Exhibit 10.75







                            MANAGEMENT, OPERATION AND
                              MAINTENANCE CONTRACT

                                     BETWEEN

                        VILLAGE FARMS OF DELAWARE, L.L.C.

                                       AND

                         VILLAGE FARMS OF BUFFALO, L.P.




                                SEPTEMBER 4, 1997

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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I
     DEFINITIONS...............................................................1
ARTICLE II
     SCOPE OF DUTIES...........................................................3
           Section 2.01.  Performance of Start-up,
                          Operation and Maintenance............................3
           Section 2.02.  Personnel............................................4
           Section 2.03.  Facility Manager.....................................4
           Section 2.04.  Business Plan and Budget.............................4
           Section 2.05.  Performance Standards................................4
ARTICLE III
     OPERATION.................................................................5
           Section 3.01.  Operation............................................5
           Section 3.02.  Compliance With Governmental Rules...................5
           Section 3.03.  Obligations of Owner.................................5
           Section 3.04.  Greenhouse Products..................................5
           Section 3.05.  Maintenance..........................................5
           Section 3.06.  No Obstruction.......................................6
ARTICLE IV
     COMPENSATION AND PAYMENT..................................................6
           Section 4.01.  Basic Compensation...................................6
           Section 4.02.  Debt Service Coverage Ratio Test.....................7
ARTICLE V
     REPRESENTATIONS AND WARRANTIES............................................7
           Section 5.01.  Representations and Warranties of the Manager........7
ARTICLE VI
     COVENANTS OF THE MANAGER..................................................7
           Section 6.01.  Operating Logs:  Records and Audits..................7
           Section 6.02.  Insurance of the Manager.............................8
           Section 6.03.  Employment Practices.................................8
           Section 6.04.  Nondisclosure........................................8
           Section 6.05.  Compliance With Governmental Rules...................9
ARTICLE VII
     GENERAL LIABILITY.........................................................9
           Section 7.01.  Indemnification......................................9
ARTICLE VIII
     DEFAULTS AND REMEDIES.....................................................9
           Section 8.01.  Defaults.............................................9
           Section 8.02.  Damages for Termination Without Cause...............10
ARTICLE IX
     TERM.....................................................................10
           Section 9.01.  Term................................................10


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ARTICLE X
     MISCELLANEOUS............................................................10
           Section 10.01.  Notices............................................10
           Section 10.02.  Severability.......................................11
           Section 10.03.  Amendment..........................................11
           Section 10.04.  Assignment.........................................11
           Section 10.05.  Relationship of the Parties........................12
           Section 10.06.  Headings; Etc......................................12
           Section 10.07.  Governing Law......................................12
           Section 10.08.  Parties in Interest; Limitation and
                           Rights of Others...................................12
           Section 10.09.  Arbitration........................................12
           Section 10.10.  Owners Title.......................................12



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                 MANAGEMENT, OPERATION AND MAINTENANCE CONTRACT

     Village  Farms of Buffalo,  L.P.  (the  "Owner")  intends to construct  and
operate an approximate 18 acre  greenhouse  (the  "Greenhouse").  The Greenhouse
will be dismantled from its present location in Pennsylvania  and  reconstructed
by Mountain High  Greenhouse  L.L.C.  on property leased by Owner in Buffalo New
York (the "Contractor"), Agro Power Development, Inc. (the "General Contractor")
and the owner.  Village Farms of Delaware,  L.L.C. (the "Manager") and the Owner
have entered into this Management,  Operation and Maintenance  Contract this 4th
Day of September, 1997 to operate, maintain and manage the Greenhouse.

     In consideration of the mutual  agreements  herein contained and other good
and  valuable  consideration,  receipt of which is hereby  acknowledged,  and in
reliance upon the representations and warranties of each party set forth herein,
the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     The following terms when used herein shall have the following meanings:

     "Affiliate"  of any  Person  shall  mean each  Person  which,  directly  or
indirectly,  controls or is controlled  by or is under common  control with such
designated  Person and, without limiting the generality of the foregoing,  shall
include (a) any Person  which  beneficially  owns or holds ten percent  (10%) or
more of any class of voting  securities of such designated Person or ten percent
(10%) or more of the  equity  interest  in such  designated  Person  and (b) any
Person of which such designated  Person  beneficially owns and holds ten percent
(10%) or more of any  class of voting  securities  or in which  such  designated
Person  beneficially  owns or holds  ten  percent  (10%)  or more of the  equity
interest. For the purposes of this definition, the terms "controls," "controlled
by," and "under common control with," as used with respect to any Person,  shall
mean the possession, directly or indirectly, of the power to direct or cause the
direction  of the  management  and policies of such Person  whether  through the
ownership of voting securities or by contract or otherwise.

     "Business Day" shall mean any day other than Saturday,  Sunday or other day
on which banks are authorized to be closed in Texas,  New York,  North Carolina,
or New Jersey.

     "Business Plan and Budget" shall mean the business plan and budget prepared
annually or more often by Manager  setting forth the items  described in Section
2.04.

     "Capital  Assets" shall mean all reusable  equipment and components used in
the operation of the Greenhouse.

     "Codes and Standards" shall mean the applicable  national,  state and local
engineering  construction,  building and safety codes and standards from time to
time in effect governing the construction and operation of the Greenhouse.


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     "Contract" shall mean this document and any exhibits and appendices  hereto
as amended from time to time.

     "Contract  Year"  initially  shall be the period ending on December 31 next
following the Date of Initial Services and each calendar year thereafter.

     "Credit  Agreement"  shall mean the  Credit  Agreement  to be entered  into
between  owner  and  the  Lender,  as the  same  may  be  amended,  modified  or
supplemented from time to time.

     "Date of Initial  Services"  shall mean that  date,  as agreed  upon by the
Manager and the Owner, which is sixty (60) days prior to the date of Substantial
Completion  under the Commercial  Dismantling & Construction  Contract,  between
contractor  and  general  contractor,  as  same  may  be  amended,  modified  or
supplemented from time to time.

     "Facility Manager" shall mean the person described in Section 2.03.

     "Governmental Rule" shall mean any law, rule, regulation, ordinance, order,
code,  interpretation,  judgment or similar  norm or  decision  of any  Federal,
state, local or foreign government,  authority,  agency,  court or other body or
entity having jurisdiction over the Site including the Codes and Standards.

     "Greenhouse  Construction  Agreement" shall mean the Commercial  Greenhouse
Dismantling  and   Construction   Contract  dated  February  28,  1997  for  the
dismantling and  reconstruction  of the Greenhouse by and between the Contractor
and the General  Contractor as  supplemented,  modified and amended  through the
date hereof.

     "Lender" shall mean Village Farms International Finance Association and its
successors and assigns.

     "Marketing  Agent" shall be Village Farms,  L.L.C. for the term and to such
extent as described in the Marketing and Sales  Agreement  between the Owner and
Village Farms, L.L.C., dated of even date herewith.

     "Marketing  and  Sales  Agreement"  shall  mean  the  Marketing  and  Sales
Agreement  between  the  Owner and  Village  Farms,  L.L.C.,  dated of even date
herewith.

     "Operating  Costs" shall mean the sum (without  duplication)  of (a) direct
labor costs paid,  (b) seed expense paid, (c) packaging  supplies  expense paid,
(d) fertilizer and chemical  expenses  paid, (e) biological  control,  including
bees,  expense paid,  (f) freight  expense paid, (g) growing medium and supplies
expense paid, (h) carbon dioxide expense paid, (i) utility (including hot water,
electricity and natural gas) expense paid, (j) compensation  paid to the Manager
hereunder,  (k) insurance  premiums and property  taxes paid,  (1) principal and
interest  paid with  respect  to the  Credit  Agreement  and (m) all other  cash
expenses  paid  relating  to the  operation  of the  Greenhouse,  to the  extent
contained in the Business Plan and Budget.

     "Party" shall mean Owner or the Manager,  or any of them,  as  appropriate,
and their successors and permitted assignees.



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     "Payroll Costs" shall mean the salaries payable to employees of the Manager
performing the Work at the Site.

     "Person"  shall  mean  any  individual,  corporation,   partnership,  joint
venture, association, joint stock company, trust, unincorporated organization or
government or agency or political subdivision thereof.

     "Product"  shall mean all  production  derived from the  Greenhouse,  which
shall initially consist of tomatoes.

     "Revenues"  shall  mean the  gross  proceeds  derived  from the sale of the
Product, plus interest income, and any and all other types of income received by
the owner,  less  allowances,  returns,  and amounts  received  with  respect to
freight and transportation charges, and excluding insurance proceeds.

     "Site" shall mean the Greenhouse  and its grounds  located on the Southpark
Avenue in Buffalo, New York.

     "Term" shall mean the period provided for in Section 9.01 hereof.

     "Uncontrollable Force" shall mean any of the following which are beyond the
reasonable  control of a Party and which  materially  impairs the performance by
such Party of its duties and obligations  hereunder and such material impairment
continues for a period of more than thirty (30) days: (a) severe weather, flood,
fire,  lightning  or other  natural  disaster or act of God, (b)  earthquake  or
subsidence, whatever its cause, (c) strikes or other labor disturbances, whether
or not involving  employees of a Party,  (d) action or inaction by, or inability
to obtain  authorization or approval from, any governmental agency or authority,
which a Party is unable,  after its best efforts,  to overcome,  (e)  compliance
with any Governmental Rule, (f) war (whether declared or not), sabotage,  act of
a public enemy, insurrection, riot or civil disturbance, (g) defects in material
equipment  necessary for  performance  of the  Contract,  (h) any act by another
party (other than the Party claiming Uncontrollable Force, any Affiliate of such
Party  or the  respective  agents,  servants  or  employees  of  such  Party  or
Affiliates) or (i) any other similar act.

     "Work" shall mean all duties and responsibilities of the Manager under this
Contract.

                                   ARTICLE II
                                 SCOPE OF DUTIES

     Section 2.01. Performance of Start-up,  Operation and Maintenance.  As more
specifically described in Articles III and IV, the Manager shall furnish, manage
and supervise all personnel  necessary in connection with the design,  start-up,
operation,  maintenance, service and repair of the Greenhouse. Commencing on the
Date of Initial  Services,  the Facility  Manager (as defined  herein in Section
2.03)  shall be  available  on the Site to provide  consulting  services  to the
Contractor in its reconstruction of the Greenhouse and to prepare the Greenhouse
for  production.  Prior to the Date of Initial  Services and upon witnessing all
performance  testing,  the Manager shall inspect the Greenhouse,  and unless the
Manager  submits in writing to Owner a report  setting  forth any defects in the
design or  reconstruction  of the  Greenhouse  within thirty (30) days after the
Date of Initial  Services  and upon  witnessing  all  performance  testing,  the
Manager  will


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be  deemed  to have  accepted  the  Greenhouse.  Any  defects  in the  design or
reconstruction  of  the  Greenhouse  or  in  any  equipment  therein  reasonably
discoverable  by the Manager  through such  inspection  shall not be grounds for
claiming Uncontrollable Force after acceptance of the Greenhouse by the Manager.
The   marketing   and   distribution   of  the  Product  shall  be  the  primary
responsibility  of Village Farms,  L.L.C.  as defined in the Marketing and Sales
Agreement.

     Section 2.02.  Personnel.  The Manager shall dedicate to the performance of
the Contract such administrative,  technical and supervisory  personnel (each of
whom will be properly  trained  and  qualified  to  undertake  their  respective
assigned  duties) and support systems and services as are necessary or desirable
to (i) assure start-up and  commissioning  of the Greenhouse,  (ii) instruct the
Owner and its  employees in the proper  operation of the  Greenhouse,  and (iii)
perform Manager's responsibilities under this Contract.

     Section 2.03.  Facility  Manager.  The Manager shall identify one competent
individual  to act in the capacity of Facility  Manager.  The  Facility  Manager
shall be responsible on a day-to-day basis for the operations and performance of
the Greenhouse.  The selection and continued  employment of the Facility Manager
in the performance of the Greenhouse Operations shall be subject to the approval
of Owner,  which  approval  shall not be  unreasonably  withheld.  The  Facility
Manager shall be an employee of the owner.

     Section 2.04.  Business Plan and Budget.  Prior to the date of  substantial
completion under the Greenhouse Construction Agreement, the Manager will provide
to the Owner a  preliminary  Business  Plan and  Budget  for the  first  year of
operations setting forth such information as the Owner shall reasonably request.
In addition,  within  forty-five (45) days prior to the Date of Initial Services
and within  forty-five  (45) days prior to December 31 of each year  thereafter,
the  Manager  shall  submit to the Owner the  Business  Plan and  Budget for the
initial Contract Year and each Contract Year  thereafter.  The Business Plan and
Budget shall set forth in form and detail reasonably  satisfactory to Owner, the
Manager's  best estimate of Revenues and Operating  Costs of the  Greenhouse for
such Contract Year. Each Business Plan and Budget  delivered  hereunder shall be
subject  to the  approval  of Owner.  In the event the Owner does not notify the
Manager of its approval or  disapproval  of the Business  Plan and Budget within
fourteen  (14) days of its  receipt of same,  the owner  shall be deemed to have
approved such Business Plan and Budget.

     Section 2.05. Performance  Standards.  The Manager shall be responsible for
the operating performance of the Greenhouse in accordance with the Business Plan
and Budget and in conformity with industry,  professional  and safety  standards
and in a prudent and businesslike  manner.  The Manager shall be responsible for
the means,  methods and techniques used in the operation of the Greenhouse.  The
Manager shall  maintain good order and discipline at the Greenhouse at all times
and shall take all  reasonable  precautions  to protect the  Greenhouse  and its
contents (including, but not limited to, the Product) from damage and to protect
employees of Lender, Owner and the Manager and members of the public from injury
at the Site.



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                                   ARTICLE III
                                    OPERATION

     Section 3.01. Operation. During the period beginning on the Date of Initial
Services and ending at the expiration of the Term of this Contract,  the Manager
shall use its best efforts to operate the Greenhouse (including, but not limited
to, the sowing, growing, harvesting and packaging of the Product) at its fullest
productive  capacity  in  accordance  with the  Business  Plan and Budget and in
accordance  with  prudent  agricultural  economic  practices  and to assist  the
Marketing  Agent in its  efforts  to market the  Product to derive the  greatest
possible  revenue  therefrom.  The Manager  warrants that,  during each Contract
Year, beginning with the Second Contract Year, that the operating performance of
the Greenhouse will be on a basis consistent with similar  greenhouses  operated
by the Manager in consideration of differences in size and location of the other
greenhouses.

     Section 3.02.  Compliance With Governmental Rules. The Manager shall at all
times  operate the  Greenhouse in accordance  with all  applicable  Governmental
Rules (including, but not limited to, all environmental protection, hazardous or
toxic substances,  pollution,  waste,  material  handling,  disposal,  sanitary,
health, and safety laws, rules and regulations). The Manager shall be liable for
all fines,  fees,  penalties,  damages or other costs imposed by a  governmental
authority  attributable to its willful acts or negligence (and the negligence of
its agents and employees) in connection  with the operation,  use or maintenance
of the Greenhouse.

     Section 3.03.  Obligations of Owner.  Throughout the Term of this Contract,
Owner shall supply to the Manager of the Greenhouse such personnel and operating
supplies  as shall be  mutually  agreed  upon by the  Manager  and  Owner in the
Business Plan and Budget.  The Manager shall be  responsible  for overseeing and
recording  the use of all  Operating  Supplies  and shall give Owner  reasonable
notice of its requirements for additional  personnel and Operating  Supplies not
set forth in the Business Plan and Budget, along with the reasons therefor.  The
Manager shall be responsible  for  inspecting  Operating  Supplies  furnished by
owner,  and any defects in such Operating  Supplies  reasonably  discoverable by
Manager through such  inspection,  and which are capable of being corrected in a
reasonable time frame, shall not be grounds for claiming  Uncontrollable  Force.
All  personnel of the  Greenhouse  operation  shall at all times be employees of
Owner.  The Manager shall have the right to direct and instruct the employees of
Owner, and subject to Owner's approval, which will not be unreasonably withheld,
to hire and fire Owner's employees, as Manager considers necessary and desirable
for the operation of the Greenhouse.

     Section 3.04. Greenhouse Products. It is contemplated by this Contract that
the Manager  will-use its best efforts to produce  tomatoes in the Greenhouse in
accordance with the Business Plan and Budget.  However, if in the opinion of the
Manager the Greenhouse  operation can be made more  profitable by the production
of produce more  profitable  than  tomatoes,  then the  Manager,  with the prior
written consent of Owner and the Lender, may produce a substitute product.

     Section 3.05.  Maintenance.  The Manager shall have the  responsibility  of
directing the maintenance,  service and repair of the Greenhouse (a) in material
accordance  with  industry  standards  of  prudence,   (b)  in  accordance  with
specifications, directions, instructions and


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<PAGE>

recommendations  of  the  manufacturers  of  the  components  thereof,   (c)  in
accordance with all applicable  Governmental  Rules (including,  but not limited
to, all  environmental  protection,  hazardous or toxic  substances,  pollution,
waste, material handling, disposal, sanitary, health, and safety laws, rules and
regulations)  and (d) to the extent  materially  necessary  to (i)  maintain the
Greenhouse  in good  operating  condition  and  repair,  ordinary  wear and tear
excepted,  (ii)  cause the  Greenhouse  to  continue  to have the  capacity  and
functional  ability to perform,  on a  continuing  basis,  in normal  commercial
operation,  the function for which it was  specifically  designed,  (iii) comply
with any standards imposed by any insurer who has issued any insurance policy or
policies  in  effect  at any time  during  this  Contract  with  respect  to the
Greenhouse  or any part  thereof  and (iv)  keep in full  force and  effect  any
warranty with respect to the  Greenhouse or any part thereof.  The Manager shall
operate the Greenhouse in such a manner that at all times (a) the Greenhouse and
its surrounding  grounds shall be free of litter (both organic and non-organic),
(b) waste  materials  (both organic and  non-organic)  will be confined to areas
designed  and  maintained  for their  storage and  processing,  (c) the exterior
appearance of the buildings and the landscaping surrounding the Greenhouse shall
be neat and orderly  and (d) the  interior  of the  Greenhouse  will be neat and
clean. The Manager will identify  potential  maintenance  problems and recommend
corrective  actions in the Business Plan and Budget.  All costs  associated with
performing the aforementioned maintenance services will be the responsibility of
the Owner.  The  Manager  will  include  its best  estimate of such costs in the
Business Plan and Budget.

     Section 3.06. No Obstruction. Until the termination of this Contract, Owner
shall not,  either  through its agents or employees,  take any action that would
prevent the  Manager  from  operating  the  Greenhouse  in  accordance  with the
Contract  nor take any action  that would  materially  obstruct  the Site or the
Greenhouse,  unless such  prevention or obstruction is caused by  Uncontrollable
Force or by the  Manager  or any of its  Affiliates  or any of their  respective
employees, servants or agents.

                                   ARTICLE IV
                            COMPENSATION AND PAYMENT

     Section 4.01.  Basic  Compensation.  In consideration of the performance of
Manager's obligations under the Contract, Owner shall pay to the Manager the sum
of  THREE  HUNDRED  THOUSAND  DOLLARS   ($300,000.00)  per  Contract  Year  (the
"Compensation") in twelve equal monthly installments beginning on the 1st day of
the second month following the Date of Initial  Services and on each anniversary
thereafter.  For the period from the Date of Initial  Services through the first
day of the month  following the Date of Initial  Services,  the Manager shall be
entitled  to a fee  equal  to the  product  of (i) the  Compensation  and (ii) a
fraction  which shall be the number of weeks of such period  divided by 52, such
amount to be payable on the first day of the month following the Date of Initial
Services.  Such  compensation  will be adjusted  each January 1 of each Contract
Year by the same percentage change in the Consumer Price Index ("CPI"), provided
the  adjustment  shall not cause the  Compensation  to be less than the  current
Contract Year's Compensation. If for any reason the Manager is unable to perform
its  obligations  hereunder  except as a result of  termination of this Contract
because  of a  default  by the  Manager  hereunder,  then the  Manager  shall be
entitled to the continuation of the Compensation as though the Contract had been
performed by the Manager,  provided however,  that in the event that the Manager
or Owner is unable to perform its obligations  under this Contract because of an
Uncontrollable  Force,  then the Compensation  shall be discontinued at any


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time  after the  later  of,  the first  anniversary  of the event  creating  the
Uncontrollable  Force or the date on which the Manager's  continued  performance
was disrupted. In the event this Agreement has been terminated, and in the event
the Manager may have received  Compensation  to which it was not entitled,  said
overpayment of  Compensation  shall be immediately due and payable to the Owner,
upon the determination of such overpayment.

     Section 4.02.  Debt Service  Coverage  Ratio Test.  The  provisions of this
Section  4.02 shall  remain in effect  only for so long as the Owner is party to
any loan agreement with the Lenders.  In the event Owner's debt service coverage
ratio as defined in the Credit  Agreement  ("DSCR") for any calendar  year falls
below 1.5, then, in that event, no Compensation shall be paid for any portion of
that calendar year,  however,  the right to Compensation shall accrue,  provided
the DSCR is  greater  than  1.0,  and shall be paid to the  Manager  in one sum,
immediately  following  Owner's  achievement  of a DSCR of at least 1.5.  In the
event that  Compensation  was paid for any portion of the  calendar  year during
which Owner's  actual DSCR fell below 1.5, those payments shall be deducted from
future  payments due the Manager  hereunder,  until the Owner has recouped same.
Immediately  upon the owner  achieving a DSCR of 1.5,  any  payments  which were
withheld or recouped by owner due to a DSCR  between 1.0 and 1.5,  shall be paid
to the Manager in one sum.  The Owner's DSCR shall be measured as of December 31
of each year during the term of this Contract.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

     Section 5.01.  Representations  and Warranties of the Manager.  The Manager
represents  and  warrants to Owner that both it and the  Facility  Manager  have
substantial  experience  in  the  start-up,  operation  and  management  of  the
maintenance,  service and repair of facilities  similar to the  Greenhouse.  The
Manager is a limited  liability company organized and validly existing under the
laws of the State of  Delaware.  The  Manager's  execution  and delivery of this
Contract  and the  performance  of its  obligations  hereunder  have  been  duly
authorized by all requisite  action on the part of the Manager and this Contract
constitutes  the  Manager's  legal,  valid and binding  obligation,  enforceable
against the Manager in accordance  with its terms.  The Manager's  execution and
delivery of this contract and the performance of its obligations  hereunder will
not  conflict  with,  violate  or  result  in  a  default  under  the  Manager's
certificate  of  formation or operating  agreement or any  mortgage,  indenture,
agreement,  instrument  or other  contract to which the Manager is a party or by
which the Manager is bound.

                                   ARTICLE VI
                            COVENANTS OF THE MANAGER

     Section  6.01.  Operating  Logs:  Records  and Audits.  The  Manager  shall
maintain f or the benefit of Owner daily  operating  logs showing the production
and sales from the Greenhouse and shall prepare  maintenance  and repair reports
in detail  sufficient  to  indicate  the nature of all  maintenance  and repairs
performed. The Manager shall also maintain such records and books of accounts as
are appropriate for the proper management of the Greenhouse and all transactions
related  thereto.  All such books,  records  and  reports  shall be the sole and
exclusive  property  of the  Owner,  and the  Manager  shall keep such books and
records in such place or places so as to


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<PAGE>

provide Owner (and its authorized  representatives)  with maximum access thereto
and the ability. to make copies thereof.

     Section 6.02.  Insurance of the Manager.  At all times during the operation
of the Greenhouse, the Manager shall maintain the following types and amounts of
insurance, with insurers acceptable to the Owner and the Lender:

     (a)  Workers'   Compensation   Insurance  (including  employer's  liability
insurance)  covering  personnel of the Manager in connection with this contract,
subject to the laws of New York;

     (b) Primary  Comprehensive  General  Liability  Insurance for bodily injury
and/or property damage arising from the Work, subject to a combined single limit
of $1,000,000 per occurrence;

     All insurance  policies  procured and  maintained  pursuant to this Section
6.02 shall  contain a clause  requiring  the  insurer  and the Manager to notify
owner and the Lender in writing 45 days prior to any  cancellation or expiration
thereof or any  amendment  thereto.  Prior to the Date of Initial  Services  the
Manager shall furnish Owner and the Lender a certificate of insurance certifying
that the insurance coverage required pursuant to this Section 6.02 is in effect.

     During the Term of this Contract,  Owner shall keep the Facility (including
the  Greenhouse  and all  equipment  therein) and the Site insured  against such
risks and in such amounts as are reasonably required by the Lender.'

     The cost of insurance  required pursuant to this Section 6.02 shall be born
solely by the Manager.  Each such policy shall name the Lender and the Owner (in
the case of (a) and (b) above) as an additional insured.

     Section  6.03.  Employment  Practices.  The Manager  shall  comply with the
applicable  requirements of Executive  orders Nos. 11246 (Equal  Opportunity and
Certification  of  Nonsegregated  Facilities),  11701  (Affirmative  Action  for
Disabled Veterans and Handicapped of the Vietnam Era), 11758 (Affirmative Action
for Handicapped Workers), 11458 and 11625 (Minority Business Enterprise) and all
other  Governmental  Rules  relating  to  employment  practices  to  the  extent
applicable.

     Section 6.04.  Nondisclosure.  All reports,  records and other  information
related to the Site,  the  Greenhouse,  the  operations  of the  Owner,  and the
performance  of the  Manager  of its duties  hereunder  shall not be used by the
Manager for any purposes other than those contemplated hereby or pursuant to the
written  consent of the Owner and shall not be  disclosed  by the Manager to any
other party or any other person or entity except with the prior written  consent
of the Owner.  Furthermore,  the Manager  shall not copy or  reproduce  any such
information without the written consent of the Owner (other than such reasonable
copies as may be  necessary  to perform  its duties and  obligations  under this
Agreement). The Manager shall also take reasonable precautions to ensure against
any breach of the obligations  contained herein which shall be no less stringent
than the  precautions and procedures that it uses to protect its own proprietary
information  and which  shall,  at a  minimum,  be deemed  to  include,  without
limitation, taking precautions to ensure that it will only make such information
available  to  those  of its


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<PAGE>

employees who have a need to know it. Upon the expiration or termination of this
Agreement,  Manager shall  immediately  return to the owner all such information
and all  whole or  partial  copies  thereof  and all  other  materials  that may
include,  in whole or in part,  such  information.  All rights,  whether arising
under copyright,  patent,  trade secret,  or other laws, to such information are
hereby reserved by the Owner.

     Section 6.05.  Compliance With Governmental Rules. The Manager shall at all
times perform its other duties and obligations  hereunder in accordance with all
applicable  Governmental Rules. The Manager shall be liable for all fines, fees,
penalties,   damages  or  other  costs  imposed  by  a  governmental   authority
attributable to its and/or its agents, servants and employees in connection with
the performance of its other duties and obligations hereunder.

                                  ARTICLE VII
                                GENERAL LIABILITY

     Section  7.01.  Indemnification.  The  Manager  shall  indemnify  and  save
harmless Owner and Lender, and their respective directors, officers, agents, and
employees from and against (i) any and all loss, damage,  injury,  liability and
claims  thereof for injury to or death of a person,  including,  but not limited
to,  personnel  of the  Manager,  Lender and Owner,  (ii) any and all loss of or
damage to property and (iii) any and all loss of income by the Owner,  resulting
from the Manager's performance of this Contract to the extent the same is caused
by the negligence or willful  misconduct of the Manager,  any of its Affiliates,
or any of their respective directors, officers, agents or employees. Owner shall
indemnify  and save  harmless  the  Manager  and  Lender,  and their  respective
directors,  officers,  agents,  and  employees  from and against (i) any and all
loss, damage,  injury,  liability and claims thereof for injury to or death of a
person,  including personnel of Owner, Lender and the Manager,  (ii) any and all
loss of or  damage  to  property,  and  (iii)  any and all loss of income by the
Manager,  resulting from the Owner's  performance of this Contract to the extent
the same is caused by the negligence or willful  misconduct of the Owner, any of
its Affiliates or any of its directors, officers, agents or employees.

                                  ARTICLE VIII
                              DEFAULTS AND REMEDIES

     Section  8.01.  Defaults.  Upon the  failure of any Party to  substantially
comply  with  any of the  obligations  of such  Party  hereunder  and  continued
noncompliance  for a period of 30 days  (except in the case  where such  failure
will result in injury to or damage or loss of perishable  Product, in which case
the  cure  period  shall  be  five  (5)  days)  after  written   notice  of  the
noncompliance  is sent to such  Party,  the  non-defaulting  Party  may,  at its
option, by written notice to the defaulting  Party,  declare this Contract to be
in default and at any time thereafter the non-defaulting  Party may, at its sole
discretion,  (a)  exercise  any right or pursue any remedy that may be available
under applicable law or proceed by appropriate court action to enforce the terms
hereof or to recover  damages  for the  breach  hereof  and (b)  terminate  this
Contract. The exercise of any rights or pursuit of any remedies pursuant to this
Contract shall not relieve the defaulting  Party of any of its  obligations  and
liabilities  hereunder,  all of which shall survive such exercise or pursuit. To
the extent  permitted  by law,  and  subject to any  mandatory  requirements  of
applicable  law,  and further  subject to Section  8.02  herein,  each and every
right, power and


                                      -9-
<PAGE>

remedy herein  specifically  given to the  non-defaulting  Party or otherwise in
this Contract shall be cumulative and shall be in addition to every other right,
power and remedy herein specifically given, or now or hereafter existing at law,
equity  or by  statute  and each and  every  right,  power  and  remedy  whether
specifically herein given or otherwise existing may be exercised or pursued from
time to time and as  often  in such  order  as may be  deemed  expedient  by the
non-defaulting  Party,  and the  exercise  or  pursuit or the  beginning  of the
exercise or pursuit of any right, power or remedy shall not be construed to be a
waiver of the right to exercise or to pursue at any time or thereafter any other
right,  power or remedy. No delay or admission by a Party in the exercise of any
right or power or in the pursuit of any remedy may impair any such right,  power
or remedy or be  construed  to be a waiver  of any  default  on the party of the
other Party or to be an acquiescence  therein. No expressed or implied waiver by
a Party of any default  hereunder  shall in any way be, or be construed to be, a
waiver of any future or  subsequent  default  hereunder.  Neither Party shall be
considered to be in default for failure to perform, or delay in performing,  any
obligation under this Contract if performance is prevented,  hindered or delayed
by an Uncontrollable  Force (but only for so long as such  Uncontrollable  Force
continues  unabated).  In such event, the Party which is unable,  or anticipates
being unable, to perform shall (a) promptly notify the other Party in writing of
the nature, cause, date of commencement and expected duration of any such delay,
(b)  indicate  to what  extent  it will be  prevented  from  performing  and (c)
exercise due diligence to overcome such inability to perform with all reasonable
dispatch.  In the event a Party claims excuse of  performance  as a result of an
Uncontrollable  Force which continues  unabated for more than one hundred twenty
(120) days,  the Party that is not affected by such  Uncontrollable  Force shall
have the option to  terminate  this  Agreement  on  written  notice to the other
Party.

     Section  8.02.  Damages  for  Termination  Without  Cause.  Notwithstanding
anything to the contrary in Sections 4.01 or 8.01, the Parties agree that should
Owner elect to terminate  the Agreement  without cause at any time,  pursuant to
Section 9.01 herein, then Owner shall pay as liquidated damages to the Manager a
sum equal to one-fourth  (1/4) of the annual amount of Compensation in effect at
such early termination,  which shall be Owner's sole and exclusive liability and
Manager's sole and exclusive remedy, for such early termination without cause.

                                   ARTICLE IX
                                      TERM

     Section 9.01. Term. Subject to Article VIII and Section 3.01, this Contract
shall  continue to be in effect for fifteen  (15) years from the Date of Initial
Services; provided, however that the Term may be extended for additional periods
on terms acceptable to both Parties, such terms to be agreed upon not later than
three months prior to the expiration of the Term. Notwithstanding the foregoing,
the Owner shall be permitted to terminate this Contract,  with or without cause,
upon ninety (90) days written notice to the Manager, subject to the terms of the
Credit Agreement.

                                    ARTICLE X
                                  MISCELLANEOUS

     Section 10.01. Notices.  Unless otherwise specifically provided herein, all
notices,  requests  and demands and other  communications  hereunder  must be in
writing  and  shall be


                                      -10-
<PAGE>

deemed to have been duly given (i) when delivered personally,  (ii) when sent by
telefax to the telefax number below and followed by a  confirmation  transmitted
by an additional mode of communication provided for herein, (iii) the second day
following  the day on which the same has been  delivered  prepaid  to a national
(only in the  case of  notices  within  the  continental  United  States)  or an
international  air courier service,  or (iv) when received if sent by the mails,
certified or registered, postage prepaid, in each case addressed to the party to
whom such notice is being given at the following addresses:

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

                                        and

                           Village Farms of Buffalo, L.P.
                           c/o Cogentrix of Buffalo, Inc.
                           9405 Arrowpoint Boulevard
                           Charlotte, NC 28273
                           Attention:   General Counsel
                           Telefax:     704-529-1006

         MANAGER:          Village Farms of Delaware, L.L.C.
                           10 Alvin Court
                           East Brunswick, NJ 08816
                           Attention:   President
                           Telefax:     908-254-1710

Any party may change the  address(es)  to which  notices to it are to be sent by
giving  notice of such  change  to the other  parties  in  accordance  with this
Section.

     Section 10.02.  Severability.  Any provision of this Contract that shall be
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof  and any  such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provisions in any other jurisdiction. To the extent permitted
by applicable  law, the Manager and owner hereby waive any provision by law that
renders any provision hereof prohibited or unenforceable in any respect.

     Section 10.03. Amendment.  Neither this Contract nor any other terms hereof
may be terminated, amended, supplemented, waived or modified orally, but only by
an instrument in writing  signed by the Party against which  enforcement  of the
termination, amendment, supplement, waiver or modification shall be signed.

     Section 10.04. Assignment. Neither Party may assign any of their respective
rights under this Contract without the prior written consent of the other Party;
provided, however, that


                                      -11-
<PAGE>

Owner may  assign  its  rights  hereunder  to the  Lender.  Any  assignment  not
permitted by this Section 10.04 shall be void.

     Section 10.05.  Relationship of the Parties. It is agreed and understood by
the parties that the Manager is an independent contractor with respect to Owner.
No  action,  admission  or  instruction  shall be deemed to make the  Manager an
employee,  agent or partner of Owner or to create any other  relationship  among
the Parties.

     Section  10.06.  Headings;  Etc.  The Table of Contents and headings of the
various  articles  and  sections of this  Contract  are for the  convenience  of
reference  only and shall  not  modify,  define  or limit  any  other  terms and
provisions of this Contract.

     Section  10.07.  Governing  Law.  This  Contract  shall  in  all  respects,
including all matters of construction,  validity and performance, be governed by
and construed in accordance with the laws of the State of New York.

     Section 10.08.  Parties in Interest;  Limitation and Rights of Others.  The
provisions of this Contract  shall be binding upon, and inure to the benefit of,
the Parties  hereto and their  respective  successors  and permitted  assignees.
Nothing in this Contract,  whether  expressed or implied,  shall be construed to
give any Person (other than the parties hereto and their  respective  successors
and permitted  assignees) any legal or equitable right, remedy or claim under or
in respect of this Contract or any covenants, conditions or provisions contained
herein.

     Section  10.09.  Arbitration.  (a) In the event a dispute arises between or
among the Parties  relating to the terms of this  Agreement  and any Party gives
written  notice of such  dispute to the other  Party,  then each of the  Parties
involved in such dispute shall refer the dispute to its senior  management.  The
senior  management of each Party shall meet and confer  regarding the resolution
of the dispute.  In the event a resolution of such dispute is not reached within
30 days of the written notice, then either of the Parties may submit the dispute
to arbitration in accordance with Section 10.09.(b).

     (b)  Arbitration of disputes  pursuant to this Section  10.09.(b)  shall be
held in New York, New York, unless otherwise agreed to by the Parties, under the
commercial arbitration rules of the American Arbitration Association,  and shall
be heard by three  arbitrators  selected in  accordance  with such  rules.  Each
arbitrator  shall have at least five years  experience in the United States in a
profession or professions  related to the subject matter involved in the dispute
and shall not be a past or present officer, director or employee of, or have any
interest in or material  relationship  with, any Partner or any Affiliate of any
Partner. Any arbitral award shall be final and binding and may be entered by any
Party in any  state or  Federal  court  having  jurisdiction  thereof.  Costs of
arbitration  (including  reasonable attorney's fees and arbitration costs) shall
be paid either  equally or by the Parties to the  arbitration  or in  accordance
with the decision of the arbitrators.

     Section 10.10.  Owners Title.  Manager  acknowledges  that Owner is not the
owner of the site but is the tenant  thereof  pursuant to a Ground Lease between
The Buffalo Enterprise  Development  Corporation as landlord and owner as tenant
dated  __________________


                                      -12-
<PAGE>

("Ground Lease"). Manager acknowledges receipt of a copy of the Ground Lease and
agrees to comply with the terms thereof in connection  with its operation of the
Greenhouse.

     IN WITNESS  WHEREOF,  the  Parties  have  caused  this  Contract to be duly
executed by the respective officers thereunto duly authorized as of the date and
year first above written.

                                      VILLAGE FARMS OF DELAWARE, L.L.C.

                                      By:    Agro Power Development, Inc.,
                                             its Managing Member

                                      By:___________________________________
                                      Name:    J. Kevin Cobb
                                      Title:   Senior Vice President


                                      VILLAGE FARMS OF BUFFALO, L.P.

                                      By:    Cogentrix of Buffalo, Inc., Partner
                                      By:___________________________________
                                      Name:    Thomas F. Schwartz
                                      Title:   Vice President


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