Exhibit 10.99

                         VILLAGE FARMS OF PRESIDIO, L.P.


                        AGREEMENT OF LIMITED PARTNERSHIP





                           Dated as of August 31, 1998





     THE LIMITED PARTNERSHIP INTEREST REPRESENTED HEREBY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS
OF CERTAIN STATES AND HAVE BEEN OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS  FROM
THE REGISTRATION  REQUIREMENT OF THE ACT AND SUCH LAWS. THE LIMITED  PARTNERSHIP
INTEREST IS SUBJECT TO  RESTRICTIONS  ON  TRANSFERABILITY  AND RESALE AND MAY BE
TRANSFERRED  ONLY IN A MANNER WHICH IS IN COMPLIANCE WITH THE PROVISIONS OF THIS
AGREEMENT, AND MAY ONLY BE TRANSFERRED IN A TRANSACTION THAT IS REGISTERED UNDER
THE ACT OR EXEMPT FROM SUCH REGISTRATION.


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                                TABLE OF CONTENTS

ARTICLE I  DEFINITIONS ......................................................  2
         1.1            Certain Defined Terms................................  2
         1.2            Other Definitional Provisions........................ 12

ARTICLE II                    12

GENERAL PROVISIONS .......................................................... 12
         2.1            Formation of Partnership............................. 12
         2.2            Name of the Partnership.............................. 12
         2.3            Business of the Partnership.......................... 13
         2.4            Registered Office of the Partnership................. 13
         2.5            Liability of the Partners Generally.................. 13
         2.6            Office of the Partnership............................ 13
         2.7            Duration of the Partnership.......................... 13

ARTICLE III                   14

CAPITAL CONTRIBUTIONS ....................................................... 14
         3.1            Capital Contributions................................ 14
         3.2            Representations...................................... 15
         3.3            Interest............................................. 17
         3.4            Withdrawals of Capital............................... 17
         3.5            Additional Capital Contributions..................... 17

ARTICLE IV                    17

ALLOCATION OF PROFITS AND LOSSES............................................. 17
         4.1            Profits and Losses................................... 17
         4.2            Capital Account Balances............................. 18
         4.3            Minimum Gain Chargeback.............................. 18
         4.4            Nonrecourse Deductions............................... 19
         4.5            Partner Nonrecourse Deductions....................... 19
         4.6            Qualified Income Offset.............................. 19
         4.7            Curative Allocations................................. 19
         4.8            Tax Allocations...................................... 19
         4.9            Property Subject to 704(b) and 704(c)................ 19
         4.10           Limitations.......................................... 19

ARTICLE V                     20

DISTRIBUTIONS                 20
         5.1            Distribution of Net Distributable Cash............... 20
         5.2            Default Allocations for Agrorent A. and Agrorent B... 20
         5.3            Default Allocations for VF Delaware and VF........... 21

ARTICLE VI                    23


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MANAGEMENT                    22
         6.1            Management of the Partnership........................ 22
         6.2            Fundamental Matters.................................. 22
         6.3            Officers of the Partnership.......................... 25
         6.4            No Compensation; Reimbursement....................... 26
         6.5            Insurance............................................ 26
         6.6            Cooperation on Tax Matters........................... 26

ARTICLE VII                   27

BOOKS, RECORDS AND BANK ACCOUNTS............................................. 27
         7.1            Books and Records.................................... 27
         7.2            Accounting Basis and Fiscal Year..................... 27
         7.3            Reports.............................................. 27
         7.4            Bank Accounts........................................ 28
         7.5            Tax Returns.......................................... 28
         7.6            Tax Elections........................................ 28
         7.7            Tax Matters Partner.................................. 38
         7.8            Withholdings......................................... 29

ARTICLE VIII                  29

TRANSFER OF INTERESTS ....................................................... 29
         8.1            Transfer of a Partner's Interest..................... 29

ARTICLE IX                    31

ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS.................................. 30
         9.1            Additional Partners.................................. 30
         9.2            Withdrawal of Partners............................... 31

ARTICLE X                     32

DISSOLUTION AND LIQUIDATION ................................................. 32
         10.1           Events of Dissolution................................ 32
         10.2           Distributions Upon Liquidation....................... 33

ARTICLE XI                    34

DISPUTE RESOLUTION .......................................................... 34
         11.1           Arbitration.......................................... 34
         11.2           Buy/Sell Option...................................... 35

ARTICLE XII                   36

MISCELLANEOUS                 36
         12.1           Distributions and Notices............................ 36
         12.2           Disclosure Obligations............................... 36


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         12.3           Successors and Assigns............................... 36
         12.4           Amendments........................................... 36
         12.5           Partition............................................ 37
         12.6           No Waiver............................................ 37
         12.7           Entire Agreement..................................... 37
         12.8           Captions............................................. 37
         12.9           Counterparts......................................... 37
         12.10          Applicable Law....................................... 37
         12.11          Severability......................................... 37

                                LIST OF SCHEDULES

Schedule 1.1(a)         Calculation of Internal Rate of Return
Schedule 1.1(a)         Project Budget
Schedule 1.1(b)         Project Documents
Schedule 1.1(c)         Site
Schedule 6.3            Initial Officers of the Partnership


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                        AGREEMENT OF LIMITED PARTNERSHIP

     This  Agreement  of  Limited  Partnership  dated as of August  31,  1998 of
VILLAGE  FARMS OF PRESIDIO,  L.P.  (the  "Partnership")  is by and among VILLAGE
FARMS OF DELAWARE,  LLC, a Delaware Limited Liability Company ("VF Delaware" and
a "General  Partner"),  Agrorent B, LLC, a Delaware Limited  Liability  Company,
("Agrorent  B" and a "Limited  Partner"),  Agrorent  A, LLC, a Delaware  limited
liability  company  ("Agrorent A" and a "General  Partner")  and VILLAGE  FARMS,
L.L.C., a Delaware Limited Liability Company ("VF" and a "Limited Partner").

     VF Delaware is a Delaware limited liability company owned 99% by Agro Power
Development,  Inc., a New York  corporation  ("Agro  Power"),  and 1% by Village
Farms,  L.L.C.,  ("VF"). VF is a Delaware limited liability company owned 99% by
Agro Power and 1% by VF  Delaware.  Agro Power has entered into  agreements  and
instruments (as more fully defined hereafter,  the "Project  Documents") related
to the  development  and  operation of a venlo style  greenhouse  located in the
vicinity of Marfa,  Texas for the purpose of producing  and selling  peppers (as
more fully  defined  hereafter,  the  "Project").  In order to continue with the
development  of the Project and obtain  financing for  construction  and working
capital  needs,  Agro Power desires that Agrorent A and Agrorent B contribute in
the aggregate  $999,999.14 to the Project.  In order to encourage Agrorent A and
Agrorent B to contribute such funds to the Project, Agro Power has agreed (1) to
assign to VF the agreement for electrical  services  between Agro Power and West
Texas Utilities (the "Electrical  Agreement" or the "Assigned  Document") and VF
will contribute the assigned documents and $6,199,994.65 to the Partnership,  in
exchange for a 85.25% interest in the  Partnership.  VF Delaware will contribute
$72,727.21 to the Partnership in exchange for a 1% interest in the  Partnership.
In exchange for a contribution  to the capital of the Partnership of $927,271.93
by Agrorent B, Agrorent B will receive a 12.75% interest in the Partnership, and
in exchange for a contribution  to the capital of the  Partnership of $72,727.21
by  Agrorent  A ,  Agrorent A will  receive a 1%  interest  in the  Partnership.
Agrorent A and Agrorent B have agreed to make such  contributions to the capital
of the  Partnership  in  accordance  with the  aforesaid  and on the  terms  and
conditions set forth herein.


     Accordingly,  in  consideration  of the covenants and agreements  contained
herein and other good and  valuable  consideration,  the receipt and adequacy of
which are hereby  acknowledged,  and intending to be legally bound,  the parties
hereto hereby agree as follows:



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                                    ARTICLE I
                                   DEFINITIONS

     1.1 Certain Defined Terms.

     As used in this Agreement,  the following terms have the following meanings
(such definitions to be equally  applicable to both singular and plural forms of
the terms defined):

     "Abandonment" has the meaning set forth in subsection 6.2(e).

     "Adjusted Capital Account Deficit" means, with respect to any Partner,  the
deficit balance,  if any, in such Partner's Capital Account as of the end of the
relevant fiscal year, after giving effect to the following adjustments:

          (a) Credit to such Capital  Account any amounts  which such Partner is
     obligated  to restore  pursuant to any  provision  of this  Agreement or is
     deemed to be obligated to restore  pursuant to the penultimate  sentence of
     Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5); and

          (b) debit to such Capital  Account the items  described in Regulations
     Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing  definition  of Adjusted  Capital  Account  Deficit is intended to
comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall
be interpreted consistently therewith.

     "Adverse  Consequence"  means all actions,  suits,  proceedings,  hearings,
investigations,  charges, complaints,  claims, demands, injunctions,  judgments,
orders, decrees, rulings,  damages, dues, penalties,  fines, costs, amounts paid
in settlement,  liabilities,  obligations,  Taxes, liens,  losses,  expenses and
fees,  including,  but not limited to, court costs,  arbitration costs, costs of
investigation, and attorneys' fees.

     "Affiliate" of any designated Person, means 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.  Notwithstanding the
foregoing, neither Agrorent A


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or Agrorent B, on the one hand, nor VF Delaware or VF, on the other hand,  shall
be deemed to be Affiliates of one another.

     "Agreement"  means this  Agreement  of  Limited  Partnership,  as  amended,
supplemented or otherwise modified and in effect from time to time.

     "Agro Power"  means Agro Power  Development,  Inc., a New York  corporation
with offices at 10 Alvin Court, East Brunswick, New Jersey 08816.

     "Agrorent" means Agrorent A and Agrorent B collectively.

     "Agrorent Designee" has the meaning set forth in Section 6.1(a).

     "Agrorent  A" means  Agrorent  A,  L.L.C.,  a  Delaware  limited  liability
company.

     "Agrorent B" means Agrorent B, L.L.C. a Delaware limited liability company.

     "Appraisal Procedure" means a procedure whereby two independent appraisers,
one chosen by each General Partner, shall agree upon the determinations then the
subject of appraisal. Each General Partner shall deliver a written notice to the
other  appointing its appraiser within 15 days after receipt from the other of a
written notice  appointing  its  appraiser.  Each appraiser then shall prepare a
written appraisal with respect to the determinations  which then are the subject
of appraisal. If within 30 days after appointment of the two appraisers they are
unable to agree upon the amount in question, a third independent appraiser shall
be chosen  within 10 days  thereafter  by the  mutual  consent of such first two
appraisers or, if such first two appraisers  fail to agree upon the  appointment
of a third appraiser, such appointment shall be made by the American Arbitration
Association,  or any organization successor thereto, from a panel of arbitrators
having  experience  in the  business  of  operating a  hydroponic  hot house and
marketing the product  produced therein and a familiarity with equipment used or
operated in such business.  The decision of the third appraiser so appointed and
chosen  shall  be  given  within  30 days  after  the  selection  of such  third
appraiser.  If three appraisers shall be appointed and the  determination of one
appraiser  is  disparate  from the median by more than twice the amount by which
the other  determination is disparate from the median, then the determination of
such  appraiser  shall be excluded,  the remaining two  determinations  shall be
averaged  and such  average  shall be  binding  and  conclusive  on the  General
Partners; otherwise the average of all three determinations shall be binding and
conclusive  on  the  General  Partners.  (For  example,  if the  two  appraisers
appointed by the General  Partners  determine a value of $100 and $ 200, and the
third appraiser  determines a value of $150, then the value in question shall be
conclusively  determined  to be $150  ($100 + $200 + $150  divided  by 3).  As a
further  example,  consider the first example but the third  appraiser  places a
value of $190. In this case,  the $100 valuation  shall be  disregarded  and the
value shall be  conclusively  determined  to be $195 ($190 + $200 divided by 2).
The $100 valuation is disregarded because the median of the three appraisers was
$190 and the  difference  between $100 and $190 is $90, which is more than twice
the difference  between $200 and $190 which is $10,  which  multiplied by two is
$20.) If a General Partner shall



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appoint an appraiser  and the other Person shall fail to appoint an appraiser in
the manner  specified  herein,  the  determination of the appraiser so appointed
shall be binding and  conclusive  on the General  Partners.  The expenses of the
appraisal procedure shall be borne solely by the Partnership.

     "Assigned  Document"  has the  meaning  set forth in the  preamble  to this
Agreement.

     "Budgets" has the meaning set forth in subsection 6.2(i).

     "Business Day" means a day other than a Saturday, a Sunday or any other day
on which  commercial  banks in New York or New Jersey are authorized or required
by law or executive order to be closed.

     "Buy-Out Offer" has the meaning set forth in Section 11.2.

     "Buy-Out Offeree" has the meaning set forth in Section 11.2.

     "Buy-Out Offeror" has the meaning set forth in Section 11.2.

     "Capital Account" means,  with respect to any Partner,  the capital account
maintained  for such Partner in the  Partnership  Books in  accordance  with the
following provisions:

          (a) To each  Partner's  Capital  Account  there shall be credited such
     Partner's  Capital  Contributions,  such  Partner's  distributive  share of
     Profits  and any other  items in the  nature  of  income or gain  which are
     allocated under this Agreement.

          (b) To each  Partner's  Capital  Account  there  shall be debited  the
     amount of cash and the Gross Asset Value of any property (other than money)
     (net of any liabilities assumed by such Partner or to which the property is
     subject)  distributed  to such  Partner  pursuant to any  provision of this
     Agreement,  and such Partner's  distributive  share of Losses and any other
     items in the nature of deductions or losses which are allocated  under this
     Agreement.

          (c) In the event all or a portion of an interest in the Partnership is
     transferred in accordance with the terms of this Agreement in a transaction
     that does not result in a termination of the Partnership under Code Section
     708(b)(1)(B),  the transferee  shall succeed to the Capital  Account of the
     transferor to the extent it relates to the transferred interest.

          (d) In determining  the amount of any liability for purposes of clause
     (a) and clause (b) hereof,  there shall be taken into  account Code Section
     752(c) and any other applicable provisions of the Code and the Regulations.

          (e) If a Partner owns more than one Partnership Interest,  one Capital
     Account shall be maintained for the Partnership Interests of the Partner.


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          (f) Each  Partner's  Capital  Account  shall in all other  respects be
     maintained  in  accordance  with  the  provisions  of  Regulations  Section
     1.704-1(b).

The foregoing  provisions and the other provisions of this Agreement relating to
the  maintenance  of capital  accounts are  intended to comply with  Regulations
Section 1.704-1(b),  and shall be interpreted and applied in a manner consistent
with such Regulations.

     "Capital  Contribution"  means, with respect to any Partner,  the amount of
money and the initial Gross Asset Value of any property  (other than money) (net
of any  liabilities  assumed  by the  Partnership  or to which the  property  is
subject) contributed to the Partnership with respect to any Partnership Interest
held by such Partner pursuant to the terms of this Agreement.

     "Capital  Lease"  means any lease of property,  real or personal,  which in
accordance with GAAP,  would be required to be capitalized on a balance sheet of
the lessee.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time.

     "Commonly  Controlled Entity" means, with respect to any Person, an entity,
whether or not  incorporated,  which is under  common  control  with such Person
within the meaning of Section 414(b) or (c) of the Code.

     "Construction  Agreement"  means the  Commercial  Design  and  Construction
Contract dated as of the date hereof between the  Partnership and Agro Power for
the construction of the Project, as it may be amended, supplemented or otherwise
modified and in effect from time to time.

     "Construction/Term  Facility"  means  a  loan  facility  in the  amount  of
$6,841,029.00  provided by the Construction/Term  Lender pursuant to the Project
Loan Documents.

     "Construction/Term   Lender"  means  Village  Farms  International  Finance
Association or its successor under the Construction/Term Facility.

     "Delaware Act" means the Delaware Revised Uniform Limited  Partnership Act,
6 Del.C.  ss.ss.17101,  et seq.,  as it may be amended from time to time and any
successor to such Act.

     "Depreciation" means, for each fiscal year or other period, an amount equal
to the deprecation,  amortization,  or other cost recovery  deduction  allocable
with respect to an asset for such  period,  except that if the Gross Asset Value
of an asset  differs  from its  adjusted  basis for Federal tax  purposes at the
beginning of such period,  Depreciation  shall be an amount which bears the same
ratio  to  such   beginning   Gross  Asset  Value  as  the  Federal  income  tax
depreciation,  amortization  or other cost  recovery  deduction  for such period
bears to such beginning adjusted tax basis;  provided that if the Federal income
tax depreciation, amortization, or other cost recovery deduction for such period
is zero, Depreciation shall be determined with reference to



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such  beginning  Gross Asset Value using any reasonable  method  selected by the
Management Committee.

     "Dollars" and "$" means dollars in lawful  currency of the United States of
America.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time.

     "ERISA  Affiliate"  means,  with respect to any Person,  any corporation or
trade or business which is a member of the same controlled group of corporations
(within  the  meaning of Section  414(b) of the Code) as such Person or is under
common  control  (within  the  meaning of Section  414(c) of the Code) with such
Person.

     "GAAP" means  generally  accepted  accounting  principles as in effect from
time to time in the United States.

     "General  Partner"  means each of Agrorent A and Village Farms of Delaware,
LLC and any Person admitted to the Partnership as an additional  General Partner
in accordance  with the  provisions of this  Agreement,  until such time as such
Person ceases to be a general  partner of the  Partnership as provided herein or
in the Delaware Act.

     "Governmental Authority" means any nation or government, any state or other
political subdivision thereof and any entity exercising executive,  legislative,
judicial, regulatory or administrative functions of or pertaining to government.

     "Gross Asset Value" means,  with respect to any asset, the asset's adjusted
basis for Federal income tax purposes, except as follows:

          (a) The  initial  Gross  Asset  Value of any  asset  contributed  by a
     Partner to the  Partnership  shall be the gross fair  market  value of such
     asset, as determined by agreement of the Partners;

          (b) The Gross Asset Value of all Partnership  assets shall be adjusted
     to equal  their  respective  gross fair market  values,  as  determined  by
     agreement of the Partners,  and in the event the Partners fail to so agree,
     as determined by the Appraisal  Procedure,  as of the following  times: (i)
     The acquisition of an additional  interest in the Partnership by any new or
     existing   Partner  in  exchange  for  more  than  a  de  minimis   Capital
     Contribution; (ii) the distribution by the Partnership to a Partner of more
     than a de minimis  amount of property as  consideration  for an interest in
     the Partnership if the Management Committee reasonably determines that such
     adjustment  is necessary or  appropriate  to reflect the relative  economic
     interests of the Partners in the Partnership;  and (iii) the liquidation of
     the    Partnership    within   the   meaning   of    Regulations    Section
     1.704-1(b)(2)(ii)(g);

          (c) The Gross Asset Value of any Partnership  asset distributed to any
     Partner  shall be the gross fair market  value of such asset on the date of
     distribution  as  determined



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     by  agreement of the  Partners  and, in the event the  Partners  fail to so
     agree, as determined by the Appraisal Procedure;

          (d) The Gross Asset  Values of  Partnership  assets shall be increased
     (or  decreased) to reflect any  adjustments  to the adjusted  basis of such
     assets pursuant to Code Section 734(b) or Code Section 743(b),  but only to
     the extent  that such  adjustments  are taken into  account in  determining
     Capital  Accounts  pursuant to  Regulations  Section  1.704-1(b)(2)(iv)(m);
     provided,  however, that Gross Asset Values shall be adjusted to the extent
     the  Partners  agree (and in the event the  Partners  fail to so agree,  as
     determined  by the  Appraisal  Procedure)  that an  adjustment  pursuant to
     clause (b) of this  definition  is necessary or  appropriate  in connection
     with a transaction that would otherwise result in an adjustment pursuant to
     clause (d) of this  definition.  If the Gross  Asset  Value of an asset has
     been  determined  or  adjusted  pursuant  to  clauses  (a)  and (b) of this
     definition or clause (d) of this  definition,  such Gross Asset Value shall
     thereafter be adjusted by the Depreciation  taken into account with respect
     to such asset; and

          (e) The  Gross  Asset  Value  of any  asset  owned  indirectly  by the
     Partnership  through a subsidiary  partnership shall be determined pursuant
     to the terms of the partnership agreement for such subsidiary partnership.

     "Indebtedness"  means, with respect to any Person, (a) indebtedness of such
Person for borrowed  money or for the deferred  purchase price of property or of
services (other than obligations  under agreements for the purchase of goods and
services in the normal  course of business  which are not more than 30 days past
due; (b)  obligations of such Person under Capital  Leases;  (c)  obligations of
such Person pursuant to interest hedging  transactions;  (d) obligations of such
Person in respect of letters of credit;  (e)  obligations  of such Person  under
direct and indirect  guarantees in respect of, and  obligations  (contingent  or
otherwise)  to purchase or otherwise  acquire,  or  otherwise  assure a creditor
against loss in respect of,  indebtedness  or obligations of others of the kinds
referred to in clause (a),  (b),  (c) or (d) above (other than  endorsements  of
negotiable  instruments  in the  ordinary  course  of  business);  and  (f)  any
obligations of such Person or a Commonly  Controlled  Entity to a Multi-Employer
Plan. For purposes of clarity,  "Indebtedness"  includes the  obligations of the
Partnership  to repay  amounts  borrowed  under,  and to pay other amounts owing
under, the Project Loan Documents.

     "Initial Capital  Contribution"  means, (a) with respect to Agrorent A, the
amount of  $72,727.21  and,  with  respect  to  Agrorent  B, means the amount of
$927,271.93.  Said Initial Capital  Contributions  to be paid directly to Dalsem
Kassenbouw,  B.V.  in partial  satisfaction  of the  payment  obligation  of the
Partnership to Agro Power under the Construction Agreement;  (b) with respect to
VF  Delaware,  the amount of  $72,727.21  and,  with respect to VF, the Assigned
Document and $6,199,994.65.  Said initial capital  contribution shall be made by
the  satisfaction by VF Delaware and VF of $6,272,721.86 of the obligation owned
by the Partnership to Agro Power under the Construction Agreement.

         "Lien" means any mortgage,  deed of trust,  security interest,  pledge,
hypothecation,  encumbrance  or lien  (statutory or other) of any kind or nature
whatsoever  (including,  without



                                      -7-
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limitation,  any agreement to give any of the foregoing, any conditional sale or
other title retention  agreement,  any financing lease having  substantially the
same  economic  effect as any such  agreement,  and the filing of any  statement
under the Uniform Commercial Code or comparable law of any jurisdiction).

     "Limited  Partner"  means  each of  Agrorent  B and VF and any  Person  who
becomes a limited  partner of the  Partnership  in accordance  with the terms of
this Agreement and is shown as such on the books and records of the Partnership.

     "Losses" has the meaning given to it in the definition of "Profits."

     "Management  Agreement" means the Management  Agreement dated the same date
as this  Agreement  by and  between  the  Partnership  and New  Amsterdam  Joint
Venture, L.L.C., as it may be amended, supplemented or otherwise modified and in
effect from time to time, pursuant to which New Amsterdam Joint Venture,  L.L.C.
will provide operation and maintenance services to the Partnership.

     "Management  Committee"  means the Management  Committee of the Partnership
referred to in Section 6.1.

     "Marketing  Agreement" means the Marketing Agreement dated the same date as
this  Agreement  by and  between the  Partnership  and VF, as it may be amended,
supplemented or otherwise modified and in effect from time to time,  pursuant to
which VF will agree to market products produced by the Partnership.

     "Multi-Employer  Plan" means,  with respect to any Person, a Multi-Employer
Plan as defined in Section 3(37) of ERISA to which  contributions have been made
by such Person or any ERISA Affiliate and which is covered by Title IV of ERISA.

     "Net Distributable  Cash" means for any period, an amount equal to all cash
received by the  Partnership  during such period,  including but not limited to,
cash from operations,  reductions in reserves,  casualty  proceeds,  rebates and
other extraordinary items, less (a) principal,  interest and other payments made
under or pursuant to the Construction/Term  Facility,  (b) all cash expenditures
of and payments made by the Partnership, and (c) any reserves established by the
Management  Committee  of the  Partnership,  and subject to the  limitations  on
distributions,  if any,  imposed  pursuant  to the  terms  of the  Project  Loan
Documents.

     "Nonrecourse  Deductions"  shall have the meaning set forth in  Regulations
Sections  1.704-2(b)  and  (c).  The  amount  of  Nonrecourse  Deductions  for a
Partnership fiscal year equals the excess, if any, of the net increase,  if any,
in the amount of  Partnership  minimum  gain  during  the  fiscal  year over the
aggregate amount of any  distributions  during that fiscal year of proceeds of a
non-recourse  liability that are allocable to an increase in Partnership minimum
gain, determined according to the provisions of Regulations Section 1.704-2(c).


                                      -8-
<PAGE>


     "Operating  Budget"  means the  business  plan and  budget  required  to be
provided to the Partnership pursuant to the Management Agreement.

     "Operating  Management  Fee"  means  a  management  fee to be  paid  to New
Amsterdam Joint Venture, LLC in accordance with the Management Agreement.

     "Partner" means any of the General Partners or the Limited Partners.

     "Partner  Nonrecourse  Deductions"  shall  have the  meaning  specified  in
Regulations Section 1.704-2(i)(2).

     "Partnership"   means  Village  Farms  of  Presidio,   L.P.,   the  limited
partnership  formed pursuant to this Agreement and the filing of the Certificate
of Limited Partnership with the Delaware Secretary of State.

     "Partnership   Books"  means  the  books  and  records  maintained  by  the
Partnership  and reviewed  within sixty (60) days of each fiscal year end by the
Management Committee, in which records and information relating to the ownership
of the  Partnership,  the  constituency of the Management  Committee and actions
taken by the Management  Committee or the Partners is maintained,  including but
not limited to, a register of the Partners, each Partner's Capital Account, each
Partner's Percentage Interest, actions taken by the Management Committee and the
Partners, and this Agreement and any amendments hereto.

     "Partnership  Interest" means, with respect to any Partner, the interest of
such Partner in the Partnership,  whether general or limited,  at any particular
time,  including the rights and  obligations of such Partner as provided in this
Agreement and the Delaware Act.

     "Partnership  Percentage" means, with respect to any Partner,  at any time,
the percentage specified as such Partner's "Partnership  Percentage" at the time
such Partner was admitted to the Partnership, as adjusted in accordance with the
terms of this Agreement. The initial Partnership Percentages are as follows:

                   Agrorent A                          1%
                   Agrorent B                        12.75%
                   VF Delaware                         1%
                   VF                                85.25%

Unless  Agrorent A and Agrorent B's respective  contributions  are made no later
than Friday,  September  4, 1998,  and  evidenced  by a written  receipt of said
contribution from Dalsem Kassenbouw,  B.V., Agrorent A's and Agrorent B's rights
and  duties  under  this  agreement  shall be deemed  to be void ab  initio  and
Agrorent A and  Agrorent  B shall not be deemed to be a party to this  Agreement
and the initial Partnership Percentages shall be as follows:

                   VF Delaware                         2%
                   VF                                 98%


                                      -9-
<PAGE>


     "Permitted  Liens"  means  Liens  in  favor of any  Person  other  than the
Partners or any of their respective  Affiliates,  that (a) arise in the ordinary
course of business of the Partnership (including, without limitation, landlord's
materialmen's,  mechanic's,  worker's,  repairmen's  and  employee's  Liens  and
similar Liens which arise in connection with any tax,  assessment,  governmental
charge or levy) and (b) do not secure Indebtedness.

     "Person" means an individual,  partnership,  corporation,  business  trust,
joint  stock  company,  trust,   unincorporated   association,   joint  venture,
governmental authority or other entity of whatever nature.

     "Profits"  and  "Losses"  mean,  for any  period,  an  amount  equal to the
Partnership's  taxable income or loss for such period,  determined in accordance
with Code Section 703(a) (for this purpose,  all items of income,  gain, loss or
deduction  required to be stated  separately  pursuant to Code Section 703(a)(1)
shall be included in taxable income or loss), with the following adjustments:

          (a) Income of the  Partnership  that is exempt from federal income tax
     and not  otherwise  taken  into  account  in  computing  Profits  or Losses
     pursuant to this definition shall be added to such taxable income or loss;

          (b) any  expenditures  of the  Partnership  described  in Code Section
     705(a)(2)(B) or treated as Code Section 705(a)(2)(B)  expenditures pursuant
     to Regulations Section  1.704-1(b)(2)(iv)(i),  and not otherwise taken into
     account in computing Profits or Losses pursuant to this definition shall be
     subtracted from such taxable income or loss;

          (c) gain and loss with respect to the  disposition of any  Partnership
     asset (both  directly  owned assets and assets owned  indirectly  through a
     subsidiary  partnership)  shall be computed with respect to the Gross Asset
     Value rather than adjusted tax basis of such asset;

          (d) in lieu of the depreciation, amortization, and other cost recovery
     deductions  taken into account in computing  taxable income or loss,  there
     shall be taken into  account  Depreciation  for such  fiscal  year or other
     period; and

          (e) in the  event of an  adjustment  in the Gross  Asset  Value of any
     Partnership  asset pursuant to clause (b) of the definition of "Gross Asset
     Value" herein, the amount of such adjustment shall be taken into account as
     gain or loss from the  disposition  of such asset for purposes of computing
     Profits and Losses.

     "Project"  means an  approximately  26 acre greenhouse to be located on the
Site on which the  Partnership  will produce  peppers or other  produce for sale
under the Marketing Agreement.

     "Project Assets" has the meaning set forth in Section 3.1(a).


                                      -10-
<PAGE>


     "Project Budget" means the pro forma budget of total Project costs attached
hereto  as  Schedule  1.1(a),  as  amended  or  modified  from  time  to time in
accordance with subsection 6.2(i).

     "Project Credit Facility" means the Construction/Term Facility.

     "Project Documents" means the agreements and instruments listed on Schedule
1.1(b)  attached  hereto and  incorporated  herein by reference  entered into in
connection  with  the  Project  as the  same  may be  amended,  supplemented  or
otherwise modified in accordance with Section 6.2 hereof and in effect from time
to time.

     "Project Loan Documents" means the agreements and instruments  executed by,
between or among the  Partnership,  the  Construction/Term  Lender and any other
party  relating  to the  Construction/Term  Facility as the same may be amended,
supplemented or otherwise  modified in accordance with Section 6.2 hereof and in
effect from time to time.

     "Regulations" means the temporary, proposed and final regulations under the
Code and any successor provisions thereto.

     "Requirement  of Law"  means,  as to any  Person,  (a) the  certificate  of
incorporation  and bylaws or partnership  agreement or other  organizational  or
governing  documents of such Person, and (b) any law, treaty, rule or regulation
or determination of an arbitrator or a court or other Governmental Authority, in
each case  applicable to or binding upon such Person or any of its properties or
to which such Person or any of its  properties  is subject and the  violation of
which,  or which  determination,  could  reasonably  be  expected  to (i) have a
material  adverse  effect on the  business,  operations,  properties,  condition
(financial  or  otherwise)  or  prospects  of such  Person  or  (ii)  materially
adversely affect the ability of such Person to perform its obligations under the
Project Loan Documents or the Project Documents to which it is a party.

     "Site" means a parcel of  approximately 55 acres located in the vicinity of
Marfa,  Texas and more fully  described on Schedule  1.1(c)  attached hereto and
incorporated herein by reference.

     "Subsidiary"  means  with  respect  to any  Person,  an  Affiliate  that is
controlled  (directly or indirectly through one or more  intermediaries) by that
Person.

     "Taxes" means any and all income or gross receipt taxes,  franchise  taxes,
levies,  imposts,  duties,  assessments,  fees,  charges and withholdings of any
nature  whatsoever,  whether  or not  presently  in  existence,  imposed  by any
Governmental Authority.

     "VF" means Village Farms, L.L.C., a Delaware limited liability company, 99%
of which is owned by Agro Power and 1% of which is owned by VF Delaware.

     "VF Delaware" means Village Farms of Delaware,  L.L.C.,  a Delaware limited
liability company,  99% of which is owned by Agro Power and 1% of which is owned
by VF.


                                      -11-
<PAGE>



     "Withdraw" or  "Withdrawal",  with respect to any Partner,  means a Partner
ceasing to be a partner of the Partnership for any reason,  whether voluntary or
involuntary, and "Withdrawn", with respect to a Partner, means a Partner who has
ceased to be a partner of the Partnership.

     "Withdrawal  Date" means the date of the Withdrawal from the Partnership of
a Withdrawn Partner.

     1.2 Other Definitional Provisions.

          (a) All  terms  defined  in this  Agreement  shall  have  the  defined
     meanings when used in any  certificate  or other document made or delivered
     pursuant hereto, unless otherwise defined therein.

          (b) As used herein and in any  certificate  or other  document made or
     delivered pursuant hereto, accounting terms not defined in Section 1.1, and
     accounting  terms partly  defined in Section 1.1 to the extent not defined,
     shall have the respective meanings given to them under GAAP.

          (c) The words "hereof,"  "herein" and "hereunder" and words of similar
     import when used in this Agreement shall refer to this Agreement as a whole
     and  not to any  particular  provision  of  this  Agreement,  and  section,
     schedule and exhibit  references  are to this  Agreement  unless  otherwise
     specified.

          (d) Unless the  context  requires  otherwise,  any  reference  in this
     Agreement to any of the Project  Documents  or the Project  Loan  Documents
     shall mean any of such documents as amended,  supplemented  or modified and
     in effect from time to time.

                                   ARTICLE II
                               GENERAL PROVISIONS

     2.1 Formation of Partnership. The Partners hereby confirm the formation and
establishment  of a limited  partnership  under the terms and provisions of this
Agreement and the provisions of the Delaware Act, and the rights and liabilities
of the Partners  shall be as provided in this Agreement and in the Delaware Act.
Concurrently  with or prior to the  execution of this  Agreement by Agrorent A ,
and VF  Delaware,  Agrorent A and VF Delaware  shall or shall have  executed and
filed  with  the  Office  of  Secretary  of State of the  State  of  Delaware  a
Certificate  of Limited  Partnership  in  accordance  with Section  17201 of the
Delaware  Act,  in form and  substance  satisfactory  to both  Agrorent A and VF
Delaware.

     2.2 Name of the Partnership.  The name of the Partnership  shall be Village
Farms of Presidio,  L.P.,  or such other name as the Partners  from time to time
may designate.


                                      -12-
<PAGE>


     2.3  Business of the  Partnership.  The business of the  Partnership  is to
develop, construct, and operate the Project. In furtherance of its business, the
Partnership  shall  have  and may  exercise  all  the  powers  now or  hereafter
conferred by the laws of the State of Delaware on partnerships  formed under the
laws of that state,  and shall do any and all things  necessary or desirable for
the  accomplishment  of the above purposes.  The Partnership  shall engage in no
other  business  except as permitted by the  Management  Committee in accordance
with Section 6.2 below.

     2.4 Registered Office of the Partnership.  The Partnership shall maintain a
registered office at, and the name and address of the  Partnership's  registered
agent in Delaware is, The  Corporation  Trust Company,  1209 Orange Street,  New
Castle County, Wilmington, Delaware 19801.

     2.5 Liability of the Partners Generally.

          (a) Except as  otherwise  provided in the Delaware  Act,  each General
     Partner shall have the  liabilities  of a partner in a partnership  without
     limited  partners  to Persons  other than the  Partnership  and the Limited
     Partners.

          (b) Except as  otherwise  provided in this  Agreement  or the Delaware
     Act, no Limited  Partner (or former Limited  Partner) shall be obligated to
     make any  contribution  of capital to the Partnership or have any liability
     for the debts and obligations of the Partnership.

     2.6 Office of the Partnership. The Partnership shall maintain an office and
principal  place  of  business  in  Marfa,  Texas.  Pursuant  to the  Management
Agreement, the books of account and other records with respect to the operations
of the Partnership  shall be maintained at 10 Alvin Court,  East Brunswick,  New
Jersey  08816.  The  Partnership  shall not have or maintain any office or other
place of business outside of Marfa, Texas.

     2.7 Duration of the  Partnership.  The  Partnership  shall  commence on the
effective date set forth in the Certificate of Limited  Partnership  referred to
in Section 2.1,  above and shall  continue  until its  termination in accordance
with the provisions of Article X.


                                      -13-
<PAGE>



                                   ARTICLE III
                              CAPITAL CONTRIBUTIONS

     3.1 Capital Contributions.

          (a)  Simultaneously  with the execution of the Agreement by Agrorent A
     and Agrorent B, VF shall convey, grant, transfer the assign (or cause to be
     conveyed,  granted,  transferred  and  assigned)  to  the  Partnership  the
     Assigned Document

          If any  consent  or  approval  is  required  in  connection  with  the
     assignment and contribution to the Partnership  pursuant to this subsection
     3.1(a) of any  Assigned  Document VF shall have  obtained  such  consent or
     approval prior to such assignment and contribution.

          (b)  Agrorent  A  shall  make a  contribution  of  $72,727.21  by wire
     transfer  of  immediately  available  funds to Dalsem  Kassenbouw,  B.V. in
     partial  satisfaction of the payment  obligation of the Partnership to Agro
     Power under the Construction  Agreement no later than Friday,  September 4,
     1998.  Unless the  $72,727.21  contribution  is made no later than  Friday,
     September 4, 1998 and evidenced by a written  receipt of said  contribution
     from Dalsem  Kassenbouw,  B.V.,  Agrorent  A's rights and duties under this
     Agreement  shall be deemed  void ab initio  and  Agrorent  A shall not be a
     party to this  Agreement  and VF Delaware  will be deemed to be become a 2%
     general partner in the Partnership.

          (c)  Agrorent  B shall  make a  contribution  of  $927,271.95  by wire
     transfer  of  immediately  available  funds to Dalsem  Kassenbouw,  B.V. in
     partial  satisfaction of the payment  obligation of the Partnership to Agro
     Power under the Construction  Agreement no later than Friday,  September 4,
     1998.  Unless the  $927,271.95  contribution  is made no later than Friday,
     September 4, 1998 and evidenced by a written  receipt of said  contribution
     from Dalsem  Kassenbouw,  B.V.,  Agrorent  B's rights and duties under this
     Agreement  shall be deemed  void ab initio  and  Agrorent  B shall not be a
     party to this  Agreement and VF will be deemed to be a 98% limited  partner
     in the Partnership.

          (d) VF  shall  contribute  to the  Partnership  on  execution  of this
     agreement by all the Partners the Assigned Document and $6,199,994.65.  The
     cash portion of said capital  contribution to be made by VF's  satisfaction
     of  $6,199,994.65  of the obligation  owed by the Partnership to Agro Power
     under the Construction Agreement.

          (e) VF Delaware shall contribute to the Partnership  $72,727.21.  Said
     capital contribution to be made by VF Delaware's satisfaction of $72,727.21
     of  the  obligation  owed  by the  Partnership  to  Agro  Power  under  the
     Construction Agreement.



                                      -14-
<PAGE>



     3.2 Representations.

          (a) The  following  representations  or  warranties  shall be true and
     correct in all  respects,  and are hereby made to Agrorent A and Agrorent B
     by  VF  Delaware  and  VF  as  an  inducement   to  their  making   capital
     contributions to the Partnership:

     (i)  VF Delaware is a limited  liability  company duly  organized,  validly
          existing and in good standing under the laws of the State of Delaware,
          the  ownership of which is 99% by Agro Power and 1% by VF, and (B) has
          full power and authority and the legal right to incur the  obligations
          provided for in this Agreement.

     (ii) VF (A) is a Limited Liability Company duly organized, validly existing
          and in good  standing  under  the Laws of the State of  Delaware,  the
          ownership of which is 99% by Agro Power and 1% by VF Delaware.

    (iii) This Agreement,  Project Documents,  the Assigned Document and Project
          Loan Documents to which any Agro Power Commonly Controlled Entity is a
          party has been duly authorized,  executed and delivered by such entity
          and constitute the legal, valid and binding obligations of such entity
          enforceable  against  it in  accordance  with their  terms,  except as
          enforceability  may be limited by general equitable  principles and by
          applicable  bankruptcy,  insolvency,  reorganization,   moratorium  or
          similar laws affecting the rights of creditors generally.

     (iv) Neither  the  execution,  delivery  or  performance  by any Agro Power
          Commonly  Controlled Entity of this Agreement,  the Project Documents,
          the  Assigned  Document or Project  Loan  Documents  to which any such
          entity is a party,  nor compliance by it with the terms and provisions
          hereof or thereof,  including,  without limitation,  the assignment of
          the Assigned Document and Project Assets to the Partnership,  requires
          the consent or  authorization  of any other party (except such as have
          been duly obtained), or conflicts or will conflict with or result in a
          breach or violation  of its charter  documents or bylaws or any of the
          terms,  conditions or provisions of any  Requirement of Law applicable
          to it or its assets or business.


                                      -15-
<PAGE>


     (v)  It is not an  "investment  company"  or a company  "controlled"  by an
          "investment  company" within the meaning of the Investment Company Act
          of 1940, as amended.

     (vi) The   representations  and  warranties  of  any  Agro  Power  Commonly
          Controlled  Entity in or  pursuant  to any of the  Project  Documents,
          Assigned  Document or Project Loan Documents to which such entity is a
          party are true and  correct as of the date  hereof  (unless  stated to
          relate  solely to an earlier date) and are hereby deemed to be made to
          Agrorent A and  Agrorent B,  mutatis  mutandis,  as if fully set forth
          herein.

          (b) The  following  representations  or  warranties  shall be true and
     correct in all  respects,  and are  hereby  made to VF  Delaware  and VF by
     Agrorent  A and  Agrorent  B as  an  inducement  to  their  making  capital
     contributions to the Partnership:

     (i)  Each of Agrorent A and Agrorent B (A) is a limited  liability  company
          duly organized,  validly  existing and in good standing under the laws
          of the State of  Delaware , (B) has full power and  authority  and the
          legal right to incur the  obligations  provided for in this Agreement,
          and (C) has taken all  necessary  action to authorize  the  execution,
          delivery and performance of this Agreement.

     (ii) This  Agreement  has been duly  authorized,  executed and delivered by
          Agrorent A and Agrorent B and constitutes the legal, valid and binding
          obligation of each of Agrorent A and Agrorent B enforceable against it
          in accordance with its terms,  except as enforceability may be limited
          by  general  equitable   principles  and  by  applicable   bankruptcy,
          insolvency,  reorganization,  moratorium or similar laws affecting the
          rights of creditors generally.

    (iii) Neither  the  execution,  delivery  or  performance  by Agrorent A and
          Agrorent B of this Agreement,  nor compliance by it with the terms and
          provisions hereof,  requires the consent or authorization of any other
          party (except such as have been duly  obtained),  or conflicts or will
          conflict  with or  result  in a breach  or  violation  of its  charter
          documents or bylaws or any of the terms,  conditions  or provisions of
          any Requirement of Law applicable to it or its assets or business.

     (iv) It is not an  "investment  company"  or a company  "controlled"  by an
          "investment  company" within the meaning of the Investment Company Act
          of 1940, as amended.


                                      -16-
<PAGE>


     3.3 Interest.  No interest shall accrue on any  contribution to the capital
of the Partnership.

     3.4 Withdrawals of Capital.  No Partner shall have the right to withdraw or
to be repaid or returned  any capital  contributed  by it,  except as  otherwise
provided herein.

     3.5 Additional Capital  Contributions.  Unless otherwise unanimously agreed
by  the  Management  Committee,  no  Partner  shall  be  required  to  make  any
contribution  to  the  capital  of  the  Partnership   other  than  its  capital
contributions set forth in this Article III.

                                   ARTICLE IV
                        ALLOCATION OF PROFITS AND LOSSES

     4.1 Profits and Losses.

          (a)  After  giving  effect  to the  special  allocations  set forth in
     Sections 4.3, 4.4, 4.5, 4.6, 4.7 and 4.10 hereof,  the Partners shall share
     Profits and Losses as follows:

               (i) Profits shall be allocated among the Partners as follows:

               (A) Profits  shall first be allocated to the General  Partners to
          offset  any prior  allocations  of Loss made to the  General  Partners
          under  Section  4.1(a)(ii)(B)  hereof which have not  previously  been
          offset.

               (B)  Thereafter,  Profits  shall be  allocated to the Partners to
          offset  any  prior  allocations  of Loss  made to the  Partners  under
          Section 4.1(a)(ii)(A) which have not previously been offset.

               (C) Thereafter,  Profits shall be allocated among the Partners in
          proportion to their Partnership Percentages.

               (ii) Losses shall be allocated among the Partners as follows:

               (A) Losses shall first be allocated to the Partners in accordance
          with their positive Capital Accounts.

               (B) Thereafter, Losses shall be allocated to the General Partners
          in the proportion of their Partnership Percentages.

          For Federal  income tax  purposes,  each item of income,  gain,  loss,
     deduction or credit  entering  into the  computation  of the  Partnership's
     taxable income shall be allocated in the same proportion.

          (b) The Profits  and Losses of the  Partnership  shall be  unanimously
     determined by the Management  Committee and shall be allocated as described
     in Section  4.1(a)  (i) at



                                      -17-
<PAGE>

     the end of each fiscal  quarter,  (ii) upon the transfer of the Partnership
     Interest of any Partner pursuant to Article VIII, (iii) upon the Withdrawal
     of any  Partner  pursuant to Article  IX,  (iv) upon the  admission  of any
     Partner to the  Partnership  pursuant  to Article IX and (vi) at such other
     times that the Management Committee may determine.

     4.2 Capital  Account  Balances.  Each  Partner's  Capital  Account shall be
maintained in accordance with the principles of applicable Treasury  Regulations
promulgated  under Section  704(b) of the Code and as otherwise  provided in the
definition of "Capital Accounts" and in this Article IV.

     4.3 Minimum Gain Chargeback.

          (a) Notwithstanding any other provision in this Agreement, if there is
     a net decrease in Partnership  minimum gain  (determined in accordance with
     the principles of Regulations Sections 1.704-2(b)(2) and 1.704-2(d)) during
     any  Partnership  taxable year,  the Partners who would  otherwise  have an
     Adjusted Capital Account Deficit at the end of such year shall be specially
     allocated  items of  Partnership  income  and gain for such year  (and,  if
     necessary,  subsequent  years)  in  an  amount  and  manner  sufficient  to
     eliminate as quickly as possible such Adjusted Capital Account Deficit. The
     items to be so allocated shall be determined in accordance with Regulations
     Section  1.7042(g).  This subsection  4.3(a) is intended to comply with the
     minimum gain charge-back requirements in such Regulation Sections and shall
     be interpreted consistently therewith.

          (b) Notwithstanding any other provision in this Agreement, if there is
     a net  decrease  in  Partnership  minimum  gain  attributable  to a partner
     non-recourse  debt of the  Partnership  (within the meaning of  Regulations
     Sections  1.704-2(b))  during any Partnership  fiscal year, each Person who
     has  a  share  of  the  Partnership   minimum  gain  attributable  to  such
     non-recourse  debt  of  the  Partnership,  determined  in  accordance  with
     Regulation Section  1.704-02(i)(5),  shall be specially  allocated items of
     Partnership  income and gain for such year (and, if  necessary,  subsequent
     years)  in an  amount  equal  to the  greater  of (i) the  portion  of such
     Person's  share of the net  decrease  in  minimum  gain of the  Partnership
     attributable to such  non-recourse  debt of the Partnership,  determined in
     accordance with Regulations Section 1.704-2(i)(b), that is allocable to the
     disposition  of property of the  Partnership  subject to such  non-recourse
     debt of the Partnership,  determined in accordance with Regulations Section
     1.704-2(i)(4),  or (ii) if such  Person  would  otherwise  have an Adjusted
     Capital  Account  Deficit at the end of such year, an amount  sufficient to
     eliminate such Adjusted  Capital Account Deficit.  Allocations  pursuant to
     the previous sentence shall be made in proportion to the respective amounts
     required to be allocated to each Partner pursuant thereto.  The items to be
     so allocated  shall be determined in accordance  with  Regulations  Section
     1.704-2(i)(4).  This  subsection  4.3(b) is  intended  to  comply  with the
     minimum gain charge-back  requirement in such Regulations Section and shall
     be  interpreted  consistently  therewith.   Solely  for  purposes  of  this
     subsection 4.3(b),  each Person's Adjusted Capital Account Deficit shall be
     determined prior to any other allocations  pursuant to this Article IV with
     respect to such fiscal year, other than allocations  pursuant to subsection
     4.3(a) hereof.


                                      -18-
<PAGE>


     4.4  Nonrecourse  Deductions.  Nonrecourse  Deductions for any taxable year
shall be  specifically  allocated  among the  Partners  in  proportion  to their
Percentage Interests.

     4.5 Partner Nonrecourse Deductions.  Nonrecourse Deductions attributable to
otherwise  non-recourse debt with respect to which a Partner or a related person
of a Partner  described in  Regulations  Section  1.752-2(c)  is the creditor or
otherwise  bears the "economic risk of loss" as defined in  Regulations  Section
1.752-2(b) shall be allocated to such Partner.

     4.6 Qualified Income Offset.  Notwithstanding anything in this Agreement to
the contrary,  in the event any Partner  unexpectedly  receives any adjustments,
allocations or distributions  described in paragraphs  (b)(2)(ii)(d)(4),  (5) or
(6) of Regulations  Section 1.704-1,  there shall be specially allocated to such
Partner  such items of  Partnership  income and gain,  at such times and in such
amounts as will  eliminate  as quickly as possible  that portion of its Adjusted
Capital Account Deficit caused or increased by such adjustments,  allocations or
distributions.

     4.7 Curative  Allocations.  The allocations set forth in Sections 4.3, 4.4,
4.5,  4.6 and 4.10 hereof are intended to comply with  certain  requirements  of
Regulations  Section,  1.704-1(b).  Notwithstanding any other provisions of this
Article IV (other than Sections 4.3, 4.4, 4.5, 4.6 and 4.10),  allocations  that
have taken place pursuant to Sections 4.3, 4.4, 4.5, 4.6 and 4.10 shall be taken
into account in  allocating  other items of income,  gain,  loss,  deduction and
credit so that, to the extent possible, the net amount of such other allocations
and the Sections 4.3, 4.4, 4.5, 4.6, and 4.10  allocations to each Partner shall
equal the net  amount  that  would have been  allocated  to each  Partner if the
Sections 4.3, 4.4, 4.5, 4.6, and 4.10 allocations had not occurred.

     4.8 Tax Allocations. Except as provided in Sections 4.7 and 4.9 hereof, for
income tax  purposes  each item of income,  gain,  loss and  deduction  shall be
allocated in the same manner as the  corresponding  book item is  allocated  for
Capital Account purposes.

     4.9 Property  Subject to 704(b) and 704(c).  In the case of any Partnership
asset (directly or indirectly owned) the Gross Asset Value of which differs from
its adjusted tax basis,  income,  gain,  loss and deduction with respect to such
asset  shall,  solely for tax  purposes,  be allocated  in  accordance  with the
principles  of  Code  Sections  704(b)  and  704(c)  to  take  account  of  such
difference.

     4.10 Limitations.  Notwithstanding anything to the contrary in this Article
IV, no allocation  under this Article IV shall be made to a Limited Partner that
would cause such Limited  Partner to have, or that would  increase,  an Adjusted
Capital Account Deficit. Any amount not allocated as a result of this limitation
shall be reallocated to the General  Partners pro rata in accordance  with their
relative Partnership Interests.


                                      -19-
<PAGE>


                                    ARTICLE V
                                  DISTRIBUTIONS

     5.1  Distribution of Net  Distributable  Cash.  Subject to the restrictions
contained  in the Project  Loan  Documents  and subject to Sections  5.2 and 5.3
hereof,  Net Distributable  Cash for each fiscal quarter shall be distributed to
the Partners within thirty (30) days after the end of such quarter as follows:

          (a) 1 % to Agrorent A, 12.75% to Agrorent B, 1 % to VF  Delaware,  and
     85.25% to VF.

     5.2 Default  Allocations  for  Agrorent A. and  Agrorent B. In the event VF
Delaware or Agro Power or any Agro Power Commonly  Controlled Entity defaults or
breaches any of its obligations under this Agreement,  the Management Agreement,
the Marketing Agreement or the Construction Agreement and such default or breach
has not been remedied within any applicable cure period,  or any  representation
or  warranty  made by VF  Delaware,  VF, or any Agro Power  Commonly  Controlled
Entity under this  Agreement or any such other  agreement or document  proves to
have been untrue when made and (a) as a result thereof the Partnership, Agrorent
A and Agrorent B (or any of them) incurs or suffers an Adverse  Consequence  and
(b) Agrorent A or Agrorent B gives written notice of such Adverse Consequence to
the Partnership  and, if the amount thereof is unknown,  its good faith estimate
of the amount of such Adverse Consequence, then the Partnership shall thereafter
refrain from making any  distributions  to VF Delaware under this Agreement (any
such  distribution  that  would  have  been  made  but for this  Section  5.2 is
hereinafter  referred  to  as a  "Blocked  Distribution")  and  shall  take  the
following steps:

     (i)  The Partnership shall distribute to Agrorent A or Agrorent B from such
          Blocked  Distributions  an aggregate  amount equal to 100% of any such
          Adverse  Consequence  suffered or actually  incurred by Agrorent A and
          Agrorent B or either of them (or, if the amount  thereof is not known,
          100% of Agrorent  A's or  Agrorent  B's  written  good faith  estimate
          thereof).  Any such  distribution  made by the Partnership  under this
          subsection  5.2(i)  shall  satisfy  pro  tanto the  obligation  of the
          Partnership to make  distributions to VF --- ----- Delaware or VF with
          respect  to the  Blocked  Distributions.  For  the  purposes  of  this
          Agreement,  any  Adverse  Consequence  suffered  or  incurred  by  the
          Partnership  shall be deemed to have been  suffered or incurred,  on a
          dollar-for-dollar  basis, 7.272% by Agrorent A and 92.727% by Agrorent
          B.

     (ii) Upon  distribution  to  Agrorent  A and  Agrorent  B of  100%  of  the
          aggregate amount of any such Adverse  Consequence (or their good faith
          estimate  thereof) from Blocked  Distributions,  the  Partnership  may
          thereafter make distributions to VF Delaware and VF under Section 5.1,
          unless and until it receives a subsequent notification from Agrorent A
          or Agrorent B under this Section 5.2.


                                      -20-
<PAGE>


     5.3 Default Allocations for VF Delaware and VF. In the event Agrorent A, GP
or Agrorent B as any Nic Poot Commonly  Controlled  Entity  defaults or breaches
any of its obligations under this Agreement or the Management Agreement and such
default or breach has not been remedied  within any applicable  cure period,  or
any  representation or warranty made by Agrorent A or Agrorent B as any Nic Poot
Commonly  Controlled Entity under this Agreement proves to have been untrue when
made and (a) as a result  thereof the  Partnership,  VF Delaware or VF incurs or
suffers an Adverse Consequence and (b) VF Delaware or VF gives written notice of
such  Adverse  Consequence  to the  Partnership  and,  if the amount  thereof is
unknown, its good faith estimate of the amount of such Adverse Consequence, then
the  Partnership  shall  thereafter  refrain  from making any  distributions  to
Agrorent A and  Agrorent B (or either of them)  under this  Agreement  (any such
distribution  that would have been made but for this Section 5.3 is  hereinafter
referred to as a "Blocked Distribution") and shall take the following steps:

     (i)  The  Partnership  shall  distribute  to VF  Delaware  and VF from such
          Blocked  Distributions  an aggregate  amount equal to 100% of any such
          Adverse  Consequence  suffered or actually incurred by VF Delaware and
          VF (or, if the amount thereof is not known,  100% of VF Delaware's and
          VF's written good faith estimate thereof).  Any such distribution made
          by the  Partnership  under this  subsection  5.3(i) shall  satisfy pro
          tanto the  obligation  of the  Partnership  to make  distributions  to
          Agrorent  A or  Agrorent  B (or  either of them)  with  respect to the
          Blocked  Distributions.  For purposes of this  Agreement,  any adverse
          consequence suffered or incurred by the partnership shall be deemed to
          have been suffered or incurred,  on a dollar for dollar basis,  1.159%
          by VF Delaware and 98.840% by VF.

     (ii) Upon  distribution  to VF  Delaware  and VF of 100%  of the  aggregate
          amount of any such Adverse  Consequence  (or their good faith estimate
          thereof) from Blocked  Distributions,  the  Partnership may thereafter
          make  distributions  to Agrorent A and  Agrorent B under  Section 5.1,
          unless  and  until  it  receives  a  subsequent  notification  from VF
          Delaware or VF under this Section 5.3.


                                      -21-
<PAGE>



                                   ARTICLE VI
                                   MANAGEMENT

     6.1 Management of the Partnership.

          (a) The overall  management and control of the business affairs of the
     Partnership  shall be vested in the  Management  Committee,  subject to the
     limitations  contained in Section 6.2 or elsewhere in this  Agreement.  The
     Management  Committee  shall  consist of four  members,  one  designated by
     Agrorent  A and  three  designated  by VF  Delaware  (each  a "VF  Delaware
     Designee"), and a quorum of the Management Committee shall require at least
     three members of the Management Committee.  No action at any meeting may be
     taken by the  Management  Committee  unless a quorum is present  (acting in
     person  or  by  proxy).  The  Management  Committee  shall  meet  not  less
     frequently  than  quarterly.   Members  of  the  Management  Committee  may
     participate in a meeting of the Management Committee by means of conference
     telephone.  No action may be taken by the Management Committee with respect
     to any of the matters described in Section 6.2 hereof unless such action is
     in the form of a writing signed by all members of the Management Committee.
     All meetings of the Management  Committee  shall take place at Agro Power's
     offices in East Brunswick, New Jersey or such other place as the Management
     Committee may unanimously agree.

          (b) Except as set forth in Section 6.2,  any action by the  Management
     Committee  shall  require the  approval of a majority of the members of the
     Management Committee.

          (c)  Any  General  Partner  may,  at  any  time,  replace  any  of its
     respective  Designees to the Management  Committee with a new Designee and,
     upon such  change,  or upon the death or  resignation  of any  Designee,  a
     successor  shall be designated  in writing by the party that  appointed the
     Designee being replaced.

          (d) Any General Partner or member of the Management  Committee may, at
     any time, request a meeting of the Management  Committee by sending written
     notice  specifying in reasonable  detail the  purpose(s) of such meeting to
     all other Partners and to the members of the Management  Committee at least
     ten (10) days in advance of the proposed date for the meeting, which notice
     may be waived by all members of the Management  Committee and all Partners.
     Any  member  of the  Management  Committee  may  propose  that an action be
     submitted to the Management  Committee for approval,  and there shall be no
     requirement  of notice of the issues to be  addressed at any meeting of the
     Management Committee.

     6.2  Fundamental  Matters.  The  following  matters shall require the prior
unanimous authorization and approval of the Management Committee:

          (a) Any  transaction,  or series  of  transactions  in the  aggregate,
     (other  than those  approved by any  Budget) in which the  Partnership  (i)
     acquires,  purchases or leases



                                      -22-
<PAGE>


     any capital asset or right for consideration  having a fair market value in
     excess of  $25,000,  (ii)  consolidates  or  merges  with or into any other
     Person,  (iii) sells,  assigns,  leases or otherwise transfers any asset or
     right having a fair market value in excess of $25,000,  or (iv) assumes any
     liability or obligation in excess of $25,000.

          (b) The approval,  execution  and delivery of any  contract,  lease or
     agreement   following  the  date  of  this  Agreement,   including  without
     limitation,  the Project  Loan  Documents,  the  Marketing  Agreement,  the
     Management  Agreement  and the Project  Documents;  provided,  that no such
     approval shall be required for (i) any contracts and permit applications in
     existence prior to the date of this Agreement and listed on Schedule 1.1(b)
     hereto,  or (ii) any other contract,  lease or agreement which is expressly
     non-recourse  to the  Partners  so  long as the  amounts  to be paid by the
     Partnership  thereunder,  together with all other amounts to be paid by the
     Partnership pursuant to contracts,  leases or agreements that have not been
     unanimously  approved  or ratified by the  Management  Committee,  does not
     exceed $50,000 in the aggregate excluding  contracts,  leases or agreements
     for supplies used in the ordinary  course of business and  contemplated  in
     the Operating Budget.

          (c)  The  approval,  execution  or  delivery  of  any  amendments  to,
     modification  or  termination  of,  enforcement  of  rights  under,  or any
     consents or waivers in connection  with any  contract,  lease or agreement,
     other than contracts  entered into without prior unanimous  approval of the
     Management  Committee  pursuant  to  subsection  6.2(a) or  clause  (ii) of
     subsection 6.2(b) above.

          (d) The sale or issuance by the Partnership of any interest, or of any
     option,  warrant or similar right to acquire any  interest,  of any kind in
     the Partnership.

          (e) Any decision to (i) terminate all or any  substantial  part of the
     Project (an  "Abandonment") or (ii) engage in any activity not contemplated
     by this Agreement.

          (f)  The  incurrence  or  assumption  of  any   Indebtedness   by  the
     Partnership,  except for (i) Indebtedness  which, when the principal amount
     thereof is aggregated with the principal amount of Indebtedness  previously
     incurred pursuant to this subsection 6.2(f) which remains outstanding, does
     not exceed  $25,000 and (ii) the  Indebtedness  represented  by the Project
     Loan Documents.

          (g) The  granting  of any Lien  (other  than  Permitted  Liens) on the
     assets or rights of the Partnership.

          (h) The repayment  (other than repayments in accordance with scheduled
     maturity),  voluntary  prepayment or redemption  of, or any  refinancing or
     other modification of the terms of, any Indebtedness.

          (i) The  adoption  and  modification  of the  Operating  Budget or the
     Project Budget (collectively, the "Budgets").


                                      -23-
<PAGE>

          (j) The  initiation of any legal  proceedings or arbitration on behalf
     of the  Partnership,  or the  settlement  of any  claim by or  against  the
     Partnership  with  respect to claims in excess of $25,000 or which  include
     requests for an injunction, specific performance or other equitable relief.

          (k)  The  selection,   removal,  or  determination  of  authority  and
     responsibility  of the  officers  of the  Partnership,  general  or special
     counsel for the  Partnership,  accountants and auditors for the Partnership
     and the Project and the  approval  of any change in the  accounting  or tax
     policy of the Partnership or the Project.

          (l)  To  the  extent  not  specified  in  this   Agreement,   (i)  any
     distribution  of income or any assets or rights of the  Partnership or (ii)
     the  redemption,  purchase  or other  acquisition  of any  interest  in the
     Partnership.

          (m) Except as contemplated in Article X of this Agreement, liquidating
     or  dissolving,  or proposing to liquidate or dissolve,  or  effecting,  or
     proposing to effect, a recapitalization in any form of transaction,  of the
     Partnership.

          (n) (i) Commencing any case,  proceeding or other action (A) under any
     existing or future law or any jurisdiction,  domestic or foreign,  relating
     to bankruptcy, insolvency,  reorganization or relief of debtors, seeking to
     have  an  order  for  relief   entered  with  respect  to  it,  or  seeking
     reorganization,    arrangement,    adjustment,   winding-up,   liquidation,
     dissolution,  composition  or other relief with respect to it or its debts,
     or (B) seeking  appointment  of a  receiver,  trustee,  custodian  or other
     similar  official for it or for All or any substantial  part of its assets;
     (ii) making, or proposing to make, a general  assignment for the benefit of
     its  creditors;  (iii)  admitting  or  proposing  to admit in  writing  its
     inability to pay its debts as they become due;  (iv) filing or proposing to
     file any plan of reorganization  pursuant to 11 U.S.C. ss. 101 et seq.; (v)
     taking,  or proposing to take, any action in furtherance  of, or indicating
     its consent to, approval of or  acquiescence  in, any of the acts set forth
     in clause (i) or (ii) above.

          (o)  Establishing  any operating or capital  reserves other than those
     required by the Project Loan Documents.

          (p) Establishing committees of the Management Committee and delegating
     voting authority to such committees.

          (q)  The  approval,  execution  or  delivery  of  any  amendments  to,
     modification  or termination of, or any waivers of any rights under, or the
     grant of any consents under or in connection with any Project Document, any
     Project Loan Document, the Marketing Agreement or the Management Agreement.


                                      -24-
<PAGE>


          (r) The  approval  or taking of any  action  that would be an event of
     default or that would give rise to a right of termination under any Project
     Document or any Project Loan Document.

          (s) The  approval or taking with any action that would give rise to an
     event of default under any Project Loan Document or that would give rise to
     a right of acceleration or termination under any Project Loan Document.

          (t) The  reimbursement by the Partnership of any General Partner under
     Section  6.4(b)  hereof of any  expenses  incurred  thereby in an amount in
     excess of $5,000 during any fiscal quarter  (other than those  contemplated
     by any Budget).

          (u) Any change in or termination of any insurance policies  maintained
     by the Partnership.

          (v) Any  agreement  to  undertake  any action  that would  require the
     approval of the Management Committee under this Section 6.2.

          (w) Any act in contravention of this Agreement or the Act.

          (x) Any act which would make it  impossible  to carry on the  ordinary
     business of the Partnership.

          (y)  Possession  of  Partnership  property  by  any  Partner,  or  the
     assignment,  transfer  or pledge of rights of the  Partnership  in specific
     Partnership property for other than a Partnership purpose or other than for
     the  benefit  of the  Partnership,  or any  commingling  the  funds  of the
     Partnership with the funds of any other person.

          (z) Any action  which  would  cause the  Partnership  to be treated as
     other than a partnership for Federal income tax purposes.

          (aa) Any  confession  of a judgment  against  the  Partnership  or any
     Partner.

          (ab) The grant of any power of attorney or appointment of any agent or
     attorney (other than customs brokers).

          (ac) The grant of  signature  authority  to any Person with respect to
     any of the Partnership's bank or investment accounts.

          (ad) The change of the principal crop produced by the Partnership from
     peppers to some other form of produce.

     6.3 Officers of the Partnership.  The Partnership may have such officers as
may be designated by the Management  Committee from time to time.  Such officers
shall (a) serve at the  pleasure  of the  Management  Committee,  (b) subject to
Section 6.3 and to the instructions and



                                      -25-
<PAGE>


directions  of the  Management  Committee,  have  such  powers  as  are  usually
exercised by comparable  designated  officers of a Delaware  corporation and (c)
have the power to bind the  Partnership  through the  exercise of such powers to
the  extent  consistent  with the terms  hereof.  The  initial  officers  of the
Partnership  shall be those persons  listed on Schedule 6.3 attached  hereto and
incorporated herein by reference. Following the execution hereof, officers shall
be appointed or removed only by action of the Management Committee in accordance
with the provisions of Section 6.1.

     6.4 No Compensation; Reimbursement.

          (a) Except as expressly provided herein, the General Partners, members
     of the Management  Committee and officers shall receive no compensation for
     performing  their  duties as General  Partners,  members of the  Management
     Committee or officers under this Agreement;  provided,  however,  that this
     provision  shall not affect  any  Partners'  right to receive  its share of
     distributions as set forth in Article V hereof.

          (b) Subject to the  limitation,  if any,  imposed by the Project  Loan
     Documents and subject to subsection  6.2(u),  each General Partner shall be
     entitled to  receive,  out of any  Partnership  funds  available  therefor,
     reimbursement of all amounts expended by such General Partner in payment of
     properly  incurred  and  documented  Partnership  obligations  paid by such
     General Partner out of its own funds so long as such  expenditures are made
     in accordance with the Budgets.

     6.5  Insurance.  The  Partnership  shall (a)  maintain,  with  insurers  or
underwriters  of good repute,  in the name of the  Partnership,  such  insurance
relating to the  operations of the  Partnership  as is customary for  comparable
businesses  to that of the  Partnership  to  maintain,  against  such  risks and
pursuant to such terms (including deductible limits or self-insured  retentions)
as are  customary for such  businesses,  and (b) pay all premiums and other sums
payable in order to maintain  such  insurance.  For  purposes of clarity,  it is
hereby agreed that the Partnership shall maintain the insurance  required by the
Project Loan  Documents and all insurance  policies  shall name Agrorent A as an
additional  insured and provided  that they may not be  cancelled or  terminated
except with 30 days' prior written notice to Agrorent A.

     6.6 Cooperation on Tax Matters.  The  Partnership  shall cooperate fully as
and  to  the  extent  reasonably  requested  by  Agrorent  A or VF  Delaware  in
connection with the preparation and filing of any Tax return, statement,  report
or form,  and any audit,  litigation or other  proceeding  with respect to Taxes
relating to or arising out of the Project.  Such  cooperation  shall include the
retention and, upon request by either  Agrorent A or VF Delaware,  the provision
of records  and  information  that are  reasonably  relevant  to any such audit,
litigation or other proceeding.  The Partnership  agrees to (a) retain all books
and records  with  respect to Tax matters  pertinent to the Project and (b) give
Agrorent A and VF Delaware  reasonable  written  notice prior to  destroying  or
discarding any such books and records.  The Partnership shall retain any records
requested by either Agrorent A or VF Delaware to be retained.


                                      -26-
<PAGE>


                                   ARTICLE VII
                        BOOKS, RECORDS AND BANK ACCOUNTS

     7.1  Books  and  Records.   In  addition  to  the  Partnership  Books,  the
Partnership shall also keep such books of account and other records with respect
to  the  operations  of  the  Partnership  as  will  sufficiently   explain  the
transactions  and financial  position of the  Partnership  and enable  financial
statements to be prepared in accordance with GAAP and shall cause such books and
other  records  to be kept in such  manner as will  enable  them to be  properly
audited.  The  Partnership  Books  and such  other  books and  records  shall be
maintained  at the  principal  places of  business  of the  Partnership  and all
Partners  and their  duly  authorized  representatives  shall at all times  have
access to and the right to review and copy such books and records.

     7.2  Accounting  Basis and Fiscal Year.  The books of the  Partnership  (a)
shall be kept on an accrual basis in accordance with GAAP, (b) shall reflect all
Partnership  transactions,  (c)  shall  be  appropriate  and  adequate  for  the
Partnership's  business  and  for the  carrying  out of all  provisions  of this
Agreement,  and (d) shall be closed and  balanced  as of the end of each  fiscal
year, as soon as practicable  after the end of such fiscal year. The fiscal year
of the Partnership  shall be January 1 through  December 31 of each year or such
other  fiscal  year that may be  selected  with the  unanimous  approval  of the
Management Committee.

     7.3 Reports.

          (a)  Unless  otherwise  required  by  the  Management  Committee,  the
     Partnership  shall cause to be delivered to each  Partner,  within 120 days
     after  the end of  each  fiscal  year,  an  annual  report  containing  the
     following:

     (i)  A balance  sheet as of the end of the  Partnership's  fiscal  year and
          statements  of  income,  Partners'  equity and cash flows for the year
          then ended,  each of which shall be audited and  reported on by Arthur
          Andersen & Co. or such other independent certified public accountants,
          which shall be a  nationally  recognized  accounting  firm,  as may be
          selected by the Management Committee;

     (ii) a general description of the activities of the Partnership during such
          year; and

    (iii) a report of any material  transaction  between the Partnership and any
          Partner or any of its Affiliates,  including fees and compensation and
          reimbursements  paid by the Partnership and the products  supplied and
          services performed by such Partner or any such Affiliate for such fees
          or  compensation  and the expenses so reimbursed;  provided,  however,
          that no  report  shall  be  required  for any  products  supplied  and
          services performed if such products and services are provided pursuant
          to the terms of a Project  Document,  the  Management  Agreement,  the
          Marketing  Agreement,   an

                                      -27-
<PAGE>


          agreement  unanimously approved by the Management Committee or set out
          in any Budget and the compensation  therefor is in accordance with the
          terms of such agreement.

          (b) Within 45 days after the end of each  quarter of each fiscal year,
     the  Partnership  shall cause to be  delivered  to each Partner a quarterly
     report  containing  a  balance  sheet as of the end of such  quarter  and a
     statement of income for such  quarter,  each of which may be unaudited  but
     which shall be certified by the chief financial  officer of the Partnership
     as fairly  presenting the financial  position of the Partnership at the end
     of such  quarter  and results of  operations  of the  Partnership  for such
     quarter  and as having  been  prepared in  accordance  with the  accounting
     methods  followed by the  Partnership  for Federal  income tax purposes and
     otherwise  in  accordance  with  GAAP  applied  on  a  basis  substantially
     consistent  with that of the  Partnership's  audited  financial  statements
     (subject to normal year end adjustments).

          (c) Within 120 days of the end of each fiscal  year,  the  Partnership
     will cause to be delivered to each Partner all  information  necessary  for
     the preparation of such Partner's  Federal income tax returns,  including a
     statement showing such Partner's share of income, gains, losses, deductions
     and credits for such year for Federal income tax purposes and the amount of
     any  distributions  made to or for the account of such Partner  pursuant to
     this Agreement.

     7.4 Bank Accounts.  The Partnership  shall maintain one or more accounts in
one or more banks  located in Marfa,  Texas and such other  locations  as may be
approved  by the  Management  Committee,  each of which  shall  be a member  the
Federal  Deposit  Insurance  Corporation.  In addition,  the  Partnership  shall
establish  such other  accounts  and deposit  amounts as required by the Project
Loan  Documents.  All such  amounts  shall be and  remain  the  property  of the
Partnership,  and shall be received,  held and disbursed by the  Partnership for
the purposes specified in this Agreement. There shall not be deposited in any of
said accounts any funds other than funds  belonging to the  Partnership,  and no
other funds shall in any way be commingled with such Partnership funds.

     7.5 Tax Returns.  The Management  Committee  shall cause income tax returns
for the  Partnership  to be  prepared  and  timely  filed  with the  appropriate
authorities.

     7.6 Tax Elections.  The Management Committee shall, from time to time, make
such tax elections as it deems  necessary or advisable to carry out the business
of the Partnership or the purposes of this Agreement.

     7.7 Tax  Matters  Partner.  VF  Delaware  shall be the  Partnership's  "tax
matters partner" for purposes of the Code and with respect to all other Federal,
state and local Taxes. The approval of the tax matters partner shall be required
before the  Partnership  or any Partner  (with respect to  Partnership  matters)
files any document with any Governmental  Authority  including,  but not limited
to, returns, amendments, requests for refunds, appeals, or waivers or extensions
of statutes of  limitations.  The tax matters partner shall take such actions as
the  Management



                                      -28-
<PAGE>


Committee may lawfully  require in connection  with the  Partnership's  Federal,
state and local Tax matters.

     7.8 Withholdings.  Except and only to the extent required by applicable law
and except as permitted  hereunder,  the Partnership will not deduct or withhold
any  amount  in  respect  of any tax from any  payment  or  distribution  by the
Partnership to any Partner  unless the  Partnership  has first received  written
authorization from such Partner so to withhold or to deduct.

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

     8.1 Transfer of a Partner's Interest.

          (a) No Partner may sell,  transfer,  participate,  assign or otherwise
     dispose of (whether  voluntarily  or by  operation  of law)  (collectively,
     "transfer") all or any part of its Partnership  Interest  without the prior
     written consent of the non-transferring General Partner(s).

          (b) The non-transferring  General Partner(s) may condition its (their)
     consent to any transfer on compliance  by the Partner  desiring to transfer
     its Partnership Interest with all or any of the following:

     (i)  The  transferring  Partner  must give  written  notice to the  General
          Partners  identifying in reasonable detail the proposed  transferee(s)
          and  the  terms  and  conditions  of the  proposed  transfer  and  the
          non-transferring General Partner(s) shall have a period of twenty (20)
          Business  Days  from the date of such  notice  either  to  consent  in
          writing to the proposed transferee(s),  or to give written notice that
          it does not consent to such transferee(s);

     (ii) within  ten (10)  Business  Days  after the  non-transferring  General
          Partner(s) gives written notice that it does not consent to a proposed
          transferee,  it shall  provide to the  transferring  Partner a written
          explanation of the reasons therefor;

    (iii) such  transfer  does not release  the  transferring  Partner  from its
          obligations hereunder;

     (iv) the transferee  shall not have the right to be separately  represented
          on the  Management  Committee  unless  the  transferring  Partner is a
          General Partner that previously had the right to appoint Designee's to
          the Management Committee and the transfer involves all of such General
          Partner's Partnership Interest;


                                      -29-
<PAGE>


     (v)  the  non-transferring  General  Partner(s)  shall  notify  each  other
          Partner in writing of its decision to consent to the  transfer  within
          five (5)  Business  Days of its grant of such  consent  (which  notice
          shall  include  a copy  of the  notice  sent  to the  non-transferring
          General Partner(s) by the transferring Partner) and, prior to any such
          transfer, each Partner (which term, for purposes of clarity,  includes
          for  purposes  of this  subsection  (v) the  non-transferring  General
          Partner and excludes the  transferring  Partner)  shall have the right
          for thirty (30)  Business Days  following  such notice to purchase the
          Partnership  Interest being sold by the transferring  Partner pursuant
          to this  Article  VIII on the same  terms and  conditions  as were set
          forth in such notice.  In the event that none of the  non-transferring
          Partners  exercises  its right to purchase such  Partnership  Interest
          being sold, then the  transferring  Partner shall have forty-five (45)
          days  thereafter to complete the sale in accordance  with the terms of
          the  notice,  after  which time the  transferring  Partner  must again
          comply with the  procedures  set forth in this  Article  VIII.  In the
          event  more than one  Partner  exercises  its right to  purchase  such
          Partnership Interest proposed to be transferred,  then such exercising
          Partners  shall  exercise such right on a prorate basis based on their
          respective   Partnership    Percentages   (without   considering   the
          Partnership Percentage of the transferring Partner or the Partners (if
          any) not electing to exercise such right); or

     (vi) such  transferee   shall  not  have  the  right  to  sell,   transfer,
          participate,  assign or otherwise  dispose of all or a portion of such
          party's  Partnership  Interest  except in accordance with the terms of
          this Section 8.1; and

    (vii) the transferee shall execute documents  satisfactory to the Management
          Committee sufficient to make the transferee a party to and be bound by
          the terms of this Agreement and the transferee  shall expressly assume
          all obligations of the transferring Partner hereunder.

                                   ARTICLE IX
                   ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS

     9.1 Additional  Partners.  Persons other than the undersigned may from time
to time be admitted to the Partnership as General  Partners or Limited  Partners
only with the  unanimous  consent of the  Management  Committee and only on such
terms and conditions as may be prescribed by the Management Committee.


                                      -30-
<PAGE>


     9.2 Withdrawal of Partners.

          (a) No Partner may withdraw from the Partnership except as provided in
     this Section 9.2.

          (b) A Partner  shall  immediately  cease to be a Partner  and shall be
     deemed to have Withdrawn from the Partnership, in the event:

     (i)  Such  Partner  shall  commence a voluntary  case or other  proceedings
          seeking  liquidation,  reorganization  or other relief with respect to
          itself or its debts under any bankruptcy,  insolvency or other similar
          law now or  hereafter  in  effect  or  seeking  the  appointment  of a
          trustee, receiver, liquidator,  custodian or other similar official of
          it or any  substantial  part of its property,  or shall consent to any
          such relief or to the appointment of or taking  possession by any such
          official in an involuntary case or other proceeding  commenced against
          it, or shall make a general  assignment  for the benefit of creditors,
          or shall fail  generally to pay its debts as they become due, or shall
          take any corporate action to authorize any of the foregoing; or

     (ii) an involuntary  case or other  proceeding  shall be commenced  against
          such Partner seeking liquidation,  reorganization or other relief with
          respect to it or its debts under any  bankruptcy,  insolvency or other
          similar law now or hereafter in effect or seeking the appointment of a
          trustee, receiver, liquidator,  custodian or other similar official of
          it or any substantial part of its property,  and such involuntary case
          or other proceeding shall remain undismissed and unstayed for a period
          of sixty (60) days,  or an order for relief  shall be entered  against
          such Partner under the federal  bankruptcy laws as now or hereafter in
          effect; or

    (iii) such   Partner   defaults  in  its   obligation   to  make  a  capital
          contribution pursuant to Sections 3.1 and 3.2 (and such default is not
          cured  within two (2) days of written  notice of such  default  from a
          General Partner); or

     (iv) it is required to Withdraw as a Partner pursuant to the Delaware Act.

Such Partner's Withdrawal Date shall be the day such Withdrawal occurs.

          (c) Any Partner may Withdraw  voluntarily  from the Partnership on not
     less than  thirty (30) days' prior  written  notice by such  Partner to the
     other  Partners  with  the



                                      -31-
<PAGE>


     prior  unanimous  consent  of  the  Management  Committee.  Such  Partner's
     Withdrawal  Date shall be the date on which a written  notice of Withdrawal
     is made.

          (d) Upon the Withdrawal of any Partner pursuant to subsections  9.2(b)
     or (c), such Partner's Capital Account and Partnership  Percentage shall be
     allocated,  as  of  the  Withdrawal  Date,  among  the  other  Partners  in
     proportion to their respective  Partnership  Percentages on such Withdrawal
     Date (it being  understood  that  such  allocation  shall  not  result in a
     Limited Partner becoming a General  Partner).  After its Withdrawal Date, a
     Withdrawn  Partner  shall not have any rights with  respect to the profits,
     capital or affairs of the Partnership  (including,  but not limited to, any
     rights of  representation  on the  Management  Committee  or any  committee
     thereof or any rights on liquidation of the Partnership pursuant to Article
     X).

          (e) On the Withdrawal Date for any Partner that Withdraws  pursuant to
     Section  9.2(b)  or  Section  9.2(c)(ii),  such  Partner  shall  pay to the
     Partnership in cash any negative balance in such Partner's capital account.
     If the sum of such Partner's  capital account has a positive balance on the
     Withdrawal Date, the Partnership shall pay such amount to such Partner upon
     its withdrawal.

                                    ARTICLE X
                           DISSOLUTION AND LIQUIDATION

     10.1 Events of Dissolution.

          (a) The Partnership shall be dissolved upon:

          (i)  an Abandonment pursuant to subsection 6.2(e);

          (ii) the  occurrence  of an  event  requiring  dissolution  under  the
               Delaware Act;

         (iii) the unanimous consent of the General Partners; and

          (iv) at the  election  of  Agrorent A , if Agro Power  ceases,  at any
               time, to control (as defined in the definition of "Affiliate") VF
               Delaware.

          (b)  Dissolution of the  Partnership  shall be effective on the day on
     which the event occurs giving rise to the dissolution,  but the Partnership
     shall not terminate  until the assets and rights of the  Partnership  shall
     have been distributed as provided herein.  Notwithstanding  the dissolution
     of the  Partnership,  prior  to the  termination  of  the  Partnership,  as
     aforesaid, the business of the Partnership and the affairs of the Partners,
     as such, shall continue to be governed by this Agreement. Upon dissolution,
     the Management  Committee shall liquidate the assets of the Partnership and
     apply  and  distribute  the  proceeds   thereof  as  contemplated  by  this
     Agreement.


                                      -32-
<PAGE>


     10.2 Distributions Upon Liquidation.

          (a) After payment of liabilities owing to creditors (but excluding any
     liabilities  payable  with  respect  to  the  Management  Agreement  or the
     Marketing  Agreement other than amounts then due and owing), the Management
     Committee or the liquidator, if any, shall set up such reserves as it deems
     reasonably  necessary  for any  contingent  or  unforeseen  liabilities  or
     obligations of the Partnership  (other than liability and obligation  owing
     with respect to the Management Agreement and the Marketing Agreement). Said
     reserves may be paid over by the Management  Committee or the liquidator to
     a bank, to be held in escrow for the purpose of paying any such  contingent
     or unforeseen  liabilities  or  obligations  and, at the expiration of such
     period as the Management  Committee or the  liquidator may deem  advisable,
     such reserves  shall be distributed to the Partners or their assigns in the
     manner set forth in subsection (c) below.

          (b) If any General Partner has a negative  Capital Account at the time
     of dissolution of the  Partnership,  such General Partner shall be required
     to restore to the  Partnership  the amount of the  negative  balance in its
     Capital  Account.  If any Limited  Partner has a negative  Capital  Account
     balance at the time of dissolution of the Partnership, such Limited Partner
     shall have no  obligation to restore to the  Partnership  the amount of the
     negative balance in its Capital Account.

          (c) After  paying  the  liabilities  and  providing  for the  reserves
     referred  to in  subsection  10.2(a)  and the  payment  of any  restoration
     amounts  under  subsection  10.2(b),   the  Management   Committee  or  the
     liquidator shall, by the end of the Partnership's taxable year in which the
     Partnership  dissolves (or, if later, within 90 days after the date of such
     termination),  cause the net assets of the Partnership to be distributed in
     accordance with Article V hereof,  provided,  however, that no distribution
     shall be made pursuant to this sentence that creates or increases a Capital
     Account deficit for any Partner which exceeds such Partner's  obligation to
     restore  such deficit  (under  subsection  10.2(b)  above),  determined  as
     follows:

               Distributions  shall be first  determined  provisionally  without
          regard to Capital Accounts,  and the allocation  provisions of Article
          IV hereof shall also be applied provisionally.  If as a result of such
          provisional  calculations and  allocations,  any Partner would thereby
          have a Capital Account deficit which exceeds its obligation to restore
          such deficit under subsection 10.2(b) above, the actual  distributions
          pursuant  to this  subsection  (c) shall be equal to such  provisional
          distribution  less the amount of such  excess  and actual  allocations
          shall be made in  accordance  with Article IV taking into account such
          actual distributions.

          Any  remaining  net assets  shall be  allocated  among the Partners in
     accordance with their positive Capital Accounts.


                                      -33-
<PAGE>


If such  distributions are insufficient to return to any Partner the full amount
of its  capital  contributions,  it shall  have no  recourse  against  any other
Partner.  Each Partner  shall  receive its share of the net assets in cash or in
kind,  and the  proportion  of such share that is  received in cash shall be the
same for each Partner. In the event that any part of such net assets consists of
notes or accounts receivable or other non-cash assets, the Management  Committee
or the liquidator shall take whatever steps it deems appropriate to convert such
assets into cash or into any other form which would  facilitate the distribution
thereof.  If any assets of the  Partnership  are to be distributed in kind, such
assets  shall be  distributed  on the  basis  of their  fair  market  value,  as
determined by the Management Committee or the liquidator,  if any, acting in its
sole discretion.

                                   ARTICLE XI
                               DISPUTE RESOLUTION

     11.1 Arbitration.

          (a) In the  event a  dispute  arises  between  or among  any  Partners
     relating  to the terms of this  Agreement  and any  Partner  gives  written
     notice  of such  dispute  to the  Management  Committee,  then  each of the
     Partners  involved  in such  dispute  shall refer the dispute to its senior
     management.  The senior management of each Partner involved in such dispute
     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 any of the  Partners  involved in such dispute may submit the
     dispute to arbitration in accordance with Section 11.1(a).

          (b) Arbitration of disputes  pursuant to this Section 14.1(b) shall be
     held in New Jersey 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
     Partner in any state or Federal court having jurisdiction thereof. Costs of
     arbitration  (including reasonable attorney's fees and costs) shall be paid
     in accordance with the decision of the arbitrators.


                                      -34-
<PAGE>



     11.2 Buy/Sell Option.

          (a) In the event that the  Management  Committee  is unable to reach a
     unanimous  decision  with  respect to any matter set forth in Section  6.2,
     either of the  General  Partners  (such  Partner  herein  referred  to as a
     "Buy-Out  Offeror")  shall have the right to make a written offer to buy (a
     "Buy-Out  Offer") all (but not less than all) of the Partnership  Interests
     of the other General Partner and its Affiliates. The Buy-Out Offer shall be
     at a price  determined in  accordance  with the  Appraisal  Procedure  (the
     "Aggregate  Purchase  Price") which shall be payment for all of the assets,
     liabilities and business of the  Partnership,  and the amount to be paid to
     any selling  Partner  under this  Section 11.2 shall be equal to the amount
     such  selling  Partner  would  receive if all the assets,  liabilities  and
     business of the  Partnership  were sold at the Aggregate  Purchase Price on
     the  date  the  Buy-Out  Offer  was  made  and the  Partnership  were  then
     immediately dissolved in accordance with Section 10.2. The General Partners
     hereby agree to use their best efforts to cause the Appraisal  Procedure to
     be  completed  within  ninety  (90) days after it has been  initiated.  The
     General  Partner  receiving a Buy-Out  Offer (a "Buy-Out  Offeree")  shall,
     within 30 days of the  determination  of the  Aggregate  Purchase  Price in
     accordance  with the  Appraisal  Procedure,  either (a) accept the  Buy-Out
     Offer on behalf of itself and its Affiliates who own Partnership  Interests
     or (b) agree to  purchase  all (but not less  than all) of the  Partnership
     Interests  of the Buy-Out  Offeror and its  Affiliates  upon the  foregoing
     terms and using the same  Aggregate  Purchase  Price as was  determined  in
     accordance  with the  Appraisal  Procedure to determine the amount owing to
     each selling Partner.  The failure of any Partner receiving a Buy-Out Offer
     to respond to such Buy-Out Offer within such 30 day deadline of its receipt
     thereof,  either  agreeing to accept such Buy-Out Offer on behalf of itself
     and its  Affiliates  or by agreeing to purchase all (but not less than all)
     of the  Partnership  Interest of the Buy-Out  Offeror and its Affiliates on
     the foregoing terms,  shall  constitute  (without any further action by the
     Buy-Out  Offeror,  the receiving  General  Partner or any other Partner) an
     irrevocable  acceptance  of such  Buy-Out  Offer by the  receiving  General
     Partner  binding on and  enforceable  against such General  Partner and its
     Affiliates.

          (b)  Any  purchase  of  Partnership  Interests  required  pursuant  to
     subsection 11.2(a) shall be made through the redemption of such Partnership
     Interests by the Partnership; provided, however, that if such redemption is
     prohibited  by the Project  Loan  Documents,  such  purchase  shall be made
     directly by the purchasing  General Partner.  The closing date for any such
     purchase shall be on the date set by the purchasing  General  Partner which
     may be at any time within 180 days of the  acceptance of a Buy-Out Offer or
     agreement  to  purchase,  as the case may be. In the  event the  purchasing
     General  Partner  does not close the  purchase  within such 180 day period,
     then  the  purchasing  General  Partner's  right  to  purchase  Partnership
     Interests  under  Section  11.2(a)  shall at the close of  business on such
     180th day terminate and the other General Partner shall thereafter have the
     right to purchase  the  Partnership  Interests  of the  purchasing  General
     Partner  and its  Affiliates  at a  price  determined  by  using  the  same
     Aggregate Purchase Price and such other General Partner shall have 180 days
     immediately following the expiration of the initial 180 day period in which
     to close such purchase.  The price to be



                                      -35-
<PAGE>


     paid to each  selling  Partner  shall  be  paid by the  purchasing  General
     Partner in immediately available funds at the closing.

                                   ARTICLE XII
                                  MISCELLANEOUS

     12.1 Distributions and Notices.  Distributions hereunder shall be sent, and
notices  required or permitted  hereunder shall be in writing and shall be sent,
to the address set forth for each Partner in signature pages hereof,  or at such
other address as may be supplied by written notice given in conformity  with the
terms of this Section 12.1.  Notices to the Management  Committee  shall be sent
care of all  Partners who have a right to  designate  members of the  Management
Committee.  Any notice  required or permitted  under this Agreement  shall be in
writing and shall be deemed to have been duly given  and/or  delivered  (a) when
personally  delivered,  (b) when sent by telefax and receipt is acknowledged via
telephone or otherwise  as  confirmation  of such receipt but only if the sender
obtains a printed  confirmation  of the receipt by the  recipient  of the entire
document,  (c) the  second  day  following  the day on  which  the same has been
delivered  prepaid to a reputable  overnight  courier service providing proof of
receipt  but only if sent for next  business  day  delivery or (d) five (5) days
after the deposit in the United  States mails,  registered or certified,  return
receipt  requested and postage  prepaid,  in each case addressed to the party to
whom such notice is to be given at the address set forth on the signature  pages
hereof), or at the most recent address(es)  specified by written notice given to
the other party in the same manner provided in this section; provided,  however,
that notice of an address change shall not be effective until actually received.
Distributions shall be deemed given only upon the receipt thereof by a Partner.

     12.2 Disclosure  Obligations.  The Partnership  hereby covenants and agrees
for the benefit of Agrorent A and VF Delaware that it shall (a) notify  Agrorent
A and VF Delaware of any  material  fact  necessary  in order to make any of the
representations,  warranties  or  other  statements  made  by it in the  Project
Documents,  or any other written statement provided to Agrorent A or VF Delaware
not  misleading  and (b)  disclose in writing to Agrorent A and VF Delaware  any
fact which materially  adversely affects,  or which could reasonably be expected
in the future to  materially  adversely  affect  Agrorent A , VF Delaware or the
Project,  in each case under  clause (a) or (b) above  promptly  upon  receiving
knowledge of any such fact.

     12.3  Successors and Assigns.  Subject to the  restrictions on transfer set
forth herein,  this Agreement,  and, each and every provision  hereof,  shall be
binding upon and shall inure to the benefit of the  Partners,  their  respective
successors, successors in title, heirs and assigns, and each and every successor
in interest to any Partner, whether such successor acquires such interest by way
of gift, purchase,  foreclosure or by any other method, shall hold such interest
subject to all of the terms and provisions of this Agreement.

     12.4 Amendments. This Agreement may not be released, discharged, amended or
modified  in any manner  except by an  instrument  in  writing  signed by a duly
authorized officer of each party hereto.


                                      -36-
<PAGE>


     12.5  Partition.  The  Partners  hereby  agree  that  no  Partner,  nor any
successor in interest to any Partner,  shall have the right while this Agreement
remains in effect to have the  property of the  Partnership  partitioned,  or to
file a complaint or  institute  any  proceeding  at law or in equity to have the
property of the Partnership partitioned,  and each Partner, on behalf of itself,
its  successors,  representatives,  heirs and  assigns,  hereby  waives any such
right.  It is the  intention  of the  Partners  that  during  the  term  of this
Agreement, the rights of the Partners and their successors in interest, as among
themselves, shall be governed by the terms of this Agreement, and that the right
of any Partner or successor in interest to assign,  transfer,  sell or otherwise
dispose of its interest in the  Partnership  shall be subject to the limitations
and restrictions of this Agreement.

     12.6 No Waiver. No waiver of any right under this Agreement shall be deemed
effective  unless  contained in a writing  signed by the party charged with such
waiver.  The  failure of any  Partner to insist  upon  strict  performance  of a
covenant hereunder or of any obligation hereunder, irrespective of the length of
time for which such failure  continues,  shall not be a waiver of such Partner's
right  subsequently to demand strict  compliance.  No consent or waiver to or of
any branch or default in the  performance  of any  obligation  hereunder,  shall
constitute  a consent  or waiver to or of any  other  breach or  default  in the
performance of the same or any other obligation hereunder.

     12.7 Entire  Agreement.  This Agreement  constitutes  the full and complete
agreement of the parties  hereto with respect to the subject  matter  hereof and
supersedes  any  and  all  prior   agreements,   understandings,   promises  and
representations  made by either party to the other concerning the subject matter
hereof and the terms  applicable  hereto,  including,  without  limitation,  the
Original Agreement.

     12.8  Captions.  Titles or captions of articles,  sections and  subsections
contained in this Agreement are inserted only as a matter of convenience and for
reference,  and in no way are intended to define,  limit, extend or describe the
scope of this Agreement or the intent of any provision hereof.

     12.9  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts,  all of which  together  shall  for all  purposes  constitute  one
Agreement,  binding upon the Partners  notwithstanding that all Partners may not
have signed the same counterpart.

     12.10  Applicable  Law. This Agreement shall be deemed to have been entered
into and shall be  construed  and  enforced in  accordance  with the laws of the
State of  Delaware as applied to  contracts  made and to be  performed  entirely
within Delaware.

     12.11 Severability.  If any provision of this Agreement is or becomes or is
deemed invalid, illegal or unenforceable in any jurisdiction, (a) such provision
shall be construed or deemed  amended to conform to applicable  laws so as to be
valid  and  enforceable,  or, if it cannot  be so  construed  or deemed  amended
without  materially  altering the intention of the parties  hereto,  it shall be
stricken,  (b) the validity,  legality and enforceability of such provision will
not

                                      -37-
<PAGE>


in any way be affected or impaired thereby in any other jurisdiction and (c) the
remainder of this Agreement shall remain in full force and effect.





                                      -38-
<PAGE>



     IN WITNESS  WHEREOF,  the Partners have  executed this  Agreement as of the
date first above mentioned.

                                  AGRORENT A,  L.L.C.,
                                    as General Partner


                                  By
                                    --------------------------------------------
                                  Printed Name: Nick Poot
                                  Title:  President

                                  Address for Notices:
                                  Agrorent B.V.
                                  2623 AV Schipluiden
                                  Woridewey 33, The Netherlands
                                  Attention:  Nick Poot

                                  Address for Distributions:
                                  Agrorent B.V.
                                  2623 AV Schipluiden
                                  Woridewey 33, The Netherlands
                                  Attention:  Nick Poot


                                  VILLAGE FARMS OF DELAWARE, L.L.C.,
                                    as General Partner

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


                                  By
                                    --------------------------------------------
                                  Printed Name: Michael DeGiglio
                                  Title: Chief Executive Officer

                                  Address for Notices:
                                  10 Alvin Court
                                  East Brunswick, New Jersey 08816
                                  Attn. Chief Financial Officer

                                  Address for Distributions:

                                  10 Alvin Court
                                  East Brunswick, New Jersey 08816
                                  Attn. Chief Financial Officer


                                      -39-
<PAGE>



                                  VILLAGE FARMS, L.L.C.,
                                    as Limited Partner

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


                                  By
                                    --------------------------------------------
                                  Printed Name: Michael DeGiglio
                                  Title: Chief Executive Officer

                                  Address for Notices:
                                  10 Alvin Court
                                  East Brunswick, NJ 08816
                                  Attention:  Chief Financial Officer

                                  Address for Distributions:
                                  10 Alvin Court
                                  East Brunswick, NJ 08816
                                  Attention:  Chief Financial Officer


                                  AGRORENT B, L.L.C.,
                                  as Limited Partner


                                  By
                                    --------------------------------------------
                                  Printed Name: Nick Poot
                                  Title: President

                                  Address for Notices:
                                  Agrorent, B.V.
                                  2623 AV Schipluiden
                                  Woridewey 33, The Netherlands
                                  Attention:  Nick Poot

                                  Address for Distributions:
                                  Agrorent, B.V.
                                  2623 AV Schipluiden
                                  Woridewey 33, The Netherlands
                                  Attention:  Nick Poot




                                      -40-
<PAGE>



                                 Schedule 1.1(a)

                                 Project Budget

Greenhouse Construction Contract                                       9,800,000
Headhouse Construction Contract                                        1,500,000
Land Gading Contract                                                     450,000
Access Roads                                                             100,000
Floor Prep Concrete                                                       50,000
Packing & Grading                                                        250,000
Cold Storage                                                             150,000
Picking Trolleys                                                         200,000
Fresh Water supply (Wells)                                               150,000
                                                                      ----------
       Subtotal                                                       12,650,000

Contingency, Startup & Testing                                           316,250
Construction Management Fees                                             250,000
       Total Turnkey Contract                                         13,216,250
                                                                      ----------
Engineering & Design                                                      25,000
Insurance                                                                 97,500
Administrative Fee                                                        15,000
Legal                                                                     50,000
Bank's Local Counsel                                                      10,000
Bank's Upfront Fee                                                       125,000
Title Insurance                                                           75,000
Interest During Constr                                                   500,000
       Other Transaction Costs                                           897,500
       Total Construction & Transaction Costs                         14,113,750
                                                                      ==========
       Equity Contribution                    51.53%                   7,272,721
       Constructino/Term Facility Loan Amount 48.47%                   6,841,029
Total Sources of Funds                                                14,113,750
                                                                      ==========



                                      -41-
<PAGE>



                                 Schedule 1.1(b)

                                Project Documents

The Agreement for Electrical  Services  between Agro Power  Development Inc. and
West Texas Utilities dated June 19, 1998.

Marketing Contract between The Greenery International and Agro Power Development
Inc.

The Loan Agreement between Village Farms  International  Finance Association and
Village Farms of Presidio, L.P. dated August 31, 1998.

The Security Agreement between Village Farms of Presidio, L.P. and Village Farms
International Finance Association dated August 31, 1998.

The Management,  Operations and Maintenance Contract between New Amsterdam Joint
Venture, L.L.C. and Village Farms of Presidio, L.P. dated August 31, 1998

The Marketing and Sales Agreement  between Village Farms, Inc. and Village Farms
of Presidio, L.P. dated August 31, 1998.

The Natural Gas Purchase and Sale  Agreement  between  Dynegy,  Inc. and Village
Farms of Presidio, L.P. dated August 31, 1998.

The Commercial  Design and Contract between Village Farms of Presidio,  L.P. and
Agro Power Development Inc. dated August 31, 1998.

The  Commercial  Greenhouse  Design and  Construction  Contract  between  Dalsem
Horticultural Projects, B.V. and Agro Power Development dated May 11, 1998.

The  Commercial  Packing  House Design and  Construction  Contract  between N.C.
Sturgeon, Inc. and Agro Power Development Inc. dated July 10, 1998.

The Sub Ground Lease between  Village Farms of Marfa,  L.P. and Village Farms of
Presidio, L.P. dated August 27, 1998.

The NonDisturbance Agreement between the County of Presidio and Village Farms of
Presidio, L.P. dated August 20, 1998.

The Standby Supplemental Water Contract between the City of Marfa and Agro Power
Development Inc. dated September 1, 1997.


                                      -42-
<PAGE>



                                 Schedule 1.1(c)

                                      Site

FIELD NOTES  DESCRIBING  A 58.07 ACRE TRACT OF LAND,  IN SECTION 249 AND SECTION
252, BLOCK 8, GH&SA RR COMPANY SURVEY,  PRESIDIO  COUNTY,  TEXAS. THE 58.07 ACRE
TRACT IS LOCATED IN THE  SOUTHWEST  PART OF A 155.72 ACRE TRACT AS  DESCRIBED IN
VOLUME 303, PAGE 153, DEED RECORDS,  SAID 58.07 ACRE TRACT IS MORE  PARTICULARLY
DESCRIBED AS FOLLOWS:

BEGINNING at a 5/8 inch rebar set for the Southeast corner of this tract, in the
South  boundary  line of a 155.72 acre tract  described in volume 303, page 153,
deed records,  whence a 1/2 inch pipe with aluminum cap marked "PIPER  SURVEYING
COMPANY,  249, 250,  251,  252, BLK 8, PLS 1974",  found at the common corner of
Section 249,  250,  251,  and 252,  Block 8, GH&SA RR Company  Survey.  Presidio
County,  Texas,  bears  North   89(degree)56'24"  East  581.59  feet  and  North
00(degree)08' West 559.15 feet.

THENCE South  89(degree)56'24" West, with said South boundary line, 2602.59 feet
to a 5/8 inch rebar set for the Southwest  corner of this tract in the Southeast
BRL of runway 321 of Marfa Municipal Airport:

THENCE  North  45(degree)01'32"  East,  with said BRL,  at 794.65  feet pass the
common line of said Section 249 and Section 252, continuing for a total distance
of 2105.37 feet to a 5/8 inch rebar set for the Northwest corner of this tract;

THENCE North  89(degree)56'24"  East 518.29 feet to a 5/8 inch rebar set for the
most Northerly Northeast corner of this tract;

THENCE  South  00(degree)03'36"  East 389.24 feet to a 5/8 inch rebar set for an
interior corner of this tract;

THENCE North  89(degree)56'24"  East 593.36 feet to a 5/8 inch rebar set for the
most Easterly Northeast corner of this tract;

THENCE South 00(degree)03'36" East at 537.88 feet pass said section common line,
continuing for a total distance of 1097.26 feet to the "Point of Beginning".



                                      -43-
<PAGE>

                                  Schedule 6.3

                       Initial Officers of the Partnership

Name                                    Title
----                                    -----

Michael DeGiglio                        President
Nic Poot                                Vice President
Albert VanZeyst                         Vice President
J. Kevin Cobb                           Vice President
Michael Minerva                         Vice President
Laurence Howard                         Secretary
Dave Suchniak                           Treasurer