Blue Ridge Real Estate Company 10k and Annual Report 2003

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GkFIih5VqklWHFDKA9J7Ywfe9hLdn19JWf+BF9YJK7yxh5Erb2bwj3vy5YW0bC31 qSomfaGEbeFX6QG6Z80LRg== 0000012779-04-000005.txt : 20040213 0000012779-04-000005.hdr.sgml : 20040213 20040213122645 ACCESSION NUMBER: 0000012779-04-000005 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 25 CONFORMED PERIOD OF REPORT: 20031031 FILED AS OF DATE: 20040213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REAL ESTATE CO CENTRAL INDEX KEY: 0000012779 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 240854342 STATE OF INCORPORATION: PA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-02844 FILM NUMBER: 04596359 BUSINESS ADDRESS: STREET 1: PO BOX 707 CITY: BLAKESLEE STATE: PA ZIP: 18610 BUSINESS PHONE: 7174438433 MAIL ADDRESS: STREET 1: PO BOX 707 CITY: BLAKESLEE STATE: PA ZIP: 18610 10-K 1 br10kar.htm BLUE RIDGE REAL ESTATE/BIG BOULDER CORPORATION 10K AND ANNUAL REPORT 10-31-03 Blue Ridge Real Estate Company 10k and Annual Report 2003

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(X) ANNUAL REPORTS* PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended October 31, 2003

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to

0-2844 (Blue Ridge)

Commission File No. 0-2843 (Big Boulder)

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

(exact name of Registrants as specified in their charters)

State or other jurisdiction of incorporation or organization:

Pennsylvania

24-0854342 (Blue Ridge)

I.R.S. Employer Identification Number: 24-0822326 (Big Boulder)

Address of principal executive office: Blakeslee, Pennsylvania

Zip Code: 18610

Registrants' telephone number, including area code:570-443-8433

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, without par value, stated value $.30 per combined share*

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days:

Yes X No___

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K. (X)

Indicate by check mark whether the registrants are accelerated filers (as defined in Exchange Act Rule 12b-2). Yes ___ No _X_

The aggregate market value of common stock, without par value, stated value $.30 per combined share, held by non-affiliates at April 30, 2003 (the last business day of the registrants’ most recently completed second fiscal quarter), was $22,993,560. The market value per share is based upon the per share cost of shares as indicated over the counter on April 30, 2003. There is no established public trading market for the registrants' stock.

Number of shares outstanding of each of the registrants’ classes of common stock.

Class Outstanding February 11, 2004

Common Stock, without par value 1,916,130 Shares

stated value $.30 per combined share

DOCUMENTS INCORPORATED BY REFERENCE

Specified portions of the registrants' 2003 Annual Report to Shareholders are incorporated by reference into Part II hereof.

Specified portions of the registrants’ definitive Proxy Statement for the 2003 Annual Meetings of Shareholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this report and is incorporated herein by reference.

__________________

*Under a Security Combination Agreement between Blue Ridge Real Estate Company ("Blue Ridge") and Big Boulder Corporation ("Big Boulder") (the "Companies") and under the By-Laws of the Companies, shares of the Companies are combined in unit certificates, each certificate representing the same number of shares of each of the Companies. Shares of each Corporation may be transferred only together with an equal number of shares of the other Corporation. For this reason, a combined Blue Ridge/Big Boulder Form 10-K is being filed. Except as otherwise indicated, all information applies to both Companies.

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FORM 10-K

PART I

ITEM 1. BUSINESS

BLUE RIDGE REAL ESTATE COMPANY

Blue Ridge Real Estate Company ("Blue Ridge"), which was incorporated in Pennsylvania in 1911, is believed to be one of the largest owners of investment property in Northeastern Pennsylvania. It owns 18,581 acres of land which are predominately located in the Pocono Mountains. Of this acreage, 13,843 acres are held for investment and 4,738 are held for development. Income is derived from these lands through leases, selective timbering by others, condemnation, sales, and other dispositions. Blue Ridge also owns the Jack Frost Mountain Ski Area, which is leased to Jack Frost Mountain Company, a 225-site campground, a retail store leased to Wal-Mart, a shopping center and 12 residential investment properties. The ski area, campground, retail store and shopping center are more fully described under Item 2.

Jack Frost Mountain Company, a wholly-owned subsidiary of Blue Ridge was incorporated in Pennsylvania in 1980 and commenced operations on June 1, 1981. It was created to lease and operate the Jack Frost Mountain Ski Area and to provide certain services to other facilities, such as the Snow Ridge resort community, and to operate recreational facilities located within the Jack Frost Mountain tract.

Northeast Land Company, a wholly owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in 1967. The major assets of the company consist of 103 acres of land in Northeast Pennsylvania. Revenues are from managing the rental homes at Snow Ridge, Blue Heron, Laurelwoods and Midlake as resort accommodations, from real estate commissions for the sale of homes at these resort communities, and from Trust and Condo fees for Services to these resort communities. Northeast Land Company also receives revenue from a land lease to a Burger King franchise, and leased space on a 196-foot communication tower.

BRRE Holdings, Inc., a wholly-owned subsidiary of Blue Ridge, was incorporated in Delaware in 1986. It was established for investment purposes.

Boulder Creek Resort Company, a wholly owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in May of 2003 and will commence operations on or about November 1, 2003. This new subsidiary will be used as a marketing tool to consolidate and

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brand the Companies’ holdings as one resort destination and to facilitate the land development, sales and excavation divisions.

Blue Ridge employs 23 full-time employees. Jack Frost Mountain Company, which operates the Jack Frost Mountain Ski Area, has 37 full-time employees and during the skiing season there are approximately 500 additional employees. Northeast Land Company has 11 full-time employees.

BIG BOULDER CORPORATION

Big Boulder Corporation ("Big Boulder") was incorporated in Pennsylvania in 1949. The major assets of the company are 932

acres of land, which includes a 175-acre lake, the Big Boulder Ski Area, and the Mountain’s Edge Restaurant. Of the 932 acres, 546 acres are held for investment and 386 acres are held for development. The principal source of revenue for Big Boulder is derived from the Big Boulder Ski Area which is leased to Lake Mountain Company.

Lake Mountain Company, a wholly-owned subsidiary of Big Boulder Corporation was incorporated in Pennsylvania in 1983 and commenced operations on June 1, 1983. It was created to lease and operate the Big Boulder Ski Area, and operate the recreational facilities as they are located within the Big Boulder Lake tract.

BBC Holdings, Inc., a wholly-owned subsidiary of Big Boulder, was incorporated in Delaware in 1986. It was established for investment purposes.

Big Boulder has no employees. Lake Mountain Company, which operates the Big Boulder Ski Area, no longer has any employees. The Lake Mountain Company has been merged with the payroll of Jack Frost Mountain Company. During the skiing season, there are approximately 525 additional employees.

INDUSTRY SEGMENT INFORMATION

Information with respect to business segments is presented in Note 13 to the Registrants' financial statements included in Item 8.

The quarterly results of operations for the Fiscal year 2003 and 2002, the seven months ended October 31, 2001 and Fiscal year 2001 reflect the cyclical nature of the Companies’ business since (a) the Companies’ two ski facilities operate principally during the months of December through March and (b) land dispositions occur sporadically and do not follow any pattern during the fiscal year. Costs and expenses, net of revenues received in advance attributable to the ski facilities for the months of April through November, are deferred and

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recognized as revenue and operating expenses, ratably, over the operating period.

ITEM 2. PROPERTIES

A. BLUE RIDGE REAL ESTATE COMPANY

The physical properties of Blue Ridge consist of approximately 18,581 acres owned by Blue Ridge and Northeast Land Company, the Jack Frost Mountain Ski Area, the Fern Ridge Campground, the retail store leased to Wal-Mart, the Dreshertown Shopping Center, residential investment properties, a sewage treatment facility, corporate headquarters building, and other miscellaneous facilities.

SKI FACILITIES

The Jack Frost Mountain Ski Area, under lease to Jack Frost Mountain Company since June 1, 1981, is located near White Haven, Carbon County, Pennsylvania, and commenced operations in December 1972. The Jack Frost Mountain Ski Area consists of twenty-one slopes and trails including a snowboard slope, snow tubing hill, four double chairlifts, two triple chairlifts, one quad chairlift, one dual double chairlift and various buildings including a Summit Lodge with food service, a cocktail lounge, a ski shop, and a ski rental shop. The total lift capacity per hour is 13,200 skiers. These lifts are in good condition and are operated as needed during the ski season. These facilities are situated on approximately 473 acres owned by Blue Ridge and leased to Jack Frost Mountain Company. The total capital investment in the ski area, at October 31, 2004, was $23,753,41 3, the major portion of which represents the cost of the slopes and trails, chairlifts, snowmaking equipment, water supply, roads and parking areas, and all buildings including the Summit Lodge. The remainder is for furnishings and equipment for the Summit Lodge, trucks, maintenance equipment, and miscellaneous outside equipment. At October 31, 2003 the out-standing debt on the Jack Frost Mountain Ski Area was $1,113,053.

REAL ESTATE MANAGEMENT OPERATIONS

The retail store leased to Wal-Mart, located in Laurens, South Carolina, was acquired in September 1990 for cash consideration of $2,190,470 which was the total capital investment at October 31, 2003. The building consists of 70,000 square feet, located on 10.217 acres of land and is leased to Wal-Mart on a triple net basis through January 31, 2039. At October 31, 2003 a mortgage totaling $1,148,278 was outstanding on this property.

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The Dreshertown Plaza Shopping Center, Dresher, Montgomery County, Pennsylvania, was acquired in July 1986 for consideration of $4,592,579. The center consists of approximately 101,233 square feet located on approximately 15 acres of land. On October 31, 2003, the center was 97% occupied under leases expiring on various dates from November 30, 2003 to October 31, 2021. The total capital investment in the shopping center is $5,508,149. At October 31, 2003, a mortgage totaling $4,383,000 was out-standing on this property and was classified as a current obligation. In May 2003 a note totaling $1,900,000 was obtained for the buyout of Dreshertown Plaza Shopping Center’s management company and is classified as a current obligation.

The Fern Ridge Campground is located at the intersection of Route 115 and Interstate 80 in Monroe County, Pennsylvania. This campground is built on 85 acres and consists of 225 campsites, 75 with water and electric, 25 with rustic cabins and the remaining 125 are wilderness sites. Its operating period is from April 1 through September 30. At October 31, 2003, the Companies' investment in this facility was $890,876.

Blue Ridge owns 18,478 acres of land which are predominately located in the Pocono Mountains. The majority of this property is leased to various hunting clubs. Blue Ridge also owns several cottages in the area that are leased to private individuals and two communications towers (a 196 foot and an 85 foot.) Blue Ridge owns 10 residential investment properties located in our various resort communities. The total investment in these facilities is $1,209,678 with outstanding debt of $965,187.

Blue Ridge owns and leases to Jack Frost Mountain Company a sewage treatment facility to serve the resort housing at Jack Frost Mountain. The total investment in this facility at October 31, 2003 was $1,242,089 with outstanding debt of $42,549.

Blue Ridge also owns The Sports Complex at Jack Frost Mountain which consists of a swimming pool, fitness trail, tennis courts, motocross/B.M.X. and A.T.V. (All Terrain Vehicle) park and accompanying buildings. The Stretch is an exclusive member-only fishing club. The Corporate Office Building is located on Route 940 and Mosey Wood Road.

Northeast Land Company owns 103 acres of land which are located in the Pocono Mountains and a 196 foot communication tower. Northeast Land Company owns 2 residential investment properties located in our various resort communities. The total investment in these facilities is $430,699 with outstanding debt of $320,361.

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For the Fiscal year ended October 31, 2003, revenues from operations of Blue Ridge and its subsidiaries amounted to $14,152,869. Approximately 38% of this revenue or $5,403,126 was derived from the Jack Frost Mountain Ski Area which operated 98 days during the fiscal year.

B. BIG BOULDER CORPORATION

The physical properties owned by Big Boulder consist of approximately 932 acres, the Big Boulder Ski Area, a sewage treatment facility, two communications towers (a 200 foot and a 300 foot), and the Mountain’s Edge Restaurant.

SKI FACILITIES

The Big Boulder Ski Area's physical properties have been leased to Lake Mountain Company since June 1, 1983, and are located in Kidder Township, Carbon County, Pennsylvania. Big Boulder Ski Area commenced operations in 1947. The Big Boulder Ski Area contains fourteen slopes and trails including a snowboard terrain park, snow tubing hill, five double chairlifts, two triple chairlifts, and various buildings including a base lodge, providing food service, a cocktail lounge, a ski shop and a ski rental service. The total lift capacity per hour is 9,600 skiers. These lifts are in good condition and are operated as needed during the ski season. These facilities are situated on approximately 90 acres owned by Big Boulder. The total capital investment in the ski area is $14,698,802. At October 31, 2003, the outstanding debt on the Big Boulder Ski Area was $1,006,546.

REAL ESTATE MANAGEMENT OPERATIONS

A sewage treatment facility was constructed by Big Boulder Corporation to serve the resort housing within the Big Boulder tract. The facility has the capacity of treating 225,000 gallons per day and is leased to Lake Mountain Company for operation. The capital investment in the facility at October 31, 2003, was $1,526,887 with an outstanding debt of $111,782 at that date.

Big Boulder Corporation constructed the Mountain's Edge Restaurant which consists of 8,800 square feet and is located on the east shore of Big Boulder Lake, Kidder Township, Carbon County, Pennsylvania. The facility, leased to a private operator, commenced operations in May 1986. The restaurant has

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dining capacity for 100 patrons. The capital investment in the facility at October 31, 2003 was $1,597,454.

Big Boulder owns 932 acres of land which are located in the Pocono Mountains. The Big Boulder Lake Club includes a 175-acre lake, swimming pool, tennis courts, boat docks and accompanying buildings.

For the Fiscal year ended October 31, 2003, revenues from operations of Big Boulder amounted to $5,708,749. Approximately 85% of this revenue or $4,866,858 was derived from the Big Boulder Ski Area which operated 86 days during the fiscal year.

ITEM 3. LEGAL PROCEEDINGS

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANTS

Age Office Held Since

Patrick M. Flynn 27 2001

President

Eldon D. Dietterick 58 1995

Executive Vice-President/Treasurer

All officers of the Registrants serve for a one-year period or until their election at the first meeting of the Board of Directors after the Annual Meeting of Shareholders.

Patrick M. Flynn was appointed President in October 2001. He is the Director of Real Estate at Kimco Realty Corporation since May 2001. He was a consultant at MIT Consulting from June 1995 to May 2001.

Eldon D. Dietterick was appointed Executive Vice-President/Treasurer in October, 2001. He has been employed by the Registrants on a full-time basis since January 1985; he was appointed Secretary/Treasurer in October 1998.

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Information required with respect to Registrants' common stock and related shareholder matters is incorporated herein by reference to the caption entitled "Price Range of Common Shares and Dividend Information" on Page 21 of the Fiscal 2003 Annual Report to Shareholders.

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ITEM 6. SELECTED FINANCIAL DATA

Information required with respect to the specified financial data is incorporated herein by reference to Page 22 of the Fiscal 2003 Annual Report to Shareholders.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Information required with respect to Registrants' financial condition, changes in financial condition and results of operations is incorporated herein by reference to Pages 22 to 30 of the Fiscal 2003 Annual Report to Shareholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK

The Companies’ exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness. At October 31, 2003, the Companies had $8,945,977 of variable rate indebtedness, representing 74.3% of the Companies’ total debt outstanding, at an average rate during fiscal 2003 of 3.81%. The Companies’ average interest rate is based on its various credit facilities and the Companies’ market risk exposure fluctuates based on changes in underlying interest rates.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The required financial statements are incorporated herein by reference to Pages 2 through 22 of the Fiscal 2003 Annual Report to Shareholders.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURES

Not applicable.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

The Companies’ management, with the participation of their President and Executive Vice President/Treasurer, evaluated the effectiveness of the Companies’ disclosure controls and procedures and the Companies’ internal control over financial reporting as of the end of the period covered by this report. Based on that evaluation, the President and Executive Vice President/Treasurer concluded that the Companies’ disclosure

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controls and procedures and the Companies’ internal control over financial reporting as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Companies believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Change in Internal Control over Financial Reporting

There have been no changes in the Companies’ internal control over financial reporting during the Companies’ most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companies’ internal control over financial reporting.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS

The information concerning Directors required by Item 10 of Form 10-K is set forth under the caption "Election of Directors" in the Registrants’ definitive Proxy Statement for the 2003 Annual Meetings of Shareholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this report and is incorporated herein by reference.

The information concerning Executive Officers required by Item 10 of Form 10-K is set forth in Item 4A of this report.

CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANTS

Employed in Present

Age Position Since

Richard T. Frey, Vice-President 53 2001

Carl V. Kerstetter, Director of Marketing 53 1991

Cynthia A. Barron, Controller 40 1996

Richard T. Frey, Carl V. Kerstetter and Cynthia A. Barron have been employed by the Registrants on a full-time basis for more than five years.

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ITEM 11. EXECUTIVE COMPENSATION

The information concerning Executive Compensation required by Item 11 of Form 10-K is set forth under the caption "Remuneration of Executive Officers and Directors" in the registrant’s definitive Proxy Statement for the 2003 Annual Meetings of Shareholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the end of the fiscal year covered by this report and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The information required by Item 12 of Form 10-K is set forth under the caption "Holdings of Common Stock” in the Registrants’ definitive Proxy Statement for the Fiscal year ended October 31, 2003 Annual Meetings of Shareholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the end of the fiscal period covered by this report and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Kimco Realty Corporation is the controlling shareholder and is presently providing consulting services to the Companies. The services are focused on land development, acquisitions and disposals, as well as timbering. The consulting fees are accrued monthly and are capitalized as part of land development. For the fiscal year ended October 31, 2003 the amount was $125,000. As of June 2003, Kimco Realty Corporation is the management company for the Dreshertown Plaza shopping center. Kimco Realty Corporation received $28,662 for management fees incurred for the period June 2003 through October 2003.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by Item 14 of Form 10-K is set forth under the caption "Audit Fees” in the Registrants’ definitive Proxy Statement for the Fiscal year ended October 31, 2003 Annual Meetings of Shareholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission not later than 120 days after the end of the fiscal period covered by this report and is incorporated herein by reference.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

AND REPORTS ON FORM 8-K

A. (1) Financial statements included in Registrants’ Fiscal 2003 Annual Report to Shareholders on Pages 2 through 21 are incorporated by reference. The Report of Independent Auditors for the combined financial statements appears on Page 20 of this Form 10-K.

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

AND REPORTS ON FORM 8-K (continued)

A. (2) Financial Statement Schedules

The following is a list of financial statement schedules filed as part of this Annual Report on Form 10-K. The report of Independent Auditors for the financial statement schedule appears on Page 19 of this Form 10-K. All other schedules omitted herein are so omitted because either (1) they are not applicable, (2) the required information is shown in the financial statements, or (3) conditions are present which permit their omission, as set forth in the instructions pertaining to the content of financial statements:

Schedules: III. Real Estate and Accumulated Depreciation

(3) Exhibits, Including Those Incorporated by Reference

The following is a list of Exhibits filed as part of this Annual Report on Form 10-K. Where so indicated by footnote, Exhibits that were previously filed are incorporated by

reference. For Exhibits incorporated by reference, the location of the Exhibit in the previous filing is indicated in parentheses.

Legend for

Documents

Incorporated

By Reference

Articles of Incorporation and By-Laws

3( i).1 Articles of Incorporation (1)

3( i).4 Articles of Amendment (2)

3(ii).1 By-Laws of Blue Ridge Real Estate Company

as amended through July 25, 1990 (8)

3(ii).2 By-Laws of Big Boulder Corporation

as amended through July 25, 1990 (8)

Instruments Defining the Rights of Security

Holders including Indentures

4.1 Specimen Certificate for Shares of Common Stock (1)

4.2 Security Combination Agreement (1)

4.3 Revised Specimen Unit Certificates

for shares of common stock (7)

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Legend for

Documents

Incorporated

By Reference

Material Contracts

Financial Agreements

10.1.1 Mortgage Relating to the Construction

of the Jack Frost Mountain Ski Area (2)

10.1.2 Construction Loan - Jack Frost

Mountain Ski Area (3)

10.1.3 Loan from PNC Bank, Wilkes-Barre (4)

10.1.4 First Mortgage, Principal Mutual,

Building leased to Wal-Mart (8)

10.1.16 First Mortgage, Wachovia Bank,

Dreshertown Plaza Shopping Center,

Montgomery County

10.1.5 Mortgage Relating to New Lift – Jack Frost

Ski Area, Manufacturer and Traders Trust

Company (11)

10.1.17 Mortgage, Manufacturer and Traders Trust

Company, 28 Blue Heron Village, Lake Harmony

Carbon County

10.1.18 Mortgage, Manufacturer and Traders Trust

Company, 177 Midlake Condominiums,

Lake Harmony Carbon County

10.1.19 Mortgage, Manufacturer and Traders Trust

Company, 187 Midlake Condominiums,

Lake Harmony Carbon County

10.1.20 Mortgage, Manufacturer and Traders Trust

Company, 222 Midlake Condominiums,

Lake Harmony Carbon County

10.1.21 Mortgage, Manufacturer and Traders Trust

Company, 240 Midlake Condominiums,

Lake Harmony Carbon County

10.1.22 Mortgage, Manufacturer and Traders Trust

Company, 366 Laurelwoods, Lake Harmony

Carbon County

10.1.23 Mortgage, Manufacturer and Traders Trust

Company, 373 Laurelwoods, Lake Harmony

Carbon County

10.1.24 Mortgage, Manufacturer and Traders Trust

Company, 374 Laurelwoods, Lake Harmony

Carbon County

10.1.25 Mortgage, Manufacturer and Traders Trust

Company, 104 Snow Ridge Village, White Haven

Carbon County

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Legend for

Documents

Incorporated

By Reference

Financial Agreements (continued)

10.1.26 Mortgage, Manufacturer and Traders Trust

Company, 106 Snow Ridge Village, White Haven

Carbon County

10.1.27 Mortgage, Manufacturer and Traders Trust

Company, 128 Snow Ridge Village, White Haven

Carbon County

10.1.28 Mortgage, Manufacturer and Traders Trust

Company, 251 Snow Ridge Village, White Haven

Carbon County

10.1.29 Term Note, Manufacturer and Traders Trust

Company, relating to the buyout of the

previous management firm’s participation

in the Dreshertown Shopping Center

Acquisition of Properties

10.2.1 Acquisition of Dreshertown Plaza

Shopping Center (6)

10.2.2 Acquisition of Building leased to

Wal-Mart (8)

Lease

10.3.1 Building leased to Wal-Mart (10)

Agreement with Executive Officers and Director

10.4.1 Stock Option - Michael J. Flynn (9)

Stock Option Agreement - Michael J. Flynn

10.4.2 Stock Option – Patrick M. Flynn (11)

Stock Option Agreement – Patrick M. Flynn

10.4.3 Stock Option – Eldon D. Dietterick (11)

Stock Option Agreement – Eldon D. Dietterick

10.4.4 Stock Option – Richard T. Frey (11)

Stock Option Agreement – Richard T. Frey

10.4.5 Stock Option – Mark Daubert (11)

Stock Option Agreement – Mark Daubert

10.4.6 Stock Option – Patrick M. Flynn

Stock Option Agreement dated

December 2, 2002– Patrick M. Flynn

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Legend for

Documents

Incorporated

By Reference

10.4.7 Stock Option – Eldon D. Dietterick

Stock Option Agreement dated

December 2, 2002 – Eldon D. Dietterick

10.4.8 Stock Option – Richard T. Frey

Stock Option Agreement dated

December 2, 2002 – Richard T. Frey

10.4.9 Stock Option – Mark Daubert

Stock Option Agreement dated

December 2, 2002 – Mark Daubert

10.4.10 Stock Option – Cynthia A. Barron

Stock Option Agreement dated

December 2, 2002 – Cynthia A. Barron

10.4.11 Stock Option – Carl V. Kerstetter

Stock Option Agreement dated

December 2, 2002 – Carl V. Kerstetter

Reports

13.1 The Registrants’ Fiscal 2003 Annual Report to

Shareholders, to the extent referred to in the

responses to the Items of this Annual Report.

Subsidiaries of the Registrants

21.1 List of the Subsidiaries of the Registrants (6)

Certifications

31.1 Certification of principal executive officer of

the Companies, as required pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.

31.2 Certification of principal financial officer of

the Companies, as required pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.

32.1 Certification of principal executive officer of

the Companies, as required pursuant to Section 906

of the Sarbanes-Oxley Act of 2002. (12)

32.2 Certification of principal financial officer of

the Companies, as required pursuant to Section 906

of the Sarbanes-Oxley Act of 2002. (12)

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Reference Numbers

(1) Filed September 23, 1966 as an Exhibit to Form 10-K

and incorporated herein by reference

(2) Filed August 22, 1973 as an Exhibit to Form 10-K

and incorporated herein by reference

(3) Filed August 27, 1975 as an Exhibit to Form 10-K

and incorporated herein by reference

(4) Filed February 7, 1975 as an Exhibit to Form 8-K

and incorporated herein by reference

(5) Northeast Land Company - Incorporated in the

Commonwealth of Pennsylvania

Jack Frost Mountain Company - Incorporated in the

Commonwealth of Pennsylvania

Lake Mountain Company - Incorporated in the

Commonwealth of Pennsylvania

Big Boulder Lodge, Inc. - Incorporated in the

Commonwealth of Pennsylvania

Boulder Creek Resort Company - Incorporated in the

Commonwealth of Pennsylvania

BRRE Holdings, Inc. - Incorporated in the

State of Delaware

BBC Holdings, Inc. - Incorporated in the

State of Delaware

(6) Filed August 28, 1987 as an Exhibit to Form10-K

and incorporated herein by reference

(7) Filed August 28, 1990 as an Exhibit to Form 10-K

and incorporated herein by reference

(8) Filed August 26, 1991 as an Exhibit to Form 10-K

and incorporated herein by reference

(9) Filed August 26, 1994 as an Exhibit to Form 10-K

and incorporated herein by reference

(10) Filed August 29, 1995 as an Exhibit to Form 10-K

and incorporated herein by reference.

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(11) Filed January 29, 2003 as an Exhibit to Form 10-K

and incorporated herein by reference.

(12) Not be deemed “filed” for purposes of Section 18

of the Securities Exchange Act of 1934, as amended,

or otherwise subject to the liability of that section.

Further, this exhibit shall not be deemed to be

incorporated by reference in any document filed under

the Securities Act of 1933, as amended, or the

Securities Exchange Act of 1934, as amended.

Copies of Exhibits are available to Shareholders by contacting Christine A. Liebold, Secretary, Blakeslee, PA 18610. A charge of $.25 per page to cover the Registrants' expenses will be made.

Reports on Form 8-K

None

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

BLUE RIDGE REAL ESTATE COMPANY BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION BIG BOULDER CORPORATION

By:/S/ PATRICK M. FLYNN By: /S/ ELDON D. DIETTERICK

Patrick M. Flynn Eldon D. Dietterick

President Exec. Vice-President/Treasurer

Dated: 2-09-04 Dated: 2-09-04

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.

Each person in so signing also makes, constitutes and appoints Patrick M. Flynn, President, his true and lawful attorney-in-fact, in his name, place and stead to execute and cause to be filed with the Securities and Exchange Commission any or all amendments to this report.

Signature Title Date

/S/ MICHAEL J. FLYNN 2-09-04

Michael J. Flynn Chairman of the Board

/s/ PATRICK M. FLYNN 2-09-04

Patrick M. Flynn President

/s/ ELDON D. DIETTERICK 2-09-04

Eldon D. Dietterick Executive Vice-President &

Treasurer

/S/ MILTON COOPER 2-09-04

Milton Cooper Director

/S/ WOLFGANG TRABER 2-09-04

Wolfgang Traber Director

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INDEPENDENT AUDITORS' REPORT ON

FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of

Blue Ridge Real Estate Company and

Big Boulder Corporation:

We have audited the combined financial statements of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries (the “Companies”) as of October 31, 2003 and 2002, and for the years ended October 31, 2003 and 2002, the seven months ended October 31, 2001 and the year ended March 31, 2001, and have issued our report thereon dated January 27, 2004; such financial statements and report are included in your October 31, 2003 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the combined financial statement schedules of the Companies listed in Item 14. These financial statement schedules are the responsibility of the Companies’ management. Our responsibility is to express an opinion based on our audit. In our opinion, such combined financial statement schedules, when conside red in relation to the basic combined financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/S/

Parente Randolph, P.C.

Wilkes-Barre, Pennsylvania

January 9, 2004, except for

Note 4 and Note 5 paragraph (b),

As to which the date is January 27, 2004

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INDEPENDENT AUDITORS' REPORT

To the Shareholders of

Blue Ridge Real Estate Company and

Big Boulder Corporation:

We have audited the accompanying combined balance sheets of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries (the “Companies”) as of October 31, 2003 and 2002, and the related combined statements of operations and earnings retained in the business and cash flows for the years ended October 31, 2003 and 2002, the seven months ended October 31, 2001 and the year ended March 31, 2001. These financial statements are the responsibility of the Companies’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Blue Ridge Real Estate Company and subsidiaries and Big Boulder Corporation and subsidiaries as of October 31, 2003 and 2002, and the results of their operations and their cash flows for the years ended October 31, 2003 and 2002, the seven months ended October 31, 2001 and the year ended March 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

/S/

Parente Randolph, P.C.

Wilkes-Barre, Pennsylvania

January 9, 2004, except for

Note 4 and Note 5 paragraph (b),

As to which the date is January 27, 2004

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Combined Schedule III

REAL ESTATE AND ACCUMULATED DEPRECIATION OCTOBER 31, 2003

COLUMN A COLUMN B COLUMN C COLUMN D

Cost Capitalized

Initial Cost Subsequent to

to company Acquisition

Buildings &

Description Encumbrances Land Improvements Improvements

Land located in N.E. Pa

including various

improvements 1,867,766 49,915 5,575,561

Corporate Building 282,918 187,989

Building Leased

to Others

Eastern Pa

Exchanged Asset –

Shopping Center 5,700,000 780,700 4,554,235 173,214

Other 0 0 0 3,249,682

Laurens, SC 1,600,000 276,000 1,914,470 0

Total 7,300,000 2,924,466 6,801,538 9,186,446

Column E Column F

Gross Amount at which carried

at close of Period (1) (2)

Building Accumulated

Land Improvements Total Depreciation

Land located in NE PA

including various

improvements 2,038,575 5,574,586 7,613,161 3,371,962

Corporate Building 470,907 470,907 309,076

Building Leased

to Others

Eastern Pa

Exchanged Asset -

Shopping Center 780,700 4,727,449 5,508,149 3,106,253

Other 0 3,605,356 3,605,356 1,399,995

Laurens, SC 276,000 1,914,470 2,190,470 824,284

Total 3,095,275 16,292,768 19,399,043 9,011,570

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Column G Column H Column I

Life on which

Depreciation in

Date of Date latest income

Construction Acquired Statement

is computed

Land located in NE PA

Including various

improvements Various Various 5 to 30 Yrs

Corporate Building 1982 10 to 30 Yrs

Buildings leased to others

Eastern PA Exchanged Asset

Shopping Center N/A Various 5 to 30 Yrs

Other N/A Various 5 to 30 Yrs

Laurens, SC N/A Various 5 to 30 Yrs

(1) Activity for the fiscal years ended October 31, 2003, October 31, 2002, October 31, 2001 and March 31, 2001 is as follows:

10/31/03 10/31/02 10/31/01 3/31/01

Balance at beginning

of year 17,975,418 17,890,456 17,961,131 17,012,095

Additions during year: 29,320

Improvements 1,693,507 56,795 90,637 426,502

(reclassify) 0 0 (161,312) 523,738

19,668,925 17,976,571 17,890,456 17,962,335

Deductions during year:

Cost of Real Estate Sold 280,882 1,153 0 1,204

Balance at end

of year 19,388,043 17,975,418 17,890,456 17,961,131

(2) The aggregate cost for Federal Income Tax purposes at October 31, 2003 is $17,139,202.

(3) Activity for the fiscal years ended October 31, 2003, October 31, 2002, October 31, 2002 and March 31, 2001 is as follows:

10/31/03 10/31/02 10/31/01 3/31/01

Balance at beginning

of year 8,640,154 8,191,729 7,922,283 7,472,074

Reductions during year:

(Reclassification) 0 (13,651) 0 0

Current year

depreciation 504,807 462,077 269,446 450,209

Less retirements (133,391) 0 0 0

Balance at end of year 9,011,570 8,640,154 8,191,729 7,922,283

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[br10kar001.jpg]

Table of Contents

Letter to Shareholders

Combined Balance Sheets

Combined Statements of Operations and Earnings

Retained in the Business

Combined Statements of Cash Flows

Notes to Combined Financial Statements

Independent Auditors’ Report

Price Range of Common Shares and Dividend Information

Combined Summary of Selected Financial Data

Management’s Discussion and Analysis of Financial

Condition and Results of Operations

Directors and Officers

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

To Our Shareholders:

For the fiscal year ended October 31, 2003 the Companies report a net loss of ($879,137) or ($.45) per combined share compared to a net income of $686,758 or $.36 per combined share for the fiscal year ending October 31, 2002.

A few factors contributed to the net loss situation. The principal one being a business decision to buyout the previous management firm’s participation in the Dreshertown Shopping Center for $1,972,090. This amount was expensed on the company’s books. This purchase significantly reduced management fees, and the future sharing of profits on the sale of the shopping center.

Ski revenues for 2002-2003 fell short of our intended goal. Snow accumulations during Christmas and Presidents’ week closed major highways and severely limited travel to our resorts. The resulting loss of anticipated revenue made it necessary for the company to reduce labor costs and consolidate operations wherever possible. Expenses for supplies, services and utilities were scrutinized and changes implemented.

We looked to our land resource management group to increase cash flow with timber contracts and the sale of real estate outside of our core area. Substantial equity exists in the companies landholdings. Funds from land sales are reinvested by using the 1031 tax deferred exchange program for the acquisition of replacement, income-producing, properties.

A new marketing subsidiary, Boulder Creek Resort Company, was established this year for the purpose of promoting our new development ventures. The current real estate market in the Pocono Mountains is experiencing an upswing. The company will move forward with development of land within our core area. Major developers have been identified as potential users for new developments. Construction capability has been put in place to self-perform some building projects where we have already in-place the necessary infrastructure. Market studies indicate that our primary focus should be on single and multi-family dwellings in proximity to our ski resorts. We are making significant strides with local municipalities for residential development approvals and anticipate construction will begin this year. Permits for a golf course at Jack Frost Mountain are in place and we ar e reviewing the golf course design with developers and investors who have expressed interest in moving this project forward.

Capital projects were funded this fiscal year at our ski areas. At Jack Frost Mountain we increased our snowmaking capabilities and improved skier/boarder access to the East Mountain slopes. At Big Boulder Ski Area, we relocated the half-pipe for better viewing of snowboarding events by spectators. We also invested in renovations and improvements to both ski lodges, purchased new rental equipment, increased our security and fire protection to all buildings, and installed and upgraded the hardware and software of our computerized information systems.

I would like to thank our employees for their hard work and dedication to the companies. Collectively, they contribute a great deal and we do look forward to our future success unlocking the values in our major land holdings for our shareholders.

Patrick M. Flynn

President

Blakeslee, Pennsylvania

January 9, 2004

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED BALANCE SHEETS
October 31, 2003 and 2002
ASSETS	10/31/03	10/31/02
Current Assets:
Cash and cash equivalents (all funds are interest bearing)	$178,315	$261,311
Accounts receivable and notes receivable	705,408	388,292
Inventories	295,828	247,460
Prepaid expenses and other current assets	822,537	918,210
Deferred operating costs	2,509,778	2,275,784
Total current assets	4,511,866	4,091,057
Cash held in escrow	309,308	107,909
Notes receivable noncurrent	353,238	0
Properties:
Land held for investment, principally unimproved (14,389 and
19,714, respectively, acres per land ledger)	1,791,594	1,867,352
Land and land development costs(5,124 acres per land ledger)	918,860	0
Land improvements, buildings and equipment	53,309,527	56,190,649
	56,019,981	58,058,001
Less accumulated depreciation and amortization	35,944,275	37,611,139
	20,075,706	20,446,862
Assets held for sale	2,710,292	0
	$27,960,410	$24,645,828

LIABILITIES AND SHAREHOLDERS' EQUITY	10/31/03	10/31/02
Current Liabilities:
Notes payable - line of credit	$1,188,000	$600,000
Current installments of long-term debt and capital lease obligations	7,101,661	5,266,548
Accounts and other payables	979,509	913,825
Accrued claims	250,942	208,642
Deferred revenue	737,533	698,242
Accrued pension expense	733,710	890,493
Accrued liabilities	824,998	631,913
Deferred income taxes	832,000	796,000
Total current liabilities	12,648,353	10,005,663
Long-term debt and capital lease obligations, less current installments	3,889,095	2,783,257
Deferred income non-current	515,631	515,631
Other non-current liabilities	12,572	28,756
Deferred income taxes	1,371,000	1,110,000
Commitments and contingencies
Combined shareholders' equity:
Capital stock, without par value, stated value $.30 per
combined share, Blue Ridge and Big Boulder each
authorized 3,000,000 shares, each issued 2,198,148 shares	659,444	659,444
Capital in excess of stated value	1,461,748	1,461,748
Compensation recognized under employee stock plans	200,900	0
Earnings retained in the business	9,287,074	10,166,211
	11,609,166	12,287,403

Less cost of 282,018 and 281,968 shares of capital stock in treasury as of October 31, 2003 and 2002, respectively.	2,085,407	2,084,882
	9,523,759	10,202,521
	27,960,410	24,645,828

The accompanying notes are an integral part of the combined financial statements.

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS

AND EARNINGS RETAINED IN THE BUSINESS

for the years ended October 31, 2003 and 2002, the seven months ended October 31, 2001

and the year ended March 31, 2001

	10/31/03	10/31/02	10/31/01	03/31/01
Revenues:
Ski operations	$10,269,984	$10,015,075	$0	$11,267,371
Real estate management	3,129,394	3,029,396	1,562,649	3,109,799
Summer recreation operations	1,876,724	2,439,963	2,099,387	2,651,591
Land resource management	2,620,907	1,280,021	0	0
Rental income	1,964,609	1,871,456	1,100,031	1,867,690
	19,861,618	18,635,911	4,762,067	18,896,451
Costs and expenses:
Ski operations	10,669,427	10,108,567	1,100,477	11,246,003
Real estate management	2,750,152	2,585,552	1,419,318	2,676,191
Summer recreation operations	1,738,786	2,250,002	1,935,710	2,292,473
Land resource management	585,137	523,542	0	0
Rental income	3,256,216	968,084	576,287	950,258
General and administration	1,055,746	703,976	650,425	1,768,375
	20,055,464	17,139,723	5,682,217	18,933,300
(Loss) income from operations	(193,846)	1,496,188	(920,150)	(36,849)

Other income (expense):
Interest and other income	22,475	18,066	55,642	866,127
Interest expense	(424,766)	(374,905)	(296,041)	(736,865)
	(402,291)	(356,839)	(240,399)	129,262

(Loss) income before income taxes	(596,137)	1,139,349	(1,160,549)	92,413

Provision (credit) for income taxes:
Current	(14,000)	14,000	(46,453)	259,417
Deferred	297,000	438,591	(309,674)	(419,536)
	283,000	452,591	(356,127)	(160,119)

Net (loss) income	(879,137)	686,758	(804,422)	252,532

Earnings retained in business:
Beginning of year	10,166,211	9,479,453	10,283,875	10,031,343
End of year	$9,287,074	$10,166,211	$9,479,453	$10,283,875

Basic and diluted (loss) earnings per
weighted average combined share	($0.45)	$0.36	($0.42)	$0.13

The accompanying notes are an integral part of the combined financial statements.

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

AND

BIG BOULDER CORPORATION and SUBSIDIARIES

COMBINED STATEMENTS OF CASH FLOWS

for the years ended October 31, 2003 and 2002, the seven months ended October 31, 2001

and the year ended March 31, 2001

	10/31/03	10/31/02	10/31/01	03/31/01
Cash Flows From (Used In) Operating Activities:
Net (loss) income	($879,137)	$686,758	($804,422)	$252,532
Adjustments to reconcile net (loss) income to net
cash provided by(used in) operating activities:
Depreciation and amortization	2,050,863	1,897,753	352,468	1,969,154
Deferred income taxes	297,000	438,591	(309,674)	(372,862)
Loss (gain) on sale of assets	24,384	5,490	2,438	(528,242)
Compensation cost under employee stock plans	200,900	0	0	0
Changes in operating assets and liabilities:
Accounts receivable and notes receivable	(317,116)	(11,454)	52,815	19,185
Prepaid expenses & other current assets	47,305	(203,517)	(417,229)	288,575
Deferred operating costs	(73,730)	(170,745)	(1,310,033)	0
Notes receivable, non-current	(353,238)	0	0	0
Accounts payable and accrued liabilities	128,102	213,799	(89,664)	866,096
Accrued income taxes	0	0	(67,387)	(225,726)
Deferred revenue	39,291	59,367	322,122	171,584
Net cash provided by (used in) operating activities	1,164,624	2,916,042	(2,268,566)	2,440,296
Cash Flows Used In Investing Activities:
Deferred income	0	0	0	13,198
Proceeds from disposition of assets	17,504	18,344	20,757	529,446
Additions to properties	(3,580,373)	(3,149,214)	(365,050)	(1,874,588)
Cash held in escrow	(201,399)	(107,909)	0	0
Net cash used in investing activities	(3,764,268)	(3,238,779)	(344,293)	(1,331,944)
Cash Flows From (Used In) Financing Activities:
Borrowings under short-term financing	5,592,000	1,700,000	648,195	2,050,000
Payment of short-term financing	(5,004,000)	(1,748,195)	0	(2,050,000)
Proceeds from long-term financing	3,218,400	1,100,000	0	0
Payment of long-term debt and capital lease obligations	(1,289,227)	(720,435)	(364,401)	(784,153)
Purchase of treasury stock	(525)	(10,500)	(36,596)	(248,870)
Net cash from (used in) financing activities	2,516,648	320,870	247,198	(1,033,023)
Net (decrease) increase in cash & cash equivalents	(82,996)	(1,867)	(2,365,661)	75,329
Cash & cash equivalents, beginning of year	261,311	263,178	2,628,839	2,553,510
Cash & cash equivalents, end of year	$178,315	$261,311	$263,178	$2,628,839

Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$421,105	$376,431	$302,209	$736,054
Income taxes	$9,947	$116,233	$136,311	$427,516

Supplemental disclosure of non cash investing and
financing activities:
Additions to property acquired through capital
lease obligations	$1,011,778	$0	$0	$0

The accompanying notes are an integral part of the combined financial statements

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NOTES TO COMBINED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Combination:

The combined financial statements include the accounts of Blue Ridge Real Estate Company (Blue Ridge) and its wholly-owned subsidiaries, Northeast Land Company, Jack Frost Mountain Company, Boulder Creek Resort Company and BRRE Holdings, Inc.; and Big Boulder Corporation (Big Boulder) and its wholly-owned subsidiaries, Lake Mountain Company and BBC Holdings, Inc. Under a Security Combination Agreement between Blue Ridge and Big Boulder and under the by-laws of both Companies, shares of the Companies are combined in unit certificates, each certificate representing concurrent ownership of the same number of shares of each company; shares of each company may be transferred only together with an equal number of shares of the other company. All significant intercompany accounts and transactions are eliminated.

Revenue Recognition:

Revenues are derived from a wide variety of sources, including sales of lift tickets, ski school tuition, dining, retail stores, equipment rental, property management services, timbering and other recreational activities. Revenues are recognized as services are performed or products are delivered. Timbering revenues from stumpage contracts are recognized in accordance with Staff Accounting Bulletin No. 104 - Revenue Recognition, ("SAB 101"). At the time a stumpage contract is signed, the risk of ownership has been passed to the buyer at a fixed, determinable cost. Reasonable assurance of collectibility has been determined by the date of signing, and the few obligations of the Companies' have already been met. Therefore, full accrual recognition at the time of contract execution is appropriate under SAB 101 guidance.

Seasonality:

Operations are highly seasonal at both ski mountains with the majority of revenues realized during the ski season from late November through the end of March. The length of the ski season and the profitability of operations are significantly impacted by weather conditions. Although the mountains have snowmaking capacity to mitigate some of the effects of adverse weather conditions, abnormally warm weather or lack of adequate snowfall can materially affect revenues.

Disposition of Land and Resort Homes:

The Companies recognize income on the disposition of real estate in accordance with the provisions of Statement of Financial Accounting Standards No. 66, "Accounting for Sales of Real Estate" (SFAS 66). Down payments of less than 20% are accounted for as deposits as required by SFAS No. 66.

The costs of developing land for resale as resort homes and the costs of constructing certain related amenities are allocated to the specific parcels to which the costs relate. Such costs, as well as the costs of construction of the resort homes, are charged to operations as sales occur. Land held for resale and resort homes under construction are stated at lower of cost or market.

Land and Land Development Costs:

The Companies' capitalize as land and land development costs, the original acquisition cost, direct construction and development costs, property taxes, interest incurred on costs related to land under development and other related costs (engineering, surveying, landscaping, etc.) until the property reaches its intended use. The cost of sales for individual parcels of real estate or condominium units within a project is determined using the relative sales value method. Selling expenses are charged against income in the period incurred.

Properties and Depreciation:

Properties are stated at cost. Depreciation and amortization is provided principally using the straight-line method over the following years:

Land improvements

10-30

Buildings

3-30

Equipment and furnishings

3-20

Ski facilities:

Land improvements

10-30

Buildings

5-30

Machinery and equipment

5-20

<PAGE>

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

Properties and Depreciation: (continued)

Upon sale or retirement of depreciable property, the cost and related accumulated depreciation are removed from the related accounts, and resulting gains or losses are reflected in income.

Interest, real estate taxes, and insurance costs, including those costs associated with holding unimproved land, are normally charged to expense as incurred. Interest cost incurred during construction of facilities is capitalized as part of the cost of such facilities.

Maintenance and repairs are charged to expense, and major renewals and betterments are added to property accounts.

Impairment losses are recognized in operating income as they are determined. The Companies review their long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In that event, the Companies calculate the expected future net cash flows to be generated by the asset. If those net future cash flows are less than the carrying value of the asset, an impairment loss is recognized in operating income. The impairment loss is the difference between the carrying value and the fair value of the asset. No such losses were recognized as of October 31, 2003.

Deferred Operating Costs:

Deferred operating costs are capitalized from April through November for costs directly related to the winter ski season. These costs are deferred in order to match operating expenses of the ski season with revenues generated from ski activities. Deferred operating costs are then recognized ratably over the months of December through March, the ski season period. Significant expenditures capitalized as deferred operating costs at October 31, 2003 include depreciation, advertising, insurance, real estate taxes and other costs.

Inventories:

Inventories consist of food, beverage, and retail merchandise and are stated at cost which approximates market, with cost determined using the first-in, first-out method.

Deferred Revenue:

Deferred revenue consists of revenue billed in advance for services and dues that are not yet earned. Revenue billed in advance for services consists of season lift tickets and advance ticket sales and gift certificates for the ski resorts. The Companies’ recognize revenue billed in advance ratably over the principal months of the ski season, December through March. Dues that are not yet earned consist of rents related to our commercial properties that have been paid in advance, and dues related to memberships in our hunting and fishing clubs paid in advance. The Companies’ recognize revenue related to the hunting and fishing clubs over the one-year period that the dues cover.

Income Taxes:

The Companies account for income taxes utilizing the asset and liability method of recognizing the tax consequence of transactions that have been recognized for financial reporting or income tax purposes. Among other things, this method requires current recognition of the effect of changes in statutory tax rates on previously provided deferred taxes. Valuation allowances are established, when necessary, to reduce tax assets to the amount expected to be realized. Blue Ridge, including its subsidiaries, and Big Boulder, including its subsidiaries, report as separate entities for federal income tax purposes. State income taxes are reported on a separate company basis.

Deferred Income:

Amounts received under a contract with the Pennsylvania Department of Transportation for reimbursement of the cost of a constructed asset are deferred. The amounts will be recognized as income over the period in which depreciation on those assets is charged. This asset has not yet been placed in service.

Advertising Costs:

Advertising costs directly related to ski operations are capitalized as deferred operating costs for the fiscal year ended October 31, 2003. All other advertising costs are expensed when incurred. Advertising expense for Fiscal 2003, 2002, the seven months ended October 31, 2001 and Fiscal 2001 were $1,385,482, $1,463,455, $216,559 and $1,538,647, respectively.

Use of Estimates and Assumptions:

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at

<PAGE>

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

Use of Estimates and Assumptions: (continued)

the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. For example, unexpected changes in market conditions or a downturn in the economy could adversely affect actual results. Estimates are used in accounting for, among other things, inventory obsolescence, accounts and notes receivables, deferred operating costs, legal liability, insurance liability, depreciation, employee benefits, taxes, and contingencies. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the Combined Financial Statements in the period they are determined to be necessary.

Management believes that its accounting policies regarding revenue recognition, deferred operating costs, long lived assets, deferred revenues, income taxes and other reserves, among others, affect its more significant judgments and estimates used in the preparation of its Combined Financial Statements. For a description of these critical accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Management believes there have been no significant changes in the Companies’ critical accounting policies or estimates since the Companies’ fiscal year ended October 31, 2002.

Statement of Cash Flows:

For purposes of reporting cash flows, the Companies consider cash equivalents to be all highly liquid investments with maturities of three months or less when acquired.

Concentration of Credit Risk:

Financial instruments which potentially subject the Companies to concentration of credit risk consist principally of temporary cash investments. The Companies’ temporary cash investments are held by financial institutions. The Companies have not experienced any losses related to these investments.

Earnings (Loss) Per Share:

Basic earnings (loss) per share is calculated based on the weighted-average number of shares outstanding. Diluted earnings (loss) per share includes the dilutive effect of stock options.

Business Segments:

The Companies and the subsidiaries, under SFAS No. 131 operate in four business segments - Ski Operations, Real Estate Management/Rental Operations, Summer Recreation Operations and Land Resource Management. The Companies' two ski facilities operate principally during the months of December through March. Costs and expenses net of revenues received in advance, directly related to the Ski Operations that are incurred during the months of April through November are capitalized as deferred operating costs and recognized as revenue and operating expenses, ratably, over the ski operating season. Revenues and operating expenses of the Real Estate Management / Rental Operations, Summer Recreation Operations and Land Resource Management are as disclosed on the statement of operations.

Stock Compensation:

During Fiscal 1998, the Companies adopted an employee stock option plan. The Companies apply APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its employee stock options as permitted by SFAS No. 123, "Accounting for Stock Based Compensation", and SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Under APB No. 25, because the exercise price of the employee stock options equals the estimated fair market value of the Companies' underlying stock on the date of the grant, no compensation expense is recognized. However, during Fiscal 2003, the original term of 35,000 options granted at an original exercise price of $6.75 were extended to July 1, 2008. In accordance with FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation ("FIN 44"), the extension of the life of the award requir es a new measurement of compensation as if the award was newly granted. Because the exercise price was less than the current fair market value at the new date of grant, compensation cost of $122,900, net of tax has been recognized in the combined statement of operations.

Had compensation cost for the Companies' employee stock option plan been determined consistent with SFAS No. 123 and SFAS No. 148, the Companies' net income and earnings per share would have been reduced to the pro forma amounts indicated below:

<PAGE>

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

Stock Compensation: (continued)

	10/31/03	10/31/02
Net (loss) income, as reported	$ (879,137)	$ 686,758
Add: Stock-based employee
compensation expense included in
reported net (loss) income, net of
related tax effects	122,900	-
Deduct: Total stock-based employee
compensation expense determined
under fair value based method for
all awards, net of tax effects	(346,368)	(82,276)
Pro forma net (loss) income	$ (1,102,605)	$ 604,482

Basic (loss) earnings per share:
As reported	$ (0.45)	$ 0.36
Pro forma	$ (0.57)	$ 0.32

Diluted (loss) earnings per share:
As reported	$ (0.45)	$ 0.36
Pro forma	$ (0.57)	$ 0.31

Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option pricing models. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Companies' calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2003 and 2002, respectively: 4.4 and 5.6 years expected life; stock volatility of 5.9% and 4.1%; a risk-free interest rate of 3.0% and 2.5%; and no dividends during the expected term. At October 31, 2001 and March 31, 2001, no options were granted, therefore, there is no difference between reported net income and pro forma net income.

New Accounting Pronouncements:

In November 2002, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” This interpretation elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements in the interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. The Companies adopted the provisions of FIN 45 as of January 1, 2003, which did not have a significant impact on the Companies’ financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity; and requires that financial instruments within its scope, many of which currently are classified as equity, be classified as liabilities (or in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the first interim period beginning after June 15, 2003. The FASB issued FASB Staff Position (“FSP”) 150-3 on November 7, 2003 to defer the effective date for applying the provisions of SFAS No. 150 for certain mandatorily redeemable noncontrolling interest. The Compani es do not expect the implementation of SFAS No. 150 will have a significant impact on its financial position or results of operations.

<PAGE>

2. CHANGE IN FISCAL REPORTING PERIOD

At an executive session held on August 28, 2001 the Board of Directors resolved that the Companies fiscal year end be changed from March 31st to October 31st. This change is effective for each of the Companies at October 31, 2001, resulting in a 7 month transition period which does not include any ski area revenue. The purpose is to allow for a more natural business year and to conform the Companies' reporting period to that of the majority stockholder's financial statements.

3. CONDENSED FINANCIAL INFORMATION:

Condensed financial information of the constituent Companies, Blue Ridge and its subsidiaries and Big Boulder and its subsidiaries, at October 31, 2003, 2002 and 2001 and March 31, 2001 and for each of the periods then ended is as follows:

	Blue Ridge and Subsidiaries
			7 Mos. Ended
	10/31/03	10/31/02	10/31/01	03/31/01
FINANCIAL POSITION:
Current assets	$2,342,819	$1,822,718	$1,520,615	$1,346,838
Total assets	20,238,523	17,601,995	16,028,020	16,368,221
Current liabilities	11,531,451	9,128,902	4,332,664	3,125,297
Shareholders' equity	3,801,014	4,454,828	3,894,672	4,404,959
OPERATIONS:
Revenues	14,152,869	12,731,076	3,782,404	12,367,702
Income (loss) before
taxes	(701,187)	951,294	(536,374)	(75,807)
Provision (credit) for
income taxes	153,000	380,639	(62,685)	(284,176)
Net (loss) income	(854,187)	570,655	(473,689)	208,369

	Big Boulder and Subsidiaries
			7 Mos. Ended
	10/31/03	10/31/02	10/31/01	03/31/01
FINANCIAL POSITION:
Current assets	$2,169,047	$2,268,339	$2,188,032	$2,602,388
Total assets	7,721,887	7,043,833	6,898,423	7,605,859
Current liabilities	1,116,902	876,761	711,744	361,244
Shareholders' equity	5,722,745	5,747,693	5,631,591	5,962,322
OPERATIONS:
Revenues	5,708,749	5,904,835	979,663	6,528,749
Income (loss) before
taxes	105,050	188,055	(624,175)	168,220
Provision (credit) for
income taxes	130,000	71,952	(293,442)	124,057
Net (loss) income	(24,950)	116,103	(330,733)	44,163

4. SHORT-TERM FINANCING:

Management has obtained two new lines of credit with Manufacturers and Traders Trust Company totaling $3.1 million pursuant to the termination of its line of credit with PNC Bank, N.A. The $2.1 million line is used for general operation and the $1 million line was secured for real estate transactions. At October 31, 2003, Blue Ridge had utilized approximately $999,000 of the general line of credit, aggregating $2,100,000 which is an on demand line with no expiration date. The line of credit bears interest at .50% less than the prime rate (3.50% at October 31, 2003). At October 31, 2003, the Companies had also utilized $189,000 of the real estate line of credit, aggregating $1,000,000. The real estate line of credit bears the same interest as the general line. The weighted average interest rate at October 31, 2003 was 3.81%. The agreement requires,

<PAGE>

4. SHORT-TERM FINANCING: (continued)

among other things, that the Companies comply with consolidated debt to worth, debt service coverage and tangible net worth ratios. The Companies have met or obtained waivers for each of these covenants at January 27, 2004. The line of credit agreement enables the Companies to issue letters of credit in amounts up to $100,000. At October 31, 2003, a $20,000 letter of credit to Tobyhanna Township was outstanding. Outstanding letters of credit reduce the amounts available under the line of credit.

5. LONG-TERM DEBT:

Long-term debt as of October 31, 2003 and 2002 consists of the following:

	10/31/03	10/31/02

Mortgage note payable to bank, interest is LIBOR plus 160 basis points (2.72% at October 31, 2003) payable monthly with principal reduction of $18,000 through maturity, February 2004	$4,383,000	$4,599,000

Mortgage note payable to bank, interest at 80% of the bank's prime rate (3.20% at October 31, 2003) payable in monthly installments of $24,187 plus interest through Fiscal 2005	532,120	822,366

Mortgage note payable to insurance company, interest fixed at 10.5% payable in monthly installments of $15,351 including interest through Fiscal 2014	1,148,278	1,208,439

Mortgage note payable to bank, interest at 6.84% payable monthly with principal reduction at $40,000 per month December to March through 2004, paid in entirety February 2003 prior to maturity	0	320,000

Mortgage note payable to bank, interest at LIBOR plus 200 basis points, (fixed at a SWAP rate 3.61% at October 31, 2003), payable monthly with principal reduction of $39,286 per month January to April through 2009 (a), (b)	942,857	1,100,000

Mortgage note payable to bank, interest fixed at 3.43875% (for first year of loan, thereafter rate to be negotiated) payable in monthly installments of $8,377 including interest through Fiscal 2008	819,958	0

Mortgage note payable to bank, interest fixed at 3.57% (for first year of loan, thereafter rate to be negotiated) payable in monthly installments of $4,651 including interest through Fiscal 2008	465,590	0

Mortgage note payable to bank, interest at the bank's prime rate (4% at October 31, 2003) payable in entirety upon maturity date of April 30, 2004.	1,900,000	0

Capital lease obligation payable to bank, implicit interest at 5.28%, payable in 20 principal and interest installments of $18,498 in the months of January to April through Fiscal 2007	258,946	0

Capital lease obligation payable to bank, implicit interest at 5.28%, payable in 20 principal and interest installments of $38,300 in the months of January to April through Fiscal 2007	540,007	0
	10,990,756	8,049,805
Less current installments	7,101,661	5,266,548
	$3,889,095	$2,783,257

<PAGE>

5. LONG-TERM DEBT: (continued)

Properties at cost, which have been pledged as collateral for long-term debt, include the following at October 31, 2003:

Investment properties leased to others	$ 7,698,619
Ski facilities	$ 17,906,470

(a) The Companies have entered into an interest swap agreement, which is considered a derivative financial instrument, to hedge its variable interest rate payment obligations on its long-term debt. The derivative is not used for trading purposes and involves little complexity. The notional amount of the interest rate swap agreement is equivalent to the principal balance of the long-term debt and is used to measure the interest to be paid or received, and does not represent the amount of exposure to credit loss. Exposure to credit loss is limited to the receivable amount, if any, that may be generated as a result of this swap agreement.

The fair value of the derivative financial instrument, which is the amount the Companies would receive or pay to terminate the agreement, is not significant. No carrying amounts were recorded in the accompanying combined balance sheet and no gains or losses were recognized in income during 2003.

(b) During Fiscal 2002 the Companies entered into a $1,100,000 mortgage note payable with Manufacturers and Traders Trust Company. The agreement requires, among other things, that the Companies comply with annual consolidated debt to worth and consolidated debt service coverage ratios and meet a consolidated tangible net worth threshold. The Companies have not met with the required consolidated debt service coverage ratio or the required consolidated tangible net worth at October 31, 2003. The primary reason for default is the debt classified as current for Dreshertown Shopping Plaza which totals $6,067,000. The Companies have met the consolidated debt to worth ratio and have obtained waivers for those in default at January 27, 2004.

The aggregate amount of long-term debt maturing in each of the five years ending subsequent to October 31, 2003, is as follows: 2004 - $7,101,661; 2005 - $792,414; 2006 - $562,781; 2007 - $576,196; 2008-$1,068,414; thereafter $889,290.

6. INCOME TAXES:

The provision (credit) for income taxes is as follows:

	10/31/03	10/31/02	10/31/01	03/31/01
Currently payable:
Federal	($14,000)	$14,000	($46,453)	$259,417
State	0	0	0	0
	(14,000)	14,000	(46,453)	259,417
Deferred:
Federal	96,000	368,865	(537,361)	(315,926)
State	201,000	69,726	227,687	(103,610)
	297,000	438,591	(309,674)	(419,536)
	$283,000	$452,591	($356,127)	($160,119)

<PAGE>

6. INCOME TAXES: (continued)

A reconciliation between the amount computed using the statutory federal income tax rate and the provision (credit) for income taxes is as follows:

	10/31/03	10/31/02	10/31/01	03/31/01
Computed at statutory rate	($201,532)	$387,379	($394,587)	$31,420
State net operating losses subject
to valuation allowance	306,330	0	0	0
State income taxes, net of federal
income tax	132,660	46,019	218,656	0
Prior year over accrual	0	0	(130,594)	(107,367)
Nondeductible expenses	69,989	0	0	0
Other	(19,563)	19,193	(3,149)	3,919
AMT (utilization) tax	(4,884)	0	(46,453)	(88,091)
Provision (credit) for income taxes	$283,000	$452,591	($356,127)	($160,119)

The components of the deferred tax assets and (liabilities) as of October 31, 2003 and 2002 are as follows:

	10/31/03	10/31/02
Current deferred tax liability:
Deferred operating costs	($1,040,000)	($924,000)
Accrued expenses	180,000	0
	101,000	0
Deferred revenues	28,000	27,000

Current deferred tax liability	(832,000)	(796,000)

Noncurrent deferred tax liability:
Depreciation	(3,406,000)	(2,638,000)
Deferred income, sewer line and tower	214,000	221,000
Capital lease obligation	(4,000)	0
Net operating losses and AMT credit carryforward	2,920,000	2,177,000
Valuation allowance	(1,095,000)	(870,000)

Noncurrent deferred tax liability	(1,371,000)	(1,110,000)

Deferred income tax liability, net	($2,203,000)	($1,906,000)

At October 31, 2003, the Companies have $245,620 of Alternative Minimum Tax (AMT) credit carryforward available to reduce future income taxes. The AMT credit has no expiration date.

The Companies filed and received approval from the IRS to change their tax year-end. In connection with this filing, the Companies have agreed to certain regulatory provisions in order to obtain the IRS's approval. This relates primarily to the federal net operating loss created in the short tax period ended October 31, 2001, approximating $3,570,000. The Companies may not carry back the net operating loss. Instead, the Companies must carry the loss forward to apply to taxable income over the next six years. That is the loss carryforward is limited in those years to one-sixth of the total amount. Any losses unused after the six years will expire in 2021.

At October 31, 2003, the Companies have available approximately $4,645,000 of federal net operating losses, including the $3,570,000 above. They will begin to expire in 2021.

<PAGE>

6. INCOME TAXES: (continued)

The Companies also have state net operating loss carryforwards of approximately $10,956,000, that will begin to expire in 2005. The Companies have recorded a valuation allowance against state net operating losses, which are not expected to be utilized.

7. PENSION BENEFITS:

Assumptions	10/31/03	10/31/02	10/31/01	03/31/01
Discount Rates used to determine projected
benefit obligations as of October 31, 2003,
2002 and 2001 and March 31, 2001	6.50%	7.25%	7.25%	7.25%
Expected long-term rates of return on assets	8.50%	8.50%	8.50%	8.50%
Rates of increase in compensation levels	4.00%	4.00%	4.00%	5.00%

Change in Benefit Obligation	10/31/03	10/31/02
Benefit obligation at beginning of year	$3,525,594	$3,321,744
Service cost (net of expenses)	194,237	133,279
Interest cost	261,011	219,313
Plan amendments	0	0
Actuarial (gain) loss	591,074	15,706
Benefit payments	(159,245)	(164,448)
Benefit obligation at end of year	$4,412,671	$3,525,594

Change in Plan Assets	10/31/03	10/31/02
Fair value of plan assets at beginning
of year	$2,207,622	$2,755,894
Actual return on plan assets	255,142	(333,915)
Employer contributions	476,586	0
Benefits paid	(159,245)	(164,448)
Actual expenses paid during the year	(43,158)	(49,909)
Fair value of plan assets at end of year	$2,736,947	$2,207,622

Reconciliation of Funded Status of
the Plan	10/31/03	10/31/02
Funded status at end of year	($1,675,724)	($1,317,972)
Unrecognized transition obligation	81,265	89,745
Unrecognized net prior service cost	7,692	8,303
Unrecognized net actuarial gain	853,057	329,431
Net amount recognized at end of year	($733,710)	($890,493)

Components of Net Periodic Benefit Cost	10/31/03	10/31/02	10/31/01	03/31/01
Service cost	$237,437	$170,579	$130,757	$238,365
Interest cost	261,011	219,313	129,820	220,819
Expected return on plan assets	201,264	228,316	143,485	287,388

Net amortization and deferral:
Amortization of transition obligation	8,480	8,480	4,947	8,480
Amortization of prior service cost	611	611	356	611
Amortization of accumulated gain	13,528	(12,754)	(16,857)	(48,721)
Net amortization and deferral	$22,619	($3,663)	($11,554)	($39,630)

Total net periodic pension cost	$319,803	$157,913	$105,538	$132,166

<PAGE>

8. PROPERTIES:

Properties consist of the following at October 31, 2003 and 2002.

	10/31/2003	10/31/2002
Land, held for investment	$1,791,594	$1,867,352
Land and land development costs	918,860	0
Land improvements	5,574,589	5,501,314
Corporate buildings	470,907	470,907
Buildings leased to others	5,828,587	10,177,175

Ski Facilities
Land	4,552	4,552
Land improvements	8,256,234	8,194,370
Buildings	6,792,365	6,708,477
Machinery & equipment	23,534,269	19,565,698
Equipment & furnishings	2,848,024	5,568,156
	56,019,981	58,058,001
Less accumulated depreciation and amortization	35,944,275	37,611,139
	$20,075,706	$20,446,862

Included in machinery and equipment is $1,011,778 of assets held under capital lease at October 31, 2003.

9. ACCRUED LIABILITIES:

Accrued liabilities consist of the following at October 31, 2003 and 2002.

	10/31/2003	10/31/2002
Accrued Payroll	$238,810	$273,759
Accrued Security & Other Deposits	199,739	186,558
Accrued Professional Fees	210,959	144,732
Accrued - Miscellaneous	175,490	26,864
	$824,998	$631,913

10. LEASES:

The Companies are lessors under various operating lease agreements for the rental of land, land improvements and investment properties leased to others. Rents are reported as income over the terms of the leases as they are earned. A shopping center is leased to various tenants for renewable terms averaging 5.55 years with options for renewal. A store has been net leased until January 2039. Information concerning rental properties and minimum future rentals under current leases as of October 31, 2003, is as follows:

			Properties
			Subject to Lease
			Accumulated
		Cost	Depreciation
Investment properties leased to others		$7,698,619	$3,930,357
Land and land improvements		5,648,482	1,399,995
Minimum future rentals:
Fiscal years ending October 31:	2004	$1,665,680
	2005	1,472,579
	2006	1,380,504
	2007	1,296,930
	2008	1,234,722
	Thereafter	16,194,415 *
	(A)	$23,244,830

<PAGE>

10. LEASES: (continued)

On December 22, 2003 the Companies signed an agreement for the sale of the Dreshertown Plaza shopping center. If this agreement is closed in March of 2004, $8,242,886 will have to be deducted from the future lease total (A) above.

On November 21, 2003 the Companies signed an agreement for the sale of 4 communication towers and pertinences. If this agreement is closed in April of 2004, $1,752,787 will have to be deducted from the future lease total (A) above.

* Includes $ 1,254,750 under a land lease expiring in 2072 and $ 6,299,020 under a net lease for a store expiring in 2039. There were no contingent rentals included in income for the fiscal years ended October 31, 2003 and 2002 or the seven months ended October 31, 2001 or the fiscal year ended March 31, 2001. Includes all option years and rental escalations, recognized using straight-line basis.

In Fiscal 2003 an agreement with a management company relating to the shopping center, was terminated. The management company was paid $1,972,090 for a buy out of their contract, which represented 25 % of the fair market value of the shopping center at the time the agreement was terminated.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of the Companies' financial instruments are as follows at October 31, 2003 and 2002:

	Carrying	Fair	Carrying	Fair
	Amount	Value	Amount	Value
ASSETS:
Cash and cash equivalents	$178,315	$178,315	$261,311	$261,311
Accounts receivable	705,408	705,408	388,292	388,292
Cash held in escrow	309,308	309,308	107,909	107,909

LIABILITIES:
Notes payable, line of credit	1,188,000	1,188,000	600,000	600,000
Accounts and other payables	979,509	979,509	913,825	913,825
Long-term debt	10,990,756	11,541,516	8,049,805	8,614,305

Fair Values were determined as follows:

Cash and cash equivalents, accounts receivable, cash held in escrow, notes payable, line of credit, accounts and other payables: The carrying amounts approximate fair value because of the short-term maturity of these instruments.

Long-term debt: The fair value of notes payable is estimated using discounted cash flows based on current borrowing rates available to the Companies for similar types of borrowing arrangements.

<PAGE>

12. QUARTERLY FINANCIAL INFORMATION (Unaudited)

The results of operations for each of the quarters in the last two years are presented below.

				Earnings (Loss)
		Income (Loss)		Per Weighted
	Operating	from	Net	Avg. Combined
Quarter	Revenues	Operations	Income (Loss)	Share
Year ended 10/31/03
1st	$7,996,925	$733,934	$370,786	$0.19
2nd	6,745,852	662,428	348,851	0.19
3rd	2,377,948	(2,141,551)	(1,471,221)	(0.77)
4th	2,740,893	551,343	(127,553)	(0.06)
	$19,861,618	($193,846)	($879,137)	($0.45)
Year ended 10/31/02
1st	$6,537,300	$217,442	$69,937	$0.04
2nd	7,149,862	1,718,168	1,204,185	0.63
3rd	2,490,727	182,121	9,376	0.01
4th	2,458,022	(621,543)	(596,740)	(0.32)
	$18,635,911	$1,496,188	$686,758	$0.36

The quarterly results of operations for Fiscal 2003 and 2002, reflect the cyclical nature of the Companies' business since (1) the Companies’ two ski facilities operate principally during the months of December through March and (2) land dispositions occur sporadically and do not follow any pattern during the fiscal year. Revenues generated from advance ticket sales have been recorded as deferred revenue, and likewise various operating costs directly related to the two ski facilities have been recorded as deferred operating costs.

13. BUSINESS SEGMENT INFORMATION:

The following information is presented in accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." In accordance with SFAS No. 131, the Companies' business segments were determined from the Companies' internal organization and management reporting, which are based primarily on differences in services.

The Companies and the subsidiaries, under SFAS No. 131, operate in four business segments consisting of the following:

Ski Operations:

Two ski areas located in the Pocono Mountains of Northeastern Pennsylvania.

Real Estate Management/Rental Operations:

Investment properties leased to others located in Eastern Pennsylvania and South Carolina, fees from managing investor-owned properties, principally resort homes, recreational club activities and services to the trusts that operate resort communities, sales of investment properties, and rental of land and land improvements.

Summer Recreation Operations:

Seasonal recreational operating centers located in the Pocono Mountains of Northeastern Pennsylvania - Splatter Paintball, Fern Ridge Campground, Lake Mountain Sports Club, Summer Music Festivals and TRAXX Motocross, ATV and BMX Park.

<PAGE>

13. BUSINESS SEGMENT INFORMATION: (continued)

Land Resource Management:

Land Resource Management consists of land sales, land purchases, timbering operations and a construction and excavation division. Land sales revenue will be recognized in accordance with SFAS 66 when all conditions for full accrual recognition are met. The Companies endeavor to take advantage of the tax deferred treatment of like kind exchanges under IRS code section 1031. In a typical transaction, proceeds of a land sale are held in escrow by an intermediary, pending the identification of a property suitable for exchange. Timbering operations consist of selective timbering on the Companies' land holdings. Contracts are entered into for parcels which have had the timber selectively marked. Management is devising a long-term plan of managed timbering whereby, significant attention is given to protecting the environment and retaining the value of the land.

Income or loss for each segment represents total revenue less operating expenses. General and administrative expenses are allocated to each business segment based on percentage of revenue. Identifiable assets are those utilized in the operation of the respective segments; corporate assets consist principally of cash and non-revenue producing properties held for investment purposes.

	10/31/03	10/31/02	10/31/01	03/31/01
Revenues:
Ski operations	$10,269,984	$10,015,075	$ 0	$11,267,371
Real estate management/rental operations	5,094,003	4,900,852	2,662,680	4,977,489
Summer recreation operations	1,876,724	2,439,963	2,099,387	2,651,591
Land resource management	2,620,907	1,280,021	0	0
	$19,861,618	$18,635,911	$4,762,067	$18,896,451
Income (loss):
Ski operations	(399,443)	(93,492)	(1,100,477)	21,368
Real estate management/rental operations	(912,365)	1,347,216	667,075	1,351,040
Summer recreation operations	137,938	189,961	163,677	359,118
Land resource management	2,035,770	756,479	0	0
	$ 861,900	$ 2,200,164	($ 269,725)	$ 1,731,526
General and administrative expenses:
Ski operations	545,902	(378,322)	(390,255)	(1,061,025)
Real estate management/rental operations	270,772	(185,131)	(169,110)	(459,778)
Summer recreation operations	99,757	(92,170)	(91,060)	(247,572)
Land resource management	139,315	(48,353)	0	0
	$1,055,746	($703,976)	($650,425)	($1,768,375)
Interest and other income:
Ski operations	(7,478)	4,378	1,436	17,710
Real estate management/rental operations	29,953	13,688	54,206	848,417
Summer recreation operations	0	0	0	0
Land resource management	0	0	0	0
	$ 22,475	$ 18,066	$ 55,642	$ 866,127
Interest expense:
Ski operations	112,450	(67,198)	(47,546)	(161,016)
Real estate management/rental operations	310,858	(307,707)	(248,495)	(575,849)
Summer recreation operations	0	0	0	0
Land resource management	1,458	0	0	0
	$424,766	($374,905)	($296,041)	($736,865)

Income (loss) before income taxes	($596,137)	$1,139,349	($1,160,549)	$92,413

For the fiscal years ended October 31, 2003 and 2002, the seven months ended October 31, 2001 and the fiscal year ended March 31, 2001, no one customer represented more than 10 % of total revenues.

<PAGE>

13. BUSINESS SEGMENT INFORMATION: (continued)

Identifiable assets, net of accumulated depreciation at October 31, 2003, 2002, 2001 and March 31, 2001 and depreciation expense and capital expenditures for the years then ended by business segment are as follows:

	Identifiable		Depreciation	Capital
October 31, 2003	Assets		Expense	Expenditures
Ski operations	$12,367,446		$1,585,448	$2,845,725
Real estate management/rental operations	2,006,763		161,095	109,659
Summer recreation operations	10,883,557		402,031	1,707,395
Land Resource Management	88,834		14,963	51,005
Other corporate	2,632,652		64,454	30,102
Total	$27,979,252		$2,227,991	$4,743,886

October 31, 2002	Assets	Expense		Expenditures
Ski operations	$9,697,759	$1,291,229		$2,855,099
Real estate management/rental operations	9,388,281	368,288		56,795
Summer recreation operations	1,995,857	161,531		150,517
Land Resource Management	63,253	5,986		58,463
Other corporate	3,500,678	69,280		37,102
Total	$24,645,828	$1,896,314		$3,157,976

October 31, 2001	Assets	Expense		Expenditures
Ski operations	$9,800,297	$0		$258,718
Real estate management/rental operations	9,629,654	217,202		8,666
Summer recreation operations	2,034,785	84,706		93,680
Land Resource Management	0	0		0
Other corporate	1,461,707	50,560		3,986
Total	$22,926,443	$352,468		$365,050

March 31, 2001	Assets	Expense		Expenditures
Ski operations	$11,333,038	$1,327,065		$1,251,464
Real estate management /rental operations	8,971,600	363,542		48,838
Summer recreation operations	1,918,743	146,052		535,782
Land Resource Management	0	0		0
Other corporate	1,750,699	132,495		38,503
Total	$23,974,080	$1,969,154		$1,874,587

14. CONTINGENT LIABILITIES and COMMITMENTS:

The Companies are party to various legal proceedings incidental to their business. Certain claims, suits, and complaints arising in the ordinary course of business have been filed or are possible of assertion against the Companies. In the opinion of management, all such matters are without merit or are of such kind, or involve such amounts, which are not expected to have a material effect on the combined financial position or results of operations of the Companies.

Management has established a $150,000 accrual specific to the remediation of an environmental issue discovered at Dreshertown Shopping Plaza. The accrual is based on an estimate provided by environmental clean-up consultants and is recorded as a current accrued liability in the October 31, 2003 combined balance sheet. Remediation is expected to occur within the next fiscal year.

In December 2003, the companies entered into an additional capital lease agreement with a bank for one air compressor, with a commitment of approximately $284,000.

<PAGE>

15. RELATED PARTY TRANSACTIONS:

The Companies have acquired the consulting services of Kimco Realty Corporation, the major shareholder. The services are focused on land development, acquisitions and disposals, as well as timbering. The consulting fees are accrued monthly and are capitalized as part of land development . For the fiscal year ended October 31, 2003 the amount was $125,000. As of June 2003, Kimco Realty Corporation is the management company for the Dreshertown Plaza shopping center. Kimco Realty Corporation received $28,662 for management fees incurred for the period June 2003 through October 2003.

16. STOCK OPTIONS and CAPITAL STOCK:

During Fiscal 1998, the Companies adopted an employee stock option plan, under which an officer was granted options to purchase shares of the Companies' common stock. The exercise price on the 35,000 options is $6.75 and the original term was extended in February 2003 to July 1, 2008. In accordance with FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation ("FIN 44"), the extension of the life of the award requires a new measurement of compensation as if the award was newly granted. Because the exercise price was less than the current fair market value at the date of the grant, compensation cost of $122,900, net of tax has been recognized in the combined condensed statement of operations.

During Fiscal 2002, additional corporate officers were granted stock options in varying amounts for a total of 11,000 shares, all expiring December 10, 2006. Additionally, during Fiscal 2003, six key employees were granted stock options totaling 18,000 shares, due to expire on December 2, 2007.

Option activity during the years ended October 31, 2003 and 2002, the seven months ended October 31, 2001 and the year ended March 31, 2001 is as follows:

	10/31/03		10/31/02
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Shares	Price	Shares	Price
Outstanding at beginning of year:	46,000	$7.65	35,000	$6.75
Granted	18,000	$10.90	11,000	$10.50
Exercised	-	-	-	-
Canceled	-	-	-	-
Outstanding at end of year	64,000	$8.56	46,000	$7.65

Options exercisable at year-end	64,000	$8.56	46,000	$7.65

Option price range	$6.75 - $10.90		$6.75 - $10.50
Weighted average fair value
of options granted during year	$8.20		$2.71

Weighted average remaining
contractual life (in years)	4.4		5.6

<PAGE>

16. STOCK OPTIONS and CAPITAL STOCK: (continued)

	10/31/01		03/31/01
		Weighted		Weighted
		Average		Average
		Exercise		Exercise
	Shares	Price	Shares	Price
Outstanding at beginning of year:	35,000	$6.75	35,000	$6.75
Granted	-	-	-	-
Exercised	-	-	-	-
Canceled	-	-	-	-
Outstanding at end of year	35.000	$6.75	35,000	$6.75

Options exercisable at year-end	35.000	$6.75	35,000	$6.75

Option price range	$6.75		$6.75
Weighted average fair value
of options granted during year	$0.00		$0.00

Weighted average remaining
contractual life (in years)	1.7		2.3

17. PER SHARE DATA:

Earnings per share for the years ended October 31, 2003 and 2002, the seven months ended October 31, 2001 and the year ended March 31, 2001 are computed as follows:

	10/31/03	10/31/02	10/31/01	03/31/01

Net (loss) earnings	($879,137)	$686,758	($804,422)	$252,532
Weighted average combined shares of
common stock outstanding used to
compute basic earnings per combined
share	1,916,130	1,916,431	1,917,858	1,926,402

Additional combined common shares to be
Issued assuming exercise of stock options,
net of combined shares assumed reacquired	19,114	13,899	12,470	10,195

Combined shares used to compute dilutive
effect of stock option	1,935,244	1,930,330	1,930,328	1,936,597

Basic and diluted (loss) earnings per
combined common share	($0.45)	$0.36	($0.42)	$0.13

18. SUBSEQUENT EVENTS:

In Fiscal 2004 two properties are intended for sale and being scheduled to close. On November 21, 2003, the Companies signed an agreement of sale for four communication towers and appurtenances with a selling price of $1,469,000. This sale is scheduled to close in April of 2004 and will be treated as a section 1031 - tax deferred exchange. On December 22, 2003, the Companies signed an agreement of sale for the Dreshertown Shopping Center with a selling price of $15,000,000. The property is scheduled to close in March of 2004 and will also be treated as a section 1031 - tax deferred exchange.

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Independent Auditors’ Report

To Shareholders of

Blue Ridge Real Estate Company

and Big Boulder Corporation:

Parente Randolph, PC

Wilkes-Barre, Pennsylvania

January 9, 2004, except for

Note 4 and Note 5 paragraph (b),

as to which the date is January 27, 2004

PRICE RANGE OF COMMON SHARES AND DIVIDEND INFORMATION

Prior to May 4, 1993, Blue Ridge Real Estate Company and Big Boulder Corporation common shares were listed and traded as unit certificates on the Over-the-Counter market and were quoted on the NASDAQ National Market System (Symbol: BLRGZ). Effective May 4, 1993, the Companies decided to discontinue their listing with NASDAQ. Subsequent to May 4, 1993, the Companies are aware of limited trades in their common stock; however, Management does not believe such limited activity constitutes an established public trading market.

The following sets forth the high asked and low bid price quotations as reported on the monthly statistical reports of the National Association of Securities Dealers, Inc. for Fiscal Years 2003 and 2002. No dividends were paid on common stock in either period.

Fiscal Year 2003	HIGH	LOW
	ASKED	BID
First Quarter	12.750	10.500
Second Quarter	12.250	11.000
Third Quarter	14.000	11.750
Fourth Quarter	15.000	12.150

<PAGE>

PRICE RANGE OF COMMON SHARES AND DIVIDEND INFORMATION (continued)

Fiscal Year 2002	HIGH	LOW
	ASKED	BID
First Quarter	12.000	9.500
Second Quarter	12.000	9.550
Third Quarter	12.000	11.000
Fourth Quarter	11.500	10.600

The reported quotations represent prices between dealers, do not reflect retail mark-ups, mark-downs or commissions and do not necessarily represent actual transactions. The approximate number of holders of record of common stock on October 31, 2003 and 2002 were 574 and 579, respectively.

Blue Ridge Real Estate Company and Subsidiaries

and Big Boulder Corporation and Subsidiaries

COMBINED SUMMARY OF SELECTED FINANCIAL DATA

			7 Mos. Ended
	10/31/03	10/31/02	10/31/01	3/31/2001
Revenues	$19,861,618	$18,635,911	$4,762,067	$18,896,451
Net (loss) income	(879,137)	686,758	(804,422)	252,532
Net (loss) income per combined
share	($0.45)	$0.36	($0.42)	$0.13
Cash dividends per combined share	0	0	0	0
Weighted average number of
combined shares outstanding	1,916,130	1,916,431	1,917,858	1,926,402
Total assets	27,960,410	24,645,828	22,926,443	23,974,080
Long-term debt and capital
lease obligations	10,990,756	8,049,805	7,670,240	8,034,641
Shareholders' equity	9,523,759	10,202,521	9,526,263	10,367,281

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

The Companies' have identified the most critical accounting policies upon which the Companies' financial status depends. The critical policies and estimates were determined by considering accounting policies that involve the most complex or subjective decisions or assessments. The most critical accounting policies identified relate to revenue recognition, deferred operating costs, net deferred tax assets and liabilities, land and land development costs, the valuation of long-lived assets and recognition of deferred revenues.

Timbering revenues from stumpage contracts are recognized in accordance with Staff Accounting Bulleting No. 101 – Revenue Recognition, (“SAB 101”). At the time a stumpage contract is signed, the risk of ownership has been passed to the buyer at a fixed, determinable cost. Reasonable assurance of collectibility has been determined by the date of signing, and the few obligations of the Companies’ have already been met. Therefore, full accrual recognition at the time of contract execution is appropriate under SAB 104 guidance.

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Management’s estimate of deferred operating costs is primarily based on deferring costs directly related to ski operations in order to match those costs to the period in which ski operating revenues are recognized. Ski operating revenues are recognized principally over the months of December through March. Therefore, deferred operating costs are ratably expensed over the same period in order to maintain the consistent application of the matching principle over each operating cycle. The capitalized costs consist principally of depreciation, insurance, real estate taxes, advertising, repairs, maintenance and supplies.

Management’s estimate of deferred tax assets and liabilities is primarily based on the difference between the tax basis and financial reporting basis of depreciable assets, like-kind exchanges of assets, accruals, deferred operating costs and deferred revenues.

The Companies’ valuation of long-lived assets, namely, properties is based on historical cost. Depreciation and amortization is provided principally using the straight-line method over the estimated useful life of the class of property. Upon sale or retirement of depreciable property, the cost and related accumulated depreciation are removed from the related accounts, and resulting gains or losses are reflected in income.

Interest, real estate taxes, and insurance costs, including those costs associated with holding unimproved land, are normally charged to expense as incurred. Costs of land development, such as surveyor and consultant fees are capitalized as land costs. Interest cost incurred during construction of facilities is capitalized as part of the cost of such facilities. Maintenance and repairs are charged to expense, and major renewals and betterments are added to property accounts.

Impairment losses are recognized in operating income, as they are determined. The Companies review their long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In that event, the Companies calculate the expected future net cash flows to be generated by the asset. If those net future cash flows are less than the carrying value of the asset, an impairment loss is recognized in operating income. The impairment loss is the difference between the carrying value and the fair value of the asset. No such losses were recognized as of October 31, 2003.

Results of Operations

FISCAL 2003 VERSUS FISCAL 2002

For fiscal year ended October 31, 2003, the Companies reported net loss of $(879,137) or $(.45) per combined share as compared with a net income of $686,758 or $.36 per combined share for fiscal year ended October 31, 2002.

Combined revenue of $ 19,861,618 represents an increase of $ 1,225,707 or 6% when compared to Fiscal 2002. Ski Operations increased $254,909 or 2%, and Real Estate Management Operations / Rental Operations increased $193,151 or 4% when compared to Fiscal 2002.

<PAGE>

Results of Operations

FISCAL 2003 VERSUS FISCAL 2002 (continued)

The Ski Operations in Fiscal 2003 had approximately 236,000 skier visits to our slopes compared to 223,000 skier visits for Fiscal 2002. Revenue per skier was $30 compared to $32 for Fiscal 2002 for a decrease of $2 or 7 %. Tubing operations had approximately 63,000 tuber visits for both Fiscal 2003 and Fiscal 2002. Revenue per tuber was $15 compared to $16 last season for a decrease of $1 or 7%. The ski areas operated for a combined total of 184 days compared to 160 days for Fiscal 2002. The food and beverage operations at the ski areas contributed revenue of $7.30 per skier visit compared to $6.94 for Fiscal 2002 for an increase of $.36 or 5%. The retail shop operations at the ski areas contributed revenue of $2.08 per skier visit compared to $1.79 for Fiscal 2002 for an increase of $.29 or 14%.

The Real Estate Management Operations / Rental Operations increase is attributed to an increase in the rent of investment properties. The Dreshertown Plaza shopping center's revenue for Fiscal 2003 was $1,644,100 as compared to $1,538,013 for Fiscal 2002 for an increase of $106,087 or 55%.

In Fiscal 2003, Summer Recreation Operations had revenue of $1,876,724 as compared to $2,439,963 for Fiscal 2002 which represents a decrease of $563,329 or 30%. This decrease is mainly attributed to having only one major summer music festival in Fiscal 2003. In Fiscal 2002 there were three major music festivals. In Fiscal 2003, Festival revenue was $468,746 as compared to $810,757 in Fiscal 2002 which represents a decrease of $342,011 or 73%. Campground revenue was also affected by the reduction of music festivals. In Fiscal 2003, Campground revenue was $324,716 as compared to $396,406 in Fiscal 2002 which represents a decrease of $71,690 or 22%. In Fiscal 2003, Splatter (Paintball) revenue was $457,449 as compared to $485,901 in Fiscal 2002 which represents a decrease of $28,452 or 6%. In Fiscal 2003, Traxx (Motocross Park) was $425,777 as compared to $550,673 in Fiscal 2002 which represents a de crease of $124,896 or 29%. These decreases in Summer Recreation Operations revenues were also the result of a weak economy and rainy weather conditions throughout the spring and summer of 2003.

In Fiscal 2003, Land Resource Management had revenue of $2,620,907 as compared to $1,280,021 for Fiscal 2002. In Fiscal 03, 134 acres of land was sold generating $1,398,487 with a basis of $9,831 as compared to Fiscal 2002 in which 27 acres of land were sold generating revenue of $106,756 with a basis of $1,153. This results in an increase of $1,291,731 or 92% for Fiscal 2003 as compared to Fiscal 2002. To date approximately 5% of the Companies’ 19,528 acres have been marked for timbering. A forester has been hired to generate a long-term plan of managed timbering which pays specific attention to protecting the environment and retaining the value of the land. In Fiscal 2003 timber sales were $1,222,420 as compared to Fiscal 2002 which generated $1,173,265 of revenue for an increase of $49,155 or 4%.

Operating costs associated with Ski Operations for Fiscal 2003 were $10,669,427 as compared to $10,108,567 for Fiscal 2002 which represents an increase of $560,860 or 5%. This increase was due to higher insurance rates (40%) and depreciation (52%) expenses.

Operating costs associated with Real Estate Management Operations / Rental Operations for Fiscal 2003 were $6,006,368 as compared to $3,553,636 for Fiscal 2002 which represents an increase of $2,452,732 or 41%. The increase was mainly attributable to the $1,972,090 (80%), buy out of Dreshertown Plaza shopping center’s management company agreement and $150,000 contingency accrual (6%) for an environmental cleanup at the shopping center.

Operating costs associated with Summer Recreation Operations for Fiscal 2003 were $1,738,786 as compared with $2,250,002 for Fiscal 2002 which represents a decrease of $511,216 or 29%. This decrease was mainly attributable to the Companies having only one major summer music festival in Fiscal 2003 as compared to three in Fiscal 2002.

<PAGE>

Results of Operations

FISCAL 2003 VERSUS FISCAL 2002 (continued)

Operating costs associated with Land Resource Management for Fiscal 2003 were $585,137 as compared with $523,542 for Fiscal 2002 which represents an increase of $61,595 or 11%. This increase is attributable to an increase in cost of goods for the construction and excavation division.

General and Administration costs for Fiscal 2003 were $1,055,746 as compared with $703,976 for Fiscal 2002 which represents an increase of $351,770 or 33%. This increase is attributable to the reclassifying of salaries from the ski areas (30%) and recognition of compensation cost related to extending the term of certain stock options (70%).

Interest and Other Income increased by $4,409 in Fiscal 2003 as compared to Fiscal 2002.

Interest expense for Fiscal 2003 was $424,766 as compared to $374,905 for Fiscal 2002 which represents an increase of $49,881. This increase is attributable to the mortgages acquired for the residential investment properties, and approximately $2,100,000 of new debt related to ski resort equipment.

The effective Tax Rate for Fiscal 2003 and Fiscal 2002 was 40%.

FISCAL 2002 VERSUS THE SEVEN MONTHS ENDED OCTOBER 31, 2001

For Fiscal Year ended October 31, 2002, the Companies reported net income of $686,758 or $.36 per combined share as compared with a net loss of ($804,422) or ($.42) per combined share for the seven months ended October 31, 2001.

Combined revenue of $ 18,635,911 represents an increase of $ 13,873,844 or 74% when compared to the seven months ended October 31, 2001. Ski Operations increased $10,015,075 or 100%, and Real Estate Management Operations / Rental Operations increased $2,238,172 or 46% when compared to the seven months ended October 31, 2001.

The Ski Operations had approximately 223,000 skier visits to our slopes compared to no skier visits for the seven months ended October 31, 2001. Revenue per skier was $32 compared to $0 for the seven months ended October 31, 2001 for an increase of $32 or 100 %. Tubing operations had approximately 63,000 tuber visits compared to no tuber visits for the seven months ended October 31, 2001. The increase of 63,000 tuber visits represents a 100% increase. Revenue per tuber was $16 compared to $0.00 last season for an increase of $16 or 100%. The ski areas operated for a combined total of 160 days compared to 0 days for the seven months ended October 31, 2001. The food and beverage operations at the ski areas contributed revenue of $6.94 per skier visit. The retail shop operations at the ski areas contributed revenue of $1.79 per skier visit compared to $0 for the seven months ended October 31, 2001.

The Real Estate Management Operations increase is attributed to the short year comparison as noted above. Disposition of properties occur sporadically and do not follow any pattern during the fiscal year.

In Fiscal 2002, the new business segment – Land Resource Management – generated $1,280,021 in revenue. 27 acres of land were sold generating revenue of $106,756 with a basis of $1,153. No land sales occurred in the seven months ended October 31, 2001. To date approximately 5% of the Companies’ 19,714 acres have been marked for timbering. A forester has been hired to generate a long-term plan of managed timbering which pays specific attention to protecting the environment and retaining the value of the land. In Fiscal 2002 timber sales have generated $1,173,265 of revenue.

Operating costs associated with Ski Operations increased by $9,008,090 when compared to the seven months ended October 31, 2001. This increase is attributed to the short year comparison as noted above.

<PAGE>

FISCAL 2002 VERSUS THE SEVEN MONTHS ENDED OCTOBER 31, 2001 (continued)

Operating costs associated with Real Estate Management Operations increased by $1,558,031 when compared to the seven months ended October 31, 2001. The increase is due to the comparison to the short period.

General and Administration expenses increased by $53,551 when compared to the seven months ended October 31, 2001. The increase is due to the comparison to the short period as noted above.

Interest and Other Income decreased by $37,576 when compared to the seven months ended October 31, 2001. This decrease is attributable decreased interest income in Fiscal 2002 (54%) and a prior period tax refund recorded in the seven months ended October 31, 2001 (46%).

Interest expense increased by $78,864 when compared to seven months ended October 31, 2001. This increase is attributed to the comparison to the short period as noted above.

The effective Tax Rate for Fiscal 2002 and the seven months ended October 31, 2001 was 40% and 34% respectively.

SEVEN MONTHS ENDED OCTOBER 31, 2001 VERSUS FISCAL 2001

At an executive session held on August 28, 2001, the Board of Directors resolved that the Companies' fiscal year end be changed from March 31st to October 31st. This change is effective for each of the Companies as of October 31, 2001. The purpose of the change is to allow for a more natural business year and to conform the Companies reporting period to that of the majority stockholder's financial statements. Because of the change in fiscal year end, the Companies report date of October 31, 2001 represents a seven-month period as compared to prior fiscal year end March 31, 2001, a twelve-month period. Therefore, the major reason for decreases in various operating revenues and expenses is the short reporting period.

Another significant variance in comparing the seven months ended October 31, 2001 to year end March 31, 2001 is that the seven-month short period does not include any revenues and much decreased expenditures related to the two ski facilities, as the majority of ski operation revenue and expense is generated during the months of December through March. Revenues generated from advance ticket sales have been recorded as deferred revenue, and likewise various operating costs directly related to the two ski facilities have been recorded as deferred operating costs.

For the seven months ended October 31, 2001, the Companies report a net loss of ($804,422) or ($0.42) per combined share as compared with a net income of $252,532 or $0.13 per combined share for fiscal year end March 31, 2001.

Combined revenue of $ 4,762,067 represents a decrease of $ 14,134,384 or a 75% decrease when compared to Fiscal 2001. Ski Operations decreased $11,267,371 or 100%, Summer Recreational Operations decreased $552,204 or 20% and Real Estate Management Operations decreased $2,314,809 or 47% when compared to Fiscal 2001.

The Ski Operations had no skiers visit our slopes during the seven months ended October 31, 2001, as explained above, compared to 247,000 skier visits last season. Tubing also had no tuber visits at October 31, 2001 as compared to 83,000 tuber visits at March 31, 2001. Likewise, food and beverage operations and retail ski shop operations recognized no revenues during the short period ended October 31, 2001. For Fiscal year end 2002, expectations are that the number of skiers and tubers visiting our slopes, as well as revenues generated from skiing and tubing operations, food and beverage and retail ski shop sales will compare to ski seasons reported in previous March 31st fiscal year ends.

<PAGE>

SEVEN MONTHS ENDED OCTOBER 31, 2001 VERSUS FISCAL 2001 (continued)

The Summer Recreation Operations decrease is attributed to the summer music festivals (39%) not drawing as many consumers as in the past mainly due to inclement weather. The remaining decrease is the result of shorter operating periods for Splatter and TRAXX due to the new fiscal period.

The Real Estate Management Operations decrease is attributed to commissions for resale of homes in our resort communities (20%), fees for contract services provided to the homeowners of the resort communities (10%) and reduced rental revenue from the resort community homes (70%). The ski season generates a substantial volume of the home rental income, which due to the seven month period we did not recognize. The decreases were offset by an increase in Rents, Royalties and Other due to timbering revenues in the seven month period ended October 31, 2001.

No land sales occurred in the seven months ended October 31, 2001. In Fiscal 2001, 132 acres of land were sold for $521,607 with a basis of $1,204.

Operating costs associated with Ski Operations decreased by $10,145,526 when compared to Fiscal 2001. This decrease is attributed to the absence of ski operations recognized during the short period, as stated above.

Operating costs associated with Summer Recreation Operations decreased $356,763 when compared to Fiscal 2001. This decrease is attributed to the short period as noted above.

Operating costs associated with Real Estate Management Operations decreased by $1,630,844 when compared to Fiscal 2001. This decrease is attributed to the seven month versus twelve month period comparison described above.

General and Administration expenses decreased by $1,117,950 when compared to Fiscal 2001. This decrease is attributed to the seven month versus twelve month period comparison. Also, general and administration expenses in Fiscal 2001 had increased by $466,922 due to recognizing severance expense relating to changes in management.

Interest and Other Income decreased by $829,076 when compared to Fiscal 2001. This decrease is mainly attributable to the sale of 132 acres of land during fiscal year ended March 31, 2001. The remaining decrease is attributed to the seven month period versus twelve month comparison described above.

Interest expense decreased by $440,824 when compared to Fiscal 2001. This decrease is primarily attributed to a reduction in the principal on the Dreshertown Plaza note, favorable decreases in the prime rate and LIBOR rate of interest approximating 2.0% and 2.5%, respectively, during the seven months ended October 31, 2001, and the comparison of a seven month period to a twelve month period as described above.

The effective Tax Rate for seven months ended October 31, 2001 and Fiscal 2001 was 41%.

Liquidity and Capital Resources:

The Combined Statement of Cash Flows reflects net cash provided by operating activities of $1,164,624 for the fiscal year ended October 31, 2003, net cash provided by operating activities of $2,916,042 for the fiscal year ended October, 31, 2002 versus net cash used in operating activities of ($2,268,566) in the seven months ended October 31, 2001 and net cash provided by operating activities of $2,440,296 in Fiscal 2001 respectively.

<PAGE>

Liquidity and Capital Resources: (continued)

The major capital investments made in Fiscal 2003 were the residential investment properties located in our resort communities, the capitalized leases for new groomers at Big Boulder ski area, new equipment for both Jack Frost and Big Boulder ski areas rental shops, continued upgrades to the parking lots, snowboard terrain park at Big Boulder and additional snowmaking equipment at both ski areas.

A mortgage note payable with Wachovia Bank in the amount of $4,383,000 on the Dreshertown Shopping Center has been refinanced through February 29, 2004. In May 2003, a mortgage note payable with M & T Bank in the amount of $1,900,000 was secured for the purpose of buying out the previous management firm's participation in the Dreshertown Shopping Center. This note matures April 30, 2004. On December 22, 2003 the Companies signed an agreement of sale for the shopping center. The proposed selling price well exceeds our current obligations on Dreshertown Shopping Center. In the event the sale does not close, management intends and has the capability to refinance the debt. Should the sale be finalized both mortgages will be paid from the proceeds.

During the fiscal year ended October 31, 2003, the Companies borrowed against their $3,100,000 lines of credit for a period of 10 months in varying amounts with a maximum of $1,800,000. During the fiscal year ended October 31, 2002 the Companies borrowed against their $2,000,000 line of credit for a period of four months in varying amounts with a maximum of $1,500,000. During the seven months ended October 31, 2001 the Companies borrowed against their $2,000,000 line of credit for a period of one month in varying amounts with a maximum of $648,195. The rate of interest is one half of one percentage point (0.50%) less than the Prime Rate.

As part of its ongoing operations, the Companies enter into arrangements that obligate the Companies to make future payments under contracts such as lease agreements and debt agreements. Debt obligations, which total $10,990,756 are currently recognized as liabilities in the Companies' combined balance sheet. A summary of the Companies' contractual obligations at the end of fiscal 2003 is as follows:

Contractual Obligations:	Total	Less than	1-3 years	3-5 years	More than
		1 year			5 years
Long-Term Debt	10,191,802	6,909,774	1,324,324	1,338,206	619,498
Capital Leases	798,954	191,887	607,067	0	0
Purchase Obligations	0	0	0	0	0
Other Long-Term Obligations	0	0	0	0	0

Total Contractual Cash
Obligations	$10,990,756	$7,101,661	$1,931,391	$1,338,206	$619,498

Moving Forward:

Statements in this Form 10-K, other than statements of historical information, are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as "may", "will", "expect", "plan", "intend", "anticipate", "believe", "estimate", and "continue" or similar words. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

For the Fiscal year ended October 31, 2003 the companies major capital expenditures were for the residential investment properties, two new groomers for Big Boulder, equipment for the rental shops at both ski

<PAGE>

Moving Forward: (continued)

areas, upgrading snowmaking equipment at both ski areas, and improvements to the parking lots and snowboard terrain park at Big Boulder. In December 2003 new snowmaking compressors were secured

through a capitalized lease for Jack Frost Mountain. These expenditures were made to remain competitive. We will continue to investigate opportunities that will enhance our profitability.

During Fiscal 2003 the companies actively pursued land sales and purchases. In Fiscal 2004 management intends to continue selective sales and purchases of land. These sales are being treated as section 1031 - tax deferred exchanges. The Companies' are offering financing to attract new land sale customers. The Companies intend to start construction of single and multi - family units at both ski areas. This is part of a comprehensive plan for the Companies' "core land" development. The Companies will continue to generate timbering revenues from selective harvesting of timber.

In Fiscal 2004, Boulder Creek Resort Company a new subsidiary is being used as a marketing tool to consolidate and brand the Companies' holdings as one resort destination and to facilitate the land development and sales division. This subsidiary also includes an excavation division.

The Companies' exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness. At October 31, 2003, The Company had $8,945,977 of variable rate indebtedness, representing 74.3% of the Companies' total debt outstanding, at an average rate during fiscal 2003 of 3.81%. The Companies' average interest rate is based on its various credit facilities and the Companies' market risk exposure fluctuates based on changes in underlying interest rates.

In Fiscal 2004 two properties are intended for sale and being scheduled to close. On November 21, 2003, the Companies signed an agreement of sale for four communication towers and pertinences with a selling price of $1,469,000. This sale is scheduled to close in April of 2004 and will be treated as a section 1031 - tax deferred exchange. On December 22, 2003, the Companies signed an agreement of sale for the Dreshertown Shopping Center with a selling price of $15,000,000. The property is scheduled to close in March of 2004 and will also be treated as a section 1031 - tax deferred exchange.

The Companies intend to acquire replacement revenue generating properties to replace the future revenue stream that would have been recognized from these rental properties under operating lease agreements. The communication towers would generate approximately $180,000 annually over the next 10 years, or a total of approximately $1,800,000. Dreshertown Shopping Center would generate approximately $820,000 annually (based on future leases as at 10/31/03) over the next ten years, or a total future income of approximately $8,200,000.

The Companies have designated 5,124 acres of land as held for development. Within this acreage 28 projects have been determined and subdivision work is in progress to present to local municipalities for approval. Among the 28 projects approximately 3,300 lots or units are planned. Some are intended to be subdivided and sold as parcels of land, others are earmarked for single and multi-family housing and various subdivisions may be sold outright in phases to other land developers. The Companies intend to fund this land development through working cash and borrowed funds.

New Accounting Pronouncements:

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or modified after December 31, 2002. The disclosure requirements in the interpretation are effective for financial statements of interim or annual periods ending after December 15, 2002. The Companies adopted the provisions of FIN 45 as of January 1, 2003, which did not have a significant impact on the Companies’ financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity.” SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity; and requires that financial instruments within its scope, many of which currently are classified as equity, be classified as liabilities (or in some circumstances). SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the first interim period beginning after June 15, 2003. The FASB issued FASB Staff Position (“FSP”) 150-3 on November 7, 2003 to defer the effective date for applying the provisions of SFAS No. 150 for certain mandatorily redeemable noncontrolling interest. The Companies do not expect the implementation of SFAS No. 150 will have a significant impact on its financial position or results of operations.

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BOARD OF DIRECTORS

Milton Cooper

Chairman, Kimco Realty Corporation;

Director of Getty Realty Corporation;

Director, Kimco Realty Corporation

Michael J. Flynn

Chairman of the Board of the Companies;

Vice Chairman and Director, Kimco Realty Corporation

Patrick M. Flynn

President of the Companies

Director or Real Estate, Kimco Realty Corporation

Wolfgang Traber

Chairman of the Board, Hanseatic Corporation & Co., N.Y.

The above Directors serve both Companies

OFFICERS

Patrick M. Flynn

President

Eldon D. Dietterick

Executive Vice-President/Treasurer

Richard T. Frey

Vice-President

Christine A. Liebold

Secretary

Cynthia A. Barron

Controller

The above Officers serve both Companies

TRANSFER AGENT

HSBC Bank USA

New York, New York

INDEPENDENT AUDITORS

Parente Randolph, PC

Wilkes-Barre, Pennsylvania

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NOTICE OF ANNUAL MEETINGS

The Annual Meetings of Shareholders of Blue Ridge Real Estate Company and Big Boulder Corporation will be announced with mailing of Proxy Material in February.

FORM 10-K AVAILABLE

The Companies will furnish to any shareholder, without charge, a copy of their Fiscal Year 2003 Annual Report as filed with the Securities and Exchange Commission on Form 10-K. Written request should be directed to the attention of the Secretary, Blue Ridge Real Estate Company, P.O. Box 707, Blakeslee, Pa. 18610-0707.

CORPORATE PROPERTIES

Resorts In The Pocono Mountains

Big Boulder Ski Area

Jack Frost Mountain

Fern Ridge Campground

Investment Properties

Dreshertown Plaza Shopping Center

Dresher, Montgomery County, Pennsylvania

Wal-Mart Store, Laurens, South Carolina

The Mountain's Edge, Lake Harmony, Pennsylvania

Land Holdings

Blue Ridge

18,478 acres of land, of which 13,824 acres are held for investment

and 4,654 acres are held for development

Big Boulder

932 acres of land, of which 546 acres are held for investment

and 386 acres are held for development

Northeast Land Company

103 acres of land, of which 19 acres are held for investment

and 84 acres are held for development

Recreational Areas

"The Stretch" on the Tunkhannock

Porter Run Hunting Preserve

Splatter (Paintball game)

Traxx, Motocross, ATV and BMX Park

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EX-10 5 ex10118.htm M & T MORTGAGE, 177 MIDLAKE CONDOMINIUMS M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

May 21, 2003

$115,200.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of July, 2003.

3.

"Maturity Date" shall mean June 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean One Hundred Fifteen Thousand Two Hundred Dollars ($115,200.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.43875

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 1,135.86_ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 21day of May, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

May 21, 2003

in the Original Principal Amount of $

115,200.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 6 ex10119.htm M & T MORTGAGE, 187 MIDLAKE CONDOMINIUMS M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

May 21, 2003

$164,000.00

BORROWER (Name): NORTHEAST LAND CO.

(Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of July, 2003.

3.

"Maturity Date" shall mean June 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean One Hundred Sixty-Four Thousand Dollars ($164,000.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.43875

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 1,617.03_ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

NORTHEAST LANDCOMPANY

TAX ID/SS # 23-1682251

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 21day of May, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

May 21, 2003

in the Original Principal Amount of $

164,000.00

and Executed by

Northeast Land Co.

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

NORTHEAST LANDCOMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 7 ex10120.htm M & T MORTGAGE, 222 MIDLAKE CONDOMINIUMS M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

May 21, 2003

$123,200.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of July, 2003.

3.

"Maturity Date" shall mean June 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean One Hundred Twenty-Three Thousand Two Hundred Dollars ($123,200.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.43875

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant 1o this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 1,214.74_ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 21 day of May, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

May 21, 2003

in the Original Principal Amount of $

123,200.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 8 ex10121.htm M & T MORTGAGE, 240 MIDLAKE CONDOMINIUMS M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

May 21, 2003

$115,200.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of July, 2003.

3.

"Maturity Date" shall mean June 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean One Hundred Fifteen Thousand Two Hundred Dollars ($115,200.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.43875

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 1,135.86_ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 21day of May, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

May 21, 2003

in the Original Principal Amount of $

115,200.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 9 ex10122.htm M & T MORTGAGE, 366 LAURELWOODS M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

May 21, 2003

$112,000.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of July, 2003.

3.

"Maturity Date" shall mean June 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean One Hundred Twelve Thousand Dollars ($112,000.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.43875

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 1,104.31_ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 21day of May, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

May 21, 2003

in the Original Principal Amount of $

112,000.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 10 ex10123.htm M & T MORTGAGE, 373 LAURELWOODS M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

May 21, 2003

$112,000.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of July, 2003.

3.

"Maturity Date" shall mean June 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean One Hundred Twelve Thousand Dollars ($112,000.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.43875

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 1,104.31_ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 21day of May, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

May 21, 2003

in the Original Principal Amount of $

112,000.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 11 ex10124.htm M & T MORTGAGE, 374 LAURELWOODS M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

May 21, 2003

$108,000.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of July, 2003.

3.

"Maturity Date" shall mean June 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean One Hundred Eight Thousand Dollars ($108,000.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.43875

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 1,064.87_ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 21day of May, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

May 21, 2003

in the Original Principal Amount of $

108,000.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 12 ex10125.htm M & T MORTGAGE, 104 SNOW RIDGE VILLAGE M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

September 15, 2003

$70,400.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of November, 2003.

3.

"Maturity Date" shall mean October 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean Seventy Thousand Four Hundred Dollars ($70,400.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.57

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 698.47 _ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 15 day of September, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

September 15, 2003

in the Original Principal Amount of $

70,400.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 13 ex10126.htm M & T MORTGAGE, 106 SNOW RIDGE VILLAGE M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

September 15, 2003

$58,400.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of November, 2003.

3.

"Maturity Date" shall mean October 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean Fifty-Eight Thousand Four Hundred Dollars ($58,400.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.57

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 579.41 _ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 15 day of September, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

September 15, 2003

in the Original Principal Amount of $

58,400.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 14 ex10127.htm M & T MORTGAGE, 128 SNOW RIDGE VILLAGE M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

September 15, 2003

$70,400.00

BORROWER (Name): BLUE RIDGE REAL ESTATE (Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of November, 2003.

3.

"Maturity Date" shall mean October 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean Seventy Thousand Four Hundred Dollars ($70,400.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.57

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 698.47 _ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

BLUE RIDGE REAL ESTATE COMPANY

TAX ID/SS # 24-0854342

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 15 day of September, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

September 15, 2003

in the Original Principal Amount of $

70,400.00

and Executed by

Blue Ridge Real Estate Company

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 15 ex10128.htm M & T MORTGAGE, 251 SNOW RIDGE VILLAGE M & T Bank Manufacturers and Traders Trust Company
M & T Bank Manufacturers and Traders Trust Company

MORTGAGE NOTE

(Actual)

Pennsylvania

September 15, 2003

$163,200.00

BORROWER (Name): NORTHEAST LAND CO.

(Organizational Structure): Corporation

(State Law organized under): Pennsylvania

(Address of residence/chief executive office): Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707

LENDER: Manufacturers and Traders Trust Company, a New York banking company, with offices located at One Fountain Plaza, Buffalo, New York 14203 Attn: M&T Real Estate, Inc.

Definitions. The following terms shall have the indicated meanings in this Note:

1.

"Escrow" shall mean the escrow required under the Mortgage for the payment of taxes and/or other charges.

2.

"First Payment Date" shall mean the first day of November, 2003.

3.

"Maturity Date" shall mean October 1, 2008.

4.

"Mortgage" shall mean a mortgage dated an or about the date of this Note executed by Borrower, as the same may be amended, modified or replaced from time to time.

5.

"Period of Amortization" is 10 years. This is the approximate number of years needed to result in the Principal Sum being fully paid if amortized over this period (which may be longer than the period from the date of this Note to the Maturity Date).

6.

"Principal Sum" shall mean One Hundred Sixty-Three Thousand Two Hundred Dollars ($163,200.00).

Promise to Pay. For value received, and intending to be legally bound, the undersigned Borrower promises to pay to the order of the Lender at its office identified above in lawful money of the United States and in immediately available funds, the Principal Sum plus interest on the unpaid portion of the Principal Sum, all amounts, if any, required for the Escrow, and all Expenses (defined below).

Interest. The unpaid Principal Sum shall accrue interest at a per annum rate per to:

3.57

%

for the first year of the loan, and thereafter, the interest will be reset at a rate negotiated between the Borrower and the Lender, and absent any agreement, interest will accrue at the adjustable rate equal to the Lender's prime rate of interest

_____%

percentage points above the rate in effect as the rate announced by Lender as its prime rate of interest on the first day of the calendar month containing such day.

_____%

percentage points above LIBOR for a ___ one month interest period, ___ two month interest period, ___ three month interest period or ___ six month interest period ("LIBOR Rate"). If no interest period is specified, a one month interest period shall be used. The definition of LIBOR, adjustments to the LIBOR Rate and other provisions relative thereto are contained on Rider B attached hereto and made a part of this Note by this reference.

_____

See Rider C attached hereto and made apart of this Note.

If no rate is specified, interest shall accrue at the Maximum Legal Rate defined below, fixed as of the date of disbursement. Interest will be calculated on the basis of a 360-day year consisting of twelve (12) months with the actual number of days of each month (28, 29, 30 or 31).

Maximum Legal Rate. It is the intent of the Lender and Borrower that in no event shall such interest be payable at a rata in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled and if received by the Lender shall be refunded to Borrower.

Default Rate. After maturity (whether due to the Maturity Date, by acceleration or otherwise), the interest rate on the unpaid Principal Sum shall be increased to three (3) percentage points per year above the otherwise applicable rate per year (the "Default Rate"). Any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such Default Rate. No failure to impose or delay in imposing the Default Rate shall be construed as a waiver by the Lender of its right to collect, and Borrower's obligation to pay, interest at the Default Rate effective as of the date of maturity (whether due to the Maturity Date, by acceleration or otherwise).

Repayment of Principal and Interest. Borrower shall pay the Principal Sum and interest owing pursuant to this Note to the Lender in installments as follows:

1.

one installment of interest payable on the date of this Note equal in amount to the interest which will accrue during the period beginning on the date of this Note and ending on the last calendar day of the same month and year;

2.

59___consecutive level monthly installments consisting of both principal and interest, each installment being in the amount of $ 1,619.17_ shall become due and payable on the first day of each month commencing on the First Payment Date. If Borrower elects a variable interest rate and there is a change in such interest rate, the remaining consecutive level monthly installments consisting of both principal and interest may be adjusted to reflect such change in the interest rate and absent manifest error, the Lender's determination of the amount of such level monthly installment of principal and interest shall be conclusive; and

3.

One final installment of principal, interest, premiums and Expenses to become due on the Maturity Date and to be equal to the total of the outstanding Principal Sum and all accrued and unpaid interest, Expenses, premiums and all other amounts owing pursuant to this Note and the Mortgage and remaining unpaid. If the Period of Amortization is longer than the period of time from the date of this Note to the Maturity Date, there will be a balloon payment of principal due on the Maturity Date. Absent manifest error, the Lender's determination of the final installment shall be conclusive.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note or Escrow payment owing pursuant to the Mortgage within ten (10) days of its due date, Borrower shall immediately pay to the Lender a late charge equal to six percent (6%) of the delinquent amount.

Application of Payments. Payment made with respect to this Note may be applied in any order in the sole discretion of the Lender, but prior to maturity (whether due to the Maturity Date, by acceleration or otherwise), each payment pursuant to this Note shall be applied first to accrued and unpaid interest, next to Principal, next to the Escrow, next to late charges, and finally to Expenses.

Prepayment. Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such payment; provided, however, that together with such prepayment, Borrower shall pay to the Lender a premium as set forth on Rider A, if any, attached to and made a part of this Note. Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expenses owing pursuant to this Note and the Mortgage and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the maturity of this Note is accelerated, any tender of payment of the amount necessary to satisfy the entire indebtedness made after maturity shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitte d by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with Rider A. No prepayment premium shall apply if the principal amount of this Note is $50,000 or less and is secured by a mortgage on Pennsylvania real property containing two or less residential units or on which two or fewer residential units are to be built (including obligations on a residential condominium unit).

Business Purpose. Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is secured by the Mortgage and is entitled to the benefits thereof. An Event of Default under the Mortgage is an Event of Default under this Note. The maturity of this Note shall be accelerated and all amounts under this Note shall become immediately due and payable without any notice, demand, presentment or protest of any kind (each of which is waived by Borrower) (a) automatically, if Borrower or Mortgagor commences any bankruptcy or insolvency proceeding, if voluntary, and upon the lapse of 45 days without dismissal if involuntary^-, (b) at the sale option of the Lender, upon or at any time or from time to time after the occurrence or existence of an Event of Default and the passage of any applicable grace period; and (c) upon the Maturity Date. After maturity (whether due to the Maturity Date, by acceleration or otherwise), interest on the outstanding Principal Sum shall continue to accrue a nd be payable at the applicable rate and the Lender's acceptance of any partial payment shall not affect that all amounts under this Note are due and payable in full.

Expenses. Borrower shall pay to the Lender on demand each cost and expense (including, but not limited to, the reasonable fees and disbursements of counsel to the Lender, whether internal or external and whether retained for advice, litigation or any other purpose) incurred by the Lender or its agents either directly or indirectly in connection with this Note including, without limitation, endeavoring to (1) collect any amount owing pursuant to this Note or negotiate or document a workout or restructuring; (2) enforce or realize upon any guaranty, endorsement or other assurance, any collateral or other security, or any subordination, directly or indirectly securing or otherwise directly or indirectly applicable in any such amount; or (3) preserve or exercise any right or remedy of the Lender pursuant to this Note (the "Expenses').

Right of Setoff. Upon maturity (whether due to the Maturity Date, by acceleration or otherwise) or the occurrence of an Event of Default, the Lender shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Lender or any of its affiliates or otherwise owing by the Lender or any of its affiliates in any capacity to Borrower or Mortgagor. Such set-off shall be deemed to have been exercised immediately at the time the Lender or such affiliate elect to do so.

Miscellaneous. This Note contains the entire agreement between the Lender and Borrower with respect to the loan it evidences and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Lender with respect thereto. All rights and remedies of the Lender under applicable law, the Mortgage, this Note or any document in connection with the transaction contemplated hereby or amendment thereof are cumulative and not exclusive. No single, partial or delayed exercise by the Lender of any right or remedy shall preclude the subsequent exercise by the Lender at any time of any right or remedy of the Lender without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Lender. No course of dealing or other conduct, no oral agreement or representation made by the Lender, and no usage of trade, shall operate as a waiver of any right or remedy o f the Lender. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Lender's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Lender and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Lender's records) or to the Lender (at the address on page one and separately to the Lender officer responsible for Borrower's relationship with the Lender). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Lender.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severalty liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Lender and will be deemed to be made in the Commonwealth of Pennsylvania. This Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CON5ENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE LENDER MAINTAINS A BRANCH AND CONSENTS THAT THE LENDER MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE LENDER FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrowe r acknowledges and agrees that the venue provided above is the most convenient forum for both the Lender and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL 8Y JURY BORROWER AND THE LENDER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE LENDER WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE LENDER OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10°/.) OF SUCH PRINCIPAL AND INTEREST OR $7,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY DR EXEMPTION LAWS OF ANY STATE NOW !N FORGE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT R ATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE LENDER SHALL ELECT UNTIL SUCH TIME AS THE LENDER SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

_____

Replacement Note. This Note is given in replacement of and in substitution far, but not in payment of, a note dated ____, 19____/20____, in the original principal amount of $___________issued by Borrower (or ) to the Lender (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit number is provided in the following blank, Borrower hereby authorizes the Lender to debit Borrower's deposit account # ________with the Lender automatically far the full amount of each payment which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

NORTHEAST LANDCOMPANY

TAX ID/SS # 23-1682251

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

ACKNOWLEDGEMENT

COMMONWEALTH OF PENNSYLVANIA

)

COUNTY OF CARBON

)

SS.

On the 15day of September, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared ELDON D. DIETTERlCK, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D, Hanna Notary Public

Tobyhanna Twp , Monroe County

My Commission Expires Jan. 31, 2005

Member, Pennsylvania Association of Notaries

M&T Bank

Manufacturers and Traders Trust Company

RIDER A TO

MORTGAGE NOTE (Yield Maintenance)

Rider A to Mortgage Note dated

September 15, 2003

in the Original Principal Amount of $

163,200.00

and Executed by

Northeast Land Co.

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal Sum to the Lender in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Lender at least thirty (30) days prior to making such prepayment; provided, however, that together with such prepayment, Borrower shall pay to the Lender as consideration of the privilege of making such prepayment, a premium equal to the greater of (a) one percent (1 %) of the principal Sum prepaid or (b) an amount equal to the present value of the difference between (i) the amount of interest that would have accrued on the Principal sum during the remaining term of the Note, at the interest rate set forth in Note in effect on the date of prepayment and (ii) the amount of interest that would have accrued on the Principal Sum during the remaining term of the Note at the Current Market Rate.

Upon making any prepayment of the Principal Sum in whole, Borrower shall pay to the Lender all interest and Expense owing pursuant to this Note and remaining unpaid. Each partial prepayment of the Principal Sum shall be applied in inverse order of maturity . In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Lender shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with this Rider.

"Current Market Rate" shall mean the most recent yield on United States Treasury Obligations adjusted to a constant maturity having a term most nearly corresponding to the term remaining from the date of prepayment to the Maturity Date, in effect two (2) business days prior to the prepayment date as published by the Board of Governors of the Federal Reserve system in the Federal reserve Statistical Release H.15 (519), or by such other quoting service, index or commonly available source utilized by Manufacturers and Traders Trust Company.

"Present Value" calculations shall use the Current Market Rate as the discount rate and shall be calculated as if each installment of the Principal Sum had been made during the remaining term of the Note.

NORTHEAST LANDCOMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President
and Treasurer

EX-10 16 ex10129.htm M & T TERM NOTE, BUYOUT OF DRESHERTOWN SHOPPING CTR MANAGEMENT FIRM M&TBank Manufacturers and Traders Trust Company
M&TBank Manufacturers and Traders Trust Company

TERM NOTE

Pennsylvania

May 21, 2003

$ 1,900,000.00

BORROWER: BLUE RIDGE REAL ESTATE COMPANY, a Pennsylvania corporation

Address of residence/chief executive office: Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707.

BANK: MANUFACTURERS AND TRADERS TRUST COMPANY, a New York banking corporation with banking offices at One M&T Plaza, Buffalo, NY 14240. Attention: Office of General Counsel.

Promise to Pay. For value received, intending to be legally bound, Borrower promises to pay to the order of the Bank, on the dates set forth below, the principal sum of ONE MILLION NINE HUNDRED AND OO/XX Dollars ($1,900,000.00) (the "Principal") plus interest as agreed below and all fees and costs (including without limitation attorneys' fees and disbursements whether for internal or outside counsel) the Bank incurs in order to collect any amount due under this Note, to negotiate or document a workout or restructuring, or to preserve its rights or realize upon any guaranty or other security for the payment of this Note ("Expenses").

Interest. The unpaid Principal of this Note shall earn interest calculated on the basis of a 360-day year for the actual number of days of each year (365 or 366) from and including the date the proceeds of this Note were disbursed to, but not including, the date all amounts hereunder are paid in full, at a rate per year which shall on each day be:

____

_________%

  X

equal to the rate in effect on that day as the rate announced by the Bank as its prime rate of

interest.

____

percentage points above to the rate in effect on that day as the rate announced by the Bank as its

prime rate of interest.

If no rate is specified above, interest shall accrue at the Maximum Legal Rate (defined below).

Maximum Legal Rate. It is the intent of the Bank and Borrower that in no event shall interest be payable at a rate in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled, and, if received by the Bank, shall be refunded to Borrower.

Default Rate. If an Event of Default (defined below) occurs, the interest rate on the unpaid Principal shall immediately be automatically increased to 5 percentage points per year above the otherwise applicable rate per year, and any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such default rate.

Repayment of Principal and Interest; Late Charge. Payments shall be made in immediately available United States funds at any banking office of the Bank. Interest will continue to accrue until payment is actually received. If payment is not received within five days of its due date, Borrower shall pay a late charge equal to the greatest of (a) $50.00, (b) 5% of the delinquent amount or (c) the Bank's then current late charge as announced from time to time.

The Maturity Date of this Note is July 21, 2003.

  X

Borrower shall pay the entire Principal on the Maturity Date. In addition, until the outstanding Principal is paid in full, payments of all accrued and unpaid interest in amounts which will vary will become due and payable on the 21⁵` day of each:
X month _____ quarter   _____ year      commencing on June 21, 2003.

_____

Borrower shall pay the Principal in              consecutive _____ monthly   ____ quarterly _____ annual installments commencing on , 20        and on the          day of each ____ month _____ quarter _____ year thereafter consisting of ________ equal installments each in the amount of $ __________ and ONE (1) FINAL INSTALLMENT on the Maturity Date in an amount equal to the outstanding Principal together with all other amounts outstanding hereunder including, without limitation, accrued interest, costs and expenses. In addition, until the outstanding Principal is paid in full, payments of all accrued and unpaid interest in amounts which will vary will become due and payable on the ______ day of each: _____ month _____ quarter ____ year commencing on _____________, 20____.

_____

Borrower shall pay Principal and interest in ___ consecutive level ___ monthly ___ quarterly ___ annual installments consisting of both Principal and interest, amortized over a period of____ years, commencing on____________, 20___ and on the ______ day of each ____ month _____ quarter _____ year thereafter consisting of _____ equal installments of Principal and interest each in the amount of $ _____ and ONE (1) FINAL INSTALLMENT on the Maturity Date in an amount equal to the outstanding Principal together will all other amounts outstanding hereunder including, without limitation, accrued interest, costs and expenses. PLEASE NOTE THAT THE FINAL INSTALLMENT OF PRINCIPAL SHALL BE HIGHER THAN EXPECTED IF (1) A PAYMENT IS RECEIVED AFTER THE DUE DATE OR (2) THE INTEREST RATE UNDER THE NOTE IS A VARIABLE RATE AND THERE IS AN INCREASE IN THE INTEREST RATE DURING THE TERM OF THE NOTE IN THOSE SITUATIONS, MORE INTER EST WILL BE DUE THAN PLANNED AND LESS OF THE INSTALLMENT WILL BE APPLIED TO PRINCIPAL.

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the Principal to the Bank in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Bank at least three (3) business days prior to making such payment.

In the event the Maturity Date of this Note is accelerated following an Event of Default by Borrower, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Bank shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with the preceding paragraph.

Representations, Warranties and Covenants. Borrower represents and warrants to and agrees and covenants with the Bank that now and until this Note is paid in full:

a.

Business Purpose. The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose, unless the following box is checked: _____ Personal Loan.

b.

Good Standing Authority. Borrower is an entity or sole proprietor (i) duly organized and

in good standing under the laws of the jurisdiction in which it was formed, (ii) duly qualified, in good standing and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future.

c.

Legality. The execution, issuance, delivery to the Bank and performance by Borrower of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not (A) violate any statute, regulation or other law or any judgment, order or award of any court, agency or other governmental authority or of any arbitrator or (B) violate Borrower's certificate of incorporation or other governing instrument, constitute a default under any agreement binding on Borrower, or result in a lien or encumbrance on any assets of Borrower; and (iii) have been duly authorized by all necessary corporate or partnership action.

d.

Compliance. The Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including without limitation environmental laws. All approvals, including without limitation authorizations, permits, consents, franchises, licenses, registrations, filings, declarations, reports and notices (the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect. The Borrower is in compliance with all conditions of each Approval.

e.

Financial Statements and Other Information. Promptly deliver to the Bank (i) quarterly, within sixty (60) days after the end of each of its fiscal quarters, its 10Q statement and a consolidated financial statement of the Borrower, all Guarantors and each of Borrower's and Guarantors' Subsidiaries as of the end of such quarter, which financial statement shall consider of income and cash flows for such period, for the corresponding period in the previous fiscal year, with a consolidated balance sheet as of the end of such period; the quarterly financial statements to be internally prepared and verified in writing by the chief executive officer of the Borrower, all guarantors and each of Borrower's and Guarantors' Subsidiaries; and in such detail as the Bank may request; (ii) within one hundred twenty (120) days after the end of each fiscal year, consolidated statements of the Borrower's, each Guarantors' and each of Borrower's and Guarantors' Subsidiaries' income and cash flows and its consolidated balance sheet as of the end of such fiscal year, setting forth comparative figures for the preceding fiscal year and to be (check applicable box, if no box is checked the financial statements shall be audited):

x audited

___ reviewed

___ compiled

by an independent certified public accountant acceptable to the Bank; all such statements shall be certified by the Borrower's and each Guarantors' and each Subsidiary of Borrower and each Guarantors' chief financial officer to be correct and in accordance with the Borrower's and each Guarantors' and each Subsidiary of Borrower and each Guarantors' records and to present fairly the results of the Borrower's and each Guarantors' and each Subsidiary of Borrower and each Guarantors' operations and cash flows and its financial position at year end; and (iii) with each statement of income, a certificate executed by the Borrower's and each Guarantors' and each Subsidiary of Borrower and each Guarantors' chief executive and chief financial officers or other such person responsible for the financial management of the Borrower and each Guarantors' and each Subsidiary of Borrower and each Guarantors (A) setting forth the computations required to establish the Borr ower's and each Guarantors' and each Subsidiary of Borrower and each Guarantors' compliance with each financial covenant, if any, during the statement period, (B) stating that the signers of the certificate have reviewed this Agreement and the operations and condition (financial or other) of the Borrower and each Guarantors' and each Subsidiary of Borrower and each Guarantors during the relevant period and (C) stating that no Event of Default occurred during the period, or if an Event of Default did occur, describing its nature, the date(s) of its occurrence or period of existence and what action the Borrower and each Guarantors' and each Subsidiary of Borrower and each Guarantors has taken with respect thereto. The Borrower and each Guarantors' and each Subsidiary of Borrower and each Guarantors shall also promptly provide the Bank with copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or members, and copies of all filings with the Securities and Ex change Commission and the Pension Benefit Guaranty Corporation, and shall provide, in form satisfactory to the Bank, such additional information, reports or other information as the Bank may from time to time reasonably request regarding the financial and business affairs of the Borrower and each Guarantors' and each Subsidiary of Borrower and each Guarantors. If the Borrower is an individual, the Borrower shall provide annually a personal financial statement in form and detail acceptable to the Bank and such other financial information as the Bank may from time to time reasonably request.

f.

Accounting; Tax Returns and Payment of Claims. Borrower will maintain a system of accounting and reserves in accordance with generally accepted accounting principles, has filed and will file each tax return required of it and, except as disclosed in an attached schedule, has paid and will pay when due each tax, assessment, fee, charge, fine and penalty imposed by any taxing authority upon Borrower or any of its assets, income or franchises, as well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the ordinary course of business.

g.

Title to Assets; Insurance. Borrower has good and marketable title to each of its assets free of security interests and mortgages and other liens except as disclosed in its financial statements or on a schedule attached to this Note or pursuant to the Bank's prior written consent. Borrower will maintain its property in good repair and will maintain and on request provide the Bank with evidence of insurance coverage satisfactory to the Bank including without limitation fire and hazard, liability, worker's compensation and business interruption insurance and flood hazard insurance as required.

h.

Judgments and Litigation. There is no pending or threatened claim, audit, investigation, action or other legal proceeding or judgment, order or award of any court, agency or other governmental authority or arbitrator (each an "Action") which involves Borrower or its assets and might have a material adverse effect upon Borrower or threaten the validity of this Note or any related document or transaction. Borrower will immediately notify the Bank in writing upon acquiring knowledge of any such Action.

i.

Notice of Change of Address and of Default. Borrower will immediately notify the Bank in writing (i) of any change in its address or of the location of any collateral securing this Note, (ii) of the occurrence of any Event of Default defined below, (iii) of any material change in Borrower's ownership or management and (iv) of any material adverse change in Borrower's ability to repay this Note.

j.

No Transfer of Assets. Until this Note is paid in full, Borrower shall not without the prior written consent of the Bank (i) sell or otherwise dispose of substantially all of its assets, (ii) acquire substantially all of the assets of another entity, (iii) if it is a corporation, participate in any merger, consolidation or other absorption or (iv) agree to do any of these things.

Events of Default; Acceleration. The following constitute an event of default ("Event of Default"): (i) failure by Borrower to make any payment when due (whether at the stated maturity, by acceleration or otherwise) of the amounts due under this Note, or any part thereof, or there occurs any event or condition which after notice, lapse of time or both will permit such acceleration; (ii) Borrower defaults in the performance of any covenant or other provision with respect to this Note or any other agreement between Borrower and the Bank or any of its affiliates or subsidiaries (collectively, "Affiliates"); (iii) Borrower fails to pay when due (whether at the stated maturity, by acceleration or otherwise) any indebtedness for money owing to the Bank (other than under this Note), any third party or any Affiliate, the occurrence of any event which could result in acceleration of payment of any such indebtedness or the failure to per form any agreement with any third party; (iv) the reorganization, merger, consolidation or dissolution of Borrower (or the making of any agreement therefor); the sate, assignment, transferor delivery of all or substantially all of the assets of Borrower to a third party; or the cessation by Borrower as a going business concern; (v) the death or judicial declaration of incompetency of Borrower, if an individual; (vi) failure to pay, withhold or collect any tax as required by law; the service or filing against Borrower or any of its assets of any lien (other than a lien permitted in writing by the Bank), judgment, garnishment, order or award, other than a judgment, order or award for which Borrower is fully insured, if ten (10) days thereafter such judgment, order or award is not satisfied, vacated, bonded or stayed pending appeal; (vii) if Borrower becomes insolvent (however such insolvency is evidenced) or is generally not paying its debts as such debts become due; (viii) the making of any general assignment by Borrower for the benefit of creditors; the appointment of a receiver or similar trustee for Borrower or its assets; or the making any, or sending notice of any intended, buyout or sale; (ix) Borrower commences, or has commenced against it, any proceeding or request for relief under any bankruptcy, insolvency or similar laws now or hereafter in effect in the United States of America or any state or territory thereof or any foreign jurisdiction or any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Borrower; (x) any representation or warranty made in this Note, any related document, any agreement between Borrower and the Bank or any Affiliate or in any financial statement of Borrower proves to have been ' misleading in any material respect when made; Borrower omits to state a material fact necessary to make the statements made in this Note, any related document, any agreement between Borrower and the Bank or any Affiliate or any financial statement of Borrower not misleading in light of the circumstances in which they were made; or, if upon the date of execution of this Note, there shall have been any materially adverse change in any of the facts disclosed in any financial statement, representation or warranty that was not disclosed in writing to the Bank at or prior to the time of execution hereof; (xi) any pension plan of Borrower fails to comply with applicable law or has vested unfunded liabilities that, in the opinion of the Bank, might have a material adverse effect on Borrower's ability to repay its debts; (xii) the occurrence of any event described in sub-paragraph (i) through and including (xi) hereof with respect to any endorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any of the amounts due under this Note ("Guarantor"); (xiii) there occurs any change in the management or ownership of Borrower or any Guarantor which is, in the opinion of the Bank, mate rially adverse to its interest and which remains uncorrected for thirty days after the Bank notifies Borrower of its opinion; (xiv) Borrower fails to supply new or additional collateral within ten days of request by the Bank; or (xv) the Bank in good faith deems itself insecure with respect to payment or performance of under this Note. All amounts hereunder shall become immediately due and payable upon the occurrence of (ix) above, or at the Bank's option, upon the occurrence of any other Event of Default.

Right of Setoff. The Bank shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Bank or any Affiliates or otherwise owing by the Bank or any Affiliate in any capacity to Borrower or any Guarantor or endorser of this Note. Such setoff shall be deemed to have been exercised immediately at the time the Bank or such Affiliate elect to do so.

Miscellaneous. This Note, together with any related loan and security agreements and guaranties, contains the entire agreement between the Bank and Borrower with respect to the Note, and supersedes every course of dealing, other conduct, oral agreement and representation previously made by the Bank. All rights and remedies of the Bank under applicable law and this Note or amendment of any provision of this Note are cumulative and not exclusive. No single, partial or delayed exercise by the Bank of any right or remedy shall preclude the subsequent exercise by the Bank at any time of any right or remedy of the Bank without notice. No waiver or amendment of any provision of this Note shall be effective unless made specifically in writing by the Bank. No course of dealing or other conduct, no oral agreement or representation made by the Bank, and no usage of trade, shall operate as a waiver of any right or remedy of the Bank. No waiver of any right or remedy of the Bank shall be effective unless made specifically in writing by the Bank. Borrower agrees that in any legal proceeding, a copy of this Note kept in the Bank's course of business may be admitted into evidence as an original. This Note is a binding obligation enforceable against Borrower and its successors and assigns and shall inure to the benefit of the Bank and its successors and assigns. If a court deems any provision of this Note invalid, the remainder of the Note shall remain in effect. Section headings are for convenience only. Singular number includes plural and neuter gender includes masculine and feminine as appropriate.

Notices.

Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (1) business day after delivery to a nationally recognized overnight courier service (e.g., Federal Express). Notice by e-mail is not valid notice under this or any other agreement between Borrower and the Bank.

Joint and Several. If there is more than one Borrower, each of them shall be jointly and severally liable for all amounts and obligations which become due under this Note and the term "Borrower" shall include each as well as all of them.

Governing Law; Jurisdiction. This Note has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE BANK MAY HAVE 1N ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS NOTE OR THE TRANSACTIONS RELATED HERETO. BORROWER REPRESENTS AND WARRANTS THAT NO REPRESENTATIVE OR AGENT OF THE BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEMENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAULT RATE. NO SINGLE EXERCISE OF THE FOREGOING POWER TO CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, SHALL BE DEEMED TO EXHAUST THE POWER, WHETHER OR NOT ANY SUCH EXERCISE SHALL BE HELD BY ANY COURT TO BE INVALID, VOIDABLE, OR VOID, BUT THE POWER SHALL CONTINUE UNDIMINISHED AND IT MAY BE EXERCISED FROM TIME TO TIME AS OFTEN AS THE BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

___

Replacement Note. This Note is given in replacement of and in substitution for, but not in payment of, a note dated __________________, 19____/ 20____ in the original principal amount of $_____issued by Borrower (or ) to the Bank (or its predecessor in interest), as the same may have been amended from time to time.

Preauthorized Transfers from Deposit Account. If a deposit account number is provided in the following blank Borrower hereby authorizes .the Bank to debit Borrower's deposit account #_________ with the Bank automatically for any amount which becomes due under this Note.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions of this Note, including the Confession of Judgment, Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

TIN # 24-0854342

BLUE RIDGE REAL ESTATE COMPANY

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President & Treasurer

Witness: /s/ Christine A. Liebold, Secretary

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA   )

COUNTY OF CARBON                                ) SS.

On the 21st day of May, in the year 2003, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared Eldon D. Dietterick , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument

/s/ Eric D. Hanna

Notary Public

Notarial Seal

Eric D Hanna, Notary Public

Tobyhanna Twp., Monroe County

My Commission Expires Jan 31, 2005

Pennsylvania Association of Notaries

FOR BANK USE ONLY

Authorization Confirmed:

Disbursement of Funds:

-

Credit A/C #_____________   Off Ck #________________   Payoff Obligation # __________________

                  $_____________              $________________                                $ __________________

Manufacturers and Traders Trust Company

15 South Franklin Street, Wilkes-Barre, PA 18711

Commercial Banking Division

MODIFICATION AGREEMENT

THIS MODIFICATION AGREEMENT (this "Agreement") is made this 21^st day of July, 2003, by and between Blue Ridge Real Estate Company ("Borrower") and Manufacturers and Traders Trust Company ("Bank").

WITNESSETH:

WHEREAS, the Borrower is indebted to the Bank on a certain loan (the "Loan") as evidenced by a certain term note dated May 21, 2003, in the original principal amount of One Million Nine Hundred Thousand Dollars ($1,900,000.00) (the "Note"), executed and delivered by the Borrower to the Bank, pursuant to a certain credit agreement dated May 21, 2003 (the "Credit Agreement"); and

WHEREAS, the Note is guaranteed by BBC Holdings, Inc., BRRE Holdings, Inc., Big Boulder Corporation, Northeast Land Co., Lake Mountain Company, and Jack Frost Mountain Company (collectively the "Guarantors") pursuant to Continuing Guaranty Agreements dated each dated May 21, 2003, executed and delivered by the Guarantors to the Bank (the "Guaranty Agreements"); and

WHEREAS, the Note, the Guaranty Agreements, the Credit Agreement, and other agreements, instruments, certificates and documents executed and delivered in connection with the Loan, are collectively the "Loan Documents"); and

WHEREAS, the Borrower and Guarantors have requested and the Bank has consented to amend the terms of the Loan Documents.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.

The Loan Documents are amended by extending the Maturity Date (as defined in the Note) from July 21, 2003 to October 31, 2003. In consideration of this extension, the Borrower agrees to pay to the Bank an extension fee of $1,000. Interest shall continue to be due and payable on the 21⁵" day of each month, with all principal, accrued interest and other costs due and owing under the Note be payable in full on October 31, 2003.

2.

Any and all references to any Loan Document shall be deemed to refer to the Loan Documents as amended by this Agreement. This Agreement is deemed incorporated into the Loan Documents. Any initially capitalized terms used in this Agreement without definition shall have the meanings assigned to those terms in the Loan Documents. To the extent that any term or provision of this Agreement is or may be inconsistent with any term or provision in the Loan Documents, the terms and provisions of this Agreement shall control.

3.

The Borrower and each of the Guarantors hereby jointly and severally certify that: (a) all of its respective representations and warranties in the Loan Documents are: (i) true and correct as of the date of this Agreement, (ii) ratified and confirmed without condition as if made anew, and (iii) incorporated into this Agreement by reference; (b) no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under the Loan Documents which will not be cured by the execution and effectiveness of this Agreement, (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Agreement; and (d) this Agreement has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower and each of the Guarantors, enfor ceable in accordance with its terms.

4.

The Borrower and each of the Guarantors hereby confirm that the Loan Documents, as modified by this Agreement, shall continue in full force and effect, and shall cover and secure all of the Borrower's and each of the Guarantors' Obligations to the Bank.

5.

This Agreement will be binding upon and inure to the benefit of the Borrower and the Bank and their respective heirs, executors, administrators, successors and assigns.

6.

Except as amended hereby, the terms and provisions of the Loan Documents shall remain in full force and effect. Except as expressly provided herein, this Agreement shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Bank's rights and remedies (all of which are hereby reserved).

7.

The Borrower and each of the Guarantors hereby ratify and confirm the confession of judgment and waiver of jury trial provisions contained in the Loan Documents.

WITNESS the due execution of this Agreement as a document under seal as of the date first written above.

MANUFACTURERS AND TRADERS TRUST COMPANY

By: /s/Sandra Chickeletti

Sandra Chickeletti, Vice President

TIN # 24-0854342

TIN # 51-0294425

BLUE RIDGE REAL ESTATE COMPANY

BBC HOLDINGS, INC.

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

Eldon D. Dietterick, President

& Treasurer

& Treasurer

TIN # 51-0294426

TIN # 24-0822326

BRRE HOLDINGS, INC.

BIG BOULDER CORPORATION

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick;

Eldon D. Dietterick, Executive Vice

President & Treasurer

President & Treasurer

TIN #23-1682251

TIN # 23-2243205

NORTHEAST LAND CO.

LAKE MOUNTAIN COMPANY

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

Eldon D. Dietterick, Executive Vice President

& Treasurer

& Treasurer

TIN # 23-1670482

JACK FROST MOUNTAIN COMPANY

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

& Treasurer

M&T Bank

SECOND MODIFICATION AGREEMENT

THIS SECOND MODIFICATION AGREEMENT (this "Agreement") is made this 23rd day of October, 2003, by and among Blue Ridge Real Estate Company ("Borrower"), BBC Holdings, Inc., BRRE Holdings, Inc., Big Boulder Corporation, Northeast Land Co., Lake Mountain Company and Jack Frost Mountain Company (collectively the "Guarantors") and Manufacturers and Traders Trust Company ("Bank").

WITNESSETH:

WHEREAS, the Borrower is indebted to the Bank on a certain loan (the "Loan") as evidenced by a certain term note dated May 21, 2003, in the original principal amount of One Million Nine Hundred Thousand Dollars ($1,900,000.00) (the "Note"), executed and delivered by the Borrower to the Bank, pursuant to a certain credit agreement dated May 21, 2003, as amended and extended (the "Credit Agreement"); and

WHEREAS, the Note is guaranteed by the Guarantors pursuant to the Continuing Guaranty Agreements dated each dated May 21, 2003, executed and delivered by the Guarantors to the Bank (the "Guaranty Agreements"); and

WHEREAS, the Note, the Guaranty Agreements, the Credit Agreement, and other agreements, instruments, certificates and documents executed and delivered in connection with the Loan, are collectively the "Loan Documents"); and

WHEREAS, the Borrower and Guarantors previously requested and the Bank agreed to extend the Maturity Date (as defined in the Note), which extension was evidenced by a modification agreement dated July 21, 2003 ("First Modification"); and

WHEREAS, the Borrower and Guarantors have again requested and the Bank has again consented to amendment terms of the loan documents.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.

The Loan Documents are amended by extending the Maturity Date (as defined in the Note) from October 3 I, 2003 to January 31, 2004. All further references to the Maturity Date in the Note and/or any of the other Loan Documents shall mean January 31, 2004.

2.

In consideration of this extension, the Borrower agrees to pay to the Bank an extension fee of $1,000.

3.

Interest shall continue to be due and payable on the 21" day of each month, with all principal, accrued interest and other costs due and owing under the Note payable in full on January 31, 2004.

4.

Any and all references to any Loan Document shall be deemed to refer to the Loan Documents as amended by this Agreement. This Agreement is deemed incorporated into the Loan Documents. Any initially capitalized terms used in this Agreement without definition shall have the meanings assigned to those terms in the Loan Documents. To the extent that any term or provision of this Agreement is or may be inconsistent with any term or provision in the Loan Documents, the terms and provisions of this Agreement shall control.

5.

The Borrower and each of the Guarantors hereby jointly and severally certify that: (a) all of its respective representations and warranties in the Loan Documents are: (i) true and correct as of the date of this Agreement, (ii) ratified and confirmed without condition as if made anew, and (iii) incorporated into this Agreement by reference; (b) no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under the Loan Documents which will not be cured by the execution and effectiveness of this Agreement, (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Agreement; and (d) this Agreement has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower and each of the Guarantors, enfor ceable in accordance with its terms.

6.

The Borrower and each of the Guarantors hereby confirm that the Loan Documents, as modified by this Agreement, shall continue in full force and effect, and shall cover and secure all of the Borrower's and each of the Guarantors' Obligations to the Bank.

7.

This Agreement will be binding upon and inure to the benefit of the Borrower and the Bank and their respective heirs, executors, administrators, successors and assigns.

8.

Except as amended hereby, the terms and provisions of the Loan Documents shall remain in full force and effect. Except as expressly provided herein, this Agreement shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Bank's rights and remedies (all of which are hereby reserved).

9.

The Borrower and each of the Guarantors hereby ratify and confirm the confession of judgment and waiver of jury trial provisions contained in the Loan Documents.

WITNESS the due execution of this Agreement as a document under seal as of the date first written above.

TIN # 24-0854342

TIN # 51-0294425

BLUE RIDGE REAL ESTATE COMPANY

BBC HOLDINGS, INC.

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

Eldon D. Dietterick, President

& Treasurer

& Treasurer

TIN # 51-0294426

TIN # 24-0822326

BRRE HOLDINGS, INC.

BIG BOULDER CORPORATION

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

President & Treasurer

& Treasurer

TIN #23-1682251

TIN # 23-2243205

NORTHEAST LAND CO.

LAKE MOUNTAIN COMPANY

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

Eldon D. Dietterick, Executive Vice President

& Treasurer

& Treasurer

TIN # 23-1670482

JACK FROST MOUNTAIN COMPANY

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

& Treasurer

ACCEPTED AND AGREED TO BY

MANUFACTURERS AND TRADERS TRUST COMPANY

By: /s/Sandra Chickeletti

Sandra Chickeletti, Vice President

M&T Bank

Manufacturers and Traders Trust Company, 15 South Franklin Street, Wilkes-Barre, PA 18711 Commercial Banking Division

THIRD MODIFICATION AGREEMENT

This Third Modification Agreement (this "Agreement") is made this 20th day of January, 2004, by and among Blue Ridge Real Estate Company ("Borrower"), BBC Holdings, Inc., BRRE Holdings, Inc., Big Boulder Corporation, Northeast Land Co., Lake Mountain Company and Jack Frost Mountain Company (collectively the "Guarantors") and Manufacturers and Traders Trust Company ("Bank").

WITNESSETH:

WHEREAS, the Borrower is indebted to the Bank on a certain loan (the "Loan") as evidenced by a certain term note dated May 21, 2003, in the original principal amount of One Million Nine Hundred Thousand Dollars ($1,900,000.00) (the "Note"), executed and delivered by the Borrower to the Bank, pursuant to a certain credit agreement dated May 21, 2003, as amended and extended from time to time (the "Credit Agreement"); and

WHEREAS, the Note is guaranteed by the Guarantors pursuant to the Continuing Guaranty Agreements dated each dated May 21, 2003, executed and delivered by the Guarantors to the Bank (the "Guaranty Agreements"); and

WHEREAS, the Borrower and Guarantors previously requested and the Bank agreed to extend the Maturity Date (as defined in the Note), which extension was evidenced by modification agreements dated July 21, 2003 and October 23, 2003 (the "Prior Modifications"); and

WHEREAS, the Note, the Guaranty Agreements, the Credit Agreement, the Prior Modifications and other agreements, instruments, certificates and documents executed and delivered in connection with the Loan, are collectively the "Loan Documents"; and

WHEREAS, the Borrower and Guarantors have again requested and the Bank has again consented to amendment terms of the loan documents.

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.

The Loan Documents are amended by extending the Maturity Date (as defined in the Note) from January 31, 2004 to April 30, 2004. All further references to the Maturity Date in the Note and/or any of the other Loan Documents shall mean April 30, 2004.

2.

In consideration of this extension, the Borrower agrees to pay to the Bank an extension fee of $3,000.00, together with the legal fees incurred in the documentation of this Agreement.

3.

Interest shall continue to be due and payable on the 21^st day of each month, with all principal, accrued, interest and other costs due and owing under the Note payable in full on April 30, 2004.

4.

Any and all references to any Loan Document shall be deemed to refer to the Loan Documents as amended by this Agreement. This Agreement is deemed incorporated into the Loan Documents. Any initially capitalized terms used in this Agreement without definition shall have the meanings assigned to those terms in the Loan Documents. To the extent that any term or provision, of this Agreement is or may be inconsistent with any term or provision in the Loan Documents, the terms and provisions of this Agreement shall control.

5.

The Borrower and each of the Guarantors hereby jointly and severally certify that: (a) all of its respective representations and warranties in the Loan Documents are: (i) true and correct as of the date of this Agreement, (ii) ratified and con ,finned without condition as if made anew, and (iii) incorporated into this Agreement by reference; (b) no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, exists under the Loan Documents which will 'not be cured by the execution and effectiveness of this Agreement, (c) no consent, approval, order or authorization of, or registration or filing with, any third party is required in connection with the execution, delivery and carrying out of this Agreement; and (d) this Agreement has been duly authorized, executed and delivered so that it constitutes the legal, valid and binding obligation of the Borrower and each of the Guarantors, en forceable in accordance with its terms.

6.

The Borrower and each of the Guarantors hereby confirm that the Loan Documents, as modified by this Agreement, shall continue in full force and effect, and shall cover and secure all of the Borrower's and each of the Guarantors' Obligations to the Bank.

7.

This Agreement will be binding upon and inure to the benefit of the Borrower, Guarantors and the Bank and their respective heirs, executors, administrators, successors and assigns.

8.

Except as amended hereby, the terms and provisions of the Loan Documents shall remain in full force and effect. Except as expressly provided herein, this Agreement shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Bank's rights and remedies (all of which are hereby reserved).

9.

The Borrower and each of the Guarantors hereby ratify and confirm the confession of judgment and waiver of jury trial provisions contained in the Loan Documents.

WITNESS the due execution of this Agreement as a document under seal as of the date first written above.

TIN # 24-0854342

TIN # 51-0294425

BLUE RIDGE REAL ESTATE COMPANY

BBC HOLDINGS, INC.

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

Eldon D. Dietterick, President

& Treasurer

& Treasurer

TIN # 51-0294426

TIN # 24-0822326

BRRE HOLDINGS, INC.

BIG BOULDER CORPORATION

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

President & Treasurer

& Treasurer

TIN #23-1682251

TIN # 23-2243205

NORTHEAST LAND CO.

LAKE MOUNTAIN COMPANY

By: /s/ Eldon D. Dietterick

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

Eldon D. Dietterick, Executive Vice President

& Treasurer

& Treasurer

TIN # 23-1670482

JACK FROST MOUNTAIN COMPANY

By: /s/ Eldon D. Dietterick

Eldon D. Dietterick, Executive Vice President

& Treasurer

ACCEPTED AND AGREED TO BY

MANUFACTURERS AND TRADERS TRUST COMPANY

By: /s/Sandra Chickeletti

Sandra Chickeletti, Vice President

EX-10 17 ex10-46.htm STOCK OPTION DATED 12/2/02 PATRICK M. FLYNN BLUE RIDGE REAL ESTATE COMPANY
BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

STOCK OPTION AGREEMENT

Patrick M. Flynn (the “Optionee”) has been granted an option (the “Option”) as of December 2, 2002 to purchase 5,000 shares of Common Stock of Blue Ridge Real Estate Company and Big Boulder Corporation (collectively the “Companies”). The Option shall be subject to the following terms and conditions:

1.

Purchase Price. With respect to the shares of Common Stock of the Companies subject to the Option to be delivered in unit form (the “Shares”), 5,000 Shares may be purchased for $10.90 per share.

2.

Duration of Option. The Option shall expire, and all rights to purchase Shares pursuant thereto shall cease, on December 2, 2007.

3.

Exercisability. The Shares subject to the Option may be purchased immediately, without any vesting period, and throughout the duration of the Option.

4.

Purchase of Option Shares. The Optionee may purchase the Shares subject to the Option in whole at any time, or in part from time to time, by delivering to the Secretary of the Companies written notice specifying the number of Shares being purchased, together with payment in full of the purchase price of such Shares plus any applicable federal, state or local taxes for which the Companies have a withholding obligation in connection with such purchase. Such payment shall be made in whole or in part in cash, or by personal check, certified check, money market check or bank draft payable to the order of the Companies.

5.

Nontransferability. The Option shall not be transferable other than (i) by will, (ii) by the laws of descent and distribution, (iii) pursuant to the terms of a qualified domestic relations order or (iv) in circumstances other than those set forth in (i) – (iii) above, with the express written approval of the Companies.

6.

Issuance of Shares: Restrictions.

(i)

The Companies shall, within ten business days after Shares subject to the Option have been purchased in whole or in part, deliver to the Optionee a certificate, registered in the name of the Optionee, for the number of Shares so purchased. The Companies may legend any Share certificate issued hereunder to reflect any restrictions deemed necessary by the Companies to comply with the federal securities laws.

(ii)

The Companies may require, prior to and as a condition of the issuance of any Shares, that the Optionee furnish the Companies with a written representation, in a form acceptable to the Companies’ counsel, to the effect that the Optionee is acquiring such Shares solely with a view to investment for the Optionee’s own account and not with a view to the resale or distribution of all or any part thereof, and that the Optionee will not dispose of any of such Shares otherwise than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”), unless and until either the Shares are registered under the 1933 Act or the Companies are satisfied that an exemption from such registration is available.

(iii)

Anything contained herein to the contrary notwithstanding, the companies shall not be obligated to sell or issue any Shares pursuant to the Option unless and until the Companies are satisfied that such sale or issuance complies with (A) all applicable requirements of the National Association of Securities Dealers (or the governing body of the principal market in which the Companies’ Common Stock is traded), (B) all applicable provisions of the 1933 Act and (C) all other laws or regulations by which the Companies are bound or to which the Companies are subject.

7.

Adjustments. In the event that the Companies make any distribution of cash, Common Stock, assets or other property to shareholders which results from the sale or disposition of a major asset or separate operating division of the Companies or any other extraordinary event and, in the judgment of the Board of Directors of the Companies (the “Board”), such change or distribution would significantly dilute the rights of Optionee hereunder, then the Board may make appropriate adjustments to the number of Shares subject to and/or the purchase price of the Option. The adjustments determined by the Board shall be final, binding and conclusive.

8.

Amendment. This Option Agreement shall not be amended or revised in any respect unless such amendment is in writing and executed by the Companies and the Optionee.

9.

Termination. In the event Optionee shall resign as a Director of the Companies, the Option shall terminate and the Optionee shall have no further rights hereunder.

10.

Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

11.

Optionee Acknowledgment. Optionee acknowledges receipt of a copy of this Option Agreement and hereby agrees to be bound by all provisions of this Option Agreement.

Date of Grant: December 2, 2002

By: BLUE RIDGE REAL ESTATE COMPANY

       BIG BOULDER CORPORATION

By:

/s/ Michael J. Flynn

Michael J. Flynn

Chairman of the Board

Attest:

/s/ Christine A. Liebold

Christine A. Liebold, Corporate Secretary



/s/ Patrick M. Flynn

Patrick M. Flynn, Optionee
EX-10 18 ex10-47.htm STOCK OPTION DATED 12/2/02 ELDON D. DIETTERICK BLUE RIDGE REAL ESTATE COMPANY
BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

STOCK OPTION AGREEMENT

Eldon D. Dietterick (the “Optionee”) has been granted an option (the “Option”) as of December 2, 2002 to purchase 4,000 shares of Common Stock of Blue Ridge Real Estate Company and Big Boulder Corporation (collectively the “Companies”). The Option shall be subject to the following terms and conditions:

1.

Purchase Price. With respect to the shares of Common Stock of the Companies subject to the Option to be delivered in unit form (the “Shares”), 4,000 Shares may be purchased for $10.90 per share.

2.

Duration of Option. The Option shall expire, and all rights to purchase Shares pursuant thereto shall cease, on December 2, 2007.

3.

Exercisability. The Shares subject to the Option may be purchased immediately, without any vesting period, and throughout the duration of the Option.

4.

Purchase of Option Shares. The Optionee may purchase the Shares subject to the Option in whole at any time, or in part from time to time, by delivering to the Secretary of the Companies written notice specifying the number of Shares being purchased, together with payment in full of the purchase price of such Shares plus any applicable federal, state or local taxes for which the Companies have a withholding obligation in connection with such purchase. Such payment shall be made in whole or in part in cash, or by personal check, certified check, money market check or bank draft payable to the order of the Companies.

5.

Nontransferability. The Option shall not be transferable other than (i) by will, (ii) by the laws of descent and distribution, (iii) pursuant to the terms of a qualified domestic relations order or (iv) in circumstances other than those set forth in (i) – (iii) above, with the express written approval of the Companies.

6.

Issuance of Shares: Restrictions.

(i)

The Companies shall, within ten business days after Shares subject to the Option have been purchased in whole or in part, deliver to the Optionee a certificate, registered in the name of the Optionee, for the number of Shares so purchased. The Companies may legend any Share certificate issued hereunder to reflect any restrictions deemed necessary by the Companies to comply with the federal securities laws.

(ii)

The Companies may require, prior to and as a condition of the issuance of any Shares, that the Optionee furnish the Companies with a written representation, in a form acceptable to the Companies’ counsel, to the effect that the Optionee is acquiring such Shares solely with a view to investment for the Optionee’s own account and not with a view to the resale or distribution of all or any part thereof, and that the Optionee will not dispose of any of such Shares otherwise than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”), unless and until either the Shares are registered under the 1933 Act or the Companies are satisfied that an exemption from such registration is available.

(iii)

Anything contained herein to the contrary notwithstanding, the companies shall not be obligated to sell or issue any Shares pursuant to the Option unless and until the Companies are satisfied that such sale or issuance complies with (A) all applicable requirements of the National Association of Securities Dealers (or the governing body of the principal market in which the Companies’ Common Stock is traded), (B) all applicable provisions of the 1933 Act and (C) all other laws or regulations by which the Companies are bound or to which the Companies are subject.

7.

Adjustments. In the event that the Companies make any distribution of cash, Common Stock, assets or other property to shareholders which results from the sale or disposition of a major asset or separate operating division of the Companies or any other extraordinary event and, in the judgment of the Board of Directors of the Companies (the “Board”), such change or distribution would significantly dilute the rights of Optionee hereunder, then the Board may make appropriate adjustments to the number of Shares subject to and/or the purchase price of the Option. The adjustments determined by the Board shall be final, binding and conclusive.

8.

Amendment. This Option Agreement shall not be amended or revised in any respect unless such amendment is in writing and executed by the Companies and the Optionee.

9.

Termination. In the Optionee shall resign as an Officer of the Companies, the Option shall terminate and the Optionee shall have no further rights hereunder.

10.

Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

11.

Optionee Acknowledgment. Optionee acknowledges receipt of a copy of this Option Agreement and hereby agrees to be bound by all provisions of this Option Agreement.

Date of Grant: December 2, 2002

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

By:

/s/ Michael J. Flynn

Michael J. Flynn

Chairman of the Board

Attest:

/s/ Christine A. Liebold

Christine A. Liebold, Corporate Secretary



/s/ Eldon D. Dietterick

Eldon D. Dietterick, Optionee
EX-10 19 ex10-48.htm STOCK OPTION DATED 12/2/02 RICHARD T. FREY BLUE RIDGE REAL ESTATE COMPANY
BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

STOCK OPTION AGREEMENT

Richard T. Frey (the “Optionee”) has been granted an option (the “Option”) as of December 2, 2002 to purchase 3,000 shares of Common Stock of Blue Ridge Real Estate Company and Big Boulder Corporation (collectively the “Companies”). The Option shall be subject to the following terms and conditions:

1.

Purchase Price. With respect to the shares of Common Stock of the Companies subject to the Option to be delivered in unit form (the “Shares”), 3,000 Shares may be purchased for $10.90 per share.

2.

Duration of Option. The Option shall expire, and all rights to purchase Shares pursuant thereto shall cease, on December 2, 2007.

3.

Exercisability. The Shares subject to the Option may be purchased immediately, without any vesting period, and throughout the duration of the Option.

4.

Purchase of Option Shares. The Optionee may purchase the Shares subject to the Option in whole at any time, or in part from time to time, by delivering to the Secretary of the Companies written notice specifying the number of Shares being purchased, together with payment in full of the purchase price of such Shares plus any applicable federal, state or local taxes for which the Companies have a withholding obligation in connection with such purchase. Such payment shall be made in whole or in part in cash, or by personal check, certified check, money market check or bank draft payable to the order of the Companies.

5.

Nontransferability. The Option shall not be transferable other than (i) by will, (ii) by the laws of descent and distribution, (iii) pursuant to the terms of a qualified domestic relations order or (iv) in circumstances other than those set forth in (i) – (iii) above, with the express written approval of the Companies.

6.

Issuance of Shares: Restrictions.

(i)

The Companies shall, within ten business days after Shares subject to the Option have been purchased in whole or in part, deliver to the Optionee a certificate, registered in the name of the Optionee, for the number of Shares so purchased. The Companies may legend any Share certificate issued hereunder to reflect any restrictions deemed necessary by the Companies to comply with the federal securities laws.

(ii)

The Companies may require, prior to and as a condition of the issuance of any Shares, that the Optionee furnish the Companies with a written representation, in a form acceptable to the Companies’ counsel, to the effect that the Optionee is acquiring such Shares solely with a view to investment for the Optionee’s own account and not with a view to the resale or distribution of all or any part thereof, and that the Optionee will not dispose of any of such Shares otherwise than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”), unless and until either the Shares are registered under the 1933 Act or the Companies are satisfied that an exemption from such registration is available.

(iii)

Anything contained herein to the contrary notwithstanding, the companies shall not be obligated to sell or issue any Shares pursuant to the Option unless and until the Companies are satisfied that such sale or issuance complies with (A) all applicable requirements of the National Association of Securities Dealers (or the governing body of the principal market in which the Companies’ Common Stock is traded), (B) all applicable provisions of the 1933 Act and (C) all other laws or regulations by which the Companies are bound or to which the Companies are subject.

7.

Adjustments. In the event that the Companies make any distribution of cash, Common Stock, assets or other property to shareholders which results from the sale or disposition of a major asset or separate operating division of the Companies or any other extraordinary event and, in the judgment of the Board of Directors of the Companies (the “Board”), such change or distribution would significantly dilute the rights of Optionee hereunder, then the Board may make appropriate adjustments to the number of Shares subject to and/or the purchase price of the Option. The adjustments determined by the Board shall be final, binding and conclusive.

8.

Amendment. This Option Agreement shall not be amended or revised in any respect unless such amendment is in writing and executed by the Companies and the Optionee.

9.

Termination. In the event Optionee shall resign as an Officer of the Companies, the Option shall terminate and the Optionee shall have no further rights hereunder.

10.

Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

11.

Optionee Acknowledgment. Optionee acknowledges receipt of a copy of this Option Agreement and hereby agrees to be bound by all provisions of this Option Agreement.

Date of Grant: December 2, 2002

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

By: /s/ Michael J. Flynn

Michael J. Flynn

Chairman of the Board

Attest:

/s/ Christine A. Liebold

Christine A. Liebold, Corporate Secretary

      /s/ Richard T. Frey

Richard T. Frey, Optionee
EX-10 20 ex10-49.htm STOCK OPTION DATED 12/2/02 MARK DAUBERT BLUE RIDGE REAL ESTATE COMPANY
BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

STOCK OPTION AGREEMENT

Mark Daubert (the “Optionee”) has been granted an option (the “Option”) as of December 2, 2002 to purchase 2,000 shares of Common Stock of Blue Ridge Real Estate Company and Big Boulder Corporation (collectively the “Companies”). The Option shall be subject to the following terms and conditions:

1.

Purchase Price. With respect to the shares of Common Stock of the Companies subject to the Option to be delivered in unit form (the “Shares”), 2,000 Shares may be purchased for $10.90 per share.

2.

Duration of Option. The Option shall expire, and all rights to purchase Shares pursuant thereto shall cease, on December 2, 2007.

3.

Exercisability. The Shares subject to the Option may be purchased immediately, without any vesting period, and throughout the duration of the Option.

4.

Purchase of Option Shares. The Optionee may purchase the Shares subject to the Option in whole at any time, or in part from time to time, by delivering to the Secretary of the Companies written notice specifying the number of Shares being purchased, together with payment in full of the purchase price of such Shares plus any applicable federal, state or local taxes for which the Companies have a withholding obligation in connection with such purchase. Such payment shall be made in whole or in part in cash, or by personal check, certified check, money market check or bank draft payable to the order of the Companies.

5.

Nontransferability. The Option shall not be transferable other than (i) by will, (ii) by the laws of descent and distribution, (iii) pursuant to the terms of a qualified domestic relations order or (iv) in circumstances other than those set forth in (i) – (iii) above, with the express written approval of the Companies.

6.

Issuance of Shares: Restrictions.

(i)

The Companies shall, within ten business days after Shares subject to the Option have been purchased in whole or in part, deliver to the Optionee a certificate, registered in the name of the Optionee, for the number of Shares so purchased. The Companies may legend any Share certificate issued hereunder to reflect any restrictions deemed necessary by the Companies to comply with the federal securities laws.

(ii)

The Companies may require, prior to and as a condition of the issuance of any Shares, that the Optionee furnish the Companies with a written representation, in a form acceptable to the Companies’ counsel, to the effect that the Optionee is acquiring such Shares solely with a view to investment for the Optionee’s own account and not with a view to the resale or distribution of all or any part thereof, and that the Optionee will not dispose of any of such Shares otherwise than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”), unless and until either the Shares are registered under the 1933 Act or the Companies are satisfied that an exemption from such registration is available.

(iii)

Anything contained herein to the contrary notwithstanding, the companies shall not be obligated to sell or issue any Shares pursuant to the Option unless and until the Companies are satisfied that such sale or issuance complies with (A) all applicable requirements of the National Association of Securities Dealers (or the governing body of the principal market in which the Companies’ Common Stock is traded), (B) all applicable provisions of the 1933 Act and (C) all other laws or regulations by which the Companies are bound or to which the Companies are subject.

7.

Adjustments. In the event that the Companies make any distribution of cash, Common Stock, assets or other property to shareholders which results from the sale or disposition of a major asset or separate operating division of the Companies or any other extraordinary event and, in the judgment of the Board of Directors of the Companies (the “Board”), such change or distribution would significantly dilute the rights of Optionee hereunder, then the Board may make appropriate adjustments to the number of Shares subject to and/or the purchase price of the Option. The adjustments determined by the Board shall be final, binding and conclusive.

8.

Amendment. This Option Agreement shall not be amended or revised in any respect unless such amendment is in writing and executed by the Companies and the Optionee.

9.

Termination. In the event Optionee shall resign from the Companies, the Option shall terminate and the Optionee shall have no further rights hereunder.

10.

Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

11.

Optionee Acknowledgment. Optionee acknowledges receipt of a copy of this Option Agreement and hereby agrees to be bound by all provisions of this Option Agreement.

Date of Grant: December 2, 2002

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

By:

/s/ Michael J. Flynn

Michael J. Flynn

Chairman of the Board

Attest:

/s/ Christine A. Liebold

Christine A. Liebold, Corporate Secretary



/s/ Mark Daubert

Mark Daubert, Optionee
EX-10 21 ex10-410.htm STOCK OPTION DATED 12/2/02 CYNTHIA A. BARRON BLUE RIDGE REAL ESTATE COMPANY
BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

STOCK OPTION AGREEMENT

Cynthia A. Barron (the “Optionee”) has been granted an option (the “Option”) as of December 2, 2002 to purchase 2,000 shares of Common Stock of Blue Ridge Real Estate Company and Big Boulder Corporation (collectively the “Companies”). The Option shall be subject to the following terms and conditions:

1.

Purchase Price. With respect to the shares of Common Stock of the Companies subject to the Option to be delivered in unit form (the “Shares”), 2,000 Shares may be purchased for $10.90 per share.

2.

Duration of Option. The Option shall expire, and all rights to purchase Shares pursuant thereto shall cease, on December 2, 2007.

3.

Exercisability. The Shares subject to the Option may be purchased immediately, without any vesting period, and throughout the duration of the Option.

4.

Purchase of Option Shares. The Optionee may purchase the Shares subject to the Option in whole at any time, or in part from time to time, by delivering to the Secretary of the Companies written notice specifying the number of Shares being purchased, together with payment in full of the purchase price of such Shares plus any applicable federal, state or local taxes for which the Companies have a withholding obligation in connection with such purchase. Such payment shall be made in whole or in part in cash, or by personal check, certified check, money market check or bank draft payable to the order of the Companies.

5.

Nontransferability. The Option shall not be transferable other than (i) by will, (ii) by the laws of descent and distribution, (iii) pursuant to the terms of a qualified domestic relations order or (iv) in circumstances other than those set forth in (i) – (iii) above, with the express written approval of the Companies.

6.

Issuance of Shares: Restrictions.

(i)

The Companies shall, within ten business days after Shares subject to the Option have been purchased in whole or in part, deliver to the Optionee a certificate, registered in the name of the Optionee, for the number of Shares so purchased. The Companies may legend any Share certificate issued hereunder to reflect any restrictions deemed necessary by the Companies to comply with the federal securities laws.

(ii)

The Companies may require, prior to and as a condition of the issuance of any Shares, that the Optionee furnish the Companies with a written representation, in a form acceptable to the Companies’ counsel, to the effect that the Optionee is acquiring such Shares solely with a view to investment for the Optionee’s own account and not with a view to the resale or distribution of all or any part thereof, and that the Optionee will not dispose of any of such Shares otherwise than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”), unless and until either the Shares are registered under the 1933 Act or the Companies are satisfied that an exemption from such registration is available.

(iii)

Anything contained herein to the contrary notwithstanding, the companies shall not be obligated to sell or issue any Shares pursuant to the Option unless and until the Companies are satisfied that such sale or issuance complies with (A) all applicable requirements of the National Association of Securities Dealers (or the governing body of the principal market in which the Companies’ Common Stock is traded), (B) all applicable provisions of the 1933 Act and (C) all other laws or regulations by which the Companies are bound or to which the Companies are subject.

7.

Adjustments. In the event that the Companies make any distribution of cash, Common Stock, assets or other property to shareholders which results from the sale or disposition of a major asset or separate operating division of the Companies or any other extraordinary event and, in the judgment of the Board of Directors of the Companies (the “Board”), such change or distribution would significantly dilute the rights of Optionee hereunder, then the Board may make appropriate adjustments to the number of Shares subject to and/or the purchase price of the Option. The adjustments determined by the Board shall be final, binding and conclusive.

8.

Amendment. This Option Agreement shall not be amended or revised in any respect unless such amendment is in writing and executed by the Companies and the Optionee.

9.

Termination. In the event Optionee shall resign from the Companies, the Option shall terminate and the Optionee shall have no further rights hereunder.

10.

Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

11.

Optionee Acknowledgment. Optionee acknowledges receipt of a copy of this Option Agreement and hereby agrees to be bound by all provisions of this Option Agreement.

Date of Grant: December 2, 2002

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

By:

/s/ Michael J. Flynn

Michael J. Flynn

Chairman of the Board

Attest:

/s/ Christine A. Liebold

Christine A. Liebold, Corporate Secretary

      /s/ Cynthia A. Barron

Cynthia A. Barron, Optionee
EX-10 22 ex10-411.htm STOCK OPTION DATED 12/2/02 CARL V. KERSTETTER BLUE RIDGE REAL ESTATE COMPANY
BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

STOCK OPTION AGREEMENT

Carl V. Kerstetter (the “Optionee”) has been granted an option (the “Option”) as of
December 2, 2002 to purchase 2,000 shares of Common Stock of Blue Ridge Real Estate Company and Big Boulder Corporation (collectively the “Companies”). The Option shall be subject to the following terms and conditions:

1.

Purchase Price. With respect to the shares of Common Stock of the Companies subject to the Option to be delivered in unit form (the “Shares”), 2,000 Shares may be purchased for $10.90 per share.

2.

Duration of Option. The Option shall expire, and all rights to purchase Shares pursuant thereto shall cease, on December 2, 2007.

3.

Exercisability. The Shares subject to the Option may be purchased immediately, without any vesting period, and throughout the duration of the Option.

4.

Purchase of Option Shares. The Optionee may purchase the Shares subject to the Option in whole at any time, or in part from time to time, by delivering to the Secretary of the Companies written notice specifying the number of Shares being purchased, together with payment in full of the purchase price of such Shares plus any applicable federal, state or local taxes for which the Companies have a withholding obligation in connection with such purchase. Such payment shall be made in whole or in part in cash, or by personal check, certified check, money market check or bank draft payable to the order of the Companies.

5.

Nontransferability. The Option shall not be transferable other than (i) by will, (ii) by the laws of descent and distribution, (iii) pursuant to the terms of a qualified domestic relations order or (iv) in circumstances other than those set forth in (i) – (iii) above, with the express written approval of the Companies.

6.

Issuance of Shares: Restrictions.

(i)

The Companies shall, within ten business days after Shares subject to the Option have been purchased in whole or in part, deliver to the Optionee a certificate, registered in the name of the Optionee, for the number of Shares so purchased. The Companies may legend any Share certificate issued hereunder to reflect any restrictions deemed necessary by the Companies to comply with the federal securities laws.

(ii)

The Companies may require, prior to and as a condition of the issuance of any Shares, that the Optionee furnish the Companies with a written representation, in a form acceptable to the Companies’ counsel, to the effect that the Optionee is acquiring such Shares solely with a view to investment for the Optionee’s own account and not with a view to the resale or distribution of all or any part thereof, and that the Optionee will not dispose of any of such Shares otherwise than in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended (the “1933 Act”), unless and until either the Shares are registered under the 1933 Act or the Companies are satisfied that an exemption from such registration is available.

(iii)

Anything contained herein to the contrary notwithstanding, the companies shall not be obligated to sell or issue any Shares pursuant to the Option unless and until the Companies are satisfied that such sale or issuance complies with (A) all applicable requirements of the National Association of Securities Dealers (or the governing body of the principal market in which the Companies’ Common Stock is traded), (B) all applicable provisions of the 1933 Act and (C) all other laws or regulations by which the Companies are bound or to which the Companies are subject.

7.

Adjustments. In the event that the Companies make any distribution of cash, Common Stock, assets or other property to shareholders which results from the sale or disposition of a major asset or separate operating division of the Companies or any other extraordinary event and, in the judgment of the Board of Directors of the Companies (the “Board”), such change or distribution would significantly dilute the rights of Optionee hereunder, then the Board may make appropriate adjustments to the number of Shares subject to and/or the purchase price of the Option. The adjustments determined by the Board shall be final, binding and conclusive.

8.

Amendment. This Option Agreement shall not be amended or revised in any respect unless such amendment is in writing and executed by the Companies and the Optionee.

9.

Termination. In the event Optionee shall resign from the Companies, the Option shall terminate and the Optionee shall have no further rights hereunder.

10.

Governing Law. This Option Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

11.

Optionee Acknowledgment. Optionee acknowledges receipt of a copy of this Option Agreement and hereby agrees to be bound by all provisions of this Option Agreement.

Date of Grant: December 2, 2002

BLUE RIDGE REAL ESTATE COMPANY

BIG BOULDER CORPORATION

By:

/s/ Michael J. Flynn

Michael J. Flynn

Chairman of the Board

Attest:

/s/ Christine A. Liebold

Christine A. Liebold, Corporate Secretary



/s/ Carl V. Kerstetter

Carl V. Kerstetter, Optionee
EX-31 23 ex-311.htm CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY SECTION 302 OF SARBANES-OXLEY ACT OF 2002 EXHIBIT 31

EXHIBIT 31.1

CERTIFICATIONS

I, Patrick M. Flynn, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended October 31, 2003 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants’ other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ boards of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: February 9, 2004

                            /s/ PATRICK M. FLYNN

                            Patrick M. Flynn

                            Chief Executive Officer

                                and President

EX-31 24 ex-312.htm CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED BY SECTION 302 OF SARBANES-OXLEY ACT OF 2002 EXHIBIT 31

EXHIBIT 31.2

CERTIFICATIONS

I, Eldon D. Dietterick, certify that:

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended October 31, 2003 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrants’ other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986];

(c) Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5. The registrants’ other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ boards of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: February 9, 2004

                            /s/ ELDON D. DIETTERICK

                            Eldon D. Dietterick

                            Executive Vice President

                              and Treasurer

EX-32 25 ex-321.htm CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY SECTION 906 OF SARBANES-OXLEY ACT OF 2002 EXHIBIT 32
EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the fiscal year ended October 31, 2003 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”) as filed with the Securities and Exchange Commission on the date hereof (the ”Report”), I, Patrick M. Flynn, Chief Executive Officer and President of the Registrants, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d); and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

/s/ PATRICK M. FLYNN

Patrick M. Flynn

Chief Executive Officer and President

February 9, 2004
EX-32 26 ex-322.htm CERTIFICATION OF FINANCIAL EXECUTIVE OFFICER REQUIRED BY SECTION 906 OF SARBANES-OXLEY ACT OF 2002 EXHIBIT 32
EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K for the fiscal year ended October 31, 2003 of Blue Ridge Real Estate Company and Big Boulder Corporation (together , the “Registrants”) as filed with the Securities and Exchange Commission on the date hereof (the ”Report”), I, Eldon D. Dietterick, Executive Vice President and Treasurer (chief financial officer)of the Registrants, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or Section 78o(d); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

/s/ ELDON D. DIETTERICK

Eldon D. Dietterick

Executive Vice President and Treasurer

(Principal Financial Officer)

February 9, 2004
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