Exhibit 10.68








                          MARKETING AND SALES AGREEMENT

                                     BETWEEN

                              VILLAGE FARMS, L.L.C.

                                       AND

                          VILLAGE FARMS OF TEXAS, L.P.




                                February 13, 1996




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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I
     DEFINITIONS.............................................................1
ARTICLE II
     SCOPE OF DUTIES.........................................................3
         Section 2.01 .  Performance of Duties...............................3
         Section 2.02 .  Personnel...........................................3
         Section 2.03 .  On-Site Supervisor..................................3
         Section 2.04 .  Marketing Plan......................................3
         Section 2.05 .  Performance Standards...............................4
ARTICLE III
     MARKETING AND SALES.....................................................4
         Section 3.01 .  Marketing...........................................4
         Section 3.02 .  Village Farms Trademark.............................4
         Section 3.03 .  Quality Control.....................................5
         Section 3.04 .  Promotion...........................................5
         Section 3.05 .  Sales Prices........................................5
         Section 3.06 .  Billing and Collections.............................5
         Section 3.07 .  Packaging, Shipping, and Delivery...................5
         Section 3.08 .  Obligations of Owner................................6
         Section 3.09 .  Greenhouse Products.................................6
         Section 3.10 .  No Obstruction......................................6
ARTICLE IV
     COMPENSATION AND PAYMENT................................................6
         Section 4.01 .  Basic Compensation..................................6
         Section 4.02 .  Debt Service Coverage Ratio Test....................7
         Section 4.03 .  Bonuses.............................................7
         Section 4.04 .  Payment of Bonuses..................................7
ARTICLE V
     REPRESENTATIONS AND WARRANTIES..........................................8
         Section 5.01 .  Representations and Warranties of the
                         Marketing Agent.....................................8
ARTICLE VI
     COVENANTS OF THE MARKETING AGENT........................................8
         Section 6.01 .  Books, Records and Reports..........................8
         Section 6.02 . Employment Practices.................................8
         Section 6.03 .  Nondisclosure.......................................8
         Section 6.04 .  Compliance With Governmental Rules..................8
         Section 6.05 .  Section 8 and Section 15 Declarations..............10
         Section 6.06 .  Section 9 Renewal..................................10
ARTICLE VII
     GENERAL LIABILITY.......................................................9
         Section 7.01 .  Indemnification.....................................9


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ARTICLE VIII
     DEFAULTS AND REMEDIES..................................................10
         Section 8.01 .  Defaults...........................................10
         Section 8.02 .  Damages for Termination Without Cause.............110
ARTICLE IX
     TERM...................................................................11
         Section 9.01 .  Term...............................................11
ARTICLE X
     MISCELLANEOUS..........................................................12
         Section 10.01 .  Notices...........................................12
         Section 10.02 .  Severability......................................13
         Section 10.03 .  Amendment.........................................13
         Section 10.04 .  Assignment........................................13
         Section 10.05 .  Relationship of the Parties.......................13
         Section 10.06 .  Headings; Etc.....................................13
         Section 10.07 .  Governing Law.....................................13
         Section 10.08 .  Parties in Interest; Limitation and
                          Rights of Others..................................13
         Section 10.09 .  Arbitration.......................................14




                                      -ii-

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                          MARKETING AND SALES AGREEMENT

         Village Farms of Texas,  L.P.  (the  "Owner")  intends to construct and
operate an  approximate  41 acre  greenhouse  in Jeff Davis  County,  Texas (the
"Greenhouse") . The Greenhouse  will be  manufactured  and constructed by Dalsem
Kasenkouw B.V. (the  "Contractor"),  Agro Power Development,  Inc. (the "General
Contractor") and the Owner.  Village Farms,  L.L.C. (the "Marketing  Agent") and
the Owner have  entered  into this  Marketing  and Sales  Agreement  dated as of
February 13, 1996 to market the produce grown at the Greenhouse.

         In  consideration of the mutual  agreements  herein contained and other
good and valuable consideration, receipt of which is hereby acknowledged, and in
reliance upon the representations and warranties of each party set forth herein,
the parties hereto agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         The following terms when used herein shall have the following meanings:

         "Affiliate"  of any Person  shall mean 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.

         "Agreement"  shall mean this  document and any exhibits and  appendices
hereto as amended, modified or supplemented from time to time.

         "Business Day" shall mean any day other than Saturday,  Sunday or other
day on which  banks  are  authorized  to be closed  in  Texas,  New York,  North
Carolina, or New Jersey.

         "Contract  Year"  initially  shall be the period  ending on December 31
next following the Date of Initial Services and each calendar year thereafter.

         "Credit  Agreement"  shall mean the Credit Agreement to be entered into
between  Owner  and  the  Lender,  as the  same  may  be  amended,  modified  or
supplemented from time to time.

         "Date of Initial  Services" shall mean the later of July 1, 1996 or the
date of Phase I Substantial  Completion under the Commercial  Greenhouse  Design
and Construction Contract,  dated December 7, 1995 by and between Contractor and
General Contractor,  as same may be amended,  modified or supplemented from time
to time.


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         "Governmental  Rule" shall mean any law, rule,  regulation,  ordinance,
order,  code,  interpretation,  judgment  or  similar  norm or  decision  of any
Federal, state, local or foreign government,  authority, agency,, court or other
body or entity having jurisdiction over the Site.

         "Lender"   shall  mean   CoBank,   ACB,   as  Agent  for  the   lending
institution(s)  providing  financing for the Project,  and their  successors and
assigns.

         "License Agreement" shall mean the License Agreement dated February 13,
1996 between Agro Power  Development,  Inc. and the Marketing  Agent,  a copy of
which is attached hereto as Exhibit A, as same may be amended from time to time.

         "Loan  Agreement"  shall  mean  the  Loan  Agreement  dated on or about
February 14, 1996,  between Farm Credit Bank of Texas,  Texas Production  Credit
Association,  CoBank,  ACB,  and the Owner,  as same may be amended from time to
time.

         "Manager" shall mean the person described in Section 2.01.

         "Management  Contract"  shall  mean  the  Management,   Operation,  and
Maintenance Contract of even date herewith between the Owner and the Manager, as
same may be amended, modified, or supplemented from time to time.

         "Marketing  Plan"  shall mean the  business  plan and  budget  prepared
annually or more often by Marketing  Agent setting forth the items  described in
Section 2.04.

         "On-Site Supervisor" shall mean the person described in Section 2.03.

         "Party"  shall mean Owner or the  Marketing  Agent,  or any of them, as
appropriate, and their successors and permitted assignees.

         "Person" shall mean any  individual,  corporation,  partnership,  joint
venture, association, joint stock company, trust, unincorporated organization or
government or agency or political subdivision thereof.

         "Product" shall mean all production derived from the Greenhouse,  which
shall initially consist of tomatoes.

         "Revenues"  shall mean the gross proceeds  derived from the sale of the
Product, plus interest income, and any and all other types of income received by
the Owner,  less  allowances,  returns,  and amounts  received  with  respect to
freight and transportation charges, and excluding insurance proceeds.

         "Site" shall mean the Greenhouse and its grounds  located at Highway 17
North, Fort Davis, Jeff Davis County, Texas.

         "Term" shall mean the period provided for in Section 9.01 hereof.

         "Uncontrollable Force" shall mean any of the following which are beyond
the reasonable  control of a Party and which materially  impairs the performance
by such  Party  of its  duties  and

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obligations  hereunder  and such material  impairment  continues for a period of
more than thirty (30) days: (a) severe weather,  flood, fire, lightning or other
natural  disaster or act of God,  (b)  earthquake  or  subsidence,  whatever its
cause,  (c)  strikes  or other  labor  disturbances,  whether  or not  involving
employees  of a Party,  (d)  action  or  inaction  by,  or  inability  to obtain
authorization  or approval from, any governmental  agency or authority,  which a
Party is unable,  after its best efforts,  to overcome,  (e) compliance with any
Governmental Rule, (f) war (whether declared or not), sabotage,  act of a public
enemy,  insurrection,  riot  or  civil  disturbance,  (g)  defects  in  material
equipment  necessary for  performance of the  Agreement,  (h) any act by another
party (other than the Party claiming Uncontrollable Force, any Affiliate of such
Party  or the  respective  agents,  servants  or  employees  of  such  Party  or
Affiliates), or (i) any other similar act.

         "Work"  shall  mean all duties and  responsibilities  of the  Marketing
Agent under this Agreement.

                                   ARTICLE II
                                 SCOPE OF DUTIES

         Section 2.01.  Performance of Duties. As more specifically described in
Article III, the Marketing  Agent shall  furnish,  manage and supervise  certain
personnel necessary in connection with the marketing,  sale, and distribution of
the Product,  in accordance with the terms of this Agreement.  Commencing on the
Date of Initial Services,  the Marketing Agent shall participate in the planning
and start-up of the  Greenhouse.  The On-Site  Supervisor  (as defined herein in
Section 2.03) shall be available at the Site on a full time basis, commencing on
September 1, 1996.  The operation of the  Greenhouse  and the  production of the
Product shall be the primary responsibility of Village Farms of Delaware, L.L.C.
(the "Manager") as defined in the Management Contract.

         Section 2.02.  Personnel.  The Marketing Agent shall make available for
the performance of its duties under the Agreement, sufficient personnel (each of
whom will be properly  trained  and  qualified  to  undertake  their  respective
assigned  duties) and support systems and services as are necessary or desirable
to assure the  performance  of  Marketing  Agent's  responsibilities  under this
Agreement.

         Section 2.03.  On-Site  Supervisor.  The Marketing Agent shall identify
one  competent  individual  to act in the  capacity of On Site  Supervisor.  The
On-Site  Supervisor shall be responsible on a day-to-day basis for the marketing
and sales of the Product and shall be  supervised by the  Marketing  Agent.  The
selection and continued employment of the On-Site Supervisor shall be subject to
the approval of Owner,  which approval shall not be unreasonably  withheld.  The
On-Site Supervisor shall be an employee of the Owner.

         Section 2.04. Marketing Plan. Within thirty (30) days from receipt of a
copy  of the  preliminary  business  plan  and  budget  for  the  first  year of
operations of the Greenhouse, which is to be prepared by the Manager pursuant to
the Management,  Operation and Maintenance  Contract of even date herewith,  and
approved by the Owner,  the  Marketing  Agent will  provide to the Owner and the
Lender a preliminary Marketing Plan for the first year of operations which shall
include the  strategy  for  marketing  efforts  for the  upcoming  year,  target
customers and geographic areas for penetration, and such other information which
is  customarily  included in a

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produce  marketing plan, and which will also set forth such other information as
the owner may  reasonably  request.  In addition,  within thirty (30) days after
receipt  by the  Marketing  Agent of each  subsequent  business  plan and budget
prepared by the Manager (the  "Business  Plan"),  which  Business  Plan is to be
submitted by the Manager  forty-five (45) days prior to December 31 of each year
(except for the first Contract  Year),  the Marketing  Agent shall submit to the
Owner,  with a copy to the Lender,  the Marketing  Plan for the next  succeeding
Contract  Year  corresponding  to the year covered by such  Business  Plan.  The
Marketing  Plan shall always be prepared in  conjunction  with the Business Plan
and shall set forth in form and detail  reasonably  satisfactory  to Owner,  the
Marketing  Agent's plans for such  Contract  Year.  The Marketing  Plan shall be
subject to the approval of owner, such approval not to be unreasonably withheld.

         Section  2.05.  Performance  Standards.  The  Marketing  Agent shall be
responsible  for the sales of the  Greenhouse  produce  in  accordance  with the
Marketing Plan. The Marketing Agent shall be responsible for the means,  methods
and techniques used in the marketing and sale of the produce of the Greenhouse.

                                  ARTICLE III
                               MARKETING AND SALES

         Section  3.01.  Marketing.  During the period  beginning on the Date of
Initial Services and ending at the expiration of the Term of this Agreement, the
Marketing  Agent  shall use its best  efforts to market  all the  Product of the
Greenhouse in accordance with the Marketing Plan in order to derive the greatest
possible  Revenues  therefrom.  The Marketing  Agent warrants that,  during each
Contract Year, it will sell One Hundred  (100%)  Percent of the Premium  Quality
tomatoes  produced by the Greenhouse in accordance with the terms and conditions
of this Agreement and the Marketing Plan (as it is updated from time to time).

         Section  3.02.  Village Farms  Trademark.  Village Farms is a trademark
registered  with the U. S.  Patent  and  Trademark  office,  owned by Agro Power
Development, Inc., a New York Corporation ("APD"), an affiliate of the Marketing
Agent.  APD  has  authorized  the  use of the  Village  Farms  trademark  by the
Marketing  Agent and the Owner in  conjunction  with this  Agreement.  The owner
hereby  acknowledges  that the  Marketing  Agent  and/or  APD has full right and
authority to the  unlimited use of this  trademark on behalf of  themselves  and
other producers  located  throughout the United States and abroad,  and that the
trademark is not limited to use in conjunction  with  tomatoes,  but may be used
for any other type of produce,  at APD's and the Marketing  Agent's  discretion.
All Premium Quality  tomatoes  produced by the Greenhouse will be labeled and/or
otherwise  identified  by the  Village  Farms  trademark,  or such other name as
determined  by the Marketing  Agent which would provide a greater  profit to the
owner.  Subject to the  provisions of Section 9.01 herein,  the Owner shall have
the right to use the trademark, Village Farms, following the termination of this
Agreement,  until the  Construction  Loan  Maturity Date (as defined in the Loan
Agreement) provided that (i) it pays the Marketing Agent the sum of $100,000 per
year,  with the first payment due within thirty (30) days prior to the effective
date of the termination, and the subsequent payments due within thirty (30) days
prior to the  anniversary of the  termination,  (ii) the use of the trademark is
limited to fruits and vegetables,  including tomatoes produced at the Greenhouse
in Texas,  and (iii) the Owner agrees in writing to abide by the  conditions and
restrictions of the License Agreement, as same may be amended from time to time.
In the event the Owner fails to pay any of the required  payments,


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the right to use the trademark shall terminate upon the expiration of the period
for which payment was last received.  The terms of this provision  shall survive
termination of this Agreement.

         Section 3.03.  Quality Control.  The On-Site  Supervisor shall exercise
its reasonable  exercise in  determining  which of the Product of the Greenhouse
qualifies as Premium Quality.  Best efforts will also be used to market tomatoes
which are of  lesser  quality,  except  for  those  tomatoes,  which in the sole
discretion of the Marketing  Agent,  have no market value due to their  inferior
quality.  The  Marketing  Agent  shall have  total  discretion  (subject  to the
requirement  that it act  reasonably)  over which,  if any of the lesser quality
tomatoes shall be labeled or identified with the trademark  "Village Farms." The
Marketing  Agent  will  have  sole  and  absolute  discretion  (subject  to  the
requirement that it act reasonably)  over the use of the trademark,  in order to
maintain the high quality  associated  with the  trademark,  and to preserve the
market  share of the Village  Farms  tomatoes,  which will  ultimately  serve to
benefit the owner in the sale of its Product.

         Section 3.04.  Promotion.  Marketing  Agent,  in conjunction  with APD,
engages in, and shall continue to engage in general  advertising,  marketing and
promotional  efforts in the food  industry,  on behalf of the trademark  Village
Farms, and shall maintain these general marketing efforts throughout the term of
this Agreement,  on at least the same level as is currently  being employed,  at
the sole expense of the Marketing  Agent.  In the event Marketing Agent deems it
to be in the best interests of the Owner to engage in strictly local advertising
efforts for the sole benefit of the Owner,  such  advertising  campaign  efforts
shall be detailed in the Marketing Plan prepared by the Marketing Agent pursuant
to the terms of this  Agreement.  In the event  said local  advertising  plan is
approved by the Owner,  the owner shall be solely  responsible  for the costs of
same.

         Section 3.05. Sales Prices. The Owner acknowledges that the sale of its
Product by the Marketing Agent is based on market demands and price  fluctuation
can occur  seasonally  and  otherwise.  Marketing  Agent shall use  commercially
reasonable efforts to obtain the highest possible price for the Product.

         Section 3.06. Billing and Collections. At its cost, the Marketing Agent
will provide  billing and collection  services to the Owner  consistent with the
Marketing Plan and such direction as may be reasonably given by the owner to the
Marketing  Agent from time to time.  All  customers of the Owner shall be billed
under the name Village Farms.  The Marketing Agent will maintain  accurate books
and records of all sales,  billing and collections,  and shall prepare a monthly
report which shall be made available to the owner for review.  Monies  collected
by the  Marketing  Agent on behalf of the owner  shall be held by the  Marketing
Agent as trustee in a -separate account for the benefit for the Owner, and shall
be  remitted  to Owner  (without  deduction)  on a weekly  basis.  Although  the
Marketing Agent is responsible for billing and collection,  the Owner shall bear
the risk of  nonpayment  by any of its  customers,  and shall  determine  if any
customers should be dropped, due to poor payment experience.

         Section 3.07. Packaging,  Shipping,  and Delivery.  The Marketing Agent
shall be responsible for the  instructing and training of owner's  employees who
will  physically  be


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responsible  for the proper  packaging of the Product.  Marketing Agent shall be
responsible  for all  shipping  and delivery  arrangements  for the Product,  at
Owner's sole expense.

         Section  3.08.  Obligations  of  Owner.  Throughout  the  Term  of this
Agreement,  owner shall furnish all Product  exclusively to the Marketing Agent,
and shall use its best  efforts  to produce  Premium  Quality  tomatoes,  in the
quantity  established in the business plan and budget  prepared  annually by the
Manager,  pursuant to the terms of the Management Contract. All personnel of the
Greenhouse operation shall at all times be employees of Owner.

         Section 3.09. Greenhouse Products. It is contemplated by this Agreement
that the Product of the Greenhouse will be tomatoes.  However, if in the opinion
of the Marketing Agent,  the Greenhouse  operation can be made profitable by the
production of produce more profitable than tomatoes,  then the Marketing  Agent,
with the prior written consent of the Owner, may instruct the Manager to produce
a  substitute  product,  and  Marketing  Agent's  duties  will also  cover  this
substitute product.

         Section 3.10. No Obstruction.  Until the termination of this Agreement,
Owner shall not,  either  through its agents or employees,  take any action that
would prevent the Marketing  Agent from marketing the Product in accordance with
this Agreement nor take any action that would materially obstruct the production
of Product at the Site,  unless  such  prevention  or  obstruction  is caused by
Uncontrollable  Force or by the Marketing  Agent or any of its Affiliates or any
of their respective employees, servants or agents.

                                   ARTICLE IV
                            COMPENSATION AND PAYMENT

         Section 4.01. Basic  Compensation.  In consideration of the performance
of Marketing  Agent's  obligations  under the Agreement,  Owner shall pay to the
Marketing  Agent  the sum of ONE  HUNDRED  THOUSAND  DOLLARS  ($100,000.00)  per
Contract  Year  (the   "Compensation")  in  twelve  equal  monthly  installments
beginning  on the 1st day of the  second  month  following  the Date of  Initial
Services  and on each  anniversary  thereafter.  For the period from the Date of
Initial  Services  through  the  first day of the  month  following  the Date of
Initial  Services,  the Marketing  Agent shall be entitled to a fee equal to the
product of (i) the Compensation and (ii) a fraction which shall be the number of
weeks of such  period  divided by 52, such amount to be payable on the first day
of the month following the Date of Initial  Services.  Such compensation will be
adjusted each January 1 of each Contract Year by the same  percentage  change in
the Consumer  Price Index ("CPI"),  provided the adjustment  shall not cause the
Compensation to be less than the current  Contract Year's  Compensation.  If for
any reason the Marketing Agent is unable to perform its  obligations  hereunder,
except as a result of termination of this Agreement  because of a default by the
Marketing Agent  hereunder or in accordance  with Section 9.01 herein,  then the
Marketing  Agent shall be entitled to the  continuation  of the  Compensation as
though  the  Agreement  had been  performed  by the  Marketing  Agent,  provided
however,  that in the  event  that the  Marketing  Agent or Owner is  unable  to
perform its obligations under this Agreement because of an Uncontrollable Force,
then the  Compensation  shall be discontinued at any time after the later of the
first anniversary of the event creating the Uncontrollable  Force or the date on
which the Marketing Agent's continued performance was disrupted.


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<PAGE>

         Section 4.02. Debt Service  Coverage Ratio Test. The provisions of this
Section  4.02 shall  remain in effect  only for so long as the Owner is party to
any loan agreement with the Lenders, or is a party to any loan agreement related
to the refinancing of the obligations owing to the Lenders. In the event Owner's
actual debt service coverage ratio as defined in the Credit Agreement  ("DSCR"),
for any calendar  year falls below 1.5,  then,  in that event,  no  Compensation
shall be paid for any  portion  of that  calendar  year,  however,  the right to
Compensation  shall accrue,  provided the DSCR is greater than 1.0, and shall be
paid  to  the  Marketing  Agent  in  one  sum,  immediately   following  Owner's
achievement of a DSCR of at least 1.5. In the event that  Compensation  was paid
for any portion of the calendar year during which Owner's actual DSCR fell below
1.5,  those  payments  shall be deducted from future  payments due the Marketing
Agent hereunder,  until the Owner has recouped same.  Immediately upon the owner
achieving a DSCR of 1. 5, any payments  which were withheld or recouped by Owner
shall be paid to the  Marketing  Agent in one sum.  The  Owner's  DSCR  shall be
measured as of December 31 of each year during the term of this Agreement.

         Section 4.03. Bonuses. The Marketing Agent shall be entitled to a bonus
for each calendar  year in which the Owner's  actual DSCR equals or exceeds 1.5.
The Owner's DSCR shall be measured in accordance  with Section 4.02.  above.  In
the event the  Owner's  actual  DSCR equals or exceeds 1.5 but is less than 2.0,
the bonus shall be ONE HUNDRED  THOUSAND  DOLLARS  ($100,000.00);  if the actual
DSCR equals or exceeds 2.0 but is less than 2.5,  the bonus shall be TWO HUNDRED
THOUSAND DOLLARS ($200,000.00);  if the actual DSCR equals or exceeds 2.5 but is
less than 3.0, the bonus shall be THREE HUNDRED THOUSAND DOLLARS  ($300,000.00);
and, if the actual DSCR equals or exceeds 3.0, the bonus shall be THREE  HUNDRED
FIFTY  THOUSAND  DOLLARS  ($350,000.00).  The  foregoing  bonus amounts shall be
automatically  adjusted  upward each  January 1 of each  Contract  Year,  if the
Consumer  Price Index  ("CPI") for that year shows an increase;  the  adjustment
shall be equal to the  percentage  change in the CPI for that calendar  year. In
the event  that the  Owner  has no debt  service  whatsoever,  under the  Credit
Agreement or  otherwise,  the  Marketing  Agent shall be entitled to the maximum
bonus payable hereunder.  The terms of this provision shall survive  termination
of this Agreement.

         Section 4.04.  Payment of Bonuses.  Bonuses shall be paid  quarterly in
arrears based upon the projected  DSCR contained in the business plan and budget
to be prepared by the Manager each year,  pursuant to the  Management  Contract.
The Manager shall  periodically  review its projection of that year's DSCR, and,
if necessary,  revise same to reflect the more current information  available to
the Manager.  If the projected  DSCR is revised,  either upward or downward to a
different  threshold,  the  quarterly  payment of the  estimated  bonus shall be
adjusted accordingly.  In the event it appears, based upon the revised projected
DSCR,  that the Marketing  Agent has received  overpayments,  such  overpayments
shall be deducted from future  quarterly bonus payments until such  overpayments
have been recouped.  In the event the Marketing Agent's projected bonus for that
year has increased  based upon the revised  projected  DSCR, the shortfall which
resulted from the quarterly  payments made based upon the prior  projected  DSCR
shall be paid to the Marketing  Agent with its next regular  adjusted  quarterly
bonus  payment.  Upon the  determination  of the actual  DSCR,  in the event the
Marketing  Agent had received a Bonus for the prior  Contract  Year, to which it
was not entitled,  and Owner has not yet recouped same, such  overpayment may be
offset against either the Compensation payable hereunder or against future Bonus
payments,  until it is recouped. In the event any Bonus was


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<PAGE>

earned  which has not yet been paid,  the balance of the Bonus  earned  shall be
payable  in one sum  within  thirty  (30) days of the  determination  of Owner's
actual DSCR. In the event this Agreement has been terminated,  any Bonuses which
Marketing Agent received to which it was not entitled,  shall be immediately due
and payable to the Owner, upon the determination of such overpayment.

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

         Section 5.01.  Representations  and Warranties of the Marketing  Agent.
The Marketing  Agent  represents  and warrants to Owner that it has  substantial
experience  in the marketing of tomatoes and that the On-Site  Supervisor  shall
either have substantial  experience in the marketing of tomatoes,  or shall have
been  trained  by a person  with  substantial  experience  in the  marketing  of
tomatoes.  The Marketing Agent is a limited liability company duly organized and
validly existing under the laws of the State of Delaware.  The Marketing Agent's
execution and delivery of this Agreement and the  performance of its obligations
hereunder have been duly  authorized by all requisite  action on the part of the
Marketing  Agent and this  Agreement  constitutes  the Marketing  Agent's legal,
valid  and  binding  obligation,  enforceable  against  the  Marketing  Agent in
accordance with its terms. The Marketing  Agent's execution and delivery of this
contract and the  performance  of its  obligations  hereunder  will not conflict
with, violate or result in a default under the Marketing Agent's  certificate of
formation  or  operating  agreement  or  any  mortgage,  indenture,   agreement,
instrument or other contract to which the Marketing Agent is a party or by which
the Marketing Agent is bound.

                                   ARTICLE VI
                        COVENANTS OF THE MARKETING AGENT

         Section 6.01.  Books,  Records and Reports.  The Marketing  Agent shall
maintain books and records and shall prepare for the benefit of owner, a monthly
report showing the sales and collections of the Product,  and such other matters
as the Owner may,  from time to time,  reasonably  request be  included  in such
reports.  All such books,  records and reports  shall be the sole and  exclusive
property of the Owner, and the Marketing Agent shall keep such books and records
in  such  place  or  places  so  as  to  provide   Owner  (and  its   authorized
representatives)  with  maximum  access  thereto  and the ability to make copies
thereof.

         Section 6.02.  Employment  Practices.  The Marketing Agent shall comply
with  the  applicable   requirements  of  Executive  Orders  Nos.  11246  (Equal
Opportunity and Certification of Nonsegregated  Facilities),  11701 (Affirmative
Action  for  Disabled  Veterans  and  Handicapped  of the Viet Nam  Era),  11758
(Affirmative Action for Handicapped Workers), 11458 and 11625 (Minority Business
Enterprise) and all other Governmental Rules relating to employment practices to
the extent applicable.

         Section 6.03. Nondisclosure. All reports, records and other information
related to the Site,  the  Greenhouse,  the  operations  of the  Owner,  and the
performance of the Marketing Agent of its duties  hereunder shall not be used by
the Marketing  Agent for any purposes  other than those  contemplated  hereby or
pursuant to the written  consent of the Owner and shall not be  disclosed by the
Marketing Agent to any other party or any other person or entity except with the


                                      -8-
<PAGE>

prior written consent of the Owner.  Furthermore,  the Marketing Agent shall not
copy of reproduce any such information  without the written consent of the Owner
(other than such reasonable copies as may be necessary to perform its duties and
obligations  under  this  Agreement).   The  Marketing  Agent  shall  also  take
reasonable precautions to ensure against any breach of the obligations contained
herein which shall be no less stringent than the precautions and procedures that
it uses to  protect  its own  proprietary  information  and  which  shall,  at a
minimum, be deemed to include, without limitation,  taking precautions to ensure
that it will only make such information  available to those of its employees who
have a need to know it. Upon the expiration or  termination  of this  Agreement,
Marketing Agent shall  immediately  return to the Owner all such information and
all whole or partial copies thereof and all other materials that may include, in
whole or in part, such information. All rights, whether arising under copyright,
patent,  trade secret, or other laws, to such information are hereby reserved by
the owner.

         Section 6.04.  Compliance With Governmental  Rules. The Marketing Agent
shall at all  times  market  the  Product  and  perform  its  other  duties  and
obligations hereunder in accordance with all applicable  Governmental Rules. The
Marketing Agent shall be liable for all fines, fees, penalties, damages or other
costs imposed by a governmental  authority imposed on or incurred or suffered by
the Owner which are attributable to Marketing Agent and/or its agents,  servants
and employees in connection  with the marketing and sales of the Product and the
performance of its other duties and obligations hereunder.

         Section  6.05.  Section 8 and Section 15  Declarations.  The  Marketing
Agent shall either cause Agro Power Development,  Inc. to file, or shall itself,
file during the period  between July __, 1997 and July 28,  1998,  Section 8 and
Section 15  Declarations,  required under 15 U.S.C.  ss. 1058 and 15 U.S.C.  ss.
1065 to extend the duration of the initial  registration of the Trademark and to
establish the Trademark as incontestable.

         Section 6.06. Section 9 Renewal. The Marketing Agent shall either cause
Agro Power  Development,  Inc. to file, or shall itself,  file within six months
prior to the expiration of the original  registration  of the Trademark,  or any
renewal thereof,  an application for renewal of registration under 15 U.S.C. ss.
1059.

                                   ARTICLE VII
                                GENERAL LIABILITY

         Section 7.01. Indemnification.  The Marketing Agent shall indemnify and
save  harmless  Owner and  Lender,  and their  respective  directors,  officers,
agents,  and employees  from and against (i) any and all loss,  damage,  injury,
liability and claims thereof for injury to or death of a person,  including, but
not limited to, personnel of the Marketing Agent, Lender and owner, (ii) any and
all loss of or  damage to  property  and (iii) any and all loss of income by the
owner, resulting from the Marketing Agent's performance of this Agreement to the
extent  the same is  caused  by the  negligence  or  willful  misconduct  of the
Marketing  Agent, any of its Affiliates,  or any or their respective  directors,
officers,  agents or  employees.  Owner shall  indemnify  and save  harmless the
Marketing Agent and Lender, and their respective  directors,  officers,  agents,
and employees from and against (i) any and all loss, damage,  injury,  liability
and  claims  thereof  for  injury  to or death of a person,  including,  but not
limited to, personnel of Owner, Lender and the Marketing Agent, (ii) any and all
loss of or  damage  to  property,  and  (iii)  any and all loss of

                                      -9-

<PAGE>

income by the Marketing  Agent,  resulting from the Owner's  performance of this
Agreement  to the  extent  the  same is  caused  by the  negligence  or  willful
misconduct of owner, any of its Affiliates,  or any of its directors,  officers,
agents or employees.

                                  ARTICLE VIII
                              DEFAULTS AND REMEDIES

         Section 8.01. Defaults.  Upon the failure of any Party to substantially
comply  with  any of the  obligations  of such  Party  hereunder  and  continued
noncompliance  for a period of thirty  (30) days  (except in the case where such
failure  will result in injury to or damage or loss of  perishable  Product,  in
which case the cure period  shall be five (5) days) after  written  notification
the  noncompliance is sent to such Party, the  non-defaulting  Party may, at its
option, by written notice to the defaulting Party,  declare this Agreement to be
in default and at any time thereafter the non-defaulting  Party may, at its sole
discretion,  (a)  exercise  any right or pursue any remedy that may be available
under applicable law or proceed by appropriate court action to enforce the terms
hereof or to recover  damages for the breach hereof  and/or (b)  terminate  this
Agreement.  The  exercise of any rights or pursuit of any  remedies  pursuant to
this Agreement shall not relieve the defaulting  Party of any of its obligations
and liabilities hereunder,  all of which shall survive such exercise or pursuit.
To the extent  permitted by law, and subject to any  mandatory  requirements  of
applicable law, and further subject to Section 8.02, each and every right, power
and remedy herein specifically given to the non-defaulting Party or otherwise in
this  Agreement  shall be  cumulative  and shall be in  addition  to every other
right, power and remedy herein  specifically given for now or hereafter existing
at law, equity or by statute and each and every right,  power and remedy whether
specifically herein given or otherwise existing may be exercised or pursued from
time to time and as  often  in such  order  as may be  deemed  expedient  by the
nondefaulting  Party,  and the  exercise  or  pursuit  or the  beginning  of the
exercise or pursuit of any right, power or remedy shall not be construed to be a
waiver of the right to exercise or to pursue at any time or thereafter any other
right,  power or remedy. No delay or admission by a Party in the exercise of any
right or power or in the pursuit of any remedy may impair any such right,  power
or remedy or be  construed  to be a waiver  of any  default  on the party of the
other Party or to be an acquiescence  therein. No expressed or implied waiver by
a Party of any default  hereunder  shall in any way be, or be construed to be, a
waiver of any future or  subsequent  default  hereunder.  Neither Party shall be
considered to be in default for failure to perform, or delay in performing,  any
obligation under this Agreement if performance is prevented, hindered or delayed
by an Uncontrollable  Force (but only for so long as such  Uncontrollable  Force
continues  unabated) . In such event, the Party which is unable,  or anticipates
being unable, to perform shall (a) promptly notify the other Party in writing of
the nature, cause, date of commencement and expected duration of any such delay,
(b)  indicate  to what  extent  it will be  prevented  from  performing  and (c)
exercise due diligence to overcome such inability to perform with all reasonable
dispatch.  In the event a Party claims excuse of  performance  as a result of an
Uncontrollable  Force which continues  unabated for more than one hundred twenty
(120) days,  the Party that is not affected by such  Uncontrollable  Force shall
have the option to  terminate  this  Agreement  on  written  notice to the other
Party.

         Section 8.02.  Damages for Termination  Without Cause.  Notwithstanding
anything to the contrary in Section  8.01,  the Parties  agree that should owner
elect to terminate the Agreement without cause at any time,  pursuant to Section
9.01 herein, then owner shall pay as liquidated


                                      -10-
<PAGE>

damages to the  Marketing  Agent a sum equal to  one-fourth  (1/4) of the annual
amount of  Compensation  in effect at such  early  termination,  which  shall be
Owner's sole and exclusive  liability  and Marketing  Agent's sole and exclusive
remedy, for such early termination without cause.

                                   ARTICLE IX
                                      TERM

         Section  9.01.  Term.  Subject to Article VIII and Section  3.01,  this
Agreement shall continue to be in effect for fifteen (15) years from the Date of
Initial Services; provided, however that the Term may be extended for additional
periods on terms  acceptable to both  Parties,  such terms to be agreed upon not
later than three months prior to the expiration of the Term. Notwithstanding the
foregoing, the Owner shall be permitted to terminate this with or without cause,
upon ninety (90) days  written  notice to the  Marketing  Agent,  subject to the
terms of the Credit  Agreement.  In the event the Owner terminates the Agreement
without cause, the right of the Owner to use the trademark, Village Farms, shall
terminate simultaneously with this Agreement.

                                   ARTICLE X
                                  MISCELLANEOUS

         Section 10.01. Notices.  Unless otherwise specifically provided herein,
all notices,  requests and demands and other communications hereunder must be in
writing  and  shall be  deemed  to have  been  duly  given  (i)  when  delivered
personally,  (ii) when sent by telefax to the telefax  number below and followed
by a confirmation  transmitted by an additional mode of  communication  provided
for herein,  (iii) the second day  following  the day on which the same has been
delivered  prepaid  to a  national  (only  in the  case of  notices  within  the
continental United States) or an international air courier service, or (iv) when
received if sent by the mails, certified or registered, postage prepaid, in each
case  addressed to the party to whom such notice is being given at the following
addresses:

         OWNER:          Village Farms of Texas, L.P.
                         c/o Agro Power Development, Inc.
                         10 Alvin Court
                         East Brunswick, NJ 08816
                         Attention:  President
                         Telefax:  908-254-1710

                                  and

                         Village Farms of Texas, L.P.
                         c/o Cogentrix of Fort Davis I, Inc.
                         9405 Arrowpoint Boulevard
                         Charlotte, NC 28273
                         Attention:  General Counsel
                         Telefax:  704-529-1006


                                      -11-

<PAGE>

         MARKETING
         AGENT:          Village Farms, L.L.C.
                         10 Alvin Court
                         East Brunswick, NJ 08816
                         Attention:  President
                         Telefax:  908-254-1710

Any party may  change  the  addresses  to which  notices to it are to be sent by
giving  notice of such  change  to the  other  parties  in  accordance  with the
Section..

         Section 10.02. Severability. Any provision of this Agreement that shall
be  prohibited  or  unenforceable   in  any  jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining  provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable such provisions in any other  jurisdiction.  To the extent
permitted  by  applicable  law, the  Marketing  Agent and Owner hereby waive any
provision by law that renders any provision  hereof  prohibited or unenforceable
in any respect.

         Section  10.03.  Amendment.  Neither this Agreement nor any other terms
hereof may be terminated, amended, supplemented,  waived or modified orally, but
only by an instrument in writing  signed by the Party against which  enforcement
of the  termination,  amendment,  supplement,  waiver or  modification  shall be
signed.

         Section  10.04.  Assignment.  Neither  Party  may  assign  any of their
respective  rights under this Agreement without the prior written consent of the
other Party;  provided,  however,  that owner may assign its rights hereunder to
the Lender. Any assignment not permitted by this Section 10.04 shall be void.

         Section 10.05. Relationship of the Parties. It is agreed and understood
by the  Parties  that the  Marketing  Agent is an  independent  contractor  with
respect to Owner.  No action,  admission or instruction  shall be deemed to make
the  Marketing  Agent an  employee,  agent or  partner of Owner or to create any
other relationship among the Parties.

         Section 10.06. Headings; Etc. The Table of Contents and headings of the
various  articles  and sections of this  Agreement  are for the  convenience  of
reference  only and shall  not  modify,  define  or limit  any  other  terms and
provisions of this Agreement.

         Section 10.07.  Governing  Law. This  Agreement  shall in all respects,
including all matters of construction,  validity and performance, be governed by
and construed in accordance with the laws of the State of New York.

         Section  10.08.  Parties in Interest;  Limitation and Rights of Others.
This  provisions  of this  Agreement  shall be  binding  upon,  and inure to the
benefit of, the Parties  hereto and their  respective  successors  and permitted
assignees.  Nothing in this Agreement,  whether  expressed or implied,  shall be
construed to give any Person (other then the Parties hereto and their respective
successors  and permitted  assignees)  any legal or equitable  right,  remedy or
claim under or in respect of this  Agreement  or any  covenants,  conditions  or
provisions contained herein.


                                      -12-
<PAGE>

         Section 10.09.  Arbitration.  (a) In the event a dispute arises between
or among the Parties relating to the terms of this Agreement and any Party gives
written  notice of such  dispute to the other  Party,  then each of the  Parties
involved in such dispute shall refer the dispute to its senior  management.  The
senior  management of each Party 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 either of the Parties may submit the dispute
to arbitration in accordance with Section 10.09.(b).

         (b) Arbitration of disputes pursuant to this Section 10.09.(b) shall be
held in New York, New York, unless otherwise agreed to by the Parties, 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
Party in any  state or  Federal  court  having  jurisdiction  thereof.  Costs of
arbitration  (including  reasonable attorney's fees and arbitration costs) shall
be paid either  equally or by the Parties to the  arbitration  or in  accordance
with the decision of the arbitrators.

         IN WITNESS  WHEREOF,  the Parties have caused this Agreement to be duly
executed by the respective officers thereunto duly authorized as of the date and
year first above written.

                                   VILLAGE FARMS, L.L.C.

                                   By:  Agro Power Development, Inc.,
                                        its managing member

                                   By: ___________________________________
                                   Name:__________________________________
                                   Title:_________________________________


                                   VILLAGE FARMS OF TEXAS, L.P.

                                   By:  __________________________________
                                   Title: ________________________________


                                      -13-

<PAGE>

         Agro Power  Development Inc., the owner of the Village Farms trademark,
hereby consents to the use of the Village Farms trademark,  as set forth in this
Agreement.


                                   AGRO POWER DEVELOPMENT, INC.

                                   By: __________________________________
                                   Title:________________________________




<PAGE>

                                    EXHIBIT A

                              LICENSE ARGUMENT FOR
                           THE TRADEMARK VILLAGE PARKS


         This License Agreement is entered into this ____ day of February, 1996,
by and between Agro Power Development, Inc., a New York Corporation ("Licensor")
with an address of 10 Alvin Court, East Brunswick, New Jersey 08816, and Village
Farms,  L.L.C.,  a Delaware  Limited  Liability  Company  ("Licensee"),  with an
address at 10 Alvin Court, East Brunswick, New Jersey 08816.

                              W I T N E S S E T H:

         WHEREAS,  Licensor is involved directly, and indirectly through several
affiliates,  with the hydroponic  production of various  fruits and  vegetables,
including tomatoes,  and, in connection therewith, is the owner of the trademark
"Village  Farms" (the  "Trademark")  which is registered  with the United States
Patent and Trademark Office (the "Trademark Registration"); and

         WHEREAS,  Licensee  is a  marketing  agent of  hydroponically  produced
fruits and  vegetables,  including  tomatoes,  with expertise and ability in the
marketing, distribution and sale of such goods at both wholesale and retail; and

         WHEREAS, Licensor is affiliated with Licensee, as Licensor is the owner
of a 99% interest in Licensee; and

         WHEREAS,  Licensee desires to be licensed by Licensor in the use of the
Trademark  and  Trademark  Registration   exclusively  in  connection  with  the
marketing,   distribution  and  sale  of  hydroponically   produced  fruits  and
vegetables by Licensor,  Licensee,  any of their Affiliates (defined below), and
other third parties; and


<PAGE>

         WHEREAS,  Licensor  desires to license  Licensee's use of the Trademark
and  Trademark  Registration;  and

         WHEREAS, as part of the obligations of the license, Licensee undertakes
to pay Licensor compensation as herein described;

         NOW,  THEREFORE,  in  consideration  of the premises and  covenants and
agreements herein contained, the parties to this Agreement covenant and agree as
follows:

                                    ARTICLE I

                                   DEFINITIONS

         For the purpose of this  Agreement the  following  terms shall have the
meanings indicated:

         1.1. "Affiliate" shall mean 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 or 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.

         1.2. Agreement shall mean this document and any exhibits and appendices
hereto, as may be amended, modified or supplemented from time to time.


                                      -2-
<PAGE>

         1.3.  "Licensed  Goods"  shall mean  fruits and  vegetables,  including
tomatoes,  hydroponically  produced by Licensor,  Licensee,  the  Affiliates  of
either  Licensor or  Licensee,  and other  third  parities  who are  approved by
Licensor.

         1.4. "Material Requiring Approval" means the Licensed Goods and any and
all packaging, advertising,  promotional and displayed material upon which or in
connection with which the Trade Mark is used.

         1.5.  "Term and Extended  Term" are the periods  expressly set forth in
this Agreement.

         1.6. "Territory" is the United States.

         1.7.  "Trademark"  means  "Village  Farms"  used in any form or format,
style or design,  as applied to the Licensed  Goods, as well as any goodwill and
rights,  at  common  law  or  other  wise,  pertinent  thereto,  and  refers  to
trademarks, service marks and trade names.

                                   ARTICLE II

                                     LICENSE

         2.1.  Licensor  hereby grants to Licensee the use of the Trademark upon
or in connection with Licensed Goods, which license shall be exclusive,  subject
to the continued use of same by Licensor. This grant is throughout the Territory
and is nondivisible, and non-assignable, except as expressly set forth herein.

         2.2.  No other  right or license is granted by  Licensor  to  Licensee,
either  expressed or implied for any other trademark,  trade name,  copyright or
intellectual  property  right owned,  possessed,  or licensed by or to Licensor.
Licensee shall not use the Trademark in any manner not  specifically  authorized
by this Agreement.


                                      -3-
<PAGE>

                                  ARTICLE III

                               RIGHT OF ASSIGNMENT

         3.1. Licensee is hereby expressly permitted to assign or sublicense any
of its rights  hereunder,  to any  Affiliate of Licensor or  Licensee,  or other
third parties subject to the prior written consent of Licensor.

         3.2.  Notwithstanding  the foregoing,  no assignment shall be effective
unless and until the assignee  agrees in writing,  that its use of the Trademark
shall be subject to all of the restrictions  regarding its use, as are set forth
herein.

                                   ARTICLE IV

                                  COMPENSATION

         4.1.  Licensee  agrees to pay  compensation  to Licensor of One Hundred
Thousand Dollars ($100,000) per year, payable  quarterly,  in arrears,  in equal
payments  of  Twenty-five  Thousand  Dollars  ($25,000)  each,  with  the  first
quarterly payment due October 1, 1996, and subsequent  payments due on the first
day of each January,  April, July, and October,  thereafter,  during the Term or
any Extended Terms of this Agreement,

         4.2. The  compensation  set forth in Section 4.1 above shall be subject
to  adjustment  each  January  1,  during  the  Term  or  Extended  Term of this
Agreement,  by the same percentage  change in the Consumer Price Index ("CPI") ,
provided the  adjustment  shall not cause the  compensation  to be less than the
compensation paid for the prior year.

                                   ARTICLE V

                                      TERM

         5.1. The term of this Agreement shall end on December, 2007.

         5.2.  Licensee may extend this  Agreement for two (2) extended terms of
five (5) years each,  upon  providing  written  notice to Licensor no later than
ninety (90) days before the end of


                                      -4-
<PAGE>

each term; provided,  however,  that to qualify for any Extended Terms, Licensee
must be in full compliance with all terms and conditions of this Agreement.

                                   ARTICLE VI

                         QUALITY CONTROL AND MAINTENANCE

         6.1.  Licensee shall use the Trademark in the form that Licensor shall,
at its  sole  discretion,  approve  in  writing,  on or in  connection  with the
Licensed  Goods.  Licensee  shall not otherwise  affix or use such  Trademark in
connection with, or use any other trademark or trade name in connection with the
Licensed Goods without Licensor's prior written approval.

         6.2. To assure the appearance, quality and distribution of the Licensed
Goods is consistent with the Trademark used to identify them,  Licensor  retains
the right to  participate  at each stage of the production of the Licensed Goods
and to approve or disapprove of the  appearance  and/or  quality of the Licensed
Goods, and/or their distribution.  Notwithstanding the foregoing, Licensor shall
be deemed to have  approved  the use of the  Trademark  in  connection  with any
produce which qualify as "Premium Quality," or any other equivalent  standard as
established by the U.S. Department of Agricultural.

         6.3.  The Licensor  shall file during the period  between July 28, 1997
and July 28,  1998,  Section 8 and Section 15  Declarations,  required  under 15
U.S.C.  ss. 1058 and 15 U.S.C.  ss.  1065 to extend the  duration of the initial
registration of the Trademark and to establish the Trademark as incontestable.

         6.4. The Licensor shall file, within six months prior to the expiration
of the  original  registration  of the  Trademark,  or any renewal  thereof,  an
application for renewal of registration under 15 U.S.C. ss. 1059.


                                      -5-
<PAGE>

                                  ARTICLE VII

                             TRADEMARK REGISTRATION

         7.1. At the request of Licensor,  and without compensation to Licensee,
Licensee shall promptly do such acts and execute,  acknowledge,  and deliver all
those papers that may be  necessary  or  desirable,  in the sole  discretion  of
Licensor, to obtain, maintain, protect and/or vest in Licensor the entire right,
title,  and  interest in and to the  Trademark  in all  countries  of the World,
including  rendering such  assistance as Licensor may request in any litigation,
patent and trademark  office  proceeding,  or other  proceeding.  All use of the
Trademark  licensed by this  Agreement  and used on any good by  Licensee  shall
inure to the benefit and be the property of Licensor.

                                  ARTICLE VIII

                               VALIDITY OF RIGHTS

         8.1. Licensee shall not contest  Licensor's  ownership of the Trademark
or Licensee's obligation to assign any right under this Agreement, including any
rights  Licensee  may create in the  Trademark.  Licensee  shall not  contest or
impair these rights, either directly or indirectly,  or in any way assist others
to  contest  or impair  the same and  hereby  expressly  acknowledge  Licensor's
superior  rights.   This  obligation  shall  survive  any  termination  of  this
Agreement.

                                   ARTICLE IX

                                   WARRANTIES

         9.1.  Licensor  warrants that it has all right,  title, and interest in
and to the  Trademark  and the right to  license  the  Trademark  and  Trademark
Registration,  to enter this agreement, and to agree to the terms and conditions
of this Agreement.

         9.2.  Licensee  warrants  that it has the  right  to  enter  into  this
Agreement and agree to the terms and conditions of this Agreement.


                                      -6-
<PAGE>

         9.3. Licensee shall indemnify,  hold harmless,  and defend Licensor and
its  officers,  director,  agents,  and  employees  (and pay any and all related
attorneys fees) from and against:

         9.3.1.  Any alleged  unauthorized  use of any trade mark (not including
any right licensed under this Agreement by Licensee);

         9.3.2. Any alleged liable or slander against, or invasion of, the right
of privacy  or  publicity  or any other  similar  right of any third  party (not
including any right licensed under this Agreement).

         9.3.3.  Any alleged  defect in any  Licensed  Good  despite  Licensor's
approval of that Licensed  Good,  and any claim by a third party  resulting from
Licensee's breach or alleged breach of any term or condition of this Agreement.

         9.4. Licensee  warrants that it shall promptly obtain and maintain,  at
its sole cost and expense, advertiser's liability insurance naming Licensor, its
officers, directors, agents, and employees as additional insureds, in the amount
of $1,000,000.00 "Combined Single Limit."

         9.5.  Licensee  warrants  that it shall use best efforts to procure the
greatest volume of sales of the Licensed Goods  consistent with high quality and
to make  satisfactory  arrangements  for  their  distribution,  advertising  and
promotion.

                                   ARTICLE X

                                   LITIGATION

         10.1. If the Licensee shall become aware of any  infringement  by third
parties  of any right  licensed  under  this  Agreement  or any other use of the
trademark or term confusingly similar to the trademark, it shall promptly notify
Licensor in writing of that  infringement  or use,  and shall  assist and supply
such  information  and such acts that are  reasonably  necessary or desirable in
relation to that  infringement  or use.  Licensor shall take only those steps in
its sole

                                      -7-
<PAGE>

discretion,  as are necessary to enforce its rights, including the engagement of
legal counsel of its own choosing.

         10.2. Licensor agrees to undertake to enforce any claim of infringement
of the Trade Mark subject to a cap of Fifty Thousand Dollars ($50,000).

                                   ARTICLE XI

                                     GENERAL

         11.1.  Licensee shall make no assignment,  pledge or  hypothecation  of
this Agreement or its performance under this Agreement except as set forth above
in Article III.

         11.2.  Any  notice  or  statement  by any  party  shall be deemed to be
sufficiently given when (i) delivered  personally,  (ii) sent by telefax to the,
telefax number below and followed by a confirmation transmitted by an additional
mode of  communication  provided for herein,  (iii) the second day following the
day on which the same has been  delivered  prepaid  to a  national  air  courier
service,  or (iv) when received if sent by certified mail,  postage prepaid,  in
each  case  addressed  to the party to whom  such  notice is being  given at the
following address:

         Licensor:         Agro Power Development, Inc.
                           10 Alvin Court
                           East Brunswick, New Jersey 08816
                           Attn:  President
                           Telefax:  (908) 254-1710

         Licensee:         Village Farms, L.L.C.
                           10 Alvin Court
                           East Brunswick, New Jersey 08816
                           Attn:  President
                           Telefax:  (908) 254-1710

Any party may  change  the  addresses  to which  notice  are to be sent by given
notice of such change to the other party in accordance with this section.


                                      -8-
<PAGE>

         11.3.  This  Agreement  shall in all respect,  including all matters of
construction,  validity  and  performance,  be  governed  by  and  construed  in
accordance with the laws of the State of New York.

         11.4. No amendment or  modification of this Agreement shall be valid or
binding  unless the same  shall be made in writing  and signed on behalf of each
party by their respective proper agents, duly authorized to do so.

         11.5.  Arbitration.  (a) In the event a dispute arises between or among
the Parties  relating to the terms of this Agreement and any Party gives written
notice of such dispute to the other Party,  then each of the Parties involved in
such  dispute  shall  refer the  dispute  to its senior  management.  The senior
management of each Party 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  either of the  Parties may submit the dispute to
arbitration in accordance with Section 11.5.(b).

         (b) Arbitration of disputes  pursuant to this Section 11 - 5. (b) shall
be held in New York, New York, unless otherwise agreed to by the Parties,  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
Party in any  state or  Federal  court  having  jurisdiction  thereof.  Costs of
arbitration  (including  reasonable attorney's fees and arbitration


                                      -9-
<PAGE>

costs) shall be paid either  equally or by the Parties to the  arbitration or in
accordance with the decision of the arbitrators.

         11.6.  Article  Titles of this  Agreement  are for the  convenience  of
reference  only and shall  not  modify,  define  or limit  any  other  terms and
provisions of this Agreement.

         11.7.  The failure to enforce any of the terms and  conditions  of this
Agreement  by  either of the  parties  to this  Agreement  shall not be deemed a
waiver of any other right or privilege under this Agreement or the waiver of the
right to  thereafter  claim  damages  for any  deficiencies  resulting  from any
misrepresentation,  breach of warranty for  nonfulfillment  of any obligation of
any other party to this Agreement.

         11.8. This provision of this Agreement shall be binding upon, and inure
to the  benefit  of, the  Parties  hereto and their  respective  successors  and
permitted  assignees.  Nothing in this Agreement,  whether expressed or implied,
shall be construed to give any Person  (other then the Parties  hereto and their
respective  successors and permitted  assignees)  any legal or equitable  right,
remedy  or  claim  under  or in  respect  of this  Agreement  or any  covenants,
conditions or provisions contained herein.

         11.9.  This  Agreement  may be signed in two (2) or more  counterparts,
each of which shall be an original.

         11.10.  The preamble to this  Agreement is hereby  incorporated  and by
this  reference  shall  become  part of the  Agreement  as if set  forth  in the
Agreement word for word.

         11.11.  The parties to this Agreement shall at any and all times,  upon
request by the party, make, execute,  and deliver any and all such other further
instruments  as may be  necessary  or  desirable  for the purpose of giving full
force and effect to the provisions of this Agreement, without charge.


                                      -10-
<PAGE>

         IN WITNESS  WHEREOF,  each of the parties to this Agreement have caused
this Agreement to me executed by a duly authorized representative.

                                      AGRO POWER DEVELOPMENT, INC.


                                      By:
                                         -------------------------------------
                                      Name:   J. Kevin Cobb
                                      Title:  Vice President
                                      Date:   February 13, 1996



                                      VILLAGE FARMS, L.L.C.
                                      By:    Agro Power Development, Inc.,
                                             its managing member


                                      By:
                                         -------------------------------------
                                      Name:   J. Kevin Cobb
                                      Title:  Vice President
                                      Date:   February 13, 1996