EXHIBIT 10.84



                                CREDIT AGREEMENT

                           (Construction Loan Funding)

                                 by and between


                                  COBANK, ACB,
                      as Agent and as a Syndication Party,


                                       and


                 VILLAGE FARMS INTERNATIONAL FINANCE ASSOCIATION




                            dated as of June 24, 1997




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                                TABLE OF CONTENTS

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Article 1  DEFINED TERMS..............................................................1

     1.1 Activation Commitment........................................................1
     1.2 Activation Request...........................................................1
     1.3 Additional Costs.............................................................1
     1.4 Administrative Agent Fee.....................................................1
     1.5 Advance......................................................................1
     1.6 Advance Date.................................................................1
     1.7 Advance Payment..............................................................1
     1.8 Advance Request..............................................................1
     1.9 Aggregate Commitment.........................................................1
     1.10 APD.........................................................................1
     1.11 Authorized Officer..........................................................2
     1.12 Availability Period.........................................................2
     1.13 Bank Debt...................................................................2
     1.14 Base Rate...................................................................2
     1.15 Base Rate Loans.............................................................2
     1.16 Base Rate Margin............................................................2
     1.17 BDGCFR......................................................................2
     1.18 Borrower Benefit Plan.......................................................2
     1.19 Borrower Debt...............................................................2
     1.20 Borrower Pension Plan.......................................................2
     1.21 Business Day................................................................2
     1.22 Change in Law...............................................................2
     1.23 Closing Date................................................................3
     1.24 CoBank Equity Interests.....................................................3
     1.25 Code........................................................................3
     1.26 Collateral..................................................................3
     1.27 Commitment Request..........................................................3
     1.28 Compliance Certificate......................................................3
     1.29 Construction Letter of Credit...............................................3
     1.30 Construction Loan Agent.....................................................3
     1.31 Contributing Syndication Parties............................................3
     1.32 Credit Agreement (Line of Credit Facility)..................................3
     1.33 Credit Agreement (Term Loan Funding)........................................3
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     1.34 Default Interest Rate.......................................................3
     1.35 Delinquency Interest........................................................3
     1.36 Delinquent Amount...........................................................3
     1.37 Delinquent Syndication Party................................................4
     1.38 Environmental Laws..........................................................4
     1.39 Environmental Regulations...................................................4
     1.40 Equity......................................................................4
     1.41 Equity Margin...............................................................4
     1.40 Equity to NFI...............................................................4
     1.42 Equity Margin Report........................................................4
     1.43 Equity Margin Report Deadline...............................................4
     1.44 Equity to NFI...............................................................4
     1.45 ERISA.......................................................................4
     1.46 Event of Default............................................................4
     1.47 Fair Market Value...........................................................4
     1.48 Fixed Rate Loan.............................................................4
     1.49 Fixed Rate Period...........................................................4
     1.50 Fixed Rate Request..........................................................5
     1.51 Funding Losses..............................................................5
     1.52 GAAP........................................................................5
     1.53 Greenhouse Facility.........................................................5
     1.54 Guarantor...................................................................5
     1.55 Guarantor Cash Flow.........................................................5
     1.56 Guarantor Collateral........................................................5
     1.57 Guarantor Security Documents................................................5
     1.58 Guaranty....................................................................5
     1.59 Hazardous Substances........................................................5
     1.60 Indemnified Agency Parties..................................................5
     1.61 Indemnified Parties.........................................................5
     1.62 Intercreditor Agreement.....................................................5
     1.63 Leasehold Assignment & Consent..............................................6
     1.64 Letter of Credit Cap........................................................6
     1.65 Letter of Credit Fee........................................................6
     1.66 LIBO Rate...................................................................6
     1.67 LIBO/Quoted Rate Margin.....................................................6
     1.68 Licensing Laws..............................................................6
     1.69 Line of Credit Facility.....................................................6
     1.70 Loan........................................................................6
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     1.71 Loan Advance Amount.........................................................6
     1.72 Loan Documents..............................................................6
     1.73 Loan Proceeds...............................................................6
     1.74 Majority Lenders............................................................6
     1.75 Material Adverse Effect.....................................................6
     1.76 Material Agreements.........................................................6
     1.77 Maturity Date...............................................................7
     1.78 Maximum Syndication Amount..................................................7
     1.79 Net Fixed Investments.......................................................7
     1.80 Note or Notes...............................................................7
     1.81 Notice of Loan Advance......................................................7
     1.82 Organization Documents......................................................7
     1.83 Payment Account.............................................................7
     1.84 Payment Distribution........................................................7
     1.85 Permitted Encumbrance.......................................................7
     1.86 Person......................................................................7
     1.87 Potential Default...........................................................7
     1.88 Preliminary Commitment......................................................7
     1.89 Proposed Underlying Construction Loan.......................................7
     1.90 Quarter.....................................................................7
     1.91 Quoted Rate.................................................................7
     1.92 Quoted Rate Index...........................................................8
     1.93 Quoted Rate Loan............................................................8
     1.94 Quoted Rate Period..........................................................8
     1.95 Quoted Rate Request.........................................................8
     1.96 Request for Underlying Construction Loan Activation.........................8
     1.97 Required License............................................................8
     1.98 Regular Payments............................................................8
     1.99 Regulatory Change...........................................................8
     1.100 Security Documents.........................................................8
     1.101 Successor Agent............................................................8
     1.102 Super Majority.............................................................8
     1.103 Syndication Interest.......................................................8
     1.104 Syndication Parties........................................................8
     1.105 Syndication Party Advance Date.............................................9
     1.106 Syndication Share..........................................................9
     1.107 Term Loan Facility.........................................................9
     1.108 Title Commitments..........................................................9
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     1.109 Title Insurers.............................................................9
     1.110 Title Policies.............................................................9
     1.111 Transfer...................................................................9
     1.112 Underlying Borrowers.......................................................9
     1.113 Underlying Construction Loan...............................................9
     1.114 Underlying Construction Loan Borrowers.....................................9
     1.115 Underlying Construction Loan Conditions....................................9
     1.116 Underlying Construction Loan Documents.....................................9
     1.117 Underlying Liens...........................................................9
     1.118 Underlying Term Loan Borrowers.............................................9
     1.119 Wire Instructions..........................................................9

Article 2  CREDIT FACILITY...........................................................10

     2.1 Loan........................................................................10
     2.2 Letter of Credit............................................................10

Article 3  PURPOSES..................................................................10

     3.1 Purpose - Loan..............................................................10
     3.2 Purpose - Construction Letter of Credit.....................................10

Article 4  AVAILABILITY..............................................................10

     4.1 Availability................................................................10

Article 5  INTEREST AND FEES.........................................................11

     5.1 Interest Calculation........................................................11
            5.1.1 Base Rate Option...................................................11
            5.1.2 Fixed Rate Option..................................................11
            5.1.3 Quoted Rate Option.................................................11
            5.1.4 Equity Margin......................................................11
            5.1.5 Default Interest Rate..............................................12
     5.2 Additional Provisions for Fixed Rate Loans..................................12
            5.2.1 Inapplicability or Unavailability of LIBO Rate.....................12
            5.2.2 Change in Law; Fixed Rate Loan Unlawful............................13
            5.2.3 Increased Costs....................................................13
     5.3 Fees........................................................................14
            5.3.1 Facility Fee.......................................................14
            5.3.2 Administrative Agent Fee...........................................14
            5.3.3 Construction Loan Agent Fee........................................14
            5.3.4 Letter of Credit Fee...............................................14
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Article 6  NOTES; PAYMENTS...........................................................14

     6.1 Promissory Notes............................................................14
     6.2 Principal Payments..........................................................15
     6.3 Interest Payments...........................................................15
     6.4 Application of Regular Payments.............................................15
     6.5 Manner of Payment...........................................................16

Article 7  PREPAYMENTS...............................................................16

     7.1 Voluntary Prepayments.......................................................16
            7.1.1 Voluntary Prepayment of Base Rate Loan.............................16
            7.1.2 Voluntary Prepayment of Fixed Rate Loans and Quoted Rate Loans.....16
            7.1.3 Funding Losses.....................................................16
     7.2 Minimum Prepayment Amount...................................................17
     7.3 Application of Prepayments..................................................17

Article 8  COBANK EQUITY.............................................................17


Article 9  SECURITY..................................................................18

     9.1 Borrower's Assets...........................................................18
     9.2 Guaranty....................................................................18

Article 10  REPRESENTATIONS AND WARRANTIES...........................................18

     10.1 Organization, Good Standing, Etc...........................................18
     10.2 Corporate Authority, Due Authorization; Consents...........................19
     10.3 Title to Property..........................................................19
     10.4 Litigation.................................................................19
     10.5 No Violations..............................................................19
     10.6 Binding Agreement..........................................................19
     10.7 Compliance with Laws.......................................................20
     10.8 Principal Place of Business................................................20
     10.9 Underlying Construction Loans; Underlying Construction Loan Documents......20
     10.10 Payment of Taxes..........................................................20
     10.11 Licenses and Approvals....................................................21
     10.12 Employee Benefit Plans....................................................21
     10.13 Equity Investments........................................................21
     10.14 Real Property.............................................................21
     10.15 Personal Property.........................................................22
     10.16 Borrower Membership.......................................................22
     10.17 Environmental Compliance..................................................22
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     10.18 Fiscal Year...............................................................22
     10.19 Material Agreements.......................................................22
     10.20 Regulations G, U and X....................................................22
     10.22 Disclosure................................................................22

Article 11  CONDITIONS TO ADVANCES...................................................22

     11.1 Conditions to Closing......................................................22
            11.1.1 Loan Documents....................................................23
            11.1.2 Searches; UCC Filings; Recordings; Title Insurance................23
            11.1.3 Approvals.........................................................23
            11.1.4 Organizational Documents..........................................23
            11.1.5 Evidence of Corporate Action......................................24
            11.1.6 Legal Opinion for Borrower and Guarantor..........................24
            11.1.7 Evidence of Insurance.............................................24
            11.1.8 Phase I Environmental Studies.....................................24
            11.1.9 Survey............................................................24
            11.1.10 Material Agreements..............................................24
            11.1.11 Appointment of The Corporation Company...........................24
            11.1.12 No Material Change...............................................24
            11.1.13 Fees and Expenses................................................25
            11.1.14 Application; CoBank Equity Interest Purchase Obligation..........25
            11.1.15 Further Assurances...............................................25
     11.2 Conditions to Issuance of Preliminary Commitment...........................25
            11.2.1 Preliminary Commitment Request....................................25
            11.2.2 No Material Change................................................25
            11.2.3 Default...........................................................26
            11.2.4 Default...........................................................26
            11.2.5 Fees and Expenses.................................................26
     11.3 Conditions to Activation...................................................26
            11.3.1 Activation Request................................................26
            11.3.2 Approval by Super Majority........................................26
            11.3.3 No Material Change................................................27
            11.3.4 Default...........................................................27
            11.3.5 Representations and Warranties....................................27
            11.3.6 Fees and Expenses.................................................27
     11.4 Conditions to Initial Advance..............................................27
            11.4.1 Underlying Construction Loan Documents; Possession of Documents...27
            11.4.2 Advance Request...................................................28
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            11.4.3 Default...........................................................28
            11.4.4 Representations and Warranties....................................29
            11.4.5 Fees and Expenses.................................................29
     11.5 Conditions to All Subsequent Advances......................................29
            11.5.1 Representations and Warranties....................................29
            11.5.2 No Event of Default...............................................29
            11.5.3 No Material Adverse Change........................................29
            11.5.4 Advance Request...................................................29
     11.6 Additional Disbursement Conditions.........................................30
            11.6.1 Aggregate Commitment Amount.......................................30
            11.6.3 Disbursement Period...............................................30
            11.6.4 Illegality of Loan................................................30
     11.7 Requests for and Conditions to Issuance of Construction Letters of Credit..30

Article 12  AFFIRMATIVE COVENANTS....................................................30

     12.1 Books and Records..........................................................30
     12.2 Reports and Notices........................................................30
            12.2.1 Annual Financial Statements.......................................30
            12.2.2 Quarterly Financial Statements....................................31
            12.2.3 Additional Information............................................31
            12.2.4 Notice of Default.................................................31
            12.2.5 Notice of Certain Changes.........................................31
            12.2.6 Notice of Litigation..............................................31
            12.2.7 Notice of Material Adverse Effect.................................31
            12.2.8 Notice of Environmental Litigation................................32
            12.2.9 Regulatory and Other Notices......................................32
            12.2.10 Adverse Action Regarding Required Licenses.......................32
            12.2.11 Default of Underlying Construction Loan..........................32
            12.2.12 Annual Attorney's Opinion Regarding Collateral...................32
     12.3 Eligibility Certificate....................................................32
     12.4 Maintenance of Existence and Qualification.................................32
     12.5 Compliance with Legal Requirements and Agreements..........................33
     12.6 Compliance with Environmental Laws.........................................33
     12.7 Taxes......................................................................33
     12.8 Insurance..................................................................33
     12.9 Title to Assets and Maintenance............................................34
     12.10 Payment of Liabilities....................................................34
     12.11 Further Assurances; Real Property Security Interests......................35
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     12.12 Inspection................................................................35
     12.13 Required Licenses; Permits; Etc...........................................35
     12.14 ERISA.....................................................................35

Article 13  NEGATIVE COVENANTS.......................................................36

     13.1 Borrowing..................................................................36
     13.2 No Other Businesses........................................................36
     13.3 Liens......................................................................36
     13.4 Sale of Assets.............................................................37
     13.5 Liabilities of Others......................................................37
     13.6 Payments on Indebtedness...................................................37
     13.7 Merger; Acquisitions; Etc..................................................37
     13.8 Loans, Advances and Investments............................................38
     13.9 Transactions With Related Parties..........................................38
     13.10 ERISA.....................................................................38
     13.11 Payment of Dividends......................................................39
     13.12 Change in Fiscal Year.....................................................39
     13.13 Extensions of Credit......................................................39
     13.14 Amendment/Waiver of Provisions of Underlying Construction Loan Documents..39

Article 14  INDEMNIFICATION..........................................................39

     14.1 General; Stamp Taxes; Intangibles Tax......................................39
     14.2 Indemnification Relating to Hazardous Substances...........................40

Article 15  EVENTS OF DEFAULT; RIGHTS AND REMEDIES...................................41

     15.1 Events of Default..........................................................41
     15.2 No Advances................................................................43
     15.3 Rights and Remedies........................................................43
     15.4 Limitation on Rights and Remedies..........................................43

Article 16  AGENCY AGREEMENT.........................................................44

     16.1 Funding of Syndication Interest............................................44
     16.2 Syndication Parties' Obligations to Remit Funds............................44
     16.3 Notice and Timing of Each Advance Payment..................................44
     16.4 Syndication Party's Failure to Remit Funds.................................44
     16.5 Agency Appointment.........................................................45
     16.6 Power and Authority of Agent...............................................45
            16.6.1 Advice............................................................45
            16.6.2 Documents.........................................................46
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            16.6.3 Proceedings.......................................................46
            16.6.4 Retain Professionals..............................................46
            16.6.5 Incidental Powers.................................................46
     16.7 Duties of Agent............................................................46
            16.7.1 Possession of Documents...........................................46
            16.7.2 Distribute Payments...............................................46
            16.7.3 Collections.......................................................46
     16.8 Agent's Resignation or Removal.............................................46
     16.9 Consent Required for Certain Actions.......................................47
            16.9.1 Unanimous.........................................................47
            16.9.2 Majority Lenders..................................................47
     16.10 Distribution of Principal and Interest....................................47
     16.11 Distribution of Certain Fees and Amounts..................................48
            16.11.1 Funding Losses...................................................48
     16.12 Possession of Loan Documents..............................................48
     16.13 Collateral Application....................................................48
     16.14 Amounts Required to be Returned...........................................49
     16.15 Reports and Information to Syndication Parties............................49
     16.16 Standard of Care..........................................................49
     16.17 No Trust Relationship.....................................................50
     16.18 Sharing of Costs and Expenses.............................................50
     16.19 Syndication Parties' Indemnification of Agent.............................50
     16.20 Books and Records.........................................................51
     16.21 Administrative Agent Fee..................................................51
     16.22 Representations and Warranties of All Parties.............................51
     16.23 Representations and Warranties of CoBank..................................51
     16.24 Syndication Parties' Independent Credit Analysis..........................52
     16.25 No Joint Venture or Partnership...........................................52
     16.26 Purchase for Own Account/Restrictions on Transfer.........................52
     16.27 Certain Participants' Voting Rights.......................................53
     16.28 Method of Making Payments.................................................53
     16.29 Events of Syndication Default/Remedies....................................53
            16.29.1 Syndication Party Default........................................53
            16.29.2 Remedies.........................................................54
     16.30 Withholding Taxes.........................................................54
     16.31 Further Assurances........................................................54
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Article 17  MISCELLANEOUS............................................................54

     17.1 Costs and Expenses.........................................................54
     17.2 Service of Process and Consent to Jurisdiction.............................55
     17.3 Jury Waiver................................................................55
     17.4 Notices....................................................................55
            17.4.1 Borrower..........................................................56
            17.4.2 CoBank............................................................56
     17.5 Notice to Syndication Parties and Agent....................................56
     17.6 Successors and Assigns.....................................................57
     17.7 Severability...............................................................57
     17.8 Entire Agreement...........................................................57
     17.9 Applicable Law.............................................................57
     17.10 Captions..................................................................57
     17.11 Amendments................................................................57
     17.12 Additional Costs of Maintaining Loan......................................57
     17.13 Capital Requirements......................................................58
     17.14 Replacement Notes.........................................................59
     17.15 Patronage Payments........................................................59
     17.16 Mutual Release............................................................59
     17.17 Liberal Construction......................................................59


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                             EXHIBITS AND SCHEDULES



         Exhibit 1.28      Compliance Certificate

         Exhibit 6.1       Promissory Note Form

         Exhibit 10.3      Permitted Encumbrances

         Exhibit 10.4      Litigation

         Exhibit 10.8      Principal Place of Business

         Exhibit 10.11     Required Licenses and Consents

         Exhibit 10.12     Borrower Benefit Plans

         Exhibit 10.14     Interests in Real Property

         Exhibit 10.19     Material Agreements

         Exhibit 11.2.1    Commitment Request Form

         Exhibit 11.3.1    Activation Request Form

         Exhibit 11.4.1    Underlying Construction Loan Conditions

         Exhibit 11.4.2    Advance Request Form

         Exhibit 13.1      Existing Indebtedness

         Exhibit 16.3      Notice of Loan Advance

         Exhibit 16.26     Syndication Acquisition Agreement

         Exhibit 16.28     Wire Instructions


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<PAGE>

                                CREDIT AGREEMENT
                           (Construction Loan Funding)

     Village Farms International Finance Association
     Loan No. C-2491


     THIS CREDIT AGREEMENT  ("Construction Credit Agreement") is entered into as
of the 24th day of June 1997, by and between COBANK, ACB ("CoBank"), for its own
benefit as a lender (in that capacity sometimes referred to as "CoBank") and, as
Agent Bank for the  benefit of the present  and future  Syndication  Parties (in
that capacity "Agent"),  and VILLAGE FARMS INTERNATIONAL FINANCE ASSOCIATION,  a
Delaware  corporation,  whose  address is 1811  Sardis  Road  North,  Suite 207,
Charlotte, NC 28270("Borrower").

     ARTICLE 1 DEFINED TERMS

     As used in this Construction  Credit  Agreement,  the following terms shall
have the meanings set forth below (and such meaning shall be equally  applicable
to both the  singular and plural form of the terms  defined,  as the context may
require):

     1.1 Activation  Commitment:  shall have the meaning set forth in Subsection
11.3.1.

     1.2  Activation  Request:  shall have the meaning  set forth in  Subsection
11.3.1.

     1.3 Additional Costs: shall have the meaning set forth in Section 17.12.

     1.4  Administrative  Agent  Fee:  shall  have  the  meaning  set  forth  in
Subsection 5.3.2.

     1.5 Advance: a disbursement of a portion of the Loan Proceeds..

     1.6 Advance Date: a day (which shall be a Business Day) on which an Advance
of Loan Proceeds is made.

     1.7 Advance Payment: shall have the meaning set forth in Section 16.2.

     1.8 Advance Request: shall have the meaning set forth in Subsection 11.4.2.

     1.9 Aggregate Commitment: $30,000,000.00.

     1.10 APD: Agro Power Development, Inc.



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     1.11  Authorized  Officer:  shall have the meaning set forth in  Subsection
11.1.5.

     1.12 Availability Period: shall have the meaning set forth in Section 4.1.

     1.13  Bank  Debt:  all  amounts  owing  under the  Note,  fees,  Borrower's
obligations  to  purchase  CoBank  Equity  Interests,  Funding  Losses  and  all
interest,  expenses,  charges and other amounts payable by Borrower  pursuant to
the Loan Documents.

     1.14 Base Rate:  a rate of interest  per annum equal to the "prime rate" as
published from time to time in the Eastern Edition of the Wall Street Journal as
the average  prime  lending rate for  seventy-five  percent  (75%) of the United
States'  thirty (30) largest  commercial  banks,  or if the Wall Street  Journal
shall cease publication or cease publishing the "prime rate" on a regular basis,
such other regularly  published average prime rate applicable to such commercial
banks as is acceptable to Agent in its sole discretion,  with such rate modified
by adding the Base Rate Margin and subtracting the Equity Margin.

     1.15 Base Rate Loans: shall have the meaning set forth in Section 5.1.1.

     1.16 Base Rate Margin: shall be 100 basis points.

     1.17 BDGCFR: shall have the meaning set forth in Subsection 5.1.4.

     1.18  Borrower  Benefit  Plan:  shall have the meaning set forth in Section
10.12.

     1.19 Borrower Debt: the sum of the principal balance owed by Borrower under
the Term Facility and this Construction Credit Agreement.

     1.20 Borrower  Pension  Plan: a Borrower  Benefit Plan that is an "employee
pension  benefit  plan" as defined in Section  3(2) of ERISA that is intended to
satisfy the requirements of Section 401(a) of the Code.

     1.21  Business  Day:  any day (a) other than a Saturday or Sunday and other
than a day which is a Federal  legal holiday or a legal holiday for banks in the
States of Colorado,  New York, or North Carolina, and (b) if such day relates to
a borrowing  of, a payment or  prepayment  of  principal  of or  interest  on, a
continuation  of or conversion  into, or a Fixed Rate Period,  for, a Fixed Rate
Loan,  or a notice by  Borrower  with  respect to any such  borrowing,  payment,
prepayment, continuation, conversion, or Fixed Rate Period, on which dealings in
U.S. Dollar deposits are carried out in the London interbank market.

     1.22 Change in Law: shall have the meaning set forth in Subsection 5.2.2.



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     1.23 Closing Date:  that date on which Agent,  Borrower and Guarantor  have
executed all Loan  Documents  and on which the  conditions  set forth in Section
11.1 of this Construction Credit Agreement have been met.

     1.24 CoBank Equity Interests: shall have the meaning set forth in Article 8
hereof.

     1.25 Code: shall have the meaning set forth in Section 10.12.

     1.26 Collateral: shall have the meaning set forth in Section 9.1.

     1.27  Commitment  Request:  shall have the meaning set forth in  Subsection
11.2.1.

     1.28 Compliance  Certificate:  a certificate of the chief financial officer
of Borrower in the form attached hereto as Exhibit 1.28.

     1.29  Construction  Letter of Credit:  shall have the  meaning set forth in
Section 2.2.

     1.30 Construction Loan Agent: CoBank, ACB, in its role as such..

     1.31 Contributing  Syndication Parties: shall have the meaning set forth in
Section 16.4.

     1.32 Credit  Agreement (Line of Credit  Facility):  means that agreement so
titled  dated June 24,  1997,  by and  between  CoBank for its own  benefit as a
lender and as agent bank for the benefit of the  present and future  syndication
parties as named or defined  therein,  and  Borrower,  wherein the lenders  have
agreed to make  available  to Borrower a line of credit  facility in a specified
sum for the  purpose  of  enabling  Borrower  to make  line of  credit  loans to
eligible third parties to use for the purposes therein specified.

     1.33 Credit  Agreement (Term Loan Funding):  means that agreement so titled
dated June 24, 1997,  by and between  CoBank for its own benefit as a lender and
as agent bank for the benefit of the present and future  syndication  parties as
named or defined therein, and Borrower,  wherein the lenders have agreed to lend
to  Borrower a specified  sum of money for the  purpose of enabling  Borrower to
make term  loans to  eligible  third  parties  to use for the  purposes  therein
specified.

     1.34 Default Interest Rate: a rate of interest equal to 400 basis points in
excess of the rate or rates of interest otherwise being charged on any Base Rate
Loan, Quoted Rate Loan, or Fixed Rate Loan.

     1.35  Delinquency  Interest:  shall have the  meaning  set forth in Section
16.4.

     1.36 Delinquent Amount: shall have the meaning set forth in Section 16.4.



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     1.37  Delinquent  Syndication  Party:  shall have the  meaning set forth in
Section 16.4.

     1.38  Environmental   Laws:  the  Comprehensive   Environmental   Response,
Compensation  and  Liability  Act  of  1980  as  amended,  42  U.S.C.  9601-9657
("CERCLA")  and the Resource  Conservation  and Recovery Act of 1976,  42 U.S.C.
6901-6987 ("RCRA").

     1.39 Environmental  Regulations:  as defined in the definition of Hazardous
Substances.

     1.40 Equity: as determined in accordance with GAAP, plus Minority Interests
(as defined in accordance with GAAP).

     1.41 Equity Margin: shall have the meaning set forth in Subsection 5.1.4.

     1.42 Equity Margin  Report:  shall have the meaning set forth in Subsection
5.1.4.

     1.43 Equity  Margin  Report  Deadline:  shall have the meaning set forth in
Subsection 5.1.4.

     1.44 Equity to NFI:  the ratio,  with  respect to APD, of its Equity to its
Net Fixed Investments.

     1.45 ERISA: shall have the meaning set forth in Section 10.12.

     1.46 Event of Default: shall have the meaning set forth in Section 15.1.

     1.47 Fair Market Value:  a valuation as  determined in a written  appraisal
from an MAI certified appraiser.

     1.48 Fixed Rate Loan: shall have the meaning set forth in Subsection 5.1.2.

     1.49 Fixed Rate Period:  the period of time,  commencing  on a Business Day
and continuing to the numerically corresponding day in the first, second, third,
or sixth  calendar  month  thereafter,  or, with the consent of all  Syndication
Parties,  twelfth month, as designated by Borrower in accordance with Subsection
5.1.2,  hereof;  provided,  however, (a) if a Fixed Rate Period commences on the
last  Business  Day of a  calendar  month  or on any day for  which  there is no
numerically corresponding day in the appropriate subsequent calendar month, such
Fixed Rate Period shall end on the last Business Day of the appropriate calendar
month;  (b) if a Fixed  Rate  Period  would end on a day which is not a Business
Day, such Fixed Rate Period shall be extended to the next  Business Day,  unless
such  Business  Day would fall in the next  calendar  month,  in which case such
Fixed Rate Period shall end on the immediately  preceding  Business Day; and (c)
no Fixed Rate Period may extend beyond the Maturity Date.



                                       4
<PAGE>

     1.50 Fixed Rate  Request:  shall have the meaning  set forth in  Subsection
5.1.2.

     1.51 Funding Losses: shall have the meaning set forth in Subsection 7.1.3.

     1.52 GAAP: generally accepted accounting principles in the United States of
America, applied consistently, as in effect from time to time.

     1.53 Greenhouse Facility: shall have the meaning set forth in Section 3.1.

     1.54 Guarantor: APD.

     1.55  Guarantor  Cash Flow:  Cash  received by APD during the most recently
completed  four  Quarters on account of its equity  interests in the  Underlying
Borrowers or from other investments and business activities of such Guarantor.

     1.56 Guarantor Collateral: shall have the meaning set forth in Section 9.2.

     1.57 Guarantor Security Documents: the security agreement, pledge agreement
and/or other security  documents executed by Guarantor in favor of Agent and the
present and future Syndication Parties to secure Guarantor's  performance of its
obligations under the Guaranty with a first lien on all of Guarantor's assets.

     1.58 Guaranty:  the guaranty, in form and substance  satisfactory to Agent,
to be executed by Guarantor  in favor of Agent,  as in effect on the date hereof
and as hereafter amended.

     1.59  Hazardous  Substances:  dangerous,  toxic  or  hazardous  pollutants,
contaminants,  chemicals,  wastes,  materials  or  substances,  as defined in or
governed by the provisions of any Environmental Laws or any other federal, state
or local law, statute, code, ordinance, regulation, requirement or rule relating
thereto  ("Environmental  Regulations"),  and also including urea  formaldehyde,
polychlorinated biphenyls, asbestos, asbestos-containing materials, nuclear fuel
or waste,  and petroleum  products,  or any other waste,  material,  substances,
pollutant  or  contaminant  which  would  subject  an owner of  property  to any
damages,   penalties  or   liabilities   under  any   applicable   Environmental
Regulations.

     1.60  Indemnified  Agency  Parties:  shall  have the  meaning  set forth in
Section 16.19.

     1.61 Indemnified Parties: shall have the meaning set forth in Section 14.1.

     1.62 Intercreditor Agreement: that agreement so titled dated June 24, 1997,
by and between  CoBank for its own benefit as a lender and as agent bank for the
benefit  of the  present  and  future  syndication  parties  as named or defined
therein,  Borrower,  and  Guarantor.


                                       5
<PAGE>

     1.63 Leasehold  Assignment & Consent: the Leasehold Assignment and Consent,
in form and substance satisfactory to Agent.

     1.64 Letter of Credit Cap: shall have the meaning set forth in Section 2.2.

     1.65 Letter of Credit Fee:  shall have the meaning set forth in  Subsection
5.3.4.

     1.66 LIBO Rate:  the rate for  deposits in U.S.  dollars,  with  maturities
comparable  to the  selected  Fixed Rate  Period  that  appears  on the  display
designated  as page  "3750" of the  Telerate  Service (or such other page as may
replace the 3750 page of that  service or, if the Telerate  Service  shall cease
displaying  such rates, as published by such other service or services as may be
nominated  by the British  Bankers'  Association  for the purpose of  displaying
London Interbank Offered Rates for U.S. Dollar deposits),  determined as of 1:00
p.m. (Eastern Standard Time) two Business Days prior to the commencement of such
Fixed Rate  Period,  reserve  adjusted  basis for  Regulation  D, with such rate
modified  by adding  the  LIBO/Quoted  Rate  Margin and  subtracting  the Equity
Margin.

     1.67 LIBO/Quoted Rate Margin: shall be 350 basis points.

     1.68 Licensing Laws: shall have the meaning set forth in Section 10.5.

     1.69 Line of Credit  Facility:  means the credit facility made available to
Borrower pursuant to the Credit Agreement (Line of Credit Facility).

     1.70 Loan: shall have the meaning set forth in Section 2.1.

     1.71 Loan Advance Amount: shall have the meaning set forth in Section 16.3.

     1.72 Loan Documents:  this Construction  Credit  Agreement,  the Notes, the
Security Documents,  the Guaranty,  the Guarantor Security Documents,  and other
documents  required  to grant  to  Agent,  for the  benefit  of the  Syndication
Parties,  a perfected  security  interest in the Collateral and in the Guarantor
Collateral.

     1.73 Loan Proceeds: shall have the meaning set forth in Section 3.1.

     1.74 Majority Lenders: shall have the meaning set forth in Section 16.8.

     1.75 Material  Adverse Effect:  means: (a) a material adverse effect on the
financial condition, results of operation, business or property of Borrower; (b)
a material  adverse effect on the ability of Borrower to perform its obligations
under this Construction Credit Agreement and the other Loan Documents;  or (c) a
material  adverse  effect  upon the  ability of Agent to enforce  its rights and
remedies under the Loan Documents.

     1.76  Material  Agreements:  shall  have the  meaning  set forth in Section
10.19.



                                       6
<PAGE>

     1.77 Maturity Date: July 31, 2000.

     1.78 Maximum Syndication Amount:

     For CoBank - $30,000,000.00

     1.79 Net Fixed  Investments:  Total  Assets less  Current  Assets,  as such
amounts are determined in accordance with GAAP.

     1.80 Note or Notes: the promissory  notes executed by Borrower  pursuant to
Section 6.1 hereof, and all amendments,  renewals,  substitutions and extensions
thereof.

     1.81  Notice of Loan  Advance:  shall have the meaning set forth in Section
16.3.

     1.82 Organization Documents: in the case of a corporation,  its articles or
certificate  of  incorporation  and bylaws;  in the case of a  partnership,  its
partnership agreement and certificate of limited partnership,  if applicable; in
the case of a limited  liability  company,  its articles of organization and its
operating agreement.

     1.83 Payment Account: shall have the meaning set forth in Section 16.10.

     1.84  Payment  Distribution:  shall have the  meaning  set forth in Section
16.10.

     1.85  Permitted  Encumbrance:  shall have the  meaning set forth in Section
10.3.

     1.86  Person:  any  individual,  corporation,  limited  liability  company,
association, partnership, trust, organization,  government, governmental agency,
or other entity.

     1.87 Potential Default: any event, other than an event described in Section
15.1(a) hereof, which with the giving of notice or lapse of time, or both, would
become an Event of Default.

     1.88 Preliminary Commitment: shall have the meaning set forth in Subsection
11.2.1.

     1.89  Proposed  Underlying  Construction  Loan:  shall have the meaning set
forth in Subsection 11.2.1.

     1.90 Quarter: the quarters of the calendar year commencing as of January 1,
April 1, July 1 and October 1.

     1.91  Quoted  Rate:  the rate of  interest  equal to the Quoted  Rate Index
modified  by adding  the  LIBO/Quoted  Rate  Margin and  subtracting  the Equity
Margin.



                                       7
<PAGE>

     1.92 Quoted Rate Index: the fixed rate of interest determined and quoted by
Agent in its sole and  absolute  discretion  (but upon the  approval  of all the
Syndication Parties) from time to time at the request of Borrower, which may not
necessarily  be the lowest rate at which any of the  Syndication  Parties  loans
funds at that time.

     1.93  Quoted  Rate Loan:  shall have the  meaning  set forth in  Subsection
5.1.3.

     1.94 Quoted Rate Period:  the period of time,  commencing on a Business Day
and  continuing  for any  period of a minimum of five days to not later than the
Maturity Date, as designated by Borrower in accordance  with  Subsection  5.1.3,
hereof and as agreed to by Agent; provided,  however, that no Quoted Rate Period
may end on a day which is not a Business Day.

     1.95 Quoted Rate  Request:  shall have the meaning set forth in  Subsection
5.1.3.

     1.96 Request for Underlying  Construction  Loan Activation:  shall have the
meaning set forth in Subsection 11.3.1.

     1.97 Required License: shall have the meaning set forth in Section 10.11.

     1.98 Regular Payments: shall have the meaning set forth in Section 6.2.

     1.99 Regulatory Change: shall have the meaning set forth in Section 17.12.

     1.100 Security  Documents:  the security  agreements,  mortgages,  deeds of
trust,  financing  statements,  pledge  agreements,   leasehold  assignment  and
consents,  assignments  and/or other security  documents executed by Borrower in
favor of Agent, for the benefit of the Syndication Parties, to secure Borrower's
performance of its  obligations  under the Notes and other Loan Documents with a
first lien on all assets, real and personal,  of Borrower, in form and substance
acceptable to Agent.

     1.101 Successor Agent:  such Person as may be appointed as successor to the
rights and duties of Agent as  provided  in  Section  16.8 of this  Construction
Credit Agreement.

     1.102  Super  Majority:  shall  have the  meaning  set forth in  Subsection
11.3.2.

     1.103  Syndication  Interest:  shall have the  meaning set forth in Section
16.1.

     1.104 Syndication Parties: shall mean:

          CoBank in its role as such, but not in its role as Agent hereunder.

     and  such  Persons  as  shall  from  time to  time  execute  a  Syndication
Acquisition  Agreement  substantially  in  the  form  of  Exhibit  16.26  hereto
signifying  their  election  to  purchase  all or a portion  of the  Syndication
Interest of any Syndication  Party, in accordance with Section 16.26 hereof, and
to become a Syndication Party hereunder.



                                       8
<PAGE>

     1.105  Syndication  Party Advance Date: shall have the meaning set forth in
Section 16.3.

     1.106 Syndication Share: shall mean:

          For CoBank - 100%

     subject to adjustment:  (a) as provided in Section 16.4 hereof; and (b) for
sales or transfers of Syndication Interests by any Syndication Party as provided
in Section 16.26 hereof.

     1.107 Term Loan  Facility:  means the credit  facility  made  available  to
Borrower pursuant to the Credit Agreement (Term Loan Funding).

     1.108 Title  Commitments:  shall have the  meaning set forth in  Subsection
11.1.2.

     1.109  Title  Insurers:  shall  have the  meaning  set forth in  Subsection
11.1.2.

     1.110  Title  Policies:  shall  have the  meaning  set forth in  Subsection
11.1.2.

     1.111 Transfer: shall have the meaning set forth in Section 16.26.

     1.112  Underlying  Borrowers:   collectively,   the  Underlying  Term  Loan
Borrowers and the Underlying Construction Loan Borrowers.

     1.113  Underlying  Construction  Loan:  shall have the meaning set forth in
Section 3.1.

     1.114 Underlying  Construction  Loan Borrowers:  shall have the meaning set
forth in Section 3.1.

     1.115 Underlying Construction Loan Conditions:  the conditions set forth in
Exhibit 11.3.1 hereto.

     1.116  Underlying  Construction  Loan  Documents:  all  of  the  documents,
including,  without  limitation,  the loan agreement,  promissory  note(s),  and
security documents, executed in connection with an Underlying Construction Loan.

     1.117  Underlying  Liens:  shall have the meaning  set forth in  Subsection
12.2.12.

     1.118 Underlying Term Loan Borrowers:  each Person to whom Borrower has, at
any time,  made  available  an  Underlying  Term Loan as  defined  in the Credit
Agreement (Term Loan Funding), which is then outstanding.

     1.119 Wire Instructions: shall have the meaning set forth in Section 16.28.




                                       9
<PAGE>

     ARTICLE 2 CREDIT FACILITY

     2.1 Loan. On the terms and conditions set forth in this Construction Credit
Agreement, the Syndication Parties agree, each as to their Syndication Share and
as to their  Syndication  Share and to the extent of their  Maximum  Syndication
Amount, to make a loan to Borrower (the "Loan") in an amount up to the Aggregate
Commitment  less the undrawn face amount of any  Construction  Letters of Credit
then outstanding.

     2.2  Letter  of  Credit . On the  terms  and  conditions  set forth in this
Construction  Credit Agreement,  the Agent agrees to issue its letters of credit
for the  benefit of an  Underlying  Construction  Loan  Borrower  ("Construction
Letter  of  Credit"),  up to an  aggregate  undrawn  face  amount  of  all  such
Construction  Letters  of Credit  outstanding  at any one time of the  Aggregate
Commitment less the principal amount committed under all Underlying Construction
Loans then  outstanding  ("Letter of Credit  Cap").  Each  Syndication  Party is
responsible  for funding  its  Syndication  Share of all amounts  which Agent is
required  to pay on  account  of any  Construction  Letter of  Credit,  and such
amounts will be funded out of the Loan.


     ARTICLE 3 PURPOSES

     3.1 Purpose - Loan. The proceeds of the Loan ("Loan  Proceeds") may be used
by Borrower only to be loaned ("Underlying  Construction Loan") to third parties
("Underlying   Construction  Loan  Borrowers")  for  the  purpose  of  providing
financing  for a portion (to be determined  on a  case-by-case  basis in Agent's
sole  discretion)  of  the  costs  of  the  construction   (including  costs  of
acquisition of land) by such third party of facilities for the planting, growing
and harvesting of vegetables and/or fruits ("Greenhouse Facility").

     3.2 Purpose - Construction  Letter of Credit.  Any  Construction  Letter of
Credit must have been issued only for the purpose of supporting  the  Underlying
Construction  Loan  Borrower's  obligation  to unrelated  third  parties for the
purchase of materials,  equipment,  and/or  services  related to the  Greenhouse
Facility being financed by the Underlying  Construction  Loan,  which  materials
and/or  equipment are: (a) for the  construction of, and/or for installation in,
the Greenhouse  Facility;  and (b) described in the plans and specifications and
in the  construction  budget  submitted to Agent with the Request for Underlying
Construction Loan Activation.


     ARTICLE 4 AVAILABILITY

     4.1 Availability. The Loan Proceeds will be made available to Borrower, and
Borrower may request issuance of a Construction Letter of Credit, as soon as the
applicable  conditions  set forth in Article 11 hereof have been  satisfied  and
until the Maturity  Date  ("Availability  Period");  provided,  no  Construction
Letter of Credit  may be  requested  with an expiry  date  (including  automatic
renewals) which is on or after the Maturity Date. Unless otherwise  agreed,  the
Loan Proceeds will be made available:  (a) to fund amounts which the Syndication
Parties are required to pay on account of any Construction Letter of Credit; and
(b) to Borrower on any Business Day during the



                                       10
<PAGE>

Availability  Period  by  wire  transfer  of  immediately   available  funds  in
accordance  with written wire transfer  instructions to be furnished by Borrower
on a form supplied by Agent.  Amounts borrowed under the Loan and repaid may not
be reborrowed.


     ARTICLE 5 INTEREST AND FEES

     5.1  Interest  Calculation.  Interest  shall  be  calculated  in one of the
following  ways on the actual number of days each Advance is  outstanding on the
basis of a year consisting of 360 days.

     5.1.1 Base Rate Option.  Unless Borrower requests and receives a Fixed Rate
Loan pursuant to  Subsection  5.1.2 or a Quoted Rate Loan pursuant to Subsection
5.1.3, the outstanding  principal balance under the Notes shall bear interest at
the Base Rate ("Base Rate Loans").

     5.1.2  Fixed  Rate  Option.  From time to time,  and so long as no Event of
Default has occurred and is continuing,  at the request of Borrower ("Fixed Rate
Request"),  all or any part of the outstanding principal balance under the Notes
may bear interest at the LIBO Rate ("Fixed Rate Loans").  The Fixed Rate Request
must be made to Agent in writing on any  Business Day and is effective as of the
third Business Day after the Fixed Rate Request is received if received by Agent
no later than 12 noon Central Time or as of the fourth  Business Day if received
later  than 12 noon  Central  Time.  The Fixed Rate  Request  must  specify  the
principal  amount  that is to bear  interest at the LIBO Rate and the Fixed Rate
Period  selected by Borrower.  Following the expiration of the Fixed Rate Period
for any Fixed Rate Loan,  interest shall  automatically  accrue at the Base Rate
unless  Borrower  requests and receives  another  Fixed Rate Loan as provided in
this Subsection 5.1.2. or a Quoted Rate Loan as provided in Subsection 5.1.3.

     5.1.3  Quoted Rate  Option.  From time to time,  and so long as no Event of
Default has occurred and is continuing, at the request of Borrower ("Quoted Rate
Request"),  all or any part of the outstanding principal balance under the Notes
may bear  interest at the Quoted Rate  ("Quoted  Rate  Loans").  The Quoted Rate
Request must be made to Agent in writing on any Business Day and is effective as
of the  Business  Day after the Quoted  Rate  Request is received if received by
Agent no later than 12 noon  Central  Time or as of the second  Business  Day if
received  later than 12 noon Central Time.  The Quoted Rate Request must specify
the principal  amount that is to bear interest at the Quoted Rate and the Quoted
Rate Period  selected by Borrower.  Following the  expiration of the Quoted Rate
Period for any Quoted Rate Loan, interest shall automatically accrue at the Base
Rate unless Borrower  requests and receives another Quoted Rate Loan as provided
in this Subsection 5.1.3 or a Fixed Rate Loan as provided in Subsection 5.1.2.

     5.1.4 Equity  Margin.  The "Equity  Margin"  shall be determined as of each
June 30 and  December  31 as provided  in the table  below  (expressed  in basis
points)  based on:  (a) the ratio of  Equity  to NFI of APD,  on a  consolidated
basis; and (b) the ratio of Borrower Debt to Guarantor Cash Flow ("BDGCFR"),  as
of such date:



                                       11
<PAGE>

                                          Equity to NFI
                                          -------------
                        less than            >|=40 <50            50 or
                           40                                     more
   BDGCFR
   ------
   >|= 8.0                12.5                  25.0              50.0
   >|= 4.0 < 8.0          25.0                  50.0              62.5
   <|= 4.0                50.0                  62.5              75.0

     On or before the last  Business Day of each  September  and March  ("Equity
Margin Report Deadline"),  commencing  September of 1997, Borrower shall provide
to Agent a  statement,  certified  to by  Borrower's  chief  financial  officer,
showing:  (a) the  Equity  to NFI  ratio of APD as of the  preceding  June 30 or
December  31, as  applicable,  and showing the amounts of APD's Equity and APD's
Net Fixed  Investments  as of such date;  and (b) the ratio of Borrower  Debt to
Guarantor  Cash Flow as of the preceding  June 30 or December 31, as applicable,
and showing the amounts of Borrower Debt and amount of Guarantor Cash Flow as of
such date ("Equity Margin  Report").  The Equity Margin for the six month period
commencing  as of the  November 1 or May 1 next  succeeding  such Equity  Margin
Report  Deadline  shall be based on the Equity to NFI ratio and BDGCFR  shown in
such Equity Margin Report (unless,  and except to the extent,  that the contents
of the annual or quarterly financial  statements received by Agent from Borrower
pursuant  to  Subsections  12.2.1 or 12.2.2  hereof or from APD  pursuant to the
Guaranty produce different ratios).  If the Equity Margin Report is not received
by Agent by the Equity Margin Report Deadline,  the Equity Margin for the period
commencing  on the  following  November  1 or  May 1,  as  applicable,  will  be
determined  as though the BDGCFR upon which such Equity Margin is based is equal
to 8.0.

     5.1.5 Default  Interest  Rate.  All Bank Debt shall,  at the sole option of
Agent,  bear interest at the Default Interest Rate from and after the occurrence
and during the  continuance  of an Event of  Default.  Upon the  occurrence  and
during  the  continuance  of an Event of Default or  Potential  Default,  at the
option of Agent, interest shall be payable upon demand by Agent, and in no event
less frequently than monthly.

     5.2 Additional Provisions for Fixed Rate Loans.

     5.2.1  Inapplicability  or Unavailability of LIBO Rate. If (a) Agent at any
time shall  determine that for any reason  adequate and reasonable  means do not
exist for  ascertaining  the LIBO Rate,  or (b) if any  Syndication  Party shall
advise Agent that the LIBO Rate does not  adequately and fairly reflect the cost
to such  Syndication  Party of funding its  Syndication  Share of any Fixed Rate
Loan, then Agent shall promptly give notice thereof to Borrower.  If such notice
is given and until such  notice  has been  withdrawn  by Agent,  then (a) no new
Fixed  Rate  Loan may be  requested  by  Borrower,  and (b) any  portion  of the
outstanding principal balance hereof which bears interest determined in relation
to the LIBO Rate, shall, subsequent to the end of the Interest Period applicable
thereto,  bear interest at the Base Rate unless and until Borrower  requests and
receives a Quoted Rate Loan with respect to such amount.



                                       12
<PAGE>

     5.2.2 Change in Law; Fixed Rate Loan Unlawful.  If any law,  treaty,  rule,
regulation or determination  of a court or governmental  authority or any change
therein or in the  interpretation  or  application  thereof  (each, a "Change in
Law") shall make it unlawful for any of the  Syndication  Parties to (a) advance
its  Syndication  Share of any Fixed Rate Loan or (b) maintain  its  Syndication
Share of all or any portion of the Fixed Rate Loans, each such Syndication Party
shall  promptly,  by telephone or facsimile,  notify Agent  thereof,  and of the
reasons  therefor and Agent shall promptly  notify  Borrower  thereof and if the
notice from such Syndication Party is in writing,  Agent shall provide a copy of
such  notice to  Borrower.  In the  former  event,  any  obligation  of any such
Syndication  Party to make available its  Syndication  Share of any future Fixed
Rate Loan shall  immediately  be cancelled,  and in the latter  event,  any such
unlawful  Fixed  Rate  Loans  or  portions  thereof  then  outstanding  shall be
converted,  at the option of such Syndication  Party, to a Base Rate Loan unless
and until Borrower requests and receives a Quoted Rate Loan with respect to such
amount; provided,  however, that if any such Change in Law shall permit the LIBO
Rate to  remain  in  effect  until  the  expiration  of the  Fixed  Rate  Period
applicable to any such unlawful Fixed Rate Loan, then such Fixed Rate Loan shall
continue in effect  until the  expiration  of such Fixed Rate  Period.  Upon the
occurrence  of  any  of the  foregoing  events,  Borrower  shall  pay  to  Agent
immediately  upon demand such amounts as may be necessary to compensate any such
Syndication  Party  for any  fines,  fees,  charges,  penalties  or other  costs
incurred or payable by such Syndication  Party as a result thereof and which are
attributable  to any Fixed Rate Loan made available to Borrower  hereunder,  and
any  reasonable  allocation  made  by  any  such  Syndication  Party  among  its
operations shall be conclusive and binding upon Borrower absent manifest error.

     5.2.3  Increased  Costs.  If  any  Change  in  Law  or  compliance  by  any
Syndication Party with any request or directive (whether or not having the force
of law) from any central bank or other governmental authority shall:

          (a) subject such  Syndication  Party to any tax,  duty or other charge
     with  respect to any Fixed Rate Loan,  or change the basis of  taxation  of
     payments to such  Syndication  Party of  principal,  interest,  fees or any
     other amount  payable  hereunder  (except for changes in the rate of tax on
     the overall net income of such Syndication Party); or

          (b) impose,  modify or hold applicable any reserve,  special  deposit,
     compulsory loan or similar  requirement against assets held by, deposits or
     other  liabilities  in or for the account of,  advances or loans by, or any
     other acquisition of funds by any office of any Syndication Party; or

          (c) impose on any Syndication Party any other condition;

and  the  result  of any of the  foregoing  is to  increase  the  cost  to  such
Syndication  Party of making,  renewing or maintaining its Syndication  Share of
any Fixed Rate Loan  hereunder  and/or to reduce any amount  receivable  by such
Syndication Party in connection therewith, then in any such case, Borrower shall
pay to Agent for the account of such  Syndication  Party,  within five  Business
Days after receipt of written notice from



                                       13
<PAGE>

Agent, such amounts as may be necessary to compensate such Syndication Party for
any additional  costs incurred by such  Syndication  Party and/or  reductions in
amounts received by such Syndication  Party which are attributable to such Fixed
Rate Loans. In determining which costs incurred by such Syndication Party and/or
reductions in amounts received by such Syndication Party are attributable to the
LIBO Rate option made available to Borrower hereunder, any reasonable allocation
made by such  Syndication  Party among its  operations  shall be conclusive  and
binding upon Borrower absent manifest error.

     5.3 Fees. Borrower shall pay or cause to be paid the following fees:

     5.3.1 Facility Fee. A non-refundable facility fee equal to 100 basis points
multiplied by the principal amount of each Underlying Construction Loan, payable
to CoBank at the time of closing each Underlying Construction Loan.

     5.3.2  Administrative  Agent  Fee. A per annum fee  ("Administrative  Agent
Fee") equal to $12,500.00 plus $5,000.00 for each Underlying  Construction  Loan
Borrower,  but not in  excess  of an  aggregate,  including  the  amount  of the
Administrative  Agent  Fee  payable  for the same  period  under  the Term  Loan
Facility,  of  $100,000.00  per annum,  payable to the  Administrative  Agent in
arrears  on June 30 of each  year,  commencing  June 30,  1997,  based  upon the
maximum number of Underlying  Construction  Loan Borrowers  which had Underlying
Construction  Loans  outstanding  at any time  during  the period for which such
Administrative Agent Fee is being paid.

     5.3.3  Construction Loan Agent Fee. A per annum fee equal to $15,000.00 for
each Underlying  Construction  Loan Borrower  payable to the  Construction  Loan
Agent in arrears on the last day of each Quarter,  based upon the maximum number
of Underlying  Construction  Loans  outstanding at any time during such Quarter;
provided  that for any  Quarter the fee payable  with  respect to an  Underlying
Construction  Loan as to which the initial Advance was made during such Quarter,
shall be prorated  based upon the number of full or partial months from the date
of such initial Advance to the end of such Quarter..

     5.3.4  Letter  of  Credit  Fee.  At  the  time  of  the  issuance  of  each
Construction  Letter of Credit a fee  ("Letter of Credit  Fee") equal to: (a) an
amount  payable to the Agent equal to 12.5 basis points  multiplied  by the face
amount of the  Construction  Letter of Credit;  and (b) an amount payable to the
Agent for the  benefit of the  Syndication  Parties  (in  accordance  with their
Syndication  Shares) equal to 25.0 basis points multiplied by the face amount of
the Construction Letter of Credit.


     ARTICLE 6 NOTES; PAYMENTS

     6.1 Promissory Notes. Each Syndication Party's Syndication  Interest in the
Loan  shall be  evidenced  by a  promissory  note,  payable to the order of such
Syndication  Party in the face amount equal to such Syndication  Party's Maximum
Syndication  Amount,  in the form attached  hereto as Exhibit 6.1 (each a "Note"
and collectively, such promissory notes shall be referred to as the "Notes").



                                       14
<PAGE>

     6.2 Principal Payments. Principal shall be payable: (a) on the Business Day
after the day received by Borrower in the amount of all payments,  pre-payments,
and other amounts  (including,  without  limitation,  payments by guarantors and
amounts  realized from the Underlying  Collateral)  received by Borrower from an
Underlying   Construction   Loan   Borrower  or  on  account  of  an  Underlying
Construction  Loan  ("Regular  Payments");  and (b) in the  amount of the entire
unpaid  balance of  principal  owing  under the Loan,  reduced by the  principal
amount of any  Underlying  Construction  Loan which  satisfies the conditions of
subpart (d) of this Section, on or before the Maturity Date. (c) In addition to,
but not in  duplication  of,  the  payments  required  under the  provisions  of
subparts (a) and (b) of this  Section,  unless the  provisions of subpart (d) of
this Section apply,  Borrower must make principal  payments in the amount of all
Advances made  hereunder on account of any  particular  Underlying  Construction
Loan  Borrower,  such  payment to be made on a date which is sixteen (16) months
from the initial Advance made with respect to such Underlying  Construction Loan
Borrower  (subject to extension  for force majure to the extent  provided in the
Underlying   Construction   Loan  Documents  with  respect  to  such  Underlying
Construction  Loan).  (d) Upon  satisfaction of all conditions to the final draw
under the Underlying  Construction Loan Documents with respect to any Underlying
Construction  Loan, the payment required by subpart (c) of this Section need not
be made by  Borrower  until a date  which is ten (10)  years  from the date such
conditions are satisfied  provided (i) an Activation  Commitment with respect to
such Underlying  Construction  Loan was issued under the Credit  Agreement (Term
Loan  Funding)  and (ii) the  lenders  under the  Credit  Agreement  (Term  Loan
Funding)  refuse  to  provide  permanent  financing  thereunder;  provided  that
Borrower  must make  payments  under any such  Underlying  Construction  Loan as
provided in subpart (a) of this Section.

     6.3 Interest  Payments.  Interest  shall be payable (a) for Base Rate Loans
and Quoted  Rate Loans on, the tenth day of each month  commencing  on the tenth
day of the month  following the month in which the Closing Date occurs,  and (b)
for Fixed Rate Loans on the last day of the Fixed Rate  Period  therefor  unless
the Fixed Rate Period is longer than three (3)  months,  in which case  interest
shall also be payable  every ninety (90) days,  and, in the case of (a) and (b),
on the Maturity Date.

     6.4  Application  of  Regular  Payments.  Provided  no Event of  Default or
Potential  Default has occurred and is  continuing,  Regular  Payments  shall be
applied in the manner  directed by Borrower in writing,  but if Borrower has not
so directed,  then first to Base Rate Loans, then to Quoted Rate Loans, and then
to Fixed Rate Loans and, if to Fixed Rate Loans or Quoted Rate Loans, so long as
no Event of  Default  or  Potential  Default  has  occurred  and is  continuing,
Borrower  shall have the right to  designate  which  Fixed Rate Loan or Loans or
Quoted Rate Loan or Loans. On the date of making any Regular Payments,  Borrower
shall pay the  Funding  Losses  (determined  in the same  manner as  provided in
Subsection  7.1.3 hereof for  prepayments  as though such Regular  Payment was a
prepayment), if any, resulting from such payment. Upon the occurrence and during
the continuance of an Event of Default or Potential Default, all amounts paid to
Agent shall be applied,  as Agent in its sole  discretion  shall  determine,  to
fees,   the  purchase  of  CoBank  Equity   Interests,   interest  or  principal
indebtedness



                                       15
<PAGE>

under the Notes, or to any other Bank Debt. The amount of Loan Proceeds advanced
and other Bank  Debt,  and all  payments  by or on behalf of  Borrower,  of such
amounts,  shall be  entered  on the books of the Agent  and/or  the  Syndication
Parties and such entries  shall be  presumptive  evidence of the unpaid  amounts
outstanding from time to time under the Notes and other Loan Documents.

     6.5 Manner of Payment. All payments,  including prepayments,  that Borrower
is required or  permitted  to make under the terms of this  Construction  Credit
Agreement shall be made to Agent (a) in immediately  available federal funds, to
be received no later than 12:00 noon  Central  Time of the Business Day on which
such payment is due by wire transfer through Federal Reserve Bank,  Kansas City,
Routing Number:  307088754,  COBANK ENGWD (or to such other account as Agent may
designate by notice);  and (b) without setoff or counterclaim and free and clear
of and without deduction for any taxes, levies, impost,  duties,  charges, fees,
deductions,  withholding,  compulsory  loans,  restrictions or conditions of any
nature now or hereafter  imposed or levied by any  jurisdiction or any political
subdivision  thereof or taxing or other  authority  therein  unless  Borrower is
compelled by law to make such deduction or withholding.


     ARTICLE 7 PREPAYMENTS

     7.1  Voluntary  Prepayments.  Borrower  shall  have the  option to make the
following prepayments:

     7.1.1 Voluntary Prepayment of Base Rate Loan. Borrower shall have the right
to prepay all or any part of the  outstanding  principal  balance under the Base
Rate Loan at any time.

     7.1.2  Voluntary  Prepayment  of Fixed Rate Loans and  Quoted  Rate  Loans.
Borrower shall have the right to prepay all (but not in part) of the outstanding
principal  balance of any Fixed Rate Loan and/or any Quoted Rate Loan,  provided
that: (a) Borrower  shall,  at least three (3) Business Days prior to making any
such  prepayment,  deliver to Agent a written notice which sets forth the amount
of the prepayment,  the date on which the prepayment will be made, and the Fixed
Rate Loan and/or  Quoted Rate Loan being  prepaid;  (b)  Borrower  shall pay all
accrued and unpaid  interest  relating to the amount prepaid through the date of
prepayment;  and (c) on the  prepayment  date,  Borrower  shall pay the  Funding
Losses, if any, resulting from the prepayment. Any written notice by Borrower of
its election to prepay under this Subsection shall be irrevocable.

     7.1.3 Funding Losses.  In determining the "Funding Losses" for the purposes
of  this  Construction  Credit  Agreement,  Agent  shall  select,  in  its  sole
discretion,  a security or securities of a type which CoBank is permitted by law
to purchase at the date of the prepayment calculation.  The selected security or
securities  shall have payment dates which  approximate the scheduled  principal
and interest payments for the Fixed Rate Loan or Quoted Rate Loan being prepaid.
Agent will then  compare the net present  value of the  interest  which could be
expected to be paid on the



                                       16
<PAGE>

Fixed Rate Loan or Quoted  Rate Loan being  prepaid and of the yield which could
be expected on the selected security for a comparable period. The "Funding Loss"
is the sum of (a) and (b) where (a) is the  amount of the  excess of (i) the net
present  value of the yield on the Fixed  Rate  Loan or Quoted  Rate Loan  being
prepaid,  over (ii) the net present value of the yield on the selected  security
(provided  that such amount shall never be less than zero),  and (b) is 50 basis
points. The amount of such Net present value shall be determined as follows: (x)
with  respect to the  interest  on the Fixed Rate Loan or Quoted Rate Loan being
prepaid, the scheduled interest payments shall be discounted from the expiration
of the  applicable  Fixed Rate  Period or Quoted Rate Period back to the date of
prepayment using as a discount rate the applicable LIBO Rate or Quoted Rate, and
(y) with respect to the selected security, the scheduled payments of the current
yields  on  such  selected  security  shall  be  discounted  back  for a  period
comparable to the period for which scheduled interest payments are discounted in
the  preceding  sentence,  using as a  discount  rate the  current  yield on the
selected  security.  The  calculation of "yield" on the selected  security shall
include interest payments,  any premium or discount associated with the purchase
of the selected security,  any fees or administrative  costs associated with the
purchase,  holding and sale of the selected security,  CoBank's tax rate and any
reserves  which  CoBank may be required by law to maintain  with  respect to the
selected security (provided that such fees,  administrative  costs, tax rate and
reserves  shall not in the  aggregate  exceed one percent (1%) of the  principal
amount being prepaid).  In the event of acceleration of the Notes as provided in
Section  15.1,  the  date  of  acceleration  shall  be  treated  as the  date of
prepayment  for  the  purpose  of  determining   the  Funding  Loss  under  this
Subsection.  Funding  Losses  shall be  calculated  as  provided  above  without
consideration of the amount of such losses actually  incurred by any Syndication
Party.

     7.2 Minimum Prepayment Amount.  Voluntary prepayments must be in amounts no
less than  $100,000.00.  Voluntary  prepayments  shall be applied  to  discharge
principal  amounts in the inverse order in which the principal  would  otherwise
become due.

     7.3 Application of  Prepayments.  Provided no Event of Default or Potential
Default  has  occurred  and is  continuing,  Borrower  shall  have the  right to
designate  whether a  prepayment  of  principal  is to be applied to a Base Rate
Loan, a Quoted Rate Loan, or a Fixed Rate Loan.  Upon the  occurrence and during
the  continuance of an Event of Default or Potential  Default,  Borrower  hereby
agrees that all amounts paid to Agent, including prepayments,  shall be applied,
as Agent in its sole discretion shall determine, to fees, the purchase of CoBank
Equity Interests,  interest or principal  indebtedness  under the Notes (in such
order of maturity as Agent shall select), or to any other Bank Debt.


     ARTICLE 8 COBANK EQUITY

     Borrower agrees to purchase such equity interests in CoBank ("CoBank Equity
Interests")  as CoBank  may from time to time  require  in  accordance  with its
bylaws and capital plan as applicable to  cooperative  borrowers  generally.  In
connection with the foregoing,  Borrower hereby acknowledges  receipt,  prior to
the execution of this


                                       17

<PAGE>

Construction Credit Agreement,  of CoBank's bylaws, a written description of the
terms and  conditions  under  which the  CoBank  Equity  Interests  are  issued,
CoBank's  Loan-Based  Capital Plan,  CoBank's most recent annual report,  and if
more recent than CoBank's latest annual report, its latest quarterly report.


     ARTICLE 9 SECURITY

     9.1 Borrower's  Assets.  As security for the payment and performance of all
obligations of Borrower to Agent, CoBank, and the Syndication Parties, including
but not limited to principal and interest  under the Notes,  purchases of CoBank
Equity Interests, fees, Funding Losses, reimbursements,  and all other Bank Debt
or  obligations  under any of the Loan  Documents,  Borrower shall grant to, and
maintain  for,  Agent,  for the benefit of all  present  and future  Syndication
Parties,  a  first  lien  and  security  interest,  subject  only  to  Permitted
Encumbrances and the provisions of the  Intercreditor  Agreement,  in all of its
assets,  both real and personal,  tangible and intangible,  whether now owned or
hereafter acquired,  including,  without limitation, the Underlying Construction
Loans and the Underlying Construction Loan Documents ("Collateral"), pursuant to
the Security  Documents.  Borrower  shall execute and deliver to Agent,  for the
benefit of the  Syndication  Parties,  the  Security  Documents  to evidence the
security interest of Agent, for the benefit of the Syndication  Parties,  in the
Collateral,  together with such financing statements or other documents as Agent
shall   request.   Borrower  shall  deliver  the  originals  of  the  Underlying
Construction  Loan Documents to Agent, for the benefit of all present and future
Syndication   Parties.   Borrower  shall  also  execute  such  further  security
agreements,  mortgages,  deeds of trust,  financing  statements,  assignments or
other  documents as Agent shall  reasonably  request,  in form and  substance as
Agent shall specify, to establish, confirm, perfect or provide notice of Agent's
security  interest  (for  the  benefit  of  all  Syndication   Parties)  in  the
Collateral.  If requested by Agent:  (a) Borrower and Agent shall place a legend
on any  chattel  paper  included  in the  Collateral  showing  Agent's  security
interest  therein;  and (b) Borrower  shall  deliver to Agent  possession of any
instruments and securities  included in the Collateral (duly endorsed to Agent's
reasonable satisfaction).

     9.2  Guaranty.   Borrower's  obligations  under  this  Construction  Credit
Agreement  and all other Loan  Documents  shall be guaranteed by APD pursuant to
the APD  Guaranty  and the APD  Guaranty  shall be  secured  by a first lien and
security interest,  subject to the provisions of the Intercreditor Agreement, in
all of its assets, both real and personal, tangible and intangible,  whether now
owned or hereafter acquired ("Guarantor  Collateral")  pursuant to the Guarantor
Security Documents.


     ARTICLE 10 REPRESENTATIONS AND WARRANTIES

     To induce the Syndication  Parties to make the Loan, and  recognizing  that
the Syndication Parties are relying thereon, Borrower represents and warrants as
follows:

     10.1  Organization,  Good Standing,  Etc.  Borrower (a) is duly  organized,
validly  existing,  and  in  good  standing  under  the  laws  of its  state  of
incorporation;  (b) qualifies as a cooperative association under the laws of its
state of incorporation; (c)



                                       18

<PAGE>

is duly qualified to do business and is in good standing in each jurisdiction in
which the transaction of its business makes such  qualification  necessary;  and
(d) has all  requisite  corporate  and legal  power (i) to own and  operate  its
assets and to carry on its  business,  (ii) to enter into and  perform  the Loan
Documents to which it is a party, and (iii) to make the Underlying  Construction
Loans.

     10.2 Corporate Authority,  Due Authorization;  Consents.  Borrower has full
power and authority to conduct its business as  contemplated to be operated from
and after the  Closing  Date;  to execute,  deliver  and perform  under the Loan
Documents  and all  other  documents  and  agreements  as  contemplated  by this
Construction  Credit Agreement;  and to make the Underlying  Construction Loans,
all of which have been duly authorized.  All consents or approvals of any Person
which are  necessary  for, or are  required as a  condition  of, the  execution,
delivery and  performance of the Loan Documents  and/or making of the Underlying
Construction Loans have been obtained.

     10.3 Title to Property.  Borrower holds good and marketable title to all of
its real property (other than rights of way,  easements and similar interests in
real property which in the aggregate are not material), owns all of its personal
property,  and holds  all of its  leases,  free and  clear of any lien,  pledge,
restriction,  or encumbrance,  except as specifically identified in Exhibit 10.3
attached   hereto  or  as   permitted   by  Section   13.3  hereof   ("Permitted
Encumbrances")  and subject to the  Intercreditor  Agreement.  All of Borrower's
leases which  constitute  Material  Agreements  are in full force and effect and
afford  Borrower  peaceful  and  undisturbed  possession  of the subject  matter
thereof.

     10.4 Litigation.  Except as described on Exhibit 10.4 hereto, there are, no
pending legal or governmental  actions,  proceedings or  investigations to which
Borrower is a party or to which any property of Borrower is subject  which might
result in any Material  Adverse  Effect and, to  Borrower's  knowledge,  no such
actions or proceedings  are threatened or  contemplated  by any federal,  state,
county, or city (or similar unit) governmental agency or any other Person.

     10.5 No  Violations.  The execution,  delivery and  performance of the Loan
Documents  and the making of the  Underlying  Construction  Loans will not:  (a)
violate any provision of Borrower's  articles of incorporation or bylaws, or any
law, rule,  regulation,  judgment,  order or ruling of any court or governmental
agency; (b) violate,  conflict with, result in a breach of, constitute a default
under,  or with  the  giving  of  notice  or the  expiration  of  time or  both,
constitute a default under, any existing real estate mortgage, indenture, lease,
security  agreement,  contract,  note,  instrument  or any other  agreements  or
documents  binding on  Borrower  or  affecting  its  property;  or (c)  violate,
conflict with,  result in a breach of,  constitute a default under, or result in
the loss of, or restriction of rights under,  any Required License or any order,
law,  rule,  or regulation  under or pursuant to which any Required  License was
issued or is maintained ("Licensing Laws").

     10.6 Binding  Agreement.  Each of the Loan Documents to which Borrower is a
party is, or when executed and delivered,  will be, the legal, valid and binding
obligation of Borrower,  enforceable in accordance with its terms,  subject only
to



                                       19
<PAGE>

limitations  on  enforceability  imposed by applicable  bankruptcy,  insolvency,
reorganization,   moratorium,   or  similar  laws  affecting  creditors'  rights
generally and by general principles of equity.

     10.7  Compliance  with Laws.  Borrower is in  compliance  with all federal,
state,  and local  laws,  rules,  regulations,  ordinances,  codes  and  orders,
including without limitation all Environmental Laws and all Licensing Laws, with
respect to which noncompliance would result in a Material Adverse Effect.

     10.8 Principal Place of Business.  Borrower's  place of business,  or chief
executive office if it has more than one place of business,  and the place where
the records required by Section 12.1 hereof are kept, is located at the place(s)
shown on Exhibit 10.8 hereto.

     10.9 Underlying Construction Loans; Underlying Construction Loan Documents.
As of the time of any Advance:  (a) the Underlying  Construction  Loan Documents
with respect thereto will have been duly authorized,  executed, and delivered by
all parties thereto and will constitute the legal, valid, and binding obligation
of all parties thereto,  enforceable in accordance with their terms,  subject to
the effects of bankruptcy,  insolvency, and similar laws generally affecting the
rights  of  creditors  or  the  availability  of  equitable  remedies;  (b)  the
Underlying   Construction   Loan  will  be  free  from  any  right  of  set-off,
counterclaim  or other  claim,  or defense,  and no event of default  thereunder
shall have occurred and be  continuing;  (c) the  Underlying  Construction  Loan
Borrower's obligations pursuant to the Underlying Construction Loan will, except
where the Underlying  Construction Loan Documents  specifically state otherwise,
be secured by a first and prior lien in favor of  Borrower  in all assets of the
Underlying   Construction  Loan  Borrower;   (d)  all  closing  and  pre-closing
requirements set forth in the Underlying Construction Loan Documents,  will have
been satisfied in full; (e) the Underlying Construction Loan Documents will have
been  approved  by Agent  and shall not have  been  amended  subsequent  to such
approval; (f) the Underlying Construction Loan Documents will require payment of
all principal no later than sixteen (16) months after the first draw  thereunder
(subject to adjustment for force majure to the extent provided in the Underlying
Construction Loan Documents),  provided that upon satisfaction of all conditions
to the final draw  thereunder,  the Underlying  Construction  Loan Documents may
provide for  conversion to a ten (10) year term  (commencing  from the date such
conditions are satisfied) if (i) an Activation  Commitment  with respect to such
Underlying  Construction  Loan was issued under the Credit  Agreement (Term Loan
Funding) and (ii) the lenders  under the Credit  Agreement  (Term Loan  Funding)
refuse  to  provide   permanent   financing   thereunder;   (g)  the  Underlying
Construction Loan will not be in violation of any applicable usury statutes; and
(h) to  Borrower's  knowledge  and  belief,  the  Underlying  Construction  Loan
Documents,  projections,  budgets,  financial  statements,  or other information
furnished by or on behalf of the Underlying Construction Loan Borrower, will not
contain any misstatement of a material fact, nor omit to state a material fact.

     10.10 Payment of Taxes. Borrower has filed all required federal,  state and
local tax returns  and has paid all taxes as shown on such  returns as they have
become



                                       20
<PAGE>

due.  Borrower has paid when due all other  taxes,  assessments  or  impositions
levied or assessed against Borrower or its business or properties.

     10.11 Licenses and Approvals. Borrower has ownership of, or license to use,
or  has  been  issued,   all  trademarks,   patents,   copyrights,   franchises,
certificates,  approvals, permits,  authorities,  agreements, and licenses which
are used or  necessary  to permit it to own its  properties  and to conduct  the
business as presently being conducted,  and to make the Underlying  Construction
Loans ("Required Licenses"). Exhibit 10.11 lists all Required Licenses presently
in existence  with respect to Borrower.  Each Required  License is in full force
and effect,  and there is no outstanding  notice of  cancellation or termination
or, to Borrower's  knowledge,  any  threatened  cancellation  or  termination in
connection  therewith,  nor has an event  occurred  with respect to any Required
License  which,  with the  giving of notice or  passage  of time or both,  could
result in the revocation or  termination  thereof or otherwise in any impairment
of Borrower's rights with respect thereto,  which impairment could reasonably be
expected  to  have  a  Material   Adverse   Effect.   No  consent,   permission,
authorization,  order, or license of any governmental authority, is necessary in
connection with the: (a) execution, delivery, performance, or enforcement of the
Loan  Documents  to  which  Borrower  is a  party;  and  (b) the  making  of the
Underlying Construction Loans, except such as have been obtained and are in full
force and effect and as are described on Exhibit 10.11.

     10.12  Employee  Benefit  Plans.  Borrower does not  presently  maintain or
participate in, and has not in the past  maintained or  participated  in, and is
not obligated to contribute to, any of the following  (each a "Borrower  Benefit
Plan" and  collectively  "Borrower  Benefit  Plans"):  (a) any funded  "employee
welfare  benefit  plan," as that term is defined in Section 3(1) of the Employee
Retirement  Income  Security  Act of  1974,  as  amended,  and  the  regulations
thereunder ("ERISA"); (b) any "multiemployer plans," as defined in Section 3(37)
of ERISA; (c) any "employee  pension benefit plan" as defined in Section 3(2) of
ERISA; (d) any "employee  benefit plan", as such term is defined in Section 3(3)
of ERISA; (e) any "multiple  employer plan" within the meaning of Section 413 of
the Internal  Revenue Code of 1986, as amended from time to time  ("Code");  (f)
any "multiple employer welfare  arrangement" within the meaning of Section 3(40)
of ERISA;  (g) a  "voluntary  employees'  beneficiary  association"  within  the
meaning of Section  501(a)(9) of the Code;  (h) a "welfare  benefit fund" within
the meaning of Section 419 of the Code; or (i) any employee welfare benefit plan
within the meaning of Section 3(1) of ERISA for the benefit of retired or former
employees.

     10.13  Equity  Investments.  Borrower  does not now own any  stock or other
voting or equity interest,  directly or indirectly, in any Person other than the
CoBank Equity Interests.

     10.14  Real  Property.  Borrower:  (a) has  all  real  property  interests,
including without  limitations fee interests,  leasehold  interests,  easements,
licenses  and rights of way which are  necessary  for the conduct of  Borrower's
business;  and (b) does not own any fee interest or leasehold  interest,  or any
other interest,  including  without  limitation



                                       21
<PAGE>

any easements,  rights of way or licenses,  in real property,  other than as set
forth on Exhibit 10.14 hereto.

     10.15  Personal  Property.  Borrower  has all  tangible  personal  property
necessary for the conduct of  Borrower's  business as it is  contemplated  to be
conducted;  and all such  property is in good  operating  condition  and repair,
reasonable wear and tear excepted, and suitable in all material respects for the
uses for which it is being utilized.

     10.16  Borrower  Membership.  Village  Farms of Texas,  L.P. is a member of
Borrower.

     10.17 Environmental Compliance.  Without limiting the provisions of Section
10.7  above,  all  property  owned or  leased  by  Borrower  and all  operations
conducted  by it are in  compliance  in all  material  respects  with  all  Laws
relating  to  environmental  protection,  with  respect to which the  failure to
comply would have a Material Adverse Effect.

     10.18 Fiscal Year. Each fiscal year of Borrower begins on January 1 of each
calendar year and ends on December 31 of each calendar year.

     10.19 Material  Agreements.  That Exhibit 10.19 attached  hereto sets forth
all  agreements  of Borrower,  the  termination  or breach of which,  based upon
Borrower's  knowledge as of the date of making any  representation  with respect
thereto, would have a Material Adverse Effect ("Material  Agreements").  Neither
Borrower  nor,  to  Borrower's  knowledge,  any  other  party  to  any  Material
Agreement, is in default thereunder, and no facts exist which with the giving of
notice or the passage of time, or both, would constitute such a default.

     10.20  Regulations  G, U and X. No portion of any Advance  will be used for
the purpose of purchasing, carrying, or making loans to finance the purchase of,
any "margin security" or "margin stock" as such terms are used in Regulations G,
U or X of the Board of Governors of the Federal Reserve System, 12 C.F.R.  Parts
207, 221, and 224.

     10.21  Disclosure.  The  representations  and warranties  contained in this
Article 10 and in the other Loan  Documents do not contain any untrue  statement
of a  material  fact or omit to state a  material  fact  necessary  to make such
representations not misleading.


     ARTICLE 11 CONDITIONS TO ADVANCES

     11.1 Conditions to Closing.  The obligation of the  Syndication  Parties to
make the Loan and any Advance thereunder or to issue a Preliminary Commitment or
an Activation Commitment, or issue a Construction Letter of Credit is subject to
satisfaction,  in Agent's sole discretion,  of each of the following  conditions
precedent:



                                       22
<PAGE>

     11.1.1 Loan  Documents . Agent shall have received duly executed  originals
of the Loan Documents.

     11.1.2 Searches; UCC Filings; Recordings; Title Insurance. Agent shall have
received:  (a) searches of appropriate  filing offices showing that (i) no state
or federal tax liens have been filed which  remain in effect  against  Borrower,
(ii) except with respect to Permitted  Encumbrances no financing statements have
been filed by any Person  except to perfect the security  interests  required by
this Construction  Credit Agreement,  which remain in effect against Borrower or
any of its  assets,  (iii) all  financing  statements  necessary  to perfect the
security interests granted to Agent (for the benefit of the Syndication Parties)
under the Loan  Documents  have  been  filed or  recorded,  to the  extent  such
security  interests are capable of being perfected by such filing,  and (iv) all
of the Loan  Documents  required to be recorded or filed to perfect the security
interests  and  liens  granted  therein  shall be so  recorded  and  filed;  (b)
mortgagees'  title insurance  commitments  ("Title  Commitments")  acceptable to
Agent  from one or more  insurers  acceptable  to Agent (the  "Title  Insurers")
committing  to issue one or more title  policies  (ALTA Loan  Policy  Form) (the
"Title  Policies")  insuring  the  lien in  favor of  Agent  (on  behalf  of the
Syndication  Parties) on each parcel of real  property  owned in fee by Borrower
having an estimated  Fair Market Value of $25,000.00 or more as a first priority
lien on such real  property,  subject  only to Permitted  Encumbrances,  and (i)
deleting the standard printed exceptions and the gap exception,  (ii) containing
only such exceptions to title as are reasonably  acceptable to Agent,  and (iii)
containing  such other  endorsements  as Agent may reasonably  require;  and (c)
either a Title  Commitment  or, at Borrower's  option,  a written  ownership and
encumbrance  report of current date  indicating that there are no prior liens on
each parcel of such real property  having an estimated Fair Market Value of less
than  $25,000.00.  In  addition,  in the case of the  parcels  of real  property
covered by a Title Commitment,  as of the Closing Date Agent shall have received
from the Title Insurers a written  confirmation  acceptable to Agent  confirming
that the Title Insurers are irrevocably committed to issue the Title Policies.

     11.1.3  Approvals.  Agent shall have received  evidence  satisfactory to it
that all consents and approvals of  governmental  authorities  and third parties
which are with respect to Borrower and Guarantor,  necessary for, or required as
a condition of: (a) the validity and  enforceability of the Loan Documents;  (b)
creation of and realization on, Agent's lien (for the benefit of the Syndication
Parties) on the  Collateral;  and (c) the making of the Underlying  Construction
Loans, have been obtained and are in full force and effect.

     11.1.4  Organizational  Documents.  Agent  shall  have  received:  (a) good
standing certificates,  dated no more than thirty (30) days prior to the Closing
Date, for Borrower and Guarantor for their  respective  states of  incorporation
and for each state where their operations require qualification or authorization
to transact  business;  (b) a copy of the articles of  incorporation of Borrower
and   Guarantor   certified  by  the  Secretary  of  State  of  their  state  of
organization; and (c) a copy of the bylaws of



                                       23
<PAGE>

Borrower  and  Guarantor,  certified  as true and  complete by the  Secretary or
Assistant Secretary of Borrower and Guarantor, respectively.

     11.1.5 Evidence of Corporate Action.  Agent shall have received in form and
substance satisfactory to Agent: documents evidencing all corporate action taken
by each of Borrower and Guarantor to authorize (including the specific names and
titles  of  the  persons  authorized  to so  act  ("Authorized  Officers"))  the
execution,  delivery  and  performance  of the Loan  Documents  to which it is a
party,  and with  respect to  Borrower,  the making of  Underlying  Construction
Loans,  certified to be true and correct by the Secretary or Assistant Secretary
of Borrower and Guarantor, respectively.

     11.1.6 Legal Opinion for Borrower and Guarantor.  Agent shall have received
opinions of counsel for Borrower and for  Guarantor  (who shall be acceptable to
Agent),  in form and content  acceptable  to Agent and addressed to Agent and to
each Syndication Party (and expressly permitting reliance thereon by each future
Syndication Party).

     11.1.7  Evidence of Insurance.  Borrower and Guarantor  shall have provided
Agent with insurance certificates and such other evidence, in form and substance
satisfactory  to Agent,  of all insurance  required to be maintained by it under
the Loan Documents.

     11.1.8 Phase I  Environmental  Studies.  Borrower and Guarantor  shall have
submitted  to Agent such  studies,  investigations  and reports  with respect to
environmental  matters  for  real  property  owned  by  Borrower  or  Guarantor,
respectively,  from  consultants  acceptable  to  Agent  as  may  be  reasonably
requested by Agent and content and results of those studies,  investigations and
reports shall be reasonably acceptable to Agent.

     11.1.9 Survey.  Borrower and Guarantor  shall have provided Agent with ALTA
improvement  surveys  of all real  property  owned  by  Borrower  or  Guarantor,
respectively,  and  having a Fair  Market  Value of  $25,000.00  or more,  which
surveys,  the  certifications  thereon,  and all information  contained therein,
shall be acceptable to Agent.

     11.1.10  Material  Agreements.  Agent shall have  received  copies of those
Material Agreements as Agent may request in its sole discretion.

     11.1.11 Appointment of The Corporation  Company.  Agent shall have received
evidence  satisfactory  to Agent that The  Corporation  Company,  1675 Broadway,
Denver,  Colorado  80202 has accepted  appointment  by Borrower and Guarantor to
serve as their agent for service of process in  accordance  with Section 17.2 of
this Construction Credit Agreement and Section 11.7 of the Guaranty.

     11.1.12 No Material Change.  No change shall have occurred in the condition
or  operations of Borrower  since May 1, 1997 or the  Guarantor  since March 31,
1997, which could, in either case, result in a Material Adverse Effect.



                                       24
<PAGE>

     11.1.13 Fees and Expenses. Borrower shall have paid Agent, by wire transfer
of immediately available federal funds all fees set forth in Section 5.3 of this
Construction  Credit  Agreement  which  are  due on the  Closing  Date,  and all
expenses owing pursuant to Section 17.1 hereof.

     11.1.14 Application;  CoBank Equity Interest Purchase Obligation.  Borrower
shall have: (a) completed the loan application form provided by CoBank;  and (b)
purchased such CoBank Equity Interests as CoBank may require pursuant to Article
8 hereof.

     11.1.15  Further  Assurances.  Borrower and  Guarantor  shall have provided
and/or  executed and delivered to Agent such further  assignments,  documents or
financing statements, in form and substance satisfactory to Agent, that Borrower
and  Guarantor  are to execute  and  deliver  pursuant  to the terms of the Loan
Documents or as Agent may reasonably request.

     11.2 Conditions to Issuance of Preliminary Commitment.

     11.2.1 Preliminary  Commitment Request. To obtain preliminary approval of a
particular   proposed   Underlying   Construction  Loan  ("Proposed   Underlying
Construction  Loan") for funding under the Loan, Borrower must deliver to Agent,
a request  for such  approval  in the form  attached  hereto as  Exhibit  11.2.1
("Commitment  Request")  which has been  signed by an  Authorized  Officer.  The
Commitment  Request shall be  accompanied  by sufficient  information  to enable
Agent to  determine  (and  advise  Borrower)  whether  the  Proposed  Underlying
Construction Loan may be eligible for funding under the Loan, including, without
limitation:  (a) the following  information on the Underlying  Construction Loan
Borrower and the Greenhouse  Facility to be constructed with the proceeds of the
Proposed Underlying  Construction Loan: (i) project description,  (ii) financing
schedule and requirements,  (iii) proposed financial  structure,  (iv) marketing
plan, (v) actual and pro-forma  financial  statements and cash flow projections,
(vi)  financial  analysis,  and other credit  information;  and (b) an estimated
construction  budget and proposed  sources and uses of funds for construction of
such  Greenhouse  Facility.  Within  a  reasonable  time  after  receipt  of the
Commitment  Request and such information as Agent shall, in its sole discretion,
request in  connection  therewith,  and upon  satisfaction  of the  requirements
contained  in  Subsections  11.2.2  through  11.2.5  hereof,  Agent will  advise
Borrower  whether or not it  preliminarily  approves  such  Proposed  Underlying
Construction  Loan for funding under the Loan upon the condition  that there are
no changes deemed by the Agent to be material in the information  submitted with
the  Commitment  Request and the conditions of Sections 11.3 and 11.4 hereof are
met to Agent's satisfaction as provided,  and at the time contemplated,  in said
Sections ("Preliminary Commitment").

     11.2.2 No Material  Change.  No change shall have occurred in the condition
or operations of Borrower or Guarantor since the Closing Date which could result
in a Material Adverse Effect.



                                       25
<PAGE>

     11.2.3  Default.  As of the  date of the  Commitment  Request  no  Event of
Default or Potential Default shall have occurred and be continuing.

     11.2.4  Representations and Warranties.  The representations and warranties
of Borrower and of Guarantor contained in each of the Loan Documents to which it
is a party,  shall be true and correct in all material respects on and as of the
date of the Commitment Request as though made on and as of such date.

     11.2.5 Fees and Expenses.  Borrower shall have paid Agent, by wire transfer
of immediately available federal funds all fees set forth in Section 5.3 of this
Construction  Credit Agreement which are then due and payable,  and all expenses
owing pursuant to Section 17.1 hereof.

     11.3 Conditions to Activation.

     11.3.1  Activation  Request.  To obtain  further  approval of a  particular
Proposed  Underlying  Construction Loan for funding under the Loan a Preliminary
Commitment must have been previously  issued; and Borrower must deliver to Agent
a request in the form attached hereto as Exhibit 11.3.1  ("Activation  Request")
which has been signed by an Authorized Officer.  The Activation Request shall be
irrevocable  and shall be accompanied by an  application  package  ("Request for
Underlying  Construction  Loan  Activation")  containing such  documentation and
information  as may be required by Agent in its sole  discretion to enable Agent
to  determine  (and  advise  Borrower)  whether  Agent will grant an  Activation
Commitment to fund an Underlying Construction Loan, including, as applicable and
without limitation:  (a) updates on information  provided to Agent in connection
with Borrower's  Commitment Request with respect to the same Proposed Underlying
Construction Loan with respect to the actual and pro-forma financial  statements
and cash  flow  projections  and  other  credit  information  on the  Underlying
Construction  Loan Borrower and the Greenhouse  Facility to be constructed  with
the  Proposed  Underlying  Construction  Loan;  (b)  plans  and  specifications,
engineering  reports,  proof of  availability  of  utilities,  proof  of  zoning
compatible with proposed use, and final line item construction  budget with time
lines; (c) copies of proposed Underlying  Construction Loan Documents;  (d) lien
searches;  (e)proof of acceptable  mechanics'  lien  protection;  (f) survey and
actual and as-built appraisals;  (g) an acceptable title commitment;  and (h) an
acceptable  take out commitment from an acceptable  lender.  Within a reasonable
time after  receipt of the  Activation  Request  and such  information  as Agent
shall,  in its  sole  discretion,  request  in  connection  therewith,  and upon
satisfaction of the requirements  contained in Subsections 11.3.2 through 11.3.6
hereof,  Agent will advise  Borrower  whether or not it approves  such  Proposed
Underlying  Construction Loan for funding under the Loan upon the condition that
there  are no  changes  deemed by the Agent to be  material  in the  information
submitted with the Activation  Request and the conditions of Section 11.4 hereof
are met to Agent's  satisfaction as provided,  and at the time contemplated,  in
said Section ("Activation Commitment").

     11.3.2 Approval by Super Majority.  Unless the Underlying Construction Loan
with respect to which the Advance is to be made has been  approved



                                       26
<PAGE>

in  writing  by  Syndication  Parties  whose  Syndication  Shares  at that  time
aggregate at least seventy-five percent (75%) ("Super Majority").

     11.3.3 No Material  Change.  No change shall have occurred in the condition
or operations of Borrower or Guarantor since the Closing Date which could result
in a Material Adverse Effect.

     11.3.4  Default.  As of the  date of the  Activation  Request  no  Event of
Default or Potential  Default  shall have  occurred and be  continuing,  and the
disbursing  of the  amount  of the Loan  Proceeds  requested  in the  Activation
Request shall not result in an Event of Default or Potential Default.

     11.3.5  Representations and Warranties.  The representations and warranties
of Borrower and of Guarantor contained in each of the Loan Documents to which it
is a party,  shall be true and correct in all material respects on and as of the
date of the Activation Request as though made on and as of such date.

     11.3.6 Fees and Expenses.  Borrower shall have paid Agent, by wire transfer
of immediately available federal funds all fees set forth in Section 5.3 of this
Construction  Credit Agreement which are then due and payable,  and all expenses
owing pursuant to Section 17.1 hereof.

     11.4 Conditions to Initial Advance.  The Syndication Parties' obligation to
make the initial Advance to fund any Underlying  Construction Loan is subject to
the prior  granting of a Preliminary  Commitment  and an  Activation  and to the
satisfaction,  in Agent's sole discretion,  of each of the following  conditions
precedent with respect to such Underlying Construction Loan:

     11.4.1  Underlying  Construction  Loan Documents;  Possession of Documents.
Agent shall have received:  (a) evidence, in form and substance  satisfactory to
Agent that the Underlying  Construction Loan Documents evidencing the Underlying
Construction  Loan with respect to which the Advance is being  requested  are on
forms,  and  contain  terms and  conditions,  satisfactory  to Agent in its sole
discretion, and are in compliance with all applicable laws and regulations;  (b)
proof  satisfactory  to Agent  that  the  Underlying  Construction  Loan and the
Underlying   Construction  Loan  Documents  comply  fully  with  the  Underlying
Construction  Loan  Conditions  set forth on Exhibit  11.4.1  hereto;  (c) proof
satisfactory to Agent that the Underlying  Construction Loan has been closed and
that all conditions to closing  thereof and to the making of the initial advance
of funds,  all as set forth in the Underlying  Construction  Loan Documents have
been  satisfactorily met; (d) possession of executed originals of the Underlying
Construction  Loan Documents,  properly  endorsed,  consents,  copies of pledged
agreements,   and  a   satisfactory   opinion  of  counsel  for  the  Underlying
Construction Loan Borrower;  (e) (i) good standing  certificates,  dated no more
than thirty (30) days prior to the date of the first Advance with respect to the
Underlying  Construction  Loan Borrower under such Underlying  Construction Loan
for its state of incorporation  and for each state where its operations  require
qualification or authorization to transact business, (ii) a copy of the articles
of incorporation of such Underlying Construction Loan Borrower



                                       27
<PAGE>

certified by the Secretary of State of its state of  organization,  (iii) a copy
of the bylaws of such Underlying  Construction Loan Borrower,  certified as true
and complete by the Secretary or Assistant  Secretary  thereof,  (iv)  documents
evidencing  all  corporate  action taken by such  Underlying  Construction  Loan
Borrower to authorize  (including  the specific  names and titles of the persons
authorized to so act ) the execution, delivery and performance of the Underlying
Construction  Loan Documents to which it is or will be a party,  certified to be
true and correct by the  Secretary  or Assistant  Secretary  of such  Underlying
Construction  Loan Borrower,  and (v) opinions of counsel,  for such  Underlying
Construction  Loan  Borrower  (who shall be  acceptable  to Agent),  in form and
content acceptable to Agent and addressed to Agent and to each Syndication Party
(and expressly permitting reliance thereon by each future Syndication Party, or,
in lieu thereof,  accompanied by a separate  letter from such counsel  expressly
permitting  reliance thereon by each present and future Syndication  Party); and
(f) such other  instruments  and  documents  in which  Agent has been  granted a
security  interest  (for the benefit of the  Syndication  Parties)  and of which
Agent is to have possession under the terms of the Loan Documents.

     11.4.2  Advance  Request.  Agent and  Construction  Loan  Agent  shall have
received  from  Borrower  (including  by  facsimile  transmission):  (a) a  duly
completed  request in the form attached hereto as Exhibit 11.4.2 which must have
appended  thereto the draw  request  submitted  to  Borrower  by the  Underlying
Construction   Loan  Borrower  and  all   accompanying   invoices,   affidavits,
certifications,  lien waivers,  and lien releases ("Advance  Request") which has
been  signed  by an  Authorized  Officer;  and (b)  such  other  information  or
documentation  as Agent or  Construction  Loan Agent may  request.  The  Advance
Request  shall be deemed to have been  received on the  Business Day received if
actually  received  by Agent and  Construction  Loan Agent  before  12:00  noon,
Central  Time,  and  as of the  next  Business  Day  if  received  by  Agent  or
Construction  Loan  Agent  after  such  time or on other  than a  Business  Day;
provided  that an Advance  Request  shall not be deemed to have been received by
Agent  and  Construction  Loan  Agent  until it is  satisfactory  to  Agent  and
Construction  Loan Agent and includes all  information  and  documentation  that
Agent and  Construction  Loan Agent may request.  Construction  Loan Agent shall
review the Advance Request and all information  provided by Borrower pursuant to
this  Subsection  and report to Agent as to whether all  requirements  contained
herein to the funding of the requested Advance have been satisfied.  Within five
(5)  Business  Days of the  date an  Advance  Request  is  deemed  to have  been
received,  Agent shall,  upon having received  Construction Loan Agent's report,
either fund the Advance or advise  Borrower to the  contrary;  provided  that if
Agent does not advise  Borrower or does not fund  within such time,  the Advance
Request shall be deemed to have been declined for funding.  The Advance  Request
shall be irrevocable.

     11.4.3  Default.  As of the  Advance  Date  there  shall  exist no Event of
Default  or  Potential  Default,  and the  disbursing  of the amount of the Loan
Proceeds  requested  in the  Advance  Request  shall  not  result in an Event of
Default or Potential Default.



                                       28
<PAGE>

     11.4.4  Representations and Warranties.  The representations and warranties
of Borrower and of Guarantor contained in each of the Loan Documents to which it
is a party,  shall be true and correct in all material respects on and as of the
date on which the Advance is to be made as though made on and as of such date.

     11.4.5 Fees and Expenses.  Borrower shall have paid Agent, by wire transfer
of immediately available federal funds all fees set forth in Section 5.3 of this
Construction  Credit  Agreement  which are then due and payable,  including  the
Facility Fee, and all expenses owing pursuant to Section 17.1 hereof.

     11.5  Conditions  to All  Subsequent  Advances.  The  Syndication  Parties'
obligation   to  make  Advances   after  the  initial   Advance  is  subject  to
satisfaction,  in Agent's sole discretion,  of each of the following  conditions
precedent:

     11.5.1  Representations and Warranties.  The representations and warranties
of Borrower  contained in this  Construction  Credit Agreement shall be true and
correct in all material respects on and as of the date of such Advance as though
made on and as of such date.

     11.5.2 No Event of Default.  No Event of Default and no  Potential  Default
shall have  occurred  and be  continuing,  and no Event of Default or  Potential
Default would result from the making of the Advance.

     11.5.3 No Material  Adverse Change.  No material  adverse change shall have
occurred in the condition, operations, or prospects of Borrower.

     11.5.4  Advance  Request.  Agent and  Construction  Loan  Agent  shall have
received  from  Borrower  (including  by  facsimile  transmission):  (a) a  duly
completed  Advance Request;  and (b) such other  information or documentation as
Agent or  Construction  Loan Agent may  request.  The Advance  Request  shall be
deemed to have been  received on the Business Day received if actually  received
by Agent and Construction Loan Agent before 10:00 a.m.,  Central Time, and as of
the next Business Day if received by Agent or Construction Loan Agent after such
time or on other than a Business Day; provided that an Advance Request shall not
be deemed to have been received by Agent and Construction Loan Agent until it is
satisfactory to Agent and  Construction  Loan Agent and includes all information
and   documentation   that  Agent  or  Construction   Loan  Agent  may  request.
Construction  Loan Agent shall  review the Advance  Request and all  information
provided  by  Borrower  pursuant  to this  Subsection  and report to Agent as to
whether  all  requirements  contained  herein to the  funding  of the  requested
Advance  have  been  satisfied.  Within  five (5)  Business  Days of the date an
Advance  Request  is deemed to have been  received,  Agent  shall,  upon  having
received  Construction  Loan Agent's  report,  either fund the Advance or advise
Borrower to the  contrary;  provided  that if Agent does not advise  Borrower or
does not fund within such time, the Advance Request shall be deemed to have been
declined for funding. The Advance Request shall be irrevocable.



                                       29
<PAGE>

     11.6 Additional Disbursement  Conditions.  At no time and in no event shall
the Syndication Parties be obligated to make Advances:

     11.6.1  Aggregate  Commitment  Amount.  In excess of an amount,  which when
added  to:  (a) all  prior  Advances;  and (b) the  undrawn  face  amount of all
Construction Letters of Credit, would exceed the Aggregate Commitment.

     11.6.2 Disbursement  Period. If the Advance would be made other than during
the Availability Period.

     11.6.3  Illegality  of  Loan.  After  the  enactment  of  any  law  by  any
governmental  authority  having  jurisdiction  over any Syndication  Party which
would make it unlawful in any  respect  for such  Syndication  Party to make the
Advance.

     11.7  Requests for and  Conditions to Issuance of  Construction  Letters of
Credit.  Borrower  must  provide  Agent with a written  request  for  issuance a
Construction  Letter of  Credit,  containing  such  information  as Agent  shall
request,  including  amount,   beneficiary,   purpose,  expiry  date,  and  draw
conditions.  In addition:  (a) the  representations  and  warranties of Borrower
contained in this Construction Credit Agreement shall be true and correct in all
material respects on and as of the date of such request as though made on and as
of such date; (b) when added to all other  outstanding  Construction  Letters of
Credit, the requested  Construction  Letter of Credit must not exceed the Letter
of Credit  Cap;  (c) no Event of Default  and no  Potential  Default  shall have
occurred and be continuing,  and no Event of Default or Potential  Default would
result from the issuing of the Construction Letter of Credit; and (d) Agent must
approve the form of the Construction Letter of Credit.


     ARTICLE 12 AFFIRMATIVE COVENANTS

     From and after the date of this Construction Credit Agreement and until the
Bank  Debt is  indefeasibly  paid in full and the  Syndication  Parties  have no
obligation to make any advances hereunder,  Borrower agrees that it will observe
and  comply  with,  the  following  covenants  for the  benefit of Agent and the
Syndication Parties:

     12.1 Books and  Records.  Borrower  shall at all times keep proper books of
record and account,  in which correct and complete  entries shall be made of all
its dealings, in accordance with GAAP.

     12.2 Reports and Notices.  Borrower  shall  provide to Agent the  following
reports, information and notices:

     12.2.1 Annual Financial Statements.  As soon as available,  but in no event
later than one hundred and twenty (120) days after the end of any fiscal year of
Borrower  occurring  during  the term  hereof  annual  financial  statements  of
Borrower, prepared in accordance with GAAP consistently applied which shall: (a)
be audited by  independent  certified  public  accountants  selected by Borrower
which are reasonably acceptable to Agent; (b) be accompanied by a report of such
accountants containing an



                                       30
<PAGE>

opinion  reasonably  acceptable  to Agent;  (c) be  accompanied  by a Compliance
Certificate;  (d) be prepared in reasonable  detail and in comparative form; and
(e) include a balance sheet, an income  statement,  a statement of cash flows, a
statement of stockholders' equity, and all notes and schedules relating thereto.

     12.2.2 Quarterly Financial Statements. As soon as available but in no event
more than sixty (60) days after the end of each Quarter the following  financial
statements  concerning Borrower's  operations,  prepared in accordance with GAAP
consistently  applied:  (a) a  balance  sheet,  (b) an income  statement,  (c) a
statement  of cash flows,  (d) a statement  of  stockholders'  equity,  for such
Quarter and for the year to date,  and (e) such other  quarterly  statements  as
Agent may reasonably request,  which quarterly  statements  requested under this
clause (e) shall include any and all notes and schedules thereto. Such quarterly
financial  statements  required pursuant to this Subsection shall be accompanied
by a Compliance Certificate.

     12.2.3 Additional  Information.  With reasonable promptness:  (a) copies of
all  communications  which  Borrower  receives  or  initiates  from  or  to  any
Underlying Construction Loan Borrower and all reports,  certificates,  and other
written materials,  including,  without  limitation,  all financial  statements,
which Borrower  receives from or on account of any Underlying  Construction Loan
Borrower;  and (b) such additional financial  information or other documentation
as Agent may reasonably request.

     12.2.4 Notice of Default.  As soon as the existence of any Event of Default
or Potential  Default  becomes known to any officer of Borrower,  Borrower shall
promptly  give  Agent  written  notice of such  Event of  Default  or  Potential
Default,  the nature and status thereof,  and the action being taken or proposed
to be taken with respect thereto.

     12.2.5 Notice of Certain Changes. Borrower shall: (a) notify Agent at least
ten (10)  Business  Days  prior to the  occurrence  of any change in the name or
business  form of Borrower;  and (b) take all actions  necessary  or  reasonably
requested by Agent in order to maintain the  perfected  status of Agent's  first
lien and security  interest  (subject only to Permitted  Encumbrances and to the
Intercreditor Agreement) in the Collateral.

     12.2.6  Notice of  Litigation.  Borrower  shall  promptly  notify  Agent in
writing  of all  litigation  in which  Borrower  or,  to  Borrower's  knowledge,
Guarantor,  is a party, and which either:  (a) involves an amount of $100,000 or
more,  singly or in the  aggregate  at any  time;  or (b)  could  reasonably  be
expected  to result in a Material  Adverse  Effect  with  respect to Borrower or
Guarantor.

     12.2.7 Notice of Material  Adverse Effect.  Promptly after Borrower obtains
knowledge thereof,  notice of any matter which has resulted or would result in a
Material Adverse Effect on Borrower or Guarantor.



                                       31
<PAGE>

     12.2.8 Notice of Environmental Litigation.  Without limiting the provisions
of Subsection  12.2.6 of this  Construction  Credit  Agreement,  promptly  after
Borrower's  receipt  thereof,  notice of the receipt of all  pleadings,  orders,
complaints,  indictments,  or other communication  alleging a condition that may
require  Borrower to undertake or to contribute  to a cleanup or other  response
under Environmental Regulations,  or which seeks penalties,  damages, injunctive
relief,  or criminal  sanctions  related to alleged  violations of such laws, or
which  claims  personal  injury or property  damage to any person as a result of
environmental  factors or conditions or which,  if adversely  determined,  could
have a Material Adverse Effect on Borrower.

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

     12.2.10 Adverse Action Regarding Required  Licenses.  In the event Borrower
learns that any petition, action, investigation, notice of violation or apparent
liability, notice of forfeiture, order to show cause, complaint or proceeding is
pending, or, to the best of Borrower's knowledge, threatened, to seek to revoke,
cancel, suspend,  modify, or limit any of the Required Licenses,  Borrower shall
provide Agent with prompt  written notice thereof and shall take, or cause to be
taken, all reasonable measures to contest such action in good faith.

     12.2.11 Default of Underlying  Construction  Loan. As soon as the existence
of any event of default or potential  default under the Underlying  Construction
Loan becomes  known to Borrower,  Borrower  shall  promptly  give Agent  written
notice of such  event of  default or  potential  default,  the nature and status
thereof,  and the  action  being  taken or  proposed  to be taken  with  respect
thereto.

     12.2.12 Annual Attorney's Opinion Regarding  Collateral.  No later than the
last  Business  Day of  February  of each  year,  an  opinion  of legal  counsel
acceptable  to Agent as to the status of (a)  Borrower's  liens on the assets of
the Underlying Construction Loan Borrowers to secure the Underlying Construction
Loans ("Underlying  Liens"); and (b) CoBank's liens on the assets of Borrower to
secure  the Loan  (and  including  the  collateral  assignment  to CoBank of the
Underlying Construction Loans and Underlying Liens).

     12.3 Eligibility  Certificate.  Borrower shall maintain its membership base
so that not less than fifty  percent  (50%) of its equity  interest  is owned by
Persons  engaged in the  business  of  producing  vegetables,  fruits,  or other
agricultural products. Within thirty (30) days of the beginning of each calendar
year,  Borrower  shall provide Agent with a written  certification  signed by an
officer thereof stating that Borrower is in compliance with this Section.

     12.4  Maintenance of Existence and  Qualification.  Borrower shall maintain
its corporate  existence in good standing  under the laws of Delaware.  Borrower
will



                                       32
<PAGE>

qualify and remain  qualified as a foreign  corporation in each  jurisdiction in
which such  qualification  is necessary  or  desirable in view of its  business,
operations and properties.

     12.5 Compliance with Legal Requirements and Agreements. Borrower shall: (a)
comply with all laws,  rules,  regulations and orders  applicable to Borrower or
its  business;  and  (b)  all  agreements,   indentures,  mortgages,  and  other
instruments  to which it is a party  or by  which it or any of its  property  is
bound;  provided,  however,  that the  failure of  Borrower  to comply with this
sentence in any instance not directly  involving  Agent or a  Syndication  Party
shall not  constitute  an Event of  Default  unless  such  failure  would have a
Material Adverse Effect.

     12.6 Compliance with Environmental Laws. Without limiting the provisions of
Section 12.5 of this Construction Credit Agreement, Borrower shall comply in all
material  respects with, and take all  reasonable  steps  necessary to cause all
persons  occupying or present on any  properties  owned or leased by Borrower to
comply with,  all  Environmental  Regulations,  the failure to comply with which
would have a Material Adverse Effect.

     12.7  Taxes.   Borrower  shall  cause  to  be  paid  when  due  all  taxes,
assessments,  and other governmental charges upon it, its income, its sales, its
properties,  and federal and state taxes withheld from its employees'  earnings,
unless such taxes, assessments, or other governmental charges shall be contested
in good faith by  appropriate  actions or legal  proceedings  and Borrower shall
establish adequate reserves therefor in accordance with GAAP.

     12.8 Insurance.  Borrower shall keep the Collateral insured at all times by
an insurance carrier or carriers approved by Agent which have an A rating by the
current  BEST Key Rating  Guide  (provided  that  Florists  Mutual Group will be
deemed an  approved  insurance  carrier so long as its BEST Key Rating  does not
fall below its rating as of the Closing  Date),  against all risks  covered by a
special form policy (and including flood,  earthquake and windstorm coverage) in
the  amount of the full  replacement  cost  (other  than with  respect  to motor
vehicles)  of the  Collateral  as  well  as  liability,  worker's  compensation,
business  interruption,  boiler and machinery and such other  insurance as Agent
may  reasonably  require,  in amounts and with  deductibles  or maximum  payouts
customarily  carried by entities in similar  lines of business.  Borrower  shall
also maintain fidelity coverage (including employee dishonesty) on such officers
and employees and in such amounts as Agent shall  specify,  or in the absence of
any such  specification,  as  customarily  carried  by  corporations  engaged in
comparable  businesses and comparably  situated.  Such insurance  policies shall
contain such  reasonable  endorsements  as Agent shall from time to time require
and all  liability  policies  shall name Agent as an  additional  insured as its
interests may appear (and for the benefit of the Syndication Parties).  All such
insurance  policies shall be endorsed with a mortgagee's or loss payable clause,
as  appropriate,  in favor of Agent  (and  for the  benefit  of the  Syndication
Parties).  The policy or policies  evidencing all insurance  referred to in this
Section and receipts for the payment of premiums thereon or certificates of such
insurance  satisfactory  to Agent shall be delivered  to and held by Agent.  All
such insurance  policies  shall contain a provision  requiring at least ten (10)
days' notice to Agent prior


                                       33
<PAGE>

to any  cancellation  for  non-payment of premiums and at least  forty-five (45)
days' notice to Agent of cancellation for any other reason or of modification or
non-renewal.  No later than forty (40) days prior to expiration,  Borrower shall
give Agent (a)  satisfactory  written  evidence of renewal of all such  policies
with  premiums  paid,  or (b) a written  report as to the steps  being  taken by
Borrower to renew or replace all such  policies,  provided that  notwithstanding
the  receipt  of such  written  report,  Agent may at any time  thereafter  give
Borrower  written  notice to provide  Agent with such  evidence as  described in
clause  (a),  in which  case  Borrower  must do so within  ten (10) days of such
notice.  Borrower  agrees to pay all  premiums on such  insurance as they become
due,  and will not  permit  any  condition  to exist on or with  respect  to the
Collateral  which would wholly or partially  invalidate  any insurance  thereon.
Effective upon the occurrence of an Event of Default,  all of Borrower's  right,
title and interest in and to all such  policies and any unearned  premiums  paid
thereon  are  hereby  assigned  to Agent  (for the  benefit  of the  Syndication
Parties) who shall have the right, but not the obligation, to assign the same to
any purchaser of the  Collateral at any  foreclosure  sale.  Borrower shall give
immediate  written  notice  to the  insurance  carrier  and  Agent of any  loss.
Borrower hereby authorizes and empowers Agent upon the occurrence and during the
continuation  of an Event of  Default,  at Agent's  option  and in Agent's  sole
discretion,  to act as  attorney-in-fact  for Borrower to make proof of loss, to
adjust and compromise any claim under insurance policies, to collect and receive
insurance  proceeds,  and to deduct therefrom  Agent's expenses  incurred in the
collection  of such  proceeds,  and all  insurance  policies of  Borrower  shall
provide that Agent may act as Borrower's attorney-in-fact for such purposes.

     12.9 Title to Assets and  Maintenance.  Borrower  shall defend and maintain
title to all its  material  properties  and assets,  including  the  Collateral.
Borrower  shall  keep  its  assets,  both  real  and  personal,   including  the
Collateral,  in good order and condition  consistent with industry  practice and
shall make all necessary  repairs,  replacements  and  improvements  so that its
business may be properly and advantageously conducted.

     12.10  Payment  of   Liabilities.   Borrower  shall  pay  all   liabilities
(including,  without limitation:  (a) any indebtedness for borrowed money or for
the deferred  purchase price of property or services;  (b) any obligations under
leases which have or should have been  characterized as capitalized  leases,  as
determined in accordance with GAAP; and/or (c) any contingent liabilities,  such
as  guaranties,  for the  obligations  of others  relating to  indebtedness  for
borrowed  money or for the  deferred  purchase  price of property or services or
relating  to   obligations   under   leases  which  have  or  should  have  been
characterized as capitalized  leases,  as determined in accordance with GAAP) as
they become due beyond any period of grace under the  instrument  creating  such
liabilities,  unless (with the exception of the Bank Debt) they are contested in
good faith by appropriate  actions or legal  proceedings,  Borrower  establishes
adequate reserves therefor in accordance with GAAP, and such contesting will not
result in a Material Adverse Effect.



                                       34
<PAGE>

     12.11 Further Assurances; Real Property Security Interests. Borrower shall,
as may be required from time to time by Agent,  provide such documents as may be
necessary or desirable in the judgment of Agent to confirm the security interest
in the Collateral  granted to Agent for the benefit of the Syndication  Parties.
Promptly  after the  purchase or other  acquisition  of any fee interest in real
estate having a cost or Fair Market Value of $25,000.00 or more,  Borrower shall
provide Agent with written notice of such  acquisition  and shall grant to Agent
(for the benefit of the  Syndication  Parties) a first deed of trust or mortgage
on such real estate  (subject to liens  permitted  by Section 13.3 hereof and to
the Intercreditor  Agreement),  such deed of trust or mortgage to be in form and
substance as reasonably  specified by Agent.  In connection with the delivery of
any  mortgage  or deed of  trust,  Borrower  shall,  where  required  under  the
guidelines set forth in Subsection 11.1.2 of this Construction Credit Agreement,
deliver to Agent a mortgagee's title policy satisfactory to Agent in such amount
as Agent  shall  specify,  but in no event  greater  than the  value of the real
estate,  to be obtained at Borrower's  sole cost.  In  connection  with entering
into, as lessee, any lease of an interest in real property which lease calls for
a rental payment equal to or in excess of $25,000.00  per annum,  Borrower shall
deliver to Agent a Leasehold  Assignment & Consent (naming Agent as assignee for
the  benefit  of the  Syndication  Parties),  together  with  such  consents  or
estoppels of lessor as Agent shall specify.

     12.12 Inspection.  Permit Agent or its agents, during normal business hours
or at  such  other  times  as the  parties  may  agree,  to  examine  Borrower's
properties,  books, and records,  and to discuss Borrower's  affairs,  finances,
operations, and accounts with its respective officers, directors, employees, and
independent certified public accountants.

     12.13 Required  Licenses;  Permits;  Etc.  Borrower shall duly and lawfully
obtain and maintain in full force and effect all Required Licenses.

     12.14 ERISA. In the event Borrower adopts,  maintains, or becomes obligated
to make payments under,  any Borrower Benefit Plan in the future (which Borrower
may not do without the prior  written  consent of Agent),  Borrower  shall:  (a)
cause Borrower's  Benefit Plans to comply in all material respects with the Code
and ERISA,  including but not limited to preparing and delivering  each material
report,  statement or other  document  required by ERISA and the Code within the
period specified  therein and conforming in form and substance to the provisions
thereof;  (b) cause any  Borrower  Benefit  Plan that is intended to satisfy the
requirements  of  Section  401(a)  of the  Code  to  satisfy  such  requirements
including,  but not limited to obtaining a favorable  determination  letter with
respect to each such Borrower  Benefit Plan; and (c) prepare and deliver and (d)
administer  each  Borrower  Benefit Plan in all material  respects in accordance
with the terms of such plan and with ERISA,  the Code, and any other  applicable
law, except to the extent any failure to comply with the preceding  clauses (a),
(b) or (c) would not have a Material  Adverse  Effect.  Borrower  shall take any
actions  necessary to terminate  its status as a  participating  employer in any
employee benefit plan (within the meaning of Section 3(3) of ERISA) sponsored by
an other  entity.  Within ten (10) Business  Days after  receiving  such notice,
Borrower shall furnish to Agent any notice received by


                                       35
<PAGE>

Borrower  relating  to an  assertion  of  withdrawal  liability  imposed  by any
Multiemployer  Plan upon  Borrower or Borrower's  controlled  group prior to the
Closing  Date,  or relating to any  violation of the  provisions  of the Code or
ERISA  asserted  by the  Department  of  Labor,  the  Pension  Benefit  Guaranty
Corporation  or the  Department  of the  Treasury  with  respect to any Borrower
Benefit  Plan that could  reasonably  be  expected  to have a  Material  Adverse
Effect.

     ARTICLE 13 NEGATIVE COVENANTS

     From and after the date of this  Construction  Credit  Agreement  until the
Bank  Debt is  indefeasibly  paid in full and the  Syndication  Parties  have no
obligation to disburse Loan Proceeds,  Borrower  agrees that it will observe and
comply with the following covenants:

     13.1  Borrowing.  Borrower  shall not  create,  incur,  assume or permit to
exist:  (a) any  indebtedness  for borrowed  money or for the deferred  purchase
price  of  property  or  services;  (b)  any  contingent  liabilities,  such  as
guarantees;  or (c) any obligations  under leases which have or should have been
characterized as capital leases,  as determined in accordance with GAAP,  except
for: (u) indebtedness owing under the Loan Documents, (v) indebtedness under the
Line of Credit  Facility and the Term  Facility,  (w) leases and purchase  money
financing of property  used in the ordinary  course of  Borrower's  business the
aggregate  amount of which does not exceed  $50,000.00 at any one time;  (x) the
indebtedness  outstanding  on the date hereof and which is  described on Exhibit
13.1 hereto;  and (y) indebtedness  constituting any refinancing or refunding of
indebtedness  described in subparagraphs  (u), (v), (w), and (x) of this Section
13.1,  provided that the principal  amount thereof does not increase as a result
of any such  refinancing  or refunding from the balance owing on the date hereof
or on the date of such refinancing or refunding, whichever is lower.

     13.2 No Other  Businesses.  Borrower  shall not  transact  or engage in any
business other than the making of loans to its members and to non-members.

     13.3 Liens.  Borrower will not create, incur, assume or suffer to exist any
mortgage, pledge, lien, charge or other encumbrance on, or any security interest
in, any of the Collateral, except:

          (a) the  security  interests,  mortgages,  pledges,  liens,  or  other
     charges or  encumbrances  resulting from the Loan Documents and arising out
     of the Line of Credit Facility and the Term Facility;

          (b) liens for taxes or other governmental charges which are not due or
     remain payable  without  penalty,  or are being  contested in good faith by
     appropriate  actions or  proceedings;  provided that such reserves or other
     appropriate  provisions,  if any, as shall be required by GAAP,  shall have
     been made for such taxes or other governmental charges;



                                       36
<PAGE>

          (c) deposits or pledges to secure workmen's compensation, unemployment
     insurance,  old age benefits or other  social  security  obligations  or in
     connection  with or to  secure  the  performance  of bids,  tenders,  trade
     contracts or leases or to secure statutory  obligations or surety or appeal
     bonds or other  pledges or deposits of like nature and all in the  ordinary
     course of business;

          (d) mechanics',  carriers', workmen's, repairmen's or other like liens
     arising in the ordinary  course of business in respect of  obligations  not
     yet due or which  are being  contested  in good  faith  and by  appropriate
     proceedings;

          (e) easements,  rights-of-way,  zoning  restrictions and other similar
     matters  incidental  to  the  ownership  of  property  which  do not in the
     aggregate  materially  detract from the value of such property or assets or
     materially  impair their use in the  operation of the business of Borrower;
     and

          (f) purchase money security interests in property;  provided that: (i)
     such  property  is used in the  ordinary  course  of  Borrower's  business,
     provided that such security  interests shall attach only to the property so
     purchased,  (ii) the amount of the purchase money financing so secured does
     not exceed the amount  permitted under Section 13.1, and (iii) the purchase
     occurred subsequent to the Closing Date.

     13.4 Sale of  Assets.  Borrower  will not sell,  convey,  assign,  lease or
otherwise transfer or dispose of, voluntarily, by operation of law or otherwise,
any of the  Collateral to any Person,  except that;  (a) Borrower may dispose of
equipment  which is  obsolete  or no longer  used or useful by  Borrower  in its
business so long as (i) no Event of Default has occurred and is continuing,  and
(ii) the  transfer is made in an arms length  transaction;  and (b) Borrower may
dispose of worn-out equipment so long as (i) if an Event of Default has occurred
and is  continuing,  any  proceeds  are paid to Agent  (for the  benefit  of the
Syndication  Parties)  and (ii) such sales do not  involve  equipment  having an
aggregate  fair  market  value in excess of  $50,000.00  for all such  equipment
disposed of in any calendar year.

     13.5 Liabilities of Others. Borrower will not assume, guarantee, endorse or
otherwise  become  directly  or  contingently  liable  in  connection  with  any
obligation of any other Person.

     13.6  Payments  on  Indebtedness.  Borrower  shall  not make any  principal
payment on any indebtedness except: (a) indebtedness owing hereunder,  under the
Credit Agreement (Line of Credit Facility), and under the Credit Agreement (Term
Loan  Funding);  and (b),  so long as no Event of Default or  Potential  Default
shall exist, other  indebtedness  permitted by Section 13.1 of this Construction
Credit Agreement.

     13.7 Merger;  Acquisitions;  Etc.  Borrower  shall not merge or consolidate
with any entity, or acquire all or substantially all of the assets of any person
or entity,  or form or create  any new  subsidiary  or  affiliate,  or  commence
operations under any other name,  organization,  or entity,  including any joint
venture.



                                       37
<PAGE>

     13.8 Loans,  Advances and Investments.  Except as provided in Section 13.13
hereof and except for the purchase of CoBank Equity Interests, Borrower will not
make or permit to remain outstanding any loan or advance to, or own, purchase or
acquire any stock,  obligations  or securities  of, or any other interest in, or
make any capital  contribution  to, any Person,  except that  Borrower  may own,
purchase or acquire:

          (a) commercial  paper maturing not in excess of one year from the date
     of acquisition  and rated P1 by Moody's  Investors  Service,  Inc. or A1 by
     Standard & Poor's Corporation on the date of acquisition;

          (b) certificates of deposit in North American commercial banks rated C
     or  better  by  Keefe,  Bruyette  & Woods,  Inc.  or 3 or  better  by Cates
     Consulting  Analysts,  maturing  not in excess of one year from the date of
     acquisition;

          (c) obligations of the United States government or any agency thereof,
     the  obligations of which are  guaranteed by the United States  government,
     maturing,  in each  case,  not in  excess  of one  year  from  the  date of
     acquisition; and

          (d)  repurchase  agreements of any bank or trust company  incorporated
     under the laws of the United  States of America  or any state  thereof  and
     fully   secured   by  a  pledge   of   obligations   issued  or  fully  and
     unconditionally guaranteed by the United States government.

     13.9  Transactions  With  Related  Parties.  Borrower  shall not  purchase,
acquire,  or sell any  equipment,  other  personal  property,  real  property or
services from or to any affiliate,  except in the ordinary  course of Borrower's
business  and upon fair and  reasonable  terms no less  favorable  than would be
obtained by Borrower in a comparable arm's-length  transaction with an unrelated
Person.

     13.10 ERISA. Borrower shall not: (a) adopt, maintain or become obligated to
contribute  to any Borrower  Benefit Plan without the prior  written  consent of
Agent;  (b)  engage  in or  permit  any  transaction  which  could  result  in a
"prohibited transaction" (as such term is defined in Section 406 of ERISA) or in
the imposition of an excise tax pursuant to Section 4975 of the Code; (c) engage
in or permit any  transaction or other event which could result in a "reportable
event" as such term is defined in Section 4043 of ERISA for any Borrower Pension
Plan;  (d) fail to make full  payment when due of all amounts  which,  under the
provisions  of  any  Borrower  Benefit  Plan,  Borrower  is  required  to pay as
contributions  thereto; (e) permit to exist any "accumulated funding deficiency"
(as such term is  defined  in  Section  302 of  ERISA) in excess of  $25,000.00,
whether or not waived,  with respect to any Borrower  Pension Plan;  (f) fail to
make any payments to any  "multiemployer  plan" that Borrower may be required to
make  under  any  agreement  relating  to such  "multiemployer  plan" or any law
pertaining thereto; or (g) terminate any Borrower Pension Plan in a manner which
could result in the imposition of a lien on any property of Borrower pursuant to
Section 4068 of ERISA. Borrower shall not terminate any Borrower Pension Plan so
as to result in any liability to the Pension Benefit  Guaranty  Corporation.  As
used in this  Section,  all terms  enclosed  in  quotation  marks shall have the
meanings set forth in ERISA. Borrower's

                                       38

<PAGE>

failure to comply with any of the foregoing provisions of this Section shall not
constitute a breach of this Construction Credit Agreement or an Event of Default
unless such failure has a Material Adverse Effect.

     13.11 Payment of Dividends.  Borrower  shall not,  directly or  indirectly,
declare  or pay any  dividends  on  account  of any  shares  of any class of its
capital stock now or hereafter outstanding, or set aside or otherwise deposit or
invest  any sums for such  purpose,  or redeem,  retire,  defease,  purchase  or
otherwise  acquire any shares of any class of its capital stock (or set aside or
otherwise  deposit or invest any sums for such  purpose)  for any  consideration
other  than  common  stock or  apply or set  apart  any sum,  or make any  other
distribution  (by  reduction  or  capital or  otherwise)  in respect of any such
shares or retire capital  equities or other written  notices of  allocation,  or
make any other distribution or allocation of its earnings,  surplus or assets to
any holder of stock,  allocated equities or other written notices of allocation,
or agree to do any of the  foregoing;  provided  that  Borrower  may  distribute
patronage-sourced  earnings  annually in the form of cash and qualified  written
notices  of  allocation,  so long as the  cash  portion  is the  minimum  amount
required to qualify the distribution as a deductible patronage  distribution for
federal income tax purposes,  and such written notices constitute equity and not
debt.

     13.12 Change in Fiscal Year. Borrower shall not change its fiscal year from
a year ending on December 31.

     13.13  Extensions of Credit.  Notwithstanding  the  prohibitions of Section
13.8, Borrower may make extensions of credit as follows:

          (a)  Underlying  Construction  Loans  approved  by Agent  for  funding
     hereunder and which are included in the Collateral;

          (b)  Underlying  Term Loans  approved by Agent for  funding  under the
     Credit Agreement (Term Loan Funding); and

          (c) Loans  approved  by Agent for funding  under the Credit  Agreement
     (Line of Credit Loan).

     13.14  Amendment/Waiver  of  Provisions  of  Underlying  Construction  Loan
Documents.  Borrower  shall not,  without  the prior  written  consent of Agent,
amend,  or agree to  amend,  or waive  any  material  provision  of, or give its
consent  with  respect  to any  material  matter  under,  any of the  Underlying
Construction  Loan  Documents  after  originals  or  copies  thereof  have  been
delivered to Agent in connection with a Request for Underlying Construction Loan
Approval.

         ARTICLE 14  INDEMNIFICATION

     14.1 General;  Stamp Taxes;  Intangibles Tax.  Borrower agrees to indemnify
and hold  Agent  and each  Syndication  Party  and  their  directors,  officers,
employees,  agents,  professional  advisers  and  representatives  ("Indemnified
Parties") harmless

                                       39

<PAGE>

from and against  any and all claims,  damages,  losses,  liabilities,  costs or
expenses  whatsoever  which Agent or any other  Indemnified  Party may incur (or
which  may be  claimed  against  any  such  Indemnified  Party  by any  Person),
including  attorneys' fees incurred by any Indemnified Party,  arising out of or
resulting from: (a) the material inaccuracy of any representation or warranty of
Borrower or Guarantor in this  Construction  Credit  Agreement or the other Loan
Documents;  (b) the  material  failure of  Borrower or  Guarantor  to perform or
comply with any  covenant or  obligation  of  Borrower or  Guarantor  under this
Construction  Credit Agreement or the other Loan Documents;  or (c) the exercise
by Agent of any right or remedy set forth in this Construction  Credit Agreement
or the other Loan Documents,  provided that Borrower shall have no obligation to
indemnify any Indemnified Party against claims,  damages,  losses,  liabilities,
costs or expenses to the extent that a court of competent jurisdiction renders a
final  non-appealable  determination that the foregoing are solely the result of
the  willful  misconduct  or gross  negligence  of such  Indemnified  Party.  In
addition, Borrower agrees to indemnify and hold the Indemnified Parties harmless
from and against  any and all claims,  damages,  losses,  liabilities,  costs or
expenses  whatsoever  which Agent or any other  Indemnified  Party may incur (or
which  may be  claimed  against  any  such  Indemnified  Party  by any  Person),
including  attorneys' fees incurred by any Indemnified Party,  arising out of or
resulting  from the  imposition  or  nonpayment  by  Borrower  of any stamp tax,
intangibles  tax,  or similar tax  imposed by any state,  including  any amounts
owing by virtue of the assertion  that the property  valuation used to calculate
any such tax was  understated.  Borrower  shall  have the  right to  assume  the
defense of any claim as would give rise to Borrower's indemnification obligation
under this Section with counsel of  Borrower's  choosing so long as such defense
is being  diligently and properly  conducted and Borrower shall establish to the
Indemnified  Party's  satisfaction  that the amount of such claims are not,  and
will not be,  material in  comparison to the liquid and  unrestricted  assets of
Borrower  available  to respond to any award  which may be granted on account of
such  claim.  So long as the  conditions  of the  preceding  sentence  are  met,
Indemnified  Party shall have no further  right to  reimbursement  of attorney's
fees incurred thereafter.  The obligation to indemnify set forth in this Section
shall survive the termination of this  Construction  Credit  Agreement and other
covenants.

     14.2 Indemnification  Relating to Hazardous Substances.  Borrower shall not
locate,  produce,  treat,  transport,  incorporate,  discharge,  emit,  release,
deposit or dispose of any Hazardous  Substance in, upon, under, over or from any
property owned or held by Borrower,  except in accordance with all Environmental
Regulations;  Borrower  shall not permit any Hazardous  Substance to be located,
produced, treated,  transported,  incorporated,  discharged,  emitted, released,
deposited,  disposed of or to escape in, upon,  under, over or from any property
owned or held by Borrower, except in accordance with Environmental  Regulations;
and  Borrower  shall  comply  with  all  Environmental   Regulations  which  are
applicable to such property.  If Agent reasonably believes that an Environmental
Regulation  has been violated by Borrower's  activities  upon property  owned or
held by Borrower,  and if Agent so  requests,  Borrower  shall have  prepared an
environmental  review,  audit,  assessment and/or report relating to the subject
property,  at  Borrower's  sole  cost  and  expense,  by an  engineer  or  other
environmental expert

                                       40

<PAGE>

acceptable to Agent. If, however, the environmental  review,  audit,  assessment
and/or report reveals that no Environmental  Regulation has been violated, Agent
shall  reimburse  Borrower for the costs and expenses of such  engineer or other
environmental  expert  in  completing  such  audit  or  report.  Borrower  shall
indemnify the Indemnified  Parties against,  and shall reimburse the Indemnified
Parties for, any and all claims,  demands,  judgments,  penalties,  liabilities,
costs, damages and expenses,  including court costs and attorneys' fees incurred
by the  Indemnified  Parties  (prior to trial,  at trial and on  appeal)  in any
action against or involving the Indemnified  Parties,  resulting from any breach
of the foregoing covenants, or from the discovery of any Hazardous Substance in,
upon,  under or over, or emanating from,  such property,  it being the intent of
Borrower and the Indemnified  Parties that the Indemnified Parties shall have no
liability  or  responsibility   for  damage  or  injury  to  human  health,  the
environmental or natural  resources caused by, for abatement and/or clean-up of,
or otherwise with respect to, Hazardous  Substances by virtue of the interest of
Agent,  or any  Syndication  Party,  in the  property  created by any  documents
securing Bank Debt (including  without  limitation the Loan Documents) or as the
result  of  Agent or any  Syndication  Party  exercising  any of its  rights  or
remedies with respect  thereto,  including but not limited to becoming the owner
thereof by  foreclosure  or  conveyance  in lieu of  foreclosure.  The foregoing
covenants of this Section shall be deemed  continuing  covenants for the benefit
of the  Indemnified  Parties,  and any successors and assigns of the Indemnified
Parties, including but not limited to the holder of any certificate of purchase,
any transferee of the title of Agent or any Syndication  Party or any subsequent
owner of the  property,  and shall  survive the  satisfaction  or release of any
lien,  any  foreclosure  of any  lien  and/or  any  acquisition  of title to the
property  or any part  thereof  by Agent or any  Syndication  Party,  or  anyone
claiming by, through or under Agent or any Syndication Party or Borrower by deed
in lieu of  foreclosure  or  otherwise.  Any  amounts  covered by the  foregoing
indemnification  shall  bear  interest  from the date  incurred  at the  Default
Interest Rate, shall be payable on demand,  and shall be secured by the Security
Documents.  The  indemnification and covenants of this Section shall survive the
termination of this Construction Credit Agreement and other covenants.


     ARTICLE 15 EVENTS OF DEFAULT; RIGHTS AND REMEDIES

     15.1 Events of Default. The occurrence of any of the following events (each
an "Event of Default") shall, at the option of Agent, make the entire Bank Debt,
including the Notes, immediately due and payable (provided,  that in the case of
an Event of Default under  Subsection  15.1(f) all amounts owing under the Notes
and the other Loan Documents shall  automatically and immediately become due and
payable without any action by or on behalf of Agent), and Agent may exercise all
rights and remedies for the collection of any amounts outstanding  hereunder and
take whatever action it deems necessary to secure itself,  all without notice of
default,  presentment or demand for payment,  protest or notice of nonpayment or
dishonor, or other notices or demands of any kind or character:



                                       41
<PAGE>

          (a)  Failure of  Borrower to pay within five (5) days of the date when
     due,  whether  by  acceleration  or  otherwise,  any of the  Bank  Debt  in
     accordance  with this  Construction  Credit  Agreement  or the  other  Loan
     Documents.

          (b) Any representation or warranty set forth in any Loan Document, any
     Activation  Request,  Advance  Request,  or in the  Guaranty  or  Guarantor
     Security Documents,  or in connection with any transaction  contemplated by
     any such document,  shall prove in any material  respect to have been false
     or misleading when made by Borrower or Guarantor.

          (c) Any  default  by  Borrower  or  Guarantor  in the  performance  or
     compliance  with the  covenants,  promises,  conditions  or  provisions  of
     Sections 12.3, 12.8, 12.12, 13.1, 13.3, 13.4, 13.5, 13.7, 13.11,  13.12, or
     13.14 of this  Construction  Credit  Agreement,  or Sections 9.1, 9.3, 9.4,
     9.5, 9.6, 9.8, 9.9, or 9.13 of the Guaranty.

          (d) Any breach of the  covenants  set forth in  Sections  12.2,  12.9,
     12.10 (except as provided in Section 15.1(e)),  12.13,  12.14,  13.6, 13.8,
     13.9, or 13.10 of this Construction  Credit Agreement or Sections 9.2, 9.7,
     9.10, or 9.11 of the Guaranty, and such failure continues for five (5) days
     after Borrower learns of such failure to comply,  whether by Borrower's own
     discovery or through notice from Agent.

          (e) The failure of Borrower or  Guarantor  to pay when due, or failure
     to perform or observe any other obligation or condition with respect to any
     of the  following  obligations  to any  Person,  beyond any period of grace
     under the instrument  creating such  obligation:  (i) any  indebtedness for
     borrowed money or for the deferred  purchase price of property or services,
     (ii)  any  obligations   under  leases  which  have  or  should  have  been
     characterized as capitalized leases, as determined in accordance with GAAP,
     or  (iii)  any  contingent  liabilities,   such  as  guaranties,   for  the
     obligations of others  relating to  indebtedness  for borrowed money or for
     the  deferred  purchase  price of  property  or  services  or  relating  to
     obligations  under leases which have or should have been  characterized  as
     capitalized leases, as determined in accordance with GAAP; provided that no
     such failure will be deemed to be an Event of Default  hereunder unless and
     until the aggregate  amount owing under  obligations  with respect to which
     such failures have occurred and are continuing is at least  $50,000.00 with
     respect to Borrower or at least $50,000.00 with respect to Guarantor.

          (f) Borrower or Guarantor  applies for or consents to the  appointment
     of a trustee or receiver for any part of its  properties;  any  bankruptcy,
     reorganization, debt arrangement,  dissolution or liquidation proceeding is
     commenced or consented to by Borrower or Guarantor;  or any application for
     appointment of a receiver or a trustee,  or any proceeding for  bankruptcy,
     reorganization,  debt  management or  liquidation is filed for or commenced
     against  Borrower or Guarantor,  and is not  withdrawn or dismissed  within
     sixty (60) days thereafter.

          (g)  Failure  of  Borrower  or  Guarantor  to  comply  with any  other
     provision of this Construction Credit Agreement or the other Loan Documents
     not constituting an Event of Default under any of the preceding  provisions
     of this Section 15.1, and such

                                       42

<PAGE>

     failure  continues for thirty (30) days after Borrower or Guarantor  learns
     of such  failure  to comply,  whether  by  Borrower's  or  Guarantor's  own
     discovery or through notice from Agent.

          (h) The Guaranty or the Guarantor  Security  Documents  shall,  at any
     time after their execution,  cease to be in full force and effect, or shall
     be revoked or declared  null and void,  or the  validity or  enforceability
     thereof  shall be  contested  by  Guarantor,  or  Guarantor  shall deny any
     further liability or obligation thereunder,  or shall be in default or fail
     to perform its  obligations  thereunder,  or any covenant or agreement  set
     forth  therein  shall be  breached,  or  Guarantor  should  breach or be in
     default under the terms of any of the Guarantor Security Documents.

          (i) The occurrence of an event of default,  unless and until a written
     waiver  thereof  has  been  granted  by the  Agent  thereunder,  under  the
     following  agreements  of even date  herewith  and  executed by and between
     Borrower,  as borrower thereunder,  CoBank as agent and (alone, or with any
     other Person) as a syndication  party  thereunder:  Credit  Agreement (Term
     Loan Funding), and Credit Agreement (Line of Credit Facility).

          (j) The  entry of one or more  judgments  in an  aggregate  amount  in
     excess of  $50,000.00  against  Borrower  and/or  in excess of  $100,000.00
     against  Guarantor,  in either case not stayed,  discharged  or paid within
     thirty (30) days after entry.

          (k) The  occurrence  of an  event  of  default  under  any  Underlying
     Construction Loan.

     15.2 No Advances.  The  Syndication  Parties  shall have no  obligation  to
disburse Loan Proceeds if a Potential Default or an Event of Default shall occur
and be continuing.

     15.3 Rights and Remedies.  In addition to the remedies set forth in Section
15.1 and 15.2 of this Construction  Credit Agreement,  upon the occurrence of an
Event of Default, Agent shall, subject to the provisions of Section 15.4 hereof,
be entitled to exercise  all the rights and  remedies  provided in the  Security
Documents and other Loan Documents and by any applicable law, including, without
limitation,  the Uniform  Commercial Code as enacted in the state of Colorado or
the state where the Collateral is located at such time, whichever provides Agent
with greater rights. Each and every right or remedy granted to Agent pursuant to
this  Construction  Credit  Agreement and the other Loan  Documents,  or allowed
Agent by law or  equity,  shall be  cumulative.  Failure or delay on the part of
Agent to  exercise  any such  right or  remedy  shall  not  operate  as a waiver
thereof.  Any  single or partial  exercise  by Agent of any such right or remedy
shall not  preclude  any future  exercise  thereof or the  exercise of any other
right or remedy.

     15.4 Limitation on Rights and Remedies.  Notwithstanding  the provisions of
Section  15.3  hereof,  when the sole  Event of  Default  is an Event of Default
caused by Section 15.1(k) hereof, Agent will, for a period of time designated by
Agent in its sole



                                       43
<PAGE>

discretion,  refrain  from  accelerating  the  Loan  if  Borrower  promptly  (a)
proposes,  and  diligently  pursues,  a  course  of  action  (for  example,  for
collection,  restructuring,  or  assignment)  with  respect  to such  Underlying
Construction  Loan to which course of action the Super Majority give Agent their
written  approval  in  their  sole   discretion;   (b)  ceases  making  advances
thereunder; and (c) charges interest on such Underlying Construction Loan at the
default rate specified in the relevant Underlying Construction Loan Documents).


     ARTICLE 16 AGENCY AGREEMENT

     16.1 Funding of Syndication Interest. (a) Each Syndication Party, severally
but not jointly,  hereby irrevocably agrees to fund its Syndication Share of all
Advances  from  time to time  pursuant  to the terms  and  conditions  contained
herein;  provided that no Syndication Party shall be required to fund an Advance
in an amount such that the aggregate principal balance owing to such Syndication
Party after such funding would be in excess of such Syndication  Party's Maximum
Syndication   Amount.   Each  Syndication   Party's  interest  in  the  Advances
("Syndication  Interest")  hereunder  shall be without  recourse to Agent or any
other  Syndication  Party  and  shall  not  be  construed  as a  loan  from  any
Syndication Party to Agent or any other Syndication Party.

     16.2  Syndication  Parties'  Obligations to Remit Funds.  Each  Syndication
Party  agrees to remit the amount of each  Advance  requested by Borrower as set
forth  in each  Notice  of Loan  Advance  multiplied  by its  Syndication  Share
("Advance  Payment") as such Notice of Loan  Advance may be sent,  in the manner
provided in Section 16.3 hereof, from time to time for Advances to be made under
the Loan on or prior to the Maturity Date.

     16.3 Notice and Timing of Each  Advance  Payment.  On the  Business  Day on
which Agent  approves an Advance  Request for funding,  Agent shall provide each
Syndication  Party with a notice in  substantially  the form attached  hereto as
Exhibit 16.3 ("Notice of Loan  Advance"),  indicating,  among other things,  the
amount ("Loan Advance Amount") and Advance Date of the requested Advance and the
amount of the Syndication Party's Advance Payment.  Each Syndication Party shall
remit its Advance Payment  directly to Agent on the date specified in the Notice
of Loan  Advance  which shall not be later than the Advance  Date  ("Syndication
Party Advance Date").

     16.4  Syndication  Party's Failure to Remit Funds.  If a Syndication  Party
("Delinquent  Syndication  Party") fails to remit its Advance Payment in full by
11:00 a.m. Central time on the Syndication Party Advance Date (the unpaid amount
of any such payment being hereinafter  referred to as the "Delinquent  Amount"),
in addition to any other remedies  available  hereunder,  any other  Syndication
Party or  Syndication  Parties  may,  but shall  not be  obligated  to,  pay the
Delinquent  Amount (the Syndication  Party or Syndication  Parties which advance
such  Delinquent  Amount  are  referred  to  as  the  "Contributing  Syndication
Parties"),  in which  case (a) the  Delinquent  Amount  which  any  Contributing
Syndication Party pays shall not count as an Advance Payment against the Maximum
Syndication Amount of the Contributing Syndication Party, and (b) the Delinquent
Syndication Party shall be obligated to pay to Agent, for the account



                                       44
<PAGE>

of the Contributing Syndication Parties,  interest on the Delinquent Amount at a
rate of interest  equal to the rate of interest  which  Borrower is obligated to
pay on the  Delinquent  Amount  ("Delinquency  Interest")  until the  Delinquent
Syndication  Party remits the full Delinquent  Amount and remits all Delinquency
Interest to Agent,  which will  distribute  such  payments  to the  Contributing
Syndication Parties (pro rata based on the amount of the Delinquent Amount which
each of them (if more than one) paid) on the same  Business Day as such payments
are  received by Agent if received no later than 11:00 a.m.  Central time or the
next Business Day if received by Agent thereafter. In addition, the Contributing
Syndication  Parties shall be entitled to share, on the same pro rata basis, and
Agent shall pay over to them, for application against  Delinquency  Interest and
the Delinquent Amount, the Delinquent  Syndication Party's Payment  Distribution
and any fee  distributions  made under Section 16.11 hereof until the Delinquent
Amount and all Delinquency  Interest have been paid in full. For voting purposes
the Agent shall readjust the Syndication  Shares of such Delinquent  Syndication
Party  and the  Contributing  Syndication  Parties  from  time to time  first to
reflect the advance of the  Delinquent  Amount by the  Contributing  Syndication
Parties,  and  then  to  reflect  the  full  or  partial  reimbursement  to  the
Contributing  Syndication  Parties of such  Delinquent  Amount.  In the event no
Syndication  Party elects to pay the Delinquent  Amount with respect to any Loan
Advance Amount but Borrower elects to receive such Loan Advance Amount (less the
Delinquent Amount),  the proportionate  share of Payment  Distributions to which
the Delinquent Syndication Party is entitled and its proportionate voting rights
shall be  adjusted  to reflect  its  failure to pay the  Delinquent  Amount.  As
between  the  Delinquent  Syndication  Party  and the  Contributing  Syndication
Parties, the Delinquent Syndication Party's interest in its Note shall be deemed
to have been partially assigned to the Contributing  Syndication  Parties in the
amount  of  the  Delinquent  Amount  and  Delinquency   Interest  owing  to  the
Contributing Syndication Parties from time to time.

     16.5 Agency Appointment.  Each of the Syndication Parties hereby designates
and  appoints  Agent to act as agent to  service  and  collect  the Loan and its
respective Note and to take such action on behalf of such Syndication Party with
respect to the Loan and such Note,  and to  execute  such  powers and to perform
such  duties,  as  specifically  delegated  or  required  herein,  as well as to
exercise  such  powers and to perform  such  duties as are  reasonably  incident
thereto,  and to receive and benefit from such fees and  indemnifications as are
provided  for or set forth  herein,  until such time as a successor is appointed
and qualified to act as Agent.

     16.6 Power and Authority of Agent.  Without  limiting the generality of the
power and authority  vested in Agent pursuant to Section 16.5 hereof,  the power
and authority vested in Agent includes, but is not limited to, the following:

     16.6.1  Advice.  To  solicit  the  advice  and  assistance  of  each of the
Syndication  Parties  concerning the administration of the Loan and the exercise
by Agent of its various rights,  remedies,  powers, and discretions with respect
thereto.



                                       45
<PAGE>

     16.6.2 Documents. To execute, seal, acknowledge,  and deliver as Agent, all
such instruments as may be appropriate in connection with the  administration of
the Loan and the exercise by Agent of its various rights with respect thereto.

     16.6.3 Proceedings. To initiate,  prosecute, defend, and to participate in,
actions  and  proceedings  in its name as Agent for the  ratable  benefit of the
Syndication Parties.

     16.6.4 Retain Professionals.  To retain attorneys,  accountants,  and other
professionals to provide advice and professional  services to Agent,  with their
fees and  expenses  reimbursable  to Agent by  Syndication  Parties  pursuant to
Section 16.18 hereof.

     16.6.5 Incidental Powers. To exercise powers reasonably incident to Agent's
discharge of its duties enumerated in Section 16.7 hereof.

     16.7 Duties of Agent.  The duties of Agent  hereunder  shall consist of the
following:

     16.7.1  Possession  of  Documents.  To safekeep one original of each of the
Loan  Documents  other than the Notes  (which will be in the  possession  of the
Syndication Party named as payee therein).

     16.7.2  Distribute  Payments.  To receive and distribute to the Syndication
Parties payments made by Borrower pursuant to the Loan Documents.

     16.7.3  Collections.  Subject to the provisions of Section 16.9 hereof, to,
on  behalf  of and  for the  ratable  benefit  of all  Syndication  Parties,  in
accordance  with customary  banking  practices,  exercise all rights,  remedies,
powers, privileges, and discretion to which Agent is entitled to collect amounts
owing under the Loan and the Notes.

     16.8 Agent's Resignation or Removal. Agent may resign at any time by giving
at least sixty (60) days' prior written notice of its intention to do so to each
of the Syndication  Parties.  After the receipt of such notice,  the Syndication
Parties holding in the aggregate at least 66 2/3% of the  Syndication  Shares of
the Loan ("Majority Lenders") shall appoint a successor  ("Successor Agent"). If
(a) no  Successor  Agent  shall  have been so  appointed  which is either  (i) a
Syndication  Party,  or (ii)  if not a  Syndication  Party,  which  is a  Person
approved by  Borrower,  or (b) if such  Successor  Agent has not  accepted  such
appointment,  in either  case  within  forty-five  (45) days after the  retiring
Agent's  giving  of such  notice of  resignation,  then the  retiring  Agent may
appoint a Successor  Agent which  shall be a bank or a trust  company  organized
under the laws of the United States of America or any state thereof and having a
combined  capital,  surplus and undivided profit of at least  $250,000,000.  Any
Agent may be removed upon the written demand of the Super Majority, which demand
shall  also  appoint a  Successor  Agent.  Upon the  appointment  of a new Agent
hereunder,  the term "Agent" shall for all purposes of this Construction  Credit
Agreement thereafter


                                       46

<PAGE>

mean such successor.  After any retiring Agent's resignation hereunder as Agent,
or the removal  hereunder  of any Agent,  the  provisions  of this  Construction
Credit  Agreement shall continue to inure to the benefit of such Agent as to any
actions  taken or  omitted  to be taken by it  while  it was  Agent  under  this
Construction Credit Agreement.

     16.9 Consent  Required for Certain  Actions.  Except as provided in Section
15.4  hereof,  Agent  may not take  any of the  following  actions  (nor may the
Syndication  Parties take the action  described in  Subsection  16.9.1(c))  with
respect to, or under,  the Loan  Documents  without the prior  written  consent,
given after  notification  by Agent of its intention to take any such action (or
notification by such  Syndication  Parties as are proposing the action described
in Subsection  16.9.1(c) of their  intention to do so), of  Syndication  Parties
holding in the aggregate, at the time of such notification:

     16.9.1  Unanimous.  One hundred  percent (100%) of the  Syndication  Shares
before:

          (a) Agreeing to an increase in the Aggregate  Commitment  amount or an
     extension of the Maturity Date;

          (b)  Agreeing to a reduction  in the amount,  or to a delay in the due
     date, of any payment by Borrower of interest, principal, or fees; provided,
     however,  this restriction shall not apply to a delay in payment granted by
     Agent in the ordinary course of administration of the Loan and the exercise
     of reasonable  judgment (so long as such payment delay does not exceed five
     (5) days);

          (c) Reducing the voting rights percentage set forth in this Subsection
     16.9.1; or

          (d) Releasing the lien on any of the  Collateral  except in connection
     with the full payment of the Underlying  Construction  Loan with respect to
     which such Collateral relates.

     16.9.2 Majority Lenders.  A sufficient  interest to constitute the Majority
Lenders before:

          (a) Consenting to any action,  amendment,  or granting any waiver, not
     covered in Subsection 16.9.1; or

          (b)  Agreeing  to  amend  Article  16  of  this  Construction   Credit
     Agreement.

If no written consent or denial is received from a Syndication Party within five
(5) Business  Days after written  notice of any proposed  action as described in
this Section is delivered to such Syndication  Party by Agent,  such Syndication
Party shall be conclusively deemed to have consented thereto for the purposes of
this Section.

     16.10 Distribution of Principal and Interest. Agent will receive and accept
all payments (including  prepayments) of principal and interest made by Borrower
on the Loan and the  Notes  and will  hold all such  payments  in trust  for the
benefit of all present



                                       47
<PAGE>

and future  Syndication  Parties,  and, if  requested in writing by the Majority
Lenders,  in an  account  segregated  from  Agent's  other  funds  and  accounts
("Payment  Account").  After the  receipt by Agent of any  payment  representing
interest or principal on the Loan, Agent shall remit to each  Syndication  Party
an  amount  equal  to  such  payment,  multiplied  by  the  Syndication  Party's
Syndication  Share ("Payment  Distribution") no later than the same Business Day
as such  payment  is  received  by Agent if  received  no later  than 11:00 a.m.
Central  time or the next  Business  Day if  received by Agent  thereafter.  Any
Syndication  Party's rights to its Payment  Distribution shall be subject to the
rights of any Contributing  Syndication  Parties to such amounts as set forth in
Section 16.4 hereof.

     16.11  Distribution of Certain Fees and Amounts.  Agent shall:  (a) receive
and hold in trust for the benefit of all present and future Syndication Parties,
in the Payment  Account and, if  requested  in writing by the Majority  Lenders,
segregated  from Agent's  other funds and  accounts;  and (b) shall remit to the
Syndication Parties, as indicated, the fees and other amounts described below:

     16.11.1 Funding  Losses.  The amount of any Funding Losses paid by Borrower
to Agent in connection with a prepayment of any portion of a Fixed Loan shall be
distributed  to the  Syndication  Parties in  accordance  with their  respective
Syndication  Shares no later  than the same  Business  Day that  payment of such
Funding  Losses is  received by Agent,  if received no later than 11:00  Central
time, or the next Business Day if received by Agent thereafter.

     16.12  Possession of Loan  Documents.  The Loan  Documents  (other than the
Notes) shall be held by Agent in its name, for the ratable benefit of itself and
the other Syndication Parties without preference or priority.

     16.13  Collateral  Application.  The  Syndication  Parties  shall  have  no
interest  in any other loans made to  Borrower  by any other  Syndication  Party
other than the Loan, or in any property  taken as security for any other loan or
loans made to Borrower by any other Syndication Party, or in any property now or
hereinafter in the possession or control of any other Syndication  Party,  which
may be or become  security for the Loan solely by reason of the  provisions of a
security  instrument that would cause such security  instrument and the property
covered  thereby  to  secure  generally  all  indebtedness  owing to such  other
Syndication  Party.  Notwithstanding  the  foregoing,  to the extent  such other
Syndication  Party  applies  such  funds or the  proceeds  of such  property  to
reduction of the Loan,  such other  Syndication  Party shall share such funds or
proceeds with all Syndication Parties according to their respective  Syndication
Shares.  In the event that any Syndication  Party shall obtain payment,  whether
partial  or full,  from any source in  respect  of the Loan,  including  without
limitation  payment by reason of the  exercise  of a right of  offset,  banker's
lien,  general  lien,  or  counterclaim,   reducing  such  Syndication   Party's
outstanding balance in the Loan to below its Syndication Share, such Syndication
Party will promptly make such adjustments  (which may include payment in cash or
the purchase of further  syndications or  participations in the Loan) to the end
that such excess payment shall be shared with all other  Syndication  Parties in
accordance with their respective Syndication Shares.



                                       48
<PAGE>

     16.14  Amounts  Required  to be  Returned.  If Agent makes any payment to a
Syndication  Party in  anticipation of the receipt of final funds from Borrower,
and such funds are not received  from  Borrower,  or if excess funds are paid by
Agent to any Syndication  Party as the result of a miscalculation by Agent, then
Syndication Party shall, on demand of Agent,  forthwith return to Agent any such
amounts,  plus interest  thereon (from the day such amounts were  transferred by
Agent to the Syndication  Party to, but not including,  the day such amounts are
returned by  Syndication  Party) at a rate per annum equal to the Federal  Funds
Rate in effect on the date of such  demand.  If Agent is required at any time to
return to Borrower or a trustee,  receiver,  liquidator,  custodian,  or similar
official any portion of the payments made by Borrower to Agent, whether pursuant
to any bankruptcy or insolvency law or otherwise,  then Syndication Party shall,
on demand of Agent,  forthwith return to Agent any such payments  transferred to
Syndication  Party by Agent but  without  interest or penalty  (unless  Agent is
required  to pay  interest or penalty on such  amounts to the person  recovering
such payments).

     16.15  Reports and  Information  to  Syndication  Parties.  Agent shall use
reasonable  efforts to provide to  Syndication  Parties,  as soon as practicable
after  actual  knowledge  thereof is  acquired by an officer  thereof  primarily
responsible  for Agent's  duties as such with  respect to the Loan or  primarily
responsible for the credit relationship  between Agent and Borrower:  (a) notice
of the  existence  of any Event of Default or Potential  Default  under the Loan
Documents, and (b) any material factual information which has a material adverse
effect on the  creditworthiness  of Borrower and Borrower hereby authorizes such
disclosure by Agent to the Syndication Parties.  Failure of Agent to provide the
information  referred to in this Section shall not result in any liability upon,
or right  to make a claim  against,  Agent  except  where a court  of  competent
jurisdiction renders a final non-appealable determination that such failure is a
result of the  willful  misconduct  or gross  negligence  of Agent.  Syndication
Parties acknowledge and agree that all information and reports received pursuant
to  this  Construction  Credit  Agreement  will be  received  in  confidence  in
connection  with  their  Syndication  Interest,  and that such  information  and
reports  constitute  confidential  information and shall not be disclosed to any
third party,  except pursuant to appropriate  legal or regulatory  process,  (or
used by the  Syndication  Party  except  in  connection  with  the  Loan and its
Syndication Interest) without the prior written consent of Agent or Borrower, as
applicable.

     16.16 Standard of Care.  Agent shall not be liable to  Syndication  Parties
for any error in judgment  or for any action  taken or not taken by Agent or its
agents,  except for its gross negligence or willful  misconduct.  Subject to the
preceding sentence,  Agent will exercise the same care in administering the Loan
and the Loan  Documents as it exercises for similar loans which it holds for its
own account and risk, and Agent shall not have any further responsibility to the
Syndication  Parties.  Without  limiting  the  foregoing,  Agent may rely on the
advice of counsel  concerning  legal  matters  and on any  written  document  it
believes to be genuine and correct and to have been signed or sent by the proper
Person or Persons.



                                       49
<PAGE>

     16.17 No Trust  Relationship.  Neither the  execution of this  Construction
Credit  Agreement,  nor the  sharing  in the Loan,  nor the  holding of the Loan
Documents in its name by Agent,  nor the  management and  administration  of the
Loan and Loan  Documents  by Agent  (including  the  obligation  to hold certain
payments  and  proceeds  in the  Payment  Account  in trust for the  Syndication
Parties),  nor any other right, duty or obligation of Agent under or pursuant to
this Construction  Credit Agreement is intended to be or create, and none of the
foregoing  shall  be  construed  to  be  or  create,  any  express,  implied  or
constructive  trust  relationship  between Agent and any Syndication Party. Each
Syndication  Party  hereby  agrees  and  stipulates  that Agent is not acting as
trustee for such Syndication  Party with respect to the Loan, this  Construction
Credit Agreement, or any aspect of either, or in any other respect.

     16.18  Sharing of Costs and  Expenses.  To the extent not paid by Borrower,
each  Syndication  Party will  promptly  upon demand  reimburse  Agent,  ratably
according to their  respective  Syndication  Shares,  for all reasonable  costs,
disbursements,  and  expenses  incurred  by Agent  on or after  the date of this
Construction  Credit  Agreement  for legal,  accounting,  consulting,  and other
services  rendered  to Agent in its role as Agent in the  administration  of the
Loan, interpreting the Loan Documents,  and protecting,  enforcing, or otherwise
exercising any rights,  both before and after default by Borrower under the Loan
Documents, and including, without limitation, all costs and expenses incurred in
connection with any bankruptcy  proceedings;  provided,  however, that the costs
and expenses to be shared in accordance  with this Section shall not include any
costs or expenses incurred by CoBank solely as a Syndication Party in connection
with the Loan, nor to Agent's internal costs and expenses.

     16.19  Syndication   Parties'   Indemnification   of  Agent.  Each  of  the
Syndication Parties agree to indemnify Agent, including any Successor Agent, and
its  directors,   officers,   employees,   agents,   professional  advisers  and
representatives ("Indemnified Agency Parties"), (to the extent not reimbursed by
Borrower,  and without in any way limiting the obligation of Borrower to do so),
ratably according to their respective  Syndication  Shares, from and against any
and  all  liabilities,   obligations,   losses,  damages,  penalties,   actions,
judgments,  suits, costs, expenses or disbursements of any kind whatsoever which
may at any  time  (including,  without  limitation,  at any time  following  the
payment of the Loan and/or the  expiration  or  termination  of the  Syndication
Interests or this  Construction  Credit Agreement) be imposed on, incurred by or
asserted  against Agent (or any of the  Indemnified  Agency Parties while acting
for Agent or for any  Successor  Agent) in any way relating to or arising out of
this Construction Credit Agreement or the Loan Documents,  or the performance of
the duties of Agent hereunder or thereunder or any action taken or omitted while
acting  in  the  capacity  of  Agent  under  or in  connection  with  any of the
foregoing;  provided  that the  Syndication  Parties shall not be liable for the
payment  of any  portion  of such  liabilities,  obligations,  losses,  damages,
penalties,  actions,  judgments,  suits, costs,  expenses or disbursements of an
Indemnified  Agency Party to the extent that any of the forgoing result from the
gross  negligence  or willful  misconduct  of that  Indemnified  Agency Party as
determined by a court of competent jurisdiction.  The agreements and obligations
in



                                       50
<PAGE>

this Section shall survive the payment of the Loan, the  Syndication  Interests,
and the expiration or termination of this Construction Credit Agreement.

     16.20 Books and  Records.  Agent shall  maintain  such books of account and
records  relating  to the Loan as it  maintains  with  respect to other loans of
similar  type and amount,  and which shall  clearly and  accurately  reflect the
Syndication  Interest of each Syndication Party.  Syndication  Parties, or their
agents,  may inspect such books of account and records at all  reasonable  times
during Agent's regular business hours.

     16.21  Administrative Agent Fee. CoBank shall not be entitled to any fee or
compensation other than the Administrative Agent Fee for acting as Agent. In the
event the Successor Agent is  contractually  entitled to an additional fee, each
Syndication Party will be responsible for the amount thereof multiplied by their
Syndication Share.

     16.22  Representations  and  Warranties  of All  Parties.  Agent  and  each
Syndication Party represents and warrants that (a) the making and performance of
this  Construction  Credit  Agreement  is  within  its  power  and has been duly
authorized  by  all  necessary  corporate  and  other  action  by it,  (b)  this
Construction  Credit  Agreement is in compliance  with all  applicable  laws and
regulations  promulgated  under  such  laws  and  does  not  conflict  with  nor
constitute a breach of its charter or by-laws nor any  agreements by which it is
bound,   and  does  not  violate  any  judgment,   decree  or   governmental  or
administrative  order,  rule or  regulation  applicable  to it, (c) no approval,
authorization  or other  action  by,  or  declaration  to or  filing  with,  any
governmental or  administrative  authority or any other Person is required to be
obtained  or  made  by  it  in  connection  with  the  execution,  delivery  and
performance of its duties under this Construction Credit Agreement, and (d) this
Construction  Credit Agreement has been duly executed by it, and constitutes the
legal,  valid, and binding obligation of such Person,  enforceable in accordance
with its terms,  except as such  enforceability  may be  limited  by  applicable
bankruptcy,  insolvency,  reorganization,   moratorium  or  other  similar  laws
affecting  the rights of creditors  generally and general  equitable  principles
(regardless of whether such  enforceability is considered in a proceeding at law
or in  equity).  Each  Syndication  Party  that  is a  state  or  national  bank
represents  and  warrants  that  the act of  entering  into and  performing  its
obligations  under this  Construction  Credit Agreement has been approved by its
board of directors or its loan  committee  and such action was duly noted in the
written  minutes of the  meeting of such  board or  committee,  and that it will
furnish  Agent with a  certified  copy of such  minutes or an excerpt  therefrom
reflecting such approval.

     16.23  Representations  and  Warranties of CoBank.  CoBank,  in its role as
Syndication  Party and as Agent,  makes no express or implied  representation or
warranty and assumes no responsibilities  with respect to the due authorization,
execution,  or delivery of the Loan Documents;  the accuracy of any information,
statements,  or certificates  provided by Borrower,  the legality,  validity, or
enforceability  of the Loan Documents;  the filing or recording of any document;
the  collectibility  of the Loan; the  performance by any Borrower of any of its
obligations under the Loan Documents;  or the financial condition or solvency of
any Borrower or any other party obligated with respect to the Loan.



                                       51
<PAGE>

     16.24 Syndication  Parties'  Independent Credit Analysis.  Each Syndication
Party  acknowledges  receipt of true and  correct  copies of all Loan  Documents
(other than any Note  payable to another  Syndication  Party)  from Agent.  Each
Syndication  Party agrees and represents that it has relied upon its independent
review (a) of the Loan Documents, and (b) any information independently acquired
by such  Syndication  Party from Borrower or otherwise in making its decision to
acquire an interest in the Loan  independently and without reliance on CoBank or
Agent.  Each Syndication Party represents and warrants that it has obtained such
information as it deems necessary  (including any information  such  Syndication
Party  independently  obtained  from  Borrower  or  others)  prior to making its
decision to acquire an  interest in the Loan.  Each  Syndication  Party  further
agrees  and  represents  that it has  made  its  own  independent  analysis  and
appraisal  of  and  investigation  into  each  Borrower's  authority,  business,
operations,  financial  and other  condition,  creditworthiness,  and ability to
perform its  obligations  under the Loan Documents and has relied on such review
in making its  decision  to acquire an interest  in the Loan.  Each  Syndication
Party agrees that it will continue to rely solely upon its independent review of
the facts and  circumstances  related to  Borrower,  and without  reliance  upon
CoBank or Agent, in making future decisions with respect to all matters under or
in connection with the Loan Documents and its  participation in the Loan. CoBank
and Agent assume no  responsibility  for the financial  condition of Borrower or
any  Underlying  Construction  Loan Borrower for the  performance  of Borrower's
obligations  under the Loan Documents nor for the  performance of any Underlying
Construction Loan Borrower of its obligations under the Underlying  Construction
Loan Documents.  Except as otherwise  expressly provided herein,  neither CoBank
nor any other Syndication Party shall have any duty or responsibility to furnish
to any other  Syndication  Parties  any credit or other  information  concerning
Borrower which may come into its possession.

     16.25 No Joint  Venture  or  Partnership.  Neither  the  execution  of this
Construction  Credit  Agreement,  the sharing in the Loan,  nor any agreement to
share in payments or losses arising as a result of this  transaction is intended
to be or to  create,  and  the  foregoing  shall  not be  construed  to be,  any
partnership,  joint  venture or other  joint  enterprise  between  Agent and any
Syndication Party, nor between any of the Syndication Parties.

     16.26 Purchase for Own  Account/Restrictions  on Transfer. Each Syndication
Party represents that it has acquired and is retaining its Syndication  Interest
in the Loan  for its own  account  in the  ordinary  course  of its  banking  or
financing  business and not with a view toward the sale,  distribution,  further
participation,  or transfer  thereof.  Each Syndication  Party other than CoBank
agrees  that  it  will  not  sell,  assign,   convey  or  otherwise  dispose  of
("Transfer"),  or create or permit to exist any lien or security interest on all
or any part of its Syndication  Interest in the Loan,  without the prior written
consent of Agent and Borrower (which consent will not be unreasonably withheld);
provided that: (a) any such Transfer  (except a Transfer to another  Syndication
Party or a Transfer by CoBank) must be in a minimum  amount of the lesser of (i)
$5,000,000.00  or (ii) the full  amount  of the  Syndication  Interest;  (b) the
transferee must execute an agreement  substantially in the form of Exhibit 16.26
hereto


                                       52
<PAGE>

("Syndication  Acquisition  Agreement")  and  assume  all  of  the  transferor's
obligations  hereunder  and  execute  such  documents  as Agent  may  reasonably
require;  and (c) the  Syndication  Party making such Transfer must pay Agent an
assignment fee of $2,500.00.  Any Syndication  Party may participate any part of
its  Syndication  Interest  in the Loan to any  Person  with the  prior  written
consent of Agent and Borrower (which consent will not be unreasonably withheld),
and each Syndication  Party understands and agrees that in the event of any such
participation, (x) its Syndication Share and Maximum Syndication Amount will not
change on account of such participation, (y) except as provided in Section 16.27
hereof,  the  participant  will have no rights  under this  Construction  Credit
Agreement,  including, without limitation, voting rights or the right to receive
payments or  distributions,  and (z) Agent shall  continue to deal directly with
the  Syndication  Party  with  respect to the Loan and the  Syndication  Party's
Syndication Interest as though no participation had been granted and will not be
obligated to deal directly with any participant.  Notwithstanding  any provision
contained herein to the contrary,  any Syndication  Party may at any time pledge
or assign all or any portion of its Syndication  Interest to any Federal Reserve
Bank in accordance with applicable law.

     16.27 Certain  Participants'  Voting  Rights.  All Persons which purchase a
participation  interest in CoBank's  interest as a Syndication  Party  hereunder
may, in CoBank's sole  discretion  (or as required in any agreement  under which
such purchase is made and  governed),  be allowed by CoBank to vote, on a dollar
basis,  on any  matter  requiring  or  allowing  CoBank,  in its  capacity  as a
Syndication  Party, to provide or withhold its consent,  or to otherwise vote on
any proposed action.

     16.28 Method of Making Payments.  Payment and transfer of all amounts owing
or to be paid or remitted hereunder,  including, without limitation,  payment of
the  Initial  Payment  and each  Advance  Payment by  Syndication  Parties,  and
distribution  of  principal  or interest  payments  or fees or other  amounts by
Agent,  shall be by wire transfer in accordance with the instructions  contained
on Exhibit 16.28 hereto ("Wire Instructions").

     16.29 Events of Syndication Default/Remedies.

     16.29.1  Syndication  Party  Default.  Any  of the  following  occurrences,
failures  or  acts,  with  respect  to  any  of the  Syndication  Parties  shall
constitute an Event of Syndication  Default  hereunder by such party: (a) if any
representation  or  warranty  made by such  party  in this  Construction  Credit
Agreement  shall be found to have been untrue in any  material  respect,  (b) if
such party  fails to make any  distributions  or  payments  required  under this
Construction Credit Agreement within five (5) days of the date required,  (c) if
such  party  breaches  any  other  covenant,  agreement,  or  provision  of this
Construction  Credit  Agreement which breach shall have continued  uncured for a
period of thirty (30) consecutive days after such breach first occurs,  unless a
shorter period is required to avoid  prejudicing  the rights and position of the
other Syndication Parties,  (d) if any agency having supervisory  authority over
such party,  or any  creditors  thereof,  shall file a petition to reorganize or
liquidate  such  party  pursuant  to any  applicable  federal  or  state  law or
regulation  and such petition  shall not be discharged or denied within  fifteen
(15) days after the date on which it is filed, (e) if by the order of a



                                       53
<PAGE>

court of competent  jurisdiction or by any  appropriate  supervisory  agency,  a
receiver,  trustee or liquidator shall be appointed for such party or for all or
any material part of its property or if such party shall be declared  insolvent,
or (f) if such party shall be  dissolved,  or shall make an  assignment  for the
benefit of its creditors,  or shall file a petition seeking to take advantage of
any debtors' act,  including the  bankruptcy  act, or shall admit in writing its
inability to pay its debts generally as they become due, or shall consent to the
appointment  of a receiver  or  liquidator  of all or any  material  part of its
property.

     16.29.2 Remedies.  Upon the occurrence of an Event of Syndication  Default,
the  non-defaulting  parties,  acting by, or through the  direction of, a simple
majority  (determined on the basis of Syndication  Share) of the  non-defaulting
parties,  may, in addition to any other  remedy  specifically  set forth in this
Construction Credit Agreement,  have and exercise any and all remedies available
generally  at law or  equity,  including  the right to damages  and to  specific
performance.

     16.30  Withholding  Taxes.  Each  Syndication  Party  represents that it is
entitled  to  receive  any  payments  to be made  to it  hereunder  without  the
withholding  of any tax and will  furnish to Agent and to  Borrower  such forms,
certifications,  statements and other documents as Agent or Borrower may request
from  time to time to  evidence  such  Syndication  Party's  exemption  from the
withholding  of any tax  imposed  by any  jurisdiction  or to  enable  Agent  or
Borrower,  as the case may be, to comply with any applicable laws or regulations
relating  thereto.  Without  limiting  the  effect  of  the  foregoing,  if  any
Syndication  Party is not  created  or  organized  under the laws of the  United
States of America or any state thereof,  such Syndication  Party will furnish to
Agent  and  Borrower  IRS  Form  4224  or  Form  1001,   or  such  other  forms,
certifications,  statements  or  documents,  duly executed and completed by such
Syndication  Party, as evidence of such Syndication  Party's  exemption from the
withholding of United States tax with respect thereto.  Notwithstanding anything
herein to the  contrary,  Borrower  shall not be  obligated to make any payments
hereunder  to such  Syndication  Party until such  Syndication  Party shall have
furnished to Agent and Borrower the requested form, certification,  statement or
document.

     16.31 Further  Assurances.  Agent and each Syndication  Party agree to take
whatever  steps and execute such  documents may be  reasonable  and necessary to
implement this Article 16 and to carry out fully the intent thereof.


     ARTICLE 17 MISCELLANEOUS

     17.1 Costs and Expenses. To the extent permitted by law, Borrower agrees to
pay to Agent and the Syndication Parties, on demand, all out-of-pocket costs and
expenses (a) incurred by Agent (including,  without  limitation,  the reasonable
fees and expenses of counsel  retained by Agent, and including fees and expenses
incurred for consulting, appraisal,  engineering,  inspection, and environmental
assessment  services)  in  connection  with the  preparation,  negotiation,  and
execution of the Loan Documents and the transactions  contemplated  thereby, and
processing  Commitment Requests,  Activation Requests,  and Advance Requests for
Underlying Construction Loan



                                       54

<PAGE>

Approval; and (b) incurred by Agent or any Syndication Party (including, without
limitation,  the reasonable  fees and expenses of counsel  retained by Agent and
the Syndication Parties) in connection with the enforcement or protection of the
Syndication  Parties'  rights under the Loan Documents upon the occurrence of an
Event of Default or upon the commencement of an action by Borrower against Agent
or any Syndication Party (except that if the court makes a specific finding that
Borrower has prevailed on all or substantially  all of its claims in such action
brought by Borrower,  Borrower  shall not be obligated to pay the  out-of-pocket
costs and expenses of Agent and the Syndication  Parties in connection with such
action),  including  without  limitation  collection of the Loan  (regardless of
whether  such  enforcement  or  collection  is by court  action  or  otherwise).
Borrower shall not be obligated to pay the costs or expenses of any Person whose
only interest in the Loan is as a holder of a participation interest.

     17.2 Service of Process and Consent to Jurisdiction. Borrower hereby agrees
that any litigation  with respect to this  Construction  Credit  Agreement or to
enforce any judgment  obtained against Borrower for breach of this  Construction
Credit  Agreement or under the Notes or other Loan  Documents  may be brought in
the courts of the State of Colorado and in the United States  District Court for
the  District  of  Colorado  (if  applicable   subject   matter   jurisdictional
requirements are present), as Agent may elect; and, by execution and delivery of
this  Construction  Credit  Agreement,  Borrower  irrevocably  submits  to  such
jurisdiction.  With respect to litigation  concerning this  Construction  Credit
Agreement or under the Notes or other Loan Documents  within the jurisdiction of
the courts of the State of Colorado or the United States  District Court for the
District of Colorado,  Borrower hereby irrevocably  appoints,  until January 15,
2011, The Corporation  Company,  1675 Broadway,  Denver,  Colorado 80202, as the
agent of Borrower to receive for and on behalf of Borrower,  service of process,
which  service  may be made by  mailing  a copy of any  summons  or other  legal
process to Borrower in care of such agent.  Borrower  agrees that Borrower shall
maintain a duly  appointed  agent for service of summons and other legal process
as long as Borrower remains obligated under this  Construction  Credit Agreement
and shall keep Agent  advised in writing of the  identity  and  location of such
agent.  The receipt by such agent  and/or by  Borrower of such  summons or other
legal  process  in any such  litigation  shall be deemed  personal  service  and
acceptance by Borrower for all purposes of such litigation.

     17.3  Jury  Waiver.  IT IS  MUTUALLY  AGREED  BY AND  BETWEEN  AGENT,  EACH
SYNDICATION  PARTY,  AND  BORROWER  THAT  THEY EACH  WAIVE  TRIAL BY JURY IN ANY
ACTION,  PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER OF THEM AGAINST THE OTHER
PARTY ON ANY MATTER WHATSOEVER  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
CONSTRUCTION CREDIT AGREEMENT, THE NOTES, OR THE OTHER LOAN DOCUMENTS.

     17.4 Notices. All notices, requests and demands required or permitted under
the terms of this  Construction  Credit  Agreement  shall be in writing  and (a)
shall be addressed  as set forth below or at such other  address as either party
shall designate in writing,  (b) shall be deemed to have been given or made: (i)
if delivered personally,



                                       55
<PAGE>

immediately upon delivery, (ii) if by telex, telegram or facsimile transmission,
immediately  upon  sending  and  upon  confirmation  of  receipt,  (iii)  if  by
nationally recognized overnight courier service with instructions to deliver the
next  Business  Day, one (1) Business Day after  sending,  and (iv) if by United
States Mail,  certified  mail,  return  receipt  requested,  five (5) days after
mailing.

     17.4.1 Borrower:

               Village Farms International Finance Association
               1811 Sardis Road North, Suite 207
               Charlotte, NC 28270
               FAX:  (704) 849-7662
               Attention: Chief Financial Officer

          With a copy to:

               Agro Power Development, Inc.
               10 Alvin Court
               New Brunswick, NJ 08816
               FAX: (908) 254-1710)

     17.4.2 CoBank:

               245 North Waco Street
               Wichita, Kansas 67202
               Attention:  Greg E. Somerhalder
               FAX: (316) 290-2006

          With a copy to:

               FARM CREDIT BANK OF TEXAS
               6210 Highway 290 East
               Austin, Texas 78723
               P.O. Box 15919
               Austin, Texas 78761
               FAX: (512) 465-0675
               Attention: ________________________________

     17.5 Notice to Syndication  Parties and Agent. No action shall be commenced
by Borrower for any claim against Agent or any  Syndication  Party on account of
any act or failure to act by such Person  unless a notice  specifically  setting
forth the claim of Borrower  shall have been given to such Person  within  sixty
(60)  calendar  days after  Borrower  has  knowledge or should  reasonably  have
acquired  knowledge of the act or omission which  Borrower  alleges gave rise to
such claim,  and failure to give such notice  shall  constitute  a waiver of any
such claim.



                                       56
<PAGE>

     17.6 Successors and Assigns.  This  Construction  Credit Agreement shall be
binding  upon and inure to the  benefit  of  Borrower,  Agent,  and  Syndication
Parties, and their respective  successors and assigns,  except that Borrower may
not assign or transfer  its rights or  obligations  hereunder  without the prior
written consent of the Syndication Parties.

     17.7 Severability.  The invalidity or  unenforceability of any provision of
this Construction  Credit Agreement or the other Loan Documents shall not affect
the  remaining  portions  of  such  documents  or  instruments;  in case of such
invalidity or unenforceability, such documents or instruments shall be construed
as if such invalid or unenforceable provisions had not been included therein.

     17.8 Entire Agreement.  This Construction  Credit Agreement  (together with
all exhibits hereto,  which are  incorporated  herein by this reference) and the
other  Loan  Documents  represent  the  entire   understanding  of  Agent,  each
Syndication  Party,  and Borrower with respect to the subject  matter hereof and
shall replace and supersede any previous  agreements of the parties with respect
to the subject matter hereof.

     17.9  Applicable  Law.  To the extent not  governed  by federal  law,  this
Construction  Credit Agreement and the other Loan Documents,  and the rights and
obligations  of  the  parties  hereto  and  thereto  shall  be  governed  by and
interpreted  in  accordance  with the  internal  laws of the State of  Colorado,
without giving effect to any otherwise  applicable rules concerning conflicts of
law.

     17.10  Captions.  The  captions  or headings  in this  Construction  Credit
Agreement and any table of contents  hereof are for  convenience  only and in no
way  define,  limit or  describe  the scope or intent of any  provision  of this
Construction Credit Agreement.

     17.11 Amendments. This Construction Credit Agreement may not be modified or
amended  unless such  modification  or  amendment is in writing and is signed by
Borrower,  Agent, and all Syndication Parties (and each Syndication Party hereby
agrees to execute any such amendment  approved pursuant to Section 16.9 hereof).
Borrower agrees that it shall reimburse Agent for all fees and expenses incurred
by Agent in retaining  outside legal counsel in connection with any amendment or
modification to this Construction Credit Agreement requested by Borrower.

     17.12  Additional  Costs of Maintaining  Loan.  Borrower shall pay to Agent
from time to time  such  amounts  as Agent  may  determine  to be  necessary  to
compensate  any  Syndication  Party for any  costs  incurred  by it which  Agent
determines,  based on information presented to it by such Syndication Party, are
attributable  to such  Syndication  Party's making or  maintaining  any Advances
hereunder or its obligation to make any such  Advances,  or any reduction in any
amount  receivable  by such  Syndication  Party under this  Construction  Credit
Agreement  or the Note  payable to it in respect  to any such  Advances  or such
obligation  (such increases in costs and reductions in amounts  receivable being
herein called "Additional  Costs"),  resulting from any change after the date of
this Construction Credit Agreement in United States federal,


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<PAGE>

state,  municipal,  or foreign laws or regulations  (including Regulation D), or
the adoption or making after such date of any  interpretations,  directives,  or
requirements applying to a class of banks including such Syndication Party of or
under  any  United  States  federal,   state,  municipal,  or  foreign  laws  or
regulations  (whether  or  not  having  the  force  of  law)  by  any  court  or
governmental  or  monetary   authority   charged  with  the   interpretation  or
administration  thereof ("Regulatory  Change"),  which: (a) changes the basis of
taxation  of  any  amounts  payable  to  such   Syndication   Party  under  this
Construction  Credit Agreement or the Note payable to such Syndication  Party in
respect of any of such  Advances  (other  than taxes  imposed on the overall net
income of such  Syndication  Party);  or (b)  imposes or modifies  any  reserve,
special deposit, or similar requirements relating to any extensions of credit or
other assets of, or any deposits with or other  liabilities of, such Syndication
Party; or (c) imposes any other  condition  affecting this  Construction  Credit
Agreement  or the  Note  payable  to  such  Syndication  Party  (or  any of such
extensions of credit or  liabilities).  Agent will notify  Borrower of any event
occurring  after  the date of this  Construction  Credit  Agreement  which  will
entitle  such  Syndication  Party to  compensation  pursuant to this  Section as
promptly as  practicable  after it obtains  knowledge  thereof and determines to
request such  compensation.  Agent shall include with such notice, a certificate
from such Syndication  Party setting forth in reasonable  detail the calculation
of the amount of such compensation. Determinations by Agent for purposes of this
Section of the effect of any Regulatory  Change on the costs of such Syndication
Party of  making  or  maintaining  Advances  or on  amounts  receivable  by such
Syndication Party in respect of Advances, and of the additional amounts required
to compensate such Syndication Party in respect of any Additional  Costs,  shall
be conclusive absent manifest error,  provided that such determinations are made
on a reasonable basis.

     17.13 Capital  Requirements.  In the event that the  introduction of or any
change in (a) any law or  regulation,  or (b) the judicial,  administrative,  or
other governmental interpretation of any law or regulation, or (c) compliance by
any Syndication Party or any corporation  controlling any such Syndication Party
with any guideline or request from any  governmental  authority  (whether or not
having the force of law) has the effect of  requiring  an increase in the amount
of capital  required or expected to be maintained by such  Syndication  Party or
any corporation  controlling such Syndication  Party, and such Syndication Party
certifies that such increase is based in any part upon such Syndication  Party's
obligations hereunder, and other similar obligations, Borrower shall pay to such
Syndication  Party  such  additional  amount  as  shall  be  certified  by  such
Syndication  Party  to  Agent  and to  Borrower  to be  the  net  present  value
(discounted  at the Variable  Rate) of (a) the amount by which such  increase in
capital reduces the rate of return on capital which such Syndication Party could
have  achieved  over the period  remaining  until the Maturity Date but for such
introduction or change, (b) multiplied by such Syndication  Party's  Syndication
Share of the  Aggregate  Commitment.  Agent will  notify  Borrower  of any event
occurring after the date of this Construction Credit Agreement that will entitle
any such Syndication Party to compensation  pursuant to this Section as promptly
as  practicable  after it  obtains  knowledge  thereof  and of such  Syndication
Party's  determination  to request such  compensation.  Agent shall include with
such notice, a certificate from such Syndication


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<PAGE>

Party setting forth in reasonable  detail the  calculation of the amount of such
compensation.  Determinations  by any  Syndication  Party for  purposes  of this
Section of the effect of any  increase  in the amount of capital  required to be
maintained by any such Syndication  Party and of the amount of compensation owed
to any such  Syndication  Party under this Section  shall be  conclusive  absent
manifest  error,  provided  that such  determinations  are made on a  reasonable
basis.

     17.14 Replacement Notes. Upon receipt by Borrower of evidence  satisfactory
to it of: (a) the loss,  theft,  destruction  or mutilation of any Note, and (in
case of loss, theft or destruction) of the agreement of the Syndication Party to
which  the Note was  payable  to  indemnify  Borrower,  and upon  surrender  and
cancellation  of  such  Note,  if  mutilated;  or  (b)  the  assignment  of  any
Syndication Interest and Note relating thereto, or any portion thereof, pursuant
to this  Construction  Credit  Agreement,  then  Borrower  will  pay any  unpaid
principal and interest (and Funding  Losses,  if applicable)  then or previously
due and  payable  on such Note and will  deliver in lieu of such Note a new Note
or, in the case of an  assignment  of a portion of a  Syndication  Interest  new
Notes, for any remaining balance.

     17.15  Patronage  Payments.  Borrower  acknowledges  and  agrees  that  any
patronage,  or similar,  payments  to which  Borrower is entitled on account its
ownership  of CoBank  Equity  Interests  will not be based on any portion of its
Syndication  Share  in which  CoBank  has at any time  granted  a  participation
interest.

     17.16 Mutual Release.  Upon full  indefeasible  payment and satisfaction of
the Bank Debt and Notes and the other obligations contained in this Construction
Credit Agreement, the parties,  including Borrower,  Agent, and each Syndication
Party shall,  except as provided in Article 14 hereof,  thereupon  automatically
each be fully,  finally,  and forever  released and discharged  from any further
claim, liability, or obligation in connection with the Bank Debt.

     17.17 Liberal Construction.  This Construction Credit Agreement constitutes
a fully negotiated agreement between commercially  sophisticated  parties,  each
assisted by legal  counsel,  and shall not be construed and  interpreted  for or
against any party hereto.





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<PAGE>

     IN WITNESS  WHEREOF,  the parties have  executed this  Construction  Credit
Agreement as of the date first above written.

                                       BORROWER:

                                       VILLAGE   FARMS   INTERNATIONAL   FINANCE
                                       ASSOCIATION,  a  cooperative  corporation
                                       formed  under  the  laws of the  state of
                                       Delaware



                                       By:______________________________________
                                       Name: J. Kevin Cobb
                                       Its: Vice President


                                       COBANK:



                                       COBANK, ACB
                                       By:______________________________________
                                       Name: Greg E. Somerhalder
                                       Title: Vice President



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