EXHIBIT 10.80

                                 PROMISSORY NOTE
                            (Line of Credit Facility)


$10,000,000.00                                    Effective Date:  June 24, 1997

     FOR VALUE RECEIVED,  VILLAGE FARMS  INTERNATIONAL  FINANCE  ASSOCIATION,  a
Delaware  corporation  ("Maker"),  promises  to pay to the order of COBANK,  ACB
("Payee" and "CoBank") at its office at 245 North Waco Street,  Wichita,  Kansas
67202, or such other place as Agent (as defined in the Credit  Agreement)  shall
direct in writing, the principal sum of Ten million Dollars ($10,000,000.00) or,
if less, the amount  outstanding under this Note for Advances for loans pursuant
to the Credit  Agreement (Line of Credit Facility) dated as of June 24, 1997, by
and between CoBank (for its own benefit as a lender and as agent for the benefit
of the present and future  Syndication  Parties as named or defined therein) and
Maker  (as it may be  amended  from  time  to time in the  future,  the  "Credit
Agreement") and any Bank Debt related thereto. This Note is issued and delivered
to Payee pursuant to the Credit  Agreement.  All capitalized  terms used in this
Note and not otherwise  defined herein shall have the same meanings as set forth
in the Credit Agreement.

     The unpaid  balance of this Note from time to time  outstanding  shall bear
interest as set forth in the Credit  Agreement.  Principal and interest shall be
payable as provided in the Credit Agreement.  This Note has been issued by Maker
to Payee  pursuant to the Credit  Agreement  and  reference  is made thereto for
specific  terms and  conditions  under which this Note is made and to which this
Note is subject.

     This Note is subject to  voluntary  prepayments  as set forth in the Credit
Agreement. Amounts repaid may be reborrowed as provided in the Credit Agreement.
Upon the  occurrence of an Event of Default,  Maker agrees that Agent shall have
all rights and remedies  set forth in the Credit  Agreement,  including  without
limitation  the rights of  acceleration  set forth in the Credit  Agreement.  In
addition,  Agent  shall have the right to recover  all costs of  collection  and
enforcement of this Note as provided in the Credit Agreement.

     Maker  and any  endorser,  guarantor,  surety  or  assignor  hereby  waives
presentment  for  payment,  demand,  protest,  notice of protest,  and notice of
dishonor and  nonpayment of this Note,  and all defenses on the ground of delay,
suretyship,  impairment  of  collateral,  or of  extension  of time at or  after
maturity for the payment of this Note.

     This Note  shall be  governed  in all  respects  by the law of the State of
Colorado.




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                                            Maker:

                                            VILLAGE FARMS INTERNATIONAL FINANCE
                                            ASSOCIATION, a Delaware corporation


                                            By:  _____________________________
                                            Name:_____________________________
                                            Title:____________________________


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