Exhibit 10.105

                     PROMISSORY NOTE AND SECURITY AGREEMENT

$1,375,000.00                                                     March 10, 1997
                                                            Wilmington, Delaware

     AGRO POWER  DEVELOPMENT,  INC., a New York  corporation  ("Agro"),  VILLAGE
FARMS OF DELAWARE,  L.L.C., a Delaware limited  liability  company ("VFD"),  and
VILLAGE FARMS, L.L.C., a Delaware limited liability company ("VF"; Agro, VFD and
VF are each  referred  to  herein as a  "Co-Obligor",  and  collectively  as the
"Co-Obligors"),  for value received and as evidence of indebtedness for borrowed
money,  hereby promises to pay to COGENTRIX DELAWARE HOLDINGS,  INC., a Delaware
corporation, its successors and assigns (the "Holder"), the principal sum of ONE
MILLION THREE HUNDRED SEVENTY-FIVE  THOUSAND DOLLARS  ($1,375,000.00),  together
with interest, in accordance with the terms and conditions set forth herein.

     1. Payment of Principal and Interest.  The Co-Obligors  shall (a) repay the
principal  balance  outstanding  under this Promissory Note in twenty (20) equal
quarterly installments,  and (b) pay, at such times as payments of principal are
required to be paid hereunder,  accrued interest on the unpaid principal balance
hereof at the rate of six percent  (6%) per annum from the date this  Promissory
Note is issued until the  repayment  in full of all  outstanding  principal  and
accrued interest.  The first quarterly payment of principal and accrued interest
shall be due and  payable  on  September  30,  1997,  and  subsequent  quarterly
payments  shall be due and payable on each  December  31,  March 31, June 30 and
September 30 thereafter  until and  including  June 30, 2002. A final payment of
all  principal  and  accrued  interest  then  outstanding  shall  be made by the
Co-Obligors  on June 30, 2002.  Notwithstanding  the  foregoing,  in the event a
payment of principal and accrued  interest under this  Promissory Note is stated
to be due on a day that is not a Business  Day  (defined  below),  such  payment
shall be due on the  immediately  preceding  Business  Day.  As used  herein,  a
"Business Day" shall mean any day other than a Saturday, Sunday or any other day
on which commercial banks in Wilmington,  Delaware are authorized or required by
law or executive order to be closed.

     2. Default Interest.  Notwithstanding the foregoing, the Co-Obligors hereby
promise to pay to the Holder interest at a rate per annum equal to the lesser of
ten  percent  (10%)  or  the  maximum  rate  allowed  by  applicable   law  (the
"Post-Default  Rate") on any  amounts  payable  by the  Co-Obligors  under  this
Promissory  Note  which  shall not have been paid in full when due  (whether  at
stated  maturity,  by  acceleration  or  otherwise),  for the  period  from  and
including  the due date  thereof to but  excluding  the date the same is paid in
full.  Interest at the  Post-Default  Rate shall be payable from time to time on
demand.

     3. Method of Payment.  All  payments of principal  and  interest  hereunder
shall be made in lawful money of the United  States of America and  delivered to
the  Holder  at its  offices  located  at 1105 N.  Market  Street,  Suite  1108,
Wilmington,  Delaware 19801, Attention:  Treasurer, or at such other place or to
such other person as the Holder may designate in writing to the Co-Obligors from
time to time.



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     4.  Prepayment.  The Co-Obligors  may not prepay this  Promissory  Note, in
whole or in part, without the prior written consent of the Holder.

     5. Events of Default. If one or more of the following events (herein called
"Events of Default") shall occur and be continuing:

     (a)  The Co-Obligors shall default in the payment when due of any principal
          of or accrued  interest on this  Promissory  Note or any other  amount
          payable by them hereunder; or

     (b)  Any Co-Obligor shall be in default of any note,  agreement,  indenture
          or  other  document  evidencing  or  relating  to any  obligation  for
          borrowed money in an original  principal  amount of  $5,000,000.00  or
          more; or

     (c)  The  occurrence of any of the following with respect to any Co-Obligor
          pursuant  to or within the meaning of any  Bankruptcy  Law (as defined
          below):

          (i)   commencement of a voluntary case or proceeding,

          (ii)  consent  to the entry of an order for  relief  against  it in an
                involuntary case or proceeding,

          (iii) consent to the appointment  of a custodian,  trustee or receiver
                of it or for all or substantially all of its property,

          (iv)  making a general assignment for the benefit of its creditors,

          (v)   admitting  in  writing  that  it  generally is unable to pay its
                debts as the same become due, or

          (vi)  the entry by a court of  competent  jurisdiction  of an order or
                decree under any Bankruptcy Law that:

                A   is for relief against any Co-Obligor in an involuntary  case
                    or proceeding,

                B   appoints a custodian,  trustee or receiver of any Co-Obligor
                    or for all or substantially all of its property, or

                C   orders the liquidation of any Co-Obligor;

then,  (1) in the case of an Event of  Default  other  than one  referred  to in
clause  (c) of this  Section 5, the Holder  may,  by notice to the  Co-Obligors,
declare the entire  outstanding  principal  amount,  and any and all accrued but
unpaid  interest  thereon,  under  this  Promissory  Note and all other  amounts
payable by the  Co-Obligors  (or any of them)  hereunder to be forthwith due and
payable,  whereupon  such amounts shall be immediately  due and payable  without
presentment,  demand, protest or other formalities of any kind, all of which are
hereby expressly  waived by each of the Co-Obligors;  and (2) in the case of the
occurrence  of an Event of Default  referred to in clause (c)


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of this  Section 5, the entire  outstanding  principal  amount,  and any and all
accrued but unpaid  interest  thereon,  under this Promissory Note and all other
amounts   payable  by  the   Co-Obligors   (or  any  of  them)  hereunder  shall
automatically  become immediately due and payable without  presentment,  demand,
protest or other  formalities of any kind, all of which are expressly  waived by
each of the Co-Obligors.

     As used herein,  "Bankruptcy  Law" means Title 11 of the United States Code
or any successor  thereto and any state law providing for the  appointment  of a
receiver with respect to any Co-Obligor.

     6. Security.  As security for the repayment of the principal,  interest and
other amounts due hereunder,  and for so long as any amounts remain  outstanding
hereunder,  each of the Co-Obligors hereby grants to the Holder a first priority
lien on and security interest in all cash  distributions or other payments which
it may receive,  directly or indirectly, or which it may be entitled to receive,
directly or indirectly, nor or in the future, from Pocono Village Farms, L.P., a
Delaware limited partnership (the "Partnership"), and all proceeds thereof. With
respect to cash  distributions  and other payments made following the occurrence
and during the  continuance  of an Event of Default  hereunder,  (a) each of the
Co-Obligors shall direct the Partnership to make any such cash  distributions or
other payments to which it may be entitled directly to the Holder,  and (b) each
of the  Co-Obligors  agrees that any such cash  distributions  or other payments
actually received from the Partnership by it shall be deemed to be held in trust
by such  Co-Obligor for the benefit of the Holder and shall  immediately be paid
over to the Holder by such  Co-Obligors.  Each Co-Obligor hereby covenants that,
for so long as any amounts remain  outstanding  under this  Promissory  Note, it
will not,  without the prior written  consent of the Holder,  grant a lien on or
security  interest in (y) any such cash  distribution  or other payment which it
may receive or which it may be entitled to receive now or in the future from the
Partnership,  or (z) its  interest  in the  Partnership  or any right to receive
distributions or payments from any partner of the  Partnership.  Each Co-Obligor
hereby  represents  that its  chief  executive  office  and  principal  place of
business is located at 10 Alvin Court, East Brunswick, New Jersey 08816.

     7. Co-Obligors.  Notwithstanding anything contained herein to the contrary,
each  Co-Obligor  shall be jointly and severally  liable for all amounts due and
payable  under  this  Promissory  Note as  though  each  were the  sole  obligor
hereunder.

     8.  Miscellaneous.  This Promissory Note shall be governed by and construed
in accordance with the laws of the State of Delaware without  application of the
principles  of  conflict  of  laws  thereunder;   provided,  however,  that  the
provisions of this Promissory Note relating to the perfection and enforcement of
the  lien  and  security  interest  in the  Collateral,  with  respect  to  each
Co-Obligor,  shall be governed by and construed in  accordance  with the laws of
the state where the chief executive  office of each Co-Obligor is located.  Each
Co-Obligor  agrees  to pay,  in  addition  to any  principal  and  interest  due
hereunder,  all costs incurred by the Holder to enforce this  Promissory Note or
to collect  amounts due hereunder,  including,  without  limitation,  reasonable
attorneys' fees and expenses.  No delay or omission on the part of the Holder in
exercising  any of its  rights or  remedies,  nor shall any delay,  omission  or
waiver on any one  occasion be deemed a waiver of, or a bar to the  exercise of,
the same or any other right or remedy on any future occasion.



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     IN WITNESS  WHEREOF,  each Co-Obligor has caused this Promissory Note to be
duly executed as of the date first above written.

                                   AGRO POWER DEVELOPMENT, INC.


                                   By:__________________________________________
                                       Printed Name:  J. Kevin Cobb
                                       Title:  Vice President

                                   VILLAGE FARMS OF DELAWARE, L.L.C.


                                       By:      Agro Power Development, Inc.,
                                                Managing Member

                                   By:__________________________________________
                                       Printed Name:  J. Kevin Cobb
                                       Title: Vice President

                                       VILLAGE FARMS, L.L.C.


                                       By:      Agro Power Development, Inc.,
                                                Managing Member

                                   By:__________________________________________
                                       Printed Name:  J. Kevin Cobb
                                       Title: Vice President


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