Exhibit 10.108
Construction Loan Agreement ME, NH, MA, RI, CT, NJ
11390 1/92

                           CONSTRUCTION LOAN AGREEMENT


THIS AGREEMENT,  made is on March 10, 1997, by and between Pocono Village Farms,
L.P., a Delaware Limited Partnership at 10 Alvin Court, East Brunswick, NJ 08816
(called  collectively  "Borrower,")  and  First  Pioneer  Farm  Credit,  ACA,  a
corporation  organized  under and  pursuant to the laws of the United  States of
America  with its  office  at 9  County  Road  618,  Lebanon,  NJ 08833  (called
"Lender.")

1.  CONSTRUCTION  LOAN.  Lender has agreed to lend,  and  Borrower has agreed to
borrow,  the sum of $297,500.00  (called the "construction  loan") to be used in
the erection, construction and completion of the improvements,  described below,
on a  certain  parcel  of  land in the  Township  of  Mount  Carmel,  County  of
Northumberland,    State   of   Pennsylvania,   described   in   a   deed   from
________________________ to  ________________________  dated _____, and recorded
in the  ________________________  Registry of Deeds at _______________________ ,
in Book at Page ___________  [Attachment "A"] (called the "Premises.") This loan
is  subject  to the  terms  of this  Construction  Loan  Agreement  as well as a
promissory  note (the  "Note") and secured by a mortgage  on the  Premises  (the
"Mortgage") in the amount of $2,200,000.00, both bearing even date herewith, and
any other legal Loan Documents governing the consruction loan.

2.  DISBURSEMENTS  SCHEDULE.  The  construction  loan  purpose  is  to  pay  the
construction  costs in connection  with erecting and  completing on the Premises
the following (called the "improvements"):

The amount of the  construction  loan may be advanced in  installments,  made at
Lender's sole discretion,  according to the  satisfactory  completion of work as
follows:


o  Purchase and install boilers and CO2 systems ...........    $

o  Upon arrival of materials ..............................    $ 210,000.00

o  Upon completion of boiler room #1 ......................    $  50,000.00

o .........................................................    $  37,500.00

o .........................................................    $

o .........................................................    $

                                                               =============
TOTAL .....................................................    $ 297,500.00


3.  COMPLETION   DATE.   Construction   work  shall  begin   [immediately]   [by
______________].  The  improvements  must be fully completed by 12/1/97.  At its
sole option,  Lender may extend the time for completing  construction  work, but
Lender shall have no obligation to do so.

4. QUALITY.  All construction work shall be done according to the building plans
and  specifications  submitted to Lender. All work shall be performed in a good,
first-class,   workman-like  manner  to  the  satisfaction  of  Lender,  and  in
compliance with all applicable  building codes, zoning and other legal and trade
standards  and  requirements.  Materials  and  fixtures  shall  be of a  quality
satisfactory to Lender, or as specified in building plans or specifications.

5. ADVANCES.  All advances are at Lender's sole  discretion and may be made only
upon the certified  completion of work required for each particular  installment
or the favorable report of Lender's representative.

Lender's sole  discretion  shall  determine  whether the quality and progress of
construction work is sufficient to entitle Borrower to request the next advance.
Lender shall have the right to require, at Borrower's  expense,  the approval of
any or all phases of the  construction  work by an engineer,  architect or other
qualified professional  acceptable to Lender. Lender's advance of funds does not
constitute  acceptance or approval of any work performed or materials  used, and
advances in the future may be denied for  unsatisfactory  work  existing  when a
previous advance was made.

Borrower  shall request  advances  hereunder  using such forms,  procedures  and
certifications, and taking such other action as Lender shall require in its sole
discretion  from time to time.  Lender is  entitled to at least three days prior
notice of any request for an

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advance. In its sole discretion, Lender may advance the whole or any part of any
advance  before it becomes due.  Lender may advance the whole or any part of any
advance before it becomes due. Lender may advance to Borrower or directly to the
contractor,  with notice to Borrower, at Lender's discretion.  Lender shall have
no liability for any delay in advancing funds or determining  the  acceptability
of work performed.

6. ADVANCE MAY BE WITHHELD.  Lender,  in its  discretion,  may refuse to make an
advance if:

     A.   All work done at the  construction  site when the advance is requested
          is not  satisfactory  to  Lender;  or if all  materials  and  fixtures
          usually finished and installed by that time are not actually  finished
          and  installed;  or if Lender has not had  reasonable  opportunity  to
          inspect  the work  completed  or obtain  other  evidence  required  to
          determine satisfactory completion.

     B.   There is any lien or  encumbrance  upon the  Premises,  other than the
          Mortgage, or Lender has received notice of any other mortgage, lien or
          encumbrance, unless such lien is authorized herein.

          Before any  advance is made,  Lender may conduct a title  rundown,  at
          Borrower's expense, to confirm that there are no changes from the date
          the  Mortgage was  recorded;  and/or  require  Borrower to procure and
          deliver  to  Lender  lien  waivers   from  any  or  all   contractors,
          subcontractors,  suppliers or others; or require such other proof that
          the Premises have not become encumbered by any lien, judgment,  notice
          of contract or assignment  of contract  subsequent to the recording of
          Lender's mortgage.  The following liens on the Premises are authorized
          by Lender: None.

     C.   Borrower is in default under the Note or Mortgage; or demand under the
          Note has been made (if applicable);  or Borrower is in violation of or
          in default under any provision of this Agreement,  the Note, Mortgage,
          or any other legal Loan  Document  governing  the  construction  loan,
          unless  such  violation  has been  specifically  waived in  writing by
          Lender.

7. LENDER'S REMEDIES. If construction of the improvements is discontinued at any
time,  or if the work does not proceed  according  to schedule,  or if none,  at
reasonable speed,  Lender (or its successors or assigns) may purchase  materials
and employ workmen to complete and protect the work. If any  mechanic's  lien or
liens,  judgement or assignment of contract is filed against the Premises or any
part thereof, Lender may pay and satisfy them. If any taxes, assessments,  sewer
rents or water rates assessed  against the Premises are unpaid when due,  Lender
(or its  successors or assigns) may pay the same.  Payments made by Lender under
this paragraph shall be in Lender's sole discretion; and all such payments shall
be deemed to be  evidenced  by the Note and  secured by the  Mortgage as if they
were advances made to the Borrower.


8. BORROWER'S  COVENANTS AND WARRANTIES.  Borrower accepts the construction loan
upon the terms and  conditions  herein  specified,  and  covenants  to erect and
finish the  improvements  according to the plans and  specifications  previously
submitted to and approved by Lender,  and in accord with all  applicable  local,
state and  federal  laws.  Borrower  covenants  to  prosecute  the work with all
reasonable  speed and  diligence.  Borrower  further  covenants  and warrants to
Lender as follows:  (A.) Borrower shall promptly begin  construction,  and shall
complete  construction  using  due  diligence  and in full  compliance  with all
applicable  specifications  and requirements by the date specified herein.  (B.)
All amounts  advanced  hereunder  will be used for the  purposes,  as  specified
herein.  (C.) All improvements shall be constructed within the boundaries of the
Premises and shall meet all zoning and setback requirements. (D.) Borrower shall
maintain  such   insurance  as  may  be  required  by  Lender,   including  "All
Risk/Builder's Risk" insurance.  All policies shall name Lender as mortgagee and
shall provide for at least 30 days prior written  notice to Lender of any change
in  coverage  or of  cancellation.  (E.)  Lender,  its  agents  representatives,
successors and assigns,  shall have free access to the Premises at all times and
the right to inspect the improvements and all of Borrower's  records relating to
the improvements.  (F.) Borrower shall  immediately  notify Lender in writing if
any:  litigation;  liens;  citations  for  violations,  complaints  or orders by
governmental  authorities  are  commenced  or filed  against the Premises or the
improvements;  or if the  improvements  are damaged or  destroyed by fire or any
other cause.  (G.)  Borrower  shall not create or allow to exist any lien on the
Premises  or  the  materials  used  in the  improvements,  whether  superior  or
subordinate to Lender's interest,  without Lender's prior written approval. (H.)
Upon Lender's  demand,  Borrower shall promptly take such action or execute such
documents as may be required by Lender. (I.) Borrower will timely and completely
comply with and fulfill all of the terms and  provisions  to be complied with or
fulfilled by the borrower under this Agreement, the Note, Mortgage and all other
legal Loan Documents.  (J.) Borrower further acknowledges and agrees that Lender
does  not  warrant,  guaranty,  certify  or make any  representations  as to the
quality of the improvements,  the workmanship, or the improvements conforming to
any design,  specification(s),  building code(s) or use(s). (K.) Each request by
Borrower for an advance  hereunder  shall  constitute  an  affirmation  that the
representations  and warranties made in this Agreement and in the Note, Mortgage
and other  legal Loan  Documents  remain true and correct as of the date of such
request and,  unless Lender is notified to the contrary prior to disbursement of
the requested advance, will continue to be so on the date of such advance.

9. DEFAULT.  The following  shall be defaults under this  Agreement:  (A.) Sale,
assignment,  mortgage  or any  other  transfer  of  Borrower's  interest  in the
Premises,  or in this  Agreement,  without the prior written  consent of Lender,
including a contract  of sale in which  title does not pass;  (B.) A petition is
filed by or against  Borrower under any Chapter of the U.S.  Bankruptcy  Code or
any state insolvency or  reorganization  law; (C.) Default on any other mortgage
or  lien  upon  the  Premises;  (D.)  Material  injury  or  destruction  of  the
improvements by fire or other  casualty;  (E.) The death,  dissolution,  merger,
insolvency or change in control of

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Borrower  before receipt of the last advance;  (F.) Failure to timely obtain any
permits  or  governmental   approval   necessary  to  the  construction  of  the
improvements;  (G.) Borrower's  failure to keep any covenant,  warranty or other
obligation of this Agreement,  or in the Note,  Mortgage or any other legal Loan
Document  connected with the construction loan. (H.) The occurrence of any event
of default under the Note, Mortgage or any other legal Loan Document,  or in any
obligation  of  Borrower to Lender.  (I.) If in the  opinion of the Lender,  the
estimated  cost of  completing  the  improvements  is in excess of the amount of
funds available to Borrower hereunder to complete such improvements.


10. LENDER'S RIGHTS UPON DEFAULT.  In the event of any default:  (A.) Lender may
refuse to make any further advances; (B.) At Lender's option, Lender may declare
the  construction  loan, as evidenced by the Note and Mortgage,  immediately due
and payable and  exercise all rights and  remedies  under the Note,  Mortgage or
other legal Loan  Documents  or as  otherwise  available  to Lender at law or in
equity;  (C.)  Lender,  at its option,  may  continue to make  advances  without
becoming  liable to make any  other  advances  and  without  waiving  any of the
Lender's right to demand payment of the  indebtedness  and without giving up any
of Lender's other rights or waiving them.


11.  FINAL  ADVANCE.  Lender  shall  not be  obligated  to make a final  advance
hereunder  until  it has  received  from the  Borrower  the  following:  (A.) If
requested,  lien  waivers in form and  substance  satisfactory  to Lender;  (B.)
Evidence  that the  improvements  have  been  completed  and are  ready for use,
including a copy of the  Certificate  of  Occupancy  issued by the  municipality
where the  Premises  is located;  (C.) If  requested,  a survey of the  Premises
showing that the  improvements are within the boundary lines of the Premises and
that no encroachments exist.


12. LENDER HELD  HARMLESS.  Borrower  hereby  agrees to save,  hold harmless and
indemnify  Lender from and against any and all claims or liens for the price and
value of work, labor,  service and materials now or hereafter done or furnished,
in and about the erection and  completion  of the  improvements,  or any cost or
expense growing out of the same.  Borrower shall defend any action or proceeding
brought  against  Lender arising out of such liens or claims with an attorney of
Lender's choice.


IN WITNESS  WHEREOF,  the parties  hereto have executed this  Construction  Loan
Agreement the day and year first above written.


Pocono Village Farms, L.P.               Pocono Village Farms, L.P.


-----------------------                  ----------------------
Borrower by: J. Kevin Cobb,              Borrower by: Thomas F. Schwartz,
Vice President                           Vice President

                                         First Pioneer Farm Credit, ACA


                                         ---------------------------------
                                         Title and Name: David W. Boone,
                                         Vice President


STATE OF New Jersey                 )
                                    ) SS:
COUNTY OF Monmouth                  )


     On this  10th day of March,  1997,  before  me the  subscriber,  personally
appeared J. Kevin Cobb and Thomas F. Schwartz*, to me personally known and known
to me to be  the  same  person(s)  described  in and  who  executed  the  within
Instrument and they severally acknowledged to me that they executed the same.


*Vice Presidents of Pocono Village Farms, L.P.
                                            _________________________________
                                            Notary Public  Lisa M. Miceli
                                            My Commission Expires:  July 6, 2000


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STATE OF New Jersey                 )
                                    ) SS:
COUNTY OF Monmouth                  )


     On this  10th day of March,  1997,  before  me the  subscriber,  personally
appeared David W. Boone, to me personally known who, being by me duly sworn, did
depose  and say that  s/he  resides  at  Phillipsburg,  NJ,  and that s/he is an
officer of First  Pioneer Farm Credit,  ACA,  the  corporation  described in and
which  executed  the  within  instrument,  that  s/he  knows  the  seal  of said
corporation,  that the seal affixed to said  Instrument is such corporate  seal;
that it was so affixed by order of the Board of Directors  of said  corporation,
and that s/he signed his name thereto by like order.


                               ____________________________________________
                               Notary Public:  Lisa M. Miceli
                               My Commission Expires:  July 6, 2000


                               COGENTREX OF POCONO, INC.,
                               General Partner


                               By:_________________________________________
                               Thomas F. Schwartz, Vice President-
                               Finance of Cogentrix of Pocono, Inc.

                               VILLAGE FARMS OF DELAWARE, L.L.C.,
                               General Partner, by Agro Power Development, Inc.,
                               Managing Member of Village Farms of
                               Delaware, L.L.C.



                               By:_________________________________________
                               J. Kevin Cobb, Senior Vice President of
                               Agro Power Development, Inc.







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