Exhibit 10.77







                       MANAGEMENT, OPERATION, MAINTENANCE,

                          MARKETING AND SALES AGREEMENT



                                     BETWEEN



                              VILLAGE FARMS, L.L.C.

                                       AND

                           POCONO VILLAGE FARMS, L.P.





                                 March ___, 1997



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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


ARTICLE I
         DEFINITIONS........................................................   1

ARTICLE II
         SCOPE OF DUTIES....................................................   3
                  Section 2.01.   Performance of Duties.....................   3
                  Section 2.02.   Personnel.................................   3
                  Section 2.03.   On-Site Supervisor........................   3
                  Section 2.04.   Marketing Plan............................   4
                  Section 2.05.   Business Plan and Budget..................   4
                  Section 2.06.   Performance Standards.....................   4

ARTICLE III
         OPERATION..........................................................   4
                  Section 3.01.   Operation.................................   4
                  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 of Greenhouse Operations...   6

ARTICLE IV
         MARKETING AND SALES................................................   6
                  Section 4.01.   Marketing.................................   6
                  Section 4.02.   Village Farms Trademark...................   6
                  Section 4.03.   Quality Control...........................   7
                  Section 4.04.   Promotion.................................   7
                  Section 4.05.   Sales Prices..............................   7
                  Section 4.06.   Billing and Collections...................   7
                  Section 4.07.   Packaging, Shipping and Delivery..........   7
                  Section 4.08.   Obligations of Owner......................   7
                  Section 4.09.   No Obstruction of Marketing or Production.   8

ARTICLE V
         COMPENSATION AND PAYMENT...........................................   8
                  Section 5.01.   Basic Compensation........................   8

ARTICLE VI
         REPRESENTATIONS AND WARRANTIES.....................................   8
                  Section 6.01.  Representations and Warranties of the Agent   8

ARTICLE VII
         COVENANTS OF THE AGENT.............................................   9
                  Section 7.01.  Books, Records, Reports and Operating Logs.   9
                  Section 7.02.  Insurance of the Agent.....................   9
                  Section 7.03.  Employment Practices.......................   9
                  Section 7.04.  Nondisclosure..............................   9
                  Section 7.05.  Compliance with Governmental Rules.........  10
                  Section 7.06.  Section 8 and Section 15 Declarations......  10
                  Section 7.07.  Section 9 Renewal..........................  10

ARTICLE VIII
         GENERAL LIABILITY..................................................  10
                  Section 8.01.  Indemnification............................  10

ARTICLE IX
         DEFAULTS AND REMEDIES..............................................  11
                  Section 9.01.  Defaults...................................  11
                  Section 9.02.  Damages for Termination Without Cause......  11

ARTICLE X
         TERM...............................................................  12
                  Section 10.01. Term.......................................  12

ARTICLE XI
         MISCELLANEOUS......................................................  12
                  Section 11.01. Notices....................................  12
                  Section 11.02. Severability...............................  13
                  Section 11.03. Amendment..................................  13
                  Section 11.04. Assignment.................................  13
                  Section 11.05. Relationship of the Parties................  13
                  Section 11.06. Headings; Etc..............................  13
                  Section 11.07. Governing Law..............................  13
                  Section 11.08. Parties in Interest; Limitation and
                                 Rights of Others...........................  13
                  Section 11.09. Arbitration................................  14




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                       MANAGEMENT, OPERATION, MAINTENANCE,
                          MARKETING AND SALES AGREEMENT

     Pocono  Village Farms,  L.P. (the "Owner")  intends to operate a greenhouse
consisting  of  approximately  10  acres,  in  Mt.  Carmel,   Pennsylvania  (the
"Greenhouse").  Village Farms,  L.L.C.  (the "Agent") and the Owner have entered
into this  Management,  Operation,  Maintenance,  Marketing and Sales  Agreement
dated as of March ___, 1997 to operate,  maintain and manage the  Greenhouse and
to market the produce grown at the Greenhouse.

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

                                    ARTICLE I
                                   DEFINITIONS

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

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

     "Agreement" shall mean this document and any exhibits and appendices hereto
as amended, modified or supplemented from time to time.

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

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

     "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
2.05.

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



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     "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.

     "Commencement Date" shall mean March ___,1997.

     "Credit Agreement" shall mean the credit/loan  agreement to be entered into
between Owner and First Pioneer Farm Credit,  ACA,  providing  financing for the
acquisition and improvement of the Greenhouse, and their successors and assigns,
as the same may be amended, modified or supplemented from time to time.

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

     "License  Agreement"  shall mean the License  Agreement  dated February 13,
1996,  between Agro Power  Development,  Inc. and the Agent,  a copy of which is
attached hereto as Exhibit A, as same may be amended from time to time.

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

     "On-Site Supervisor" shall mean the person described in Section 2.03.

     "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 Agent
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 Agent, or any of them, as appropriate,  and
their successors and permitted assignees.

     "Payroll  Costs" shall mean the salaries  payable to employees of the Agent
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.



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

     "Site" shall mean the  Greenhouse  and its grounds  located at Mt.  Carmel,
Pennsylvania.

     "Term" shall mean the period provided for in Section 10.01 hereof.

     "Trademark"  shall mean the Village Farms trademark as described in Section
4.02.

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

     "Work" shall mean all duties and  responsibilities  of the Agent under this
Agreement.

                                   ARTICLE II
                                 SCOPE OF DUTIES

     Section 2.01.  Performance  of Duties.  As more  specifically  described in
Articles III and IV, the Agent shall furnish, manage and supervise all personnel
necessary in connection with the start-up, operation,  maintenance,  service and
repair of the Greenhouse,  and production,  marketing, sale, and distribution of
the Product,  in accordance with the terms of this Agreement.  Commencing on the
Commencement  Date, the Agent shall  participate in the planning and start-up of
the  Greenhouse  and the On-Site  Supervisor (as defined herein in Section 2.03)
shall be available on the Site on a full time basis.

     Section 2.02. Personnel. The Agent shall make available for the performance
of its duties  under the  Agreement,  sufficient  personnel,  including  but not
limited to  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 the performance of Agent's  responsibilities  under this  Agreement,  and
(ii)  instruct  the owner  and its  employees  in the  proper  operation  of the
Greenhouse.

     Section 2.03.  On-Site  Supervisor.  The Agent shall identify one competent
individual to act in the capacity of On-Site Supervisor.  The On-Site Supervisor
shall be responsible on a day-to-day basis for the operations and performance of
the  Greenhouse,  and the  marketing  and  sales  of the  Product  and  shall be
supervised by the Agent.  The selection and continued  employment of


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the On-Site Supervisor in the performance of the Greenhouse  Operations shall be
subject to the  approval  of Owner,  which  approval  shall not be  unreasonably
withheld. The On-Site Supervisor shall be an employee of the Owner.

     Section  2.04.  Marketing  Plan.  The  Agent  will  provide  to  the  Owner
forty-five  (45) days prior to  December  31 of each year  (except for the first
Agreement Year) , a Marketing Plan prepared by the Agent for the next succeeding
Agreement  Year which shall include the strategy for  marketing  efforts for the
upcoming year,  target customers and geographic areas for penetration,  and such
other information which is customarily included in a produce marketing plan, and
which  will also set forth such other  information  as the Owner may  reasonably
request, in form and detail reasonably satisfactory to Owner. The Marketing Plan
shall always be prepared in  conjunction  with the Business  Plan. The Marketing
Plan  shall be  subject  to the  approval  of  owner,  such  approval  not to be
unreasonably withheld.

     Section 2.05. Business Plan and Budget. The Agent will provide to the Owner
a Business Plan and Budget within  forty-five  (45) days prior to December 31 of
each  year.  The  Business  Plan and  Budget  shall set forth in form and detail
reasonably  satisfactory  to owner,  the Agent's  best  estimate of Revenues and
Operating  Costs of the  Greenhouse  for such  Agreement  Year,  and such  other
information as the owner shall reasonably request. Each Business Plan and Budget
delivered  hereunder shall be subject to the approval of Owner. In the event the
owner does not notify the Agent 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 2.06. Performance Standards. The Agent 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 and the sales of the  Greenhouse  produce in
accordance  with the  Marketing  Plan.  The Agent shall be  responsible  for the
means,  methods and  techniques  used in the  operation  of the  Greenhouse  and
marketing and sale of the produce of the  Greenhouse.  The Agent 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 the
owner and the Agent and members of the public from injury at the Site.

                                   ARTICLE III
                                    OPERATION

     Section 3.01.  Operation.  During the period  beginning on the Commencement
Date and ending at the expiration of the Term of this Agreement, the Agent 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 Agent
in its efforts to market the  Product to derive the  greatest  possible  revenue
therefrom.  The Agent warrants that, during each Agreement Year,  beginning with
the Second Agreement Year, that the operating performance of the Greenhouse will
be on a basis  consistent  with  similar


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greenhouses  operated by the Agent in  consideration  of differences in size and
location of the other greenhouses.

     Section 3.02.  Compliance With  Governmental  Rules. The Agent 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 Agent 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 Agreement,
Owner shall supply to the Agent of the  Greenhouse  such personnel and Operating
Supplies as shall be mutually agreed upon by the Agent and owner in the Business
Plan and Budget. The Agent 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 Agent shall
be responsible for inspecting  operating  Supplies  furnished by Owner,  and any
defects in such Operating Supplies reasonably discoverable by Agent 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 Agent 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 Agent considers necessary and desirable for the operation
of the Greenhouse.

     Section 3.04.  Greenhouse  Products.  It is  contemplated by this Agreement
that the Agent 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 Agent the Greenhouse operation can be made more profitable by the production
of produce more profitable than tomatoes, then the Agent, with the prior written
consent of Owner, may produce a substitute product.

     Section  3.05.  Maintenance.  The Agent  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   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  Agreement 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 Agent 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


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<PAGE>

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 Agent 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 Agent  will  include  its best  estimate  of such  costs in the
Business Plan and Budget.

     Section  3.  06.  No  Obstruction  of  Greenhouse  Operations.   Until  the
termination  of this  Agreement,  Owner shall not,  either through its agents or
employees,  take any action  that would  prevent  the Agent from  operating  the
Greenhouse  in  accordance  with the  Agreement  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 Agent or any of its
Affiliates or any of their respective employees, servants or agents.

                                   ARTICLE IV
                               MARKETING AND SALES

     Section 4.01.  Marketing.  During the period  beginning on the Commencement
Date and ending at the expiration of the Term of this Agreement, the Agent shall
use its best efforts to market all the Product of the  Greenhouse  in accordance
with the  Marketing  Plan in order to  derive  the  greatest  possible  Revenues
therefrom. The Agent warrants that, during each Agreement Year, it will sell One
Hundred  (100%)  Percent  of  the  Premium  Quality  tomatoes  produced  by  the
Greenhouse in accordance with the terms and conditions of this Agreement and the
Marketing Plan (as it is updated from time to time).

     Section  4.02.  Village  Farms  Trademark.  Village  Farms  is a  trademark
registered  with the U. S.  Patent  and  Trademark  Office,  owned by Agro Power
Development,  Inc., a New York Corporation  ("APD"),  an affiliate of the Agent.
APD has authorized  the use of the Village Farms  trademark by the Agent and the
owner in conjunction with this Agreement. The Owner hereby acknowledges that the
Agent  and/or  APD has full right and  authority  to the  unlimited  use of this
Trademark on behalf of themselves  and other  producers  located  throughout the
United  States  and  abroad,  and that the  Trademark  is not  limited to use in
conjunction  with  tomatoes,  but may be used for any other type of produce,  at
APD's and the Agent's  discretion.  All Premium Quality tomatoes produced by the
Greenhouse  will be labeled  and/or  otherwise  identified  by the Village Farms
Trademark,  or such other name as  determined by the Agent which would provide a
greater profit to the Owner.  Subject to the provisions of Section 10.01 herein,
the owner shall have the right to use the Trademark,  Village  Farms,  following
the termination of this Agreement, until the maturity date of the Owner's credit
facility  with First  Pioneer Farm Credit,  ACA,  provided  that (i) it pays the
Agent the sum of $100,000  per year,  with the first  payment due within  thirty
(30) days prior to the effective  date of the  termination,  and the  subsequent
payments  due  within  thirty  (30)  days  prior  to  the   anniversary  of  the
termination,  (ii) the use of the Trademark is limited to fruits and vegetables,
including  tomatoes  produced at the  Greenhouse,  and (iii) the Owner agrees in
writing to abide by the conditions and restrictions of the License Agreement, as
same may be amended  from time to time.  In the event the owner fails to pay any
of the required  payments,  the right to use the Trademark  shall terminate upon
the expiration of the period for which payment was last  received.  The terms of
this provision shall survive termination of this Agreement.



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     Section 4.03.  Quality Control.  The On-Site  Supervisor shall exercise its
reasonable  discretion  in  determining  which of the Product of the  Greenhouse
qualifies as Premium Quality.  Best efforts will also be used to market tomatoes
which are of  lesser  quality,  except  for  those  tomatoes,  which in the sole
discretion of the Agent, have no market value due to their inferior quality. The
Agent  shall have  total  discretion  (subject  to the  requirement  that it act
reasonably)  over which, if any of the lesser quality  tomatoes shall be labeled
or identified with the Trademark  "Village Farms".  The Agent will have sole and
absolute discretion (subject to the requirement that it act reasonably) over the
use of the Trademark,  in order to maintain the high quality associated with the
Trademark, and to preserve the market share of the Village Farms tomatoes, which
will ultimately serve to benefit the owner in the sale of its Product.

     Section 4.04.  Promotion.  Agent, in conjunction  with APD, engages in, and
shall  continue  to engage in general  advertising,  marketing  and  promotional
efforts in the food  industry,  on behalf of the Trademark  Village  Farms,  and
shall  maintain  these general  marketing  efforts  throughout  the term of this
Agreement,  on at least the same level as is currently  being  employed,  at the
sole  expense  of the  Agent.  In the  event  Agent  deems  it to be in the best
interests of the Owner to engage in strictly local  advertising  efforts for the
sole benefit of the Owner,  such advertising  campaign efforts shall be detailed
in the  Marketing  Plan  prepared  by the  Agent  pursuant  to the terms of this
Agreement.  In the event said local  advertising  plan is approved by the Owner,
the Owner shall be solely responsible for the costs of same.

     Section 4.05.  Sales Prices.  The Owner  acknowledges  that the sale of its
Product by the Agent is based on market demands and price  fluctuation can occur
seasonally and otherwise.  Agent shall use  commercially  reasonable  efforts to
obtain the highest possible price for the Product.

     Section 4.06. Billing and Collections.  At its cost, the Agent will provide
billing and collection  services to the Owner consistent with the Marketing Plan
and such  direction  as may be  reasonably  given by the Owner to the Agent from
time to time.  All customers of the Owner shall be billed under the name Village
Farms. The Agent will maintain accurate books and records of all sales,  billing
and  collections,  and  shall  prepare  a  monthly  report  which  shall be made
available  to the owner for review.  Monies  collected by the Agent on behalf of
the Owner,  shall be held by the Agent as trustee in a separate  account for the
benefit for the Owner,  and shall be remitted to Owner (without  deduction) on a
weekly basis. Although the Agent is responsible for billing and collection,  the
owner  shall  bear the risk of  nonpayment  by any of its  customers,  and shall
determine if any customers should be dropped, due to poor payment experience.

     Section  4.07.  Packaging,  Shipping,  and  Delivery.  The  Agent  shall be
responsible  for the  instructing  and  training of owner's  employees  who will
physically be responsible for the proper  packaging of the Product.  Agent shall
be responsible for all shipping and delivery  arrangements  for the Product,  at
Owner's sole expense.

     Section 4.08. Obligations of Owner.  Throughout the Term of this Agreement,
Owner shall furnish all Product exclusively to the Agent, and shall use its best
efforts to produce Premium Quality tomatoes,  in the quantity established in the
Business Plan and Budget  prepared  annually by the Agent,  pursuant to Section,
2.05 herein.  All personnel of the  Greenhouse  operation  shall at all times be
employees of Owner.



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     Section  4.09.  No  Obstruction  of  Marketing  or  Production.  Until  the
termination  of this  Agreement,  Owner shall not,  either through its agents or
employees,  take any action  that would  prevent  the Agent from  marketing  the
Product  in  accordance  with this  Agreement  nor take any  action  that  would
materially  obstruct  the  production  of  Product  at  the  Site,  unless  such
prevention or obstruction is caused by  Uncontrollable  Force or by the Agent or
any of its Affiliates or any of their respective employees, servants or agents.

                                    ARTICLE V
                            COMPENSATION AND PAYMENT

     Section 5.01.  Basic  Compensation.  In consideration of the performance of
Agent's obligations under the Agreement, Owner shall pay to the Agent the sum of
TWO HUNDRED AND FIFTY  THOUSAND  DOLLARS  ($250,000.00)  per Agreement Year (the
"Compensation")  (including the initial Agreement Year,  notwithstanding that it
is not a full calendar year) in equal monthly installments  beginning on the lst
day of the month following the Commencement  Date and on the first of each month
thereafter.  Such compensation will be adjusted each January 1 of each Agreement
Year by a percentage equal to the percentage  change in the Consumer Price Index
("CPI"), measured against the prior January 1, provided the adjustment shall not
cause  the   Compensation  to  be  less  than  the  current   Agreement   Year's
Compensation.  If for any reason the Agent is unable to perform its  obligations
hereunder,  except as a result of  termination  of this  Agreement  because of a
default by the Agent hereunder or in accordance with Section 10.01 herein,  then
the Agent shall be entitled to the  continuation  of the  Compensation as though
the Agreement had been  performed by the Agent,  provided  however,  that in the
event that the Agent or Owner is unable to perform  its  obligations  under this
Agreement  because of an Uncontrollable  Force,  then the Compensation  shall be
discontinued  at any time after the later of the first  anniversary of the event
creating  the  Uncontrollable  Force or the date on which the Agent's  continued
performance was disrupted. In the event this Agreement has been terminated,  and
in the event Agent 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.

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES

     Section  6.01.  Representations  and  Warranties  of the  Agent.  The Agent
represents  and  warrants  to Owner that it has  substantial  experience  in the
start-up,  operation and  management of the  maintenance,  service and repair of
facilities similar to the Greenhouse and in the marketing of tomatoes,  and that
the On-Site  Supervisor shall have  substantial  experience in the operation and
management of the maintenance,  service and repair of facilities  similar to the
Greenhouse.  The Agent is a limited liability company duly organized and validly
existing  under the laws of the State of Delaware and  authorized to do business
in the  State of  Pennsylvania.  The  Agent's  execution  and  delivery  of this
Agreement  and the  performance  of its  obligations  hereunder  have  been duly
authorized by all requisite  action on the part of the Agent and this  Agreement
constitutes the Agent's legal, valid and binding obligation, enforceable against
the Agent in accordance  with its terms.  The Agent's  execution and delivery of
this contract and the performance of its obligations hereunder will not conflict
with, violate or result in a default under the Agent's  certificate of formation
or operating  agreement or any  mortgage,  indenture,


                                      -8-
<PAGE>

agreement,  instrument  or other  contract  to which  the Agent is a party or by
which the Agent is bound.

                                   ARTICLE VII
                             COVENANTS OF THE AGENT

     Section 7.01. Books,  Records,  Reports and Operating Logs. The Agent shall
maintain books and records and shall prepare for the benefit of Owner, a monthly
report showing the sales and collections of the Product,  and such other matters
as the Owner may,  from time to time,  reasonably  request be  included  in such
reports,  as well as 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
Agent  shall also  maintain  such other  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 Agent shall keep such books and records
in  such  place  or  places  so  as  to  provide   Owner  (and  its   authorized
representatives)  with  maximum  access  thereto  and the ability to make copies
thereof.

     Section 7.02.  Insurance of the Agent. At all times during the operation of
the  Greenhouse,  the Agent shall  maintain the  following  types and amounts of
insurance, with insurers acceptable to the owner:

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

          (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
7.02 shall contain a clause  requiring the insurer and the Agent to notify owner
in  writing  45 days  prior to any  cancellation  or  expiration  thereof or any
amendment thereto.  Prior to the Commencement Date the Agent shall furnish Owner
a  certificate  of insurance  certifying  that the insurance  coverage  required
pursuant  to this  Section  7.02 is in effect.  The cost of  insurance  required
pursuant  to this  Section  7.02 shall be born  solely by the  Agent.  Each such
policy shall name the Owner (in the case of (a) and (b) above) as an  additional
insured.

     Section  7.03.  Employment  Practices.  The  Agent  shall  comply  with the
applicable  requirements of Executive  Orders Nos. 11246 (Equal  Opportunity and
Certification  of  Nonsegregated  Facilities),  11701  (Affirmative  Action  for
Disabled  Veterans  and  Handicapped  of the Viet Nam Era) , 11758  (Affirmative
Action for Handicapped Workers),  11458 and 11625 (Minority Business Enterprise)
and all other Governmental Rules relating to employment  practices to the extent
applicable.

     Section 7.04.  Nondisclosure.  All reports,  records and other  information
related to the Site,  the  Greenhouse,  the  operations  of the  Owner,  and the
performance of the Agent of its duties  hereunder shall not be used by the Agent
for any purposes other than those contemplated hereby


                                      -9-
<PAGE>

or pursuant to the written  consent of the Owner and shall not be  disclosed  by
the Agent to any other party or any other person or entity except with the prior
written consent of the owner. Furthermore, the Agent shall not copy or reproduce
any such  information  without the written consent of the Owner (other than such
reasonable  copies as may be  necessary  to perform  its duties and  obligations
under this  Agreement).  The Agent  shall also take  reasonable  precautions  to
ensure against any breach of the obligations  contained herein which shall be no
less stringent than the  precautions  and procedures that it uses to protect its
own proprietary information and which shall, at a minimum, be deemed to include,
without  limitation,  taking  precautions  to ensure that it will only make such
information available to those of its employees who have a need to know it. Upon
the expiration or termination of this Agreement,  Agent shall immediately return
to the Owner all such  information  and all whole or partial  copies thereof and
all other materials that may include, in whole or in part, such information. All
rights, whether arising under copyright, patent, trade secret, or other laws, to
such information are hereby reserved by the Owner.

     Section 7.05.  Compliance With  Governmental  Rules. The Agent shall at all
times market the Product and perform its other duties and obligations  hereunder
in accordance with all applicable  Governmental Rules. The Agent shall be liable
for all fines, fees, penalties, damages or other costs imposed by a governmental
authority imposed on or incurred or suffered by the owner which are attributable
to Agent (and/or its agents,  servants and  employees)  in  connection  with the
marketing and sales of the Product and the  performance  of its other duties and
obligations hereunder.

     Section 7.06. Section 8 and Section 15 Declarations. The Agent shall either
cause Agro Power  Development,  Inc. to file, or shall  itself,  file during the
period  between  July 28,  1997 and July 28,  1998,  Section  8 and  Section  15
Declarations, required under 15 U.S.C. S 1058 and 15 U.S.C. S 1065 to extend the
duration of the initial  registration  of the  Trademark  and to  establish  the
Trademark as incontestable.

     Section  7.07.  Section 9 Renewal.  The Agent shall either cause Agro Power
Development,  Inc. to file, or shall itself, file within six months prior to the
expiration  of the  original  registration  of  the  Trademark,  or any  renewal
thereof, an application for renewal of registration under 15 U.S.C. ss. 1059.

                                  ARTICLE VIII
                                GENERAL LIABILITY

     Section 8.01. Indemnification.  The Agent shall indemnify and save harmless
owner and its 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 Agent 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 Agent's performance of this Agreement
to the extent the same is caused by the negligence or willful  misconduct of the
Agent, any of its Affiliates,  or any or their respective  directors,  officers,
agents or employees.  Owner shall  indemnify and save harmless the Agent and its
directors,  officers,  agents,  and  employees  from and against (i) any and all
loss, damage,  injury,  liability and claims thereof for injury to or death of a
person,  including,  but not limited to, personnel of owner and the Agent,  (ii)
any and all loss


                                      -10-
<PAGE>

of or damage  to  property,  and (iii) any and all loss of income by the  Agent,
resulting from the Owner's  performance of this Agreement to the extent the same
is  caused  by  the  negligence  or  willful  misconduct  of  owner,  any of its
Affiliates, or any of its directors, officers, agents or employees.

                                   ARTICLE IX
                              DEFAULTS AND REMEDIES

     Section  9.01.  Defaults.  Upon the  failure of any Party to  substantially
comply  with  any of the  obligations  of such  Party  hereunder  and  continued
noncompliance  for a period of thirty  (30) days  (except in the case where such
failure  will result in injury to or damage or loss of  perishable  Product,  in
which case the cure period shall be five (5) days) after  written  notice of the
noncompliance  is sent to such  Party,  the  non-defaulting  Party  may,  at its
option, by written notice to the defaulting Party,  declare this Agreement to be
in default and at any time thereafter the non-defaulting  Party may, at its sole
discretion,  (a)  exercise  any right or pursue any remedy that may be available
under applicable law or proceed by appropriate court action to enforce the terms
hereof or to recover  damages for the breach hereof  and/or (b)  terminate  this
Agreement.  The  exercise of any rights or pursuit of any  remedies  pursuant to
this Agreement shall not relieve the defaulting  Party of any of its obligations
and liabilities hereunder,  all of which shall survive such exercise or pursuit.
To the extent  permitted by law, and subject to any  mandatory  requirements  of
applicable  law,  and further  subject to Section  9.02  herein,  each and every
right, power and remedy herein specifically given to the non-defaulting Party or
otherwise  in this  Agreement  shall be  cumulative  and shall be in addition to
every  other  right,  power  and  remedy  herein  specifically  given for now or
hereafter  existing at law, equity or by statute and each and every right, power
and remedy  whether  specifically  herein  given or  otherwise  existing  may be
exercised  or  pursued  from  time to time and as often in such  order as may be
deemed expedient by the non-defaulting Party, and the exercise or pursuit or the
beginning of the exercise or pursuit of any right,  power or remedy shall not be
construed  to be a waiver of the right to  exercise  or to pursue at any time or
thereafter any other right, power or remedy. No delay or admission by a Party in
the  exercise  of any right or power or in the  pursuit of any remedy may impair
any such right, power or remedy or be construed to be a waiver of any default on
the party of the other Party or to be an acquiescence  therein.  No expressed or
implied  waiver by a Party of any default  hereunder  shall in any way be, or be
construed to be, a waiver of any future or subsequent default hereunder. Neither
Party shall be considered  to be in default for failure to perform,  or delay in
performing,  any  obligation  under this  Agreement if performance is prevented,
hindered  or  delayed by an  Uncontrollable  Force (but only for so long as such
Uncontrollable  Force  continues  unabated).  In such event,  the Party which is
unable,  or anticipates  being unable,  to perform shall (a) promptly notify the
other Party in writing of the nature,  cause,  date of commencement and expected
duration of any such  delay,  (b)  indicate to what extent it will be  prevented
from  performing  and (c) exercise due diligence to overcome  such  inability to
perform with all  reasonable  dispatch.  In the event a Party  claims  excuse of
performance as a result of an Uncontrollable  Force which continues unabated for
more than one hundred  twenty (120) days, the Party that is not affected by such
Uncontrollable  Force  shall  have the option to  terminate  this  Agreement  on
written notice to the other Party.

     Section  9.02.  Damages  for  Termination  Without  Cause.  Notwithstanding
anything to the contrary in Section 9.01 or 5.01,  the Parties agree that should
owner elect to terminate  the


                                      -11-
<PAGE>

Agreement  without cause at any time,  pursuant to Section  10.01  herein,  then
owner  shall pay as  liquidated  damages to the Agent a sum equal to  one-fourth
(1/4) of the annual amount of Compensation in effect at such early  termination,
which  shall be  Owner's  sole and  exclusive  liability  and  Agent's  sole and
exclusive remedy, for such early termination without cause.

                                    ARTICLE X
                                      TERM

     Section 10.01. Term. Subject to Article IX and Sections 3.01 and 4.01, this
Agreement  shall continue to be in effect for fifteen (15) Agreement  Years from
the Commencement Date. The Term shall automatically renew for an additional five
(5) year period every five years  thereafter  unless  either Party  notifies the
other Party at least sixty (60) days prior to the end of the Term,  that it does
not intend to renew the  Agreement.  Notwithstanding  the  foregoing,  the Owner
shall be permitted to terminate this Agreement with or without cause, upon sixty
(60)  days  written  notice to the  Agent,  subject  to the terms of the  Credit
Agreement.  In the event the owner  terminates the Agreement  without cause,  or
does not renew the Agreement,  the right of the Owner to use the Trademark shall
terminate simultaneously with the termination of this Agreement.

                                   ARTICLE XI
                                  MISCELLANEOUS

     Section 11.01. Notices.  Unless otherwise specifically provided herein, all
notices,  requests  and demands and other  communications  hereunder  must be in
writing  and  shall be  deemed  to have  been  duly  given  (i)  when  delivered
personally,  (ii) when sent by telefax to the telefax  number below and followed
by a confirmation  transmitted by an additional mode of  communication  provided
for herein,  (iii) the second day  following  the day on which the same has been
delivered  prepaid  to a  national  (only  in the  case of  notices  within  the
continental United States) or an international air courier service, or (iv) when
received if sent by the mails, certified or registered, postage prepaid, in each
case  addressed to the party to whom such notice is being given at the following
addresses:

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

                                    and

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



                                      -12-
<PAGE>

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

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

     Section 11.02. Severability.  Any provision of this Agreement that shall be
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof  and any  such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provisions in any other jurisdiction. To the extent permitted
by  applicable  law, the Agent and Owner hereby waive any  provision by law that
renders any provision hereof prohibited or unenforceable in any respect.

     Section 11.03. Amendment. Neither this Agreement nor any other terms hereof
may be terminated, amended, supplemented, waived or modified orally, but only by
an instrument in writing  signed by the Party against which  enforcement  of the
termination, amendment, supplement, waiver or modification shall be signed.

     Section 11.04. Assignment. Neither Party may assign any of their respective
rights  under this  Agreement  without  the prior  written  consent of the other
Party. Any assignment not permitted by this Section 11.04 shall be void.

     Section 11.05.  Relationship of the Parties. It is agreed and understood by
the Parties that the Agent is an independent  contractor  with respect to Owner.
No  action,  admission  or  instruction  shall be  deemed  to make the  Agent an
employee,  agent or partner of Owner or to create any other  relationship  among
the Parties.

     Section  11.06.  Headings;  Etc.  The Table of Contents and headings of the
various  articles  and sections of this  Agreement  are for the  convenience  of
reference  only and shall  not  modify,  define  or limit  any  other  terms and
provisions of this Agreement.

     Section  11.07.  Governing  Law.  This  Agreement  shall  in all  respects,
including all matters of construction,  validity and performance, be governed by
and  construed  in  accordance  with the laws of the State of New York,  without
reference to the choice of law doctrine of such state.

     Section 11. 08. Parties in Interest;  Limitation and Rights of Others.  The
provisions of this Agreement shall be binding upon, and inure to the benefit of,
the Parties  hereto and their  respective  successors  and permitted  assignees.
Nothing in this Agreement,  whether expressed or implied,  shall be construed to
give any Person (other then the Parties hereto and their  respective  successors
and permitted  assignees) any legal or equitable right, remedy or claim under or
in  respect  of  this  Agreement  or any  covenants,  conditions  or  provisions
contained herein.



                                      -13-
<PAGE>

     Section  11.09.  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
thirty  (30) days of the written  notice,  then either of the Parties may submit
the dispute to arbitration in accordance with Section 11.09.(b).

     (b)  Arbitration of disputes  pursuant to this Section 11.09.  (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.



                                      -14-
<PAGE>


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


                                     VILLAGE FARMS, L.L.C.

                                     By:      Agro Power Development, Inc., its
                                              managing member



                                     By:      __________________________________
                                     Name:    J. Kevin Cobb,
                                              Senior Vice President



                                     POCONO VILLAGE FARMS, L.P.

                                     By:      __________________________________
                                     Name:    Thomas F. Schwartz
                                     Title:   __________________________________


     Agro Power  Development  Inc.,  the owner of the Village  Farms  trademark,
hereby consents to the use of the Village Farms trademark,  as set forth in this
Agreement.


                                      AGRO POWER DEVELOPMENT, INC.



                                      By:      _________________________________
                                               J. Kevin Cobb,
                                               Senior Vice President




                                      -15-