Installment Promissory Note

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


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 ...