Exhibit 10.106



Association: First Pioneer Farm Credit, ACA             Issue Date:   03/05/1997
Customer #:  0152302728                                 Closing Date: 03/10/1997
Loan #:      4270258

                                 LOAN AGREEMENT

THIS  AGREEMENT is made on the above written date between  Pocono Village Farms,
L.P.  ("Borrower")  c/o  Agro  Power  Development,  Inc.  10 Alvin  Court,  East
Brunswick,  NJ 08816 and First Pioneer Farm Credit, ACA a corporation  organized
and  existing  under the laws of the United  States Under the Farm Credit Act of
1971, as amended,  having its office and place of business at 9 County Road 618,
Lebanon, NJ 08833 ("Lender").

WHEREAS,  Lender is  willing to  establish  or renew a credit  facility  for the
benefit of Borrower,  and to make advances  from time to time to Borrower  under
the terms hereof and the applicable Loan Documents.

NOW THEREFORE, it is mutually agreed as follows:

1.   LOAN  TERMS  AND  REPAYMENTS.  For  the  Parties'  mutual  convenience  and
     Borrower's ease of repayment,  the  Indebtedness  subject to this Agreement
     may be represented by one or more Note(s) with  different  repayment  terms
     and security.  The Parties shall be free to agree on such  repayment  terms
     and conditions as they may find mutually acceptable.  A list of the Note(s)
     subject hereto and a summary of their terms is shown on Exhibit "A".

     In  addition  to the terms  hereof,  the  specific  repayment  terms of the
     Indebtedness  and all other terms and  conditions  shall be as described in
     the Note(s) listed, and such other note(s),  other evidence of indebtedness
     or  obligation,  mortgage(s),  loan  agreement9s),  security  agreement(s),
     guaranty(ies),  writings related to or governed hereby,  as may be executed
     from time to time by Borrower, and all amendments,  renewals,  refinancings
     and replacements thereof (collectively: the "Loan documents"). The terms of
     all Loan  Documents are  incorporated  by reference  herein and made a part
     hereof.

2.   AVAILABILITY OF FUNDS.  Unless otherwise stated herein, or elsewhere in the
     Loan  Documents,  Borrower's  privilege to request and draw advances  shall
     expire on the date shown on Exhibit A hereto for each respective Loan/Line.
     Lender shall consider renewing or extending  Borrower's  privileges to draw
     funds  when  requested  by  Borrower,  and  upon  Borrower's   satisfactory
     completion of all Lender's requirements;  however,  Lender is not obligated
     to extend or renew  Borrower's  drawing  privileges,  and such action is in
     Lender's sole discretion.

3.   TERM OF THIS  AGREEMENT.  This  Agreement  shall remain in effect until all
     sums owing  hereunder  are paid in full and this  Agreement is  terminated,
     subject to all


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     written  extensions,  modifications  or  renewals  executed  by the Parties
     hereto from time to time.

4.   ADVANCES.  Lender is not obligated to make any future advances.  All future
     advances shall be added to the unpaid principal balance of the Indebtedness
     as evidenced by the applicable  note(s) and shall bear interest  thereunder
     from the date of the advance.  No advance needs to be made completed  after
     the occurrence of one or more of the following circumstances:

     a.)  Borrower  is in default  on this  Agreement,  or on any Loan  Document
subject  hereto,  or on any other  obligation  of Borrower or any  guarantor  to
Lender to this loan or related loaner in which lender has an interest; or

     b.) There has been a material adverse change in the financial  condition of
Borrower or the value or condition of the loan collateral; or

     c.) The  enforceability  of any  lien on any  unreleased  security  becomes
doubtful, or the priority of any such lien shall have changed.

5.   SECURITY  The  security  given by  Borrower  to  Lender  includes,  without
     limitation,  the following as all or any of these may be renewed or amended
     from time and time:

     5.1  A real estate mortgage to be recorded in the Town of Mount Carmel,  PA
          Registry of Deed/Mortgages.

     5.2  A Security  Agreement,  which  provides  a first  lien on all  assets,
          tangible or intangible, of the Borrower,  including all Greenhouse and
          related equipment, excluding Inventory and Accounts Receivable.

     All  security  now  existing  and  hereafter  given for the  payment of the
     Indebtedness shall continue in full force and effect until the Indebtedness
     is paid in full, despite any interim period during which no Indebtedness is
     outstanding,  and until all Note(s),  Loan  Documents and any  accompanying
     security documents are terminated.

     Borrower  agrees to deliver such  additional  security as Lender may at any
     time deem  necessary.  Borrower  further agrees to execute,  deliver,  file
     and/or record such documents or instruments, or take such other actions, as
     may be reasonably  required by Lender to  effectuate  the intention of this
     Agreement,  or to  assure  the  enforceability  and  collectability  of the
     Indebtedness,  the Loan  documents or any lien, or to otherwise  protect or
     enforce the rights of Lender  hereunder.  Borrower agrees to purchase flood
     insurance,  or  additional  flood  insurance,  in  such  amounts  as may be
     required  by Lender  if at any time  during  the life of this  loan  Lender
     determines  that any loan  collateral  is or will be  located  in a special
     flood hazard area.

6.   USE OF LOAN PROCEEDS. As set forth in the Loan Application.


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LOAN AGREEMENT


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7.   BORROWER'S  REPRESENTATIONS  AND  WARRANTIES.  Borrower makes the following
     representations and warranties to Lender.  WHICH REMAIN IN EFFECT UNTIL ALL
     SUMS SUBJECT TO THIS AGREEMENT ARE REPAID IN FULL.

     7.1  FINANCIAL  STATEMENTS.  All financial statements and other information
          previously  furnished  by  Borrower  to Lender are  accurate  in every
          material  respect;  there has not been any material  adverse change in
          the  financial  condition  of  Borrower  since  the  date of the  last
          financial  statement provided;  Borrower has no material  liabilities,
          fixed or contingent,  which are not fully shown or provided for in the
          said financial statements as of the date thereof.

     7.2  SOLVENCY. Borrower has sufficient capital to carry on the business and
          is  solvent  and able to pay debts as they  mature,  and  Borrower  is
          generally  paying such debts.  Borrower  owns property the fair market
          value of which  exceeds the dollar amount  required to pay  Borrower's
          debts.

     7.3  COMPLIANCE  WITH  LOAN  TERMS.  Borrower  is  performing  on, or is in
          compliance   with,  all  terms  of  all  Borrower's  other  loans  and
          obligations  to all  other  creditors,  if  any,  and  all  loans  and
          obligations to Lender, whether or not subject to this Agreement.

     7.4  LEGAL  ENTITY  WARRANTY.  If  Borrower  is a  legal  entity,  Borrower
          represents and warrants that it is duly  constituted  under applicable
          laws and is in good standing; that appropriate  authorization has been
          obtained to enter into this Agreement and all Loan Documents; and that
          when executed this Agreement and all Loan Documents shall be valid and
          legally binding on Borrower.

8.   LOAN APPROVAL CONDITIONS. Borrower covenants with Lender as follows:

     8.1  FINANCIAL PERFORMANCE.

         8.1.1 Net worth  must be  maintained  at a  percentage  of at least 20%
               (Book), improve by a least two percent annually and achieve a 40%
               net  worth  within  five  years.  (Measured  according  to  GAAP,
               consistently applied).

     8.2  INSURANCE.  In  addition  to the  insurance  requirements  of all Loan
          Documents,  Borrower shall maintain the following  indicated insurance
          coverage in full force, and naming Lender as beneficiary unless stated
          otherwise:

          8.2.1. Fire insurance,  with extended coverage,  on all Real Estate in
                 the amount of $2,200,000.00.

          8.2.2. Public liability insurance in the amount of $2,200,000.00.

          8.2.3. Mortgage title  insurance on all real estate  collateral in the
                 amount of $2,200,000.00.

     8.3  FINANCIAL INFORMATION. At Lender's request, Borrower shall provide, in
          a form  acceptable  to  Lender,  a current  balance  sheet and  income
          statement as

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          described and at such other  additional times as Lender may request in
          connection with this loan:

          8.3.1. Annual audited financial  statements within 120 days of the end
                 of each fiscal year and  unaudited financial  statements within
                 30 days of the end of the  first three quarters of  each fiscal
                 year.

          8.3.2. Budgets  and  operating  reports  for  the  Greenhouse  as  may
                 reasonably be requested for informational purposes.

     8.4  NOTICE.  Borrower shall provide prompt written notice to Lender of the
          following events:

          8.4.1. Change in management or ownership of the business.

          8.4.2. Default  on  loans  or  credit   arrangements  with  any  other
                 creditors.

          8.4.3. Occurrence  of any event  having a material  adverse  affect on
                 Borrower's business.

          8.4.4. Location change or new location of office or site of operation.

          8.4.5. Change to out of state or county for any collateral,  except in
                 the ordinary course of business.

          8.4.6  Restriction,  suspension,  revocation  or other  changes in all
                 permit(s),  license(s),  or authority(ies)  required to conduct
                 Borrower's business.

          8.4.7. Any order,  consent  order,  agreement,  notice or  requirement
                 affecting  Borrower  from  any  federal  or state  agency  with
                 jurisdiction or powers over environmental matters.

     8.5  NEGATIVE COVENENTS.  During the term of this Agreement,  Borrower will
          not  take any of the  following  actions  without  the  prior  written
          approval of Lender:

          8.5.1. Sell Borrower's business, abandon or cease business operations,
                 or merge or consolidate with any third party or entity.

          8.5.2. Dispose of all or a substantial  portion of Borrower's business
                 assets,  by  sale,  transfer,   lease,  gift,   abandonment  or
                 otherwise, except for sales of inventory in the ordinary course
                 of business.

          8.5.3. Mortgage,  pledge,  lease  for a period  exceeding  one year or
                 otherwise  make or allow the filing of any  collateral for this
                 Line of Credit.

          8.5.4. Make  distributions  unless: a) The calculation of Projected 12
                 Month Debt Service Coverage Ratio ("12 month DSCR") is 1.10X or
                 greater,  b) No Default or Event of Default shall have occurred
                 and be  continuing  except  that,  cash  distributions  will be
                 allowed to the  partners  of the  Borrower  for the  payment of
                 liabilities for State and Federal Income Taxes arising from the
                 allocations  of the  Borrower's  income to the  partners  ("Tax
                 Distributions"),  provided all loan approval conditions are met
                 before  and after  the  distributions.  The  amount of such tax
                 distributions  will be limited  to the lessor of Net  Projected
                 Cash Flow or the amount of the Federal or State Tax obligations
                 resulting  from the allocation of income to the partners of the
                 Borrower for the period.

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POCONO VILLAGE FARMS, L.P.                                                Page 4
LOAN AGREEMENT

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                 Projected 12 Month DSCR shall be calculated as follows: Project
                 Cash Flow the twelve month period updated for actual  Projected
                 Cash Flow and  projected  for the  remainder of the year,  plus
                 undistributed Retained Earnings divided by principal,  interest
                 and fees  payable on the Senior  Debt  during the same  period,
                 (Measured according to GAAP, consistently applied).

                 Projected  Cash Flow:  Project  cash flow for any  period  will
                 consist of (x) revenues from the sale of vegetables produce and
                 any other  operations  revenue and  investment  income for such
                 period less (y) fuel costs, utility expenses,  insurance costs,
                 and other  operation  and  maintenance  costs,  property,  real
                 estate,  sales and excise  taxes,  general  and  administrative
                 expenses, regional support costs, professional fees, Management
                 Costs  and  capital  expenditures  necessary  to  maintain  the
                 Greenhouse,  but excluding Federal and State partnership income
                 taxes, and Debt Service for such period.

          8.5.5. Net Project Cash Flow:  Project Cash Flow less Debt Service for
                 such  period.  Will not enter into an  agreement  with  another
                 creditor  which offers  terms/conditions  more  favorable  than
                 those offered to First Pioneer Farm Credit,  including  without
                 limitations a guarantee from any affiliated entity.

9.   DEFAULT. If a default hereunder should occur, Lender shall have such rights
     and remedies as are provided in the Promissory  Note(s) and Loan Documents,
     including without limitation and at Lender's sole option, the right to make
     demand or to accelerate the whole Indebtedness subject hereto.

     9.1  BREACH OF THIS AGREEMENT.  A breach of any warranty  contained herein;
          or any  material  misrepresentation  relating  hereto;  or  Borrower's
          failure to observe,  perform  timely or comply with any  provision  of
          this Agreement shall be a default under this Agreement.

     9.2  DEFAULT  UNDER LOAN  DOCUMENTS.  A default  under any Loan Document or
          other writing  related to or subject hereto shall also be a default on
          this Agreement.

GENERAL PROVISIONS.

10.  NON WAIVER. Waiver, by Lender of the breach of any term or covenant, or the
     failure of Lender to exercise  any option  given to it, or the  granting by
     Lender of any forbearance,  restructuring  or "borrower  rights" (as may be
     required or allowed  under the Farm Credit Act or other  applicable  law or
     regulations) shall not be deemed to be a waiver of any subsequent breach of
     such covenant or other breach of any other covenant,  or of Lender's rights
     thereafter to exercise any such option.  Any provision of this Agreement or
     the Loan Documents  subject hereto can be waived only by a writing , signed
     by an authorized representative of Lender.


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POCONO VILLAGE FARMS, L.P.                                                Page 5
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11.  SEVERABILITY.   If  any  provision  of  this  Agreement,  the  Note(s)  and
     Mortgage(s), any Loan Document or other obligation affecting this Agreement
     or any  other  document  given to  secure  the said  Indebtedness  shall be
     determined to be invalid, inapplicable to any party or unenforceable,  such
     determination   shall   not   affect   the   validity,   applicability   or
     enforceability  of  any  other  provision  of  that  instrument,   or  this
     Agreement.

12.  NO ORAL MODIFICATION.  This Agreement and all Loan Documents subject hereto
     cannot be changed or modified  orally,  but only by a writing signed by the
     party against whom enforcement is sought.

13.  NOT A CONSUMER  TRANSACTION.  Borrower agrees and acknowledges that this is
     not a consumer transaction.

14.  GOVERNING  LAW.  This  Agreement is subject to the  provisions  of the Farm
     Credit  Act of 1971  and  all  acts  amendatory  thereof  or  supplementary
     thereto; and shall be interpreted  according to the law of the State of New
     Jersey.

Signatures:
Pocono Village Farms, L.P.                 Pocono Village Farms, L.P.


By:_________________________________       By:_____________________________
   J. Kevin Cobb, Vice President              Thomas F. Schwartz, Vice President

                                           First Pioneer Farm Credit, ACA


                                           By:_____________________________
                                              David W .Boone, Vice-President

------------------------------------


________________________
Witness to All
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POCONO VILLAGE FARMS, L.P.                                                Page 6
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                          EXHIBIT "A" TO LOAN AGREEMENT

The following Promissory Notes are subject to this Loan Agreement:

Loan #: 4270258    $2,220,000.00       Long  loan  application.  All funds to be
                                       disbursed at closing  with the  exception
                                       of improvements to be completed.

                   Line #: 1           TERMS:    A     $2,220,000.00     Capital
                                       Non-Revolving  Line of Credit.  Funds are
                                       available  until the earlier of 12 months
                                       or   until   fully   disbursed.   Current
                                       principal  balance  is  $0.00.
                                       INTEREST RATE:  Variable rate loan,  with
                                       an initial rate of 8.75%,  rate tier:  LT
                                       Rate 4.
                                       NOTE  TO  BE  SIGNED  OR  GUARNATEED  BY:
                                       Pocono  Village  Farms,  L.P.
                                       REPAYMENT    TERMS:    $36,670.00    plus
                                       interest,   quarterly   starting   7/1/97
                                       DRAWING  PRIVILEGES EXPIRE: No later than
                                       12 months after closing.
                                       REQUIRED USE OF LOAN  PROCEEDS:  Purchase
                                       greenhouse property, Mount Carmel, PA and
                                       make planned improvements.




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POCONO VILLAGE FARMS, L.P.                                                Page 7
LOAN AGREEMENT