Exhibit 10.107


Installment Note - 11327                                                  Page 1
                           INSTALLMENT PROMISSORY NOTE

Filing Ref.:  Pocono Village Farms, L.P.               Printed: 35495.3539351852

Date:             03/10/1997


                                   Association:   First Pioneer Farm Credit, ACA
                                        Branch:             Flemington  028-012)
                                      Account#:                          4270258
                                    Customer #:                       0152302728


1.  INDEBTEDNESS.  For  value  received,  the  undersigned  (collectively:   the
"Borrower")  jointly and severally  promise to pay to the order of First Pioneer
Farm Credit,  ACA, or the Holder of this Note  (collectively:  the "Lender") the
principal  sum of Two  Million,  Two  Hundred  Thousand  Dollars  and Zero Cents
($2,200,000.00)  together with interest as set forth below,  all future advances
and all other sums owing hereunder (the "Indebtedness").

INSTALLMENTS.  Installments shall be made as follows:

Sixty (60) Quarterly installments of interest in the amount billed and principal
in the amount of $36,670.00,  beginning on 07/01/1997,  plus a final installment
of any amount  necessary  to pay the  Indebtedness  in full.  The amount of each
installment due after any change in the interest rate or optional future advance
shall be increased or decreased to reflect such change or advance.

2. FUTURE  ADVANCES.  This Note is also given for optional future advances up to
an unlimited  amount of  Indebtedness,  which may be made or arise from time to;
but Lender is not obligated to make future advances.  No future advance needs to
be made or completed if an Event of Default has  occurred,  or if Borrower is in
default on any Loan Document or on any other loan,  obligation or Agreement with
Lender or in which Lender has an interest.  All future  advances made  hereunder
shall be added to the unpaid principal balance hereof,  and shall bear interest,
as  provided  herein,  at the  rate  applicable  thereto  from  the date of such
advance.  Any advance made by Lender for taxes, liens,  judgments,  assessments,
insurance premiums,  environmental  compliance or to protect collateral pursuant
to any Loan Document,  at Lender's sole option,  shall be payable on demand,  or
such amount may be added to the unpaid principal balance hereof.

3. INTEREST RATE. The unpaid  principal  balance of the  Indebtedness  evidenced
hereby, including any amount which is not paid when due and all future advances,
shall bear interest  from the date  incurred or advanced at a VARIABLE  INTEREST
RATE, corresponding to the applicable Interest Rate Tier, both of which shall be
determined by Lender. The Interest Rate Tier assigned to Borrower may be changed
at any time, pursuant to Lender's credit criteria for that Tier, which change in
Tier may result in a change of the Variable Interest Rate applicable hereto. The
Variable Interest Rate applicable to any Tier also may be increased or decreased
at any time  pursuant to the Lender's  Interest  Rate Policy  applicable to this
Note and  pursuant  to the Farm  Credit Act of 1971,  as such  policy or law may
hereafter be amended.  Such Rate is  determined  from time to time as a means of
pricing loans to Lender's customers,  including Borrower, and is neither tied to
any  external  rate or index,  nor does it  necessarily  reflect the lowest rate
actually charged to any particular category of customers.  The Variable Interest
Rate

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Installment Note - 11327                                                  Page 2
                           INSTALLMENT PROMISSORY NOTE

Filing Ref.:  Pocono Village Farms, L.P.               Printed: 35495.3539351852

Date:             03/10/1997



of this Note shall not be limited by any State's  usury or other legal  interest
rate limits. The Rate applicable on the date hereof is 8.750% per year. Interest
shall accrue to the date of receipt of payment. If the Indebtedness shall become
due, because of acceleration due to Borrower's  default,  or because of maturity
under terms of this Note, or for any other reason,  then interest shall continue
as provided for herein until the Indebtedness is paid in full.

4. SECURITY. This Note is subject to a Loan Agreement, and the security includes
but is not limited to: Security  Agreement(s)  covering  tangible and intangible
assets,  and a Real  Estate  Mortgage  dated  03/10/1997,  and the  security  or
additional security described in the Loan Agreement,  as all or any of these may
be renewed or amended  from time to time.  All liens  shall  continue  in effect
until  the  indebtedness  is paid in full,  despite  any  interim  period  of no
indebtedness  outstanding,  and until this Note and the security  documents  are
terminated.

5. PREPAYMENT.  Except where limited by any attached  Interest Rate Rider,  this
Note may be  prepaid  without  penalty  in whole or in part at any time.  Unless
otherwise agreed in writing by Lender,  partial prepayments shall not operate to
defer or reduce the installments due hereunder.

6.  EVIDENCE  OF  INDEBTEDNESS.   Advances,  interest  and  other  charges,  and
repayments shall be posted to Lender's accounting record,  which record shall be
evidence of the Indebtedness owing hereunder from time to time, and which record
shall be admitted  into  evidence in any  dispute  involving  this Note as prima
facie evidence of the amount of the Indebtedness. Each statement of account sent
to Borrower shall constitute an account stated,  and shall be deemed accepted by
and binding upon Borrower unless specific written  objection thereto is received
by Lender within 30 days after the date thereof.  All payments and credits shall
be applied to the  Indebtedness in such reasonable  manner as Lender in its sole
discretion shall elect.

7.  DEFAULT.  It is expressly  agreed that the whole of the  Indebtedness  shall
become  immediately  due and payable,  at Lender's  sole option,  together  with
collection  costs if any of the following  "Events of Default" should occur: a.)
Any installment or other amount due hereunder or under any Loan Document remains
unpaid  for 30 days  after  the due  date  thereof,  including  all  extensions,
renewals and  reamortizations;  or b.) Borrower's or any Guarantor's  failure to
perform  timely or observe any term or  provision of this Note or any other Loan
Document  securing  or  otherwise  related  hereto;  or c.)  The  breach  of any
warranty,  representation,  covenant or agreement in any Loan  Document,  or any
material  misrepresentation  made to Lender under any Loan  Document,  financial
statement or loan application related hereto; or d.) Lender declares Borrower or
any  Guarantor in Default on any Loan  Document  securing or  otherwise  related
hereto;  or e.) Lender declares a default on any other obligation of Borrower or
any guarantor to Lender or in which Lender has an interest.

8. COLLECTION  COSTS AND FEES.  Borrower jointly and severally agrees to pay all
costs,  charges and expenses,  including  reasonable  attorneys fees,  which are
incurred by Lender in connection with  preserving or protecting  Lender's rights
and interests under this Note, any Mortgage, Security Agreement, Loan Agreement,
Guaranty  or other  legal  document  related  to or


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Installment Note - 11327                                                  Page 3
                           INSTALLMENT PROMISSORY NOTE

Filing Ref.:  Pocono Village Farms, L.P.               Printed: 35495.3539351852

Date:             03/10/1997


affecting  this  Note  or  the  Indebtedness  (all  collectively   called  "Loan
Documents") whether or not a legal action is filed; or incurred by Lender in the
event of suit on the Loan Documents;  or incurred in other legal proceedings for
the  collection  of  the  Indebtedness   secured  hereby;  or  incurred  in  any
foreclosure  brought by Lender;  or incurred in any other  legal  proceeding  to
protect  or  sustain  any   mortgage  or  lien   granted  as  security  for  the
Indebtedness; or incurred in any litigation or controversy, including any action
in  Bankruptcy  Court,  affecting,  arising  from or  connected  with  the  Loan
Documents or  Indebtedness.  Such amounts  together  with  interests as provided
herein shall be added to the unpaid  principal  balance hereof,  notwithstanding
the maximum  amount of  Indebtedness  described in any Loan  Document;  shall be
evidenced by this Note and secured by all loan collateral  documents;  and shall
be a lien of the same priority on all loan collateral.

9. ADDITIONAL TERMS. Borrower hereby jointly and severally: a) agrees to pay the
Indebtedness   evidenced   hereby  without   set-off,   deduction,   defense  or
counterclaim; and b) waives presentment,  demand, protest, notice of protest and
dishonor;  and c) guaranties  payment of this Note when due and consents without
notice to the release of security  and/or of other obligors and to any change in
terms or  extensions  of time  for  payment  for any  period  regardless  of the
original  terms of this Note;  and d) agrees not to assert against any holder of
this Note any  defenses or rights of set-off  which any of the  borrowers or any
endorser may have against the payee hereof; and e) agrees to provide,  in a form
acceptable to Lender, a current balance sheet and income statement  annually and
at such other  additional  times as Lender may request in connection with loans;
and f) agrees to deliver such additional security as Lender may at any time deem
necessary;  and g) agrees  that the terms of the Loan  Documents  shall bind and
inure to the benefit of the heirs,  executors,  administrators,  successors  and
assigns of the parties hereto.

10.  NON-WAIVER.  Lender's waiver of Borrower's  breach,  or Lender's failure to
exercise  any right,  or Lender's  granting  of  forbearance,  restructuring  or
"borrower  rights"  (under  the  Farm  Credit  Act or  other  applicable  law or
regulations)  shall not be deemed a waiver of any subsequent  breach of the same
covenant or the breach of any other covenant,  or of Lender's rights  thereafter
to exercise any right. Any provision of the Loan Documents may be waived only by
a writing,  signed by an authorized  representative of Lender.  This note may be
assumed only with prior written permission of the Lender.

11.  RELEASES.  Lender may, at its sole option and without  notice,  release any
part of the security  described in the Loan Documents,  or release any person or
entity liable for or guaranteeing the Indebtedness,  or agree to extend time for
payment of the Indebtedness,  or provide "borrower rights" under the Farm Credit
Act  without  in any way  affecting  the  lien  thereof  (except  to the  extent
released) or without  releasing any unreleased person or entity obligated to pay
or guaranty the Indebtedness.

12.  AGENCY.  Each  of  the  undersigned  hereby  appoints  each  of  the  other
undersigned  as his,  her or its agent for  purposes  of the within  obligations
until  written  notice of  termination  of such agency is  actually  received by
Lender.

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Installment Note - 11327                                                  Page 4
                           INSTALLMENT PROMISSORY NOTE

Filing Ref.:  Pocono Village Farms, L.P.               Printed: 35495.3539351852

Date:             03/10/1997


13.  EXECUTION OF DOCUMENTS.  Borrower 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  transaction,
or to assure the  enforceability  and  collectability of the Indebtedness or any
Loan Document or lien,  or to otherwise  protect or enforce the rights of Lender
thereunder.

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

THIS NOTE IS SUBJECT TO THE TERMS ON THE PREVIOUS  PAGE(S) AND, WHEN APPLICABLE,
THE TERMS ON ANY ATTACHMENTS OR RIDERS,  ALL OF WHICH THE UNDERSIGNED  HAVE READ
PRIOR TO SIGNING.

Signed and sealed in the Presence of:

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

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

____________________________________
Witness to All



                                       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.