Exhibit 10.96



                                                                  EXECUTION COPY

                       FIRST AMENDMENT TO GUARANTY OF AGRO
                             POWER DEVELOPMENT, INC.
                          [Regarding EcoScience Merger]


     This First  Amendment  to Guaranty of Agro Power  Development,  Inc.  (this
"Amendment") is entered into on September ___, 1998 by and between:

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

The Lender Group, as defined in the Guaranty.

                                 R E C I T A L S

     A. The Guarantor entered into a certain Guaranty of Agro Power Development,
Inc. dated June 24, 1997 (as amended to date the  "Guaranty") in connection with
certain  financing  provided by the Lender Group to Village Farms  International
Finance Association (the "Borrower"); and,

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

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

                               A G R E E M E N T S

     NOW,  THEREFORE,  for value  received,  and  intending to be legally  bound
herein, Guarantor covenants and agrees with the Lender Group as follows:

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

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

     3. Definition Amendments.

     (A)  Section  1.35  Owner  Group.  Upon and after the  consummation  of the
Merger,  the  definition  of "Owner  Group" set forth in  Section  1.35 shall be
amended and restated in its entirety as follows:

     1.35 Owner Group: EcoScience Corporation.

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     4. Other Amendments.

     (A) Section 8.3  Maintenance  of  Existence  and  Qualification.  The first
sentence of Section 8.3 of the  Guaranty is hereby  amended and  restated in its
entirety as follows:

     Upon and after the consummation of the Merger, the Guarantor shall maintain
     its corporate existence in good standing under the laws of Delaware.

     (B) Section 9.1  Borrowings.  Section 9.1 of the Guaranty is hereby amended
by deleting  the period at the end of the  Section  and by adding the  following
text at the end of the Section:

     and (vii) the indebtedness owed to Cogentrix Energy,  Inc. ("CEI") pursuant
     to the loan, in the original  principal amount of $643,197.16,  made by CEI
     to Guarantor  pursuant to the Promissory  Note dated March 7, 1997 executed
     by the Guarantor for the benefit of CEI ("CEI Loan").

     5. Loans, Advances or Investments.

     (A)  Section  9.7(e) is hereby  amended  and  restated  in its  entirety as
follows:

     (e)  investments in APD  Subsidiaries,  as defined in the Credit  Agreement
(Line of Credit Facility).

     6.  Exhibits  1.35  Owner  Group.  Upon and after the  consummation  of the
Merger, Exhibit 1.35 shall be deleted in its entirety.

     7. Effective Date.  This  Amendment,  and the amendments to the Guaranty of
Agro Power  Development,  Inc. contained herein shall be effective only upon the
consummation of the Merger pursuant to the terms of the Merger  Agreement by the
filing of the  applicable  certificate  of merger with the Secretary of State of
Delaware.

     8. Continuance of Guaranty.  Except as otherwise expressly provided herein,
the Guaranty shall remain in full force and effect in accordance with its terms.

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

                                Agro Power Development, Inc.


                                BY:  _____________________________________
                                     J. Kevin Cobb, Sr.  VP. & CFO


                                CoBank,  ACB, as Construction Agent,
                                Term Agent, Line of Credit Agent and
                                sole member of the Lender Group


                                BY:  _____________________________________
                                     Name:
                                     Title:


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