EXHIBIT 10.106

                                 PROMISSORY NOTE

Amount: $ 100,000.00                                  Date: April 12, 2001

     For value received, I, Donald A. Livingston, (the "Maker") an employee of
Environmental Power Corporation, a Delaware corporation (the "Company"), hereby
promise to pay the Company ON DEMAND the principal amount of One Hundred
Thousand Dollars & 00/100 ($100,000.00) with interest (computed on the basis of
a 360 day year of twelve 30 day months) payable from the date hereof on the
unpaid balance of such principal amount, such interest to be payable monthly.

The interest payable on this Note shall track the Applicable Federal "short-term
monthly" Rate as defined in Section 1274(d) of the Internal Revenue Code of
1954, as amended.

As security for payments to be made by the Maker pursuant to this Note, the
Company shall retain custody of and a security interest in, the certificate or
certificates representing 1,150,000 Shares and 22,739 Shares of the Company's
Common Stock, which is being held for Promissory Notes dated 12/15/95 and
7/30/93.

The Company shall have full recourse against the Maker for collection and
payment of the debt evidenced by this Note and may seek personal judgment
against the Maker for payment of this Note.

All or any part of the principal and accrued interest may be prepaid at anytime
without the payment of any penalty or premium.

In case any payment herein provided shall not be paid when due, the maker
further promises to pay all costs at collection, including all attorney's fees.

This Note shall be governed by and construed in accordance with the laws of the
State of New Hampshire and shall have the effect of a sealed instrument.

The Maker and all endorsers and guarantors of this Note hereby waive
presentment, demand, notice of nonpayment, protest and all other demands and
notices in connection with the delivery, acceptance, performance or enforcement
of the Note.

                                            Maker




                                            /s/ Donald A. Livingston
                                            ------------------------
                                            Donald A. Livingston