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                                                                EXHIBIT 10.135





                       VILLAGE FARMS OF BUFFALO, L.P.




                            AMENDED AND RESTATED
                      AGREEMENT OF LIMITED PARTNERSHIP









                        Dated as of September 4, 1997











     THE LIMITED PARTNERSHIP INTEREST REPRESENTED HEREBY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES AND HAVE BEEN
OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENT OF THE ACT AND SUCH LAWS.  THE LIMITED PARTNERSHIP
INTEREST IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY BE TRANSFERRED ONLY IN A MANNER WHICH IS IN COMPLIANCE
WITH THE PROVISIONS OF THIS AGREEMENT, AND MAY ONLY BE
TRANSFERRED IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT OR
EXEMPT FROM SUCH REGISTRATION.

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                       TABLE OF CONTENTS
                                
                           ARTICLE I
                                
                          DEFINITIONS

     1.1     Certain Defined Terms                                2
     1.2     Other Definitional Provisions                       13

                                
                           ARTICLE II
                                
                       GENERAL PROVISIONS

     2.1     Formation of Partnership                            14
     2.2     Name of the Partnership                             14
     2.3     Business of the Partnership                         14
     2.4     Registered Office of the Partnership                14
     2.5     Liability of the Partners Generally                 14
     2.6     Office of the Partnership                           15
     2.7     Duration of the Partnership                         15

                                
                           ARTICLE III
                                
                      CAPITAL CONTRIBUTIONS
                                
     3.1     Capital Contributions                               15
     3.2     Additional Capital Contributions                    16
     3.3     Conditions                                          16
     3.4     Interest                                            18
     3.5     Withdrawals of Capital                              18
     3.6     Additional Capital Contributions                    18

                                
                           ARTICLE IV
                                
                ALLOCATION OF PROFITS AND LOSSES

     4.1     Profits and Losses                                  19
     4.2     Capital Account Balances                            20
     4.3     Minimum Gain Chargeback                             20
     4.4     Nonrecourse Deductions                              21
     4.5     Partner Nonrecourse Deductions                      21
     4.6     Qualified Income Offset                             21
     4.7     Curative Allocations                                21
     4.8     Tax Allocations                                     21

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     4.9     Property Subject to 704(b) and 704(c)               21
     4.10    Limitations                                         21

                                
                            ARTICLE V
                                
                          DISTRIBUTIONS

     5.1     Distribution of Net Distributable Cash              22
     5.2     Default Allocations for Cogentrix                   22
     5.3     Default Allocations for VF                          23

                                
                           ARTICLE VI
                                
                           MANAGEMENT

     6.1     Management of the Partnership                       24
     6.2     Fundamental Matters                                 24
     6.3     Officers of the Partnership                         28
     6.4     No Compensation; Reimbursement                      28
     6.5     Insurance                                           28
     6.6     Cooperation on Tax Matters                          28

                                
                           ARTICLE VII
                                
                BOOKS, RECORDS AND BANK ACCOUNTS

     7.1     Books and Records                                   29
     7.2     Accounting Basis and Fiscal Year                    29
     7.3     Reports                                             29
     7.4     Bank Accounts                                       30
     7.5     Tax Returns                                         30
     7.6     Tax Elections                                       30
     7.7     Tax Matters Partner                                 30
     7.8     Withholdings                                        31

                                
                          ARTICLE VIII

                      TRANSFER OF INTERESTS

     8.1     Transfer of a Partner's Interest                    31

                                   ii

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                           ARTICLE IX
                                
           ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS

     9.1     Additional Partners                                 32
     9.2     Withdrawal of Partners                              32

                                
                            ARTICLE X
                                
                   DISSOLUTION AND LIQUIDATION

     10.1    Events of Dissolution                               34
     10.2    Distributions Upon Liquidation                      34

                                
                           ARTICLE XI
                                
                       DISPUTE RESOLUTION

     11.1    Arbitration                                         36
     11.2    Buy/Sell Option                                     36

                                
                           ARTICLE XII
                                
                          MISCELLANEOUS

     12.1    Distributions and Notices                           37
     12.2    Disclosure Obligations                              38
     12.3    Successors and Assigns                              38
     12.4    Amendments                                          38
     12.5    Partition                                           38
     12.6    No Waiver                                           38
     12.7    Entire Agreement                                    39
     12.8    Captions                                            39
     12.9    Counterparts                                        39
     12.10   Applicable Law                                      39
     12.11   Severability                                        39
     
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                       LIST OF SCHEDULES

Schedule 1.1(a)          Calculation of Internal Rate of Return
Schedule 1.1(b)          Project Budget
Schedule 1.1(c)          Project Documents
Schedule 1.1(d)          Site
Schedule 6.3             Initial Officers of the Partnership

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                      AMENDED AND RESTATED
                AGREEMENT OF LIMITED PARTNERSHIP


     This Amended and Restated Agreement of Limited Partnership
dated as of September 4, 1997 of VILLAGE FARMS OF BUFFALO, L.P.
(the "Partnership") is by and among COGENTRIX OF BUFFALO, INC., a
Delaware corporation ("Cogentrix GP" and a "General Partner"),
COGENTRIX GREENHOUSE INVESTMENTS, INC., a Delaware corporation
("Cogentrix LP" and a "Limited Partner"), VILLAGE FARMS OF
DELAWARE, L.L.C., a Delaware limited liability company ("VF
Delaware" and a "General Partner"), and VILLAGE FARMS, L.L.C., a
Delaware limited liability company ("VF" and a "Limited
Partner").

     The Partners are parties to an Agreement of Limited
Partnership dated as of June 16, 1997 (the "Original Agreement")
pursuant to which they formed the Partnership.  The Partners
desire to amend and restate the Original Agreement by entering
into this Agreement.

     VF Delaware is a Delaware limited liability company owned
99% by Agro Power Development, Inc., a New York corporation
("Agro Power"), and 1% by VF.  VF is a Delaware limited liability
company owned 99% by Agro Power and 1% by VF Delaware.  Agro
Power has entered into agreements and instruments (as more fully
defined hereafter, the "Project Documents") related to the
development and operation of a venlo style greenhouse located in
the vicinity of Buffalo, New York for the purpose of producing
and selling tomatoes (as more fully defined hereafter, the
"Project").  In order to continue with the development of the
Project and obtain financing for construction and working capital
needs, Agro Power desires that Cogentrix GP and Cogentrix LP
contribute in the aggregate $2,740,700 to the Project.  In order
to encourage Cogentrix to contribute such funds to the Project,
Agro Power has agreed (1) to cause VF Delaware and VF to form the
Partnership with Cogentrix GP and Cogentrix LP pursuant to which
all Project Documents will be assigned to the Partnership, as VF
Delaware's contribution to the Partnership, in exchange for a 1%
interest in the Partnership, and likewise as VF's contribution to
the Partnership in exchange for a 49% interest in the
Partnership, (2) that, in exchange for a contribution to the
capital of the Partnership of $980 by Cogentrix LP, Cogentrix LP
will receive a 49% interest in the Partnership, and (3) that, in
exchange for a contribution to the capital of the Partnership of
$20 by Cogentrix GP, Cogentrix GP will receive a 1% interest in
the Partnership.  Cogentrix GP and Cogentrix LP have agreed to
make such contributions to the capital of the Partnership on the
terms and conditions set forth herein.

     Accordingly, in consideration of the covenants and
agreements contained herein and other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, and intending to be legally bound, the parties
hereto hereby agree as follows:

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                              ARTICLE I
                             DEFINITIONS

     1.1  Certain Defined Terms.

      As  used  in this Agreement, the following terms  have  the
following meanings (such definitions to be equally applicable  to
both singular and plural forms of the terms defined):

     "Abandonment" has the meaning set forth in subsection
6.2(e).

     "Adjusted Capital Account Deficit" means, with respect to
any Partner, the deficit balance, if any, in such Partner's
Capital Account as of the end of the relevant fiscal year, after
giving effect to the following adjustments:

       (a)     Credit to such Capital Account any amounts which
     such Partner is obligated to restore pursuant to any
     provision of this Agreement or is deemed to be obligated to
     restore pursuant to the penultimate sentence of Regulations
     Section 1.704-2(g)(1) and 1.704-2(i)(5); and

       (b)     debit to such Capital Account the items described
     in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and
     (6).

The foregoing definition of Adjusted Capital Account Deficit is
intended to comply with the provisions of Regulations Section
1.704-1(b)(2)(ii)(d) and shall be interpreted consistently
therewith.

     "Adverse Consequence" means all actions, suits, proceedings,
hearings, investigations, charges, complaints, claims, demands,
injunctions, judgments, orders, decrees, rulings, damages, dues,
penalties, fines, costs, amounts paid in settlement, liabilities,
obligations, Taxes, liens, losses, expenses and fees, including,
but not limited to, court costs, arbitral costs, costs of
investigation, and attorneys' fees.

     "Affiliate" of any designated Person, means each Person
which, directly or indirectly, controls or is controlled by or is
under common control with such designated Person and, without
limiting the generality of the foregoing, shall include (a) any
Person which beneficially owns or holds ten percent (10%) or more
of any class of voting securities of such designated Person or
ten percent (10%) or more of the equity interest in such
designated Person and (b) any Person of which such designated
Person beneficially owns and holds ten percent (10%) or more of
any class of voting securities or in which such designated Person
beneficially owns or holds ten percent (10%) or more of the
equity interest.  For the purposes of this definition, the terms
"controls", "controlled by" and "under common control with," as
used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether
through the ownership of voting securities or by contract or
otherwise.  Notwithstanding the foregoing, neither Cogentrix GP

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or Cogentrix LP, on the one hand, nor VF Delaware or VF, on the
other hand, shall be deemed to be Affiliates of one another.

     "After-Tax" means after deducting Cogentrix GP's or
Cogentrix LP's, as applicable, notional project Federal and state
income tax.  As used in this definition of After-Tax, the
notional project Federal and state income tax of Cogentrix GP and
Cogentrix LP shall be calculated as follows:

          (a)  The Partnership's taxable income would be
     calculated from the Schedule K most recently filed with the
     Internal Revenue Service (or the appropriate successor form
     or schedule), which for purposes of clarity would include
     operating income as shown on such Schedule and all
     separately stated items of income or loss (except tax exempt
     income) as shown on such Schedule.

          (b)  Assuming the Partnership were taxable as a for-
     profit corporation, the Partnership's Federal and state
     income tax would be determined based on the taxable income
     calculated in (a).  For these purposes, it will be assumed
     that all of the Partnership's taxable income shall be taxed
     at a blended Federal/state rate of 38% (subject to
     adjustment upward or downward, as applicable, to reflect
     changes in the highest marginal corporate Federal tax rate).

          (c)  The Partnership's notional income tax obligation
     as calculated in (b) shall be (i) reduced by tax credits
     available to be utilized to offset the current year's
     Federal or state income tax obligation and (ii) allocated
     among the Partners in the same manner as Profits and Losses
     are allocated among the Partners under Article IV hereof.

Provided that, for each quarter end and at year end until such
time as the Partnership has filed a Schedule K with the Internal
Revenue Service and a true-up of taxable income has occurred,
notional project Federal and state income tax for Cogentrix GP
and Cogentrix LP shall be calculated by multiplying Estimated
Taxable Income allocated to Cogentrix GP and Cogentrix LP under
Article IV hereof, as the case may be, by 38% (subject to
adjustment upward or downward, as applicable, to reflect changes
in the highest marginal corporate Federal tax rate).

     "Agreement" means this Amended and Restated Agreement of
Limited Partnership, as further amended, supplemented or
otherwise modified and in effect from time to time.

     "Agro Power" means Agro Power Development Inc., a New York
corporation with offices at 10 Alvin Court, East Brunswick, New
Jersey  08816.

     "Agro Power Investment" means all cash contributions to the
capital of the Partnership made by VF Delaware and VF pursuant to
this Agreement.

     "Appraisal Procedure" means a procedure whereby two
independent appraisers, one chosen by each General Partner, shall
agree upon the determinations then the subject of appraisal.
Each General Partner shall deliver a written notice to the other

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appointing its appraiser within 15 days after receipt from the
other of a written notice appointing its appraiser.  Each
appraiser then shall prepare a written appraisal with respect to
the determinations which then are the subject of appraisal.  If
within 30 days after appointment of the two appraisers they are
unable to agree upon the amount in question, a third independent
appraiser shall be chosen within 10 days thereafter by the mutual
consent of such first two appraisers or, if such first two
appraisers fail to agree upon the appointment of a third
appraiser, such appointment shall be made by the American
Arbitration Association, or any organization successor thereto,
from a panel of arbitrators having experience in the business of
operating a hydroponic hot house and marketing the product
produced therein and a familiarity with equipment used or
operated in such business.  The decision of the third appraiser
so appointed and chosen shall be given within 30 days after the
selection of such third appraiser.  If three appraisers shall be
appointed and the determination of one appraiser is disparate
from the median by more than twice the amount by which the other
determination is disparate from the median, then the
determination of such appraiser shall be excluded, the remaining
two determinations shall be averaged and such average shall be
binding and conclusive on the General Partners; otherwise the
average of all three determinations shall be binding and
conclusive on the General Partners.  (For example, if the two
appraisers appointed by the General Partners determine a value of
$100 and $200, and the third appraiser determines a value of
$150, then the value in question shall be conclusively determined
to be $150 ($100 + $200 + $150 divided by 3).  As a further
example, consider the first example but the third appraiser
places a value of $190.  In this case, the $100 valuation shall
be disregarded and the value shall be conclusively determined to
be $195 ($190 + $200 divided by 2).  The $100 valuation is
disregarded because the median of the three appraisers was $190
and the difference between $100 and $190 is $90, which is more
than twice the difference between $200 and $190 which is $10,
which multiplied by two is $20.)  If a General Partner shall
appoint an appraiser and the other Person shall fail to appoint
an appraiser in the manner specified herein, the determination of
the appraiser so appointed shall be binding and conclusive on the
General Partners.  The expenses of the appraisal procedure shall
be borne solely by the Partnership.

     "Budgets" has the meaning set forth in subsection 6.2(i).

     "Business Day" means a day other than a Saturday, a Sunday
or any other day on which commercial banks in New York, North
Carolina or New Jersey are authorized or required by law or
executive order to be closed.

     "Buy-Out Offer" has the meaning set forth in Section 11.2.

     "Buy-Out Offeree" has the meaning set forth in Section 11.2.

     "Buy-Out Offeror" has the meaning set forth in Section 11.2.

     "Capital Account" means, with respect to any Partner, the
capital account maintained for such Partner in the Partnership
Books in accordance with the following provisions:

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            (a)     To each Partner's Capital Account there shall
     be credited such Partner's Capital Contributions, such
     Partner's distributive share of Profits and any other items
     in the nature of income or gain which are allocated under
     this Agreement.

            (b)     To each Partner's Capital Account there shall
     be debited the amount of cash and the Gross Asset Value of
     any property (other than money) (net of any liabilities
     assumed by such Partner or to which the property is subject)
     distributed to such Partner pursuant to any provision of
     this Agreement, and such Partner's distributive share of
     Losses and any other items in the nature of deductions or
     losses which are allocated under this Agreement.

            (c)     In the event all or a portion of an interest
     in the Partnership is transferred in accordance with the
     terms of this Agreement in a transaction that does not
     result in a termination of the Partnership under Code
     Section 708(b)(1)(B), the transferee shall succeed to the
     Capital Account of the transferor to the extent it relates
     to the transferred interest.

            (d)     In determining the amount of any liability
     for purposes of clause (a) and clause (b) hereof, there
     shall be taken into account Code Section 752(c) and any
     other applicable provisions of the Code and the Regulations.

            (e)     If a Partner owns more than one Partnership
     Interest, one Capital Account shall be maintained for the
     Partnership Interests of the Partner.

            (f)     Each Partner's Capital Account shall in all
     other respects be maintained in accordance with the
     provisions of Regulations Section 1.704-1(b).

The foregoing provisions and the other provisions of this
Agreement relating to the maintenance of capital accounts are
intended to comply with Regulations Section 1.704-1(b), and shall
be interpreted and applied in a manner consistent with such
Regulations.

     "Capital Contribution" means, with respect to any Partner,
the amount of money and the initial Gross Asset Value of any
property (other than money) (net of any liabilities assumed by
the Partnership or to which the property is subject) contributed
to the Partnership with respect to any Partnership Interest held
by such Partner pursuant to the terms of this Agreement.

     "Capital Lease" means any lease of property, real or
personal, which in accordance with GAAP, would be required to be
capitalized on a balance sheet of the lessee.

     "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

     "Cogentrix GP Designee" has the meaning set forth in Section
6.1(a).

     "Cogentrix GP" means Cogentrix of Buffalo, Inc., a Delaware
corporation.

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     "Cogentrix Investment" means (a) the respective Initial
Capital Contribution of Cogentrix GP and Cogentrix LP and (b) all
subsequent contributions to the capital of the Partnership made
by Cogentrix GP or Cogentrix LP (as the case may be) pursuant to
this Agreement in excess of any Agro Power Investment.

     "Cogentrix LP" means Cogentrix Greenhouse Investments, Inc.,
a Delaware corporation.

     "Commonly Controlled Entity" means, with respect to any
Person, an entity, whether or not incorporated, which is under
common control with such Person within the meaning of Section
414(b) or (c) of the Code.

     "Construction Agreement" means the Commercial Design and
Construction Contract dated as of July 30, 1997 between the
Partnership and Agro Power for the construction of the Project,
as it may be amended, supplemented or otherwise modified and in
effect from time to time.

     "Construction/Term Facility" means a loan facility in the
amount of $10,962,800 provided by the Construction/Term Lender
pursuant to the Project Loan Documents.

     "Construction/Term Lender" means Village Farms International
Finance Association or its successor under the Construction/Term
Facility.

     "Cumulative Distributions to Cogentrix" means the aggregate,
cumulative distributions of Net Distributable Cash received by
Cogentrix GP and Cogentrix LP from the Partnership.

     "Cumulative Distributions to VF" means the aggregate,
cumulative distributions of Net Distributable Cash received by VF
Delaware and VF from the Partnership.

     "Delaware Act" means the Delaware Revised Uniform Limited
Partnership Act, 6 Del.C. Section 17-101, et seq., as it may be 
amended from time to time and any successor to such Act.

     "Depreciation" means, for each fiscal year or other period,
an amount equal to the deprecation, amortization, or other cost
recovery deduction allocable with respect to an asset for such
period, except that if the Gross Asset Value of an asset differs
from its adjusted basis for Federal tax purposes at the beginning
of such period, Depreciation shall be an amount which bears the
same ratio to such beginning Gross Asset Value as the Federal
income tax depreciation, amortization or other cost recovery
deduction for such period bears to such beginning adjusted tax
basis; provided that if the Federal income tax depreciation,
amortization, or other cost recovery deduction for such period is
zero, Depreciation shall be determined with reference to such
beginning Gross Asset Value using any reasonable method selected
by the Management Committee.

     "Dollars" and "$" means dollars in lawful currency of the
United States of America.

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     "Equity Funding Date" means the day on which all of the
conditions to the initial drawdown under the Construction/Term
Loan Facility (other than the contributions to the capital of the
Partnership to be made by Cogentrix GP and Cogentrix LP under
Section 3.2) have been met to the satisfaction of the
Construction/Term Lender.

     "ERISA" means the Employment Retirement Income Security Act
of 1974, as amended from time to time.

     "ERISA Affiliate" means, with respect to any Person, any
corporation or trade or business which is a member of the same
controlled group of corporations (within the meaning of Section
414(b) of the Code) as such Person or is under common control
(within the meaning of Section 414(c) of the Code) with such
Person.

     "Estimated Taxable Income" means book income of the
Partnership computed in accordance with GAAP adjusted to reflect
the estimated depreciation and amortization timing differences
between financial reporting and income tax reporting.

     "First Priority Return" means the receipt by Cogentrix GP
and Cogentrix LP of cash distributions from Net Distributable
Cash in an aggregate amount sufficient to provide each of
Cogentrix GP and Cogentrix LP, as the case may be, with an
Internal Rate of Return on its respective Cogentrix Investment
hereunder of [xxx]% calculated in accordance with Schedule 1.1(a)
(it being understood that any amounts which are part of Cogentrix
Investment pursuant to subsection (b) of the definition of
Cogentrix Investment shall only be entitled to such return from
the date they are actually paid or made).

     "GAAP" means generally accepted accounting principles as in
effect from time to time in the United States.

     "General Partner" means each of Cogentrix GP and VF Delaware
and any Person admitted to the Partnership as an additional
General Partner in accordance with the provisions of this
Agreement, until such time as such Person ceases to be a general
partner of the Partnership as provided herein or in the Delaware
Act.

     "Governmental Authority" means any nation or government, any
state or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

     "Gross Asset Value" means, with respect to any asset, the
asset's adjusted basis for Federal income tax purposes, except as
follows:

          (a)  The initial Gross Asset Value of any asset
     contributed by a Partner to the Partnership shall be the
     gross fair market value of such asset, as determined by
     agreement of the Partners;

                                7

---------------
[xxx]  These portions of this exhibit have been omitted and filed
       separately with the Commission pursuant to a request for
       confidential treatment.

<PAGE>   13

          (b)  The Gross Asset Value of all Partnership assets
     shall be adjusted to equal their respective gross fair
     market values, as determined by agreement of the Partners,
     and in the event the Partners fail to so agree, as
     determined by the Appraisal Procedure, as of the following
     times:  (i) The acquisition of an additional interest in the
     Partnership by any new or existing Partner in exchange for
     more than a de minimis Capital Contribution; (ii) the
     distribution by the Partnership to a Partner of more than a
     de minimis amount of property as consideration for an
     interest in the Partnership if the Management Committee
     reasonably determines that such adjustment is necessary or
     appropriate to reflect the relative economic interests of
     the Partners in the Partnership; and (iii) the liquidation
     of the Partnership within the meaning of Regulations Section
     1.704-1(b)(2)(ii)(g);

          (c)  The Gross Asset Value of any Partnership asset
     distributed to any Partner shall be the gross fair market
     value of such asset on the date of distribution as
     determined by agreement of the Partners and, in the event
     the Partners fail to so agree, as determined by the
     Appraisal Procedure;

          (d)  The Gross Asset Values of Partnership assets shall
     be increased (or decreased) to reflect any adjustments to
     the adjusted basis of such assets pursuant to Code Section
     734(b) or Code Section 743(b), but only to the extent that
     such adjustments are taken into account in determining
     Capital Accounts pursuant to Regulations Section 1.704-
     1(b)(2)(iv)(m); provided, however, that Gross Asset Values
     shall be adjusted to the extent the Partners agree (and in
     the event the Partners fail to so agree, as determined by
     the Appraisal Procedure) that an adjustment pursuant to
     clause (ii) of this definition is necessary or appropriate
     in connection with a transaction that would otherwise result
     in an adjustment pursuant to clause (iv) of this definition.
     If the Gross Asset Value of an asset has been determined or
     adjusted pursuant to clauses (i) and (ii) of this definition
     or clause (iv) of this definition, such Gross Asset Value
     shall thereafter be adjusted by the Depreciation taken into
     account with respect to such asset; and

          (e)  The Gross Asset Value of any asset owned
     indirectly by the Partnership through a subsidiary
     partnership shall be determined pursuant to the terms of the
     partnership agreement for such subsidiary partnership.

     "Indebtedness" means, with respect to any Person,
(a) indebtedness of such Person for borrowed money or for the
deferred purchase price of property or of services (other than
obligations under agreements for the purchase of goods and
services in the normal course of business which are not more than
30 days past due; (b) obligations of such Person under Capital
Leases; (c) obligations of such Person pursuant to interest
hedging transactions; (d) obligations of such Person in respect
of letters of credit; (e) obligations of such Person under direct
and indirect guarantees in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or
otherwise assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to in
clause (a), (b), (c) or (d) above (other than endorsements of
negotiable instruments in the ordinary course of business); and
(f) any obligations of such Person or a Commonly Controlled
Entity to a Multi-Employer Plan.  For purposes of clarity,

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<PAGE>   14

"Indebtedness" includes the obligations of the Partnership to
repay amounts borrowed under, and to pay other amounts owing
under, the Project Loan Documents.

     "Initial Capital Contribution" means, with respect to
Cogentrix GP, the amount of $20 and, with respect to Cogentrix
LP, means the amount of $980.

     "Internal Rate of Return" (whether or not capitalized) means
the return to capital calculated at each calendar quarter end in
accordance with Schedule 1.1(a), attached hereto and incorporated
herein by reference.

     "Lien" means any mortgage, deed of trust, security interest,
pledge, hypothecation, encumbrance or lien (statutory or other)
of any kind or nature whatsoever (including, without limitation,
any agreement to give any of the foregoing, any conditional sale
or other title retention agreement, any financing lease having
substantially the same economic effect as any such agreement, and
the filing of any statement under the Uniform Commercial Code or
comparable law of any jurisdiction).

     "Limited Partner" means each of Cogentrix LP and VF and any
Person who becomes a limited partner of the Partnership in
accordance with the terms of this Agreement and is shown as such
on the books and records of the Partnership.

     "Losses" has the meaning given to it in the definition of
"Profits."

     "Management Agreement" means the Management Agreement dated
the same date as this Agreement by and between the Partnership
and VF Delaware, as it may be amended, supplemented or otherwise
modified and in effect from time to time, pursuant to which VF
Delaware will provide operation and maintenance services to the
Partnership.

     "Management Committee" means the Management Committee of the
Partnership referred to in Section 6.1.

     "Marketing Agreement" means the Marketing Agreement dated
the same date as this Agreement by and between the Partnership
and VF, as it may be amended, supplemented or otherwise modified
and in effect from time to time, pursuant to which VF will agree
to market products produced by the Partnership.

     "Multi-Employer Plan" means, with respect to any Person, a
Multi-Employer Plan as defined in Section 3(37) of ERISA to which
contributions have been made by such Person or any ERISA
Affiliate and which is covered by Title IV of ERISA.

     "Net Distributable Cash" means for any period, an amount
equal to all cash received by the Partnership during such period,
including but not limited to, cash from operations, reductions in
reserves, casualty proceeds, rebates and other extraordinary
items, less (a) principal, interest and other payments made under
or pursuant to the Construction/Term Facility, (b) interest and
fees paid pursuant to the Revolving Facility, or other
borrowings, (c) all cash expenditures of and payments made by the

                               9

<PAGE>   15

Partnership, and (d) any reserves established by the Management
Committee of the Partnership, and subject to the limitations on
distributions, if any, imposed pursuant to the terms of the
Project Loan Documents.

     "Nonrecourse Deductions" shall have the meaning set forth in
Regulations Sections 1.704-2(b) and (c).  The amount of
Nonrecourse Deductions for a Partnership fiscal year equals the
excess, if any, of the net increase, if any, in the amount of
Partnership minimum gain during the fiscal year over the
aggregate amount of any distributions during that fiscal year of
proceeds of a nonrecourse liability that are allocable to an
increase in Partnership minimum gain, determined according to the
provisions of Regulations Section 1.704-2(c).

     "Operating Budget" means the business plan and budget
required to be provided to the Partnership pursuant to the
Management Agreement.

     "Operating Management Fee" means a management fee to be paid
to VF Delaware in accordance with the Management Agreement.

     "Original Agreement" means the Agreement of Limited
Partnership dated as of June 16, 1997 among the Partners.

     "Partner" means any of the General Partners or the Limited
Partners.

     "Partner Nonrecourse Deductions" shall have the meaning
specified in Regulations Section 1.704-2(i)(2).

     "Partnership" means Village Farms of Buffalo, L.P., the
limited partnership formed pursuant to this Agreement and the
filing of the Certificate of Limited Partnership with the
Delaware Secretary of State.

     "Partnership Books" means the books and records maintained
by the Partnership and reviewed within sixty (60) days of each
fiscal year end by the Management Committee, in which records and
information relating to the ownership of the Partnership, the
constituency of the Management Committee and actions taken by the
Management Committee or the Partners is maintained, including but
not limited to, a register of the Partners, each Partner's
Capital Account, each Partner's Percentage Interest, actions
taken by the Management Committee and the Partners, and this
Agreement and any amendments hereto.

     "Partnership Interest" means, with respect to any Partner,
the interest of such Partner in the Partnership, whether general
or limited, at any particular time, including the rights and
obligations of such Partner as provided in this Agreement and the
Delaware Act.

     "Partnership Percentage" means, with respect to any Partner,
at any time, the percentage specified as such Partner's
"Partnership Percentage" at the time such Partner was admitted to
the Partnership, as adjusted in accordance with the terms of this
Agreement.  The initial Partnership Percentages are as follows:

                               10

<PAGE>   16

          Cogentrix GP         1%
          Cogentrix LP        49%
          VF Delaware          1%
          VF                  49%

     "Permitted Liens" means Liens in favor of any Person other
than the Partners or any of their respective Affiliates, that (a)
arise in the ordinary course of business of the Partnership
(including, without limitation, landlord's materialmen's,
mechanic's, worker's, repairmen's and employee's Liens and
similar Liens which arise in connection with any tax, assessment,
governmental charge or levy) and (b) do not secure Indebtedness.

     "Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other
entity of whatever nature.

     "Profits" and "Losses" mean, for any period, an amount equal
to the Partnership's taxable income or loss for such period,
determined in accordance with Code Section 703(a) (for this
purpose, all items of income, gain, loss or deduction required to
be stated separately pursuant to Code Section 703(a)(1) shall be
included in taxable income or loss), with the following
adjustments:

          (a)  Income of the Partnership that is exempt from
     federal income tax and not otherwise taken into account in
     computing Profits or Losses pursuant to this definition
     shall be added to such taxable income or loss;

          (b)  any expenditures of the Partnership described in
     Code Section 705(a)(2)(B) or treated as Code Section
     705(a)(2)(B) expenditures pursuant to Regulations Section
     1.704-1(b)(2)(iv)(i), and not otherwise taken into account
     in computing Profits or Losses pursuant to this definition
     shall be subtracted from such taxable income or loss;

          (c)  gain and loss with respect to the disposition of
     any Partnership asset (both directly owned assets and assets
     owned indirectly through a subsidiary partnership) shall be
     computed with respect to the Gross Asset Value rather than
     adjusted tax basis of such asset;

          (d)  in lieu of the depreciation, amortization, and
     other cost recovery deductions taken into account in
     computing taxable income or loss, there shall be taken into
     account Depreciation for such fiscal year or other period;
     and

          (e)  in the event of an adjustment in the Gross Asset
     Value of any Partnership asset pursuant to clause (b) of the
     definition of "Gross Asset Value" herein, the amount of such
     adjustment shall be taken into account as gain or loss from
     the disposition of such asset for purposes of computing
     Profits and Losses.

                                 11

<PAGE>   17

     "Project" means an approximately 17.2-acre greenhouse to be
located on the Site on which the Partnership will produce
tomatoes for sale under the Marketing Agreement.

     "Project Assets" has the meaning set forth in Section
3.1(a).

     "Project Budget" means the pro forma budget of total Project
costs attached hereto as Schedule 1.1(b), as amended or modified
from time to time in accordance with subsection 6.2(i).

     "Project Credit Facilities" means, collectively, the
Construction/Term Facility and the Revolving Facility.

     "Project Documents" means the agreements and instruments
listed on Schedule 1.1(c) attached hereto and incorporated herein
by reference entered into in connection with the Project as the
same may be amended, supplemented or otherwise modified in
accordance with Section 6.2 hereof and in effect from time to
time.

     "Project Loan Documents" means the agreements and
instruments executed by, between or among the Partnership, the
Construction/Term Lender, the Revolver Lender, and any other
party relating to the Construction/Term Facility and/or the
Revolving Facility, as the same may be amended, supplemented or
otherwise modified in accordance with Section 6.2 hereof and in
effect from time to time.

     "Regulations" means the temporary, proposed and final
regulations under the Code and any successor provisions thereto.

     "Requirement of Law" means, as to any Person, (a) the
certificate of incorporation and by-laws or partnership agreement
or other organizational or governing documents of such Person,
and (b) any law, treaty, rule or regulation or determination of
an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its
properties or to which such Person or any of its properties is
subject and the violation of which, or which determination, could
reasonably be expected to (i) have a material adverse effect on
the business, operations, properties, condition (financial or
otherwise) or prospects of such Person or (ii) materially
adversely affect the ability of such Person to perform its
obligations under the Project Loan Documents or the Project
Documents to which it is a party.

     "Revolver Lender" means Village Farms International Finance
Association or its successor under the Revolving Facility.

     "Revolving Facility" means a loan facility in the amount of
$1,200,000 provided by the Revolver Lender pursuant to a certain
revolving credit agreement between the Revolving Lender and the
Partnership.

     "Second Priority Return" means the receipt by Cogentrix GP
and Cogentrix LP of cash distributions of Net Distributable Cash
in an aggregate amount sufficient to provide each of Cogentrix GP

                               12

<PAGE>   18

and Cogentrix LP, as the case may be, with an Internal Rate of
Return on its respective Cogentrix Investment of [xxx]% inclusive of
the First Priority Return) calculated in accordance with Schedule
1.1(a), (it being understood that any amounts which are part of
Cogentrix Investment pursuant to subsection (b) of the definition
of Cogentrix Investment shall only be entitled to such return for
the date they are actually paid or made).  For purposes of
Article V hereof, Internal Rate of Return shall be calculated at
each calendar quarter end.

     "Site" means a parcel of approximately 33 acres located in
the vicinity of Buffalo, New York and more fully described on
Schedule 1.1(d) attached hereto and incorporated herein by
reference.

     "Subsidiary" means with respect to any Person, an Affiliate
that is controlled (directly or indirectly through one or more
intermediaries) by that Person.

     "Taxes" means any and all income or gross receipt taxes,
franchise taxes, levies, imposts, duties, assessments, fees,
charges and withholdings of any nature whatsoever, whether or not
presently in existence, imposed by any Governmental Authority.

     "VF" means Village Farms, L.L.C., a Delaware limited
liability company, 99% of which is owned by Agro Power and 1% of
which is owned by VF Delaware.

     "VF Delaware" means Village Farms of Delaware, L.L.C., a
Delaware limited liability company, 99% of which is owned by Agro
Power and 1% of which is owned by VF.

     "Withdraw" or "Withdrawal", with respect to any Partner,
means a Partner ceasing to be a partner of the Partnership for
any reason, whether voluntary or involuntary, and "Withdrawn",
with respect to a Partner, means a Partner who has ceased to be a
partner of the Partnership.

     "Withdrawal Date" means the date of the Withdrawal from the
Partnership of a Withdrawn Partner.

     1.2  Other Definitional Provisions.

          (a)  All terms defined in this Agreement shall have the
     defined meanings when used in any certificate or other
     document made or delivered pursuant hereto, unless otherwise
     defined therein.

          (b)  As used herein and in any certificate or other
     document made or delivered pursuant hereto, accounting terms
     not defined in Section 1.1, and accounting terms partly
     defined in Section 1.1 to the extent not defined, shall have
     the respective meanings given to them under GAAP.

          (c)  The words "hereof," "herein" and "hereunder" and
     words of similar import when used in this Agreement shall
     refer to this Agreement as a whole and not to any particular

                                  13

-------------
[xxx]  These portions of this exhibit have been omitted and filed
       separately with the Commission pursuant to a request for
       confidential treatment.

<PAGE>   19

     provision of this Agreement, and section, schedule and
     exhibit references are to this Agreement unless otherwise
     specified.

          (d)  Unless the context requires otherwise, any
     reference in this Agreement to any of the Project Documents
     or the Project Loan Documents shall mean any of such
     documents as amended, supplemented or modified and in effect
     from time to time.


                              ARTICLE II
                          GENERAL PROVISIONS

     2.1  Formation of Partnership.  The Partners hereby confirm
the formation and establishment of a limited partnership under
the terms and provisions of this Agreement and the provisions of
the Delaware Act, and the rights and liabilities of the Partners
shall be as provided in this Agreement and in the Delaware Act.
Concurrently with the execution of the Original Agreement by VF
Delaware, VF, Cogentrix GP and Cogentrix LP, VF Delaware and
Cogentrix GP executed and filed with the Office of Secretary of
State of the State of Delaware a Certificate of Limited
Partnership in accordance with Section 17-201 of the Delaware
Act, in form and substance satisfactory to both VF Delaware and
Cogentrix GP.

     2.2  Name of the Partnership.  The name of the Partnership
shall be Village Farms of Buffalo, L.P., or such other name as
the Partners from time to time may designate.

     2.3  Business of the Partnership.  The business of the
Partnership is to develop, construct, and operate the Project.
In furtherance of its business, the Partnership shall have and
may exercise all the powers now or hereafter conferred by the
laws of the State of Delaware on partnerships formed under the
laws of that state, and shall do any and all things necessary or
desirable for the accomplishment of the above purposes.  The
Partnership shall engage in no other business except as permitted
by the Management Committee in accordance with Section 6.2 below.

     2.4  Registered Office of the Partnership.  The Partnership
shall maintain a registered office at, and the name and address
of the Partnership's registered agent in Delaware is, The
Corporation Trust Company, 1209 Orange Street, New Castle County,
Wilmington, Delaware 19801.

     2.5  Liability of the Partners Generally.

          (a)  Except as otherwise provided in the Delaware Act,
     each General Partner shall have the liabilities of a partner
     in a partnership without limited partners to Persons other
     than the Partnership and the Limited Partners.

          (b)  Except as otherwise provided in this Agreement or
     the Delaware Act, no Limited Partner (or former Limited
     Partner) shall be obligated to make any contribution of

                                 14

<PAGE>   20

     capital to the Partnership or have any liability for the
     debts and obligations of the Partnership.

     2.6  Office of the Partnership.  The Partnership shall
maintain an office and principal place of business in Buffalo,
New York.  Pursuant to the Management Agreement, the books of
account and other records with respect to the operations of the
Partnership shall be maintained at 10 Alvin Court, East
Brunswick, New Jersey  08816.  The Partnership shall not have or
maintain any office or other place of business outside of
Buffalo, New York.

     2.7  Duration of the Partnership.  The Partnership shall
commence on June 11, 1997 and shall continue until its
termination in accordance with the provisions of Article X.


                             ARTICLE III
                        CAPITAL CONTRIBUTIONS

     3.1  Capital Contributions.

          (a)  VF Delaware and VF agree to convey, grant,
     transfer and assign (or cause to be conveyed, granted,
     transferred and assigned) to the Partnership all of the
     Project Documents, all the rights of Agro Power or any
     Affiliate of Agro Power under the Project Documents and all
     the assets and business of every kind and description,
     wherever located, real, personal and mixed, tangible or
     intangible, owned or held or used by Agro Power and any
     Affiliate of Agro Power solely in connection with the
     Project (collectively, the "Project Assets").  The
     Partnership hereby assumes and agrees to pay when due all
     liabilities and obligations of Agro Power and any Affiliate
     of Agro Power with respect to the Project Assets and agrees
     to be bound by all of the terms of, and to undertake all of
     the obligations of Agro Power and any Affiliate of Agro
     Power under the Project Documents.  For the purposes of the
     initial Capital Accounts of the Partners, the Project Assets
     and Project Documents contributed or to be contributed to
     the Partnership by VF Delaware and VF shall be deemed to
     have an aggregate gross fair market value (net of
     liabilities) of $1,000.

          If any consent or approval is required in connection
     with the assignment and contribution to the Partnership
     pursuant to this subsection 3.1(a) of any Project Asset or
     any Project Document, VF Delaware and VF shall have obtained
     such consent or approval prior to such assignment and
     contribution.

          (b)  Cogentrix GP shall contribute to the Partnership
     on execution of this Agreement by all of the Partners $20 by
     wire transfer of immediately available funds to an account
     designated in writing by the Partnership.

          (c)  Cogentrix LP shall contribute to the Partnership
     on execution of this Agreement by all of the Partners $980
     by wire transfer of immediately available funds to an
     account designated in writing by the Partnership.

                               15

<PAGE>   21

     3.2  Additional Capital Contributions.  Upon the
satisfaction of or waiver of the conditions set forth in Section
3.3 hereof, on the Equity Funding Date Cogentrix GP shall
contribute to the Partnership $54,794 and Cogentrix LP shall
contribute to the Partnership $2,684,906 either (i) by wire
transfer of immediately available funds to an account designated
in writing by the Partnership or (ii) by payment(s) to vendors
with respect to obligations under Project Documents.

     3.3  Conditions.  The obligation of Cogentrix GP and
Cogentrix LP to make the contributions described in Section 3.2
are subject to the satisfaction of each of the following
conditions precedent (except those conditions, if any, that may
be specifically waived in writing by Cogentrix GP or Cogentrix
LP, as appropriate):

          (a)  The Project Credit Facilities and the Project Loan
     Documents shall have been approved by the Management
     Committee and the Project Loan Documents will be executed by
     all parties thereto.  An original executed copy of each
     Project Loan Document will be delivered to Cogentrix GP and
     a copy thereof delivered to Cogentrix LP as soon as
     available.

          (b)  All conditions to the closing of the
     Construction/Term Facility shall have occurred or been
     satisfied (other than evidence that the capital
     contributions described in Section 3.2 have been made) and
     all governmental consents, approvals, permits and licenses
     and other deliveries in connection with the Project which
     are required to be received by the Construction/Term Lender
     as a condition to the funding of the Construction/Term
     Facility and the Revolving Facility shall have been
     delivered or received.  A copy of all such deliveries and
     other evidence of the closing shall be provided to Cogentrix
     GP and Cogentrix LP.

          (c)  The contribution by VF Delaware contemplated by
     Section 3.1(a) shall have been made to the satisfaction of
     Cogentrix GP and Cogentrix LP and evidence thereof
     reasonably satisfactory to Cogentrix GP and Cogentrix LP
     shall have been provided to them by VF Delaware.

          (d)  The following representations or warranties shall
     be true and correct in all respects, and are hereby made to
     Cogentrix GP and Cogentrix LP by VF Delaware and VF as an
     inducement to their making capital contributions to the
     Partnership:

                 (i)     Each of VF and VF Delaware (A) is a
          limited liability company duly organized, validly
          existing and in good standing under the laws of the
          State of Delaware, the ownership of which is 99% by
          Agro Power and 1% by VF (in the case of VF Delaware) or
          1% by VF Delaware (in the case of VF), (B) has full
          power and authority and the legal right to incur the
          obligations provided for in this Agreement, and 

                                  16

<PAGE>   22

          (C) has taken all necessary action to authorize
          the execution, delivery and performance of this
          Agreement and the Project Documents and Project Loan
          Documents to which it is a party.

                (ii)     This Agreement and the Project Documents
          and Project Loan Documents to which it is a party have
          been duly authorized, executed and delivered by VF
          Delaware and VF and constitute the legal, valid and
          binding obligations of each of VF Delaware and VF
          enforceable against it in accordance with their terms,
          except as enforceability may be limited by general
          equitable principles and by applicable bankruptcy,
          insolvency, reorganization, moratorium or similar laws
          affecting the rights of creditors generally.

               (iii)     Neither the execution, delivery or
          performance by VF Delaware or VF of this Agreement or
          any of the Project Documents or Project Loan Documents
          to which it is a party, nor compliance by it with the
          terms and provisions hereof or thereof, including,
          without limitation, the assignment of the Project
          Documents and Project Assets to the Partnership,
          requires the consent or authorization of any other
          party (except such as have been duly obtained), or
          conflicts or will conflict with or result in a breach
          or violation of its charter documents or by-laws or any
          of the terms, conditions or provisions of any
          Requirement of Law applicable to it or its assets or
          business.

                (iv)     It is not an "investment company" or a
          company "controlled" by an "investment company" within
          the meaning of the Investment Company Act of 1940, as
          amended.

                 (v)     The representations and warranties of VF
          Delaware or VF or any of their respective Affiliates in
          or pursuant to any of the Project Documents or Project
          Loan Documents are true and correct as of the date
          hereof and are hereby deemed to be made to Cogentrix GP
          and Cogentrix LP, mutatis mutandis, as if fully set
          forth herein.

          (e)  The following representations or warranties shall
     be true and correct in all respects, and are hereby made to
     VF Delaware and VF by Cogentrix GP and Cogentrix LP as an
     inducement to their making capital contributions to the
     Partnership:

                 (i)     Each of Cogentrix GP and Cogentrix LP
          (A) is a corporation duly organized, validly existing
          and in good standing under the laws of the State of
          Delaware, (B) has full power and authority and the
          legal right to incur the obligations provided for in
          this Agreement, and (C) has taken all necessary action
          to authorize the execution, delivery and performance of
          this Agreement.

                (ii)     This Agreement has been duly authorized,
          executed and delivered by Cogentrix GP and Cogentrix LP
          and constitutes the legal, valid and binding obligation
          of each of Cogentrix GP and Cogentrix LP enforceable

                                   17

<PAGE>   23

          against it in accordance with its terms, except as
          enforceability may be limited by general equitable
          principles and by applicable bankruptcy, insolvency,
          reorganization, moratorium or similar laws affecting
          the rights of creditors generally.

               (iii)     Neither the execution, delivery or
          performance by Cogentrix GP and Cogentrix LP of this
          Agreement, nor compliance by it with the terms and
          provisions hereof, requires the consent or
          authorization of any other party (except such as have
          been duly obtained), or conflicts or will conflict with
          or result in a breach or violation of its charter
          documents or bylaws or any of the terms, conditions or
          provisions of any Requirement of Law applicable to it
          or its assets or business.

                (iv)     It is not an "investment company" or a
          company "controlled" by an "investment company" within
          the meaning of the Investment Company Act of 1940, as
          amended.

     3.4  Interest.  No interest shall accrue on any contribution
to the capital of the Partnership.

     3.5  Withdrawals of Capital.  No Partner shall have the
right to withdraw or to be repaid or returned any capital con
tributed by it, except as otherwise provided herein.

     3.6  Additional Capital Contributions.   Unless otherwise
unanimously agreed by the Management Committee, no Partner shall
be required to make any contribution to the capital of the
Partnership other than its capital contributions set forth in
this Article III.  If the Management Committee has agreed that an
additional cash contribution to the capital of the Partnership is
to be made but a Partner does not make such contribution as and
when required, then any other Partner may (but shall not be
required to), at its election, either make all or a portion of
the cash contribution to the capital of the Partnership (which,
in the case of such an investment by Cogentrix GP or Cogentrix
LP, would increase the Cogentrix Investment of such Partner or,
in the case of an investment by VF or VF Delaware, would
constitute (and in the case of subsequent investments would
increase) an Agro Power Investment of such Partner) or loan all
or a portion of the amount of such non-contributing Partner's
portion of such agreed-upon cash capital contribution to the
Partnership.  In the event the Partner elects to make an
additional cash contribution, the Partner's ownership percentage
shall not change but, in the case of Cogentrix GP and Cogentrix
LP, the amount of the contribution will increase its respective
Cogentrix Investment and, in the case of VF and VF Delaware,
would constitute (or in the case of subsequent contributions
would increase) its respective Agro Power Investment.  (As a
result, for example, if Cogentrix were to make an additional cash
contribution to the Partnership under this Section 3.6, and, if
at that time, distributions of cash from Net Distributable Cash
are being allocated pursuant to Section 5.1(b), then
distributions shall continue to be made under Section 5.1(b)
until Cogentrix GP and Cogentrix LP have received distributions
of cash from Net Distributable Cash that will provide Cogentrix
GP and Cogentrix LP with the Second Priority Return on the
Cogentrix Investment (which will have been increased by the
amount of such cash contribution under this Section 3.6)).  In
the event the Partner elects to make a loan, then such loan shall

                                18

<PAGE>   24

be on customary terms and conditions, shall be evidenced by a
customary promissory note, and shall provide that (a) the loan
shall be repaid in full together with interest thereon prior to
any distribution of cash by the Partnership to the Partners,
(b) it shall bear interest at the same rate of interest as the
interest rate then in effect under the Revolving Facility plus 1%
per annum and (c) shall comply in all respects with Project Loan
Documents.


                              ARTICLE IV
                   ALLOCATION OF PROFITS AND LOSSES

     4.1  Profits and Losses.

          (a)  After giving effect to the special allocations set
     forth in Sections 4.3, 4.4, 4.5, 4.6, 4.7 and 4.10 hereof,
     the Partners shall share Profits and Losses as follows:

                    (i) Profits shall be allocated among the
          Partners as follows:

                    (A)  Profits shall first be allocated to the
          General Partners to offset any prior allocations of
          Loss made to the General Partners under Section
          4.1(a)(ii)(B) hereof which have not previously been
          offset.

                    (B)  Thereafter, Profits shall be allocated
          to the Partners to offset any prior allocations of Loss
          made to the Partners under Section 4.1(a)(ii)(A) which
          have not previously been offset.

                    (C)  Thereafter, Profits shall be allocated
          2% to Cogentrix GP and 98% to Cogentrix LP until the
          aggregate cumulative Profits allocated to Cogentrix GP
          and Cogentrix LP under this subsection (C) equals the
          excess of (I) Cumulative Distributions to Cogentrix
          over (II) the sum of Cumulative Distributions to VF and
          the Cogentrix Investment.

                    (D)  Thereafter, Profits shall be allocated
          among the Partners in proportion to their Partnership
          Percentages.

                    (ii) Losses shall be allocated among the
          Partners as follows:

                    (A) Losses shall first be allocated to the
          Partners in accordance with their positive Capital
          Accounts.

                    (B) Thereafter, Losses shall be allocated to
          the General Partners in the proportion of their Partner
          ship Percentages.

          For Federal income tax purposes, each item of income,
     gain, loss, deduction or credit entering into the
     computation of the Partnership's taxable income shall be
     allocated in the same proportion.

                                19

<PAGE>   25

          (b)  The Profits and Losses of the Partnership shall be
     unanimously determined by the Management Committee and shall
     be allocated as described in Section 4.1(a) (i) at the end
     of each fiscal quarter, (ii) upon the transfer of the
     Partnership Interest of any Partner pursuant to Article
     VIII, (iii) upon the Withdrawal of any Partner pursuant to
     Article IX, (iv) upon the admission of any Partner to the
     Partnership pursuant to Article IX and (vi) at such other
     times that the Management Committee may determine.

     4.2  Capital Account Balances.  Each Partner's Capital
Account shall be maintained in accordance with the principles of
applicable Treasury Regulations promulgated under Section 704(b)
of the Code and as otherwise provided in the definition of
"Capital Accounts" and in this Article IV.

     4.3  Minimum Gain Chargeback.

          (a)  Notwithstanding any other provision in this
     Agreement, if there is a net decrease in Partnership minimum
     gain (determined in accordance with the principles of
     Regulations Sections 1.704-2(b)(2) and 1.704-2(d)) during
     any Partnership taxable year, the Partners who would
     otherwise have an Adjusted Capital Account Deficit at the
     end of such year shall be specially allocated items of
     Partnership income and gain for such year (and, if
     necessary, subsequent years) in an amount and manner
     sufficient to eliminate as quickly as possible such Adjusted
     Capital Account Deficit.  The items to be so allocated shall
     be determined in accordance with Regulations Section 1.704-
     2(g).  This subsection 4.3(a) is intended to comply with the
     minimum gain chargeback requirements in such Regulation
     Sections and shall be interpreted consistently therewith.

          (b)  Notwithstanding any other provision in this
     Agreement, if there is a net decrease in Partnership minimum
     gain attributable to a partner nonrecourse debt of the
     Partnership (within the meaning of Regulations Sections
     1.704-2(b)) during any Partnership fiscal year, each Person
     who has a share of the Partnership minimum gain attributable
     to such nonrecourse debt of the Partnership, determined in
     accordance with Regulation Section 1.704-2(i)(5), shall be
     specially allocated items of Partnership income and gain for
     such year (and, if necessary, subsequent years) in an amount
     equal to the greater of (i) the portion of such Person's
     share of the net decrease in minimum gain of the Partnership
     attributable to such nonrecourse debt of the Partnership,
     determined in accordance with Regulations Section 1.704-
     2(i)(b), that is allocable to the disposition of property of
     the Partnership subject to such nonrecourse debt of the
     Partnership, determined in accordance with Regulations
     Section 1.704-2(i)(4), or (ii) if such Person would
     otherwise have an Adjusted Capital Account Deficit at the
     end of such year, an amount sufficient to eliminate such
     Adjusted Capital Account Deficit.  Allocations pursuant to
     the previous sentence shall be made in proportion to the
     respective amounts required to be allocated to each Partner
     pursuant thereto.  The items to be so allocated shall be
     determined in accordance with Regulations Section 1.704-
     2(i)(4).  This subsection 4.3(b) is intended to comply with
     the minimum gain chargeback requirement in such Regulations
     Section and shall be interpreted consistently therewith.

                               20

<PAGE>   26

     Solely for purposes of this subsection 4.3(b), each Person's
     Adjusted Capital Account Deficit shall be determined prior
     to any other allocations pursuant to this Article IV with
     respect to such fiscal year, other than allocations pursuant
     to subsection 4.3(a) hereof.

     4.4  Nonrecourse Deductions.  Nonrecourse Deductions for any
taxable year shall be specifically allocated among the Partners
in proportion to their Percentage Interests.

     4.5  Partner Nonrecourse Deductions.  Nonrecourse Deductions
attributable to otherwise nonrecourse debt with respect to which
a Partner or a related person of a Partner described in
Regulations Section 1.752-2(c) is the creditor or otherwise bears
the "economic risk of loss" as defined in Regulations Section
1.752-2(b) shall be allocated to such Partner.

     4.6  Qualified Income Offset.  Notwithstanding anything in
this Agreement to the contrary, in the event any Partner
unexpectedly receives any adjustments, allocations or
distributions described in paragraphs (b)(2)(ii)(d)(4), (5) or
(6) of Regulations Section 1.704-1, there shall be specially
allocated to such Partner such items of Partnership income and
gain, at such times and in such amounts as will eliminate as
quickly as possible that portion of its Adjusted Capital Account
Deficit caused or increased by such adjustments, allocations or
distributions.

     4.7  Curative Allocations.  The allocations set forth in
Sections 4.3, 4.4, 4.5, 4.6 and 4.10 hereof are intended to
comply with certain requirements of Regulations Section, 1.704-
1(b).  Notwithstanding any other provisions of this Article IV
(other than Sections 4.3, 4.4, 4.5, 4.6 and 4.10), allocations
that have taken place pursuant to Sections 4.3, 4.4, 4.5, 4.6 and
4.10 shall be taken into account in allocating other items of
income, gain, loss, deduction and credit so that, to the extent
possible, the net amount of such other allocations and the
Sections 4.3, 4.4, 4.5, 4.6, and 4.10 allocations to each Partner
shall equal the net amount that would have been allocated to each
Partner if the Sections 4.3, 4.4, 4.5, 4.6, and 4.10 allocations
had not occurred.

     4.8  Tax Allocations.  Except as provided in Sections 4.7
and 4.9 hereof, for income tax purposes each item of income,
gain, loss and deduction shall be allocated in the same manner as
the corresponding book item is allocated for Capital Account
purposes.

     4.9  Property Subject to 704(b) and 704(c).  In the case of
any Partnership asset (directly or indirectly owned) the Gross
Asset Value of which differs from its adjusted tax basis, income,
gain, loss and deduction with respect to such asset shall, solely
for tax purposes, be allocated in accordance with the principles
of Code Sections 704(b) and 704(c) to take account of such
difference.

     4.10 Limitations.  Notwithstanding anything to the contrary
in this Article IV, no allocation under this Article IV shall be
made to a Limited Partner that would cause such Limited Partner
to have, or that would increase, an Adjusted Capital Account
Deficit.  Any amount not allocated as a result of this limitation
shall be reallocated to the General Partners pro rata in
accordance with their relative Partnership Interests.

                                 21

<PAGE>   27

                              ARTICLE V
                            DISTRIBUTIONS

     5.1  Distribution of Net Distributable Cash.   Subject to
Sections 5.2 and 5.3 hereof, Net Distributable Cash for each
fiscal quarter shall be distributed to the Partners within thirty
(30) days after the end of such quarter as follows:

          (a)  First, from the date hereof and until each of
     Cogentrix GP and Cogentrix LP shall have received
     distributions of cash from Net Distributable Cash sufficient
     to provide both Cogentrix GP and Cogentrix LP with the First
     Priority Return, [xxx]% to Cogentrix LP, [xxx]% to Cogentrix
     GP, [xxx]% to VF Delaware and [xxx]% to VF,

          (b)  Thereafter until each of Cogentrix GP and
     Cogentrix LP shall have received distributions of cash from
     Net Distributable Cash sufficient to provide both Cogentrix
     GP and Cogentrix LP with the Second Priority Return, [xxx]%
     to Cogentrix LP, [xxx]% to Cogentrix GP, [xxx]% to VF
     Delaware, and [xxx]% to VF, and

          (c)  Thereafter, [xxx]% to Cogentrix LP, [xxx]% to Cogentrix
     GP, [xxx]% to VF Delaware and [xxx]% to VF.

     5.2  Default Allocations for Cogentrix.  In the event VF
Delaware, VF or Agro Power defaults or breaches any of its
obligations under this Agreement, the Management Agreement, the
Marketing Agreement or the Construction Agreement and such
default or breach has not been remedied within any applicable
cure period, or any representation or warranty made by VF
Delaware, VF or any of their respective Affiliates under this
Agreement or any such other agreement or document proves to have
been untrue when made and (a) as a result thereof the
Partnership, Cogentrix GP and Cogentrix LP (or any of them)
incurs or suffers an Adverse Consequence and (b) Cogentrix GP or
Cogentrix LP gives written notice of such Adverse Consequence to
the Partnership and, if the amount thereof is unknown, its good
faith estimate of the amount of such Adverse Consequence, then
the Partnership shall thereafter refrain from making any
distributions to VF Delaware and VF (or either of them) under
this Agreement (any such distribution that would have been made
but for this Section 5.2 is hereinafter referred to as a "Blocked
Distribution") and shall take the following steps:

          (i)    The Partnership shall distribute to Cogentrix GP
     or Cogentrix LP from such Blocked Distributions an aggregate
     amount equal to 100% of any such Adverse Consequence
     suffered or actually incurred by Cogentrix GP and Cogentrix
     LP or either of them (or, if the amount thereof is not
     known, 100% of Cogentrix GP's or Cogentrix LP's written good
     faith estimate thereof).  Any such distribution made by the
     Partnership under this subsection 5.2(i) shall satisfy pro
     tanto the obligation of the Partnership to make
     distributions to VF Delaware and VF (or either of them) with
     respect to the Blocked Distributions.  For the purposes of
     this Agreement, any Adverse Consequence suffered or incurred
     by the Partnership shall be deemed to have been suffered or
     incurred, on a dollar-for-dollar basis, 1% by Cogentrix GP
     and 49% by Cogentrix LP.

                               22

--------------
[xxx]  These portions of this exhibit have been omitted and filed
       separately with the Commission pursuant to a request for
       confidential treatment.

<PAGE>   28

          (ii)   Upon distribution to Cogentrix GP and Cogentrix
     LP of 100% of the aggregate amount of any such Adverse
     Consequence (or their good faith estimate thereof) from
     Blocked Distributions, the Partnership may thereafter make
     distributions to VF Delaware and VF under Section 5.1,
     unless and until it receives a subsequent notification from
     Cogentrix LP or Cogentrix GP under this Section 5.2.

     5.3  Default Allocations for VF.  In the event Cogentrix GP
or Cogentrix LP defaults or breaches any of its obligations under
this Agreement and such default or breach has not been remedied
within any applicable cure period, or any representation or
warranty made by Cogentrix GP or Cogentrix LP under this
Agreement proves to have been untrue when made and (a) as a
result thereof the Partnership, VF Delaware and VF (or any of
them) incurs or suffers an Adverse Consequence and (b) VF
Delaware or VF gives written notice of such Adverse Consequence
to the Partnership and, if the amount thereof is unknown, its
good faith estimate of the amount of such Adverse Consequence,
then the Partnership shall thereafter refrain from making any
distributions to Cogentrix GP and Cogentrix LP (or either of
them) under this Agreement (any such distribution that would have
been made but for this Section 5.3 is hereinafter referred to as
a "Blocked Distribution") and shall take the following steps:

          (i)    The Partnership shall distribute to VF Delaware
     or VF from such Blocked Distributions an aggregate amount
     equal to 100% of any such Adverse Consequence suffered or
     actually incurred by VF Delaware and VF or either of them
     (or, if the amount thereof is not known, 100% of VF
     Delaware's or VF's written good faith estimate thereof).
     Any such distribution made by the Partnership under this
     subsection 5.3(i) shall satisfy pro tanto the obligation of
     the Partnership to make distributions to Cogentrix GP or
     Cogentrix LP (or either of them) with respect to the Blocked
     Distributions.  For the purposes of this Agreement, any
     Adverse Consequence suffered or incurred by the Partnership
     shall be deemed to have been suffered or incurred, on a
     dollar-for-dollar basis, 1% by VF Delaware and 49% by VF.

          (ii)   Upon distribution to VF Delaware and VF of 100%
     of the aggregate amount of any such Adverse Consequence (or
     their good faith estimate thereof) from Blocked Distributions,
     the Partnership may thereafter make distributions to Cogentrix
     GP and Cogentrix LP under Section 5.1, unless and until it 
     receives a subsequent notification from VF Delaware or VF under
     this Section 5.3.

                                  23

<PAGE>   29

                              ARTICLE VI
                              MANAGEMENT

     6.1  Management of the Partnership.

          (a)  The overall management and control of the business
     affairs of the Partnership shall be vested in the Management
     Committee, subject to the limitations contained in Section
     6.2 or elsewhere in this Agreement.  The Management
     Committee shall consist of four members, two designated by
     Cogentrix GP (each a "Cogentrix GP Designee") and two
     designated by VF Delaware (each a "VF Delaware Designee"),
     and a quorum of the Management Committee shall require at
     least three members of the Management Committee.  No action
     at any meeting may be taken by the Management Committee
     unless a quorum is present (acting in person or by proxy).
     The Management Committee shall meet not less frequently than
     quarterly.  Members of the Management Committee may
     participate in a meeting of the Management Committee by
     means of conference telephone.  No action may be taken by
     the Management Committee with respect to any of the matters
     described in Section 6.2 hereof unless such action is in the
     form of a writing signed by all members of the Management
     Committee.  Unless otherwise agreed, all meetings of the
     Management Committee shall take place at Cogentrix's offices
     in Charlotte, North Carolina, Agro Power's offices in East
     Brunswick, New Jersey or such other place as the Management
     Committee may unanimously agree.

          (b)  Except as set forth in Section 6.2, any action by
     the Management Committee shall require the approval of a
     majority of the members of the Management Committee.

          (c)  Any General Partner may, at any time, replace any
     of its respective Designees to the Management Committee with
     a new Designee and, upon such change, or upon the death or
     resignation of any Designee, a successor shall be designated
     in writing by the party that appointed the Designee being
     replaced.

          (d)  Any General Partner or member of the Management
     Committee may, at any time, request a meeting of the
     Management Committee by sending written notice specifying in
     reasonable detail the purpose(s) of such meeting to all
     other Partners and to the members of the Management
     Committee at least ten (10) days in advance of the proposed
     date for the meeting, which notice may be waived by all
     members of the Management Committee and all Partners.  Any
     member of the Management Committee may propose that an
     action be submitted to the Management Committee for
     approval, and there shall be no requirement of notice of the
     issues to be addressed at any meeting of the Management
     Committee.

     6.2  Fundamental Matters.  The following matters shall
require the prior unanimous authorization and approval of the
Management Committee:

                                 24

<PAGE>   30

          (a)  Any transaction in which the Partnership
     (i) acquires, purchases or leases any asset or right for
     consideration having a fair market value in excess of
     $25,000, (ii) consolidates or merges with or into any other
     Person, (iii) sells, assigns, leases or otherwise transfers
     any asset or right having a fair market value in excess of
     $25,000, or (iv) assumes any liability or obligation in
     connection with Section 6.2(a)(i) above in excess of
     $25,000.

          (b)  The approval, execution and delivery of any
     contract, lease or agreement following the date of this
     Agreement, including without limitation, the Project Loan
     Documents, the Marketing Agreement, the Management Agreement
     and the Project Documents; provided, that no such approval
     shall be required for (i) any contracts and permit
     applications in existence prior to the date of this
     Agreement and listed on Schedule 1.1(c) hereto, or (ii) any
     other contract, lease or agreement which is expressly non-
     recourse to the Partners so long as the amounts to be paid
     by the Partnership thereunder, together with all other
     amounts to be paid by the Partnership pursuant to contracts,
     leases or agreements that have not been unanimously approved
     or ratified by the Management Committee, does not exceed
     $50,000 in the aggregate excluding contracts, leases or
     agreements for supplies used in the ordinary course of
     business and contemplated in the Operating Budget.

          (c)  The approval, execution or delivery of any
     amendments to, modification or termination of, enforcement
     of rights under, or any consents or waivers in connection
     with any contract, lease or agreement, other than contracts
     entered into without prior unanimous approval of the
     Management Committee pursuant to subsection 6.2(a) or clause
     (ii) of subsection 6.2(b) above.

          (d)  The sale or issuance by the Partnership of any
     interest, or of any option, warrant or similar right to
     acquire any interest, of any kind in the Partnership.

          (e)  Any decision to (i) terminate all or any
     substantial part of the Project (an "Abandonment") or (ii)
     engage in any activity not contemplated by this Agreement.

          (f)  The incurrence or assumption of any Indebtedness
     by the Partnership, except for (i) Indebtedness which, when
     the principal amount thereof is aggregated with the
     principal amount of Indebtedness previously incurred
     pursuant to this subsection 6.2(f) which remains
     outstanding, does not exceed $25,000 and (ii) the
     Indebtedness represented by the Project Loan Documents.

          (g)  The granting of any Lien (other than Permitted
     Liens) on the assets or rights of the Partnership.

          (h)  The repayment (other than (i) repayments in
     accordance with scheduled maturity and (ii) paydowns on the
     Revolving Credit Facility), voluntary prepayment or
     redemption of, or any refinancing or other modification of
     the terms of, any Indebtedness.

                                  25

<PAGE>   31

          (i)  The adoption and modification of the Operating
     Budget or the Project Budget (collectively, the "Budgets").

          (j)  The approval of any expenditure or investment not
     previously authorized in any Budget; provided, however, that
     no such approval shall be required for any expenditure or
     investment so long as the amount expended by the
     Partnership, together with the amounts of all other expen
     ditures by the Partnership during any fiscal year that have
     not been approved or ratified by the Management Committee,
     does not exceed $25,000 in the aggregate.

          (k)  The initiation of any legal proceedings or
     arbitration on behalf of the Partnership, or the settlement
     of any claim by or against the Partnership with respect to
     claims in excess of $25,000 or which include requests for an
     injunction, specific performance or other equitable relief.

          (l)  The selection, removal, or determination of
     authority and responsibility of the officers of the
     Partnership, general or special counsel for the Partnership,
     accountants and auditors for the Partnership and the Project
     and the approval of any change in the accounting or tax
     policy of the Partnership or the Project.

          (m)  To the extent not specified in this Agreement, (i)
     any distribution of income or any assets or rights of the
     Partnership or (ii) the redemption, purchase or other
     acquisition of any interest in the Partnership.

          (n)  Except as contemplated in Article X of this
     Agreement, liquidating or dissolving, or proposing to
     liquidate or dissolve, or effecting, or proposing to effect,
     a recapitalization in any form of transaction, of the
     Partnership.

          (o)  (i) Commencing any case, proceeding or other
     action (A) under any existing or future law or any
     jurisdiction, domestic or foreign, relating to bankruptcy,
     insolvency, reorganization or relief of debtors, seeking to
     have an order for relief entered with respect to it, or
     seeking reorganization, arrangement, adjustment, winding-up,
     liquidation, dissolution, composition or other relief with
     respect to it or its debts, or (B) seeking appointment of a
     receiver, trustee, custodian or other similar official for
     it or for All or any substantial part of its assets; (ii)
     making, or proposing to make, a general assignment for the
     benefit of its creditors; (iii) admitting or proposing to
     admit in writing its inability to pay its debts as they
     become due; (iv) filing or proposing to file any plan of
     reorganization pursuant to 11 U.S.C. Section 101 et seq.;
     (v) taking, or proposing to take, any action in furtherance of,
     or indicating its consent to, approval of or acquiescence
     in, any of the acts set forth in clause (i) or (ii) above.

          (p)  Establishing any operating or capital reserves
     other than those required by the Project Loan Documents.

                                 26

<PAGE>   32

          (q)  Establishing committees of the Management
     Committee and delegating voting authority to such
     committees.

          (r)  The approval, execution or delivery of any
     amendments to, modification or termination of, or any
     waivers of any rights under, or the grant of any consents
     under or in connection with any Project Document, any
     Project Loan Document, the Marketing Agreement or the
     Management Agreement.

          (s)  The approval or taking of any action that would be
     an event of default or that would give rise to a right of
     termination under any Project Document or any Project Loan
     Document.

          (t)  The approval or taking with any action that would
     give rise to an event of default under any Project Loan
     Document or that would give rise to a right of acceleration
     or termination under any Project Loan Document.

          (u)  The reimbursement by the Partnership of any
     General Partner under Section 6.4(b) hereof of any amount in
     excess of $5,000 during any fiscal quarter.

          (v)  Any change in or termination of any insurance
     policies maintained by the Partnership.

          (w)  Any agreement to undertake any action that would
     require the approval of the Management Committee under this
     Section 6.2.

          (x)  Any act in contravention of this Agreement or the
     Act.

          (y)  Any act which would make it impossible to carry on
     the ordinary business of the Partnership.

          (z)  Possession of Partnership property by any Partner,
     or the assignment, transfer or pledge of rights of the
     Partnership in specific Partnership property for other than
     a Partnership purpose or other than for the benefit of the
     Partnership, or any commingling the funds of the Partnership
     with the funds of any other person.

          (aa) Any action which would cause the Partnership to be
     treated as other than a partnership for Federal income tax
     purposes.

          (ab) Any confession of a judgment against the
     Partnership or any Partner.

          (ac) The grant of any power of attorney or appointment
     of any agent or attorney (other than customs brokers).

          (ad) The grant of signature authority to any Person
     with respect to any of the Partnership's bank or investment
     accounts.

                                27

<PAGE>   33

     6.3  Officers of the Partnership.  The Partnership may have
such officers as may be designated by the Management Committee
from time to time.  Such officers shall (a) serve at the pleasure
of the Management Committee, (b) subject to Section 6.2 and to
the instructions and directions of the Management Committee, have
such powers as are usually exercised by comparable designated
officers of a Delaware corporation and (c) have the power to bind
the Partnership through the exercise of such powers to the extent
consistent with the terms hereof.  The initial officers of the
Partnership shall be those persons listed on Schedule 6.3
attached hereto and incorporated herein by reference.  Following
the execution hereof, officers shall be appointed or removed only
by action of the Management Committee in accordance with the
provisions of Section 6.1.

     6.4  No Compensation; Reimbursement.

          (a)  Except as expressly provided herein, the General
     Partners, members of the Management Committee and officers
     shall receive no compensation for performing their duties as
     General Partners, members of the Management Committee or
     officers under this Agreement; provided, however, that this
     provision shall not affect any Partners' right to receive
     its share of distributions as set forth in Article V hereof.

          (b)  Subject to the limitation, if any, imposed by the
     Project Loan Documents and subject to subsection 6.2(u),
     each General Partner shall be entitled to receive, out of
     any Partnership funds available therefor, reimbursement of
     all amounts expended by such General Partner in payment of
     properly incurred and documented Partnership obligations
     paid by such General Partner out of its own funds so long as
     such expenditures are made in accordance with the Budgets.

     6.5  Insurance. The Partnership shall (a) maintain, with
insurers or underwriters of good repute, in the name of the
Partnership, such insurance relating to the operations of the
Partnership as is customary for comparable businesses to that of
the Partnership to maintain, against such risks and pursuant to
such terms (including deductible limits or self-insured
retentions) as are customary for such businesses, and (b) pay all
premiums and other sums payable in order to maintain such
insurance.  For purposes of clarity, it is hereby agreed that the
Partnership shall maintain the insurance required by the Project
Loan Documents and all insurance policies shall name Cogentrix GP
and VF Delaware as an additional insured and provided that they
may not be cancelled or terminated except with 30 days' prior
written notice to Cogentrix GP and VF Delaware.

     6.6  Cooperation on Tax Matters.  The Partnership shall
cooperate fully as and to the extent reasonably requested by
Cogentrix GP or VF Delaware in connection with the preparation
and filing of any Tax return, statement, report or form, and any
audit, litigation or other proceeding with respect to Taxes
relating to or arising out of the Project.  Such cooperation
shall include the retention and, upon request by either Cogentrix
GP or VF Delaware, the provision of records and information that
are reasonably relevant to any such audit, litigation or other
proceeding.  The Partnership agrees to (a) retain all books and

                                28

<PAGE>   34

records with respect to Tax matters pertinent to the Project and
(b) give Cogentrix GP and VF Delaware reasonable written notice
prior to destroying or discarding any such books and records.
The Partnership shall retain any records requested by either
Cogentrix GP or VF Delaware to be retained.


                             ARTICLE VII
                   BOOKS, RECORDS AND BANK ACCOUNTS

     7.1  Books and Records.  In addition to the Partnership
Books, the Partnership shall also keep such books of account and
other records with respect to the operations of the Partnership
as will sufficiently explain the transactions and financial
position of the Partnership and enable financial statements to be
prepared in accordance with GAAP and shall cause such books and
other records to be kept in such manner as will enable them to be
properly audited.  The Partnership Books and such other books and
records shall be maintained at the principal places of business
of the Partnership and all Partners and their duly authorized
representatives shall at all times have access to and the right
to review and copy such books and records.

     7.2  Accounting Basis and Fiscal Year.  The books of the
Partnership (a) shall be kept on an accrual basis in accordance
with GAAP, (b) shall reflect all Partnership transactions, (c)
shall be appropriate and adequate for the Partnership's business
and for the carrying out of all provisions of this Agreement, and
(d) shall be closed and balanced as of the end of each fiscal
year, as soon as practicable after the end of such fiscal year.
The fiscal year of the Partnership shall be January 1 through
December 31 of each year or such other fiscal year that may be
selected with the unanimous approval of the Management Committee.

     7.3  Reports.

          (a)  Unless otherwise required by the Management
     Committee, the Partnership shall cause to be delivered to
     each Partner, within 120 days after the end of each fiscal
     year, an annual report containing the following:

                 (i)     A balance sheet as of the end of the
          Partnership's fiscal year and statements of income,
          Partners' equity and cash flows for the year then
          ended, each of which shall be audited and reported on
          by Arthur Andersen & Co. or such other independent
          certified public accountants, which shall be a
          nationally recognized accounting firm, as may be
          selected by the Management Committee;

                (ii)     a general description of the activities
          of the Partnership during such year; and

               (iii)     a report of any material transaction
          between the Partnership and any Partner or any of its
          Affiliates, including fees and compensation and
          reimbursements paid by the Partnership and the products
          supplied and services performed by such Partner or any
          such Affiliate for such fees or compensation and the
          expenses so reimbursed; provided, however, that no

                                  29

<PAGE>   35

          report shall be required for any products supplied and
          services performed if such products and services are
          provided pursuant to the terms of a Project Document,
          the Management Agreement, the Marketing Agreement, an
          agreement approved by the Management Committee or set
          out in any Budget and the compensation therefor is in
          accordance with the terms of such agreement.

          (b)  Within 45 days after the end of each quarter of
     each fiscal year, the Partnership shall cause to be
     delivered to each Partner a quarterly report containing a
     balance sheet as of the end of such quarter and a statement
     of income for such quarter, each of which may be unaudited
     but which shall be certified by the chief financial officer
     of the Partnership as fairly presenting the financial
     position of the Partnership at the end of such quarter and
     results of operations of the Partnership for such quarter
     and as having been prepared in accordance with the
     accounting methods followed by the Partnership for Federal
     income tax purposes and otherwise in accordance with GAAP
     applied on a basis substantially consistent with that of the
     Partnership's audited financial statements (subject to
     normal year end adjustments).

          (c)  Within 120 days of the end of each fiscal year,
     the Partnership will cause to be delivered to each Partner
     all information necessary for the preparation of such Part
     ner's Federal income tax returns, including a statement
     showing such Partner's share of income, gains, losses, deduc
     tions and credits for such year for Federal income tax pur
     poses and the amount of any distributions made to or for the
     account of such Partner pursuant to this Agreement.

     7.4  Bank Accounts. The Partnership shall maintain one or
more accounts in one or more banks located in Buffalo, New York
and such other locations as may be approved by the Management
Committee, each of which shall be a member the Federal Deposit
Insurance Corporation. In addition, the Partnership shall
establish such other accounts and deposit amounts as required by
the Project Loan Documents.  All such amounts shall be and remain
the property of the Partnership, and shall be received, held and
disbursed by the Partnership for the purposes specified in this
Agreement.  There shall not be deposited in any of said accounts
any funds other than funds belonging to the Partnership, and no
other funds shall in any way be commingled with such Partnership
funds.

     7.5  Tax Returns.  The Management Committee shall cause
income tax returns for the Partnership to be prepared and timely
filed with the appropriate authorities.

     7.6  Tax Elections.  The Management Committee shall, from
time to time, make such tax elections as it deems necessary or
advisable to carry out the business of the Partnership or the
purposes of this Agreement.

     7.7  Tax Matters Partner.  Cogentrix GP shall be the
Partnership's "tax matters partner" for purposes of the Code and
with respect to all other Federal, state and local Taxes.  The
approval of the tax matters partner shall be required before the
Partnership or any Partner (with respect to Partnership matters)
files any document with any Governmental Authority including, but

                              30

<PAGE>   36

not limited to, returns, amendments, requests for refunds,
appeals, or waivers or extensions of statutes of limitations.
The tax matters partner shall take such actions as the Management
Committee may lawfully require in connection with the
Partnership's Federal, state and local Tax matters.

     7.8  Withholdings.  Except and only to the extent required
by applicable law and except as permitted hereunder, the
Partnership will not deduct or withhold any amount in respect of
any tax from any payment or distribution by the Partnership to
any Partner unless the Partnership has first received written
authorization from such Partner so to withhold or to deduct.


                             ARTICLE VIII
                        TRANSFER OF INTERESTS

     8.1  Transfer of a Partner's Interest.

          (a)  No Partner may sell, transfer,  participate,
     assign or otherwise dispose of (whether voluntarily or by
     operation of law) (collectively, "transfer") all or any part
     of its Partnership Interest without the prior written
     consent of the non-transferring General Partner(s).

          (b)  The non-transferring General Partner(s) may
     condition its (their) consent to any transfer on compliance
     by the Partner desiring to transfer its Partnership Interest
     with all or any of the following:

                 (i)     The transferring Partner must give
          written notice to the General Partners identifying in
          reasonable detail the proposed transferee(s) and the
          terms and conditions of the proposed transfer and the
          non-transferring General Partner(s) shall have a period
          of twenty (20) Business Days from the date of such
          notice either to consent in writing to the proposed
          transferee(s), or to give written notice that it does
          not consent to such transferee(s);

                (ii)     within ten (10) Business Days after the
          non-transferring General Partner(s) gives written
          notice that it does not consent to a proposed
          transferee, it shall provide to the transferring
          Partner a written explanation of the reasons therefor;

               (iii)     such transfer does not release the
          transferring Partner from its obligations hereunder;

                (iv)     the transferee shall not have the right
          to be separately represented on the Management
          Committee unless the transferring Partner is a General
          Partner that previously had the right to appoint
          Designee's to the Management Committee and the transfer
          involves all of such General Partner's Partnership
          Interest;

                                   31

<PAGE>   37

                 (v)     the non-transferring General Partner(s)
          shall notify each other Partner in writing of its
          decision to consent to the transfer within five (5)
          Business Days of its grant of such consent (which
          notice shall include a copy of the notice sent to the
          non-transferring General Partner(s) by the transferring
          Partner) and, prior to any such transfer, each Partner
          (which term, for purposes of clarity, includes for
          purposes of this subsection (v) the non-transferring
          General Partner and excludes the transferring Partner)
          shall have the right for thirty (30) Business Days
          following such notice to purchase the Partnership
          Interest being sold by the transferring Partner
          pursuant to this Article VIII on the same terms and
          conditions as were set forth in such notice.  In the
          event that none of the nontransferring Partners
          exercises its right to purchase such Partnership
          Interest being sold, then the transferring Partner
          shall have forty-five (45) days thereafter to complete
          the sale in accordance with the terms of the notice,
          after which time the transferring Partner must again
          comply with the procedures set forth in this Article
          VIII.  In the event more than one Partner exercises its
          right to purchase such Partnership Interest proposed to
          be transferred, then such exercising Partners shall
          exercise such right on a pro-rata basis based on their
          respective Partnership Percentages (without considering
          the Partnership Percentage of the transferring Partner
          or the Partners (if any) not electing to exercise such
          right); or

                (vi)     such transferee shall not have the right
          to sell, transfer, participate, assign or otherwise
          dispose of all or a portion of such party's Partnership
          Interest except in accordance with the terms of this
          Section 8.1; and

               (vii)     the transferee shall execute docu
          ments satisfactory to the Management Committee
          sufficient to make the transferee a party to and
          be bound by the terms of this Agreement and the
          transferee shall expressly assume all obligations
          of the transferring Partner hereunder.


                              ARTICLE IX
             ADDITIONAL PARTNERS; WITHDRAWAL OF PARTNERS

     9.1  Additional Partners.  Persons other than the
undersigned may from time to time be admitted to the Partnership
as General Partners or Limited Partners only with the unanimous
consent of the Management Committee and only on such terms and
conditions as may be prescribed by the Management Committee.

     9.2  Withdrawal of Partners.

          (a)  No Partner may withdraw from the Partnership
     except as provided in this Section 9.2.

                                32

<PAGE>   38

          (b)  A Partner shall immediately cease to be a Partner
     and shall be deemed to have Withdrawn from the Partnership,
     in the event:

                 (i)     Such Partner shall commence a voluntary
          case or other proceedings seeking liquidation,
          reorganization or other relief with respect to itself
          or its debts under any bankruptcy, insolvency or other
          similar law now or hereafter in effect or seeking the
          appointment of a trustee, receiver, liquidator,
          custodian or other similar official of it or any
          substantial part of its property, or shall consent to
          any such relief or to the appointment of or taking
          possession by any such official in an involuntary case
          or other proceeding commenced against it, or shall make
          a general assignment for the benefit of creditors, or
          shall fail generally to pay its debts as they become
          due, or shall take any corporate action to authorize
          any of the foregoing; or

                (ii)     an involuntary case or other proceeding
          shall be commenced against such Partner seeking
          liquidation, reorganization or other relief with
          respect to it or its debts under any bankruptcy,
          insolvency or other similar law now or hereafter in
          effect or seeking the appointment of a trustee,
          receiver, liquidator, custodian or other similar
          official of it or any substantial part of its property,
          and such involuntary case or other proceeding shall
          remain undismissed and unstayed for a period of sixty
          (60) days, or an order for relief shall be entered
          against such Partner under the federal bankruptcy laws
          as now or hereafter in effect; or

               (iii)     such Partner defaults in its obligation
          to make a capital contribution pursuant to Sections 3.1
          and 3.2 (and such default is not cured within two (2)
          days of written notice of such default from a General
          Partner); or

                (iv)     it is required to Withdraw as a Partner
          pursuant to the Delaware Act.

Such Partner's Withdrawal Date shall be the day such Withdrawal
occurs.

          (c)  Any Partner may Withdraw voluntarily from the
     Partnership on not less than thirty (30) days' prior written
     notice by such Partner to the other Partners either (i) in
     the event that such Withdrawal is after October 1, 1997 and
     the conditions to the initial draw under each of the
     Construction/Term Facility Documents and the Revolving
     Facility have not been satisfied or (ii) with the prior
     unanimous consent of the Management Committee.  Such
     Partner's Withdrawal Date shall be the date on which a
     written notice of Withdrawal is made.

          (d)  Upon the Withdrawal of any Partner pursuant to
     subsections 9.2(b) or (c), such Partner's Capital Account
     and Partnership Percentage shall be allocated, as of the
     Withdrawal Date, among the other Partners in proportion to
     their respective Partnership Percentages on such Withdrawal
     Date (it being understood that such allocation shall not

                                  33

<PAGE>   39

     result in a Limited Partner becoming a General Partner).
     After its Withdrawal Date, a Withdrawn Partner shall not
     have any rights with respect to the profits, capital or
     affairs of the Partnership (including, but not limited to,
     any rights of representation on the Management Committee or
     any committee thereof or any rights on liquidation of the
     Partnership pursuant to Article X).

          (e)  On the Withdrawal Date for any Partner that
     Withdraws pursuant to Section 9.2(b) or Section 9.2(c)(ii),
     such Partner shall pay to the Partnership in cash any
     negative balance in such Partner's capital account.  If the
     sum of such Partner's capital account has a positive balance
     on the Withdrawal Date, the Partnership shall pay such
     amount to such Partner upon its withdrawal.


                              ARTICLE X
                     DISSOLUTION AND LIQUIDATION

     10.1 Events of Dissolution.

          (a)  The Partnership shall be dissolved upon:

                 (i)     an Abandonment pursuant to subsection
          6.2(e);

                (ii)     the occurrence of an event requiring
          dissolution under the Delaware Act;

               (iii)     the unanimous consent of the General
          Partners; or

                (iv)     at the election of Cogentrix GP, if Agro
          Power ceases, at any time, to control (as defined in
          the definition of "Affiliate") VF Delaware or VF.

          (b)  Dissolution of the Partnership shall be effective
     on the day on which the event occurs giving rise to the
     dissolution, but the Partnership shall not terminate until
     the assets and rights of the Partnership shall have been
     distributed as provided herein.  Notwithstanding the
     dissolution of the Partnership, prior to the termination of
     the Partnership, as aforesaid, the business of the
     Partnership and the affairs of the Partners, as such, shall
     continue to be governed by this Agreement.  Upon
     dissolution, the Management Committee shall liquidate the
     assets of the Partnership and apply and distribute the
     proceeds thereof as contemplated by this Agreement.

     10.2 Distributions Upon Liquidation.

          (a)  After payment of liabilities owing to creditors
     (but excluding any liabilities payable with respect to the
     Management Agreement or the Marketing Agreement other than
     amounts then due and owing), the Management Committee or the
     liquidator, if any, shall set up such reserves as it deems

                                  34

<PAGE>   40

     reasonably necessary for any contingent or unforeseen
     liabilities or obligations of the Partnership (other than
     liability and obligation owing with respect to the
     Management Agreement and the Marketing Agreement).  Said
     reserves may be paid over by the Management Committee or the
     liquidator to a bank, to be held in escrow for the purpose
     of paying any such contingent or unforeseen liabilities or
     obligations and, at the expiration of such period as the
     Management Committee or the liquidator may deem advisable,
     such reserves shall be distributed to the Partners or their
     assigns in the manner set forth in subsection (b) below.

          (b)  If any General Partner has a negative Capital
     Account at the time of dissolution of the Partnership, such
     General Partner shall be required to restore to the Partner
     ship the amount of the negative balance in its Capital
     Account.  If any Limited Partner has a negative Capital
     Account balance at the time of dissolution of the
     Partnership, such Limited Partner shall have no obligation
     to restore to the Partnership the amount of the negative
     balance in its Capital Account.

          (c)  After paying the liabilities and providing for the
     reserves referred to in subsection 10.2(a) and the payment
     of any restoration amounts under subsection 10.2(b), the
     Management Committee or the liquidator shall, by the end of
     the Partnership's taxable year in which the Partnership
     dissolves (or, if later, within 90 days after the date of
     such termination), cause the net assets of the Partnership
     to be distributed in accordance with Article V hereof,
     provided, however, that no distribution shall be made
     pursuant to this sentence that creates or increases a
     Capital Account deficit for any Partner which exceeds such
     Partner's obligation to restore such deficit (under
     subsection 10.2(b) above), determined as follows:

                    Distributions shall be first determined
          provisionally without regard to Capital Accounts, and
          the allocation provisions of Article IV hereof shall
          also be applied provisionally.  If as a result of such
          provisional calculations and allocations, any Partner
          would thereby have a Capital Account deficit which
          exceeds its obligation to restore such deficit under
          subsection 10.2(b) above, the actual distributions
          pursuant to this subsection (c) shall be equal to such
          provisional distribution less the amount of such excess
          and actual allocations shall be made in accordance with
          Article IV taking into account such actual
          distributions.

          Any remaining net assets shall be allocated among the
     Partners in accordance with their positive Capital Accounts.

If such distributions are insufficient to return to any Partner
the full amount of its capital contributions, it shall have no
recourse against any other Partner.  Each Partner shall receive
its share of the net assets in cash or in kind, and the
proportion of such share that is received in cash shall be the
same for each Partner.  In the event that any part of such net
assets consists of notes or accounts receivable or other non-cash
assets, the Management Committee or the liquidator shall take
whatever steps it deems appropriate to convert such assets into
cash or into any other form which would facilitate the
distribution thereof.  If any assets of the Partnership are to be

                                35

<PAGE>   41

distributed in kind, such assets shall be distributed on the
basis of their fair market value, as determined by the Management
Committee or the liquidator, if any, acting in its sole
discretion.


                              ARTICLE XI
                          DISPUTE RESOLUTION

     11.1 Arbitration.

          (a)  In the event a dispute arises between or among any
     Partners relating to the terms of this Agreement and any
     Partner gives written notice of such dispute to the
     Management Committee, then each of the Partners involved in
     such dispute shall refer the dispute to its senior
     management.  The senior management of each Partner involved
     in such dispute shall meet and confer regarding the
     resolution of the dispute.  In the event a resolution of
     such dispute is not reached within 30 days of the written
     notice, then any of the Partners involved in such dispute
     may submit the dispute to arbitration in accordance with
     Section 11.1(b).

          (b)  Arbitration of disputes pursuant to this Section
     14.1(b) shall be held in Charlotte, North Carolina under the
     commercial arbitration rules of the American Arbitration
     Association, and shall be heard by three arbitrators
     selected in accordance with such rules.  Each arbitrator
     shall have at least five years experience in the United
     States in a profession or professions related to the subject
     matter involved in the dispute and shall not be a past or
     present officer, director or employee of, or have any
     interest in or material relationship with, any Partner or
     any Affiliate of any Partner.  Any arbitral award shall be
     final and binding and may be entered by any Partner in any
     state or Federal court having jurisdiction thereof.  Costs
     of arbitration (including reasonable attorney's fees and
     costs) shall be paid either equally by the parties to the
     arbitration or in accordance with the decision of the
     arbitrators.

     11.2 Buy/Sell Option.

          (a)  In the event that the Management Committee is
     unable to reach a unanimous decision with respect to any
     matter set forth in Section 6.2, either of the General
     Partners (such Partner herein referred to as a "Buy-Out
     Offeror") shall have the right to make a written offer to
     buy (a "Buy-Out Offer") all (but not less than all) of the
     Partnership Interests of the other General Partner and its
     Affiliates.  The Buy-Out Offer shall be at a price
     determined in accordance with the Appraisal Procedure (the
     "Aggregate Purchase Price") which shall be payment for all
     of the assets, liabilities and business of the Partnership,
     and the amount to be paid to any selling Partner under this
     Section 11.2 shall be equal to the amount such selling
     Partner would receive if all the assets, liabilities and
     business of the Partnership were sold at the Aggregate
     Purchase Price on the date the Buy-Out Offer was made and
     the Partnership were then immediately dissolved in
     accordance with Section 10.2.  The General Partners hereby
     agree to use their best efforts to cause the Appraisal
     Procedure to be completed within ninety (90) days after it

                                  36

<PAGE>   42

     has been initiated.  The General Partner receiving a Buy-Out
     Offer (a "Buy-Out Offeree") shall, within 30 days of the
     determination of the Aggregate Purchase Price in accordance
     with the Appraisal Procedure, either (a) accept the Buy-Out
     Offer on behalf of itself and its Affiliates who own
     Partnership Interests or (b) agree to purchase all (but not
     less than all) of the Partnership Interests of the Buy-Out
     Offeror and its Affiliates upon the foregoing terms and
     using the same Aggregate Purchase Price as was determined in
     accordance with the Appraisal Procedure to determine the
     amount owing to each selling Partner.  The failure of any
     Partner receiving a Buy-Out Offer to respond to such Buy-Out
     Offer within such 30-day deadline of its receipt thereof,
     either agreeing to accept such Buy-Out Offer on behalf of
     itself and its Affiliates or by agreeing to purchase all
     (but not less than all) of the Partnership Interest of the
     Buy-Out Offeror and its Affiliates on the foregoing terms,
     shall constitute (without any further action by the Buy-Out
     Offeror, the receiving General Partner or any other Partner)
     an irrevocable acceptance of such Buy-Out Offer by the
     receiving General Partner binding on and enforceable against
     such General Partner and its Affiliates.

          (b)  Any purchase of Partnership Interests required
     pursuant to subsection 11.2(a) shall be made through the
     redemption of such Partnership Interests by the Partnership;
     provided, however, that if such redemption is prohibited by
     the Project Loan Documents, such purchase shall be made
     directly by the purchasing General Partner.  The closing
     date for any such purchase shall be on the date set by the
     purchasing General Partner which may be at any time within
     180 days of the acceptance of a Buy-Out Offer or agreement
     to purchase, as the case may be.  In the event the
     purchasing General Partner does not close the purchase
     within such 180-day period, then the purchasing General
     Partner's right to purchase Partnership Interests under
     Section 11.2(a) shall at the close of business on such 180th
     day terminate and the other General Partner shall thereafter
     have the right to purchase the Partnership Interests of the
     purchasing General Partner and its Affiliates at a price
     determined by using the same Aggregate Purchase Price and
     such other General Partner shall have 180 days immediately
     following the expiration of the initial 180 day period in
     which to close such purchase.  The price to be paid to each
     selling Partner shall be paid by the purchasing General
     Partner in immediately available funds at the closing.


                             ARTICLE XII
                            MISCELLANEOUS

     12.1 Distributions and Notices.  Distributions hereunder
shall be sent, and notices required or permitted hereunder shall
be in writing and shall be sent, to the address set forth for
each Partner in signature pages hereof, or at such other address
as may be supplied by written notice given in conformity with the
terms of this Section 12.1.  Notices to the Management Committee
shall be sent care of all Partners who have a right to designate
members of the Management Committee.  Any notice required or
permitted under this Agreement shall be in writing and shall be
deemed to have been duly given and/or delivered (a) when
personally delivered, (b) when sent by telefax and receipt is
acknowledged via telephone or otherwise as confirmation of such

                                37

<PAGE>   43

receipt but only if the sender obtains a printed confirmation of
the receipt by the recipient of the entire document, (c) the
second day following the day on which the same has been delivered
prepaid to a reputable overnight courier service providing proof
of receipt but only if sent for next business day delivery or (d)
five (5) days after the deposit in the United States mails,
registered or certified, return receipt requested and postage
prepaid, in each case addressed to the party to whom such notice
is to be given at the address set forth on the signature pages
hereof), or at the most recent address(es) specified by written
notice given to the other party in the same manner provided in
this section; provided, however, that notice of an address change
shall not be effective until actually received.  Distributions
shall be deemed given only upon the receipt thereof by a Partner.

     12.2 Disclosure Obligations.  The Partnership hereby
covenants and agrees for the benefit of Cogentrix GP and VF
Delaware that it shall (a) notify Cogentrix GP and VF Delaware of
any material fact necessary in order to make any of the
representations, warranties or other statements made by it in the
Project Documents, or any other written statement provided to
Cogentrix GP or VF Delaware not misleading and (b) disclose in
writing to Cogentrix GP and VF Delaware any fact which materially
adversely affects, or which could reasonably be expected in the
future to materially adversely affect Cogentrix GP, VF Delaware
or the Project, in each case under clause (a) or (b) above
promptly upon receiving knowledge of any such fact.

     12.3 Successors and Assigns.  Subject to the restrictions on
transfer set forth herein, this Agreement, and, each and every
provision hereof, shall be binding upon and shall inure to the
benefit of the Partners, their respective successors, successors-
in-title, heirs and assigns, and each and every successor-in-
interest to any Partner, whether such successor acquires such
interest by way of gift, purchase, foreclosure or by any other
method, shall hold such interest subject to all of the terms and
provisions of this Agreement.

     12.4 Amendments.  This Agreement may not be released,
discharged, amended or modified in any manner except by an
instrument in writing signed by a duly authorized officer of each
party hereto.

     12.5 Partition.  The Partners hereby agree that no Partner,
nor any successor-in-interest to any Partner, shall have the
right while this Agreement remains in effect to have the property
of the Partnership partitioned, or to file a complaint or
institute any proceeding at law or in equity to have the property
of the Partnership partitioned, and each Partner, on behalf of
itself, its successors, representatives, heirs and assigns,
hereby waives any such right.  It is the intention of the
Partners that during the term of this Agreement, the rights of
the Partners and their successors-in-interest, as among
themselves, shall be governed by the terms of this Agreement, and
that the right of any Partner or successor-in-interest to assign,
transfer, sell or otherwise dispose of its interest in the
Partnership shall be subject to the limitations and restrictions
of this Agreement.

     12.6 No Waiver.  No waiver of any right under this
Agreement shall be deemed effective unless contained in a writing
signed by the party charged with such waiver.  The failure of any
Partner to insist upon strict performance of a covenant hereunder

                               38

<PAGE>   44

or of any obligation hereunder, irrespective of the length of
time for which such failure continues, shall not be a waiver of
such Partner's right subsequently to demand strict compliance.
No consent or waiver to or of any branch or default in the
performance of any obligation hereunder, shall constitute a
consent or waiver to or of any other breach or default in the
performance of the same or any other obligation hereunder.

     12.7 Entire Agreement.  This Agreement constitutes the full
and complete agreement of the parties hereto with respect to the
subject matter hereof and supersedes any and all prior
agreements, understandings, promises and representations made by
either party to the other concerning the subject matter hereof
and the terms applicable hereto, including, without limitation,
the Original Agreement.

     12.8 Captions.  Titles or captions of articles, sections and
subsections contained in this Agreement are inserted only as a
matter of convenience and for reference, and in no way are
intended to define, limit, extend or describe the scope of this
Agreement or the intent of any provision hereof.

     12.9 Counterparts. This Agreement may be executed in any
number of counterparts, all of which together shall for all
purposes constitute one Agreement, binding upon the Partners
notwithstanding that all Partners may not have signed the same
counterpart.

     12.10     Applicable Law.  This Agreement shall be deemed to
have been entered into and shall be construed and enforced in
accordance with the laws of the State of Delaware as applied to
contracts made and to be performed entirely within Delaware.

     12.11     Severability.  If any provision of this Agreement
is or becomes or is deemed invalid, illegal or unenforceable in
any jurisdiction, (a) such provision shall be  construed or
deemed amended to conform to applicable laws so as to be valid
and enforceable, or, if it cannot be so construed or deemed
amended without materially altering the intention of the parties
hereto, it shall be stricken, (b) the validity, legality and
enforceability of such provision will not in any way be affected
or impaired thereby in any other jurisdiction and (c) the
remainder of this Agreement shall remain in full force and
effect.

                              39

<PAGE>   45

          IN WITNESS WHEREOF, the Partners have executed this
Agreement as of the date first above mentioned.

                              COGENTRIX OF BUFFALO, INC.,
                                as General Partner

                              By  /s/ Thomas F. Schwartz
                              Printed Name:  Thomas F. Schwartz
                              Title:  Vice President - Finance
                                      and Treasurer

                              Address for Notices:

                              9405 Arrowpoint Boulevard
                              Charlotte, North Carolina  28273
                              Attention:  General Counsel

                              Address for Distributions:

                              9405 Arrowpoint Boulevard
                              Charlotte, North Carolina  28273
                              Attention:  Treasurer


                              VILLAGE FARMS OF DELAWARE, L.L.C.,
                                as General Partner

                              By:  Agro Power Development, Inc.,
                                   Managing Member

                                   By  /s/ J. Kevin Cobb
                                   Printed Name:  J. Kevin Cobb
                                   Title:  Vice President

                              Address for Notices:

                              10 Alvin Court
                              East Brunswick, New Jersey   08816
                              Attention:  Chief Financial Officer

                              Address for Distributions:

                              10 Alvin Court
                              East Brunswick, New Jersey   08816
                              Attention:  Chief Financial Officer

                                 40

<PAGE>   46

                              COGENTRIX GREENHOUSE INVESTMENTS,
                                 INC., as Limited Partner

                              By  /s/ Thomas F. Schwartz
                              Printed Name:  Thomas F. Schwartz
                              Title:  Vice President - Finance
                                      and Treasurer

                              Address for Notices:

                              9405 Arrowpoint Boulevard
                              Charlotte, North Carolina  28273
                              Attention:  General Counsel

                              Address for Distributions:

                              9405 Arrowpoint Boulevard
                              Charlotte, North Carolina  28273
                              Attention:  Treasurer



                              VILLAGE FARMS, L.L.C.,
                                as Limited Partner

                              By:  Agro Power Development, Inc.,
                                   Managing Member

                                   By  /s/ J. Kevin Cobb
                                   Printed Name:  J. Kevin Cobb
                                   Title:  Vice President

                              Address for Notices:

                              10 Alvin Court
                              East Brunswick, New Jersey   08816
                              Attention:  Chief Financial Officer

                              Address for Distributions:

                              10 Alvin Court
                              East Brunswick, New Jersey   08816
                              Attention:  Chief Financial Officer

                                 41

<PAGE>   47

                        Schedule 1.1(a)

             Calculation of Internal Rate of Return

Internal Rate of Return Calculation

The calculation of the Internal Rate of Return in connection with
determining the First Priority Return and Second Priority Return
will be based upon the cash inflows and cash outflows for
Cogentrix GP and Cogentrix LP.  The Internal Rate of Return shall
be computed utilizing Microsoft Excel software version 5.0.  The
Internal Rate of Return shall be computed utilizing the @XIRR
function in Excel.  For purposes of calculating the Internal Rate
of Return, the cash inflows and cash outflows to Cogentrix GP and
Cogentrix LP shall consist solely of the following:

     Partner Contributions

     All contributions made by Cogentrix GP and Cogentrix LP will
     be reflected as a cash inflow as of the date such
     contribution was received by the Partnership.  Cogentrix GP
     and Cogentrix LP will be credited for a partner contribution
     at any time such Partner funds cash into the Partnership.
     In addition, to the extent Cogentrix Energy, Inc. or any of
     its Affiliates funds cash directly into the Partnership or
     pays amounts to other persons to fulfill obligations under
     the Agreement or any of the Project Documents or Project
     Loan Documents or incurs costs or fees associated with
     securing an obligation to make a contribution to the
     Partnership, then such funding into the Partnership or such
     other payments and/or such costs or fees will be deemed a
     capital contribution by Cogentrix GP and Cogentrix LP as of
     the day on which such funding or payment is made or such
     costs or fees are incurred.

     Distributions to Partners

     All cash distributions will be reflected as a cash outflow
     on a net After-Tax basis (based on allocations of the
     Partnership's taxable income (loss) in accordance with
     Section 4.1) as of the date such cash distribution was
     received by the Partner.

The Internal Rate of Return calculation shall be performed by
Agro Power as of the end of each calendar quarter and is subject
to the approval of Cogentrix GP and Cogentrix LP.

All capitalized terms used in this Schedule 1.1(a) and not
otherwise defined herein shall have the meaning set forth in this
Agreement.

<PAGE>   48

                         Schedule 1.1(b)
                                
                         Project Budget


Construction Contract                                [xxx]
Land Lease Deposit                                   [xxx]
Land Acquisition                                     [xxx]
Land Grading                                         [xxx]
Soil Improvement                                     [xxx]
Landscaping                                          [xxx]
Construction Management Fees                         [xxx]
Turnkey Profit                                       [xxx]
Contingency, Startup & Testing                       [xxx]
                                                   -------
     Total Turnkey Contract                          [xxx]
                                                   -------

Engineering & Design                                 [xxx]
Accounting                                           [xxx]
Legal (VFIFA)                                        [xxx]
Legal (other)                                        [xxx]
Insurance                                            [xxx]
Environmental                                        [xxx]
Bank's Engineer                                      [xxx]
Administrative Fee                                   [xxx]
Bank's Local Counsel                                 [xxx]
Bank's Upfront Fee                                   [xxx]
Title Insurance                                      [xxx]
Interest During Construction                         [xxx]
Professional Consultant                              [xxx]
Development Fee                                      [xxx]
                                                   -------
     Other Transaction Costs                         [xxx]

     Total Construction & Transaction Costs          [xxx]
                                                   -------

     Equity Contribution                 [xxx]%      [xxx]
     Construction/Term Facility Amount   [xxx]%      [xxx]


Total Sources of Funds                               [xxx]
                                                   -------

------------
[xxx]  These portions of this exhibit have been omitted and filed
       separately with the Commission pursuant to a request for
       confidential treatment.

<PAGE>   49
                                
                         Schedule 1.1(c)
                                
                        Project Documents
                                
Ground Lease dated September 4, 1997 between Agro Power
Development, Inc. and The Buffalo Enterprise Development
Corporation
                                
                         Schedule 1.1(d)
                                
                              Site

<PAGE>   50
                                
                          Schedule 6.3

              Initial Officers of the Partnership



     Name                                    Title

     Michael A. DeGiglio                     President
     Thomas F. Schwartz                      Vice President
     Albert Van Zeyst                        Vice President
     J. Kevin Cobb                           Vice President
     Michael Minerva                         Vice President
     Lawrence J. Howard                      Treasurer
     Dennis W. Alexander                     Secretary
     Lori T. Hladik                          Assistant Secretary
     Eilene M. Beck                          Assistant Secretary