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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 FORM 10-Q / A-1

                                  AMENDMENT TO

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


      For Quarter Ended: September 30, 1998 Commission File Number: 0-19746


                             EcoScience Corporation
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   04-2912632
                     (I.R.S. Employer Identification Number)

                       10 Alvin Court, East Brunswick, New
                       Jersey 08816 (Address of principal
                     executive offices, including zip code)

                                  732-432-8200
              (Registrant's telephone number, including area code)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                    YES [X] NO[_]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Class                                             Outstanding at March 12, 1999
-----                                             -----------------------------

Common Stock, par value $0.01 per share                    12,619,264



<PAGE>




                             ECOSCIENCE CORPORATION

                            INDEX TO QUARTERLY REPORT

                               ON FORM 10-Q / A-1

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                                    Unaudited


Part I. - Financial Information                                             Page
                                                                            ----
         Item 1. Consolidated Financial Statements:
            o Consolidated Balance Sheets:
                 September 30, 1998 and June 30, 1998 ....................    3

            o Consolidated Statements of Operations:
                 Three Months Ended September 30, 1998 and 1997 ..........    4

            o Consolidated Statements of Cash Flows:
                 Three Months Ended September 30, 1998 and 1997 ..........    5

            o Notes to Consolidated Financial Statements .................    6

         Item 2. Management's Discussion and Analysis of Financial
                    Condition and Results of Operations ..................   17


         Item 3. Quantitative and Qualitative Disclosures
                    about Market Risk ....................................   31

Part II. - Other Information .............................................   33

Signatures ...............................................................   42


                                       2
<PAGE>


                     ECOSCIENCE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                         In thousands, except share data
                                   Unaudited
<TABLE>
<CAPTION>
                                                                                                        September 30,       June 30,
                                                                                                           1998              1998
                                                                                                        ------------       --------
                                      ASSETS                                                                 As Restated See Note 7
<S>                                                                                                      <C>               <C>
Current assets:
    Cash and cash equivalents ..................................................................         $  2,256          $  1,189

    Restricted cash ............................................................................               --             2,500
    Short-term investments .....................................................................              385               533
    Accounts receivable, less reserves of $507
      at September 30, 1998 and $617 at June 30, 1998 ..........................................            2,497             6,809
    Inventories ................................................................................            8,230             5,050
    Assets held for sale .......................................................................            1,911             1,911
    Note receivable ............................................................................            1,838             1,838
    Other current assets .......................................................................            1,684             2,411
                                                                                                         --------          --------
      Total current assets .....................................................................           18,801            22,241
                                                                                                         --------          --------

Property, plant and equipment, net .............................................................           55,057            53,136
Intangible assets, net .........................................................................            1,516             1,542
Other noncurrent assets ........................................................................            2,145             2,589
                                                                                                         --------          --------

           Total assets ........................................................................         $ 77,519          $ 79,508
                                                                                                         ========          ========

                     LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current liabilities:
     Short-term borrowings .....................................................................         $ 11,757          $  7,148
     Current portion of long-term debt and capital leases ......................................           48,167             5,098
     Accounts payable ..........................................................................            7,289             5,080
     Accrued expenses and other current liabilities ............................................            4,479             7,118
                                                                                                         --------          --------
      Total current liabilities ................................................................           71,692            24,444
                                                                                                         --------          --------

Noncurrent liabilities:
    Long-term debt and capital leases, less current maturities .................................            1,304            43,028
    Other long-term liabilities ................................................................            2,308             4,387
                                                                                                         --------          --------
      Total noncurrent liabilities .............................................................            3,612            47,415
                                                                                                         --------          --------

Minority interest in limited partnerships ......................................................            6,127             7,277
                                                                                                         --------          --------

Commitments and contingencies

Stockholders' investment:
    Preferred stock, $0.01 par value, 10,000,000 shares authorized;
      none issued and outstanding ..............................................................               --                --
    Common stock, $0.01 par value, 100,000,000 shares authorized; 11,619,264 and
      11,618,164 shares issued and outstanding
      at September 30, 1998 and June 30, 1998, respectively ....................................              116               116
Additional paid-in capital .....................................................................           52,074            57,509
Accumulated deficit ............................................................................          (56,111)          (57,259)
Unrealized gain on short-term investments ......................................................                9                 6
                                                                                                         --------          --------
      Total stockholders' investment (deficit) .................................................           (3,912)              372
                                                                                                         --------          --------
           Total liabilities and stockholders' investment ......................................         $ 77,519          $ 79,508
                                                                                                         ========          ========
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       3
<PAGE>



                     ECOSCIENCE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                     In thousands, except per share amounts
                                    Unaudited

<TABLE>
<CAPTION>
                                                                                                          Three Months Ended
                                                                                                             September 30,
                                                                                                 -----------------------------------
                                                                                                     1998                    1997
                                                                                                 -------------           -----------
                                                                                                         As Restated See Note 7
<S>                                                                                                 <C>                    <C>
Net revenue ..........................................................................              $  8,708               $  7,321

Cost of revenue ......................................................................                10,032                  6,561
                                                                                                    --------               --------

Gross profit (loss) ..................................................................                (1,324)                   760
                                                                                                    --------               --------

Operating expenses:
   Research and development ..........................................................                   128                    100
   Selling, general and administrative ...............................................                 3,671                  2,211
                                                                                                    --------               --------
         Total operating expenses ....................................................                 3,799                  2,311
                                                                                                    --------               --------

Operating loss .......................................................................                (5,123)                (1,551)
                                                                                                    --------               --------

Other income (expense):
   Interest, net .....................................................................                  (946)                  (458)
   Other, net ........................................................................                    26                     21
                                                                                                    --------               --------

         Total other expense, net ....................................................                  (920)                  (437)
                                                                                                    --------               --------

Loss before income taxes and minority interest .......................................                (6,043)                (1,988)
Provision for (benefit from) income taxes ............................................                    --                    (69)
                                                                                                    --------               --------

Loss before minority interest ........................................................                (6,043)                (1,919)

Minority interest in net loss of consolidated limited
    partnerships .....................................................................                 2,151                  1,322
                                                                                                    --------               --------

Net loss .............................................................................              ($ 3,892)              ($   597)
                                                                                                    ========               ========

Net loss per share
Basic
     Net loss ........................................................................              ($  0.33)              ($  0.05)
                                                                                                    ========               ========
     Weighted average common shares outstanding ......................................                11,619                 11,601
                                                                                                    ========               ========

Diluted
      Net loss .......................................................................              ($  0.33)              ($  0.05)
                                                                                                    ========               ========
      Weighted average common shares outstanding-diluted .............................                11,619                 11,601
                                                                                                    ========               ========
</TABLE>



The  accompanying  notes are an integral  part of these  consolidated  financial
statements.


                                       4
<PAGE>



                     ECOSCIENCE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  In thousands
                                   Unaudited



<TABLE>
<CAPTION>
                                                                                                    Three Months Ended September 30,
                                                                                                    --------------------------------
                                                                                                           1998              1997
                                                                                                         --------          --------
                                                                                                             As Restated See Note 7
<S>                                                                                                      <C>               <C>
Cash flows from operating activities:
     Net loss ..................................................................................         ($ 3,892)         ($   597)
     Adjustments to reconcile net loss to net cash
         provided by (used in) operating activities:
           Depreciation and amortization .......................................................            1,064               515
           Minority interest in net loss of consolidated limited partnerships ..................           (2,151)           (1,322)
           Foreign exchange loss ...............................................................               98                 4
           Gain on sale of investments .........................................................               (2)               --
           Gain on sale of property, plant and equipment .......................................               (3)               --
           Changes in current assets and liabilities:
                  Accounts receivable, net .....................................................            4,312               761
                  Inventories ..................................................................           (3,180)             (750)
                  Other current assets .........................................................              727            (1,624)
                  Accounts payable and accrued expenses ........................................             (528)            3,722
                                                                                                         --------          --------
           Net cash provided by (used in) operating activities .................................           (3,555)              709
                                                                                                         --------          --------
Cash flows from investing activities:
     Purchases of property, plant and equipment ................................................           (2,769)           (7,051)
     Proceeds  from sales of short-term investments ............................................              153                --
     Proceeds from release of restricted cash ..................................................            2,500                --
     Decrease (increase) in other noncurrent assets ............................................              410               (95)
       Decrease in other noncurrent liabilities ................................................           (2,079)           (6,961)
       Proceeds from sale of property, plant and equipment .....................................                7                --
                                                                                                         --------          --------
           Net cash used in investing activities ...............................................           (1,778)          (14,107)
                                                                                                         --------          --------
Cash flows from financing activities:
     Proceeds from issuance of common stock ....................................................                5                --
     Proceeds from long-term debt ..............................................................            3,297             5,846
     Net borrowings under lines of credit ......................................................            4,609               374
     Payments on long-term debt and capital leases .............................................           (1,988)           (3,759)
        Debt issuance costs ....................................................................             (123)             (409)
        Minority interest contributions to limited partnerships ................................            1,000             2,975
        Distributions to stockholders of APD pre-merger ........................................             (400)             (110)
                                                                                                         --------          --------
           Net cash provided by financing activities ...........................................            6,400             4,917
                                                                                                         --------          --------
Increase (decrease) in cash and cash equivalents ...............................................            1,067            (8,481)
Cash and cash equivalents at beginning of period ...............................................            1,189             9,599
                                                                                                         --------          --------
Cash and cash equivalents at end of period .....................................................         $  2,256          $  1,118
                                                                                                         ========          ========
Total unrestricted and restricted cash, cash equivalents and short-term
      Investments at end of period .............................................................         $  2,641          $  4,901
                                                                                                         ========          ========

Supplemental cash flow information
Cash paid for:
    Interest ...................................................................................         $  1,146          $    576
    Income taxes ...............................................................................                3                28

Non-cash investing and financing activities:
    Acquisition of equipment under capitalized leases ..........................................               36                20
</TABLE>

The  accompanying  notes are an integral  part of these  consolidated  financial
statements.



                                       5
<PAGE>


                             ECOSCIENCE CORPORATION



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1998

                                    Unaudited


1.   OPERATIONS

     EcoScience  Corporation  ("EcoScience")  and its wholly owned  subsidiaries
(collectively, the "Company"), Agro Power Development, Inc. and its subsidiaries
and  consolidated  limited  partnerships  (see Note 3 - Basis of  Presentation -
General) (collectively "APD"), Agro Dynamics, Inc. and Agro Dynamics Canada Inc.
(collectively, "AGRO") and EcoScience Produce Systems Corp. ("EPSC") are engaged
in the technical marketing, sales, development and commercialization of products
and services for the following major markets:  (i) intensive  agriculture;  (ii)
specialty  agriculture;  (iii)  postharvest  fruits  and  vegetables;  and  (iv)
biological insect control for households and industry.  The Company provides (i)
greenhouse   vegetables;   (ii)  sophisticated  growing  systems  to  commercial
intensive farming and horticulture  greenhouse operators;  (iii) technologically
advanced  sorting,   grading  and  packing  systems  to  produce  packers;  (iv)
equipment,  coatings and disease control products, including natural biologicals
for protecting  fresh fruits in storage and transit to market;  and (v) a unique
biological pest control product for use in households and industry.

     The Company  derives most of its revenues from the sale of: (i)  greenhouse
grown  vegetables to retail  supermarkets and dedicated  wholesale  distribution
companies; (ii) growing medium products to the North American intensive farming,
horticulture  and  plant  nursery  industries;  and  (iii)  postharvest  coating
products to the fresh fruit market throughout the western  hemisphere.  Prior to
the sale of the  Company's  postharvest  equipment  division to Aweta,  B.V., in
February 1999,  the Company had also derived  revenues from the sale of sorting,
grading and packing systems to the produce packing industry.

     The  Company  is  subject  to a number of risks  similar  to those of other
companies  in  similar  stages  of  development,  including  dependence  on  key
individuals,  competition  from other products and  companies,  the necessity to
develop,  register and manufacture  commercially usable products, the ability to
achieve  profitable  operations and the need to raise  additional  funds through
public or private debt or equity financing.

     The Company  believes that its $2,256,000 of cash and cash  equivalents and
$385,000 of short-term investments as of September 30, 1998, along with revenues
from product sales,  and funds  available  under our revolving  lines of credit,
$3,322,000  as of September  30, 1998,  will be sufficient to fund the Company's
working  capital  needs,  planned  capital  expenditures,  and  to  service  its
indebtedness  through September 30, 1999,  provided that the Company can resolve


                                       6
<PAGE>


its short term cash flow  shortfall  and refinance  its  $21,600,000  promissory
notes  issued on  December  30,  1998 that is due on June 30, 1999 (see Note 8 -
Subsequent Events - Acquisition) and its $3,000,000 line of credit, the due date
for  which  is  March  31,  1999  (see  Note 5 - Debt).  If the  Company  is not
successful in refinancing  the  $21,600,000  notes, it will seek an extension of
the due  date to the  note.  Additionally,  the  Company  did not  make  certain
interest and principal  payments due to its primary lender  beginning on October
20, 1998 which  constituted  default,  as well as being in default on  financial
covenants  with its lenders (see Note 5 - Debt).  In February  1999, the Company
cured its payment defaults with its primary lender. The Company has also delayed
payments to vendors;  however,  the Company has  structured  extended terms with
certain vendors and in February 1999 has  substantially  paid most other vendors
whose payments were delayed.  The Company will need to raise additional funds to
finance its ongoing  operations,  current debt  obligations  and expected growth
after  September  30, 1999.  No assurance  can be given that the Company will be
able to complete the refinancings,  obtain an extension of the notes or that the
Company's  creditors  will not attempt to enforce  legal  remedies  available to
them.

2.   MERGER WITH AGRO POWER DEVELOPMENT, INC.

     On September 30, 1998, the Company issued 9,421,487 shares of the Company's
common  stock,  $0.01 par value,  to the  holders of the common  stock of APD, a
privately  held  corporation,  pursuant to an Agreement  and Plan of Merger,  in
which APD was merged with and into a newly  formed,  wholly owned  subsidiary of
the Company (the "Merger").  The stockholders of APD received  30,619.067 shares
of the Company's common stock for each outstanding share of common stock of APD.
In addition,  on September 30, 1998,  the Company issued 99,000 shares of common
stock to certain  shareholders  of APD for their  entire 50% interest in Village
Farms of Morocco, S.A., a Moroccan company, as provided for in the Agreement and
Plan of Merger.  After the Merger,  the stockholders of APD owned  approximately
80% of the outstanding shares of the Company, on a fully diluted basis.

     The Merger has been  accounted for as a pooling of interests.  Accordingly,
the  Company's  consolidated  financial  statements  have been  restated for all
periods  prior to the business  combination  to include the  combined  financial
results of EcoScience and APD. Through  September 30, 1998, the Company incurred
$1,190,000  or $0.10 per  diluted  share of merger  related  costs,  which  were
charged to operations during the three months ended September 30, 1998.


3.   BASIS OF PRESENTATION

(a)  General

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared by the Company and reflect all  adjustments,  consisting of only normal
recurring adjustments, which are, in the opinion of management,  necessary for a
fair  presentation of financial results for the three months ended September 30,
1998 and 1997, in accordance with generally accepted  accounting  principles for
interim  financial  reporting  and  pursuant  to Article 10 of


                                       7
<PAGE>


Regulation S-X. Certain information and footnote  disclosures  normally included
in the Company's  annual audited  consolidated  financial  statements  have been
condensed or omitted pursuant to such rules and regulations.

     The results of operations for the three months ended September 30, 1998 and
1997 are not necessarily  indicative of the results of operations to be expected
for a full fiscal year. These interim  consolidated  financial statements should
be read in conjunction with the audited  consolidated  financial  statements for
the fiscal year ended June 30, 1998,  which are included in the Company's Annual
Report on Form 10-K, and the Company's  Definitive Proxy Statement regarding the
Merger with APD filed with the Securities and Exchange Commission.

     The accompanying  interim  consolidated  financial  statements  include the
accounts of the Company and its wholly owned  subsidiaries,  APD, AGRO and EPSC,
and APD's approximate 86% interest in a certain limited  partnership  (formed in
August 1998), and APD's 50% interests in certain limited partnerships due to the
direction of power and control exerted by APD management in the normal course of
business over the daily operations and policies of these 50% interest  entities.
The remaining 50% minority interests in each of these 50% interest entities were
acquired on December  30, 1998 (see Note 8 - Subsequent  Events -  Acquisition).
All material  intercompany  transactions  and balances  have been  eliminated in
consolidation. The financial statements for the three months ended September 30,
1997 contain certain reclassifications to conform with the current year basis of
presentation.

     The consolidated financial statements give retroactive effect to the Merger
with APD,  accounted for as a pooling of  interests,  and a one for five reverse
stock  split,  as if the Merger and the reverse  stock split had occurred at the
beginning of the earliest period presented.

     The Company has elected to change its Fiscal Year from the 12 month  period
ending June 30 to a 52/53 week fiscal year. The new fiscal year end date will be
the  Sunday  nearest  December  31 of each  year.  For the six month  transition
period, the fiscal year end date will be January 3, 1999.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets  and  disclosures  of
contingent  assets and liabilities as of the dates of the financial  statements,
and the reported amounts of revenues and expenses during the reporting  periods.
Actual results could differ from those estimates.

(b)  Restatement

     On  September  30,  1998,  the Company  acquired  APD  pursuant to a merger
transaction  (See  Note 2 -  Merger).  As a result  of the  finalization  of the
accounting  for the Merger as a pooling of  interests  and  certain  adjustments
identified  as a result of an audit of APD as of and for the twelve months ended
June  30,  1998,  the  Company  is  restating  its  Consolidated  Statements  of
Operations  for the Three Months Ended  September  30,  1998,  its  Consolidated
Balance Sheets as of September 30, 1998 and June 30, 1998, and its  Consolidated
Statements of Cash Flows for the three months ended September 30, 1998 and 1997,
as applicable.


                                       8
<PAGE>


4.   INVENTORIES

     Inventories are stated at the lower of first-in,  first-out  (FIFO) cost or
market and consist of the following:

                                                     September 30,      June 30,
(In thousands)                                            1998            1998
                                                     -------------      --------

Raw materials ............................             $   54             $   74
Crop inventory ...........................              4,690              2,724
Finished goods ...........................              3,486              2,252
                                                       ------             ------

                                                       $8,230             $5,050
                                                       ======             ======


     Crop inventories  represent  direct and indirect  production costs incurred
before harvesting the annual tomato and growing crops.  Tomato and growing crops
are valued at the lower of cost or estimated market.  Finished goods inventories
include material, labor and manufacturing overhead.

5.   DEBT

     (a)  On April 28, 1997,  the Company and a bank ("the Bank") entered into a
          revolving line of credit  agreement,  under which the Company was able
          to borrow  up to the  lesser  of  $3,000,000  or the sum of (i) 85% of
          eligible account receivables,  as defined, and (ii) eligible inventory
          at  stratified  rates from 25% to 50% up to a maximum of the lesser of
          $1,200,000  or 66.67% of the amount of eligible  accounts  receivable.
          Funds  borrowed  under the revolving line of credit bore interest at a
          rate of prime (8.25% at September 30, 1998) plus 2.0%, and are secured
          by all  the  assets  of  EcoScience,  AGRO  and  EPSC  and  all of the
          outstanding  common  stock of AGRO owned by the  Company.  Interest on
          funds borrowed  under the revolving line of credit is payable  monthly
          in arrears and repayment of principal was  originally due on April 27,
          1998, and was subject to automatic renewal, as provided.  In addition,
          the  revolving  line of credit  imposes a  financial  covenant  on the
          Company that  requires a minimum  tangible  net worth of $750,000,  as
          defined.

          On September 30, 1998, the Company no longer met the minimum  tangible
          net worth  covenant,  was therefore in default,  and as a result,  the
          Company  and the  Bank  entered  into a  forbearance  agreement  as of
          November 12, 1998 and three extensions  thereto,  under which the Bank
          agreed  to  conditionally  forbear  from  exercising  its  rights  and
          remedies as a result of the default until March 31, 1999.

          On November 24, 1998,  the Bank  notified the Company of its intention
          to terminate  the revolving  line of credit on December 28, 1998.  The
          Company


                                       9
<PAGE>

          and the Bank have agreed to three  extensions  to the credit  facility
          which extend the maturity date to March 31, 1999.

          The  Company   and  the  Bank  have  also  agreed  to  the   following
          modifications of the credit facility pursuant to the extensions of the
          maturity date and forbearance  period:  (i) reduction of the inventory
          based  borrowing  limit by $40,000  each week  commencing  the week of
          January 28, 1999 and (ii) an  increase in the  interest  rate to prime
          plus  5.0%.  As of  September  30,  1998,  the  Company  had  $990,000
          additional borrowing  availability under the revolving line of credit.
          The Company has received a term sheet from a financial  institution in
          the amount of $4,000,000 to replace this  expiring  revolving  line of
          credit.  The  Company  believes  that  it  will  secure  another  such
          replacement  financing  arrangement in 1999. No assurance can be given
          that the Company will be able to complete the refinancing.

     (b)  In June 1997,  the Company  negotiated a $60,000,000  combined  credit
          facility  through  Village  Farms  International  Finance  Association
          ("VFIFA"),   a  non-profit  cooperative  formed  by  APD  (the  "VFIFA
          Facility"),  with a bank (the  "Lender").  The combined VFIFA Facility
          consists  of a term  loan,  construction  loan and  revolving  line of
          credit  commitment.  The proceeds from the borrowings  under the VFIFA
          Facility  are  loaned  by  VFIFA  to  its  members  (the   "Underlying
          Borrowers")  which are all APD  subsidiaries.  APD has  guaranteed all
          obligations  under  the  VFIFA  Facility.  Advances  under  the  VFIFA
          Facility  are secured by the assets of APD,  VFIFA and any  Underlying
          Borrower.  Borrowings  under the VFIFA  Facility line of credit become
          due on September 30, 1999;  provided  however,  that such date will be
          automatically  extended for  successive 12 month periods  unless on or
          before July 31,  either the Company or the Lender  elects to terminate
          the agreement. The maturity date of the term loan portion of the VFIFA
          Facility is July 31, 2010.  Each  construction  loan advance under the
          VFIFA  Facility  becomes due within 16 months of the date of the first
          advance to the  Underlying  Borrower,  subject to a 10 year  extension
          under certain  circumstances.  The facility has restrictive  covenants
          which  limit  certain   distributions  and  impose  certain  financial
          covenants.

          On  December 1, 1998,  the Lender  informed  VFIFA and the  Underlying
          Borrowers  that they were not in  compliance  with  certain  terms and
          conditions of the VFIFA Facility.  The events of default  included (i)
          VFIFA's default on certain interest and  administrative  fee payments,
          (ii) the Underlying  Borrowers were in principal and interest  payment
          default  with  VFIFA  and (iii) APD was in  default  on the  financial
          covenant contained in the guaranty to the VFIFA Facility relating to a
          ratio of equity to senior  long-term  debt  which  required  a minimum
          ratio of 25%.  The  letter of default  referred  to  interest  and fee
          defaults totaling approximately  $1,004,000.  Following the receipt of
          the letter, further debt service payment defaults occurred,  including
          additional  interest and  principal  payment  defaults on December 31,
          1998 for term  loans.  In  December  1998,  VFIFA  began to make  debt
          service  payments to cure the defaults  identified  in the December 1,
          1998 letter. The final installment of approximately  $460,000 of these
          series  of  payments,   totaling   approximately   $2,005,000  in  the
          aggregate,  was made on February 12, 1999, which brought


                                       10
<PAGE>

          VFIFA and the  Underlying  Borrowers  into full principal and interest
          compliance under the VFIFA Facility.  However,  APD and the Underlying
          Borrowers  still remain in violation of certain  financial  covenants.
          The VFIFA  Facility  Lender  expressly  stated in the December 1, 1998
          letter of default that it was not exercising its right under the VFIFA
          Facility to accelerate  payment of all outstanding  amounts,  however,
          they were  reserving  their  right to do so. In  addition,  the Lender
          indicated  that no further  borrowings  would be  permitted  under the
          VFIFA Facility until the defaults were cured. As a result,  the entire
          amount  outstanding  under  the  Term  Loans,  $46,319,000,  has  been
          reflected in current  portion of long-term  debt and capital leases in
          the accompanying September 30, 1998 Consolidated Balance Sheet.

          The Company is currently seeking  additional debt and equity financing
          in connection with its attempt to refinance a $21.6 million promissory
          notes  which  becomes  due on June 30,  1999 (see Note 8 -  Subsequent
          Events - Acquisition).  In addition, APD and VFIFA are negotiating new
          terms to the existing  VFIFA  Facility that is intended to bring VFIFA
          and the Underlying Borrowers into compliance with all defaults.  There
          can be no assurances  that the Company will be able to negotiate  more
          favorable terms for the VFIFA  Facility,  raise the necessary debt and
          equity for the refinancing or obtain an extension of the note.

6.   NET LOSS PER SHARE

     In December 1997,  the Company  adopted  Statement of Financial  Accounting
Standards  No. 128,  "Earnings  Per Share"  ("SFAS  128"),  which makes  certain
changes to the manner in which  earnings per share is reported.  The adoption of
this standard has required restatement of prior years' earnings per share.

     Dilutive  securities  had no effect  on net loss per share for all  periods
reported. Any outstanding options and warrants would be anti-dilutive due to the
net losses reported and,  therefore,  have been excluded from the computation of
net loss per share.

7.   RESTATEMENT

     On  September  30,  1998,  the Company  acquired  APD  pursuant to a merger
transaction  (see  Note 2 -  Merger).  As a result  of the  finalization  of the
accounting  for the Merger as a pooling of  interests  and  certain  adjustments
identified  as a result of an audit of APD as of and for the twelve months ended
June  30,  1998,  the  Company  is  restating  its  Consolidated  Statements  of
Operations  for the Three Months Ended  September  30,  1998,  its  Consolidated
Balance Sheets as of September 30, 1998 and June 30, 1998, and its  Consolidated
Statements of Cash Flows for the Three Months Ended September 30, 1998 and 1997,
as applicable.  See EFFECTS OF THE  RESTATEMENT in  Management's  Discussion and
Analysis of Financial Condition and Results of Operations.


                                       11
<PAGE>



     A summary of the  effects of the  restatement  on the  Company's  financial
statements as of and for the Three Months Ended September 30, 1998 and 1997, and
as of June 30, 1998, as applicable follows:

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       In thousands, except per share data
                                    Unaudited


<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                             September 30, 1998
                                                         ---------------------------
                                                                      As Previously
                                                         As Restated     Reported
                                                         -----------  --------------
<S>                                                          <C>         <C>
Net revenue ............................................     $8,708      $8,711

Cost of revenue ........................................     10,032      10,423
                                                           --------    --------

Gross profit (loss) ....................................     (1,324)     (1,712)
                                                           --------    --------

Operating expenses:
   Research and development ............................        128         128
   Selling, general and administrative .................      3,671       3,884
                                                           --------    --------
         Total operating expenses ......................      3,799       4,012
                                                           --------    --------

Operating loss .........................................     (5,123)     (5,724)
                                                           --------    --------

Other income (expense):
   Interest, net .......................................       (946)     (1,240)
   Other, net ..........................................         26          61
                                                           --------    --------

         Total other expense, net ......................       (920)     (1,179)
                                                           --------    --------

Loss before income taxes, and minority interest ........     (6,043)     (6,903)
Provision for (benefit from) income taxes ..............         --          --
                                                           --------    --------

Loss before minority interest ..........................     (6,043)     (6,903)

Minority interest in net loss of consolidated limited
     partnerships ......................................      2,151       2,693
                                                           --------    --------

Net loss ...............................................    ($3,892)    ($4,210)
                                                           ========    ========

Net loss per share

Basic
     Net loss ..........................................     ($0.33)     ($0.36)
                                                           ========    ========
     Weighted average common shares outstanding ........     11,619      11,619
                                                           ========    ========

Diluted
      Net loss .........................................     ($0.33)     ($0.36)
                                                           ========    ========
      Weighted average common shares outstanding
          diluted ......................................     11,619      11,619
                                                           ========    ========
</TABLE>




                                       12
<PAGE>






                     ECOSCIENCE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                         In thousands, except share data
                                    Unaudited

<TABLE>
<CAPTION>
                                                                                  September 30,                   June 30,
                                                                                      1998                         1998
                                                                           ----------------------------   --------------------------
                                                                                          As previously                As Previously
                                                                           As Restated      Reported      As Restated     Reported
                                                                           -----------    ------------    ----------   -------------
                 ASSETS
<S>                                                                           <C>            <C>            <C>          <C>
Current assets:
    Cash and cash equivalents ..........................................      $  2,256       $  2,252       $  1,189     $  2,608
    Restricted cash ....................................................            --             --          2,500        2,500
    Short-term investments .............................................           385            385            533          533
      Accounts receivable ..............................................         2,497          2,546          6,809        6,949
    Inventories ........................................................         8,230          8,298          5,050        5,318
    Assets held for sale ...............................................         1,911             --          1,911           --
    Note receivable ....................................................         1,838             --          1,838           --
    Other current assets ...............................................         1,684          3,548          2,411        4,594
                                                                              --------       --------       --------     --------
      Total current assets .............................................        18,801         17,029         22,241       22,502
                                                                              --------       --------       --------     --------
Property, plant and equipment, net .....................................        55,057         57,024         53,136       50,568
Intangible assets, net .................................................         1,516          1,516          1,542        1,542
Other noncurrent assets ................................................         2,145          2,887          2,589        3,160
                                                                              ========       ========       ========     ========
           Total assets ................................................      $ 77,519       $ 78,456       $ 79,508     $ 77,772
                                                                              ========       ========       ========     ========

LIABILITIES AND STOCKHOLDERS' INVESTMENT 
Current liabilities:
   Short-term borrowings ...............................................       $11,757       $ 11,757       $  7,148     $  5,191
   Current portion of long-term debt and capital leases ................        48,167          3,548          5,098        5,486
   Accounts payable ....................................................         7,289          7,289          5,080        6,895
   Accrued expenses and other current liabilities ......................         4,479          4,615          7,118        4,664
                                                                              --------       --------       --------     --------
      Total current liabilities ........................................        71,692         27,209         24,444       22,236
                                                                              --------       --------       --------     --------
Noncurrent liabilities:
    Long-term debt and capital leases, less current maturities .........         1,304         45,923         43,028       43,621
    Other long-term liabilities ........................................         2,308          2,668          4,387        2,964
                                                                              --------       --------       --------     --------
      Total noncurrent liabilities .....................................         3,612         48,591         47,415       46,585
                                                                              --------       --------       --------     --------
Minority interest in limited partnerships ..............................         6,127          6,949          7,277        8,641
Commitments and contingencies
Stockholders' investment:
    Preferred stock
      None issued and outstanding ......................................            --             --             --           --
    Common stock
      At September 30, 1998 and June 30, 1998, respectively ............           116            116            116          116

Additional paid-in capital .............................................        52,074         52,557         57,509       56,143
Accumulated deficit ....................................................       (56,111)       (56,975)       (57,259)     (55,955)
Unrealized gain on short-term investments ..............................             9              9              6            6
                                                                              --------       --------       --------     --------
      Total stockholders' investment (deficit) .........................        (3,912)        (4,293)           372          310
                                                                              --------       --------       --------     --------
           Total liabilities and stockholders' investment ..............      $ 77,519       $ 78,456       $ 79,508     $ 77,772
                                                                              ========       ========       ========     ========
</TABLE>



                                       13
<PAGE>


                     ECOSCIENCE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  In thousands
                                    Unaudited

<TABLE>
<CAPTION>
                                                                                   September 30,                 September 30,
                                                                              ----------------------      -----------------------
                                                                                1998          1998          1997          1997
                                                                              --------      --------      --------      --------
                                                                                         As Previously                As Previously
                                                                             As Restated    Reported    As Restated     Reported
                                                                             ----------- -------------  -----------   -------------
<S>                                                                             <C>           <C>           <C>           <C>
Cash flows from operating activities:
   Net loss ................................................................   ($3,892)      ($4,210)        ($597)        ($597)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
       Depreciation and amortization .......................................     1,064         1,064           515           515
       Minority interest in net loss of consolidated limited
           partnerships ....................................................    (2,151)       (2,693)       (1,322)       (1,321)
       Foreign exchange loss ...............................................        98            98             4             4
       Gain on sale of investments .........................................        (2)           --            --            --
       Gain on sale of property, plant and equipment .......................        (3)           --            --            --
       Changes in current assets and liabilities:
            Accounts receivable, net .......................................     4,312         4,403           761           680
            Inventories ....................................................    (3,180)       (2,980)         (750)         (750)
            Other current assets ...........................................       727         1,238        (1,624)         (911)
            Accounts payable and accrued expenses ..........................      (528)          245         3,722         3,733
                                                                              --------      --------      --------      --------
       Net cash provided by (used in) operating activities .................    (3,555)       (2,835)          709         1,353
                                                                              --------      --------      --------      --------

Cash flows from investing activities:
   Purchases of property, plant and equipment ..............................    (2,769)       (7,275)       (7,051)       (8,371)
   Proceeds  from sales of short-term investments ..........................       153           151            --            --
   Proceeds from release of restricted cash ................................     2,500         2,500            --            --
   Decrease (increase) in other noncurrent assets ..........................       410            11           (95)          (95)
   Decrease in other noncurrent liabilities ................................    (2,079)           --        (6,961)           --
   Decrease in loan receivable .............................................        --            12            --            --
   Payments of long-term construction liabilities ..........................        --          (296)           --        (5,250)
   Proceeds from sale of property, plant and equipment .....................         7            --            --            --
                                                                              --------      --------      --------      --------
       Net cash used in investing activities ...............................    (1,778)       (4,897)      (14,107)      (13,716)
                                                                              --------      --------      --------      --------

Cash flows from financing activities:
  Proceeds from long-term debt .............................................     3,297         3,297         5,846         8,113
   Proceeds from issuance of common stock ..................................         5             5            --            --
   Net borrowings (payments) under lines of credit .........................     4,609         6,566           374          (726)
   Payments on long-term debt and capital leases ...........................    (1,988)       (2,969)       (3,759)       (3,759)
   Debt issuance costs .....................................................      (123)         (124)         (409)         (856)
   Minority interest contributions to limited partnerships .................     1,000         1,001         2,975         9,391
   Distributions to stockholders of APD's S Corporations ...................      (400)         (400)         (110)         (110)
                                                                              --------      --------      --------      --------
        Net cash provided by financing activities ..........................     6,400         7,376         4,917        12,053
                                                                              --------      --------      --------      --------
Increase (decrease) in cash and cash equivalents ...........................     1,067          (356)       (8,481)         (310)
Cash and cash equivalents at beginning of period ...........................     1,189         2,608         9,599         2,178
                                                                              ========      ========      ========      ========
Cash and cash equivalents at end of period .................................    $2,256        $2,252        $1,118        $1,868
                                                                              ========      ========      ========      ========

Total unrestricted and restricted cash, cash equivalents and  short-term
   investments at end of period ............................................    $2,641        $2,637        $4,901        $5,650
                                                                              ========      ========      ========      ========

   Supplemental cash flow information Cash paid for:
       Interest ............................................................    $1,146          $821          $576          $576
       Income taxes ........................................................         3             3            28            28
                                                                                                                               

   Non-cash investing and financing activities:
         Acquisition of equipment under capitalized leases .................        36            36            20            20
</TABLE>



                                       14
<PAGE>


8.   SUBSEQUENT EVENTS


(a)  Pocono Village Farms, L.P. Operations

     In June 1998, a tornado  damaged  approximately  10% of the Pocono  Village
Farms,  L.P.  ("PVF")  greenhouse  which  resulted in  structural  damage to the
greenhouse  and damage to the growing  crop.  The Company  received  $425,000 in
insurance  proceeds  for the  damage  to the  greenhouse.  PVF did not  maintain
insurance for crop damage. As a result of the event,  approximately  $120,000 of
losses  were  incurred  and  recorded  in other  expense,  net in the  Company's
Consolidated  Statement  of  Operations  for the year ended June 30,  1998.  The
Company is  endeavoring  to sell the  greenhouse  property.  Estimated  costs of
approximately $500,000 to be incurred through the sale date have been accrued by
the Company. The assets,  totaling  $1,911,000,  have been disclosed as held for
sale  in  the  accompanying  September  30,  1998  Consolidated  Balance  Sheet.
Following  the tornado  event,  PVF's lender  demanded  $750,000 in  replacement
collateral  and demanded that the $425,000 of insurance  proceeds be used to pay
down PVF's outstanding debt. PVF remains in violation of a financial covenant of
the PVF loan and as such the entire  outstanding  loan balance of $840,000 as of
September 30, 1998 remains  classified in the current  portion of long-term debt
and capital leases in the accompanying  September 30, 1998 Consolidated  Balance
Sheet.

(b)  Acquisition

     On  December  30,  1998,  the  Company  acquired  from  Cogentrix  Delaware
Holdings,  Inc.  ("Cogentrix")  all of the outstanding  capital stock of each of
Cogentrix  Greenhouse  Investments,  Inc.;  Cogentrix  of Fort  Davis  I,  Inc.;
Cogentrix of Pocono,  Inc.;  Cogentrix of Marfa,  Inc. and Cogentrix of Buffalo,
Inc.  (collectively  the "Acquired  Companies") which were 50% partners with the
Company in limited  partnerships  that operate four of the Company's  greenhouse
operations,  for 1,000,000  shares of EcoScience  common stock and a $20,600,000
note bearing  interest at a rate of 11.25% per annum,  which was  originally due
and payable on March 15, 1999. On March 12, 1999, Cogentrix agreed to extend the
maturity date of the note to June 30, 1999 for $1,000,000. The notes are secured
by all of the  outstanding  capital  stock  of APD and the  Acquired  Companies.
EcoScience is currently seeking  additional debt and equity financing to fulfill
this obligation. If the Company is not successful in refinancing the $21,600,000
notes,  it will seek an extension of the due date to the notes.  There can be no
assurances that EcoScience will be successful in these efforts.

     As a  condition  to the  acquisition,  EcoScience  agreed to  register  the
1,000,000  shares of common stock for public sale by June 15, 1999. In the event
the stock is not registered by June 15, 1999, EcoScience may be required, at the
election of Cogentrix,  to repurchase  the 1,000,000  shares from Cogentrix at a
price  equal to the  greater of $4.00 or the  market  price the day prior to the
repurchase demand, as provided.

     Additional  consideration  given  in the  transaction  is as  follows:  (i)
termination  of an Option  Agreement  with  Cogentrix,  in which APD  granted to
Cogentrix  certain  rights to  participate  in  future  projects  involving  the
development,  acquisition,  owning  of or  operating  by APD  of any  greenhouse
facility  at  which  fruit or  vegetables  are to be  grown,  as  defined;  (ii)
Cogentrix  assigned and  contributed  its note receivable of $643,000 along with
its accrued interest, due from APD to Cogentrix Greenhouse Investment,  Inc. and
(iii) one of the greenhouse limited  partnerships  cancelled its note receivable
due from  Cogentrix in the



                                       15
<PAGE>


amount of $1,838,000,  along with accrued  interest.  Following the cancellation
and  the  acquisition  of  the  Acquired  Companies  by  EcoScience,   Cogentrix
Greenhouse Investment,  Inc. issued a promissory note payable to that greenhouse
limited partnership in the same amount.

(c)  Sale of PostHarvest Equipment Division

     On February 1, 1999, the Company's  postharvest  equipment  division of its
wholly owned subsidiary Agro Dynamics, Inc., which was the exclusive distributor
in North  America for Aweta B.V.'s  sorting and grading  equipment,  was sold to
Autoline,  Inc.. Autoline Inc. and Aweta B.V. are both wholly owned subsidiaries
of FPS  Food  Processing  Systems  of  Holland.  Sales  of  this  division  were
$4,596,000,  $5,519,000 and $2,783,000 in fiscal years ended June 30, 1998, 1997
and 1996, respectively.  The Company concluded that the long term outlook of the
postharvest  equipment  distribution  business was no longer consistent with its
future strategic direction.  This transaction will not result in a material gain
or loss and will not have a material impact on the Company's  financial position
or results or operations.


                                       16
<PAGE>


                             ECOSCIENCE CORPORATION

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


RESTATEMENT

     On September 30, 1998, the Company  acquired Agro Power  Development,  Inc.
("APD")  pursuant  to a merger  transaction  (see  below).  As a  result  of the
finalization  of the  accounting  for the Merger as a pooling of  interests  and
certain adjustments  identified as a result of an audit of APD as of and for the
twelve  months ended June 30, 1998,  the Company is restating  its  Consolidated
Statements of  Operations  for the Three Months Ended  September  30, 1998,  its
Consolidated  Balance Sheets as of September 30, 1998 and June 30, 1998, and its
Consolidated  Statements of Cash Flows for the Three Months Ended  September 30,
1998 and 1997,  as  applicable  (see Note 7 -  Restatement,  and  EFFECTS OF THE
RESTATEMENT, below).

General

     EcoScience  is  engaged  in the  production,  technical  marketing,  sales,
development  and  commercialization  of products and services for the  following
major markets:  (i) intensive  agriculture;  (ii) specialty  agriculture;  (iii)
postharvest  fruits and  vegetables;  and (iv)  biological  insect  control  for
households and industry.


     Merger with Agro Power Development, Inc.

     On September 30, 1998, the Company issued 9,421,487 shares of the Company's
common  stock,  $0.01 par value,  to the  holders of the common  stock of APD, a
privately  held  corporation,  pursuant to an Agreement  and Plan of Merger,  in
which APD was merged with and into a newly  formed,  wholly owned  subsidiary of
the Company (the "Merger").  The stockholders of APD received  30,619.067 shares
of the Company's common stock for each outstanding share of common stock of APD.
In addition,  on September 30, 1998,  the Company issued 99,000 shares of common
stock to certain  shareholders  of APD for their  entire 50% interest in Village
Farms of Morocco, S.A., a Moroccan company, as provided for in the Agreement and
Plan of Merger.  After the Merger,  the stockholders of APD owned  approximately
80% of the outstanding shares of the Company, on a fully diluted basis.

     The Merger has been  accounted for as a pooling of interests.  Accordingly,
the  Company's  consolidated  financial  statements  have been  restated for all
periods  prior to the business  combination  to include the  combined  financial
results of EcoScience and APD. Through  September 30, 1998, the Company incurred
$1,190,000  or $0.10 per  diluted  share of merger  related  costs,  which  were
charged to operations during the three months ended September 30, 1998.


                                       17
<PAGE>


     The  companies  combined to form an  integrated,  environmentally  focused,
consumer  products  driven  agri-business,  capitalizing  on  its  expertise  in
naturally derived food technologies,  intensive production and marketing of high
value, quality fresh produce,  innovative  bio-rational pest and disease control
technologies,  and sophisticated  growing and postharvest  systems and products.
The Company is committed  to  improving  the quality of its products by bridging
nature,  technology  and  the  environment,  utilizing  the  highest  standards.
EcoScience  believes APD will provide the combined entity greater  international
presence,  increased  marketing  capability,  management depth and the operating
level needed to accelerate revenue growth and increase shareholder value.

     Acquisition

     On  December  30,  1998,  the  Company  acquired  from  Cogentrix  Delaware
Holdings,  Inc.  ("Cogentrix")  all of the outstanding  capital stock of each of
Cogentrix  Greenhouse  Investments,  Inc.;  Cogentrix  of Fort  Davis  I,  Inc.;
Cogentrix of Pocono,  Inc.;  Cogentrix of Marfa,  Inc. and Cogentrix of Buffalo,
Inc.  (collectively  the "Acquired  Companies") which were 50% partners with the
Company in limited  partnerships  that operate four of the Company's  greenhouse
operations,  for 1,000,000  shares of EcoScience  common stock and a $20,600,000
note  bearing  interest at a rate of 11.25% per annum,  due and payable on March
15, 1999. On March 12, 1999, Cogentrix agreed to extend the maturity date of the
note to June  30,  1999  for  $1,000,000.  The  note  is  secured  by all of the
outstanding  capital  stock of APD and the  Acquired  Companies.  EcoScience  is
currently  seeking   additional  debt  and  equity  financing  to  fulfill  this
obligation.  If the Company is not  successful in  refinancing  the  $21,600,000
note,  it will seek an  extension  of the due date to the note.  There can be no
assurances that EcoScience will be successful in these efforts.

     As a  condition  to the  acquisition,  EcoScience  agreed to  register  the
1,000,000  shares of common stock for public sale by June 15, 1999. In the event
the stock is not registered by June 15, 1999, EcoScience may be required, at the
election of Cogentrix,  to repurchase  the 1,000,000  shares from Cogentrix at a
price  equal to the  greater of $4.00 or the  market  price the day prior to the
repurchase demand, as provided.

     Additional  consideration  given  in the  transaction  is as  follows:  (i)
termination  of an Option  Agreement  with  Cogentrix,  in which APD  granted to
Cogentrix  certain  rights to  participate  in  future  projects  involving  the
development,  acquisition,  owning  of or  operating  by APD  of any  greenhouse
facility  at  which  fruit or  vegetables  are to be  grown,  as  defined;  (ii)
Cogentrix  assigned and  contributed  its note receivable of $643,000 along with
its accrued interest, due from APD to Cogentrix Greenhouse Investment,  Inc. and
(iii) one of the greenhouse limited  partnerships  cancelled its note receivable
due from  Cogentrix in the amount of  $1,838,000,  along with accrued  interest.
Following the  cancellation  and the  acquisition  of the Acquired  Companies by
EcoScience,  Cogentrix  Greenhouse  Investment,  Inc.  issued a promissory  note
payable to that greenhouse limited partnership in the same amount.

     Sale of PostHarvest Equipment Division

     On February 1, 1999, the Company's  postharvest  equipment  division of its
wholly owned subsidiary Agro Dynamics, Inc., which was the exclusive distributor
in North  America for Aweta  B.V.'s  sorting and grading  equipment  was sold to
Autoline,  Inc.. Autoline Inc. and Aweta B.V. are both wholly owned subsidiaries
of FPS Food Processing Systems of Holland.



                                       18
<PAGE>


Sales of this  division were  $4,596,000,  $5,519,000  and  $2,783,000 in fiscal
years ended June 30, 1998, 1997 and 1996,  respectively.  The Company  concluded
that the long term outlook of the postharvest  equipment  distribution  business
was no longer consistent with its future strategic  direction.  This transaction
will not result in a material  gain or loss and will not have a material  impact
on the Company's financial position or results or operations.

     Election to Change Fiscal Year

     The Company has elected to change its Fiscal Year from the 12 month  period
ending June 30 to a 52/53 week fiscal year. The new fiscal year end date will be
the  Sunday  nearest  December  31 of each  year.  For the six month  transition
period, the fiscal year end date will be January 3, 1999.

     Intensive agriculture

     Through the Merger with Agro Power Development,  Inc., and by virtue of APD
becoming a wholly owned subsidiary, EcoScience is now additionally and primarily
engaged in the production and marketing of greenhouse grown premium  vegetables,
specifically beefsteak tomatoes,  cluster on-the-vine tomatoes, and colored bell
peppers.

     The Company is, in terms of total acreage  controlled  by a single  entity,
the largest producer and marketer of premium quality,  greenhouse grown tomatoes
in the United States.  APD develops,  constructs and operates  highly  intensive
agricultural greenhouse projects, and markets and sells the vegetable production
of these facilities,  as well as, fresh vegetables  produced by other greenhouse
growers under its Village Farms(R) brandname,  as a consumer product,  primarily
to retail  supermarkets  and  dedicated  wholesale  distribution  companies.  In
calendar 1998, APD estimates that it sold  approximately  47.8 million pounds of
tomatoes  grown at APD  greenhouses,  and sold  approximately  an additional 4.3
million  pounds of tomatoes  under APD's  Village  Farms(R) and Home  Choice(TM)
brand names pursuant to marketing  arrangements with third party producers.  The
tomato  poundage  sold by APD is estimated at  approximately  0.95% of the fresh
tomatoes sold in the United States in calendar 1998.

     APD currently  operates seven  greenhouse  facilities in the United States,
including one facility which is currently under  construction and  approximately
60% complete.  If the construction of the new facility is completed according to
plan,  APD's  greenhouse  facilities  will  represent  approximately  217  acres
(9,443,000 square feet) of growing capacity. Three of these facilities,  each of
which has, and the one currently under  construction  which is expected to have,
approximately  41 acres of  growing  capacity,  will  all be among  the  largest
greenhouses  in the United  States.  By  producing,  harvesting,  packaging  and
directly marketing all of its products, APD eliminates numerous  intermediaries,
such as,  repackers,  brokers  and  wholesalers  utilized by  traditional  field
producers of fresh vegetables.  In order to develop additional sources of supply
and revenue, APD has entered into agreements to market and sell fresh vegetables
produced by three other greenhouse operations,  which currently comprise a total
of approximately 66 acres. If these marketing arrangements remain in effect, and
if its new  greenhouse  is  completed  according  to plan,  APD will control the
marketing of approximately 283 acres  (approximately  12,317,000 square feet) of
greenhouse vegetable production.


                                       19
<PAGE>


     The Company  experienced  significant growth during the first six months of
calendar  year  1998,   particularly  in  the  Intensive  Agriculture  division,
represented by APD. During this period,  APD completed  construction and started
operations in  approximately  101 additional  acres of greenhouse  production in
beefsteak (42 acres) and cluster on-the-vine (59 acres) tomatoes.  This increase
in acreage  represents an approximate 137% increase in production  capacity over
the 73.5 production acres for calendar 1997. In addition, APD began construction
on an additional 41 acre  greenhouse to grow and sell colored bell peppers.  The
first  26  acres of this  greenhouse  ("Presidio  Phase I  Project")  went  into
operation  in  October  1998,   thereby   increasing   production   capacity  by
approximately 173% for calendar 1998 as compared to calendar 1997.  Increases in
sales and revenues always lag increases in production capacity, but expenses for
start-up,  infrastructure  and  personnel  occur in  advance  of  revenues.  The
operating results for the quarter ended September 30, 1998 reflect a significant
portion of these expenses in advance of anticipated revenues.

     The timing of the additional 101 acres that started production in April and
May of 1998 came at a time when  market  prices  were on the  decline due to the
approaching  summer  production  season.  In  addition,  this crop  cycle  began
imposing  on the  readying  period for the  greenhouses'  next and  normal  crop
starting  cycle,  and  consequently,   the  growing  cycle  was  abbreviated  by
management to shift to a normal crop cycle.  These  circumstances  prevented the
Company from recovering all of the up-front crop  expenditures in an abbreviated
first crop production cycle and harvest period, which  correspondingly,  reduced
revenue generation. The crop cycle of the Virginia facility, a 42 acre start-up,
was  adversely  impacted by the failure of the lessor of the  facility to obtain
approval of its lenders for the expansion and  conversion of the facility.  As a
result,  the Company was not able to begin  planting in the Virginia  greenhouse
until late in its planned  growing cycle,  which delayed  production  beyond the
favorable winter pricing period. In addition,  the Company  subsequently elected
to cut short the already  abbreviated  growing cycle at the Virginia  greenhouse
and began a new crop which it could  harvest in December  1998,  when the higher
winter  pricing  would  be  available.  Also,  the new New York  greenhouse  had
construction  delays  and was late in  installing  infrastructure  and  required
systems,  all further adversely impacting the Company's  operating  performance.
These decisions and circumstances  increased  operating costs during the quarter
ended September 30, 1998 and limited revenue generation.

     The Company's believes that its greenhouse  operations are all currently on
the optimal production schedule for the first time in Company history,  and when
compared  with prior years  results when three of seven  operations  were out of
optimal  production  cycle  (101 of the 175  acres in  operation).  The  Company
anticipates  realization  of the  benefits of  increased  production  and sales,
consistent with the addition of its production capacity during 1998, to begin in
the quarter ended January 3, 1999.

     Specialty Agriculture

     The  Company  engineers,  designs,  markets and  distributes  sophisticated
growing systems and services to the intensive  farming,  horticultural and plant
nursery  market in the United  States,  Canada,  Mexico and the  Caribbean.  The
Company's  primary  products for this market are: (i) advanced  growing  systems
based on Stonewool(R)  inert growing medium,  manufactured by Grodania A/S; (ii)
computerized   environmental,   irrigation  and  fertilization  control  systems
manufactured by H. Hoogendoorn  Automation  B.V.; and (iii) multiple



                                       20
<PAGE>


greenhouse consumable products.

     PostHarvest Fruits and Vegetables

     The fruit and vegetable production industry requires specialized  services,
equipment and products for the  harvesting,  processing  and storage of produce.
The Company  provides  equipment,  coatings and disease control  products to the
fruit and vegetable  packing  markets.  The Company's  primary products for this
market are coatings and disease  control  products for the  protection of fruits
and vegetables in storage and transit to market including  PacRite(R) and Indian
River Gold(TM)  coatings  manufactured  by EPSC, and the BioSave(R)  PostHarvest
BioProtectant line of natural biological products.

     Prior to the sale of its postharvest  equipment  division in February 1999,
the Company also sold sorting,  grading and packing  systems for produce packers
(primarily apple)  manufactured by Aweta, B.V. (see Note 8 - Subsequent Events -
Sale of PostHarvest Equipment Division).

     Biological Insect Control

     In the biological  insect control  market,  the Company,  together with its
collaborative  partners,  has  been  focused  on  developing  and  selling  cost
effective  bio-insecticide  alternatives to synthetic chemical  insecticides for
use in specific  applications,  including  sensitive  use  environments  such as
homes,  restaurants,  schools  and food  processing  facilities.  The  Company's
primary  product  for  this  market  is  Bio-Blast(R)   Biological   Termiticide
("Bio-Blast"),   a  unique  biological  pest  control  product  manufactured  by
EcoScience.

     The  Company  sells   Bio-Blast   for  use  in  household  and   industrial
applications  through a  marketing  collaboration  with  Terminix  International
Company L.P. In fiscal 1997, the Company initiated the U.S. commercial launch of
Bio-Blast in collaboration with Terminix. Additionally, EcoScience has initiated
an extensive testing,  development and marketing program with Maruwa BioChemical
Co., Ltd. for biological  products in Japan. The Company commenced  shipments of
Bio-Blast to Maruwa in fiscal 1997.

     Technology

     The Company's  technology is used for the  development  and  application of
natural  microbial  pest control agents and coatings to sustain the freshness of
fruits.  The Company's  technology  enables it to provide  technical support for
growers and packers of specialty crops. The Company conducts research on the use
of microbial  agents to control plant  diseases and insect pests,  as well as on
new  applications  for natural  coatings to sustain the  nutritional and overall
qualities in fresh fruit.  The Company expects to conduct tests to determine the
possibility of extending the range of performance and applicability for both its
Bio-Save line of products and its Bio-Blast insect control product.

     Primary Revenue Sources

     The Company  derives most of its revenues from the sale of: (i)  greenhouse
grown  vegetables to retail  supermarkets and dedicated  wholesale  distribution
companies; (ii) growing medium products to the North American intensive farming,
horticulture  and  plant



                                       21
<PAGE>


nursery  industries;  and (iii) postharvest  coating products to the fresh fruit
market  throughout  the western  hemisphere.  Prior to the sale of the Company's
postharvest equipment division to Aweta, B.V., in February 1999, the Company had
also derived  revenues from the sale of sorting,  grading and packing systems to
the produce packing industry.


RESULTS OF OPERATIONS

                    Three Months Ended September 30, 1998 vs.
                      Three Months Ended September 30, 1997

     The Company's net revenues increased by $1,387,000 or 19% to $8,708,000 for
the three months ended September 30, 1998 from $7,321,000 for the same period in
1997.  This  increase was primarily due to the increases in product sales in the
Intensive  Agriculture  greenhouse  vegetable  market of  $635,000,  PostHarvest
Fruits and Vegetables market of $550,000 and the Specialty Agriculture market of
$202,000.

The  following  table sets forth the  Company's  net  revenues by market for the
three months ended September 30, 1998 and 1997:

                                               Three Months Ended September 30,
                                              ---------------------------------
                                                                      Increase
(In thousands)                                 1998        1997      (Decrease)
                                              ------      ------     ----------

Intensive Agriculture ......................  $4,557      $3,922        $635
Specialty Agriculture ......................   2,278       2,076         202
PostHarvest Fruits and Vegetables ..........   1,873       1,323         550
Biological Insect Control ..................      --          --          --
                                              ------      ------      ------

Consolidated ...............................  $8,708      $7,321      $1,387
                                              ======      ======      ======

     In April  1998,  Aweta  B.V.  sustained  fire  damage to its  manufacturing
facility  and certain  contents  therein.  As a result of the fire,  there was a
delay in the shipment and installation of certain  sorting,  grading and packing
equipment with the primary effect being a shifting of revenue and  corresponding
operating  profits from the quarters  ended June 30, 1998 and September 30, 1998
to the quarter ended  January 3, 1999.  The Company has attempted to balance the
effects  of the  temporary  decrease  in  Aweta's  production  capacity  and the
Company's customers' installation and production requirements. The result of the
postponement  of  shipments  caused  by the fire had an  adverse  effect  on the
Company's  operating results for the quarter ended September 30, 1998;  however,
in  those  periods  where  delivery  is  expected  to be made,  there  will be a
favorable impact on operating results.

     Cost of revenues  increased  $3,471,000 or 53% to $10,032,000 for the three
months ended  September  30, 1998 from  $6,561,000  for the same period in 1997,
primarily due to increases at the Intensive Agriculture division, represented by
APD,  where cost of revenues  increased  $2,777,000 or 69% to $6,801,000 for the
three months ended  September  30, 1998


                                       22
<PAGE>


from $4,024,000 for the same period in 1997. The increase in cost of revenues at
the Intensive  Agriculture  division was primarily due to the significant growth
in production  capacity  during 1998 associated with the three new facilities in
Virginia,  Texas and New York,  where crop cycle  adjustments  initiated  by the
Company  and  certain  construction  delays  referred  to  above,  combined  for
substantially all of the increase in cost of goods sold. The other causes of the
increase in cost of revenues were  primarily due to sales  increases and changes
in product mix.

     Gross  profit  on net  revenues  decreased  $2,084,000  to a gross  loss of
$1,324,000 for the three months ended  September 30, 1998 from $760,000 in gross
profit for the same period in 1997;  while gross  profit  percentage  on product
sales  decreased to a 15% gross loss for the three months  ended  September  30,
1998 from a 10% gross profit for the same period in 1997.  The decrease in gross
profit  percentage  was  primarily  due  to  start-up  costs  in  the  Intensive
Agriculture  division.  The gross loss for the Intensive  Agriculture  division,
represented by APD greenhouse vegetables, increased $2,143,000 to $2,244,000 for
the three months ended  September 30, 1998 from a gross loss of $101,000 for the
same period in 1997,  primarily due to the start-up  issues  encountered  at the
three new greenhouses in Virginia, Texas and New York. These facilities combined
for a total  $1,873,000  of the  increase in gross  loss.  Gross loss on the new
greenhouse  facilities was higher than anticipated  because of the timing of and
delays relating to construction completion, and because, production start-up did
not coincide with the optimal crop cycle (seed,  plant, grow,  harvest) of these
facilities  during  the first  year of  operations.  Consequently,  the  Company
abbreviated  the crop cycles at these  facilities  to shift them to optimal crop
cycles for future periods.  Therefore, the up-front costs (the seeding, planting
and associated labor costs) were spread across lower production and sales due to
the  abbreviated  growing  cycle and, as a result,  significantly  lowered gross
profits from the production from these facilities. The Company believes that all
greenhouse operations are currently on their optimal crop cycles and the Company
expects gross  profits to improve,  as a result of the  allocations  of costs of
production over greater  production  volumes resulting from a full crop cycle at
each facility.

     In addition,  the Intensive Agriculture division experienced higher cost of
revenues and lower total revenues on the crop of the 101 acre  facilities,  as a
result  of the  decision  to  abbreviate  the crop  cycle in the  quarter  ended
September 30, 1998. The crop cycle of the Virginia facility, a 42 acre start-up,
was also  adversely  impacted  by the  failure of the lessor of the  facility to
obtain approval of its lenders for the expansion and conversion of the facility.
As a  result,  the  Company  was not  able to  begin  planting  in the  Virginia
greenhouse  until late in its planned  growing cycle,  which delayed  production
beyond the favorable winter pricing period. The Company  subsequently elected to
cut short the already  abbreviated  growing cycle at the Virginia greenhouse and
began a new crop which it could harvest in December 1998, when the higher winter
pricing would be available.  Also, the new New York greenhouse had  construction
delays and was late in  installing  infrastructure  and  required  systems,  all
further adversely impacting the Company's operating performance. These decisions
and circumstances  increased  operating costs during the quarter ended September
30, 1998 and limited revenue generation.


                                       23
<PAGE>


     Research and development  expenses increased $28,000 or 28% to $128,000 for
the three months ended  September  30, 1998 from $100,000 for the same period in
1997, primarily due to increases in personnel and related costs. The Company has
and will continue to incur  ongoing  research and  development  expenses for its
Bio-Save PostHarvest  BioProtectant,  Bio-Blast Biological Termiticide and other
select programs.

     Selling, general and administrative expenses increased $1,460,000 or 66% to
$3,671,000 for the three months ended September 30, 1998 from $2,211,000 for the
same period in 1997,  primarily due to non-recurring  merger costs of $1,190,000
or $0.10 per diluted share  incurred  through  September 30, 1998,  increases in
personnel and related costs to support  increased  levels of business  activity,
and the addition of personnel and related costs in advance of revenue generation
to support increased  production capacity and corresponding  future sales levels
in the Intensive Agriculture division.

     Operating  loss  increased  $3,572,000 to  $5,123,000  for the three months
ended  September 30, 1998 compared to a $1,551,000  operating  loss for the same
period in 1997.  The  increase  in  operating  loss  resulted  primarily  from a
$2,084,000  decrease in gross profit for the three months  ended  September  30,
1998 compared to the same period in 1997, and a $1,488,000 increase in operating
expenses.

     Other  expense,  net increased by $483,000 to $920,000 for the three months
ended  September  30, 1998  compared  to  $437,000  for the same period in 1997,
primarily due to increased  interest expense of $488,000,  reflecting the higher
level of debt  outstanding  during the three  months  ended  September  30, 1998
compared to the same period in 1997.

     For the three months ended  September  30, 1998,  there was no benefit from
income taxes compared to a $69,000 benefit for the same period in 1997.

     Minority interest in the net loss of the consolidated  limited partnerships
increased by $829,000 to  $2,151,000  for the three months ended  September  30,
1998  compared  to  $1,322,000  of  minority  interest  in the  net  loss of the
consolidated limited partnerships for the same period in 1997.

     The Company's net loss  increased  $3,295,000 or $0.28 per diluted share to
$3,892,000 or $0.33 per diluted  share for the three months ended  September 30,
1998  compared to a loss of  $597,000  or $0.05 per  diluted  share for the same
period in 1997.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  operations  have been funded  through  revenues from product
sales,  public and private placements of its equity  securities,  bank loans and
lease financings, minority interest holders' investments in consolidated limited
partnerships  and  loans,  licensing,  collaborative  research  and  development
arrangements, and investment income.

     Cash and cash equivalents were $2,256,000 at September 30, 1998 compared to
$1,189,000 at June 30, 1998.  Unrestricted and restricted cash, cash equivalents
and  short-term   investments



                                       24
<PAGE>


in consolidated  limited  partnerships  totaled $2,641,000 at September 30, 1998
compared to  $4,222,000  at June 30,  1998.  Cash used in  operating  activities
totaled $3,555,000 for the three months ended September 30, 1998 and principally
consisted of a net loss of $3,892,000,  minority interest in the net loss of the
consolidated  limited partnerships of $2,151,000 and an increase in inventory of
$3,180,000; partially offset by a decrease in accounts receivable of $4,312,000,
and  depreciation  and  amortization  of $1,064,000.  Cash provided by financing
activities  totaled  $6,400,000  for the three months ended  September 30, 1998,
which consisted  principally of proceeds from long term debt of $3,297,000,  net
borrowings   under  lines  of  credit  of  $4,609,000   and  minority   interest
contribution  to a consolidated  limited  partnership  of $1,000,000;  partially
offset by payments of long-term  debt and capital  leases of  $1,988,000,  and S
Corporation stockholder  distributions of $400,000 (prior to the merger, APD was
taxed as a S  Corporation,  which  required  this  distribution  for  payment of
related taxes by the APD shareholders).  Cash used in investment  activities for
the three months ended  September 30, 1998 totaled  $1,778,000,  which consisted
principally  of purchases of property and  equipment of  $2,769,000,  associated
with the  construction  of an  additional  26 acre  greenhouse  facility,  and a
decrease in non-current liabilities of $2,079,000; partially offset by a release
of restricted  cash of $2,500,000,  which partially paid down debt in the amount
of   $1,500,000.   The  Company's   working   capital  and  current  ratio  were
($52,891,000)  and 0.26 to 1,  respectively,  at September  30, 1998 compared to
($2,203,000) and 0.91 to 1, respectively, at June 30, 1998.

     The Company is  experiencing a significant  short term liquidity  shortfall
primarily due to (i) the  production  start-up  issues  encountered  at and crop
cycle  adjustments  of  the  approximate  127  acres  of  additional  greenhouse
production capacity in its Intensive Agriculture division,  discussed above, and
(ii) the need to refinance its $21,600,000 promissory notes that are due on June
30, 1999 (see Note 8 - Subsequent  Events - Acquisition) and its $3,000,000 line
of  credit,  the  extended  due date for which is March  31,  1999 (see Note 5 -
Debt).  Additionally,  the Company did not make certain  interest and  principal
payments  due to its  primary  lender  beginning  on  October  20,  1998,  which
constituted default, as well as being in default on financial covenants with its
lenders (see Note 5 - Debt).  In February  1999,  the Company  cured its payment
defaults  with its primary  lender.  The Company  has also  delayed  payments to
vendors; however, the Company has structured extended terms with certain vendors
and in February 1999 has  substantially  paid most other vendors whose  payments
were delayed.

     The Company expects production and sales, and correspondingly, cash flow to
improve in the first two quarters of calendar 1999. While the liquidity position
of the Company is critical,  Company  management  has been in close contact with
major  suppliers  and its  lenders,  and the parties  are working  cooperatively
together to manage this short term cash flow shortfall. The Company is, as well,
actively  seeking the  refinancing of its $21,600,000  promissory  notes and its
$3,000,000  revolving  line of  credit.  If the  Company  is not  successful  in
refinancing the $21,600,000  notes, it will seek an extension of the due date to
the notes. The Company has received a term sheet from a financial institution in
the amount of $4,000,000 to replace its expiring  revolving line of credit.  The
Company  believes  that  it  will  secure  another  such  replacement  financing
arrangement in 1999 for the revolving line of credit.  No assurance can be given
that the Company will be able to complete the refinancings,  obtain an extension
of the notes or that the Company's  creditors  will not attempt to enforce legal
remedies available to them.


                                       25
<PAGE>


     Debt  increased by $5,954,000 to $61,228,000 at September 30, 1998 compared
to $55,274,000 at June 30, 1998. The increase was due primarily to the financing
of Village Farms of Presidio L.P., a subsidiary of APD, greenhouse project Phase
I and seasonal working capital financing needs at September 30, 1998.

     The  Company  expects to incur  administrative,  business  development  and
commercialization  expenditures  in the future as it advances  the  development,
manufacturing  and marketing of its Bio-Blast and Bio-Save  products,  and other
select development programs in its bio-technology  operations.  In addition, the
Company expects to incur  incremental  costs associated with its plans to expand
productive  capacity and product lines offerings.  The Company may also use cash
to acquire  technology,  products or companies  that support the strategy of the
Company.

     The Company  believes that its $2,256,000 of cash and cash  equivalents and
$385,000 of short-term investments as of September 30, 1998, along with revenues
from product sales,  and funds  available  under our revolving  lines of credit,
$3,322,000 as of September 30, 1998 (as of March 6, 1999,  funds available under
our lines of credits are  $107,000;  due to the  Company's  continued  financial
covenant  default on debt due to the Company's  primary  lender,  the Company is
prohibited from obtaining further advances under that credit facility until that
default is cured)  will be  sufficient  to fund the  Company's  working  capital
needs,  planned capital  expenditures,  and to service its indebtedness  through
September  30, 1999,  provided  that the Company can resolve its short term cash
flow shortfall and refinance its  $21,600,000  promissory  notes due on June 30,
1999 and its $3,000,000 line of credit due March 31, 1999. The Company will need
to raise  additional  funds to finance  its  ongoing  operations,  current  debt
obligations  and  expected  growth  after  September  30,  1999.  The Company is
currently  endeavoring  to raise debt and equity  financing,  and is considering
restructuring its senior credit facility with its lenders.  In addition,  if the
Company is not successful in refinancing the $21,600,000  notes, it will seek an
extension  of the due date to the  notes.  No  assurance  can be given  that the
Company  will be able to complete the  refinancings,  obtain an extension of the
notes,  the  Company's  creditors  will not  attempt to enforce  legal  remedies
available  to them  or that  the  Company  can  restructure  its  senior  credit
facility.

EFFECTS OF THE RESTATEMENT


     As described above (see RESTATEMENT, and Note 7 - Restatement), the Company
has restated  certain  financial  results,  the primary  effects of which are as
follows:

     Effects on the Consolidated Statement of Operations for the Three Months
                             Ended September 30, 1998
     ---------------------------------------------------------------------------

     Gross loss decreased $388,000 to a gross loss of $1,324,000, primarily as a
     result of a reduction of cost of revenue of $391,000 to $10,032,000,  which
     principally  resulted from adjustments which reduced the value of inventory
     as of June 30, 1998 and accrual of certain  inventory  costs as of June 30,
     1998,  originally  recorded in the quarter ended September 30, 1998.  Gross
     loss  percentage  decreased  by  approximately  4%  to a  15%  gross  loss,
     primarily as a result of these adjustments.


                                       26
<PAGE>


     Selling,  general  and  administrative  expenses  decreased  by $213,000 to
     $3,671,000  and interest  expense,  net  decreased by $294,000 to $946,000,
     both expense  reductions were primarily due to accruals of costs as of June
     30, 1998,  originally  recorded in the quarter  ended  September  30, 1998.
     Minority interest in the net loss of the consolidated  limited partnerships
     decreased  by $542,000 to  $2,151,000,  primarily as a result of the net of
     the adjustments  described  above.  Net loss decreased by $318,000 or $0.03
     per diluted share to a net loss of $3,892,000 or $0.33 per diluted share.

          Effects on the September 30, 1998 Consolidated Balance Sheet
     ---------------------------------------------------------------------------

     The  Company  classified  $1,911,000  as assets  held for sale,  originally
     recorded  as  property,  plant  and  equipment,  net,  as a  result  of the
     Company's endeavors to sell one of its greenhouse  facilities (See Note 8 -
     Subsequent  Events - Pocono Village Farms, L.P.  Operations).  In addition,
     the Company classified $1,838,000 as a note receivable, originally recorded
     as other  current  assets;  which was the primary cause of the reduction of
     other current assets of $1,864,000 to $1,684,000.  Due to the Company being
     in default on its debt owed to its primary lender,  the Company  classified
     $44,488,000  as  current  portion of  long-term  debt and  capital  leases,
     originally  recorded as  long-term  debt and capital  leases,  less current
     maturities (see Note 5 - Debt).

             Effects on the June 30, 1998 Consolidated Balance Sheet
     ---------------------------------------------------------------------------

     Cash and  cash  equivalents  decreased  by  $1,419,000  to  $1,189,000  and
     accounts payable decreased $1,815,000 to $5,080,000,  primarily as a result
     of the recording of disbursements at June 30, 1998. The Company  classified
     $1,911,000 as assets held for sale and $1,838,000 as a note  receivable for
     the same reason cited as of September 30, 1998, above. Other current assets
     decreased  by  $2,183,000  to  $2,411,000,  primarily  as a  result  of the
     classification  of $1,838,000  as a note  receivable.  Property,  plant and
     equipment,  net increased $2,568,000 to $53,136,000,  net of the $1,911,000
     classification of assets held for sale,  primarily due to construction cost
     accruals   identified.   Short-term   borrowings  increased  $1,957,000  to
     $7,148,000,  accrued  expenses  and  other  current  liabilities  increased
     $2,454,000  to  $7,118,000,   other   non-current   liabilities   increased
     $1,423,000 to $4,387,000,  and minority  interests in limited  partnerships
     decreased by $1,364,000 to $7,277,000, primarily as a result of adjustments
     and accruals  identified.  Accumulated deficit increased by $1,304,000 to a
     deficit  of  $57,259,000  and  additional   paid-in  capital  increased  by
     $1,366,000 to $57,509,000, primarily as a result of the reclassification of
     APD and  certain  APD  subsidiaries  to C  Corporation  from S  Corporation
     status.


                                       27
<PAGE>


           Effects on the Consolidated Statement of Cash Flows for the
                      Three Months Ended September 30, 1997
     ---------------------------------------------------------------------------

     As a result of an audit of APD as of and for the twelve  months  ended June
     30,  1998,   certain   adjustments   were  made  to  the  Company's  pooled
     Consolidated  Balance  Sheet  as of  June  30,  1997,  which  effected  the
     Consolidated  Statement of Cash Flows for the Three Months Ended  September
     30, 1997.

SEASONALITY

     The timing of the Company's  operating revenues may vary as a result of the
seasonal  nature of our  businesses.  In  addition,  operating  revenues  may be
affected by the timing of new production capacity, crop cycles, crop yields, new
product  launches,  acquisitions,  sales  orders,  sales  product  mix and other
economic factors. Operating revenues may be concentrated in the first and second
calendar  quarters as a result of the Company's and the North  American  growing
and  harvesting  seasons.  The Company  believes  that the  historical  trend in
revenues is such that  revenues  for the first and second  calendar  quarters of
each year are  generally  higher  than the  revenues  in the  third  and  fourth
calendar quarters;  although,  there can be no assurance that this will occur in
future  periods.  Accordingly,  quarterly or other interim results should not be
considered indicative of results to be expected for any other quarter or for the
full fiscal year.

FULFILLMENT  OF  NASDAQ  LISTING  REQUIREMENTS

     The  National  Association  of  Securities  Dealers,  Inc.,  has  among its
continued listing  requirements three criteria,  fulfillment of any one of which
qualifies an issuer for  continued  listing on the Nasdaq  SmallCap  Market.  An
issuer must have (i) net tangible assets of at least  $2,000,000;  (ii) a market
capitalization of at least $35,000,000;  or (iii) net income for the last fiscal
year or for two of the last three fiscal years of at least $500,000.

     Results for the period ended September 30, 1998,  indicate that the Company
no longer meets the net tangible assets test. In addition,  the Company does not
meet the minimum net income test. As of March 12, 1999, 12,619,264 shares of the
Company's  Common  Stock were  outstanding.  The reported  closing  price of the
Company's  Common  Stock on March  12,  1999 was  $3.00,  resulting  in a market
capitalization of approximately $37,858,000. It is possible that the Company may
not be able to  maintain  the  required  level of market  capitalization  due to
possible fluctuations in the market price for its Common Stock, which may result
in Nasdaq's delisting of the Common Stock from the Nasdaq SmallCaps Market.

YEAR  2000

     The  Company has  initiated  an in-house  assessment  of Year 2000  ("Y2K")
issues as they relate to the Company's information  technology ("IT") and non-IT
systems. The



                                       28
<PAGE>


Company has completed its assessment of all computer  hardware.  The Company has
determined that 95% of the Company's hardware is free of Year 2000 problems. The
Company  estimates that the replacement cost of non-compliant  computer hardware
will be approximately $10,000. This amount is budgeted for the second quarter of
calendar  1999.  The Company  expects that all computer  hardware  will be fully
compliant by September 1, 1999.

     The  Company  has  identified  six  software  applications  critical to the
Company's operations. All such packages were purchased from third-party vendors.
Four software applications comprise the Company's accounting  applications.  The
software vendors for two of these applications have certified the packages to be
Y2K compliant.  The other two applications  shall be Y2K compliant by the end of
the second  quarter of calendar  1999. The Company is in the process of creating
test plans for all accounting applications. The Company expects to complete such
compliance testing by July 31, 1999.

     The   Company's   assessment   of   software   applications   relating   to
communications  with business  partners is 50% complete.  All such  applications
assessed  to date  are Y2K  compliant.  The  Company  expects  to  complete  its
assessment  of such  applications  by the end of the second  quarter of calendar
1999.  The Company's  remaining  critical  software  applications  relate to the
operations of the Company's greenhouse facilities. The Company is awaiting a Y2K
assessment  and  certification  from the third party  vendors who maintain  such
software.  Such  assessment  and the resulting  certification  or maintenance is
scheduled for completion by the end of the second quarter of calendar 1999.

     In addition to the above  referenced  IT systems,  the Company is currently
assessing  its non-IT  systems  including  its  telecommunications  and security
systems. This assessment of non-IT systems is 85% complete. To date, the Company
has  discovered no Y2K  problems.  The Company  expects that all non-IT  systems
shall be Y2K compliant by the end of the second quarter of 1999.

     The Company has contacted all of its critical  vendors and  customers,  and
has provided each such vendor and customer with a questionnaire  relating to its
respective  Y2K  compliance.   To  date,  the  Company  has  received  completed
questionnaires  relating to  approximately  15% of such  vendors and  customers.
Vendors or customers  that have not returned a completed  questionnaire  will be
pursued for a response.  Upon its receipt of the remaining  questionnaires,  the
Company, with appropriate participation by each of its divisions, shall create a
Y2K  contingency  plan which will provide for vendor  supply and  customer  base
adaptations necessitated by Y2K non-compliance by such parties.

     To date, the only  anticipated  Y2K costs to the Company will relate to the
replacement of  non-compliant  computer  hardware and upgrades of software.  The
cost of  upgrading  current  software to become Y2K  compliant is expected to be
less than  $10,000.  The  Company  does not expect to incur Y2K  assessment  and
compliance  costs,  as such  assessments and compliance are performed by Company
personnel.

     The Company's primary risks relating to Y2K  non-compliance  consist of its
dependence  upon  computer  hardware  and  software,   its  highly  computerized
greenhouse facilities, and its dependence upon various transportation vendors to
move the  Company's  products to market.  As discussed  previously,  the Company
believes that the risks  associated


                                       29
<PAGE>


with  computer  hardware and software will be minimal.  The Company's  potential
risks associated with its computerized greenhouse operations are extensive.  The
greenhouse  facilities  utilize  computers to control  water,  sunlight,  carbon
dioxide and  temperature.  The costs of  non-compliant  control systems would be
considerable.  The Company is currently working with the vendors of such control
systems to assess and correct any  possible  Y2K related  problems.  The Company
expects that the costs to the Company of such  assessment and correction will be
minimal,  as the  Company's  vendors are expected to provide any  necessary  Y2K
corrections  at minimal cost to the Company.  Finally,  the  Company's  trucking
contractors are among those surveyed for Y2K compliance. The Company will assess
the risks associated with noncompliance among those contractors and will provide
for the use of alternative transportation sources in its Y2K contingency plan as
necessary.

FORWARD  LOOKING  STATEMENTS

     This  report  contains  forward  looking  statements  that  have  been made
pursuant to the provisions of the Private  Securities  Litigation  Reform Act of
1995.  Such forward looking  statements are not historical  facts but rather are
based on current expectations, estimates and projections about our industry, our
beliefs,  and assumptions.  Words such as "anticipates,"  "expects,"  "intends,"
"plans,"  "believes,"  "seeks,"  "estimates"  and  variations  of such words and
similar  expressions are intended to identify such forward  looking  statements.
These  statements  are not guarantees of future  performance  and are subject to
certain risks,  uncertainties  and other  factors,  some of which are beyond our
control,  that are difficult to predict and could cause actual results to differ
materially   from  those   expressed  or  forecasted  in  such  forward  looking
statements.  Such  risks  and  uncertainties  include  those  described  in  the
Company's  filings with the Securities and Exchange  Commission and elsewhere in
this report and include, but are not limited to regulatory uncertainty, level of
demand for the Company's  products and services,  product  acceptance,  industry
wide competitive  factors,  seasonality  factors,  timing of completion of major
equipment projects,  political, economic or other conditions, and the results of
the merger in terms of achieving  effective  operations,  market  acceptance and
corporate  position.  Furthermore,  market  trends are subject to changes  which
could adversely affect future results.  Readers are cautioned not to place undue
reliance on these forward looking  statements,  which reflect  management's view
only as of the date of this report.  The Company  undertakes  no  obligation  to
update such statements or publicly  release the result of any revisions to these
forward looking  statements that we may make to reflect events or  circumstances
after the date hereof or to reflect the occurrence of unanticipated events.



                                       30
<PAGE>


                    QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

     The Merger may affect the following  aspects of the  Company's  operations:
(i) changes in the Company's debt to equity ratio;  (ii) costs  associated  with
the transaction and  restructuring  changes;  (iii) market risk; and (iv) credit
risk.

     The  Merger  changed  the  Company's  debt to equity  ratio  from  minor to
significant,  which  could  expose the Company to,  among  other  things,  risks
associated with interest rate  fluctuations.  Based on the consolidated  balance
sheet as of September 30, 1998,  the Company is highly  leveraged as a result of
debt  levels  and  the  stockholders  deficit  of  $3,912,000.   Additional  and
unanticipated  expenses  may be  incurred  relating  to the  integration  of the
businesses  of  the  Company  and  APD,  including  sales  and  marketing,   and
administrative  functions.   Although  the  Company  and  APD  expect  that  the
elimination of duplicative  expenses,  as well as other efficiencies  related to
the integration of their respective  businesses may offset  additional  expenses
over time,  there can be no assurance  that such net benefit will be achieved in
the near term or at all.

     The  Company  is  subject  to a number of risks  similar  to those of other
companies in similar stages of development, including but not limited to history
of losses, requirement of additional financing, substantial debt and the default
under  certain  loan  agreements,   markets  in  which  we  compete  are  highly
competitive,  share  price  of  our  common  stock  may be  volatile,  extensive
government regulation of our business segments, patent position is uncertain and
our success depends on our proprietary rights,  manufacturing risks,  dependence
on key personnel, ability to continue to meet NASDAQ Listing Requirements,  Year
2000  compliance,  possibility  of product  liability  claims,  no intent to pay
dividends  in  the   foreseeable   future,   operating   results  may  fluctuate
significantly,  possibility  of being  affected by crop disease and  pestilence,
perishability  of goods,  weather and other  events could affect our crop yields
and damage our  greenhouse  structures,  crop cycles,  timing of harvesting  and
bringing the crop to market,  sensitivity  to price  increases in raw materials,
risks related to the leasing of some of our greenhouse facilities, dependence on
certain corporate  relationships and  concentrations in customers and suppliers,
risks related to our growth strategy,  changing market trends,  the necessity to
develop,  register and manufacture  commercially usable products, the ability to
achieve profitable operations,  the impact of supply and demand on market prices
for  products  produced and sold,  the need to raise  additional  funds  through
public or private debt or equity  financing,  especially due to the  substantial
amount of capital investment  required for greenhouse  operations,  current debt
obligations,  the success of the Company to achieve an effective  merged  entity
and the result of that entity in terms of achieving effective operations, market
acceptance and corporate  position,  our directors and executive  officers own a
significant  percentage of our capital stock,  and a substantial  sale of shares
may  impact  the  market  price of our common  stock.  All these  factors  could
adversely affect future results and shareholders value.

     Financial   instruments   which   potentially   subject   the   Company  to
concentrations  of  credit  risk  consist  of  accounts   receivable  and  other
receivables.  The  Company  primarily  invests its  available  funds into United
States Government  securities as well as investments with high quality financial
institutions.  The  Company  performs  ongoing  evaluations  of  its  customers'
financial condition and,  generally,  requires no collateral from its customers.
The


                                       31
<PAGE>


Company maintains reserves and allowances for potential credit losses;  which to
date,  such  credit  losses  have been  insignificant  and  within  management's
expectations.  The merged  entity is  subject to a higher  level of risk of this
nature  due to the  higher  level of  business  activity  and a higher  level of
customer concentration.




                                       32
<PAGE>


                           Part II. OTHER INFORMATION



Item 1.   Legal Proceedings

          None.

Item 2.   Changes in Securities

          In  connection  with the  Merger,  on  September  30, 1998 the Company
          issued  9,421,487 shares of the Company's Common Stock $0.01 par value
          (the  "Merger  Shares"),  to the holders of the Class A Common  Stock,
          $1.00  per  share,  of  Agro  Power  Development,  Inc.,  a  New  York
          corporation ("APD").  Pursuant to the Merger, APD merged with and into
          Agro  Acquisition  Corporation,  a  wholly  owned  subsidiary  of  the
          Company. Agro Acquisition Corporation subsequently changed its name to
          Agro Power Development, Inc.

          Also in connection with the Merger,  on September 30, 1998 the Company
          issued 33,000 shares of the  Company's  Common Stock,  $0.01 par value
          (the  "Moroccan  shares"),  to each of  Michael  A.  DeGiglio,  Thomas
          Montanti and Albert Vanzeyst (together the "Moroccan Shareholders") in
          exchange for the Moroccan  Shareholders' 50% interest in Village Farms
          of Morocco,  S.A., a Moroccan company.  The Merger Shares and Moroccan
          Shares were issued to the APD  Shareholders  pursuant to an  exemption
          under section 4(2) of the  Securities  Act of 1933, as such  issuances
          did not involve any public offering.

Item 3.   Defaults Upon Senior Securities

          (i)  On  September  30,  1998,  the  Company no longer met the minimum
               tangible net worth covenant imposed by a revolving line of credit
               from a Bank,  was  therefore  in  default,  and as a result,  the
               Company and the Bank entered into a  forbearance  agreement as of
               November 12, 1998 and three extensions  thereto,  under which the
               Bank agreed to  conditionally  forbear from exercising its rights
               and remedies as a result of the default until March 31, 1999.

               On  November  24,  1998,  the Bank  notified  the  Company of its
               intention to terminate the  revolving  line of credit on December
               28,  1998.  The  Company  and  the  Bank  have  agreed  to  three
               extensions to the credit  facility which extend the maturity date
               to March 31, 1999.

               The  Company  and the Bank  have  also  agreed  to the  following
               modifications  of the credit facility  pursuant to the extensions
               of the



                                       33
<PAGE>


               maturity  date  and   forbearance   period:   (i)  reduction  the
               $1,200,000  inventory  based borrowing limit by $40,000 each week
               commencing  the week of January  28, 1999 and (ii) an increase in
               the  interest  rate to prime  plus 5.0%.  See Note 5 - Debt,  and
               Liquidity and Capital Resources for additonal information.

          (ii) On December 1, 1998,  a Lender  informed  the Company that due to
               certain  events of defaults  certain  actions  were taking  place
               effective  immediately  as provided in the Credit  Facility.  The
               events of default  included (i) the Company's  default on certain
               interest and  administrative  fee  payments,  (ii) the  Company's
               Underlying  Borrowers'  were in principal  and  interest  payment
               default  with the  Company  and (iii) APD was in  default  on the
               financial  covenants  contained  in the  guaranty  of the  Credit
               Facility  relating to a ratio of equity to senior  long-term debt
               which  required  a minimum  ratio of 25%.  The  letter of default
               referred  to interest  and fee  defaults  totaling  approximately
               $1,004,000.  Following  the receipt of the letter,  further  debt
               service payment defaults occurred including  additional  interest
               and  principal  payment  defaults on  December  31, 1998 for Term
               Loans.  In December  1998, the Company began to make debt service
               payments to cure the payment defaults  identified in the December
               1, 1998 letter.  The final installment of approximately  $460,000
               of these series of payments, totaling approximately $2,005,000 in
               the aggregate,  was made on February 12, 1999,  which brought the
               Company and the  Underlying  Borrowers  into full  principal  and
               interest compliance under the Credit Facility.  However,  APD and
               the  Underlying  Borrowers  still  remain in violation of certain
               financial covenants.  The Credit Facility Lender expressly stated
               in the  December  1,  1998  letter  of  default,  that it was not
               exercising  its right  under the Credit  Facility  to  accelerate
               payment of all outstanding amounts; however, it was reserving its
               right to do so. In  addition,  due to the Company  still being in
               default,   the  Company  is  prohibited  from  obtaining  further
               advances until all default  events are cured.  See Note 5 - Debt,
               and Liquidity and Capital Resources for additonal information.

Item 4.   Submission of Matters to a Vote of Security Holders

          A Special  Meeting of  Stockholders  in Lieu of the Annual  Meeting of
          Stockholders  of the  Company  was held on  September  10,  1998.  The
          stockholders  elected  Michael  A.  DeGiglio  and David J. Ryan to the
          class of Directors whose terms expire at the 2000 Annual Meeting.  The
          tabulation of votes with respect to the election of such  directors is
          as follows:



<TABLE>
<CAPTION>
                                                                  Total Votes Withheld
                                 Total Votes for Each Director      From Each Director
                                 -----------------------------      ------------------

          <S>                           <C>                            <C>
          Michael A. DeGiglio           8,530,538                      1,344,902
          David J. Ryan                 8,334,998                      1,540,442
</TABLE>

          The  stockholders  approved the issuance of  9,520,487  shares  (after
          giving effect to the approved reverse stock split referenced below) of
          the Company's

                                       34
<PAGE>

          Common  Stock  to the  holders  of the  Class A  Common  Stock  of APD
          pursuant to the Merger,  with  5,576,060  shares voted in favor of the
          issuance,  851,850 shares voted against the issuance and 35,630 shares
          abstaining.

          The stockholders approved an amendment to the Company's Certificate of
          Incorporation  to  effect a one for five  reverse  stock  split of the
          Company's  Common Stock,  with 5,906,738  shares voted in favor of the
          reverse  split,  528,429  shares votes  against the reverse  split and
          28,373 shares abstaining.

          The Stockholders approved an amendment to the Company's Certificate of
          Incorporation  to  increase  the  number of  authorized  shares of the
          Company's Common Stock from 25,000,000  shares to 100,000,000  shares,
          and to  increase  the  number of  authorized  shares of the  Company's
          Preferred  Stock from  1,000,000  shares to  10,000,000  shares,  with
          5,526,405 shares voted in favor of the amendment, 890,076 shares voted
          against the amendment and 47,059 shares abstaining.

          The  Stockholders  approved and ratified an amendment to the Company's
          1991  Stock  Option  Plan to  increase  the number of shares of Common
          Stock  which may be  granted  under the 1991  Stock  Option  Plan from
          1,300,000  shares to 1,800,000  shares  (without  giving effect to the
          reverse stock split referenced above),  with 8,666,915 shares voted in
          favor of the amendment,  1,138,850  shares voted against the amendment
          and 69,675 shares abstaining.

          The stockholders ratified the selection of Arthur Andersen, LLP as the
          Company's  independent public accountants for the current fiscal year,
          with  9,745,420  shares voted in favor of such  ratification,  104,340
          shares voted against such ratification and 25,680 shares abstaining.

Item 5.   Other Information

          The Company has amended its By Laws to change its Fiscal Year end from
          the twelve month period ended June 30 to a 52/53 week fiscal year. The
          year end date of such  fiscal  year  shall  be on the  Sunday  nearest
          December 31, of each year. For the  transition  period the fiscal year
          end date will be January 3, 1999.


                                       35
<PAGE>

                             ECOSCIENCE CORPORATION

                                  EXHIBIT INDEX



Item 6.           Exhibits and Reports on Form 8-K

(a)       Exhibits

Exhibit                                    Exhibit
Number                                   Description
-------   ----------------------------------------------------------------------
10.60     Agreement Regarding Future Projects between Cogentrix Energy, Inc. and
          Agro Power Development, Inc., effective as of February 6, 1996. * #

10.61     Ground Lease dated  September  4, 1997 between the Buffalo  Enterprise
          Development Corporation and Agro Power Development, Inc. #

10.62     Commercial  Greenhouse  Lease and Operating  Agreement  dated July 22,
          1992  between  Oxbow  Power of North  Tonawanda,  New York,  Inc.  and
          Village Farms of Wheatfield, Inc. * #

10.63     Operating  Agreement dated as of November 14, 1997 between  Greenhost,
          Inc.  and  Village  Farms of  Virginia,  Inc for  Birchwood,  Virginia
          greenhouse facility. * #

10.64     Lease  Agreement  dated as of September 21, 1993 between  Cogentrix of
          Pennsylvania,  Inc. and Keystone  Village  Farms,  Inc. for  Ringgold,
          Pennsylvania greenhouse facility. * #

10.65     Amended  Ground  Lease  effective  March 14, 1997 between the Presidio
          County Commissioners Court and Agro Power Development, Inc. #

10.66     Lease  Agreement  dated as of  January  29,  1998  between  Ripe Touch
          Greenhouses, Inc., and Village Farms of Colorado, Inc. * #

10.67     Agreement  of Limited  Partnership  of Village  Farms of Texas,  L.P.,
          dated as of February 6, 1996. * #

10.68     Marketing and Sales Agreement  between Village Farms,  LLC and Village
          Farms of Texas, L.P., dated February 13, 1996. #



                                       36
<PAGE>


Exhibit                                    Exhibit
Number                                   Description
-------   ----------------------------------------------------------------------

10.69     Management,  Operating and Maintenance  Contract between Village Farms
          of Delaware  LLC and Village  Farms of Texas,  LP dated  February  13,
          1996. #

10.70     Agreement of Limited  Partnership of Pocono Village Farms, L.P., dated
          as of March 10, 1997. #

10.71     Agreement  of Limited  Partnership  of Village  Farms of Marfa,  L.P.,
          dated as of June 4, 1997. * #

10.72     Management,  Operating and Maintenance  Contract between Village Farms
          of Marfa and Village Farms of Delaware, LLC, dated June 4, 1997. #

10.73     Marketing and Sales Agreement between Village Farms of Marfa, L.P. and
          Village Farms of Delaware dated June 4, 1997. #

10.74     Amended and Restated Agreement of Limited Partnership of Village Farms
          of Buffalo, L.P., dated as of September 4, 1997. * #

10.75     Management,  Operating and Maintenance  Contract between Village Farms
          of Delaware and Village Farms of Buffalo,  dated September 4, 1997 and
          amendment thereto dated as of April 17, 1998. #

10.76     Marketing and Sales  Agreement  between  Village Farms of Delaware and
          Village Farms of Buffalo, L.P. dated September 4, 1997. #

10.77     Management,  Operation,  Maintenance,  Marketing  and Sales  Agreement
          between Pocono Village Farms, L.P. and Village Farms of Delaware. #

10.78     Marketing  Agreement by and between Foster Farms,  Inc. and Agro Power
          Development, Inc. dated January 1, 1995. * #

10.79     Credit Agreement (Line of Credit Facility) by and between CoBank, ACB,
          as Agent and as a Syndication  Party and Village  Farms  International
          Financing Association dated as of June 24, 1997. #

10.80     Promissory   Note  (Line  of  Credit   Facility)   of  Village   Farms
          International  Financing  Association dated June 24, 1997 in principal
          amount of $10,000,000. #

10.81     First  Amendment  to  Credit   Agreement  (Line  of  Credit  Facility)
          [Regarding   EcoScience   Merger]  by  and   between   Village   Farms
          International  Finance Association and CoBank, ACB dated September 29,
          1998. #


                                       37
<PAGE>



Exhibit                                    Exhibit
Number                                   Description
-------   ----------------------------------------------------------------------

10.82     Second  Amendment to Credit Agreement (Line of Credit Facility) by and
          between CoBank,  Village Farms  International  Finance Association and
          Agro Power Development Inc. dated September 29, 1998. #

10.83     Line  of  Credit  Security  Agreement  by and  between  Village  Farms
          International Finance Association, and CoBank, ACB dated June 24, 1997
          with a line of credit of $10,000,000. #

10.84     Credit  Agreement  (Construction  Loan Funding) by and between CoBank,
          ACB as Agent and  Syndicated  Party and  Village  Farms  International
          Financing Association dated as of June 24, 1997. #

10.85     First  Amendment  to  Credit  Agreement  (Construction  Loan  Funding)
          [Regarding   EcoScience   Merger]  by  and   between   Village   Farms
          International  Finance Association and CoBank, ACB dated September 29,
          1998. #

10.86     Promissory   note   (Construction   Loan  Funding)  of  Village  Farms
          International  Financing  Association dated June 24, 1997 in principal
          amount of $30,000,000. #

10.87     Construction  Loan  Security  Agreement by and between  Village  Farms
          International  Finance  Association,  and  CoBank,  ACB dated June 24,
          1997. #

10.88     Credit  Agreement  (Term Loan Funding) by and between  CoBank,  ACB as
          Agent and Syndication Party and Village Farms International  Financing
          Association dated as of June 24, 1997. #

10.89     Promissory  Note (Term Loan  Funding) of Village  Farms  International
          Financing  Association  dated  June 24,  1997 in  principal  amount of
          $50,000,000. #

10.90     Guaranty of Agro Power Development,  Inc. dated as of June 24, 1997 to
          Construction Lenders, Term Lenders and Line of Credit Lenders. #

10.91     First  Amendment to Credit  Agreement  (Term Loan Funding)  [Regarding
          EcoScience Merger] by and between Village Farms International  Finance
          Association and CoBank, ACB dated September 29, 1998. #

10.92     Second  Amendment  to Credit  Agreement  (Term  Loan  Funding)  by and
          between CoBank,  Village Farms  International  Finance Association and
          Agro Power Development Inc. dated September 29, 1998. #


                                       38
<PAGE>


Exhibit                                    Exhibit
Number                                   Description
-------   ----------------------------------------------------------------------

10.93     Term  Loan   Security   Agreement   by  and  between   Village   Farms
          International  Finance  Association,  and  CoBank,  ACB dated June 24,
          1997. #

10.94     Amendment  to Loan  Documents  by and between  CoBank,  Village  Farms
          International  Finance  Association and Agro Power  Development,  Inc.
          dated September 29, 1998. #

10.95     First Amendment to Guarantor Security and Pledge Agreement  [Regarding
          EcoScience  Merger] by and between  Agro Power  Development,  Inc. and
          CoBank, ACB dated September 29, 1998. #

10.96     First Amendment to Guaranty of Agro Power Development, Inc. [Regarding
          EcoScience Merger] by and between Agro Power Development, Inc. and The
          Lender Group dated September 29, 1998. #

10.97     Promissory Note dated March 7, 1997 issued to Cogentrix  Energy,  Inc.
          in the principal amount of $643,197. #

10.98     Promissory  Note dated  January 31,  1997  issued to Village  Farms of
          Texas, L.P. in the principal amount of $1,838,420 by Cogentrix Energy,
          Inc. #

10.99     Agreement of Limited  Partnership  of Village Farms of Presidio,  L.P.
          dated as of August 31, 1998. #

10.100    Commercial  Greenhouse  Design and Construction  Contract between Agro
          Power  Development  and Dalsem  Kassenbouw B.V. dated as of August 31,
          1998. #

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

10.102    Commercial  Packing House Design and Construction  Contract dated July
          10, 1998 between Agro Power Development, Inc. and NC Sturgeon, Inc. #

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

10.104    Management,  Operation and Maintenance Contract dated as of August 31,
          1998 among New Amsterdam  Joint Venture,  L.L.C.  and Village Farms of
          Presidio, L.P. #



                                       39
<PAGE>


Exhibit                                    Exhibit
Number                                   Description
-------   ----------------------------------------------------------------------

10.105    $1,375,000 Promissory Note and Security Agreement dated March 10, 1997
          among Agro Power  Development,  Inc.,  Village  Farms of Delaware LLC,
          Village Farms LLC and Cogentrix Delaware Holdings, Inc. #

10.106    Loan  Agreement by and between  Pocono  Village and First Pioneer Farm
          Credit, ACA, dated March 5, 1997. #

10.107    Installment  Promissory Note for $2,200,000.00  from Pocono Village to
          First Pioneer Farm Credit, ACA, dated March 10, 1997. #

10.108    Construction  Loan Agreement  between Pocono Village and First Pioneer
          Farm Credit, dated March 10, 1997. #

10.109    Security  Agreement  between  Pocono  Village and First  Pioneer  Farm
          Credit, ACA, dated March 10, 1997. #

10.110    Agreement dated July 1, 1998 between Agro Power Development,  Inc. and
          The Greenery International. * #

10.111    Employment   Agreement   dated  June  8,  1998   between   Agro  Power
          Development, Inc. and David M. Suchniak. #

10.112    Stock Purchase  Agreement (dated as of December 7, 1998), Stock Pledge
          Agreement (dated December 30, 1998) and Registration  Rights Agreement
          (dated  December 30, 1998) by and among the  Registrant  and Cogentrix
          Delaware  Holdings,  Inc., and a $20,600,000  Promissory Note from the
          Registrant to Cogentrix  Delaware  Holdings,  Inc. (dated December 30,
          1998),  relating to an acquisition by the Registrant  [incorporated by
          reference  to  Exhibit  10.112  to the  Registrant's  Form  8-K  dated
          December 7, 1998].

10.113    Amendment to Loan Documents  dated February 26, 1999, by and among the
          Registrant,  EcoScience  Produce Systems Corp.,  Agro Dynamics,  Inc.,
          Agro Dynamics Canada, Inc. and Silicon Valley Bank. [filed herewith]

10.114    First Amendment to the  Registration  Rights Agreement as of March 11,
          1999 by and among the Registrant and Cogentrix Delaware Holdings, Inc.
          (originally filed as part of the Stock Purchase  Agreement between the
          parties,  dated as of  December  7,  1998,  as  Exhibit  10.112 to the
          Registrant's Form 8-K dated December 7, 1998). [filed herewith]

27        Financial Data Schedule as of and for the Three Months Ended September
          30, 1998. [filed herewith]

          *    Information  has been omitted from this exhibit and is subject to
               a request for confidential treatment.

          #    Filed with the original filing of this report.

(b)       Reports on Form 8-K

          (1) Report dated September 30, 1998,  describing changes in control of
          Registrant,  as a result of the  issuance of the  Registrant's  Common
          Stock


                                       40
<PAGE>


          pursuant to the Merger with Agro Power Development,  Inc. ("APD") into
          Agro  Acquisition  Corporation,  a Delaware  corporation  and a wholly
          owned subsidiary of the Registrant (the "Subsidiary"). Pursuant to the
          Merger  Agreement among the Registrant,  APD and the Subsidiary (i) on
          September 30, 1998, all outstanding shares of APD stock were converted
          into the right to receive  in the  aggregate  9,421,487  shares of the
          Registrant's  Common  Stock (the  "Conversion  Shares");  and (ii) the
          Registrant  issued  99,000  shares  (the  "Moroccan  Shares")  of  the
          Registrant's  Common Stock to three APD  stockholders  in exchange for
          their 50%  interest  in Village  Farms of  Morocco,  S.A.,  a Moroccan
          Company.  Together, the Conversion Shares and the Moroccan Shares then
          represent  75.9% of the  Registrant's  Common  Stock.  The report also
          incorporated  a press release dated October 1, 1998,  that referred to
          the  finalization  of the merger between the Registrant and Agro Power
          Development, Inc.


                                       41
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                             ECOSCIENCE CORPORATION


Date:  March 15, 1999                      By: /s/ Michael A. DeGiglio
                                           ---------------------------------
                                           Michael A. DeGiglio
                                           President and Chief Executive Officer
                                           (Principal Executive Officer)






Date: March 15, 1999                       By: /s/ Harold A. Joannidi
                                           -------------------------------------
                                           Harold A. Joannidi
                                           Vice President of Compliance
                                           (Principal Accounting Officer)


                                       42