Prepayment of Base Rate Loan ........................19

         7.1.2 Voluntary Prepayment of Fixed Rate Loans and Quoted Rate Loans 19

         7.1.3 Funding Losses ................................................19

     7.2 Minimum Prepayment Amount ...........................................20

     7.3 Application of Prepayments ..........................................20

ARTICLE 8.  COBANK EQUITY.....................................................20

ARTICLE 9.  SECURITY..........................................................21

     9.1 Borrower's Assets ...................................................21

     9.2 Guaranty ............................................................21

ARTICLE 10.  REPRESENTATIONS AND WARRANTIES...................................21

     10.1 Organization, Good Standing, Etc ...................................21

     10.2 Corporate Authority, Due Authorization; Consents ...................22

     10.3 Title to Property ..................................................22

     10.4 Litigation .........................................................22

     10.5 No Violations ......................................................22

     10.6 Binding Agreement ..................................................22

     10.7 Compliance with Laws ...............................................23

     10.8 Principal Place of Business ........................................23

     10.9 Underlying Term Loans; Underlying Term Loan Documents ..............23

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     10.10 Payment of Taxes ..................................................23

     10.11 Licenses and Approvals ............................................23

     10.12 Employee Benefit Plans ............................................24

     10.13 Equity Investments ................................................24

     10.14 Real Property .....................................................24

     10.15 Personal Property .................................................24

     10.16 Borrower Membership ...............................................24

     10.17 Environmental Compliance ..........................................25

     10.18 Fiscal Year .......................................................25

     10.19 Material Agreements ...............................................25

     10.20 Regulations G, U and X ............................................25

     10.22 Disclosure ........................................................25

ARTICLE 11.  CONDITIONS TO ADVANCES...........................................25

     11.1 Conditions to Closing ..............................................25

          11.1.1 Loan Documents ..............................................25

          11.1.2 Searches; UCC Filings; Recordings; Title Insurance ..........25

          11.1.3 Approvals ...................................................26

          11.1.4 Organizational Documents ....................................26

          11.1.5 Evidence of Corporate Action ................................26

          11.1.6 Legal Opinion for Borrower and Guarantor ....................26

          11.1.7 Evidence of Insurance .......................................27

          11.1.8 Phase I Environmental Studies ...............................27

          11.1.9 Survey ......................................................27

          11.1.10 Material Agreements ........................................27

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          11.1.11 Appointment of The Corporation Company .....................27

          11.1.12 No Material Change .........................................27

          11.1.13 Fees and Expenses ..........................................27

          11.1.14 Application; CoBank Equity Interest Purchase Obligation ....27

          11.1.15 Further Assurances .........................................28

     11.2 Conditions to Issuance of Preliminary Commitment ...................28

          11.2.1 Preliminary Commitment Request ..............................28

          11.2.2 No Material Change ..........................................28

          11.2.3 Default .....................................................28

          11.2.4 Representations and Warranties ..............................28

          11.2.5 Fees and Expenses ...........................................29

     11.2 Conditions to Issuance of Activation Commitment ....................29

          11.3.1 Activation Request ..........................................29

          11.6.2 Approval by Super Majority ..................................29

          11.3.2 No Material Change ..........................................30

          11.3.4 Default .....................................................30

          11.3.5 Representations and Warranties ..............................30

          11.3.6 Fees and Expenses ...........................................30

     11.4 Conditions to Advance ..............................................30

          11.4.1 Advance Request .............................................30

          11.4.2 Underlying Term Loan Documents; Possession of Documents .....30

          11.4.3 Default .....................................................33

          11.4.4 Representations and Warranties ..............................33

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     11.5 Conditions to Funding Purchase of Village Farms Term Loan ..........33

          11.5.1 Advance Request .............................................33

          11.5.2 Village Farms Term Loan Documents; Possession of Documents ..33

          11.5.3 Default .....................................................34

          11.5.4 Representations and Warranties ..............................34

     11.6 Additional Disbursement Conditions .................................34

          11.6.1 Aggregate Commitment Amount .................................34

          11.6.3 Disbursement Period .........................................34

          11.6.4 Illegality of Loan ..........................................34

ARTICLE 12.  AFFIRMATIVE COVENANTS............................................34

     12.1 Books and Records ..................................................35

     12.2 Reports and Notices ................................................35

          12.2.1 Annual Financial Statements .................................35

          12.2.2 Quarterly Financial Statements ..............................35

          12.2.3 Notice of Default ...........................................35

          12.2.4 Notice of Certain Changes ...................................35

          12.2.5 Notice of Litigation ........................................35

          12.2.6 Notice of Material Adverse Effect ...........................36

          12.2.7 Notice of Environmental Litigation ..........................36

          12.2.8 Regulatory and Other Notices ................................36

          12.2.9 Adverse Action Regarding Required Licenses ..................36

          12.2.10 Default of Underlying Term Loan ............................36

          12.2.11 Annual Attorney's Opinion Regarding Collateral .............36

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          12.2.12 Additional Information .....................................37

     12.3 Eligibility Certificate ............................................37

     12.4 Maintenance of Existence and Qualification .........................37

     12.5 Compliance with Legal Requirements and Agreements ..................37

     12.6 Compliance with Environmental Laws .................................37

     12.7 Taxes ..............................................................37

     12.8 Insurance ..........................................................37

     12.9 Title to Assets and Maintenance ....................................38

     12.10 Payment of Liabilities ............................................39

     12.11 Further Assurances; Real Property Security Interests ..............39

     12.12 Inspection ........................................................39

     12.13 Required Licenses; Permits; Etc ...................................39

     12.14 ERISA .............................................................40

     12.15 Operations and Members ............................................40

ARTICLE 13.  NEGATIVE COVENANTS...............................................40

     13.1 Borrowing ..........................................................40

     13.2 No Other Businesses ................................................41

     13.3 Liens ..............................................................41

     13.4 Sale of Assets .....................................................42

     13.5 Liabilities of Others ..............................................42

     13.6 Payments on Indebtedness ...........................................42

     13.7 Merger; Acquisitions; Etc ..........................................42

     13.8 Loans, Advances and Investments ....................................42

     13.9 Transactions With Related Parties ..................................43

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     13.10 ERISA .............................................................43

     13.11 Payment of Dividends ..............................................43

     13.12 Change in Fiscal Year .............................................44

     13.13 Extensions of Credit ..............................................44

     13.14 Amendment/Waiver of Provisions of Underlying Term Loan Documents ..44

ARTICLE 14.  INDEMNIFICATION..................................................44

     14.1 General; Stamp Taxes; Intangibles Tax ..............................44

     14.2 Indemnification Relating to Hazardous Substances ...................45

ARTICLE 15.  EVENTS OF DEFAULT; RIGHTS AND REMEDIES...........................46

     15.1 Events of Default ..................................................46

     15.2 No Advances ........................................................48

     15.3 Rights and Remedies ................................................48

     15.4 Limitation on Rights and Remedies ..................................48

ARTICLE 16.  AGENCY AGREEMENT.................................................48

     16.1 Funding of Syndication Interest ....................................48

     16.2 Syndication Parties' Obligations to Remit Funds ....................49

     16.3 Notice and Timing of Each Advance Payment ..........................49

     16.4 Syndication Party's Failure to Remit Funds .........................49

     16.5 Agency Appointment .................................................50

     16.6 Power and Authority of Agent .......................................50

          16.6.1 Advice ......................................................50

          16.6.2 Documents ...................................................50

          16.6.3 Proceedings .................................................50

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          16.6.4 Retain Professionals ........................................50

          16.6.5 Incidental Powers ...........................................51

     16.7 Duties of Agent ....................................................51

          16.7.1 Possession of Documents .....................................51

          16.7.2 Distribute Payments .........................................51

          16.7.3 Collections .................................................51

     16.8 Agent's Resignation or Removal .....................................51

     16.9 Consent Required for Certain Actions ...............................51

          16.9.1 Unanimous ...................................................52

          16.9.2 Majority Lenders ............................................52

     16.10 Distribution of Principal and Interest ............................52

     16.11 Distribution of Certain Fees and Amounts ..........................53

           16.11.1 Commitment Fee ............................................53

           16.11.2 Funding Losses ............................................53

     16.12 Possession of Loan Documents ......................................53

     16.13 Collateral Application ............................................53

     16.14 Amounts Required to be Returned ...................................53

     16.15 Reports and Information to Syndication Parties ....................54

     16.16 Standard of Care ..................................................54

     16.17 No Trust Relationship .............................................54

     16.18 Sharing of Costs and Expenses .....................................55

     16.19 Syndication Parties' Indemnification of Agent .....................55

     16.20 Books and Records .................................................56

     16.21 Administrative Agent Fee ..........................................56

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     16.22 Representations and Warranties of All Parties .....................56

     16.23 Representations and Warranties of CoBank ..........................56

     16.24 Syndication Parties' Independent Credit Analysis ..................57

     16.25 No Joint Venture or Partnership ...................................57

     16.26 Purchase for Own Account/Restrictions on Transfer .................57

     16.27 Certain Participants' Voting Rights ...............................58

     16.28 Method of Making Payments .........................................58

     16.29 Events of Syndication Default/Remedies ............................58

           16.29.1 Syndication Party Default .................................58

           16.29.2 Remedies ..................................................59

     16.30 Withholding Taxes .................................................59

     16.31 Further Assurances ................................................59

ARTICLE 17.  MISCELLANEOUS....................................................59

     17.1 Costs and Expenses .................................................59

     17.2 Service of Process and Consent to Jurisdiction .....................60

     17.3 Jury Waiver ........................................................60

     17.4 Notices ............................................................60

          17.4.1 Borrower ....................................................61

          17.4.2 CoBank ......................................................61

     17.5 Notice to Syndication Parties and Agent ............................61

     17.6 Successors and Assigns .............................................62

     17.7 Severability .......................................................62

     17.8 Entire Agreement ...................................................62

     17.9 Applicable Law .....................................................62

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     17.10 Captions ..........................................................62

     17.11 Amendments ........................................................62

     17.12 Additional Costs of Maintaining Loan ..............................62

     17.13 Capital Requirements ..............................................63

     17.14 Replacement Notes .................................................64

     17.15 Patronage Payments ................................................64

     17.16 Mutual Release ....................................................64

     17.17 Liberal Construction ..............................................64



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                             EXHIBITS AND SCHEDULES

Exhibit 1.33               Compliance Certificate

Exhibit 6.1                Promissory Note Form

Exhibit 10.3               Permitted Encumbrances

Exhibit 10.4               Litigation

Exhibit 10.8               Borrower's Business Location(s)

Exhibit 10.11              Required Licenses and Consents

Exhibit 10.12              Borrower Benefit Plans

Exhibit 10.14              Interests in Real Property

Exhibit 10.19              Material Agreements

Exhibit 11.2.1             Commitment Request Form

Exhibit 11.3.1             Activation Request Form

Exhibit 11.4.1             Advance Request Form

Exhibit 13.1               Existing Indebtedness

Exhibit 16.3               Notice of Loan Advance

Exhibit 16.26              Syndication Acquisition Agreement

Exhibit 16.28              Wire Instructions


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