Exhibit 10.65

                              AMENDED GROUND LEASE

     This Amended Ground Lease ("Amended  Lease") is executed as of the date set
forth on the  signature  page of this  document  by and  between  the  County of
Presidio,  Texas, acting by and through its duly authorized  governing body, the
Presidio County  Commissioners  Court (the "Lessor") and Agro Power Development,
Inc.,  a New  York  corporation,  acting  by and  through  its  duly  authorized
corporate  representative  (the  "Lessee"),  and  replaces  the Lease  Agreement
entered  into by  Lessor  and  Lessee  on the  14th  day of  March,  1997 in its
entirety. To the extent that any Provision in the Lease is inconsistent with any
provision in this Amended  Lease,  the  provisions  in this Amended  Lease shall
control The italicized  provisions constitute the additions or amendments to the
terms of the original Lease.

     This  Amended  Lease  becomes  effective  on the date when both  Lessor and
Lessee  have  acknowledged  in writing  that all  conditions  precedent  to this
Amended Lease, found in Section 9.01 herein have been satisfied.

                              PURPOSE OF THE LEASE

     The express purpose of this Amended Lease is for Lessor to provide land for
the  development  of a  commercial  greenhouse  by Lessee,  which  will  provide
agricultural  based jobs and  economic  Development  to the citizens of Presidio
County and the tri-county  area. The premises are authorized  Exclusively  for a
commercial  greenhouse  operation and no other use is authorized on the premises
without  the prior  authorization  of the  Lessor's  governing  body,  the Texas
Department of transportation and the Federal Aviation Administration.

     The  acreage   covered  by  this  Amended  Lease  is  not  now  needed  for
aeronautical  purposes, nor is it expected to be needed for such use at any time
in the foreseeable future.

     This Amended Lease is a surface lease only,  together with the water rights
in the amounts  specified in this lease.  This lease in no way conveys or leases
any mineral interest in this property.

                                    PROPERTY

     The real  property  located in  Presidio  County  consisting  of a tract of
approximately  One Hundred  Fifty-Five  (155) acres commonly  referred to as the
"Southern  Quandrant"  of the  Marfa  Municipal  Airport,  as more  particularly
described and set out in Exhibit "A" (the "Premises"),  which is attached hereto
and incorporated herein for all purposes.



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                                   LEASE TERMS

                                   ARTICLE ONE

     Section 1.01. LEASE OF PREMISES

     In consideration of the mutual  covenants,  conditions and agreements which
follow, Lessor agrees to rent and lease to Lessee, and Lessee agrees to rent and
lease from Lessor the Premises,  together with all  improvements  located on the
Premises  and the  right of access  to and use of the  streets  and roads now or
hereafter  adjoining the Premises.  Lessee,  by execution of this Amended Lease,
accepts the leasehold  estate,  subject only to the title  matters  described in
Exhibit "B" attached hereto and incorporated herein for all purposes.

     Section 1.02 HABENDUM

     TO HAVE AND TO HOLD  the  Premises,  together  with  all and  singular  the
rights,  privileges,  and appurtenances  thereto attaching or anywise belonging,
exclusively  unto Lessee and its Successors in Interest,  for the term set forth
in the Amended Lease, subject to the covenants,  agreements,  terms,  provisions
and limitations herein set forth.

     Section 1.03. TERM

     Unless  sooner  terminated  as may be provided  herein,  this Amended Lease
shall continue and remain in full force and effect for a term  commencing on the
effective date hereof and ending Twenty-five (25) years thereafter (the "Term").
Lessee may extend the Term for one additional period of ten (10) years under the
same terms, conditions and provisions by giving written notice of such Intention
to the Lessor by mail no later than One Hundred  Twenty  (120) days prior to the
end of the Term (the "Extended Term").

     Section 1.04. WARRANTY OF PEACEFUL POSSESSION

     Lessor  covenants  that  Lessee,  on  paying  the Rent and  performing  and
observing all of the covenants and agreements  herein  contained and provided to
be performed by Lessee,  shall and may peaceably and quietly have, hold, occupy,
use and  enjoy the  Premises  during  the Term and any  Extended  Term,  and may
exercise  all of its rights  hereunder.  Lessor  agrees to warrant  and  forever
defend Lessee's right to such occupancy,  use and enjoyment and the title to the
Premises against the claims of any and all Persons whomsoever  lawfully claiming
the same, or any part thereof, subject only to the provisions of this Lease.

     Section l.05. RESERVATION OF RIGHT OF FLIGHT

     There is hereby reserved to the Lessor, its successors and assigns, for the
use and benefit of the public,  a right of flight for the passage of aircraft in
the airspace  above the surface of the premises  herein leased This public right
of flight shall include the right to cause in said  airspace any noise  inherent
in the operation of any aircraft used for  navigation or flight through the said
airspace  or landing at,  taking off from or  operation  on the Marfa  Municipal
Airport.



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     Section l.06. RESTRICTION PROHIBITING OBSTRUCTIONS TO AIR NAVIGATION

     Lessee is strictly  prohibited  from causing the erection of  structures or
growth  of  natural  objects  that  would   constitute  an  obstruction  to  air
navigation.

     Section 1.07. RESTRICTION PROHIBITING  INTERFERENCE WITH AIR NAVIGATION AND
COMMUNICATION

     Lessee is strictly  prohibited  from  engaging in any  activity on the land
that would interfere with or be a hazard to the flight of aircraft over the land
or  to  and  from  the  airport  or  interfere  with  fair   navigation  and  to
communication facilities serving the airport.

     Section l.08. INCORPORATION OF TITLE VI.CIVIL RIGHTS ASSURANCE OBLIGATIONS

     Both Lessee and Lessor  will  comply with such state and federal  rules and
regulations as are promulgated to assure that no person shall, on the grounds of
race,  creed,  color,  national  origin,  sex, age, or handicap be excluded from
participating  in any activity  conducted  under or  benefitting  from any funds
received  under this Amended  Lease.  This  assurance  obligates  the Lessor and
Lessee,  and their  successors in interest for the full Term and any  applicable
Extended Term of the Amended Lease.

                                   ARTICLE TWO

     Section 2.01. DEFINITIONS

     In addition to such other defined terms as may be set forth in this Amended
Lease, the terms below shall have the following meanings:

     "Premises"- the Land and improvements described on Amended Exhibit "A".

     "Rent"- the Base Rent amount.

     "Lessee"-  includes any  Successor in Interest or Permitted  Assignee.  Any
     such Successor in Interest or Permitted  Assignee is bound by all the terms
     and conditions contained herein including the exclusive use of the Premises
     as a commercial greenhouse operation.

                                  ARTICLE THREE

     Section-3.0l. BASE RENT

     Commencing with the effective date of this Amended Lease and continuing for
the first five (5) years of the Term, Lessee shall pay to Lessor a monthly lease
amount of One Thousand Dollars ($1,000.00).  The first such payment of Base Rent
shall be due and payable on the  Effective  Date of this Amended  Lease and like
installments  shall be due and  payable on the same  numbered  day of each month
thereafter during the first five (5) years of the Term.



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     For the remaining  twenty (20) years of the Term and any extended Term, the
Base Rent amount will be adjusted  annually in  accordance  with the most recent
Consumer  Price  Index  figures.  In the  event of a drop in the  CPI,  under no
circumstances will the lease payments fall below the base amount of One Thousand
Dollars ($1,000.00) a month.

                                  ARTICLE FOUR

     Section 4.01. LESSEE TO PAY COSTS

     Lessee will develop and construct the greenhouse facilities on the Premises
at its own cost and expense.  Lessee will insure an adequate  drainage system so
as not to interfere  with the primary  purpose of the airport.  Lessor shall not
have any financial  obligation or other  obligation of any kind under this Lease
except as specifically set forth herein.

     Section 4.02. IMPROVEMENTS

     All  improvements  built or constructed upon the Premises and all equipment
used in  Connection  therewith  by Lessee  shall be and remain the  property  of
Lessee and may be disassembled,  taken down and removed by the Lessee at the end
of the Term or any Extended  Term or upon earlier  termination  occasioned by an
Event of Default.

     Section 4.03. RIGHT OF INSPECTION

     Lessor reserves the right to enter and inspect the leased premises in order
to ensure  that no Events of Default are  occurring  and in order to protect the
adjoining  Marfa  Municipal  Airport.  Lessee  agrees to allow such entrance and
inspection by Lessor as is reasonable and agreed upon by Lessee and Lessor under
the circumstances.

     In case of an emergency situation such as a fire, flood, or other calamity,
Lessee grants Lessor the authority to enter immediately onto the property and to
act to  protect  the best  interests  of the  Marfa  Municipal  Airport  and the
surrounding landowners without obtaining prior consent from Lessee. In all other
circumstances,  Lessor will give Lessee written notice of their request to enter
and inspect the premises.

                                  ARTICLE FIVE

     Section 5.01. EVENTS OF DEFAULT

     Any one of the following events shall be deemed to be an "Event of Default"
by Lessee under this Amended Lease.

     A.   Lessee  shall fail to pay any sum  required to be paid to Lessor under
          the terms and  provisions of this Amended Lease and such failure shall
          not be cured within sixty (60) days after Lessee's  receipt of written
          notice from Lessor of such failure.

     B.   Lessee shall permanently close its commercial  greenhouse operation on
          the Premises,  or shall stop doing business as a commercial greenhouse
          without the



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          prior consent of Lessor.  If the greenhouse  operation is closed for a
          period of twelve  (12)  months,  it shall be deemed to be  permanently
          closed for the purposes of this section.

     C.   Lessee  shall  change the nature or  methods of the  operation  of the
          commercial  greenhouse in any manner which  increases the use of water
          from the  underground  wells on the  property by  twenty-five  percent
          (25%) or more over a base line of 160,000,000  gallons per year.  This
          provision  shall  not  limit  in any way the use or  amount  of  water
          consumed from other sources.

     D.   Lessee  shall fail to perform any other  covenant  in this  agreement,
          other than those  listed  above,  required to be  performed  under the
          terms and  provisions of this Amended Lease and such failure shall not
          be cured within One Hundred Twenty (120) days after receipt of written
          notice from Lessor of such failure, unless a longer time is granted by
          duly authorized action of the governing body of Lessor.

     E.   A court  having  jurisdiction  shall  enter an order for relief in any
          involuntary  case  commenced  against  Lessee,  as  debtor,  under the
          Federal Bankruptcy Code, as now or hereafter constituted, or the entry
          of a decree or order by a court having  jurisdiction over the Premises
          appointing  a  custodian,  receiver,  liquidator,  assignee,  trustee,
          sequestrator,  or  other  similar  official  of or for  Lessee  or any
          substantial  part of the  properties of Lessee or ordering the winding
          up or liquidation of the affairs of Lessee.

     F.   The  commencement  by Lessee of a  voluntary  case  under the  Federal
          Bankruptcy  Code, as now or hereafter  constituted,  or the consent or
          acquiescence  by Lessee to the  commencement of a case under such Code
          or law or to the  appointment  of or taking  possession  by custodian,
          receiver,  liquidator,   assignee,  trustee,  sequestrator,  or  other
          similar  official  of or for  Lessee  or any  substantial  part of the
          properties of Lessee.

     G.   Lessee shall fail to comply with the provisions  contained in Sections
          1.05 through 1.08 of this  Amended  Lease,  as required by the Federal
          Aviation  Administration  and the Texas Department of  Transportation,
          and Lessee shall fail to initiate measures to cure such default within
          ten (10) days of notice thereof

     Section 5.02. LESSOR'S RIGHT TO EXPEL

     Should  any of the above  Events of  Default  occur  during the Term or any
Extended  Term and Lessee  fails to cure such event after  receiving  applicable
notice  thereof,  Lessor may, at its option,  declare this Amended Lease and all
rights and interests  created by it to be  terminated.  In the event that Lessor
terminates the Amended Lease, Lessee shall be given written notice to vacate the
premises by Lessor,  and Lessee so agrees to vacate the  Premises  and to remove
all improvements and restore the Premises to its pre-Lease  condition within Two
Hundred Seventy (270) days after receipt of such notice.



<PAGE>

     Section 5.03. LIQUIDATED DAMAGES

     Both Lessor and Lessee agree that Lessor  would suffer  damages as a result
of such Amended Lease  termination.  Lessee hereby agrees that a reasonable  sum
for liquidated damages in the event of lease termination due to Lessee's default
would be a lump sum payment to Lessor of One-Third  (1/3) of all remaining rents
due under the Term or the Extended  Term of the Amended  Lease.  The time period
for computing the liquidated  damages begins as of the date of default or of the
last lease  payment,  whichever is later in time.  Venue for any suit to enforce
this provision lies exclusively in the district court of Presidio County, Texas.

     Section 5.04. RIGHTS OF LESSOR CUMULATIVE

     All rights and remedies of Lessor  provided for in this Amended Lease shall
be construed and held to be  cumulative,  and no single right or remedy shall be
exclusive of any other which is  consistent  with the former.  Lessor shall have
the right to pursue any or all of the rights or remedies  set forth  herein,  as
well as any other  consistent  remedy or relief which may be available at law or
in equity, but which is not set forth herein. No waiver by Lessor of a breach of
any of the covenants,  conditions or restrictions of this Amended Lease shall be
construed or held to be a waiver of any  succeeding  or preceding  breach of the
same or of any other covenant,  condition or restriction  herein contained.  The
failure of Lessor to insist in any one or more cases upon the strict performance
of any of the covenants of this Amended Lease,  or to exercise any option herein
contained,  shall  not be  construed  as a waiver  or  relinquishment  of future
breaches of such covenant or option.

                                   ARTICLE SIX

     Section 6.01. LESSOR DEFAULT

     Should Lessor fail to perform any of the obligations or covenants contained
in this Amended  Lease,  and such  failure  shall not be cured within sixty (60)
days after receipt of written  notice from Lessee of such  failure,  then Lessee
shall  be  entitled  to  enforce  any one or more of the  following  rights  and
remedies:

     A.   Lessee  shall be entitled to cease  paying all Rent and other  amounts
          owed to Lessor under this Amended Lease until such time as the default
          is cured;

     B.   Lessee shall be entitled to require Lessor to specifically perform its
          obligations under this Amended Lease or restrain or enjoin Lessor from
          continuing the activities that constitute the default of Lessor; and

     C.   Lessee  shall be entitled to exercise  all other  rights and  remedies
          available to Lessee under this Amended Lease or otherwise available to
          Lessee at law or in equity as a consequence of the Lessor's default.



<PAGE>

     Section 6.02. RIGHTS OF LESSEE CUMULATIVE

     All rights and remedies of Lessee  provided for in this Amended Lease shall
be construed and held to be  cumulative,  and no single right or remedy shall be
exclusive of any other which is  consistent  with the former.  Lessee shall have
the right to pursue any or all of the rights or remedies  set forth  herein,  as
well as any other  consistent  remedy or relief which may be available at law or
in equity, but which is not set forth herein. No waiver by Lessee of a breach of
any of the covenants,  Conditions or restrictions of this Amended Lease shall be
construed or held to be a waiver of any  succeeding  or preceding  breach of the
same or of any other covenant,  condition or restriction  herein contained.  The
failure of Lessee to insist in any one or more cases upon the strict performance
of any of the covenants of this Amended Lease,  or to exercise any option herein
contained,  shall  not be  construed  as a waiver  or  relinquishment  of future
breaches of such covenant or option.

                                  ARTICLE SEVEN

     Section 7.01. ASSIGNMENT BY LESSEE

     This  Amended  Lease is  assignable  by  Lessee  as  collateral  to  secure
financing or to any other entity solely for operation of a commercial greenhouse
operation on the Premises ("Permitted Assignee").

     Lessee is hereby authorized to assign its interest in this Amended Lease to
its affiliate  Village Farms of Marfa,  L. P., a limited  partnership  organized
under the laws of Delaware.  Any  Affiliate or Permitted  Assignee of Lessee who
assumes Lessee's  responsibilities  under this Amended Lease hereby agrees to be
bound by and fully comply with all terms of the Amended Lease.

     Section 7.02. SALE OR ASSIGNMENT BY LESSOR

     Any sale or  mortgage  of the  Premises  of Lessor  or any liens  placed or
suffered by Lessor encumbering  Lessor's interest shall be expressly subject and
subordinate to this Amended Lease, to all obligations of Lessor  hereunder,  and
to all the rights,  titles,  interests and estates of Lessee  created or arising
hereunder.

                                  ARTICLE EIGHT

     Section 8.01. PAYMENT OF TAXES

     As the  public  property  of Lessor is to be  leased to  Lessee,  a private
corporation,  for the purpose of a private  commercial  enterprise,  there is no
exemption from ad valorem taxation under the Texas Constitution. Both Lessor and
Lessee  have  agreed  that  a  tax  abatement  is  not  appropriate   under  the
circumstances,  and Lessee  agrees to pay all  assessed ad valorem  taxes on the
Premises  attributable  to the leasehold  interest of Lessee when due during the
Term and any extension of the Term.



<PAGE>

                                  ARTICLE NINE

     Section 9.01. CONDITIONS PRECEDENT TO THIS AMENDED LEASE

     Notwithstanding any and all other provisions,  this Amended Lease shall not
be  effective  or  binding  on the  Lessee or the  Lessor  until  the  following
conditions  have occurred or been  completed to the  satisfaction  of Lessee and
Lessor, as evidenced by an  acknowledgment  signed and dated by both parties and
attached  to this  Amended  Lease as Exhibit "C " and made a part hereof for all
purposes:

     A.   A complete corrected survey with plat and metes and bounds description
          of the Premises  shall be completed  and added to the Amended Lease as
          Exhibit "A".

     B.   An  environmental  site  survey  has been  conducted  on the  Premises
          showing the  Premise to be free of all  Hazardous  Materials  or other
          contaminates.

     C.   Evidence  of good title to the  leasehold  estate  under this  Amended
          Lease  is  established  to  the  satisfaction  of  the  Lessee  of the
          leasehold  estate.  Such  evidence  may be a title  policy  commitment
          issued by a reputable title insurance  company  insuring the leasehold
          title of Lessee in such amount as necessary to satisfy the Lessee that
          the  leasehold  title  with all  improvements  is  adequately  insured
          against adverse claims;  or such other title evidence  satisfactory to
          the Lessee.

     D.   Satisfactory evidence that no easements or other encumbrances exist on
          the  property  which  would  interfere  with the  intended  use of the
          Premises by Lessee.

     E.   This Amended  Lease is further  contingent  upon  Lessee's  successful
          closing of all  financial  borrowing  necessary for Lessee to fund the
          contemplated project.

     F.   This Lease is  further  contingent  upon  Lessor's  obtaining  written
          consent  to  the   Amended   Lease  from  the  Texas   Department   of
          Transportation and the Federal Aviation Administration.

                                   ARTICLE TEN

     Section 10.01. NOTICES

     Notices or communications to Lessor or Lessee required or appropriate under
this Amended Lease shall be in writing,  sent by (a) personal  delivery,  or (b)
expedited  delivery  service  with  proof  of  delivery,  or (c)  registered  or
certified  United  States  mail,  postage  prepaid,   or  (d)  prepaid  telecopy
ifconfirmed by expedited  delivery  service or by mail in the manner  previously
described, address is as follows:

     if to Lessee:      Chief Executive Officer
                        Agro Power Development, Inc.
                        10 Alvin Court
                        East Brunswick, New Jersey 08816



<PAGE>

     if to Lessor:      Presidio County Judge
                        Post Office Box 606
                        Marfa, Texas 79843

     with a copy to:    Presidio County Attorney
                        Post Office Drawer M
                        Marfa, Texas 79843

or to such other  address or to the  attention of such other person as hereafter
shall be designated in writing by such party.  Any such notice or  communication
shall be deemed to have been given  either at the time of personal  delivery or,
in the case of delivery  service or mail,  as of the date of deposit in the mail
in the manner provided herein, or in the case of telecopy, upon receipt.

     Section 10.02. APPLICABLE LAW

     This Amended Lease shall be construed under and in accordance with the laws
of the State of Texas, and all obligations of the parties created  hereunder are
performable in Presidio County,  Texas. Venue for any action arising out of this
Amended  Lease shall lie  exclusively  in the state  district  court of Presidio
County, Texas.

     Section 10.03. RIGHTS CUMULATIVE

     All rights,  options and  remedies of Lessor and Lessee  contained  in this
Amended Lease shall be construed  and held to be  cumulative  and no one of them
shall be exclusive of the other.  Lessor and Lessee shall each have the right to
pursue any one or all of such  remedies or any other  remedy or relief which may
be provided by law or in equity whether or not stated in this Amended Lease.

     Section 10.04. NONWAIVER

     No  waiver  by  Lessor  or  Lessee  of a  breach  of any of the  covenants,
conditions or  restrictions  of this Amended Lease shall  constitute a waiver by
Lessor or Lessee of any subsequent breach of any of the covenants, conditions or
restrictions of this Amended Lease. The failure of Lessor or Lessee to insist in
any one or more cases upon the strict performance of any of the covenants of the
Lease, or to exercise any option herein  contained,  shall not be construed as a
waiver or relinquishment for the future of such covenant or option. A receipt by
Lessor or acceptance  of payment by Lessor of rent with  knowledge of the breach
of any  covenant  hereof  shall not be deemed a waiver  of such  breach,  and no
waiver,  change,  modification or discharge by Lessor or Lessee of any provision
of this  Amended  Lease shall be deemed to have been made or shall be  effective
unless properly  authorized,  expressed in writing and signed by the party to be
charged.

     Section 10.05. TERMINOLOGY

     Unless the context of this Amended Lease clearly  requires  otherwise,  (a)
pronouns,  wherever used herein,  and of whatever gender,  shall include natural
persons and corporations  and associations of every kind and character;  (b) the
singular  shall include the plural  wherever


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and as often as may be appropriate (c) the word "includes" or "including"  shall
mean "including without limitation".

     The  section,  article  and other  headings in this  Amended  Lease are for
reference  purposes  and shall not  control or affect the  construction  of this
Amended Lease or the interpretation hereof in any respect.  Article, section and
subsection  and exhibit  references  are to this Amended Lease unless  otherwise
specified.  All references to a specific time of day in this Amended Lease shall
be based upon Central Standard Time.

     Section 10.06. SEVERABILITY

     If any clause or  provision of this  Amended  Lease is illegal,  invalid or
unenforceable  under  present or future  laws  effective  during the Term or any
extended Term of this Amended Lease, then and in that event, it is the intention
of the parties  hereto that the  remainder  of this  Amended  Lease shall not be
affected thereby.

     Section 10.07. ENTIRE AGREEMENT

     This Amended Lease,  together with the exhibits  attached hereto,  contains
the final and entire  agreement  between the parties  hereto and contains all of
the  terms  and  conditions  agreed  upon,  and no  other  agreements,  oral  or
otherwise, regarding the subject matter of this Amended Lease shall be deemed to
exist or to bind the parties  hereto;  it being the intent of the  parties  that
neither shall be bound any term, condition or representation not herein written.

     Section 10.08. AMENDMENT

     No amendment, modification or alteration of the terms of this Amended Lease
shall be binding  unless the same be in writing,  dated on or  subsequent to the
date hereof, and duly executed by Lessee and by Lessor.  Lessor's approval of an
amendment,  modification or alteration of the terms of the Lease is binding only
if voted upon in open  session at a duly  called and  authorized  meeting of the
governing body of Lessor,  the Presidio  County  Commissioners  Court,  with the
agenda of such meeting being properly posted in accordance with the requirements
of the Texas Open Meetings Act.

     Section 10.09. SUCCESSORS IN INTEREST

     All of the covenants,  agreements,  terms and conditions to be observed and
performed by the parties  hereto shall be  applicable  to and binding upon their
respective  successors  and  assignees,  including,  any  successor  by  merger,
consolidation of Lessee into another business  entity,  or permitted  assignment
(the "Successor in Interest").

     The  terms  of this  Amended  Lease  become  applicable  to any  Mortgagee,
Assignee or Successor in Interest  immediately  upon the date of  foreclosure on
Lessee's  interest  in this  Lease,  upon the  recordation  of a Deed in Lieu of
Foreclosure,  or upon transfer of legal  ownership of Lessee's  interest in this
Lease to any another  business  entity,  including a Mortgagee or Assignee.  Any
such  Mortgagee,  Assignee or Successor  in Interest  shall be  responsible  for
curing any prior default by the Lessee if that is reasonably,  possible,  paying



<PAGE>

any back taxes owed by the Lessee,  and complying  with all terms and conditions
of this Amended Lease until the end of the Term or Extended Term of this Amended
Lease.

     Section 10.10. HAZARDOUS MATERIALS

     Notwithstanding  anything  contained in this Amended Lease to the contrary,
if Lessee finds any Hazardous Materials (hereinafter defined) on the Premises as
a result of the  environmental  survey to be  conducted  pursuant to this Lease,
then Lessee shall have the right to terminate  this Lease by delivering  written
notice thereof to Lessor. If Lessee terminates this Lease as a result of finding
Hazardous  Materials on the  Premises,  then neither party hereto shall have any
further rights, duties or obligations hereunder.

     Lessee hereby agrees that no hazardous  materials  will be deposited on the
leased premises  during the Term or Extended Term of this Amended Lease,  except
for those used in Lessee's agricultural operations.  Lessee agrees to handle and
dispose of these  substances in accordance with all applicable state and federal
environmental  laws,  rules  and  regulations.  Should  hazardous  materials  be
deposited on the premises in violation of any applicable environmental law, rule
or  regulation  during the Term or Extended  Term of the Amended  Lease,  Lessee
agrees to be  financially  responsible  for any clean up which is  necessary  to
restore the premises to its pre-Lease condition.

     As used in this Amended  Lease,  "Hazardous  Materials"  shall mean (I) any
"Hazardous  Waste" is defined by the Resource  Conservation  and Recovery Act of
1976 (42 U.  S.C.  Section  6091 et seq.),  is  amended  from time to time,  and
regulations promulgated thereunder; (ii) any "hazardous substance" as defined by
the Comprehensive  Environmental Response,  Compensation and Liability Action of
1980 (42  U.S.C.  Section  6091 et seq.  ), as  amended  from time to time,  and
regulations  Promulgated  thereunder,   (iii)  polychlorinated  biphenyls;  (iv)
underground  storage tanks,  whether empty,  filled or partially filled with any
substance; (v) any substance the presence of which on the Premises is prohibited
by any  governmental  requirements;  and (vi) any other  substance  which by any
Governmental  requirements  requires  special  handling or  notification  of any
federal,  state  or  local  governmental  entity  in  its  collection,  storage,
treatment or disposal.

                                 ARTICLE ELEVEN

     Section 11.01. ATTORNEY'S FEES.

     If either party is required to commence legal proceedings  relating to this
Amended Lease, the prevailing  party shall be entitled to receive  reimbursement
for its reasonable attorney's fees and costs of suit.

     EXECUTED by the respective  parties on the dates specified on the following
page. When all preconditions to this Amended Ground Lease, as set out in Section
9. 01  herein,  have been  accomplished  to the  satisfaction  of the Lessor and
Lessee,  such parties  shall  acknowledge  that fact in writing and on that date
this Amended Ground Lease shall come into full force and effect.



<PAGE>

PRESIDIO COUNTY, TEXAS                  AGRO POWER DEVELOPMENT, INC.
"Lessor"                                "Lessee"


-----------------------------           -----------------------------
Jake Brisbin, Jr                        Albert Vanzeyst
Presidio County Judge                   President

ATTEST:


-----------------------------           -----------------------------
Ramona Lara                             Ramona Lara
Presidio County Clerk                   Presidio County Clerk


STATE OF TEXAS             ss.

COUNTY OF PRESIDIO         ss.

     Before me, the undersigned authority,  on this day personally appeared Jake
Brisbin,  Jr.,  known to me to be the  person  whose name is  subscribed  to the
foregoing Amended Ground Lease, and known to me to be the Presidio County Judge,
and  acknowledged  to me that he executed said  instrument  for the purposes and
consideration herein expressed, and in the capacity therein stated.

     SUBSCRIBED AND SWORN TO before me this ____ day of _____________,  1997, to
which witness my hand and official seal.


                                          --------------------------------------
                                          Carolyn Renfroe
                                          Notary Public, in and for the State of
                                          Texas

STATE OF TEXAS             ss.

COUNTY OF PRESIDIO         ss.

     Before me,  the  undersigned  authority,  on this day  personally  appeared
Albert  Vanzeyst,  known to me to be the person whose name is  subscribed to the
foregoing  Amended  Ground  Lease,  and known to me to be the  President of Agro
Power Development,  Inc., a New York corporation, and acknowledged to me that he
executed said instrument for the purposes and consideration  herein (-expressed,
and in the capacity therein stated.

     SUBSCRIBED AND SWORN TO before me this ____day _________of,  1997, to which
witness my hand and official seal.


                                          --------------------------------------
                                          Carolyn Renfroe
                                          Notary Public, in and for the State of
                                          Texas



<PAGE>

EXHIBIT A

FIELD NOTES  DESCRIBING A 155.72 ACRE TRACT OF LAND,  IN SECTIONS 249, 250, 251,
AND 252, BLOCK 8, GH&SA RR COMPANY SURVEY,  PRESIDIO  COUNTY,  TEXAS. THE 155.72
ACRE TRACT IS PART OF THE PROPERTY  CONVEYED FROM DOROTHY GAGE FORKER, ET AL, TO
PRESIDIO COUNTY BY WARRANTY DEED RECORDED IN VOLUME 113, PAGE 223, AND FROM MRS.
W.A.  MINNS,  ET AL, BY  WARRANTY  DEED  RECORED IN VOLUME 113,  PAGE 221,  DEED
RECORDS  SAID 155.72  ACRE TRACT OF LAND BEING MORE  PARTICULARLY  DESCRIBED  AS
FOLLOWS:

BEGINNING at a 5/8 inch rebar set at the  intersection of the West  right-of-way
line of State  Highway 17, as marked on the  ground,  and the  Southwest  BRL of
runway 12-30 of Marfa Municipal Airport, for the Northeast corner of this tract,
said BRL is parallel to and 390 feet  Southwest of the centerline of said runway
12-30, whence a concrete highway  right-of-way marker found in said right-of-way
line bears North 17(0)15'36' East 1403.75 feet, and a 1/2 inch iron pipe with an
aluminum cap marked  "PIPER  SURVEYING  COMPANY,  249, 250, 251, 252, BLK 8, PLS
1974",  found at the common corner of Sections 249, 250, 251, and 252,  Block 8,
GH&SA RR Company Survey,  Presidio County,  Texas,  bears South 70(0)45'24" West
1341.99  feet,  and from  said  found,  1/2 inch  iron pipe a one inch iron pipe
marked "SE150,  NE153,  NW249,  SW252",  found in center of a rock mound, at the
common corner of Sections 150, 153, 249, and 252, of Sections 150, 153, 249, and
252, said Block 8, bears South 89(0)58'53" West 5303.86 feet, property for State
Highway  17  conveyed  from A.S.  Gage  Estate  to State of Texas,  right-of-way
recorded  in volume 113,  page 180,  deed  records,  property in Section 250 and
Section 251, said Block 8, conveyed from Dorothy Gage Forker, et al, to Presidio
County by warranty deed  recorded in volume 113,  page 223,  deed  records,  and
property in Section 249 and Section 252,  said Block 8,  conveyed from Mrs. W.A.
Mimms,  et al, to Presidio  County by warranty deed recorded in volume 113, page
221, deed records;

THENCE South 17(0)15'36" West with said West  right-of-way  line, at 462.77 feet
the common line of Section 251 and Section 250, said Block 8, and at 695.48 feet
pass a  found  concrete  highway  right-of-way  marker,  continuing  for a total
distance  of  1047.62  feet to a six  inch  wood  post,  a fence  corner  at the
Southeast corner of said airport, for the Southeast corner of this tract;

THENCE  South  89(0)56'24"  West with the South  boundary  line of said  airport
property  and a wire fence line,  at 955.19 feet the common line of said Section
250 and Section 249,  continuing  for a total  distance of 4326.42 feet to a 5/8
inch rebar set at the intersection of said South boundary line and the Southeast
BRL of runway 3-21 of said airport, for the Southwest corner of this tract, said
BRL is parallel to and 265 feet  Southeast of the  projected  centerline of said
runway 3-21;

THENCE North  45(0)01'32"  East with said BRL, at 794.83 feet the common line of
said Section 249, and Section 252,  continuing  for a total  distance of 1148.62
feet to a 5/8 inch rebar,  set at the intersection of said BRL and the Southwest
line of the protection zone of runway 3-21, for a corner of this tract;

THENCE South  44(0)58'28"  East 85.0 feet,  with said  protection zone Southwest
line, to a 5/8 inch rebar set at the South corner of said  protection  zone, for
an interior corner of this tract;



<PAGE>

THENCE  North  39(0)18'53"  East  854.25  feet with the  Southeast  line of said
protection  zone, to a 5/8 inch rebar set at the intersection of said protection
zone Southeast line and said BRL, for a corner of this tract;

THENCE North 45(0)01'32' East 312.24 feet with said BRL, to a 5/8 inch rebar set
at a BRL comer,  being 65.5 feet Southwest of the centerline of taxiway entering
said runway 3-21, for a corner of this tract;

THENCE South  89(0)59'14"  East 424.65 feet,  with said BRL, to a 5/8 inch rebar
set at a BRL comer, for a corner of this tract;

THENCE North  45(0)00'01'  East 1269.14 feet, with said BRL, to a 5/8 inch rebar
set at a BRL comer, for a corner of this tract;

THENCE South  89(0)59'35"  East 155.54 feet,  with said BRL, to a 5/8 inch rebar
set at a BRL comer, for a corner of this tract;

THENCE  South  44(0)59'1 1" East with said BRL,  being  parallel to and 390 feet
Southwest of the centerline of runway 12-30 of said airport,  at 371.13 feet the
common line of said Section 252 and Section 251, continuing for a total distance
of 2157.03 feet to the "Point of Beginning".

CONTAINING  39.74 acres in Section 249,  13.37 acres in Section 250, 30.51 acres
in Section 251,  and 72.10 acres in Section  252,  for a total of 155.72  acres,
more or less.



<PAGE>

                                    EXHIBIT B

Commitment Number:

G.F. Number A-0005-97

                            EXCEPTIONS FROM COVERAGE

In addition to the Exclusions and Conditions and Stipulations,  your Policy will
not cover loss, costs, attorney's fees, and expenses resulting from

1. The following  restrictive covenants of record itemized below (We must either
insert specific recording data or delete this exceptions):

     as shown in Surrender of Leasehold  dated March 10, 1947 from United States
     of America  to County of  Presidio  Texas,  filed for record May 3, 1947 in
     Volume 125, Page 212, Deed Records of Presidio County, Texas.

2. Any  discrepancies,  conflicts or shortages in area or boundary lines, or any
encroachments or protrusions, or any overlapping of improvements.

3. Homestead or community property or survivorship rights, if any, of any spouse
of any insured. (Applies to the Owner Policy only.)

4. Any titles or rights  asserted  by anyone,  including,  but not  limited  to,
persons, the public, corporations, governments or other entities,

     a. to  tidelands,  or lands  comprising  the shores or beds of navigable or
     perennial rivers and streams, lakes, bays, gulfs or oceans, or

     b. to lands beyond the line of the harbor or bulkhead  lines as established
     or changed by any government, or

     c. to filled in lands, or artificial islands, or

     d. to statutory water rights, including riparian rights, or

     e. to the  area  extending  from  the  line of mean low tide to the line of
     vegetation,  or the  right of access  to that  area or  easement  along and
     across that area.

(Applies to the Owner Policy only.)

5. Standby fees, taxes and assessments by any taxing authority for the year 19__
and  subsequent  years.  and  subsequent  taxes and  assessments  by any  taxing
authority for prior years due to change in land usage or ownership.

6. The terms and conditions of the documents creating your interest in the land.

7.  Materials   furnished  or  labor   performed  in  connection   with  planned
construction  before  signing and  delivering  the lien  document  described  in
Schedule A, if the land is part of the  homestead of the owner.  (Applies to the
Mortgagee  Title Policy  Binder on Interim  Construction  Loan only,  and may be
deleted if satisfactory evidence is furnished to us before a binder is issued.)



<PAGE>

8. Liens and leases that affect the title to the land, but that are  subordinate
to the lien of the insured mortgage. (Applies to Mortgagee Policy only.)

9. The  following  matters and all terms of the  documents  creating or offering
evidence of the matters (We must insert matters or delete this exception.):

     (a) Leasehold Estate by that certain Lease Agreement  between The County of
     Presidio,  Texas,  as Lessor and Agro Power  Development,  Inc., as Lessee,
     dated to be effective as of the 14th day of March,  1997,  filed for record
     in Volume ___, Page _, Deed Records of Presidio County,  Texas, assigned to
     Village  Farms of Marfa,  L.P.  by  Assignment  of Lease  dated , filed for
     record in Volume __, Page __, Deed Records of Presidio County, Texas.

     (b) Easement dated October 9, 1978,  from the County of Presidio,  Texas to
     Southwestern  Bell  Telephone  Company,  of record in Volume 218, Page 480,
     Deed Records of Presidio County, Texas.

     (c) Reversionary  rights as set forth in Surrender of Leasehold dated March
     10, 1947 from the United States of America to the County of Presidio Texas,
     of record in Volume 125, Page 212, Deed Records of Presidio County, Texas.

     (d) Title to all oil, gas and minerals and other elements not  constituting
     part of the  surface  estate  in the  property  described  on  Schedule  A,
     together with all rights, privileges and immunities relating thereto.

     (e)  Building  restriction  line as  shown  on the  survey  made by  Carlos
     Trevino,  Registered  Professional  Land  Surveyor  for the State of Texas,
     dated May 7, 1997.