EXCHANGE AGREEMENT

     THIS EXCHANGE AGREEMENT (this "Agreement") dated as of January 2, 2000, is
made by and between COGENTRIX DELAWARE HOLDINGS, INC., a Delaware corporation,
having its principal place of business at 1105 North Market Street, Suite 1108,
Wilmington, DE 19801 ("CDH"), and ECOSCIENCE CORPORATION, a Delaware
corporation, having its principal place of business at 10 Alvin Court, East
Brunswick, New Jersey 08816 (the "EcoScience").

                                   WITNESSETH

     WHEREAS, EcoScience issued in favor of CDH (i) the promissory note, dated
December 30, 1998 in the principal amount of $20,600,000 and (ii) the promissory
note, dated March 15, 1999 in the principal amount of $1,000,000 (collectively,
the "EcoScience Notes"); and

     WHEREAS, Agro Power Development Inc., a wholly owned subsidiary of
EcoScience ("APD"), issued in favor of CDH the promissory note, dated March 10,
1997, in the principal amount of $893,750 (the "Agro Power Note" and, together
with the EcoScience Notes, the "Notes"); and

     WHEREAS, EcoScience desires to exchange the Notes for the promissory note,
dated as of the date hereof, and attached as Exhibit A hereto (the "Exchange
Note") and CDH is willing to exchange the Notes for the Exchange Note on the
terms and subject to the conditions set forth herein and therein; and

     WHEREAS, contemporaneous with the effectiveness of this Agreement (i) each
of Cogentrix of Buffalo, Inc., Cogentrix of Fort Davis, Inc., Cogentrix of
Marfa, Inc. and Cogentrix of Pocono, Inc. (collectively, the "Merged
Corporations") is being merged with and into Village Farms of Delaware, LLC and
(ii) Cogentrix Greenhouse Investments, Inc. ("CGI") is being merged with and
into APD;and

     WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Stock Purchase Agreement (the "Stock
Purchase Agreement") dated as of December 7, 1998, between CDH and EcoScience.

     NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties agree as follows:

1.   Exchange of Notes. The obligation of EcoScience and APD to pay the
     outstanding principal together with all interest accrued on the Notes is
     hereby excused by CDH and EcoScience shall hereinafter be obligated to pay
     the principal of, and interest on, the indebtedness evidenced by the
     Exchange Note in accordance with the terms and conditions contained herein
     and therein. Such exchange is hereby evidenced by the cancellation and
     return by CDH to EcoScience of the EcoScience Notes, the return by CDH to
     APD of the Agro Power Note and the execution and delivery by EcoScience of



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<PAGE>

     the Exchange Note and receipt thereof by CDH taking place contemporaneously
     with the execution of this Agreement.

2.   Consideration for Exchange. In consideration for the exchange by CDH of the
     Notes for the Exchange Note, EcoScience shall, concurrently herewith,
     authorize and issue 333,333 shares of Series A Preferred Stock of
     EcoScience (the "Series A Preferred Stock") containing the provisions set
     forth on Exhibit B hereto and is delivering such shares to CDH.

3.   Delivery of Certain Documents. Contemporaneous with the execution of this
     Agreement, EcoScience is delivering to CDH (i) a certified

copy of all corporate resolutions authorizing the transactions contemplated
hereunder and an incumbency certificate; and (ii) an opinion of counsel to
EcoScience.

4.   Pledge Arrangement.

     (a)  CDH hereby agrees that the shares of the Merged Corporations and CGI
          are hereby released from the Stock Pledge and CDHI is delivering the
          certificates representing such shares to EcoScience;

     (b)  Contemporaneously with the execution of this Agreement, EcoScience and
          CDH are entering into a Pledge Agreement (the "New Pledge Agreement")
          pursuant to which all of the outstanding shares of APD (the "APD
          Shares") are being pledged to CDH;

     (c)  Subject to the terms of a Stock Custody Bailment Agreement among
          CoBank, ACB, CDH and EcoScience (the "Stock Custody Bailment
          Agreement") being executed contemporaneously with this Agreement, CDH
          is subordinating the lien on the APD Shares created by the New Pledge
          Agreement to the lien of CoBank, ACB and delivering to CoBank, ACB the
          certificates representing the APD Shares.

5.   Representations and Warranties of EcoScience. EcoScience hereby represents
     and warrants to CDH as follows:

     (a)  Organization and Authority of EcoScience. EcoScience is a corporation
          duly organized, validly existing and in good standing under the laws
          of the State of Delaware and has all necessary corporate power and
          authority to enter into this Agreement, the New Pledge Agreement and
          the Stock Custody Bailment Agreement and to issue the Exchange Note
          and the Series A Preferred Stock, to carry out its obligations
          hereunder and thereunder and to consummate the transactions
          contemplated hereby and thereby. The execution and delivery of this
          Agreement, the New Pledge Agreement and the Stock Custody and Bailment
          Agreement and the issuance of the Exchange Note and the Series A
          Preferred Stock by EcoScience, the performance by EcoScience of its
          obligations hereunder and thereunder and the consummation by
          EcoScience of the transactions



                                       2
<PAGE>

     contemplated hereby and thereby have been duly authorized by all requisite
     action on the part of EcoScience. This Agreement, the New Pledge Agreement
     and the Stock Custody Bailment Agreement, the Exchange Note and the Series
     A Preferred Stock have been duly executed and delivered by EcoScience, and
     (assuming due authorization, execution and delivery by CDH) each of this
     Agreement, the New Pledge Agreement, the Stock Custody Bailment Agreement
     and the Exchange Note constitutes a valid and binding obligation of
     EcoScience enforceable against EcoScience in accordance with its terms.

     (b)  No Conflict. Except as may result from any facts or circumstances
          relating solely to CDH, the execution, delivery and performance of
          this Agreement, the New Pledge Agreement and the Stock Custody
          Bailment Agreement and the issuance of the Exchange Note and the
          Series A Preferred Stock by EcoScience do not and will not (i)
          violate, conflict with or result in the breach of any provision of the
          Certificate of Incorporation or By-laws of EcoScience, (ii) conflict
          with or violate any law or governmental order applicable to EcoScience
          or (iii) conflict with, or result in any breach of, constitute a
          default (or event which with the giving of notice or lapse of time, or
          both, would become a default) under, require any consent under, or
          give to others any rights of termination, amendment, acceleration,
          suspension, revocation, or cancellation of, or result in the creation
          of any encumbrance on any of the assets or properties of EcoScience
          pursuant to, any note, bond, mortgage or indenture, contract,
          agreement, lease, sublease, license, permit, franchise or other
          instrument or arrangement to which EcoScience is a party or by which
          any of such assets or properties are bound or affected.

     (c)  Governmental Consents and Approvals. The execution, delivery and
          performance of this Agreement, the New Pledge Agreement and the Stock
          Custody Bailment Agreementand the issuance of the Exchange Note and
          the Series A Preferred Stock by EcoScience do not and will not require
          any consent, approval, authorization or other order of, action by,
          filing with, or notification to, any governmental authority.

6.   Miscellaneous.

     (a)  Counterparts. This Agreement may be executed in one or more
          counterparts, all of which shall be considered one and the same
          agreement, it being understood that all parties need not sign the same
          counterpart.

     (b)  Entire Agreement; No Third-Party Beneficiaries.. This Agreement and
          the Pledge Amendment (including the documents and instruments referred
          to herein and therein) (i) constitutes the entire agreement and
          supersedes all prior agreements and understandings, both written and
          oral, between CDH and EcoScience with respect to the subject matter
          hereof and (ii) is not intended to confer upon any person other than
          the parties hereto any rights or remedies hereunder.

     (c)  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
          ACCORDANCE WITH THE LAWS OF THE STATE OF


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<PAGE>

          NORTH CAROLINA.

7.   Mandatory Payments and Prepayments.

     (a)  On December 1st of each year commencing on December 1, 2003, until and
          including December 1, 2007, EcoScience shall pay the principal amount
          then outstanding under the Exchange Note in the amount of
          $3,180,000.00.

     (b)  EcoScience shall prepay the principal amount outstanding from time to
          time under the Exchange Note at the following times and in the
          following amounts:

          (i)  Annual Mandatory Prepayment. On each December 31st, commencing on
               December 31, 2000, EcoScience shall prepay the then outstanding
               principal of the Exchange Note in an amount equal to the excess
               of (X) 0.70 times (EBITDA minus $15,000,000) over (Y) the actual
               amount of principal and interest payments made by EcoScience to
               CDH in respect of the Exchange Note in the fiscal year then
               ending, if any). "EBITDA" shall mean, for any period, the sum of
               (a) net income after taxes of the Corporation, determined in
               accordance with generally accepted accounting principals in the
               United States plus (b) an amount which, in the determination of
               net income for such period, has been deducted for (i) interest
               expense, (ii) total federal, state, local and foreign income,
               value added and similar taxes and (iii) depreciation and
               amortization expense, all as determined in accordance with GAAP.

          (ii) Prepayment Events: The following shall constitute "Prepayment
               Events", if they occur, after such time as the indebtedness owing
               pursuant to the CoBank Credit Agreement is paid in full: (a)
               EcoScience or any of its Subsidiaries shall incur any
               indebtedness for borrowed money, other than the indebtedness
               evidenced by the CoBank Credit Agreement (as hereinafter defined)
               and refinancings or replacements thereof (to the extent of the
               aggregate principal amount actually refinanced or replaced), and
               intercompany indebtedness between EcoScience and any of its
               Subsidiaries or between any of such Subsidiaries (a "Debt Event")
               (b) EcoScience or any of its Subsidiaries shall issue any capital
               stock for cash (a "Stock Event") other than the issuance of
               Capital Stock by a newly formed 51% owned subsidiary to Grodania
               A/S or its designee (the "Grodan Transaction"), or (c) EcoScience
               or any of its Subsidiaries shall sell any asset, other than in
               the ordinary course of business other than the transfer of assets
               to a newly formed 51% owned Subsidiary in connection with the
               Grodan Transaction (an "Asset Sale"). "Net Proceeds" shall mean
               (x) in the case of a Debt Event, all cash loan proceeds, less
               reasonable transactions expenses, (y) in the case of a Stock
               Event, all cash proceeds, less reasonable transaction expenses
               and (z) in the case of an Asset Sale, all net cash proceeds,
               after payment of reasonable transactions expenses and
               indebtedness required to be repaid by any lien attached to the
               related asset.

                                       4
<PAGE>

     Except as specifically set forth in Section 8(b) below, on the day that a
     Prepayment Event occurs, EcoScience shall pay over to CDH as a prepayment
     on the Exchange Note, the lesser of (i) 50% of the Net Proceeds related to
     such Prepayment Event or (ii) the principal and interest then outstanding
     on the Exchange Note. . If any such payment shall be sufficient to pay the
     Exchange Note in full, CDH shall on receipt of such payment, mark the
     Exchange Note as cancelled and return the same to EcoScience. If such
     payment is not sufficient to pay the Exchange Note in full, CDH shall
     record such partial prepayment amount on Schedule I to the Exchange Note.
     Each such payment made pursuant to this Section 7(b) shall be applied first
     to the payment of accrued interest, and the balance to the outstanding
     principal amount of the Exchange Note in inverse order of maturity thereof.

8.   Certain Additional Provisions.

     (a)  Credit Agreement Provisions. For such time as any portion of the
          indebtedness evidenced by the Consolidated, Amended and Restated Loan
          Agreement, dated as of January 2, 2000, by and between CoBank, ACB and
          Village Farms, L.P. (the "CoBank Credit Agreement") shall remain
          outstanding and the Exchange Note shall not have been paid in full,
          the Corporation shall observe and perform all of its covenants set
          forth in Sections 8 and 9 of the Guaranty of EcoScience Corporation to
          CoBank, ACB delivered pursuant to the CoBank Credit Agreement, and all
          such covenants are incorporated by reference herein as if set forth
          fully herein.

     (b)  Other Covenants. The Corporation covenants and agrees that, from the
          date on which the indebtedness evidenced by the CoBank Credit
          Agreement shall have been paid in full, it shall observe and perform,
          until the Exchange Note shall have been paid in full, the following
          covenants

            (i) Maintenance of Existence. EcoScience shall maintain its
                corporate existence in good standing under the laws of the
                State of Delaware. EcoScience will 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 and the failure
                to be so qualified would have a material adverse effect on
                EcoScience.

           (ii) Compliance with Law. EcoScience shall comply with: (a) all
                rules, regulations and orders applicable to EcoScience or
                its business; and (b) all agreements, indentures, mortgages,
                and other instruments to which it is a party or by whicih it
                or any of its property is bound, where the failure to so
                comply could have a material adverse effect on EcoScience.

          (iii) Payment of Taxes. EcoScience shall cause to be paid when
                due all taxes, assessments, and other governmental charges
                and levies upon it, its sales, its properties, and federal
                and state taxes withheld from its employees' earnings,
                unless (a) such taxes, assessments, or other governmental
                charges or levies shall be contested in good faith by
                appropriate actions or


                                       5
<PAGE>

                legal proceedings, (b) adequate reserves therefor shall be
                established by EcoScience in accordance with GAAP during the
                period of such contest, (c) the enforcement of any contested
                items, and any lien or encumbrance relating thereto, is
                effectively, stayed, and (d) the failure to pay or comply
                with the contested item could not reasonably be expected to
                result in a material adverse effect on EcoScience.

           (iv) Payment of Liabilities. EcoScience shall pay all liabilities
                as they become due unless they are contested in good faith
                by appropriate actions or legal proceedings, EcoScience
                establishes adequate reserves therefor in accordance with
                GAAP, the enforcement of such liability, and any lien or
                encumbrance relating thereto, is effectively stayed, and
                such contest will not result in a material adverse effect on
                EcoScience.

            (v) Prohibition on Sale of Assets. EcoScience shall not sell,
                convey, assign or otherwise transfer or dispose of,
                voluntarily, by operation of law or otherwise, any of its
                assets except in the ordinary course of business.

           (vi) Prohibition on Change in Business Structure. Without giving
                at least thirty (30) days' prior written notice to CDH, and
                furnishing CoBank with such documents as CoBank may
                reasonably request prior to taking any such action,
                EcoScience shall not change its name, identity or corporate
                structure, or the location of its place of business (or
                chief executive office if more than one place of business).

          (vii) Prohibition in Dissolution and Liquidation. EcoScience
                shall not dissolve or liquidate, or enter into any merger,
                consolidation, or other combination unless the surviving
                entity of such merger, consolidation or other combination
                shall have a net worth (after giving effect to the
                transaction) that is greater than or equal to that of
                EcoScience immediately prior to such transaction.

         (viii) Payment of CoBank. In the event that a Stock Event shall
                occur while the indebtedness owing pursuant to the CoBank
                Credit Agreement ("Outstanding Senior Debt") shall remain
                outstanding and the Exchange Note shall not have been paid
                in full, EcoScience (or the relevant Subsidiary) shall pay
                over to CoBank as a prepayment of the Outstanding Senior
                Debt the lesser of (i) 50% of the Net Proceeds related to
                such Stock Event and (ii) the principal and interest of the
                Outstanding Senior Debt then outstanding.




                                       6
<PAGE>

     IN WITNESS WHEREOF, CDH and EcoScience have each caused this Agreement to
be duly executed as of the date first written above.

                                           ECOSCIENCE


                                           ECOSCIENCE CORPORATION


                                      By:
                                          -------------------------------------
                                      Name:  Kenneth S. Hollander
                                      Title: Senior Vice President and
                                             Chief Financial Officer

                                             CDH:


                                             COGENTRIX DELAWARE HOLDINGS INC.


                                      By:
                                          -------------------------------------
                                      Name:  Thomas F. Schwarz
                                      Title: Senior Vice President-Finance and
                                             Treasurer






                                       7
<PAGE>

EXHIBIT A
TO
EXCHANGE AGREEMENT

                                     FORM OF
                                 PROMISSORY NOTE

$15,900,000.00                                                  January 2, 2000

     FOR VALUE RECEIVED, the undersigned, ECOSCIENCE CORPORATION, a Delaware
corporation, having its principal place of business at 10 Alvin Court, East
Brunswick, New Jersey 08816 (collectively, the "Maker"), hereby promises to pay
to the order of COGENTRIX DELAWARE HOLDINGS, INC., a Delaware corporation,
having its principal place of business at 1105 North Market Street, Suite 1108,
Wilmington, DE 19801 (together with its successors and assigns, the "Holder"),
the principal sum of FIFTEEN MILLION, NINE HUNDRED THOUSAND AND NO/100 DOLLARS
($15,900,000.00), together with interest at five percent (5.00%) per annum, in
five (5) installments of $3,180,000.00, payable on each December 1st, commencing
on December 1, 2003 until and including December 1, 2007.

     If (i) there should be a default in the payment of interest or principal
due hereunder or (ii) the Maker or any other person liable hereon should make an
assignment for the benefit of creditors or (iii) attachment or garnishment
proceedings are commenced against the Maker or any other person liable hereon,
or (iv) a receiver, trustee or liquidator is appointed over or execution levied
upon any property of the Maker or (v) proceedings are instituted by or against
the Maker or any other person liable hereon under any bankruptcy, insolvency,
reorganization or other law relating to the relief of debtors, including without
limitation the United States Bankruptcy Code, as amended, or (vii) there shall
occur any liquidation, dissolution or winding up of the Maker, (viii) the Maker
makes any misrepresentation or breaches any warranties made to the Holder in
connection with any loans extended by the Holder to the Maker, then, and in each
such event, the Holder may, at its option, without notice or demand, declare the
remaining unpaid principal balance of this Promissory Note and all accrued
interest thereon immediately due and payable in full.

     Any amount hereunder which is not paid when due, whether at stated
maturity, by acceleration or otherwise, shall bear interest from the date when
due until paid at the lesser of (a) the foregoing rate per annum plus four
percentage points or (b) the maximum rate permitted by law, said interest to be
compounded annually and computed on the basis of a 360-day year consisting of
twelve 30 day months.

     All payments made hereunder shall be made in lawful currency of the United
States of America to Wilmington Trust Company, Wilmington, Delaware, ABA Routing
Number 031-100-092, Account of Cogentrix Delaware Holdings, Inc., Account Number
32561-4, Attn: Christopher Monigle, or at such other place as the Holder may
designate in writing. All payments made hereunder, whether a scheduled payment,
prepayment, or payments as a result of acceleration, shall be allocated first to
accrued but unpaid interest, and then to payments of principal remaining
outstanding hereunder.


<PAGE>

     Maker agrees to pay all reasonable costs of collection, including
attorneys' fees paid or incurred by the Holder in enforcing this Promissory Note
on default or the rights and remedies herein provided.

     This Promissory Note is made pursuant to the provisions of the Exchange
Agreement (the "Exchange Agreement") dated as of January 2, 12000, between the
Maker and the Holder. This Promissory Note is subject to mandatory prepayment,
in whole or in part, as provided in the Exchange Agreement. The Maker may prepay
this Promissory Note in whole or in part without premium or penalty.

     The Maker, for itself and for any guarantors, sureties, endorsers and/or
any other person or persons now or hereafter liable hereon, if any, hereby
waives demand of payment, presentment for payment, protest, notice of nonpayment
or dishonor and any and all other notices and demands whatsoever, and any and
all delays or lack of diligence in the collection hereof, and expressly consents
and agrees to any and all extensions or postponements of the time of payment
hereof from time to time at or after maturity and any other indulgence and
waives all notice thereof.

     This Promissory Note shall be governed by and construed and enforced in
accordance with the laws of the State of North Carolina.

     Holder acknowledges and agrees that all Maker's obligations arising under
this Promissory Note (the "Subordinated Debt"), including without limitation the
payment of any principal of (and premium, if any) and interest, are hereby
expressly subordinated, to the extent and in the manner hereinafter provided, in
right of payment to the prior indefeasible payment in full of all Senior Debt
(as defined below), and that all liens in favor of Holder under the Subordinated
Debt are hereby expressly subordinated, to the extent and in the manner
hereinafter provided, in right of priority and enforcement to the liens of the
holders of the Senior Debt. The following subordination is for the benefit of
each present or future holder of Senior Debt (collectively "Senior Creditors"),
and Holder and each future holder of any Subordinated Debt (collectively "Junior
Creditors") agrees that, notwithstanding any provisions to the contrary
contained in this Promissory Note:

1.   Payments or Distributions. Until such time as all amounts owing under the
     Senior Debt are indefesibly paid in full, Maker shall not be required to
     make, and the Junior Creditors shall not be entitled to require or receive,
     any payments of principal or interest (including regularly scheduled
     payments, Annual Mandatory Prepayments (as defined in the Exchange
     Agreement), payments on account of Prepayment Events (as defined in the
     Exchange Agreement), or payments due on account of acceleration), including
     payments in cash, securities, or other property:

     (a)  From the time Maker has received written notice from CoBank, ACB or
          other Senior Creditor of the occurrence of an Event of Default or a
          Potential Default under the Senior Debt until the time Maker receives
          written notice from CoBank or other Senior Creditor that such Event of
          Default or Potential Default has been cured or waived; or

<PAGE>

     (b)  During any Fiscal Year of Maker in an amount greater than the sum of
          (A) (i) 70% of the amount by which Maker's EBITDA during such Fiscal
          Year exceeds $15,000,000.00, less (ii) the actual amount of principal
          and interest payments made by Maker to Junior Creditors in respect of
          the Subordinated Debt during such Fiscal Year plus (B) commencing on
          December 1, 2003, the amount of the installment amount required to be
          paid in such Fiscal Year pursuant to the first paragraph of this Note.
          The term "EBITDA" shall mean for any Fiscal Year, the sum of (y) net
          income after taxes, determined in accordance with generally accepted
          accounting principals in the United States ("GAAP") plus (z) an amount
          which, in the determination of net income for such period, has been
          deducted for (i) interest expense, (ii) total federal, state, local
          and foreign income, value added and similar taxes, and (iii)
          depreciation and amortization expense, all as determined in accordance
          with GAAP; or

     (c)  Until such time Maker's final annual audited financial statements are
          available and the calculations required in subparagraph 1(b) above
          have been made.

2.   Taking of Enforcement Action. Until such time as all amounts owing under
     the Senior Debt are indefesibly paid in full, and notwithstanding any right
     or remedy available to Junior Creditors under any of the agreements with
     respect to the Subordinated Debt ("Junior Creditor Agreements"), applicable
     law or otherwise, Junior Creditors shall not, directly or indirectly take
     any of the following actions:

     (a)  accelerate this Note or any of the Subordinated Debt unless and until
          the Senior Debt shall have been accelerated;

     (b)  seek to collect from Maker (including, without limitation, from or
          against any property which is part of Maker's assets securing the
          Subordinated Debt or the Senior Debt ("Collateral")) any of the
          subordinated Debt; or exercise any of its rights or remedies upon a
          default by Maker under the Junior Creditor Agreements or otherwise;

     (c)  seek to assert any claim or interest in any Collateral;

     (d)  commence, prosecute or participate in any administrative, legal or
          equitable action or proceeding against Maker or its properties seeking
          any reorganization, arrangement, composition, readjustment,
          liquidation, bankruptcy or any other action involving the readjustment
          of all or any part of Maker's obligations, or other similar relief
          under the U.S. Bankruptcy Code or any present or future statute, law
          or regulation relative to either Maker or its properties or any
          proceedings for voluntary liquidation, dissolution or other winding up
          of Maker's businesses or the appointment of any trustee, receiver or
          liquidator for Maker or any part of its properties or any assignment
          for the benefit of creditors or any marshalling of assets of Maker; or

     (e)  take any other action against Maker or the Collateral, or otherwise
          directly or


<PAGE>

          indirectly interfere with any Collateral or Senior Creditor's rights
          and interest therein and thereto.

3.   Liquidation; Dissolution; Bankruptcy. Upon any distribution to creditors of
     Maker in a liquidation, dissolution, winding up or reorganization, or in a
     bankruptcy, reorganization, insolvency, receivership or similar proceeding
     relating to Maker or its property:

     (a)  Holders of the Senior Debt shall be entitled to receive indefeasible
          payment in full in cash of the principal of, and interest (including,
          without limitation, interest accruing after the commencement of any
          such proceeding) and other amounts payable through the date of payment
          on, the Senior Debt before any Junior Creditors shall be entitled to
          receive any payment of indebtedness evidenced by the Subordinated Debt
          and any payment of principal of (and premium, if any) and interest on
          any Subordinated Debt (whether or not there has been at that time a
          default in the Senior Debt); and

     (b)  Until the Senior Debt is indefeasibly paid in full in cash, any
          distribution to which any Junior Creditors would be entitled but for
          these subordination provisions, shall be made to the Senior Creditors
          (whether or not there has been at that time a default in the Senior
          Debt).

4.   Payment Over of Payments or Distributions. In the event any payments of
     principal or interest is made to any Junior Creditors that because of these
     subordination provisions should not have been made to them, or in the event
     of any distribution, division, or application, partial or complete,
     voluntary or involuntary, by operation of law or otherwise, of all or any
     part of the assets of Maker or the proceeds thereof to the creditors of
     Maker or readjustment of the obligations and indebtedness of Maker, whether
     by reason of liquidation, bankruptcy, arrangement, receivership, assignment
     for the benefit of creditors, marshalling of assets of Maker or any other
     action or proceeding involving the readjustment of all or any part of the
     Subordinated Debt or the application of the assets of Maker to the payment
     or liquidation thereof, or upon the dissolution or other winding up of
     Maker's business, or upon the sale of all or substantially all of Maker's
     assets, then, and in any such event, Junior Creditors agree that:

     (a)  Senior Creditor shall first receive indefeasible payment in full in
          cash of all of the Senior Debt (including, without limitation,
          interest after the commencement of any such liquidation, dissolution
          or bankruptcy at the rate specified in the applicable Senior Debt,
          whether or not such interest is an allowable claim in any such
          proceeding), and

     (b)  Senior Creditor shall be entitled to receive any payment or
          distribution of any kind or character, whether in cash, securities or
          other property, (including, without limitation, interest after the
          commencement of any such liquidation, dissolution or bankruptcy at the
          rate specified in the applicable Subordinated Debt, whether or not
          such interest is an allowable claim in any such proceeding) which
          would be payable or deliverable in respect of any or all of the
          Subordinated Debt.


<PAGE>

     (c)  In order to enable Senior Creditor to enforce its rights hereunder,
          Senior Creditor is hereby irrevocably authorized and empowered (in its
          own name or in the name of Junior Creditors or otherwise), but shall
          have no obligation to:

          (i)  enforce claims comprising any of the Subordinated Debt by proof
               of debt, proof of claim, suit or otherwise;

          (ii) demand, sue for, collect and receive any assets of Maker
               distributed, divided or applied by way of payment, or any other
               property or interest issued, on account of any of the
               Subordinated Debt and apply the same, or the proceeds of any
               realization upon the same, to any of the Senior Debt;

         (iii) vote any claims comprising any of the Subordinated Debt to
               accept or reject any plan of partial or complete liquidation,
               reorganization, arrangement, composition or extension; and/or

          (iv) take generally any action which Junior Creditors might otherwise
               be entitled to take, as Senior Creditor may deem necessary or
               advisable for the enforcement of its rights or interests
               hereunder.

     (d)  To the extent necessary for Senior Creditor to realize the benefits of
          the subordination of the Subordinated Debt provided for herein
          (including the right to receive any and all payments and distributions
          which might otherwise be payable or deliverable with respect to the
          Subordinated Debt in any proceeding described in this Section 4 or
          otherwise), Junior Creditors will execute and deliver to Senior
          Creditor such instruments or documents (together with such assignments
          or endorsements as Senior Creditor shall deem necessary), as may be
          reasonably requested by Senior Creditor.

     (e)  Any such payments or distributions or security or instruments or the
          proceeds thereof shall be received and held by the Junior Creditors in
          trust, as trustee, for the benefit of the Senior Creditor, segregated
          from other funds and property of the Junior Creditors and the Junior
          Creditors shall forthwith deliver the same to the Senior Creditor
          (together with any endorsement or assignment of Junior Creditors where
          necessary), for application to any of the Senior Debt. In the event of
          the failure of the Junior Creditors to make any such endorsement or
          assignment to the Senior Creditor, the Senior Creditor, or any of its
          officers or employees, are hereby irrevocably authorized on behalf of
          Junior Creditors to make such endorsement.

5.   No Contest of Senior Creditor Liens/Priority. Junior Creditors agree that
     they shall not contest the validity, perfection priority or enforceability
     of the liens granted to or held by the Senior Creditor upon the Collateral
     and that, as between the Senior Creditor and the Junior Creditors, the
     terms of these Subordination Provisions shall govern even if part or all of
     the Senior Debt or the liens securing payment and performance thereof are
     avoided, disallowed, set aside or otherwise invalidated in any judicial
     proceeding or otherwise.


<PAGE>

     Notwithstanding the time, order, or method of attachment or perfection of
     the pledges, liens or security interests granted thereby or the time or
     order of filing or recording of financing statements or other evidence of
     pledges, liens or security interests, and notwithstanding anything
     contained in any such filing or agreement to which the Senior Creditor
     and/or the Junior Creditors may now or hereafter be a party, the pledges
     of, security interests in, and other liens upon the Collateral granted to
     or held by the Senior Creditor have and shall have priority over the
     pledges of, security interests in, and other liens upon the Collateral
     granted to, or held by, the Junior Creditors, and the liens of the Senior
     Creditor therein shall have such priorities to the full extent of the
     Senior Debt secured thereby at any time and from time to time outstanding.

6.    Defined Terms:

     "Senior Debt" means (a) all principal, interest, loan fees, Certificate
     purchase obligations of Village Farms, L.P., Funding Losses, Additional
     Costs, indemnification obligations, attorneys' fee payment obligations, and
     all expenses, charges and other amounts payable by Maker pursuant to the
     Guaranty to CoBank ACB of the obligations of Village Farms, L.P. under the
     Consolidated, Amended and Restated Loan Agreement ("CoBank Loan Agreement")
     dated as of January 2, 2000, by and between CoBank, ACB and Village Farms,
     L.P., and any related notes, any related security agreements and any other
     related documents, all as now in effect or as amended from time to time;
     and (b) any and all renewals, extensions, refundings, amendments and
     modifications of any of the foregoing.

7.   CoBank, ACB shall be deemed to be a third party beneficiary of the
     foregoing subordination provisions.



<PAGE>


     IN WITNESS WHEREOF, the undersigned has duly caused this Promissory
Note to be executed and delivered as of the date first written above.

                                           ECOSCIENCE CORPORATION


                                      By:
                                          -------------------------------------
                                      Name:
                                      Title:




<PAGE>


                                                                Promissory Note
                                                                     Schedule I

                               LOANS AND PAYMENTS


                                                 Unpaid
                        Principal    Interest    Principal        Notations
Date                    Payments     Payment     Balance          Made by
---------------------- ------------ ----------- ---------------- ---------------