Exhibit 10.85



                                                                  EXECUTION COPY

         FIRST AMENDMENT TO CREDIT AGREEMENT (Construction Loan Funding)

                          [Regarding EcoScience Merger]

     This First Amendment to Credit Agreement (this "Amendment") is entered into
on September ___, 1998 by and between:

Village Farms International Finance Association, a Delaware corporation, with an
address at 10 Alvin Court, East Brunswick, New Jersey 08816 ("Borrower"); and

CoBank,  ACB, sole Agent and sole  Syndication  Party,  as defined in the Credit
Agreement.

                                 R E C I T A L S

     A. The Borrower entered into a certain Credit Agreement  (Construction Loan
Funding)  dated June 24,  1997 (as amended to date the  "Credit  Agreement")  in
connection with certain  financing  provided by the  Syndication  Parties to the
Borrower; and,

     B. Agro Power  Development,  Inc. (the "Guarantor")  entered into a certain
Guaranty of Agro Power Development, Inc. dated June 24, 1997 (as amended to date
the "Guaranty") in connection with certain financing provided by the Syndication
Parties to the Borrower; and,

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

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

                                A G R E E M E N T S

     NOW,  THEREFORE,  for value  received,  and  intending to be legally  bound
herein, Borrower covenants and agrees with the Agent and the Syndication Parties
as follows:

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

          (A) Section 1.11 APD. Upon and after the  consummation  of the Merger,
     the  definition  of "APD" set forth in Section  1.11  shall be amended  and
     restated in its entirety as follows:

          1.11 APD: Agro Power Development, Inc., a Delaware Corporation.



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     2. Other Amendments.

     (A) Section 10.14 Real Property.  Clause (b) of Section 10.14 of the Credit
Agreement is hereby amended and restated in its entirety as follows:

          (b) does not own any fee interest or leasehold interest,  or any other
     interest,  including  without  limitation any  easements,  rights of way or
     licenses,  in real property,  other than those evidenced by Underlying Loan
     Documents and other than as set forth on Exhibit 10.14 hereto.

     (B) Section 10.19 Material Agreements.  The first sentence of Section 10.19
of the Credit  Agreement  is hereby  amended  and  restated  in its  entirety as
follows:

          Exhibit 10.19  attached  hereto sets forth all  agreements of Borrower
     (other than Underlying Loan Documents), the termination or breach of which,
     based   upon   Borrower's   knowledge   as  of  the  date  of  making   any
     representations with respect thereto,  would have a Material Adverse Effect
     ("Material Agreements").

     3. Regulatory and Other Notices.  Section 12.2.9 of the Credit Agreement is
hereby amended and restated as follows:

     12.2.9  Regulatory and Other Notices.  Promptly  after  Borrower's  receipt
     thereof,  copies of (a) any notices or other  communications  received from
     any  governmental  authority  with respect to any matter or proceeding  the
     effect of which could  reasonably  be  expected to have a Material  Adverse
     Effect on  Borrower;  or (b) any written  notices  given by any  Underlying
     Borrower to Borrower in accordance with the terms of any agreement  between
     any Underlying Borrower and Borrower.

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

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

                                   Agro Power Development, Inc.

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

                                   CoBank, ACB, as Agent and sole
                                   Syndication Party

                                   BY:  ________________________________________
                                   Name:
                                   Title:



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