EXHIBIT 10.70







                           POCONO VILLAGE FARMS, L.P.




                        AGREEMENT OF LIMITED PARTNERSHIP









                           Dated as of March 10, 1997











     THE  LIMITED  PARTNERSHIP   INTERESTS  REPRESENTED  HEREBY  HAVE  NOT  BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT"),  OR THE
SECURITIES  LAWS OF ANY STATE  AND HAVE BEEN  OFFERED  AND SOLD IN  RELIANCE  ON
EXEMPTIONS  FROM THE  REGISTRATION  REQUIREMENT  OF THE ACT AND SUCH  LAWS.  THE
LIMITED PARTNERSHIP INTERESTS ARE 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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                        AGREEMENT OF LIMITED PARTNERSHIP

         This  Agreement  of Limited  Partnership  dated as of March 10, 1997 of
POCONO  VILLAGE FARMS,  L.P. (the  "Partnership")  is by and among  COGENTRIX OF
POCONO, INC., a Delaware  corporation  ("Cogentrix GP" and a "General Partner"),
COGENTRIX GREENHOUSE INVESTMENTS, INC., a Delaware corporation formerly known as
Cogentrix  of Fort Davis II,  Inc.  ("Cogentrix  LP" and a  "Limited  Partner"),
VILLAGE FARMS OF DELAWARE,  L.L.C.,  a Delaware limited  liability  company ("VF
Delaware"  and a "General  Partner"),  and  VILLAGE  FARMS,  L.L.C.,  a Delaware
limited liability company ("VF" and a "Limited Partner").

     Cogentrix  GP,  Cogentrix  LP, VF  Delaware  and VF desire  to  organize  a
partnership  for the purpose of  acquiring  and  operating  an  existing  tomato
greenhouse  located in Mount Carmel,  Pennsylvania,  and currently  owned by Mt.
Carmel Greenhouses, LLC.

     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:

                                    ARTICLE I

                                   DEFINITIONS

     I.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,



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dues,  penalties,  fines,  costs,  amounts  paid  in  settlement,   liabilities,
obligations, Taxes, liens, losses, expenses and fees, including, but not limited
to, court costs, arbitral 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  Cogentrix  GP or  Cogentrix  LP,  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.

     "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 involved  value shall be
conclusively  determined  to be $150  ($100 + $200 + $150  divided  by 3).  As a
further  example,  consider the

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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  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.

     "Business Day" means a day other than a Saturday, a Sunday or any other day
on which  commercial  banks in  Pennsylvania,  North  Carolina 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.

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

     "Cogentrix GP" means Cogentrix of Pocono, Inc., a Delaware corporation.

     "Cogentrix LP" means  Cogentrix  Greenhouse  Investments,  Inc., a Delaware
corporation.

     "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.

     "Delaware Act" means the Delaware Revised Uniform Limited  Partnership Act,
6 Del.C.  "  17-101,  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 such beginning Gross
Asset Value using any reasonable method selected by the Management Committee.

     "Equity  Funding Date" means the day on which all of the  conditions to the
initial drawdown under the Loan Agreement  (other than the  contributions to the
capital of the  Partnership  to be made by the Partners  under Section 3.2) have
been met and all of the conditions to the closing of the purchase of the Project
under the Purchase Agreement have been met.



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     "ERISA" means the  Employment  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 Cogentrix GP and VF Delaware 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 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



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     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 (ii) of this  definition is necessary or
     appropriate in connection with a transaction that would otherwise result in
     an  adjustment  pursuant  to clause (iv) of this  definition.  If the Gross
     Asset Value of an asset has been determined or adjusted pursuant to clauses
     (i) and (ii) of this  definition  or clause (iv) 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 Loan 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  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  Cogentrix  LP 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.

     "Loan  Agreement"  refers to that certain Loan Agreement  dated as of March
10, 1997 by and between the Partnership, as the borrower, and First Pioneer Farm
Credit, ACA, as lender, documenting a loan in the principal amount of $2,200,000
and  the  construction  loan  agreement,   the  promissory  note,  the  security
agreement,  the mortgage and all agreements,  documents and instruments executed
or delivered in connection therewith and the transactions contemplated thereby.

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



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     "Managing  General Partner" shall initially mean VF Delaware and thereafter
its successors in such capacity as provided in Section 6.1(e) hereof.

     "Management  and  Marketing  Agreement"  means the  Management,  Operation,
Maintenance, Marketing and Sales 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
provide  management,  operation and maintenance  services to the Partnership and
will market and sell tomatoes produced by the Partnership at the Project.

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

     "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 Loan  Agreement  or  other  borrowing,  (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 Loan
Agreement.

     "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
nonrecourse  liability that are allocable to an increase in Partnership  minimum
gain, determined according to the provisions of Regulations Section 1.704-2(c).

     "Operating  Budget"  means the  business  plan and  budget  required  to be
provided to the Partnership pursuant to the Management and Marketing 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 Pocono  Village Farms,  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


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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:

                  Cogentrix GP              1%
                  Cogentrix LP              49%
                  VF Delaware               1%
                  VF                                 49%

     "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;



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          (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 the  greenhouse  commonly  known as Mt. Carmel  Greenhouse
located on approximately  60 acres of real property in Mt. Carmel,  Pennsylvania
and  consisting  of six  greenhouses  covering  approximately  30  acres,  to be
acquired by the Partnership under the Purchase Agreement and thereafter operated
by the Partnership.

     "Purchase  Agreement"  means that  certain  Contract of Sale dated March 5,
1997 by and between Mt. Carmel Greenhouses, LLC, as seller, and the Partnership,
as the  Buyer,  and  all  agreements,  documents  and  instruments  executed  or
delivered in connection therewith and the transactions contemplated thereby.

     "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 by-laws 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
Loan Agreement, the Purchase Agreement or the Management and Marketing Agreement
or any other material agreement to which it is a party.

     "Special  Disposition  Cash  Distribution"  shall have the meaning given to
such term in Section 5.1 hereof.

     "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.



                                     - 9 -
<PAGE>

     "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.

     "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.

     I.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.

                                   ARTICLE II

                               GENERAL PROVISIONS

     II.1  Formation of  Partnership.  The Partners  hereby form and establish 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 the  execution  of the  Agreement  by VF  Delaware,  VF,  Cogentrix  GP and
Cogentrix  LP, VF Delaware  and  Cogentrix  GP 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 17-201 of the Delaware Act, in form and
substance satisfactory to both VF Delaware and Cogentrix GP.

     II.2 Name of the Partnership.  The name of the Partnership  shall be Pocono
Village  Farms,  L.P.,  or such other name as the Partners from time to time may
designate.



                                     - 10 -

<PAGE>

     II.3 Business of the  Partnership.  The business of the  Partnership  is to
acquire 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.  Notwithstanding  anything contained in this Agreement to the
contrary,  the transactions  contemplated by the Loan Agreement and the Purchase
Agreement  are hereby  authorized  and  approved and each of the officers of the
Partnership  is authorized  to take any and all action,  including the execution
and delivery of documents and agreements, necessary or appropriate in connection
therewith.

     II.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.

     II.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.

     II.6 Office of the  Partnership.  The Partnership  shall maintain an office
and principal  place of business in Mt. Carmel,  Pennsylvania.  The  Partnership
shall qualify to do business as a foreign  limited  partnership  in the State of
Pennsylvania.  Pursuant to the Management and Marketing 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 Mt. Carmel, Pennsylvania.

     II.7 Duration of the  Partnership.  The  Partnership  shall commence on the
date of this  Agreement,  and shall continue until its termination in accordance
with the provisions of Article X.




                                     - 11 -

<PAGE>

                                   ARTICLE III

                              CAPITAL CONTRIBUTIONS

     III.1 Capital Contributions.

          (a) VF Delaware  shall  contribute to the  Partnership on execution of
     this  Agreement by all of the Partners $20 by wire transfer of  immediately
     available funds to an account designated in writing by the Partnership.

          (b) VF  shall  contribute  to the  Partnership  on  execution  of this
     Agreement  by all of the  Partners  $980 by wire  transfer  of  immediately
     available funds to an account designated in writing by the Partnership.

          (c) Cogentrix GP shall  contribute to the  Partnership on execution of
     this  Agreement by all of the Partners $20 by wire transfer of  immediately
     available funds to an account designated in writing by the Partnership.

          (d) Cogentrix LP shall  contribute to the  Partnership on execution of
     this  Agreement by all of the Partners $980 by wire transfer of immediately
     available funds to an account designated in writing by the Partnership.

     III.2 Additional Capital  Contribution.  Upon the satisfaction of or waiver
of the conditions set forth in Section 3.3 hereof, on the Equity Funding Date:

          (a) Cogentrix GP shall contribute to the Partnership $5,500;

          (b) Cogentrix LP shall contribute to the Partnership $269,500;

          (c) VF Delaware shall contributed $5,500 to the Partnership; and

          (d) VF shall contribute $269,500 to the Partnership.

Each such contribution  shall be made by wire transfer of immediately  available
funds to an account designated in writing by the Partnership.

     III.3  Conditions.  The obligation of Cogentrix GP and Cogentrix LP to make
the  contributions  described in Section 3.2 are subject to the  satisfaction of
each of the following  conditions  precedent (except those  conditions,  if any,
that may be  specifically  waived in writing by Cogentrix GP or Cogentrix LP, as
appropriate):

          (a) The Loan Agreement,  the Purchase Agreement and the Management and
     Marketing  Agreement  shall have been executed by all parties  thereto.  An
     original  executed copy of the Loan Agreement,  the Purchase  Agreement and
     the  Management  and Marketing  Agreement and all documents and  agreements
     executed or delivered in connection  therewith shall have been delivered to
     Cogentrix  GP and a copy  thereof  delivered  to  Cogentrix  LP as  soon as
     available.



                                     - 12 -

<PAGE>

          (b) All  conditions  to the  closing  of the  Loan  Agreement  and the
     Purchase  Agreement  shall have  occurred  or been  satisfied  (other  than
     evidence that the capital contributions  described in Section 3.2 have been
     made) and all governmental  consents,  approvals,  permits and licenses and
     other agreements, instruments and other deliveries which are required to be
     made by any party under the Loan Agreement or the Purchase  Agreement at or
     prior to the initial funding or closing of the transactions contemplated by
     such agreement  shall have been  delivered or received.  A copy of all such
     deliveries required to be made by any party under the Loan Agreement or the
     Purchase  Agreement  and other  evidence  of the  closing  of the  Purchase
     Agreement  and the Loan  Agreement  shall be provided to  Cogentrix  GP and
     Cogentrix LP.

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

               (i) Each of VF and VF Delaware (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 (in the case of VF Delaware) or 1% by VF Delaware (in the
          case of VF), (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  and  the  Management  and  Marketing
          Agreement.

               (ii)  Neither  the  execution,  delivery  or  performance  by  VF
          Delaware  or VF of this  Agreement  or the  Management  and  Marketing
          Agreement,  nor compliance by it with the terms and provisions  hereof
          or thereof,  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 by-laws or any of the terms,  conditions or provisions of
          any Requirement of Law applicable to it or its assets or business.

               (iii) 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.

               (iv) The representations  and warranties,  if any, of VF Delaware
          or VF or any of their  respective  Affiliates  in or  pursuant  to the
          Management and Marketing Agreement are true and correct as of the date
          hereof and are hereby  deemed to be made to Cogentrix GP and Cogentrix
          LP, mutatis mutandis, as if fully set forth herein.

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



                                     - 13 -

<PAGE>

               (i) Each of  Cogentrix GP and  Cogentrix LP (A) is a  corporation
          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) Neither the execution,  delivery or performance by Cogentrix
          GP and Cogentrix LP 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  by-laws  or any of the  terms,  conditions  or
          provisions of any Requirement of Law applicable to it or its assets or
          business.

               (iii) 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.

     III.4 Interest. No interest shall accrue on any contribution to the capital
of the Partnership.

     III.5  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.

     III.6 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. If the  Management  Committee  has
agreed that an additional cash contribution to the capital of the Partnership is
to be made but a Partner does not make such  contribution  as and when required,
then any other  Partner  may (but shall not be required  to),  at its  election,
either  make all or a portion  of the cash  contribution  to the  capital of the
Partnership  or loan all or a portion  of the  amount  of such  non-contributing
Partner's  portion  of  such  agreed-upon  cash  capital   contribution  to  the
Partnership.  In the  event  the  Partner  elects  to  make an  additional  cash
contribution,  the Partners'  Partnership  Percentages shall be adjusted so that
they shall be proportionate to the Partners' total Capital Contributions. In the
event the Partner  elects to make a loan,  then such loan shall be on  customary
terms and  conditions,  shall be evidenced by a customary  promissory  note, and
shall  provide that (a) the loan shall be repaid in full  together with interest
thereon  prior  to any  distribution  of cash by the  Partnership  to any of the
Partners,  (b) it shall  bear  interest  at the  same  rate of  interest  as the
interest rate then in effect under the Loan  Agreement plus 1% per annum and (c)
shall comply in all respects with the Loan Agreement.




                                     - 14 -

<PAGE>

                                   ARTICLE IV

                        ALLOCATION OF PROFITS AND LOSSES

     IV.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  Partners to
               offset any prior  allocations  of Loss made to the 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 to VF Delaware
               and VF in an amount equal to the cash  distributions  pursuant to
               Section 5.1 theretofore  received by VF Delaware and VF in excess
               of the cash  distributions  pursuant to Section  5.1  theretofore
               received by Cogentrix GP and Cogentrix LP, respectively.

                    (D)  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 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 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.



                                     - 15 -
<PAGE>

     IV.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.

     IV.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
               1.704-2(g). This subsection 4.3(a) is intended to comply with the
               minimum gain chargeback  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  nonrecourse  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 nonrecourse debt of
               the Partnership, determined in accordance with Regulation Section
               1.704-2(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   nonrecourse  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  nonrecourse  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  chargeback  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.

     IV.4 Nonrecourse  Deductions.  Nonrecourse  Deductions for any taxable year
shall be  specifically  allocated  among the  Partners  in  proportion  to their
Percentage Interests.

     IV.5 Partner Nonrecourse Deductions. Nonrecourse Deductions attributable to
otherwise  nonrecourse  debt with respect to which a Partner or a related person
of a Partner


                                     - 16 -

<PAGE>

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.

     IV.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.

     IV.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.

     IV.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.

     IV.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.

     IV.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.


                                    ARTICLE V

                                  DISTRIBUTIONS

     V.1 Distribution of Net Distributable Cash. 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) First,  from the date hereof and until December 31, 2000 except as
     provided in the proviso hereto, as follows:



                                     - 17 -

<PAGE>



                           Cogentrix GP      1%
                           Cogentrix LP     14%
                           VF Delaware       1%
                           VF                         84%

     provided,  however,  that in the event the  Partnership  sells or otherwise
     disposes of the assets  described on Schedule 5.1(a) attached  hereto,  any
     cash proceeds from such sale or  disposition,  net of costs incurred by the
     Partnership in connection with such sale or other  disposition  (including,
     but not limited to,  transportation,  taxes,  dismantling,  commissions and
     counsel  fees) shall be allocated  and  distributed  as follows  (each cash
     distribution  from  such net cash  proceeds  is  referred  to  herein  as a
     "Special Disposition Cash Distribution"):  The first $3,500,000 of such net
     cash  proceeds  shall be allocated and  distributed  to VF and all net cash
     proceeds in excess of $3,500,000  shall be allocated and distributed to the
     Partners in accordance with the Partners' Partnership Percentages.

          (b) Thereafter, 49% to Cogentrix LP, 1% to Cogentrix GP, 49% to VF and
     1% to VF Delaware.

     V.2  Default  Allocations  for  Cogentrix.  In the event VF  Delaware or VF
defaults  or  breaches  any of  its  obligations  under  this  Agreement  or the
Management  and  Marketing  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 of  their  respective  Affiliates  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,  Cogentrix  GP and
Cogentrix LP (or any of them) incurs or suffers an Adverse  Consequence  and (b)
Cogentrix GP or Cogentrix LP 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 and VF (or either of them)
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 Cogentrix GP or Cogentrix LP
     from such Blocked  Distributions  an aggregate  amount equal to 100% of any
     such Adverse Consequence  suffered or actually incurred by Cogentrix GP and
     Cogentrix  LP or either of them (or,  if the  amount  thereof is not known,
     100% of  Cogentrix  GP's or  Cogentrix  LP'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  and VF (or  either  of them)  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, 1%
     by Cogentrix GP and 49% by Cogentrix LP.

          (ii) Upon distribution to Cogentrix GP and Cogentrix LP 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 Cogentrix LP or
     Cogentrix GP under this Section 5.2.



                                     - 18 -

<PAGE>

     V.3 Default  Allocations  for VF. In the event Cogentrix GP or Cogentrix LP
defaults  or  breaches  any of its  obligations  under this  Agreement  and such
default or breach has not been remedied  within any applicable  cure period,  or
any  representation  or warranty made by Cogentrix GP or Cogentrix LP under this
Agreement  proves to have been untrue when made and (a) as a result  thereof the
Partnership,  VF Delaware  and VF (or any of them)  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  Cogentrix GP and
Cogentrix  LP (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 or 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 either
     of them (or, if the amount  thereof is not known,  100% of VF Delaware's or
     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 Cogentrix GP or
     Cogentrix LP (or either of them) 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, 1% by VF Delaware and 49% 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 Cogentrix GP and Cogentrix LP under  Section 5.1,  unless
     and until it  receives a  subsequent  notification  from VF  Delaware or VF
     under this Section 5.3.


                                     - 19 -

<PAGE>

                                   ARTICLE VI

                                   MANAGEMENT

     VI.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,  two  designated by
     Cogentrix GP (each a "Cogentrix  GP  Designee")  and two  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.   Unless  otherwise  agreed,  all  meetings  of  the
     Management  Committee shall take place at Cogentrix's offices in Charlotte,
     North Carolina, 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.

          (e) Subject to the provisions of this Section 6.1 and Section 6.2, the
     day-to-day  management of the business affairs of the Partnership  shall be
     conducted by the Managing General Partner. The Managing General Partner may
     be replaced at any time with any other  General  Partner by any two members
     of the Management Committee.


                                     - 20 -
<PAGE>

     VI.2  Fundamental  Matters.  The following  matters shall require the prior
unanimous authorization and approval of the Management Committee:

          (a) Any transaction in which the  Partnership (i) acquires,  purchases
     or leases any 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  connection  with Section  6.2(a)(i)  above in
     excess of $25,000.

          (b) The approval,  execution  and delivery of any  contract,  lease or
     agreement  following the Effective  Date;  provided,  that no such approval
     shall  be  required  for (i)  any  contracts  and  permit  applications  in
     existence prior to the Effective Date, 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 Loan
     Agreement.

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

          (h) The  repayment  (other  than (i)  repayments  in  accordance  with
     scheduled  maturity  and (ii)  paydowns on the Loan  Agreement),  voluntary
     prepayment or redemption of, or any  refinancing or other  modification  of
     the terms of, any Indebtedness.

          (i) The adoption and modification of any Operating Budget.



                                     - 21 -

<PAGE>

          (j) The  approval of any  expenditure  or  investment  not  previously
     authorized  in any  Operating  Budget;  provided,  however,  that  no  such
     approval shall be required for any expenditure or investment so long as the
     amount expended by the Partnership,  together with the amounts of all other
     expenditures by the  Partnership  during any fiscal year that have not been
     approved or ratified by the Management  Committee,  does not exceed $25,000
     in the aggregate.

          (k) 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.

          (l)  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.

          (m)  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.

          (n) 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.

          (o) (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.  " 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.

          (p)  Establishing  any operating or capital  reserves other than those
     required by the Loan Agreement.

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

          (r)  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



                                     - 22 -

<PAGE>

     or in connection with the Loan Agreement,  the Purchase  Agreement,  or the
     Management and Marketing Agreement.

          (s) 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  the
     Purchase  Agreement,  the Loan  Agreement or the  Management  and Marketing
     Agreement.

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

          (u) The  reimbursement by the Partnership of any General Partner under
     Section  6.4(b)  hereof of any amount in excess of $5,000 during any fiscal
     quarter.

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

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

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

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

          (z)  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.

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

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

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

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

          (ee) Any sale or other  disposition  of any  assets  or  rights of the
     Partnership  to any Partner or to any Affiliate of any Partner which in any
     calendar year together with all other such sales or dispositions  that have
     not been approved under this Section 6.2 exceeds $25,000 in the aggregate.



                                     - 23 -

<PAGE>

     VI.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 6.2 and to the instructions and 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.

     VI.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 Loan Agreement
     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 Operating Budget.

     VI.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
Loan  Agreement  and all  insurance  policies  shall  name  Cogentrix  GP and VF
Delaware as an additional insured and provided that they may not be cancelled or
terminated  except with 30 days' prior  written  notice to  Cogentrix  GP and VF
Delaware.

          VI.6 Cooperation on Tax Matters. The Partnership shall cooperate fully
     as and to the extent reasonably requested by Cogentrix GP 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  Cogentrix  GP 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  Cogentrix  GP  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
     Cogentrix GP or VF Delaware to be retained.


                                     - 24 -

<PAGE>

                                   ARTICLE VII

                        BOOKS, RECORDS AND BANK ACCOUNTS

     VII.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.

     VII.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.

     VII.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  and  Marketing  Agreement,  an  agreement  approved by the
          Management  Committee  or set  out in any  Operating  Budget  and  the
          compensation  therefor  is  in  accordance  with  the  terms  of  such
          agreement.



                                     - 25 -

<PAGE>

          (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.

     VII.4 Bank Accounts. The Partnership shall maintain one or more accounts in
one or more banks located in Fort Davis,  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 Loan
Agreement. 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.

     VII.5 Tax Returns.  The Management Committee shall cause income tax returns
for the  Partnership  to be  prepared  and  timely  filed  with the  appropriate
authorities.

     VII.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.

     VII.7 Tax Matters  Partner.  Cogentrix GP 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   Committee  may  lawfully   require  in  connection   with  the
Partnership's Federal, state and local Tax matters.

     VII.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



                                     - 26 -

<PAGE>

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

     VIII.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;

               (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



                                     - 27 -

<PAGE>

          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  nontransferring  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 pro-rata 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

     IX.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.

     IX.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



                                     - 28 -

<PAGE>

          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  either (i) in the event that such Withdrawal is
          after April 30, 1997 and conditions to the initial draw under the Loan
          Agreement and the closing of the transactions  contemplated  under the
          Purchase  Agreement  have not been  satisfied  or (ii)  with the 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.




                                     - 29 -

<PAGE>

                                    ARTICLE X

                           DISSOLUTION AND LIQUIDATION

          X.1 Events of Dissolution.

               (a)  The Partnership shall be dissolved upon:

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

                    (ii) the unanimous consent of the General Partners; or

                   (iii) at the election of Cogentrix  GP, if Agro Power ceases,
                         at any time,  to control (as defined in the  definition
                         of "Affiliate") VF Delaware or VF.

          (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.

     X.2 Distributions Upon Liquidation.

          (a) After payment of liabilities owing to creditors (but excluding any
     liabilities  payable with respect to the Management and 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 and 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 (b) 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



                                     - 30 -

<PAGE>

     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.

               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

     XI.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(b).



                                     - 31 -

<PAGE>

          (b) Arbitration of disputes  pursuant to this Section 14.1(b) shall be
     held in Charlotte, North Carolina 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 either equally by the parties to the arbitration or in
     accordance with the decision of the arbitrators.

     XI.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 Loan  Agreement,  such purchase shall be made directly by
     the  purchasing  General  Partner.  The



                                     - 32 -

<PAGE>

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

                                   ARTICLE XII

                                  MISCELLANEOUS

     XII.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.

     XII.2 Disclosure  Obligations.  The Partnership hereby covenants and agrees
for the  benefit  of  Cogentrix  GP and VF  Delaware  that it shall  (a)  notify
Cogentrix GP 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 Loan
Agreement,  the Purchase Agreement or the Management and Marketing Agreement, or
any  other  written  statement  provided  to  Cogentrix  GP or VF  Delaware  not
misleading  and (b) disclose in writing to Cogentrix GP and VF Delaware any fact
which materially adversely affects, or which could reasonably be expected in the
future to materially  adversely affect Cogentrix GP, VF Delaware or the Project,
in each case under clause (a) or (b) above promptly upon receiving  knowledge of
any such fact.



                                     - 33 -

<PAGE>

     XII.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.

     XII.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.

     XII.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.

     XII.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.

     XII.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 and  contemporaneous  written or verbal agreements,
understandings,  promises and representations  made by either party to the other
concerning the subject matter hereof and the terms applicable hereto.

     XII.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.

     XII.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.



                                     - 34 -

<PAGE>

     XII.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.

     XII.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 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.


                     [This space intentionally left blank.]




                                     - 35 -

<PAGE>

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


                                             COGENTRIX OF POCONO, INC.,
                                               as General Partner

                                             By
                                               ---------------------------------
                                             Printed Name:  Thomas F. Schwartz
                                             Title: Vice President - Finance
                                                      and Treasurer

                                             Address for Notices:

                                             9405 Arrowpoint Boulevard
                                             Charlotte, North Carolina  28273
                                             Attention:  General Counsel

                                             Address for Distributions:

                                             9405 Arrowpoint Boulevard
                                             Charlotte, North Carolina  28273
                                             Attention:  Treasurer



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

                                             By: Agro Power Development, Inc.,
                                                 Managing Member

                                             By
                                               ---------------------------------
                                             Printed Name:  J. Kevin Cobb
                                             Title:  Vice President

                                             Address for Notices:

                                             10 Alvin Court
                                             East Brunswick, New Jersey   08816
                                             Attention:  Chief Financial Officer

                                             Address for Distributions:

                                             10 Alvin Court
                                             East Brunswick, New Jersey   08816
                                             Attention:  Chief Financial Officer


                                     - 36 -

<PAGE>

                                             COGENTRIX GREENHOUSE INVESTMENTS,
                                             INC., as Limited Partner

                                             By
                                               ---------------------------------
                                             Printed Name: Thomas F. Schwartz
                                             Title: Vice President - Finance
                                                    and Treasurer

                                             Address for Notices:

                                             9405 Arrowpoint Boulevard
                                             Charlotte, North Carolina  28273
                                             Attention: General Counsel

                                             Address for Distributions:

                                             9405 Arrowpoint Boulevard
                                             Charlotte, North Carolina  28273
                                             Attention: Treasurer



                                             VILLAGE FARMS, L.L.C.

                                             By: Agro Power Development, Inc.,
                                                 Managing Member

                                             By
                                               ---------------------------------
                                               Printed Name: J. Kevin Cobb
                                               Title: Vice President

                                             Address for Notices:

                                             10 Alvin Court
                                             East Brunswick, New Jersey   08816
                                             Attention: Chief Financial Officer

                                             Address for Distributions:

                                             10 Alvin Court
                                             East Brunswick, New Jersey   08816
                                             Attention:  Chief Financial Officer


                                     - 37 -

<PAGE>

                                 Schedule 5.1(a)

                          Greenhouse Assets to be Sold


     The buildings shown as 2, 3, 4 and 5 on the attached Annex 1



<PAGE>

                                  Schedule 6.3

                       Initial Officers of the Partnership



   Name                                                        Title
   ----                                                        -----

Michael A. DeGiglio                                          President
Thomas F. Schwartz                                           Vice President
J. Kevin Cobb                                                Vice President
Lawrence J. Howard                                           Treasurer
Dennis W. Alexander                                          Secretary
Lori T. Hladik                                               Assistant Secretary
Eilene M. Beck                                               Assistant Secretary