Exhibit 10.109

Security Agreement 11079 ST (Revised 6/93)                               Page: 1

                               Security Agreement

Filing Ref.: Pocono Village Farms, L.P., J. Kevin Cobb and Thomas F
   Creditor: First Pioneer Farm Credit, ACA

                                                 Printed: 03/06/1997 09:23:57 AM
                                               Office At: Lebanon, NJ

1. Security Interest

Pocono Village Farms,  L.P.  residing in the town of East  Brunswick,  county of
Middlesex,  State  of New  Jersey,  whose  mailing  address  is c/o  Agro  Power
Development,  Inc., 10 Alvin Court, East Brunswick, NJ ("Debtor", whether one or
more),  for value  received,  hereby grants to First Pioneer Farm Credit,  ACA a
Federally  chartered  instrumentality of the United States under the Farm Credit
Act of 1971 as amended,  having its place of business  and mailing  address at 9
County Road 618,  Lebanon,  NJ, 08833  "Secured  Party",  a continuing  security
interest in all Debtor's or any of their  property of the following  description
wherever located, including such property located at:

     1)   The farm of about 59 acres  occupied and operated by Debtor on (Street
          & No.) in the Town of Mount Carmel, County of Northumberland, State of
          Pennsylvania  the  record  title to  which is in the name of :  Pocono
          Village Farms, L.P.

1. All  equipment  of the  Debtor,  whether  now  owned or  hereafter  acquired,
including, without limitation, glass and plastic greenhouses, planting machines,
freezers,  irrigation equipment, racks, trays and supplies, heaters, tillage and
harvesting  tools,   furniture  and  office  equipment,   computers,   printers,
communications  equipment,   materials  and  supplies,   machinery,   trade  and
production equipment,  fixtures, and all other goods used by the Debtor which do
not constitute inventory and farm products.

2. As to all of the  foregoing,  cash proceeds,  non-cash  proceeds and products
thereof,  additions  and  accessions  thereto,  replacements  and  substitutions
therefor,  and all related books,  records,  journals,  computer  print-outs and
data, of the Debtor.

Also,  all such property  which is hereafter  acquired by Debtor or any of them,
including but not limited to, all natural increase, substitutions, replacements,
accessions and additions.  No security  interest shall attach to  after-acquired
consumer goods other than  accessions  unless the Debtor acquires rights in them
within ten (10) days after Secured Party makes advances to Debtor or any of them
or otherwise  gives value.  Also, all proceeds and products  thereof,  including
insurance  proceeds (the  "Collateral").  It is  understood  that the use of the
terms "proceeds," "substitutions," "replacements," "accessions," and "additions"
does not give the Debtor or any of them authority,  express or implied,  to sell
or otherwise dispose of the Collateral,  unless Debtor is hereafter specifically
authorized  to do so. The within grant of a security  interest is in addition to
and supplemental of any security interest  previously or herewith granted by the
Debtor or any of them to the Secured Party.

2. Obligations Secured

The security interest granted herein shall secure payment and performance of all
now existing and future obligations and indebtedness of Debtor or any of them to
Secured Party of every kind



<PAGE>

Security Agreement 11079 ST (Revised 6/93)                               Page: 2

                               Security Agreement

Filing Ref.: Pocono Village Farms, L.P., J. Kevin Cobb and Thomas F
   Creditor: First Pioneer Farm Credit, ACA

                                                 Printed: 03/06/1997 09:23:57 AM
                                               Office At: Lebanon, NJ

and  description,  direct  or  indirect,  absolute  or  contingent,  matured  or
unmatured,  whether arising  hereunder or under any other  agreement,  guaranty,
document or instrument or by operation of law, or acquired by Secured Party from
others (including without  limitation all principal,  interest,  fees,  charges,
expenses and attorneys' fees) (all hereinafter called "Obligations").

3. Warranties and Covenants

Debtor warrants and agrees that:

A)   Debtor  will pay and  perform  all of the  Obligations  according  to their
     terms.

B)   Debtor  will use the  proceeds  of loan(s)  secured  hereby  solely for the
     purposes stated in the application(s) therefor.

C)   To the extent that any of the  Collateral is purchased with the proceeds of
     any loan or advance secured hereby,  Debtor hereby authorizes Secured Party
     at its option to disburse such proceeds to the seller of such Collateral.

D)   All of the  Collateral  is owned by Debtor or any of them free and clear of
     all liens,  security  interests and  encumbrances and Debtor or any of them
     has the  right  to give a  security  interest  in the  Collateral  and will
     forever defend the title thereto against all persons whomsoever.

E)   Debtor or any of them  will  insure  all of the  Collateral  to the  extent
     required by Secured  Party,  and such policies  shall be payable to Secured
     Party as its interest may appear, under endorsements providing for at least
     ten (10) days prior  written  notice of  cancellation  to Secured Party and
     that Secured  Party's  coverage shall not be affected by any act or neglect
     of the  Debtor or any of them.  Debtor  will  deposit  such  policies  with
     Secured  Party.  Secured  Party  may  act  for  Debtor  or any of  them  in
     negotiating and settling insurance claims and in endorsing any drafts.

F)   Debtor or any of them will not use the  Collateral  or permit it to be used
     in violation of any applicable law, regulation or policy of insurance.

G)   Debtor or any of them will insure, repair, maintain,  preserve,  cultivate,
     harvest, store, feed and husband the Collateral and will satisfy any liens,
     security  interests and encumbrances on any of the Collateral and if Debtor
     fails to do any of the  foregoing,  Secured  Party may do so at its option,
     either on or off the premises,  but at Debtor's expense and without waiving
     Debtor's  default.  All expenses incurred by Secured Party shall be payable
     on demand,  shall bear  interest  at the  highest  rate on any  Obligations
     secured hereby and shall be secured by the security interest herein.

H)   Without the prior  written  consent of Secured  Party,  (1) Debtor will not
     sell,  lease,  transfer,   assign  or  otherwise  dispose  of  any  of  the
     Collateral,  nor permit any liens,  security  interests or  encumbrances to
     attach to any of the Collateral,  except in favor of Secured Party; and (2)
     Neither  Debtor or any of them will remove any of the  Collateral  or books
     and records  pertaining  thereto from the location(s)  specified in Section
     (1) above.

I)   Secured  Party or its agents may examine and inspect the  Collateral at all
     reasonable  times and may  examine  and make  copies  of books and  records
     pertaining thereto.

J)   If the Collateral includes Accounts, Debtor agrees that at any time Secured
     Party may  verify  the  Accounts  and/or  notify  account  debtors  to make
     payments directly to Secured



<PAGE>
Security Agreement 11079 ST (Revised 6/93)                               Page: 3

                               Security Agreement

Filing Ref.: Pocono Village Farms, L.P., J. Kevin Cobb and Thomas F
   Creditor: First Pioneer Farm Credit, ACA

                                                 Printed: 03/06/1997 09:23:57 AM
                                               Office At: Lebanon, NJ

     Part.  Debtor will assist in such  verifications and will give such notices
     to account debtors if Secured Party  requests.  Secured Party may litigate,
     compromise,  extend,  renew or  otherwise  deal with the  Accounts  and may
     endorse Debtor's name on account payments received by Secured Party.

K)   Debtor will  immediately  advise  Secured Party in writing of any change in
     Debtor's  names or  addresses,  discontinuance  or  opening of any place of
     business,  change in chief  executive  office,  or change in partnership or
     corporate status or identity.

L)   Debtor  or any of them  will  take such  action  and will  execute  Uniform
     Commercial Code financing statements, motor vehicle lien certificates,  and
     any other  documents  required  by Secured  Party to perfect  the  security
     interest  granted herein or to effectuate  the purposes of this  Agreement.
     Debtor  authorizes  Secured  Party to act for  Debtor or any of them (1) in
     executing  Uniform   Commercial  Code  amendments  except  when  additional
     Collateral  is taken and (2) in  signing  any  document  of title  covering
     Collateral.

M)   At Secured Party's  request,  Debtor agrees to provide an attested  current
     balance sheet and income  statement  annually and at such other  additional
     times as Secured Party may request in connection with the loan.

N)   At the Secured Party's  request,  Debtor or any of them agrees to furnish a
     list  (organized  by  commodity  or species of  livestock)  of the  buyers,
     commission merchants,  or selling agents to or through whom Debtor may sell
     any of the farm products  described herein.  When requested to provide such
     list,  Debtor or any of them shall  notify the Secured  Party in writing of
     any new  buyers,  commission  merchants  or selling  agents  purchasing  or
     marketing  Debtor's  farm  products at least seven (7) days before any such
     sale.

O)   Debtor grants to Secured Party  permission to disclose the existence of its
     security  interest to any buyer,  commission  merchant or selling  agent of
     farm  products  that Secured  Party deems  appropriate.  Debtor  authorizes
     Secured  Party to take such  actions and execute on Debtor's or any of them
     behalf such  documents,  including  but not limited to effective  financing
     statements,  as may be  necessary  to  preserve  Secured  Party's  lien  on
     proceeds from the sale of all farm products described herein.

4. Events of Default

All Obligations  shall become  immediately  due and payable,  at Secured Party's
option, upon the occurrence of any of the following events of default:

A)   Debtor or any of them  fails to pay when due any  indebtedness  to  Secured
     Party or to pay or perform any other Obligation when due.

B)   Breach by Debtor or any of them of any  warranty or  covenant  herein or in
     any other  agreement,  document or  instrument  between  Debtor and Secured
     Party.

C)   Any  warranty  or  representation  made  or to be  made  by any  Debtor  is
     materially false.

D)   Default  by Debtor or any of them in payment  when due of any  indebtedness
     now or hereafter  owed for moneys  borrowed  from anyone other than Secured
     Party.

E)   Occurrence  of any of the  following  with  respect  to any  Debtor  or any
     co-maker  or  guarantor  of  any  of the  Obligations;  death,  insolvency,
     business  cessation,  dissolution,  calling  of  a  meeting  of  creditors,
     appointment  of a receiver for any property,  assignment for the benefit of
     creditors,  voluntary or involuntary  commencement of any proceeding


<PAGE>

Security Agreement 11079 ST (Revised 6/93)                               Page: 4

                               Security Agreement

Filing Ref.: Pocono Village Farms, L.P., J. Kevin Cobb and Thomas F
   Creditor: First Pioneer Farm Credit, ACA

                                                 Printed: 03/06/1997 09:23:57 AM
                                               Office At: Lebanon, NJ

     under any  bankruptcy  or  insolvency  law,  entry of a court  order  which
     enjoins or  restrains  the  conduct of  business  in the  ordinary  course,
     failure  to pay any  federal,  state  or  local  tax  unless  same is being
     contested in good faith.

F)   Secured  Party at any time deems itself  reasonable  insecure or any of the
     Collateral unsafe.

5. Remedies

Upon the  occurrence  of any such event of default  and at any time  thereafter,
Secured Party shall have all rights and remedies provide by law, including those
of a Secured Party under the Uniform  Commercial Code, in addition to the rights
and  remedies  provided  herein or in any other  agreement  between  Debtor  and
Secured  Party.  Secured  Party may  peaceably by its own means or with judicial
assistance  enter Debtor's or any of their  premises and take  possession of and
remove the Collateral  therefrom,  and Debtor or any of them shall not resist or
interfere  with such action.  Secured Party may require Debtor or any of them to
assemble the  Collateral and make it available to Secured Party at a place to be
designated by Secured Party which is reasonably  convenient to both parties.  If
notice to Debtor of intended  disposition  of any Collateral is required by law,
five (5) days  notice  shall  constitute  reasonable  notification.  All Secured
Party's rights and remedies  shall be cumulative and none are exclusive.  Debtor
or any of them  agrees  to pay all  costs  and  expenses,  including  reasonable
attorneys'  fees,  incurred by Secured Party in a suit or other legal proceeding
for  collection or  enforcement  of this Security  Agreement or the  Obligations
secured  hereby,  and/or in any legal  proceeding  to  protect  or  sustain  the
security  interest created hereby,  and/or in any other  controversy,  including
bankruptcy,  arising from or connected with the  Obligations or this  Agreement,
and/or  incurred  in  repossessing,   holding,   preparing  for  sale  or  other
disposition and in selling or otherwise disposing of any Collateral, which costs
and expenses shall be payable on demand, shall bear interest at the highest rate
on any Obligation  secured hereby and shall be secured by the security  interest
herein.

6. Miscellaneous

A)   Any  failure or delay by Secured  Party to require  strict  performance  by
     Debtor  or any of  them of any of the  provisions  herein  or in any  other
     document,   shall  not  affect  Secured  Party's  right  to  demand  strict
     performance  therewith,  and any waiver of any default shall not constitute
     waiver of any other  default or of the same  default on a future  occasion.
     Any  provision  herein or in any other  document  may be waived  only by an
     instrument  in writing,  signed by an officer of Secured Party and directed
     to any Debtor  specifying  such  waiver,  and not by any course of dealing,
     trade custom or knowledge of Secured Party.

B)   The security interest  hereunder shall remain in effect despite any interim
     period  during  which no  Obligations  are  outstanding  until  termination
     statements  and  satisfactions  with  respect  thereto  are filed under the
     Uniform Commercial Code and any other lien statutes.

C)   Nothing in this  Agreement  shall affect  Secured  Party's  right to demand
     payment at any time of any  demand  note or other  indebtedness  payable on
     demand made or owing by Debtor to Secured Party.


<PAGE>
Security Agreement 11079 ST (Revised 6/93)                               Page: 5

                               Security Agreement

Filing Ref.: Pocono Village Farms, L.P., J. Kevin Cobb and Thomas F
   Creditor: First Pioneer Farm Credit, ACA

                                                 Printed: 03/06/1997 09:23:57 AM
                                               Office At: Lebanon, NJ


D)   Any notice under this Agreement  shall be addressed to the parties at their
     respective addresses set forth in Section 1 above.

E)   Each of the  undersigned,  including  guarantors,  sureties,  endorsers  or
     co-makers,  consents and agrees  without  further notice to any of them and
     without  affecting the liability of any of them,  that: (1)  performance of
     any  Obligations  by any party may be waived,  extended or  accelerated  by
     Secured Party;  (2) any of the Obligations  may be settled,  compromised or
     released;   (3)  any  credit  arrangement  may  be  renewed,   extended  or
     reamortized  in whole or in part;  (4)  future  loans may be made;  (5) any
     Collateral may be exchanged,  surrendered, released or otherwise dealt with
     as Secured Party may  determine;  (6) any party may be totally or partially
     released  of  liability;  and (7) any  defenses  that may be  available  if
     Secured  Party fails to perfect any  security  interest in  Collateral  are
     waived.

F)   In the event that any provision hereof shall be deemed to be invalid by any
     court, such invalidity shall not affect the remainder of this Agreement.

G)   Any  security  interest  heretofore  granted  by  Debtor  or any of them to
     Secured Party in any Collateral described herein shall remain in full force
     and effect.

H)   The Obligations of all Debtors or any of them hereunder,  if more than one,
     are joint and several and this Security Agreement shall be binding upon and
     for  the  benefit  of  the  parties  hereto  and  their  respective  heirs,
     administrators, successors and assigns.

     IN WITNESS WHEREOF, the Debtor has executed and delivered this Agreement on
March 10, 1997.

                            Signature(s)

                               Pocono Village Farms, L.P.

                            By:___________________________________________
                               J. Kevin Cobb, Vice President

                               Pocono Village Farms, L.P.

                            By:___________________________________________
                               Thomas F. Schwartz, Vice President

                               Pocono Village Farms, L.P., a
                               Delaware Limited Partnership
                               by:

                               COGENTREX OF POCONO, INC.,
                               General Partner

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



<PAGE>
Security Agreement 11079 ST (Revised 6/93)                               Page: 6

                               Security Agreement

Filing Ref.: Pocono Village Farms, L.P., J. Kevin Cobb and Thomas F
   Creditor: First Pioneer Farm Credit, ACA

                                                 Printed: 03/06/1997 09:23:57 AM
                                               Office At: Lebanon, NJ


                               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.