8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2007

Blue Ridge Real Estate Company

Big Boulder Corporation

(Exact Name of Registrant Specified in Charter)

0-28-44 (Blue Ridge)

24-0854342 (Blue Ridge)

Pennsylvania

0-28-43 (Big Boulder)

24-0822326 (Big Boulder)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

P. O. Box 707, Blakeslee, Pennsylvania                       18610-0707

(Address of Principal Executive Offices)                                                       (Zip Code)

(570) 443-8433

(Registrant’s telephone number, including area code)

Not Applicable

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425)
[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))
[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement

On June 15, 2007, Blue Ridge Real Estate Company and Big Boulder Corporation (together, the “Companies”), jointly and severally with certain of the Companies’ subsidiaries (the “Subsidiaries”), entered into a mortgage modification loan agreement (“Modified Loan Agreement”) and a $25,000,000 line of credit mortgage note (the “Note”) with Manufacturers and Traders Trust Company (the “Bank”).  The Modified Loan Agreement and the Note amends and restates the original Loan Agreement and Note entered into by the Companies and the Bank on April 20, 2006 in the principal amount of $10,000,000.

Under the terms of the Modified Loan Agreement and Note, the Bank has increased the line of credit by an aggregate amount of $15,000,000 to make a maximum amount of $25,000,000 (the “Line of Credit”) available to the Companies and the Subsidiaries (collectively, the “Borrowers”). As of June 15, 2007, a total principal amount of $6,045,538 was outstanding under the Line of Credit. Pursuant to the Note, the Borrowers have agreed to pay to the order of the Bank, the outstanding principal amount of the Note plus interest.  Interest is due and payable on a monthly basis at a rate equal to 250 percentage points above the London Inter-bank Offer Rate for each one month interest period, determined according to the London Inter-bank Offered Rate for United States dollar deposits in the London Interbank Eurodollar Market, while the remaining principal and any accrued but unpaid interest is due and payable on April 19, 20 10.  The Bank may accelerate payment of, or terminate any further advances under, the Line of Credit in the event of default on the loan as set forth in Loan Agreement.  The Borrowers intend to use $6 million of the Line of Credit to fund construction of residential development projects, $12.9 million of the Line of Credit to fund infrastructure improvements for residential developments and $6.1 million of the Line of Credit to fund the completion of construction of sewer and water upgrades for the property.

Pursuant to the Modified Loan Agreement, the Borrowers continue to be prohibited from, among other things: (a) incurring any indebtedness, other than trade indebtedness or current liabilities for salaries and wages; (b) becoming a guarantor, a surety, or otherwise liable for the debts or other obligations of another person or entity; (c) permitting any of their assets to be subject to any security interest, mortgage or other lien or encumbrance; (d) making any investment other than in FDIC insured deposits or United States Treasury obligations of less than one year or in money market or mutual funds administering such investments; (e) making any loan, advance or other extension of credit unless approved in writing by the Bank; (f) declaring or paying any distribution except for stock dividends or dividends paid to the Borrower by a Subsidiary; or (g) (i) transferring or disposing of substantially all of its assets, (ii) acquiring subst antially all of the assets of any other entity, (iii) doing business under or otherwise use any name other than its true name or (iv) making any material change in its respective business, structure, purposes or operations that might have a material adverse effect on the Borrowers or any of its subsidiaries.

In addition, each of the Companies and Northeast Land Co. entered into a new $5,000,000 mortgage agreement (each a “Real Estate Mortgage”, and, collectively, the “Real Estate Mortgages”) with the Bank on June 15, 2007. The Real Estate Mortgages secure the maximum principal available under a pre-existing line of credit (the “Real Estate Line of Credit”) with the Bank for IRS Section 1031 like-kind property exchanges. The Real Estate Line of Credit, which was increased to $5,000,000 as of June 15, 2007, previously authorized a maximum principal amount of $1,000,000. Each Real Estate Mortgage grants the Bank security interests in certain real property and fixtures owned by the Companies and Northeast Land Co. As of June 15, 2007, there was no principal outstanding under the Real Estate Line of Credit.

The foregoing is only a summary of the Modified Loan Agreement, Note and Real Estate Mortgages.  You are urged to read the Modified Loan Agreement, Note and each Real Estate Mortgage in

its entirety for a more complete description of the terms and conditions of each.  A copy of each of the Modified Loan Agreement and Note is attached hereto as Exhibits 10.1 and 10.2, respectively, and a copy of the Real Estate Mortgage with each of Big Boulder Corporation, Blue Ridge Real Estate Company and Northeast Land Co. is attached hereto as Exhibit 10.3, 10.4 and 10.5, respectively.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The description of the Line of Credit and the terms and conditions of the Modified Loan Agreement and Note in “Item 1.01. Entry into a Material Definitive Agreement” of this Report is incorporated into this Item 2.03 by reference.

Item 9.01   

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
10.1	Loan Modification Agreement, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.2	$25,000,000 Line of Credit Mortgage Note, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.3	$5,000,000 Big Boulder Corporation Mortgage, dated June 15, 2007, between Big Boulder Corporation and Manufacturers and Traders Trust Company.
10.4	$5,000,000 Blue Ridge Real Estate Company Mortgage, dated June 15, 2007, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company.
10.5	$5,000,000 Northeast land Co. Mortgage, dated June 15, 2007, between Northeast land Co. and Manufacturers and Traders Trust Company.
10.6	Loan Agreement, dated April 20, 2006, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company and Moseywood Construction Company and Manufacturers and Traders Trust Company.(filed April 25, 2006 as Exhibit 10.1 to Form 8-K and incorporated herein by reference)

10.7 $10,000,000 Line of Credit Mortgage Note, dated April 20, 2006, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company and Moseywood Construction Company and Manufacturers and Traders Trust Company. .(filed April 25, 2006 as Exhibit 10.2 to Form 8-K and incorporated herein by reference)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION
Date:  June 21, 2007	By:  /s/ Eldon D. Dietterick
	Name: Eldon D. Dietterick Title: Executive Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Loan Modification Agreement, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.2	$25,000,000 Line of Credit Mortgage Note, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.3	$5,000,000 Big Boulder Corporation Mortgage, dated June 15, 2007, between Big Boulder Corporation and Manufacturers and Traders Trust Company.
10.4	$5,000,000 Blue Ridge Real Estate Company Mortgage, dated June 15, 2007, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company.
10.5	$5,000,000 Northeast land Co. Mortgage, dated June 15, 2007, between Northeast land Co. and Manufacturers and Traders Trust Company.

EX-10

SECOND LOAN MODIFICATION AGREEMENT

This Second Loan Modification Agreement (the "Agreement"), is executed this 15^th day of June, 2007, by and between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc., (jointly and severally the "Borrowers"); and Manufacturers and Traders Trust Company (the "Bank").

BACKGROUND

A. On April 20, 2006, the Bank agreed to extend certain financial accommodations to Borrowers in the form of a construction and site development line of credit facility (the "Loan").

B. The Loan is evidenced by, inter alia, a Construction and Site Development Line of Credit Mortgage Note dated April 20, 2006, in the stated principal amount of Ten Million Dollars ($10,000,000.00), executed by Borrowers and payable to Bank, as amended by a Joinder and Assumption Agreement dated as of June 14,2007 (collectively the "Note"), and a Loan Agreement dated April 20, 2006, executed by Borrowers and accepted by the Bank, as amended by a Loan Modification Agreement dated October 27, 2006, (collectively the "Loan Agreement"), and secured by, inter alia, the assets of the Borrowers pursuant to a General Security Agreement dated April 20, 2006, (the "Security Agreement"), as perfected by certain filed Financing Statements, an Open-End Mortgage from Blue Ridge Real Estate Company recorded in the Recorder of Deeds of Monroe Count y, Pennsylvania in Mortgage Book 2265, at Page 131, the Recorder of Deeds of Carbon County, Pennsylvania in Mortgage Book 1447, at Page 408, the Recorder of Deeds of Lackawanna County, Pennsylvania to Instrument No. 200610673, and the Recorder of Deeds of Luzerne County, Pennsylvania in Mortgage Book 3006, at Page 105980 (the "Blue Ridge Mortgage"), an Open-End Mortgage from Big Boulder Corporation recorded in the Recorder of Deeds of Carbon County, Pennsylvania in Mortgage Book 1447, at Page 679 (the "Big Boulder Mortgage"), an Open-End Mortgage from Northeast Land Co., recorded in the Recorder of Deeds of Monroe County, Pennsylvania in Mortgage Book 2265, at Page 272, and the Recorder of Deeds of Carbon County, Pennsylvania in Mortgage Book 1448, at Page 1 (the "Northeast Land Co. Mortgage") (the Blue Ridge Mortgage, the Big Boulder Mortgage and the Northeast Land Co., Mortgage are collectively referred to as the "Mortgages"), certain recorded Assignments of Leases a nd Rents (the "Assignments"), and certain recorded Cross Collateralization Agreements.

C. The Loan Agreement, the Note, the Security Agreement, the Financing Statements, the Mortgages, the Assignments, the Cross Collateralization Agreements and all other documents, certificates and instruments executed and/or delivered in connection with the Loans are hereinafter sometimes referred to individually as a "Loan Document" and collectively as the "Loan Documents':.

D. Borrowers have requested, and the Bank has agreed to modify the terms of the Loan Documents by extending the term of the availability under the Note, increasing the amount available under the note, amending the interest charged on the outstanding principal of the Note, changing the termination fee, and such other modifications as set forth herein, and the Borrowers and Bank have agreed to enter into this Agreement subject to the terms and conditions contained herein.

AGREEMENT

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the Borrowers and Bank agree as follows:

768 J 08.1

1.

INCORPORATION.

The recitals set forth in the Background to this Agreement and the Loan Documents referred to therein are incorporated herein by reference and made a part hereof with the same force and effect as if herein restated in full. However, the following provisions of this Agreement shall prevail over any inconsistent provisions contained in the materials incorporated herein.

1.1.

Modification Paramount. In the event that any term or provision of any of the

Loan Documents is inconsistent or contrary to a specific and express term or provision of this Agreement, the explicit and express term or provision of this Agreement shall apply and shall be paramount. To the extent that no such inconsistency exists, the terms and provisions of the Loan Documents, as amended, shall continue in full force and effect.

1.2.

No Novation; Continuing Validity. This Agreement is not intended to be nor

shall it constitute a novation of the Loan Documents or the indebtedness and obligations evidenced thereby. Borrowers hereby ratify, confirm and approve the Loan Documents as modified herein, and the indebtedness and obligations evidenced thereby, and Borrowers agree that the same are valid and binding agreements of the Borrowers, enforceable in accordance with their terms. Borrowers warrant, represent, acknowledge and agree that the Loan Documents have not been amended or modified by any oral or written agreement or course of conduct of the parties.

1.3.

Further Compliance with Loan Documents. Borrowers hereby ratify, reaffirm

and agree to all terms, conditions and remedies of and contained in the Loan Documents, and warrant and agree that Borrower and Sureties shall fully and strictly comply with all such terms and provisions, with time being strictly of the essence.

2.

BANK'S COMPLIANCE; BORROWERS' ACKNOWLEDGMENTS.

2.1.

The Borrowers acknowledge and agree that Bank has fully and completely

fulfilled and satisfied all obligations it had or has to Borrowers under the Loan Documents and otherwise pursuant to all other obligations and understandings it may have had to the date of this Agreement (except those obligations, if any, expressly provided for in this Agreement), including without limitation all obligations, if any, required of Bank under all documents and instruments now in existence or anticipated to be signed in connection with this Agreement, and upon the occurrence of an event of default by Borrowers, nothing further need be done by Bank before availing itself of all or any of its rights and remedies against Borrowers.

2.2.

Borrowers acknowledge and confirm that by not exercising the rights, remedies

and privileges available to Bank, for any reason whatsoever, including the negotiation and execution of this Agreement, Bank is not waiving and has not waived any of its rights to do so in accordance with the Loan Documents and this Agreement.

2.3.

Borrowers acknowledge and agree that by negotiating and entering into this

Agreement, Bank is not establishing a course of conduct nor a pattern of operation nor an implicit or explicit understanding that Bank mayor will ever further revise, extend, increase or modify any term or condition of the Loan Documents or this Agreement or agree to forebear at any time in the future if an event of default should occur under and pursuant to the Loan Documents, this Agreement and/or any document or instrument contemplated or referred to herein.

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3.

AMENDMENTS TO LOAN DOCUMENTS.

The Loan Documents are hereby amended as follows:

3.1 The current maximum available amount under the Note is Ten Million Dollars ($10,000,000.00) ("Maximum Available Amount"). The Maximum Available Amount is hereby increased by an additional Fifteen Million Dollars ($15,000,000.00) so that the Maximum Available Amount will be Twenty-Five Million Dollars ($25,000,000.00) (the "Amended Maximum Available Amount"). The Amended Maximum Available Amount shall be in effect as of the date hereof.

3.2. The interest rate accruing on the unpaid balance of the Loan is amended as of the date hereof from the Bank's Prime Rate less one-quarter (1/4%), to a rate of two hundred fifty (250) basis points above LIB OR for one month interest periods, as LIB OR is more fully set forth in the Amended and Restated Construction and Site Development Line of Credit Mortgage Note dated of even date herewith, as supplemented by the addenda attached thereto.

3.3. The Maturity Date of the Note is hereby amended to extend such date from April 19, 2008, to April 19, 2010, and all references in the Loan Documents to an expiration of the Loan shall be amended to reflect the new maturity date. Payments of interest shall continue to be paid on a consecutive monthly basis as provided in the Note, as amended and extended herein, and principal payments shall be due and payable as provided in the Note, as amended and extended herein.

3.4. Section 3.1 entitled, "Purpose of the Construction Line of Credit Sub-Loan" which read, "Up to Three Million Five Hundred Thousand Dollars ($3,500,000.00) of the Loan may be used to fund the completion of construction of the Units on the Land ("Construction Line of Credit Sub-Loan")", shall be modified to now read, "Purpose of the Construction Line of Credit Sub-Loan" which read, "Up to Six Million Dollars ($6,000,000.00) of the Loan may be used to fund the completion of construction of the Units on the Land ("Construction Line of Credit Sub-Loan")".

3.5. The term "Release price" as defined in Section 3.2 of the Loan Agreement is hereby amended to modify the percent of the gross sale price of any lot sold from 125% to 135%. In addition, the draw schedule under Section 3.2 is supplemented to add the following as a draw schedule for the condominium construction as anticipated below:

Footings	5%
Foundation	10%
Framing/Autoclave	15%
Windows/Ext. Doors/Roof	10%
Rough HVAC	10%
Rough Plumb/Sprinklers/Rough Electric	15%
Insulation / Drywall Hung	10%
Exeter Finishes	5%
Interior Trim/Tile/HW Flooring	5%
Cabinetry/Countertops	10%
Carpets/Completion of Unit	5%
	100%

3.6. Section 3.3 shall be revised to provide that in no event shall the Bank be required to make Loan Advances under the Construction Line of Credit Sub-Loan, nor shall the Borrowers be permitted to draw under the Construction Line of Credit Sub-Loan for the purpose of funding more than four (4) single spec homes per Development, and not more than two (2) spec condominium duplex

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buildings per Development at anyone time. A separate condominium duplex building may be started when fifty percent (50%) or more of the existing condominium duplex buildings are under a binding agreement of sale. Advance under the Construction Line of Credit Sub-Loan shall be limited to 100% of the cost of the sold homes or 80% of the cost of the spec homes. The term "Development" shall mean each of Laurelwoods I, Laurelwoods II and Boulder Lake Village. The Bank shall not be obligated to make any advances under the Construction Line of Credit Sub-Loan for any Laurelwoods I and/or Laurelwoods II single or duplex Unit absent its receipt from time to time as each Project on the Laurelwoods I and/or Laurelwoods II Property is presented to the Bank for approval, of an appraisal or appraisals (collectively the "Appraisal") in form and substance acceptable to Bank in an amount acceptable to Bank, being no less than an 80% loan to value ratio (the "Appraised Value") prepared in accordance with the terms and provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and the Regulations thereunder (the "Act"), and prepared by an appraiser, acceptable to Bank, licensed and certified to conduct appraisals in Pennsylvania under the Act on the Units currently or to be under construction on the Laurelwoods I and/or Laurelwoods II Property, as applicable. The Appraisals shall be on an "as completed" value. The cost of such Appraisals shall be paid by Borrowers immediately upon request of the Bank.

3.7. In no event shall the Bank be required to make Loan Advances under the Site Development Sub-Loan, nor shall the Borrowers be permitted to draw under the Site Development Sub-Loan for the purpose of funding more than three (3) Projects at anyone time.

3.8. Section 4.2 entitled, "Maximum Amount of the Site Development Sub-Loan. The aggregate amount disbursed under the Site Development Sub-Loan may not exceed Six Million Five Hundred Thousand Dollars ($6,500,000.00)", shall be modified to now read, "Maximum Amount of the Site Development Sub-Loan. The aggregate amount disbursed under the Site Development Sub-Loan may not exceed Twelve Million Nine Hundred Thousand Dollars ($12,900,000.00)". Accordingly, all references to the Letters of Credit in the Loan Agreement shall reflect the Bank agreement, subject to the terms and the conditions contained in the Loan Agreement, to issue, on one or more of the Borrowers' behalf, irrevocable standby letters of credit to the Official Bodies in an aggregate amount not to exceed Twelve Million Nine Hundred Thousand Dollars ($12,900,000.00) fo r the purpose of guaranteeing completion of the Infrastructure Improvements to the pre-approved Projects as required by the Official Bodies.

3.9 As part of the Loan, a Sewer and Water Line of Credit Sub-Loan shall be established effective as of the date hereof in the amount of up to Six Million One Hundred Thousand Dollars ($6,100,000.00) to be used to fund the completion of construction of sewer and water upgrades for the Property ("Sewer and Water Line of Credit Sub-Loan"). Advances for the Sewer and Water Line of Credit Sub-Loan shall be as follows: Not less than ten business days prior to the making of each Loan Advance, and in all cases not more than twice per each calendar month, Borrowers shall submit to Bank a written request for advance ("Request for Advance"). Each Request for Advance shall specify in detail the stage of construction of the sewer and water upgrades. The Bank shall advance an amount equal to an amount reasonably deemed appropriate by the Bank, not to exceed in tot al the amoun t of the Sewer and Water Line of Credit Sub-Loan, and the request for Advance shall contain (i) the total amount of the Loan Request (ii) a certificate of Borrowers and the General Contractor to the effect that (a) the construction of the sewer and water upgrades to date has been performed in a good and workmanlike manner and in accordance with the Plans and Specifications, (b) the amount of the Request for Advance for which such Loan Advance is requested either has been paid by one or more of the Borrowers or is justly due to a General Contractor for work, labor or Materials furnished for the construction of the sewer and water upgrades, and (c) no part of the project costs described in such Request for Advance has been made the basis for any previous Loan Advance or has been or will be used for any other purpose than is described therein, and (iii) a certificate of the applicable General Contractor (a) to the effect that the construction of the sewer and water upgrades has been performed in a good and work manlike manner and

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in accordance with the Plans and Specifications and in compliance with all applicable laws and all applicable private covenants of record, (b) specifying the stage and percentage of completion which has been achieved by each of the various trades engaged in the construction of the sewer and water upgrades, and (c) to the effect that the amount of such Loan Advance is not greater than the actual cost of work and labor performed on the sewer and water upgrades. Each Request for Advance and each receipt of the Loan Advance requested thereby shall constitute a certification by Borrowers that the representations and warranties contained in this Agreement and the Loan Documents are true and correct on the date of such Request for Advance or such receipt. The Bank shall not be obligated to make Loan Advances for the payment of interest on the Loan, but in Bank's discretion, may make such advances. Loan Advances shall, at the option of Bank, either be credited to Borrowers' account with Bank or be paid by Bank jointly to the Borrowers and to the party or parties who have actually supplied labor, Materials or services in connection with the sewer and water upgrades jointly to the Borrowers and to the party or parties to whom payment of any other project costs specified in the Request for Advance is due. No further direction or authorization for such direct payment shall be required, it being understood that any such payment shall be applied toward the satisfaction of the obligations of Bank hereunder and shall be deemed a Loan Advance evidenced by the Note and secured by the Mortgages and the other Loan Documents as fully as if made to Borrowers, regardless of the actual disposition thereof by the party or parties to whom such payment is made. The making of any Loan Advance by Bank shall not be deemed an acceptance or approval by Bank (for the benefit of Borrowers or any third party) of any work performed or improvements constructed or Materials furnished or installed in connection with the construction of the sewer and water upgrades and shall not create any privity of contract between Bank and any third party. Each and every Request for Disbursement of the proceeds of the Sewer and Water Line of Credit Sub-Loan presented by Borrowers shall constitute Borrowers' representation that the proceeds of the Sewer and Water Line of Credit Sub-Loan are being used for the purpose for which the Sewer and Water Line of Credit Sub-Loan has been granted; that there are sufficient proceeds of the Sewer and Water Line of Credit Sub-Loan remaining to complete the construction of the sewer and water upgrades in accordance with Plans and Specifications; that no Event of Default has occurred and is continuing hereunder, or under any other obligation of the Borrowers to the Bank, and that there exists no circumstances which solely by the passage of time and/or giving of notice would create such an Event of Default, that the work for which the request is being made has been done in workmanlike fashion in accordance with the Plans and Specifications; that there is no pending or threatened litigation against anyone or more of the Borrowers and/or anyone or more parcels of the Land, that the Borrowers have paid all taxes as and when due by anyone or more of them, that there has not been a material adverse change in the financial condition of the Borrowers, that all construction has been completed in accordance with the Plans and Specifications and in accordance with applicable Official Body requirements, that the Bank retains its first priority lien on the Property, and, that the requested proceeds of the Sewer and Water Line of Credit Sub-Loan are being used either: (a) to pay one or more contractors or subcontractors or other persons working or doing work in connection with the construction on the sewer and water upgrades in accordance with the payment provisions of the applicable contract or u nderstanding; or (b) to reimburse Borrowers for either work performed or materials supplied to the sewer and water upgrades or for payments made to contractors or subcontractors pursuant to the payment provisions of the applicable contract(s) for work and/or material actually incorporated into the sewer and water upgrades. The Bank reserves the right, but does not have the duty, to confirm by and through its authorized officers, employees, agents or representatives, any and all of the representations deemed to have been made by Borrowers in connection with a Request for Disbursement. Borrowers hereby agrees to permit any such authorized officer, employees, agents or representatives to come upon any portion of the Property at all reasonable times for the purpose of inspection on at least a monthly basis. The cost of such inspections shall be borne by Borrowers. The inspection rights herein provided are solely for the protection of the Bank, and Borrowers hereby acknowledges and agrees that Bank is not making, and will make no representation, or warranty with respect to the construction of the sewer and water upgrades (including, without limiting the generality of the foregoing, the adequacy of the Plans and Specifications, or proper performance by any contractor or supplier) and that no person, including but not limited to the

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Borrowers has the right to rely on Bank for any matters with respect to the construction or the Bank's inspections. Bank shall have no liability or obligation to Borrowers or any other person or entity with respect to the Bank's inspection. The Bank reserves the right to have the progress of construction for the Project inspected from time to time by an independent and qualified engineer hired by the Bank at the Borrowers' expenses. A condition of each advance is: (i) the representations and warranties contained in this Agreement and in the Loan Documents shall be true on and as of the date of each Loan Advance with the same effect as though made on and as of each such date; (ii) On the date of each Loan Advance hereunder no Event of Default and no Potential Default shall have occurred and be continuing or shall exist or shall occur and exist after giving effect to the Loan Ad vance to be made on such date; (iii) Upon request by the Bank to the Borrowers, the Bank shall have received receipts or other verification deemed by Bank to be sufficient from the General Contractor and all Subcontractors evidencing that all sums previously advanced for the sewer and water upgrades; (iv) On the date of each Loan Advance, the sewer and water upgrades shall not have been materially injured or damaged by fire or other casualty and have remained unrestored unless the proceeds of insurance are to be applied pursuant to the terms of the Mortgages; and (v) the Bank's receipt and approval of all permits, licenses and approvals from all applicable Official Bodies for the sewer and water upgrades, in form and substance satisfactory to the Bank. Notwithstanding anything to the contrary contained herein, should the Bank, in its sole discretion, determine that the financial condition of Borrowers is not sufficient to support a requested advance under the Sewer and Water Line of Credit Sub-Loan, or a mat erial adverse change has occurred with respect to anyone or more of the Borrowers, such advance need not be made by Bank.

3.10. The prepayment language in the Note is hereby amended to provide, "if the Borrowers, or anyone ore more of them voluntarily or willingly terminates the Note at any time and refinances any portion thereof for a residential development from or with any other lending institution, the Borrowers shall pay a termination fee to the Bank equal to one percent (1 %) of Twenty Five Million ($25,000,000.00) Dollars if such prepayment occurs within one (1) year of the date hereof, the Borrowers shall pay a termination fee to the Bank equal to three quarters of one percent (3/4%) of Twenty Five Million ($25,000,000.00) Dollars if such prepayment occurs during the second year from the date hereof, and the Borrowers shall pay a termination fee to the Bank equal to one half of one percent (1/2%) of Twenty Five Million ($25,000,000.00) Dollars if such prepayment occurs during the third year from the date hereof, up to but not including the Maturity Date.

3.11 The property known as the Bolder Lake Village Condominium Project ("BL V Property"), which property is more particularly described in Exhibit "A" which is attached hereto and incorporated herein by reference, shall be included in the definition of the Land and the Property. The Borrower may utilize the Construction Line of Credit Sub-Loan for purpose of constructing Units on the Property, including the BL V Property. The Bank shall not be required to make any advance under the Construction Line of Credit Sub-Loan for purpose of constructing one or more Units on the BL V Property, unless, from time to time as each Project on the BL V Property is presented to the Bank for approval, Bank shall be provided with an appraisal or appraisals (collectively the "Appraisal") in form and substance acceptable to Bank in an amount acceptable to Bank, being no less than an 80% loan to value ratio (the "Appraised Value") prepared in accordance with the terms and provisions of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, and the Regulations thereunder (the "Act"), and prepared by an appraiser, acceptable to Bank, licensed and certified to conduct appraisals in Pennsylvania under the Act on the Units currently or to be under construction on the BL V Property. The Appraisals shall be on an "as completed" value. The cost of such Appraisals shall be paid by Borrowers immediately upon request of the Bank. The Bolder Lake Village Condominium construction project shall be subject to monthly vertical inspections by the Bank designee, currently LCS, as a cost to be borne solely by the Borrowers. Borrowers shall provide or cause to be provided to the Bank within thirty (30) days of each calendar month end, reports of construction and sales for the BL V Property, certified by the chief fin ancial officer of the Borrowers, all in form and substance satisfactory to the Bank. The Bank's obligation to make advances under the BL V Property

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shall further be subject to its receipt and approval of all Bolder Lake Village Condominium organizational and condominium documents, and the Bank's receipt and approval of all permits, licenses and approvals from all applicable Official Bodies for the BL V Property, and the intended construction, all in form and substance satisfactory to the Bank.

3.12 In addition to the principal repayment obligations of the Borrower set forth in the Note and this Agreement, the Borrowers covenant and agree to pay to the Bank a sum equal to $70,000.00 multiplied by the number of Laurelwoods I, Laurelwoods II and Boulder Lake Village Units not sold contrary to the Borrowers' projected sales as delivered to the Bank as required herein. Payment of such additional principal based upon the above formula shall occur on or before December 31 of each year, commencing December 31, 2007. Notwithstanding the above, the Borrowers shall have the one­time option of waiving the principal repayment obligation as required under this Subsection 3.12 for one calendar quarter during the term of the Loan, as such calendar quarter is selected by the Borrowers and the Bank is so notified prior to the date of the principal repayment due on o r before December 31 of each year.

3.13. Section 9.1 (a) shall be amended to state, "Tangible Net Worth. Permit their tangible net worth to be less than $25,000,000.00, to be tested annually."

3.14. Section 9.1(c) shall be amended to state, "Debt Service Coverage Ratio. Permit the ratio of (A) the sum of (i) the net income of the Borrowers, (ii) the depreciation and amortization of the Borrowers, (iii) the interest expense of the Borrowers, and (iv) other non-cash or extraordinary expenses of the Borrowers, during any fiscal year, and any distributions (if permitted), to (B) the total of (i) the current installments of all principal payable by the Borrowers, in connection with any indebtedness or other obligation maturing more than one year after the end of such fiscal year and arising from the borrowing of any money or the deferral of the purchase price of any asset, (ii) $70,000.00 per projected home sale, and (iii) the interest expense of the Borrowers, during such fiscal year, to be less than 1.50 : 1.00, to be tested annually, with t he calculation of interest expense not to include the interest on the Loan."

3.15. Section 13.1 of the Loan Agreement is hereby amended to provide, "The Borrowers shall provide and cause to be maintained builder's risk insurance in an amount not less than Twenty-Five Million and 00/100 ($25,000,000.00) Dollars, in connection with the Loan, with a Mortgagee and Lender-Loss Payable Clause in favor of Bank, by an insurance company reasonably acceptable to Bank".

3.16. The Borrowers shall provide or cause to be provided to the Bank on an annual basis in conjunction with the delivery to the Bank of the Borrowers' annual Financial Statements as required under Section 7.1 of the Loan Agreement, two (2) years of forward looking cash flow projections for each residential development and for overall operations.

4.

CONFESSION OF JUDGMENT.

BORROWERS HEREBY EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWERS, OR ANY ONE OR MORE OF THEM, AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWERS, OR ANY ONE OR MORE OF THEM, 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 $10,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS AGREEMENT OR THE

768108.1

7

NOTE OR A COPY OF EITHER VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWERS HEREBY FOREVER WAIVE AND RELEASE 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 AS DEFINED IN THE NOTE. 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 MAYBE 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.

5.

REPRESENTATIONS AND WARRANTIES.

All of the representations and warranties set forth in the Loan Documents are hereby reasserted and restated by Borrowers as of the date hereof, as if each such representation and warranty were set forth at length herein. Borrowers hereby acknowledge that such representations and warranties are being specifically relied upon by Bank as an inducement to Bank to enter into this Agreement and as partial consideration for the terms and conditions contained herein. In addition to the representations and warranties already contained in the Loan Documents, Borrowers, as a material inducement to Bank to enter into this Agreement, hereby acknowledge, confirm, represent and warrant that:

5.1.

As of the date hereof, no default or event of default exists under the Loan

Documents, and no condition exists which, but for the passage of time or the giving of notice or both, would constitute a default or event of default under the Loan Documents; and

5.2.

None of the Borrowers has any defenses, charges, claims, demands, pleas or

offsets whatsoever in law or equity against Bank or against the enforcement of the Loan Documents.

5.3.

No consent to or approval of the execution, delivery and performance of this

Agreement or any documents or actions contemplated herein is required to be obtained from any other person or entity, public or private, or any court, administrative agency or other governmental or quasi­governmental authority;

5.4.

The execution and delivery of this Agreement by the Borrowers will not conflict

with, or result in a breach of (i) any mortgage, lease, contract, agreement, or other instrument to which any of the Borrowers is a party or by which any of its respective properties are bound; or (ii) any applicable law, judgment, order, writ, injunction, decree, rule or regulation of any court, administrative agency or other governmental or quasi-governmental authority;

5.5.

This Agreement and all other documents executed pursuant hereto or in

connection herewith have been or shall be duly and validly executed and delivered and constitute valid and legally binding obligations of Borrowers, enforceable in accordance with their tern1s, except as such enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally;

768108.1

8

5.6.

Borrowers and each property encumbered by the Mortgages (the "Mortgaged

Premises") are in compliance in all material respects with all laws, regulations and requirements applicable to each of the Borrowers and the Mortgaged Premises, and noe of the Borrowers has received, nor do any of them have any knowledge of, any order or notice of any governmental investigation or of any violations or claims of violation of any law, regulation or any governmental requirement applicable to any of the Borrowers or the Mortgaged Premises;

5.7.

There is no litigation or governmental proceeding pending or, to the knowledge

of any of the Borrowers, threatened against anyone or more of the Borrowers which affects anyone or more of the Borrowers' ability to fulfill any of its obligations under this Agreement or any of the other Loan Documents;

5.8.

Neither this Agreement nor any other document executed in connection herewith

by the Borrowers contains any untrue statement of a material fact and/or omits any material fact necessary in order to make the statement made, in light of the circumstances under which it was made, accurate and not misleading; and

5.9.

The loan transaction consummated pursuant to the Loan Documents and this

Agreement was and is a commercial business transaction and the entire proceeds thereof were used exclusively for commercial business purposes.

6.

RELEASE OF BANK BY BORROWERS.

In consideration of Bank's execution of this Agreement, Borrowers do hereby unconditionally release, remise and forever discharge Bank, and any entity which "controls" Bank within the meaning of Section 15 of the Securities Act of 1933, as amended, its members, officers, directors, officials, agents, employees and attorneys, and their respective heirs, successors and assigns (collectively "Releases"), of, for and from any and all claims, demands, debts, liabilities, judgments, contracts, obligations, accounts, costs and expenses (including, without limitation, legal fees, related expenses and the costs of defense), causes of action and claims for relief of whatever kind or nature, whether known or unknown, suspected or unsuspected, which Borrowers have or may have against Releases or any of them by reason of, or in any way connected with the Loan Documents, this Agreement, the Loan, or any of them, including without limitation, any default or alleged default or collection effort thereunder, and/or any purported oral agreements or understandings by and between Bank and Borrowers, any claim that can be asserted to reduce or eliminate all or any part of Borrowers' obligation to repay the Loan, or any claim in the nature of "lender liability" or sounding in tort or assumpsit or of an equitable nature, or any other matter whatsoever.

7.

REAFFIRMATION OF COLLATERAL.

The Mortgages and the other Loan Documents are hereby amended and extended to secure the entire indebtedness evidenced by the Note and the other Loan Documents, as amended, increased and extended hereby, so that each of the Mortgages shall be amended to now provide, "THIS IS AN OPEN­END MORTGAGE SECURING FUTURE ADVANCES UP TO A MAXIMUM PRINCIPAL AMOUNT OF $25,000,000.00 PLUS ACCRUED INTEREST AND OTHER INDEBTEDNESS AS DESCRIBED IN 42.PA. C.S.A. §8143", and the Cross Collateralization Agreements shall also reflect the term "Indebtedness" includes the increase in the Loan as provided herein. The Mortgaged Premises shall

768108.1

9

remain subject to the liens, operation and effect of the Mortgages, and nothing herein contained nor done pursuant hereto shall impair or adversely affect the lien, operation and effect of the Mortgages or their priority as a first liens on the Mortgaged Premises. The Borrowers shall provided title insurance endorsements in favor of the Bank in form and substance satisfactory to the Bank and its counsel ensuring the Mortgages for the full amount of the Loan as amended and increased herein.

8.

WAIVER OF JURY TRIAL.

BORROWERS HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY ANY ONE OR MORE OF THE BORROWERS MA Y HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH TH NOTE, THIS AGREEMENT OR THE TRANSACTIONS RELATED HERETO. BORROWERS REPRESENT AND WARRANT THAT NO

REPRESENT AGENT 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. BORROWERS ACKNOWLEDGE THAT THE LENDER HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

9.

INTEGRATION.

This Agreement, the Amended and Restated Construction and Site Development Line of Credit Mortgage Note dated of even date herewith, and the Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof.

10.

SEVERABILITY.

In the event that one or more provisions of this Agreement or their application to any person or circumstance shall be held invalid, illegal or unenforceable in any respect or to any extent, such provisions shall nevertheless remain valid, legal and enforceable in all such other respects and to such extent as may be permissible. In addition, any such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein.

11.

GOVERNING LAWS; BINDING EFFECT.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, shall only be amended by an instrument in writing signed by each of the parties hereto, and shall extend to and bind the parties hereto and their respective heirs, administrators, successors and assigns.

12.

FEES AND COSTS.

Any and all expenses associated with this Agreement, including, but not limited to, expenses associated with the filing or recording of any documents pursuant hereto, as well as a commitment fee of $17,500.00, shall be paid by Borrowers. In addition, Borrowers shall pay the reasonable fees of the attorneys for the Bank for services rendered in connection with this Agreement, and the Borrowers shall also pay the reasonable attorney fees and costs of the Bank in connection with the renegotiation, redrafting, modifying, interpretation and enforcement of any of the provisions of this Agreement.

768108.1

10

13.

INDEMNIFICATION.

Borrowers hereby jointly and severally agree to indemnify, defend and hold harmless Bank, its successors and assigns, from and against and in respect of, any and all damages, liabilities, reasonable fees, reasonable costs, reasonable expenses (and including, without limitation, reasonable attorney's fees and expenses) of every kind, nature or description incurred or suffered by Bank by reason of or resulting from or arising out of this Agreement including, but not limited to, any and all investigations, litigations, actions, suits, proceedings, demands, assessments, costs, fees, expenses or judgments under any state or federal laws, including securities laws.

14.

FURTHER ASSURANCES.

From time to time, the Borrowers shall take such action and execute and deliver to the Bank such additional documents, instruments, certificates, and agreements as the Bank may reasonably request to effectuate the purposes of this Agreement.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the parties have caused this Agreement to be executed as of the date first above written.

ATTEST:

BIG BOULDER CORPORATION

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 24-0822326

ATTEST:

BLUE RIDGE REAL ESTATE COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 24-0854342

ATTEST:

BBC HOLDING INC.

/s/ Nina A. Corey

BY: /s/ Eldon D. Dietterick

NINA A. COREY, Secretary

ELDON D. DIETTERICK, President & Treasurer

TAX ID. NO. 51-0294425

[SIGNATURES CONTINUED ON NEXT PAGE]

11

ATTEST:

BRRE HOLDINGS, INC.

/s/ Nina A. Corey

BY: /s/ Eldon D. Dietterick

NINA A. COREY, Secretary

ELDON D. DIETTERICK, President & Treasurer

TAX ID. NO. 51-0294426

ATTEST:

NORTHEAST LAND COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 23-1682251

ATTEST:

LAKE MOUNTAIN COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 23-2243205

ATTEST:

JACK FROST MOUNTAIN COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 23-1670482

ATTEST:

BOULDER CREEK RESORT COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 20-2287001

[SIGNATURES CONTINUED ON NEXT PAGE]

12

ATTEST:

MOSEYWOOD CONSTRUCTION COMPANY,

Individually and d/b/a STONEY RUN REALTY

COMPANY and d/b/a STONEY RUN BUILDERS

COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 65-1190104

ATTEST:

JACK FROST NATIONAL GOLF COURSE, INC.

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 20-3092213

ACCEPTED BY:

MANUFACTURERS AND TRADERS TRUST COMPANY

By: /s/ Sandra Chickeletti

Sandra Chickeletti, Vice President

768108.1

13

ACKNOWLEDGMENTS

COMMONWEALTH OF PENNSYLVANIA

)

: ss.

COUNTY OF CARBON

)

On the 15^th day of June, 2007, 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 whose name is subscribed to the within instrument on behalf of Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc., 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

My commission expires

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Pubic

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31 , 2009

Member, Pennsylvania Association of Notaries

COMMONWEALTH OF PENNSYLVANIA

)

: ss.

COUNTY OF CARBON

)

On the 15^th day of June, 2007, before me, the undersigned, a Notary Public in and for said Commonwealth, personally appeared Sandra Chickeletti 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 on behalf of Manufacturers and Traders Trust Company and acknowledged to me that she executed the same in her capacity, and that by her 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

My commission expires

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Pubic

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31 , 2009

Member, Pennsylvania Association of Notaries

768108.1

14

EX-10

M & T BANK

AMENDED AND RESTATED

CONSTRUCTION AND SITE DEVELOPMENT

LINE OF CREDIT MORTGAGE NOTE

Original Date: April 20, 2006

Amended Date: June 15, 2007

 (Construction Loan)

Pennsylvania

Original Amount: $10,000,000.00

Amended Amount: $25,000,000.00

BORROWER: Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and doing business as Stoney Run Builders Company, and Jack Frost National Golf Course, Inc., jointly and severally, each being corporations organized under the laws of Pennsylvania (except for BBC Holdings, Inc. and BRRE Holdings, Inc. which are organized under the laws of the State of Delaware), and each having a chief executive office of Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0747.

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. Each capitalized term shall have the meaning specified herein and the following terms shall have the indicated meanings:

a.

"Loan Agreement" shall mean the agreement between Borrower and the Lender dated April 20, 2006, as amended from time to time, including, but not limited to the Second Loan Modification Agreement dated June 15, 2007, in connection with the construction and mortgage financing and site development of real property described in the Mortgages, as the same may be amended, modified or replaced from time to time.

b.

"Maturity Date" is April 19, 2010.

c.

"Mortgages" shall mean each of the open-end mortgages dated April 20, 2006 executed by one or more Borrower, as more fully set forth in the Second Loan Modification Agreement dated June 15, 2007, as the same may be amended, modified or replaced from time to time.

e.

"Principal Sum" shall mean Twenty Five Million Dollars ($25,000,000.00).

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 or so much thereof as may be advanced, plus interest on the unpaid portion of the Principal Sum, and all Expenses (defined below). Advances under this Note shall be made pursuant to the terms and conditions of the Loan Agreement

Interest. All outstanding amounts of the Principal Sum advanced to Borrower under this Note shall accrue interest at a per annum rate equal to: 250 percentage points above LIBOR for a one month interest period. 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 reference. 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 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 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)

Borrower shall pay accrued interest to Lender on the first day of July, 2007, and on the first day of each subsequent month thereafter to, but not including, the Maturity Date; and

(2)

On the Maturity Date, Borrower shall pay the outstanding Principal Sum and all accrued and unpaid interest, premiums, Expenses and all other amounts owing pursuant to this Note, the Loan Agreement and the Mortgages and remaining unpaid. In addition, the Borrower shall make additional principal payments as set forth in the Loan Agreement, as amended by the Second Loan Modification Agreement dated of even date herewith.

Late Charge. If Borrower fails to pay the whole or any installment of principal or interest owing pursuant to this Note, the Mortgages or the Loan Agreement including any Escrow payment owing pursuant to the Mortgages or the Loan Agreement 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 an Event of Default or maturity, each payment shall be 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, and in all cases,

subject to the prepayment terms and fees more fully set forth in the Second Loan Modification Agreement dated June 15,2007, the terms and conditions of which are incorporated herein by reference. In addition, such prepayment will be subject to the make whole provisions of Rider B which is attached hereto and incorporated herein by reference. 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, the Mortgages or the Loan Agreement and remaining unpaid. Any partial payment of the Principal Sum shall be applied in inverse order of maturity. In the event the Maturity Date 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.

Business Purpose. This Note is being given by Borrower to the Lender in connection with the construction and mortgage financing of real property described in Mortgages and Borrower warrants that the indebtedness evidenced by this Note is for a business purpose.

Events of Default; Acceleration. This Note is issued pursuant to and entitled to the benefits of the Loan Agreement is secured and entitled to the benefits of the Mortgages. An Event of Default under either the Mortgages or the Loan Agreement is an Event of Default under this Note. 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 sole option of the Lender, upon or at any time or from time to time after the occurrence or existence of any 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 othe rwise), interest on the outstanding Principal Sum shall continue to accrue and 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.

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.

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, for litigation or for 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").

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

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 Mortgages, the Loan Agreement, 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 of 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 bye-mail is not valid notice under this or any other agreement between Borrower and the Lender.

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 CONSENTS 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. Borrower 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 BY 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

2

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 S HALL 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.

This Note amends and restates, and is in substitution for, that certain Construction and Site Development Line of Credit Mortgage Note dated April 20, 2006, in the stated principal amount of Ten Million Dollars ($10,000,000.00), executed by Borrowers and payable to Bank ("Existing Note"). However, without duplication, this Note shall in no way extinguish, cancel, or satisfy the Borrowers' unconditional obligation to repay all indebtedness evidenced by the Existing Note or constitute a novation of the Existing Note. Nothing herein is intended to extinguish, cancel, or impair the lien, priority or effect of any security agreement, pledge agreement, guaranty, or mortgages with respect to Borrowers' obligations hereunder and under any other document related hereto.

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 for 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.

ATTEST:

BIG BOULDER CORPORATION

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 24-0822326

ATTEST:

BLUE RIDGE REAL ESTATE COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 24-0854342

ATTEST:

BBC HOLDING INC.

/s/ Nina A. Corey

BY: /s/ Eldon D. Dietterick

NINA A. COREY, Secretary

ELDON D. DIETTERICK, President & Treasurer

TAX ID. NO. 51-0294425

ATTEST:

BRRE HOLDINGS, INC.

/s/ Nina A. Corey

BY: /s/ Eldon D. Dietterick

NINA A. COREY, Secretary

ELDON D. DIETTERICK, President & Treasurer

TAX ID. NO. 51-0294426

ATTEST:

NORTHEAST LAND COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 23-1682251

[SIGNATURES CONTINUED ON NEXT PAGE]

ATTEST:

LAKE MOUNTAIN COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 23-2243205

ATTEST:

JACK FROST MOUNTAIN COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 23-1670482

ATTEST:

BOULDER CREEK RESORT COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 20-2287001

ATTEST:

MOSEYWOOD CONSTRUCTION COMPANY,

Individually and d/b/a STONEY RUN REALTY

COMPANY and d/b/a STONEY RUN BUILDERS

COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 65-1190104

ATTEST:

JACK FROST NATIONAL GOLF COURSE, INC.

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK, Executive Vice President &

Treasurer

TAX ID. NO. 20-3092213

ACKNOWLEDGMENTS

COMMONWEALTH OF PENNSYLVANIA

)

: ss.

COUNTY OF CARBON

)

On the 15^th day of June, in the year 2007, 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 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

My commission expires

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Pubic

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31, 2009

Member, Pennsylvania Association of Notaries

EX-10

M & T BANK

BIG BOULDER CORPORATION MORTGAGE

Pennsylvania

I hereby certify that the address

Record and Return to:

of the Mortgagee is:

M & T BANK

Manufacturers and Traders Trust Company

Collateral and Documentation Department

One M & T Plaza

P.O. Box 1358

Buffalo, New York 14240

Buffalo, NY 14240

Attn: General Counsel's Office

/s/ JOSEPH E. KLUGER, ESQUIRE

On behalf of Mortgagee

THIS IS AN OPEN·END MORTGAGE

SECURING FUTURE ADVANCES UP TO

A MAXIMUM PRINCIPAL AMOUNT OF

$ 5,000,000.00

PLUS ACCRUED

INTEREST AND OTHER INDEBTEDNESS

AS DESCRIBED IN 42.PA. C.S.A.§8143

THIS MORTGAGE, ASSIGNMENT OF LEASES, and SECURITY AGREEMENT (this "Mortgage") dated June 15,2007, is made by Big Boulder Corporation, a Pennsylvania corporation whose address is Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707 (the "Mortgagor") in favor of MANUFACTURERS AND TRADERS TRUST COMPANY (the "Bank"), a New York banking corporation with banking offices at One M & T Plaza, Buffalo, New York 14240 Attention: Office of General Counsel

A.

  Obligations Secured. This Mortgage is executed, acknowledged and delivered by the Mortgagor to secure and enforce the following obligations and liabilities:

1.

Present and Future Obligations. ANY AND ALL PRESENT AND FUTURE OBLIGATIONS AND INDEBTEDNESS OF EVERY KIND AND DESCRIPTION OF THE MORTGAGOR TO THE BANK OR ANY AFFILIATE (as herein defined), including all indebtedness and obligations for the payment of money now existing or arising in the future, direct or indirect, absolute, absolute or contingent (including those arising by operation of law), due or to become due, contractual or tortious, liquidated or unliquidated, now or hereafter owing by the Mortgagor or any Obligor to the Bank, or its successors or assigns, or its Affiliates, whether or not allowed as a claim against the Mortgagor in bankruptcy, all extensions, renewals, refinancings, modifications and replacements and all interest and related charges, and reinstated Obligations, fees, late fees, expenses, attorneys' fees and costs or allocated fees and costs of the Bank's in-house le gal counsel, that have been or may hereafter be contracted or incurred (collectively, the "Obligations"); and

2.

Performance; Loan Documents. The performance of all of the terms, covenants, conditions, agreements, obligations and liabilities of the Mortgagor or any Obligor under this Mortgage or any and all credit accommodations, loan agreements, notes, guaranties and any other agreements and documents, now or hereafter existing, creating, evidencing, guarantying, securing or relating to any or all of the Obligations, together with all amendments, modifications, substitutions, renewals or extensions thereof(all of the foregoing collectively referred to as the "Loan Documents").

The Obligations secured by this Mortgage were obtained solely for the purpose of carrying on or acquiring a business or commercial investment and not for residential, consumer or household purposes. If the Obligations are residential, consumer or household in nature, then the Confession of Judgment in Paragraph L (3) is not applicable. This Mortgage secures payment of any and all of the Obligations, but the maximum principal amount of the Indebtedness secured, or which by any contingency may be secured hereby, is the amount first stated above and if the amount of the Obligations outstanding at any time exceeds said maximum amount secured, all payments in reduction of the Obligations shall be applied first to such excess not secured hereby and the lien of this Mortgage shall continue until all Obligations secured hereby, including outstanding contingent liabilities, if any, are finally and irrevocably paid in fu ll.

B.

  Definitions. As used herein, the following terms shall have the following meanings:

1.

Affiliate. The term "Affiliate" means M& T Bank Corporation and any of its direct and indirect affiliates and subsidiaries.

2.

Obligor. The term "Obligor" means the Mortgagor and each and every other maker, endorser, guarantor or surety of or for the Obligations, and any other party granting a security interest or other lien or encumbrance on any of its property to secure the Obligations. If the name of the person(s) or entity(ies) inserted in the space at the end of this paragraph is different from the name of Mortgagor identified on page one of this Mortgage, then this Mortgage has also been granted to the Bank to secure, in part, one or more guaranties of the following person(s) or entity(ies) or the Mortgagor has granted the Mortgage to the Bank to secure, in part, the following person's or entity's obligations to the Bank without a guaranty, and the term "Obligor" shall also include the following person(s) or entity(ies): Northeast Land Co., BBC Holdings, Inc., BRRE Holdings, Inc., Big Bou lder Corporation, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Co., Individually and d/b/a Stoney Run Realty Company and d/b/a Stoney Run Builders Company, and Jack Frost Golf Course, Inc.

3.

Uniform Commercial Code. The term "Uniform Commercial Code" means the Uniform Commercial Code as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time.

C.

  Grant of Mortgage. To secure the payment and performance of all Obligations, the Mortgagor hereby mortgages, grants, conveys and assigns to the Bank, and grants to the Bank a lien on and a security interest in, all of the land, buildings, improvements, fixtures, equipment, easements, rights, appurtenances, leases, rents, contract rights and all of the following property, whether presently in existence or to come into existence at some future time (collectively, the "Mortgaged Property"):

1.

Real Property.

Street Address: ________________________________________________________________________

Municipality/County/State:   Kidder Township, Carbon County, Pennsylvania,

Tax Lot and Block/Parcel lD No.:  See attached

Deed Book See attached, Page ___________________________

as more fully described in the attached Schedule A, together with all buildings, structures and improvements of every kind erected thereon (the "Real Property");

2.

Fixtures; Leases; Estates, etc. All fixtures, machinery, equipment and other articles of real, personal or mixed property attached to, situate or installed in or upon, or used in the operation or maintenance of, the Real Property or any plant or business situated thereon, whether or not such real, personal or mixed property is or shall be affixed to the Real Property, and all replacements, substitutions, accretions and proceeds of the foregoing (collectively, "Fixtures"). All leases, licenses, occupancy agreements or agreements to lease all or any part of the Real Property and all extensions, renewals, amendments, and modifications thereof, and any options, rights of first refusal or guarantees relating thereto (collectively, "Leases"); all rents, income, receipts, revenues, security deposits, escrow accounts, reserves, issues, profits, awards and paym ents of any kind payable under the Leases or otherwise arising from the Real Property (collectively, the "Income"); all contract rights, accounts, investment property and general intangibles relating to the Real Property or the use, occupancy, maintenance, construction, repair or operation thereof; all management agreements, franchise agreements, utility agreements and deposits, all maps, plans, surveys and specifications; all warranties and guaranties; all permits, licenses and approvals; all insurance policies. All estates, rights, tenements, hereditaments, privileges, easements, and appurtenances of any kind benefitting the Real Property; all means of access to and from the Real Property, whether public or private; all water and mineral rights; all rights of the Mortgagor as grantor, declarant or unit owner under any condominium master deed, declaration or by-laws or in any association applicable to the Real Property; and

3.

Proceeds. All "Proceeds" of any of the above-described property, which term shall have the meaning given to it in the Uniform Commercial Code and shall additionally include whatever is received upon the use, lease, sale, exchange, collection, or other utilization or any disposition of any of the foregoing property, voluntary or involuntary, whether cash or non-cash, including proceeds of insurance and condemnation awards, rental or lease payments, accounts, chattel paper, instruments, documents, contract rights, general intangibles, equipment and inventory.

D.

Extent and Priority of Lien of Mortgage.

1.

Purchase Money Mortgage. If all or any part of the Obligations secured by this Mortgage were used in whole or in part to fund the acquisition of all or any part of the Mortgaged Property, this Mortgage shall constitute a purchase money mortgage and shall be entitled to all benefits as such under applicable laws of the state in which the Mortgaged Property is located.

2.

Open-End Mortgage. This Mortgage secures all existing and future advances and readvances under the Loan Documents all of which shall be entitled to the lien priority and benefits of an Open-End Mortgage under 42 Pa. C.S.A. §8143, as it may be amended from time to time, (the "Open-End Mortgage Statute"). Without limiting anything contained in any provision of this Mortgage, this Mortgage secures the Mortgagor's obligation to repay all advances and readvances of principal under the Obligations made at closing or thereafter and all interest, late charges, fees, and other amounts due under the Obligations or this Mortgage, and in addition thereto: (i) all advances by the Bank to the Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, and completion of any part of any improvements situated on the Mortgaged Prope rty; (ii) any and all advances made or costs incurred by the Bank for the payment of taxes, assessments, maintenance charges, insurance premiums, and similar charges with respect to the Mortgaged Property; (iii) any and all costs incurred for the protection of all or any part of the Mortgaged Property or the lien of this Mortgage; and (iv) any and all legal fees, costs, and other expenses incurred by the Bank by reason of any default or otherwise in connection with the Obligations.

3.

Industrial Plant Mortgage. This Mortgage is intended to be an industrial plant mortgage within the broadest interpretation of the "industrial plant mortgage doctrine" under the laws of the Commonwealth of Pennsylvania.

4.

Changes in Mortgage. The Mortgagor and the Bank may agree to change the interest rate or the maturity date applicable to the Obligations, release collateral for the Obligations or otherwise alter any other term of the Loan Documents; none of such changes shall affect the priority of the lien on this Mortgage.

5.

Defeasance. This Mortgage shall terminate upon indefeasible payment and performance in full of the Obligations. Thereupon, the Bank shall release the Mortgaged Property and shall execute at the request of the Mortgagor a release of this Mortgage and any other instrument to that effect deemed necessary or desirable.

E.

Assignment of Leases. The Mortgagor hereby assigns and pledges to the Bank, as further security for the payment of the Obligations, all existing and future Leases and Income. The Mortgagor shall, upon demand, deliver to the Bank the original or an executed copy of each such Lease. The Mortgagor grants to the Bank the right to (i) enter the Mortgaged Property and collect the Income with or without taking possession of the Mortgaged Property; (ii) with or without legal process, dispossess by usual summary proceeding any tenant defaulting in the performance of its obligations under its lease; (iii) let the Mortgaged Property or any part thereof; and (iv) apply the Income to the payment of any charges and expenses of the Mortgaged Property or to the repayment of the Obligations in such order and amounts as the Bank shall determine in its sole discretion. This assignment shall continue in effect until this Mortgage is paid in full and discharged of record; however, so long as there shall exist no Event of Default (hereinafter defined), the Mortgagor shall have a license to collect the Income as it becomes due, but not prior to accrual. Without the prior written consent of the Bank, the Mortgagor shall not enter into, or amend, modify or terminate, any Lease of the Mortgaged Property. If the Mortgagor requests the Bank's consent pursuant hereto, but if the Bank does not respond to such request within ten (10) business days of receipt by the Bank of the request, the Bank's consent shall be deemed to have been given. The Mortgagor shall not collect any of the rent from the Mortgaged Property in advance of the time when the same shall become due under any lease or tenancy arrangement or, in any event, more than one (1) month in advance. The provisions of this

Paragraph are for the sole benefit of the Bank and are not for the benefit of any other person or entity.

F.

Security Agreement. This Mortgage constitutes a security agreement under the Uniform Commercial Code and shall be deemed to constitute a financing statement. The Mortgagor hereby grants to the Bank a security interest in all equipment and fixtures and other personal property included in the Mortgaged Property, whether now owned or hereafter acquired, and all replacements of, substitutions for, and additions to, such property, and the Proceeds thereof. The Mortgagor shall, at the Mortgagor's own expense, execute, deliver, and file any financing or continuation statements or other security agreements the Bank may require from time to time, to perfect, confirm, and maintain the lien of this Mortgage with respect to such property. Without limiting the foregoing, the Mortgagor hereby irrevocably appoints the Bank (and any of its attorneys. officers, employees or agents) as the Mortgagor's true an d lawful attorney-in-fact, said appointment being coupled with an interest, with full power of substitution in the name of the Mortgagor, the Bank or otherwise, for the sole use and benefit of the Bank in its sole discretion but at the Mortgagor's expense, to exercise to the extent permitted by law, in its name or in the name of the Mortgagor or otherwise, the powers set forth herein, whether or not any of the Obligations are due (i) to execute, deliver or file financing statements and other agreements for or on behalf of the Mortgagor; (ii) to notify lessees under any Lease of the Bank's interest therein and require such lessees to pay all sums due thereunder to the Bank; and (iii) to correspond and negotiate directly with insurance carriers.

G.

Representations and Covenants.

1.

Payment and Performance. The Mortgagor shall pay and perform promptly as and when due (i) the Obligations in accordance with their stated terms and conditions; (ii) all obligations and liabilities under any Permitted Encumbrances (hereinafter defined); and (iii) all of its obligations as landlord under the Leases.

2.

Warranty of Title. The Mortgagor warrants to the Bank that the Mortgagor has good and marketable fee simple absolute title to the Mortgaged Property subject only to those exceptions to title which are more particularly described in the title report issued to the Bank and which exceptions are accepted by the Bank in connection with this transaction (the "Permitted Encumbrances"). The Mortgagor hereby covenants that the Mortgagor shall (i) preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to

2

the Bank against all lawful claims whatsoever excepting only those claiming under Permitted Encumbrances; and (ii) execute, acknowledge, and deliver all such further documents or assurances, cause to be done all such further acts as may at any time hereafter be required by the Bank to protect fully the lien of this Mortgage and pay all costs related thereto.

3.

Insurance. The Mortgagor hereby covenants to obtain and maintain at all times, throughout the term of this Mortgage, insurance covering the Mortgaged Property, in such amounts, on such forms and written by such companies, as the Bank may require from time to time. including (i) comprehensive general public liability insurance; (ii) an "All-Risk" policy covering damage due to fire and extended hazard insurance (together with vandalism and malicious mischief endorsements); (iii) if the Mortgaged Property is required or eligible to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, flood insurance; and (iv) business interruption or rental loss coverage. Each insurance policy required under this Paragraph shall be written or endorsed so as to (i) contain a standard mortgagee or lender's loss payable endorseme nt, as the case may be, or its equivalent; (Ii) make all losses and all returns of unearned premiums payable directly to the Bank, without contribution; (Iii) with respect to public liability coverage, name the Bank as an additional insured, as its interest may appear; and (iv) waive all rights of set off, counterclaim, deduction, or subrogation against the Mortgagor (so as not to interfere with the Bank's rights). Each insurance policy required under this Paragraph shall contain a provision to the effect that such policy shall not be canceled, altered, in any way limited in coverage, or reduced in amount unless the Bank is notified in writing at least thirty (30) days prior to such change. At least thirty (30) days prior to the expiration of any such policy, the Mortgagor shall furnish evidence satisfactory to the Bank that such policy has been renewed, replaced, or is no longer required by this Paragraph, together with proof of payment of any premiums then owing. At the request of the Bank, the Mortgagor s hall deliver all original insurance policies to the Bank. The Mortgagor shall not take out any separate or additional insurance with respect to the Mortgaged Property which is contributing in the event of loss, unless it is properly compatible with all of the requirements of this Paragraph.

4.

Taxes and Other Charges. The Mortgagor shall prepare and timely file all federal, state, and local tax returns required to be filed by the Mortgagor and promptly pay and discharge all taxes, assessments, water and sewer rents, and other governmental charges or claims of any kind imposed upon the Mortgagor. the Mortgaged Property, or on any of the Mortgagor's other property before the same shall become in default or become a lien upon such property except for those taxes, assessments, and other governmental charges then being contested in good faith by the Mortgagor by appropriate proceedings and for which the Mortgagor has maintained adequate reserves in the sole judgment of the Bank. The Mortgagor shall submit to the Bank, upon request, an affidavit signed by the Mortgagor certifying that all federal, state, and local tax returns have been filed to date and all real prope rty taxes, assessments, and other governmental charges with respect to the Mortgagor's properties have been paid to date.

5.

Escrows. The Mortgagor shall, if requested by the Bank. pay to the Bank at the time of each installment of principal and interest due under any of the Loan Documents, one twelfth (1/12) of the annual taxes and assessments levied or assessed against the Mortgaged Property and any premium for applicable insurance, as estimated by the Bank, from time to time, unless the Mortgagor demonstrates to the Bank that it is paying such taxes, assessment or insurance to a holder of a prior Permitted Encumbrance. Such payment shall be held by the Bank to be used by the Bank in payment of such taxes, assessments or insurance premium. If such escrow funds are not sufficient to pay such taxes and assessments, as the same become payable, the Mortgagor shall pay to the Bank, upon request, such additional amounts as the Bank shall estimate to be sufficient to make up any such deficiency. No a mount paid to the Bank hereunder shall be deemed to be trust funds but may be commingled with general funds of the Bank, and no interest shall be payable thereon. If the Mortgagor is not required to pay such tax escrows pursuant to this section, the Mortgagor shall provide to the Bank. not later than the last date such payment is due and payable without interest or penalty, official receipted tax bills, canceled checks, or other evidence satisfactory to the Bank evidencing that such taxes and assessments have been paid in a timely manner.

6.

Transfer of Title. Without the prior written consent of the Bank in each instance, which consent may be given or withheld in the Bank's sole discretion, the Mortgagor shall not voluntarily or involuntarily cause or permit, any transfer of the Mortgaged Property or any portion thereof, whether voluntary, involuntary, by operation of law, or otherwise, nor shall the Mortgagor enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Mortgaged Property. A "transfer" of the Mortgaged Property includes (i) the direct or indirect sale. transfer or conveyance of the Mortgaged Property or any portion thereof or interest therein; (ii) the execution of an installment sale contract or similar instrument affecting all or a portion of the Mortgaged Property; (iii) the transfer (whether in one transaction or a series of transact ions) of stock, partnership or other ownership interests constituting a controlling interest in the Mortgagor (if the Mortgagor is a partnership. joint venture, limited liability company or corporation); and (iv) a lease or leases which, separately or in the aggregate, cover cumulatively more than twenty percent (20%) of the usable space on the Mortgaged Property.

7.

No Liens; Removal of Fixtures. At no time during the term of this Mortgage shall the Mortgagor create or suffer to exist any mortgage, lien, security interest, encumbrance, attachment, levy, distraint, or other judicial process or burden of any kind on the Mortgaged Property or any part thereof, whether superior or inferior to the lien of this Mortgage, without the prior written consent of the Bank, which consent may be given or withheld in the Bank's sole discretion. The Mortgagor shall not remove or suffer to be removed from the Mortgaged Property any fixtures presently or in the future located on the Mortgaged Property (unless such fixtures have been replaced with similar fixtures of equal or greater utility and value).

8.

Maintenance and Repair; Compliance with Laws. The Mortgaged Property shall, at the Mortgagor's own cost and expense, be kept and maintained in good repair, working order, and condition, and in compliance with all applicable laws, ordinances, codes, rules and regulations (collectively, "Legal Requirements") of any federal, state or local governmental entity or authority having jurisdiction (collectively "Governmental Authorities"). The Mortgagor agrees to comply, and to cause its tenants to comply with all Legal Requirements made or promulgated by any Governmental Authority now or hereafter applicable to the Mortgaged Property. The Mortgagor shall from time to time make, or cause to be made, all necessary and proper repairs and replacements required under Legal Requirements, the Leases, or otherwise required to keep the Mortgaged Property in good conditi on and the Mortgagor shall abstain from and shall not permit the commission of waste on or about the Mortgaged Property. The Mortgagor shall not remove, demolish, materially alter, or discontinue the use of the

Mortgaged Property, or permit the Mortgaged Property to become vacant, deserted, or unguarded. The Bank shall have the right, but not the obligation, to enter upon and inspect the Mortgaged Property at any reasonable hour.

9.

Damage, Destruction and Condemnation. If all or any part of the Mortgaged Property shall be partially or totally damaged or destroyed, or if title to or the use of the whole or any part of the Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, then (i) there shall be no abatement or reduction in the amounts payable by the Mortgagor under the Loan Documents. and the Mortgagor shall continue to be obligated to make such payments; (ii) the Mortgagor shall immediately give notice thereof to the Bank in accordance with the terms of this Mortgage; (Iii) the Mortgagor hereby authorizes and directs any affected insurance company or condemning authority to make payment of such proceeds directly to the Bank as its interest appears; and (iv) the Mortgagor hereby authorizes and empowers the Bank to settle, adjust or compromise, any c laims for loss, Damage, destruction to or condemnation of the Mortgaged Property. The Mortgagor shall pay all costs of collection of insurance proceeds payable on account of such damage or destruction. The Mortgagor shall, at its sole cost and expense, diligently prosecute any condemnation proceeding and shall consult with the Bank, its attorneys, and experts and cooperate with it in the defense of any such proceedings. The Bank shall have the right, in any condemnation proceedings, to do or refrain from doing whatever it deems necessary or convenient. The Mortgagor shall have no claim against the insurance proceeds or condemnation proceeds, or be entitled to any portion thereof, and all rights to insurance or condemnation proceeds are hereby assigned to the Bank to the extent of the Obligations as remain unpaid. The Bank shall have the option, in its sole discretion. of paying or applying all or any part of the insurance proceeds or condemnation proceeds payable to the Bank hereunder to (i) reduction of the Obligations; (ii) restoration, replacement and rebuilding of the Mortgaged Property or (iii) payment to the Mortgagor.

10.

Required Notices. The Mortgagor shall immediately notify the Bank of (i) the receipt of notice from any Governmental Authority relating to the Mortgaged Property or alleging a violation of Legal Requirements; (Ii) a substantial change in the occupancy or use of all or any part of the Mortgaged Property; (iii) the receipt of any notice from the holder of any Permitted Encumbrance; (iv) the commencement of any litigation affecting or potentially affecting in a material and adverse way the financial condition of the Mortgagor or the value of the Mortgaged Property; or (v) the discovery, discharge or release for which the Mortgagor is or may be responsible under Applicable Environmental Laws (hereinafter defined).

11.

Financial Statements. Mortgagor shall so provide (a) if such Mortgagor is an individual, at least once during each period of twelve (12) consecutive months, a personal financial statement of such Mortgagor for a year ending not more than sixty (60) days earlier, in reasonable detail and certified by such Mortgagor to be complete and accurate and (b) if such Mortgagor is not an individual. (i) promptly copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or other owners and of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation, (ii) within sixty (60) days after the end of each of its first three fiscal quarters, consolidating and consolidated statements of income and cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end, (iii) within ninety (90) days after the end of each fiscal year, consolidating and consolidated statements of such Mortgagor's income and cash flows and its consolidating and consolidated balance sheet as of the end of such fiscal year. setting forth comparative figures for the preceding fiscal year and to be __ audited __ reviewed __ compiled by an

3

independent certified public accountant acceptable to the Mortgagee, all such statements to be certified by such Mortgagor's chief financial officer or partner to be correct and in accordance with such Mortgagor's records and to present fairly the results of such Mortgagor's operations and cash flows and its financial position at year end in conformity with generally accepted accounting principles, and (iv) with each statement of income, a certificate executed by such Mortgagor's chief executive and chief financial officers or managing partners (A) stating that the signers of the certificate have reviewed this Mortgage and the operations and condition (financial or other) of such Mortgagor and any subsidiaries during the relevant period and (B) stating that no Event of Default occurred during the period, or if an Event of Default did occur, describing its nature, th e daters) of its occurrence or period of existence and what action such Mortgagor has taken with respect thereto. If no box is checked above, Mortgagor shall supply financial reports immediately upon the Mortgagee's request in the form and number of copies and at the times satisfactory to the Mortgagee. The Mortgagor shall keep and maintain complete and accurate books and records and shall permit representatives or agents of the Bank to examine and audit the Mortgagor's (and its parent's and subsidiaries', if applicable) books, records and financial information and to inspect the Mortgagor's facilities and properties. Promptly upon request of the Bank the Mortgagor shall supply, or cause to be supplied, any additional information respecting the operations, financial or otherwise, of the Mortgagor, each Obligor and shall use its best efforts to cause each lessee of the Mortgaged Property or any material portion thereof as the Bank may from time to time reasonably request. The Mortgagor shall prepare and timel y file all federal, state and local tax returns required to be filed by the Mortgagor and shall submit to the Bank a copy of its federal tax return immediately after filing same with the Internal Revenue Service. The Mortgagor shall furnish to the Bank, at its request, certified rent rolls and leases, as applicable, with respect to the Mortgaged Property within ninety (90) days after the end of each fiscal year.

H.

Environmental Representations and Covenants.

1.

Applicable Environmental Laws.

a.

The term "Applicable Environmental Laws" means (i) all Legal Requirements of any Governmental Authority pertaining to the preservation or enhancement of the quality of the environment or regulating or restricting the use, transfer, storage, disposal, release, discharge, production or remediation of any substance or material deemed by such Governmental Authority to be hazardous to the environment; (ii) any and all laws, regulations, and executive orders, whether federal, state or local, pertaining to environmental matters, as the same may now exist or hereafter exist or be amended or supplemented from time to time. Any terms mentioned in this Mortgage which are defined in any Applicable Environmental Law shall have the meanings ascribed to such terms in said laws; provided, however, that if any of such laws are amended so as to broaden any term defined therein, such broader meaning shall apply subsequent to the effective date of such amendment.

b.

The Mortgagor represents and warrants that neither the Mortgagor nor the Mortgaged Property are in violation of any Applicable Environmental Law, or subject to any existing, pending, or threatened investigation or inquiry by any Governmental Authority pertaining to an alleged violation of any Applicable Environmental Law.

2.

Covenants. The Mortgagor shall not cause or permit the Mortgaged Property to be in violation of, or do anything which would subject the Mortgagor or the Mortgaged Property to any remedial obligations under, any Applicable Environmental Law, and shall promptly notify the Bank in writing of any existing, pending, or threatened investigation or inquiry by any Governmental Authority in connection with any Applicable Environmental Law:

a.

The Mortgagor shall immediately take all steps necessary to determine whether hazardous materials have been disposed of or otherwise released or discharged on, from or affecting the Mortgaged Property;

b.

The Mortgagor will not install, suffer, or permit in the Mortgaged Property any substance deemed hazardous by federal or state regulations.

c.

If any such materials are found to be present in the Mortgaged Property, the Mortgagor agrees to remove the same promptly upon discovery at its sole cost and expense;

d.

The Mortgagor shall duly file or cause to be duly filed with all Governmental Authorities having jurisdiction such reports or information returns as may be required or appropriate under all Applicable Environmental Laws;

e.

If any lien or judgment shall be filed with respect to the Mortgaged Property arising from a violation of Applicable Environmental Laws, then the Mortgagor shall, within thirty (30) days from the date that the Mortgagor is given notice of such lien or judgment (or within such shorter period of time if any Governmental Authority has commenced steps to have the Mortgaged Property sold), pay the claim and remove the lien from the Mortgaged Property;

f.

If there shall occur any releasing, spilling, leaking, pumping, pouring, emitting, emptying, or dumping of hazardous materials on, from or affecting the Mortgaged Property, or otherwise caused or permitted by the Mortgagor in violation of Applicable Environmental Laws, the Mortgagor shall promptly clean it up in accordance with the provisions of all Applicable Environmental Laws and to the satisfaction of the Bank; and

3.

Right to Inspect and Cure. The Bank shall have the right to conduct or have conducted by its agents or contractors such environmental inspections, audits, and testing as the Bank shall deem necessary or advisable from time to time at the sole cost and expense of the Mortgagor. The cost of such tests shall be added to the Obligations and shall be secured by this Mortgage. If the Mortgagor fails to comply with any Applicable Environmental Law, then the Bank may, at its sole discretion, in addition to any of its other remedies under this Mortgage, cause the Mortgaged Property to be in compliance with such laws and the cost of such compliance shall be added to the sums secured by this Mortgage and shall bear interest at the Default Rate (hereafter defined).

4.

Environmental Easement. The Mortgagor hereby grants and conveys to the Bank an irrevocable easement to enter on and upon the Mortgaged Property at any time and from time to time for the purpose of making such audit tests, inspections, and examinations, including subsurface exploration and testing, as the Bank deems necessary, convenient, or proper to determine whether the ownership, use, and operation of the Mortgaged Property and the conduct of the activities engaged in thereon are in compliance with federal, state, and local environmental laws, rules, and regulations. The Bank, or its designated agents, shall have the right to inspect and copy all of the Mortgagor's records relating to environmental matters and to enter all buildings or facilities of the Mortgagor for such purpose. In confirmation of the Bank's right to inspect and copy all of the Mortga gor's records relating to environmental matters

and to secure the Mortgagor's obligations to the Bank in connection with the Loan Documents, and under this Environmental Inspection Easement, the Mortgagor hereby grant to the Bank a continuing security interest in and to all of the Mortgagor's existing and future records with respect to environmental matters, whether or not located at the Mortgaged Property or elsewhere, whether or not in the possession of the Mortgagor or some third party (including any federal, state, or local agency or instrumentality), and whether or not written, photographic, or computerized, and the proceeds and products thereof. The Bank, or its designated agent, may interview any or all of the Mortgagor's agents and employees regarding environmental matters, including any consultants or experts retained by the Mortgagor, all of whom are directed to discuss environmental issues fully and ope nly with the Bank or its designated agent and to provide such information as may be requested. All of the costs and expenses incurred by the Bank with respect to the audits, tests, inspections, and examinations which the Bank may conduct, including the fees of the engineers, laboratories, and contractors, shall be paid by the Mortgagor. The Bank may, but shall not be required to, advance such costs and expenses on behalf of the Mortgagor. All sums so advanced shall bear interest at the highest rate provided with respect to the Loan Documents.

a.

The easement granted hereby shall exist and continue until such time as all sums owed by the Mortgagor to the Bank in connection with the Loan Documents or otherwise have been repaid in full and the mortgage granted to the Bank to secure the Loan Documents has been released of record. A release of this Mortgage shall evidence a termination of the easement.

b.

The Mortgagor acknowledges that no adequate remedy at law exists for a violation of the easement granted hereby by equitable writ or decree, including temporary and preliminary injunctive relief. In the event the Bank is required to enforce it hereunder the Mortgagor shall pay all of the Bank's costs and expenses in connection therewith, including all attorney's fees incurred by the Bank.

c.

This easement shall be assignable and shall be considered assigned to whomever holds the indebtedness secured by the mortgage.

d.

The exercise of the rights granted hereunder shall not constitute the Bank a "mortgagee in possession" with respect to the Mortgaged Property.

e.

This easement is intended to be and shall be construed as an interest in the Mortgaged Property and as an easement in gross. It is not intended to be a personal right of the Bank or a mere license.

I.

Indemnification. The Mortgagor hereby agrees to and does hereby indemnify, protect, defend, and hold harmless the Bank, and any entity which "controls" the Bank, within the meaning of Section 15 of the Securities Act of 1933, as amended, any member, officer, director, official, agent, employee, or attorney of the Bank, and their respective heirs, successors, and assigns (collectively the "Indemnified Parties"), from and against any and all losses,

4

damages, expenses, or liabilities of any kind or nature, and from any suits, claims, or demands, including counsel fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with the Loan Documents or the transactions contemplated therein (unless determined by a final judgment of a court of competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of the Indemnified Parties). In case any action shall be brought against the Bank or any other Indemnified Party in respect to which indemnity may be sought against the Mortgagor, the Bank or such other Indemnified Party shall promptly notify the Mortgagor; provided however, that the failure to so notify the Mortgagor shall not relieve the Mortgagor of any liability it may have und er these indemnification provisions or from any liability which it may otherwise have to the Bank or such other Indemnified Party. Promptly following such notification, the Mortgagor shall assume the defense thereof, including the employment of counsel selected by the Mortgagor and satisfactory to the Bank or such other Indemnified Party, and the payment of all costs and expenses relating thereto. The Bank shall have the right, at its sole option, but at the Mortgagor's sole cost and expense, to employ separate counsel in any such action and to participate in the defense thereof. The Mortgagor shall not be liable for any settlement of any such action unless the Mortgagor consents, which consent shall be reasonably given, but if settled with the Mortgagor's consent, or if there be a final judgment for the claimant in any such action, the Mortgagor agrees to indemnify and hold harmless the Bank from and against any loss or liability by reason of such settlement or judgment. The provisions of this Section shall survive the repayment of the Obligations.

J.

No Release; No Waiver. Any extension of the time for payment, or any modification of the amortization of the sums secured by this Mortgage or any release of any Obligor or all or any part of the Mortgaged Property, granted by the Bank to the Mortgagor or any other Obligor shall not operate to release the liability of the Mortgagor, any other Obligor under the terms of the Loan Documents or this Mortgage or any other collateral for the Obligations. Any forbearance by the Bank in exercising any right or remedy hereunder or otherwise afforded by applicable law shall not be a waiver of, or preclude the exercise of, any right or remedy.

K.

Events of Default. The occurrence of anyone of the following shall constitute an event of default ("Event of Default") under this Mortgage:

1.

Breach. A breach by the Mortgagor or any Obligor of any term, obligation, provision, covenant, representation or warranty, arising under (i) this Mortgage or any other Loan Document, including failure to pay when due (whether at stated maturity, by acceleration or otherwise) the Obligations or any portion thereof or there occurs any event which after notice or lapse of time, or both, will permit such acceleration; (ii) any present or future agreement with or in favor of the Bank or any Affiliate, including the failure to make any payment when due (whether at stated maturity, by acceleration or otherwise) or any portion thereof or there occurs any event which after notice or lapse of time, or both, will permit such acceleration; or (iii) any present or future agreement or instrument for borrowed money or other financial accommodations with any person or entity;

2.

Bankruptcy; Insolvency. (i) The Mortgagor or any Obligor commences any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state, or local statute, or any dissolution or liquidation proceeding, or makes a general assignment for the benefit of creditors, or takes any action for the purpose of effecting any of the foregoing; (ii) any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state or local statute, or any dissolution or liquidation proceeding, is involuntarily commenced against or in respect of the Mortgagor or any Obligor and such involuntary petition is not dismissed within 30 days or an order for relief is entered in any such proceeding; (iii) the appointment, or the filing of a p etition seeking the appointment, of a custodian, receiver, trustee, or liquidator for the Mortgagor or any other Obligor or any of its property, or the taking of possession of any part of the property of the Mortgagor or any other Obligor at the instance of any governmental authority; or (iv) the Mortgagor or any other Obligor becomes insolvent (however defined), is generally not paying its debts as they become due, or has suspended transaction of its usual business;

3.

Death; Reorganization. The death or incompetence (if an individual) or the dissolution, merger, consolidation, or reorganization of the Mortgagor or any other Obligor;

4.

Material Misstatement. Any statement, representation or warranty made in or pursuant to this Mortgage or any other Loan Document or to induce the Bank to accept this Mortgage or to enter into or accept any other Loan Document shall prove to be untrue or misleading in any material respect or, if upon the date of execution of this Mortgage, 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;

5.

Additional Debt; Granting of Security Interest. The Mortgagor or any Obligor (i) incurs or assumes additional debt other than debt incurred for normal consumer purposes, debt to the Bank or an Affiliate or trade debt in the ordinary course of its business; or (i1) creates, permits or grants any lien or security interest in any of its property on which the Bank has a lien or security interest;

6.

Entry of Judgment. The filing, entry, or issuance of any judgment, execution, garnishment, attachment, distraint, or lien against the Mortgagor or any Obligor or its property; the entry of any order enjoining or restraining the Mortgagor or any Obligor or restraining or seizing any property of the Mortgagor or any Obligor or the Mortgagor or any Obligor is convected of a felony;

7.

Transfer of Assets. The Mortgagor transfers all or any part of the Mortgaged Property or the Mortgagor or any other Obligor transfers or sells all or substantially all of its assets, without the prior written consent of the Bank;

8.

Loan Documents. Any Loan Document ceases to be in full force and effect or the validity or enforceability thereof is contested by any Obligor or any representative thereof; or

9.

Pension Plan; Change in Management. Any pension plan of any Mortgagor or Obligor 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 any Mortgagor's or Obligor's ability to repay its debts; there occurs any change in the management of any Mortgagor or Obligor which is, in the opinion of the Bank materially adverse to its interest and which remains uncorrected for thirty (30) days after the Bank notifies the Mortgagor or the respective Obligor of its opinion.

L.

Remedies. Upon and following the occurrence of an Event of Default:

1.

Advances. The Bank shall have the right, at its election, but not the obligation, to make any payment or expenditure and to take any action which the Mortgagor should have made or taken or which the Bank deems

advisable to protect the security of this Mortgage or the Mortgaged Property. Such action shall be without prejudice to any of the Bank's rights or remedies available under this Mortgage or the other Loan Documents or otherwise at law or in equity. All such sums, as well as costs and expenses, advanced by the Bank shall be immediately due from the Mortgagor to the Bank, shall become part of the Obligations secured by this Mortgage and the other Loan Documents, and shall bear interest (including after any judgment obtained on account of any of the Obligations) at the applicable rate provided in the Loan Documents in effect after maturity or default (the "Default Rate") until repayment in full to the Bank. The Mortgagor agrees that all of the Obligations and other obligations of the Mortgagor to the Bank under the Loan Documents, including obligations to r eimburse the Bank for advances, shall survive the entry of any judgment lien on account of the Obligations or any judgment in mortgage foreclosure, whether such obligations arise before or after the entry of judgment.

2.

Other Remedies. The Bank shall have the right, at its election, to take anyone or more of the following actions: (i) to declare all the Obligations secured by this Mortgage to be immediately due and payable (except that upon the occurrence of any Event of Default described in Paragraph K(2), such Obligations shall automatically be due and payable without notice or demand); (Ii) to obtain judgment for the Obligations together with interest on such judgment at the Default Rate until payment in full is received by the Bank and to obtain execution upon the Mortgaged Property or other property of the Mortgagor on account of such judgment; (i1i) to obtain possession of the Mortgaged Property and (with or without obtaining possession) to enforce the Leases, collect the Income and rent the Mortgaged Property, either in its name or in the name of the owner, and apply the Income and rents, at the Ba nk's option, to the payment of any charges and expenses of the Mortgaged Property in such order and amounts as the Bank in its sole discretion may determine, being accountable only for such rents and profits collected by it while in possession; (iv) to foreclose this Mortgage; (v) to obtain appointment of a receiver of the Mortgaged Property without the necessity of proving either inadequacy of the security or insolvency of the Mortgagor or any other Obligor, and the Mortgagor and each such person waive such proof and consent to the appointment of such receiver; (vi) to apply on account of the Obligations, in any order and amounts as the Bank may determine and whether or not a deficiency action shall have been instituted, any unexpended money still retained by the Bank that was paid by the Mortgagor to the Bank for the payment of, or as security for the payment of, taxes, assessments, municipal or governmental rates, charges, impositions, liens, water or sewer rents, or insurance premiums, if any, or in orde r to secure the performance of some act by the Mortgagor; (vii) to collect from the Mortgagor monthly, in advance, so long as the Mortgagor remains in possession of all or any part of the Mortgaged Property, the fair and reasonable market value for the Mortgagor's use and occupation of the Mortgaged Property; or (viii) to exercise all rights of a secured party under the Uniform Commercial Code. If the Obligations, as evidenced by a single note or other written instrument shall exceed the amount secured by this Mortgage, or as evidenced by a combination of same that singularly or in any part collectively may be less than said secured amount but combined exceed said secured amount, the Bank, in any foreclosure hereof, shall

5

have the right to sue and collect the excess in the same action as commenced for the foreclosure hereof, and recover a money judgement for said excess with all the rights attendant thereto, including the issuance of an execution to the Sheriff for collection thereof, and Mortgagor and any Obligor hereby waives any defense based upon a claim that in doing so, the Bank is splitting its cause of action if it seeks to foreclose this Mortgage for part of the Obligations and recover at law for another part.

3.

Confession of Judgment for Possession. THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF AUTHORITY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST THE MORTGAGOR. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST THE MORTGAGOR, THE MORTGAGOR HEREBY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY, AND ON ADVICE OF SEPARATE COUNSEL OF THE MORTGAGOR, UNCONQITIONALLY WAIVES ANY AND ALL RIGHTS THE MORTGAGOR HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

FOR THE PURPOSE OF OBTAINING POSSESSION OF THE MORTGAGED PROPERTY UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR MORTGAGOR, AS WELL AS FOR THE PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR AND ALL PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, IN FAVOR OF THE BANK FOR THE RECOVERY BY THE BANK OF POSSESSION OF THE MORTGAGED PROPERTY, FOR WHICH THIS MORTGAGE (OR A COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE A SUFFICIENT WARRANT; WHEREUPON A WRIT OF POSSESSION OFTHE MORTGAGED PROPERTY MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT STAY OF EXECUTION, MORTGAGOR HEREBY RELEASING AND AGREEING TO RELEASE THE BANK AND ANY SUCH ATTORNEY FROM ALL PROCEDURAL ERRORS AN D DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR JUDGMENT OR IN CAUSING SUCH WRIT OR PROCESS TO BE ISSUED OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, PROVIDED THAT THE BANK SHALL HAVE FILED IN SUCH ACTION AN AFFIDAVIT MADE ON THE BANK'S BEHALF SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE ENTRY OF SUCH JUDGMENT ACCORDING TO THE TERMS OF THIS INSTRUMENT, OF WHICH FACTS SUCH AFFIDAVIT SHALL BE PRIMA FACIE EVIDENCE. IT IS HEREBY EXPRESSLY AGREED THAT IF FOR ANY REASON AFTER ANY SUCH ACTION HAS BEEN COMMENCED, THE SAME SHALL BE DISCONTINUED, MARKED SATISFIED OF RECORD, OR BE TERMINATED, OR POSSESSION OF THE MORTGAGED PROPERTY REMAIN IN OR BE RESTORED TO MORTGAGOR OR ANYONE CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, THE BANK MAY, WHENEVER AND AS OFTEN AS THE BANK SHALL HAVE THE RIGHT TO TAKE POSSESSION AGAIN OF THE MORTGAGED PROPERTY, BRING ONE OR MORE FURTHER ACTIONS IN THE MANNER HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY AND TO CONFESS JUDGMENT THEREIN AS HEREINABOVE PRO VIDED, AND THE AUTHORITY AND POWER ABOVE GIVEN TO ANY SUCH ATTORNEY SHALL EXTEND TO ALL SUCH FURTHER ACTIONS IN EJECTMENT AND CONFESSION OF JUDGMENT THEREIN AS HEREINABOVE PROVIDED WHETHER BEFORE OR AFTER AN ACTION OF MORTGAGE FORECLOSURE IS BROUGHT OR OTHER PROCEEDINGS IN EXECUTION ARE INSTITUTED UPON THIS MORTGAGE OR ANY INSTRUMENT THEN EVIDENCING ANY OF THE OBLIGATIONS, AND AFTER JUDGMENT THEREON OR THEREIN AND AFTER A JUDICIAL SALE OF THE MORTGAGED PROPERTY.

4.

Uniform Commercial Code Disposition. With respect to that portion of the Mortgaged Property governed by the Uniform Commercial Code, the Bank shall have the right, upon five (5) calendar days' prior written notice to the Mortgagor (or one (1) day notice by telephone with respect to Mortgaged Property that is perishable or threatens to decline rapidly in value}, which the Mortgagor hereby acknowledges to be sufficient, commercially reasonable and proper, to sell, lease or otherwise dispose of any or all of the Mortgaged Property at any time and from time to time at public or private sale, with or without advertisement thereof, and apply the proceeds of any such sale first to the Bank's expenses in preparing the Mortgaged Property for sale (including reasonable attorneys' fees) and second to the complete satisfaction of the Obligations. The Mortgagor waives the benefit of any marshaling doct rine with respect to the Bank's exercise of its rights hereunder. The Mortgagor grants a royalty-free license to the Bank for all patents, service marks, trademarks, trade names, copyrights, computer programs and other intellectual property and proprietary rights to permit the Bank to exercise all rights granted to the Bank under this Paragraph. The Bank or anyone else may be the purchaser of any or all of the Mortgaged Property so sold and thereafter hold such Mortgaged Property absolutely, free from any claim or right of whatsoever kind, including any equity of redemption of the Mortgagor, any such notice, right or equity of redemption being hereby expressly waived and released.

5.

No Marshaling. In the event of a foreclosure or other judicial sale of the Mortgaged Property, the Mortgaged Property may be sold in one or several parcels in any order the Bank, in its sole discretion, may determine and without regard to principles of marshaling.

6.

Remedies Cumulative; No Waiver. The rights, powers and remedies hereunder and under the other Loan Documents and cumulative and concurrent, and are not exclusive of any other rights, powers or remedies available to the Bank. No failure or delay on the part of the Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

7.

Continuing Enforcement of the Loan Documents. If, after receipt of any payment of all or any part of the Obligations, the Bank is compelled or agrees, for settlement purposes, to surrender such payment to any person or entity for any reason, then this Mortgage and the other Loan Documents shall continue in full force and effect or be reinstated, as the case may be. The provisions of this Paragraph shall survive the termination of this Mortgage and the other Loan Documents and shall be and remain effective notwithstanding the payment of the Obligations, the release of any security interest, lien or encumbrance securing the Obligations or any other action which the Bank may have taken in reliance upon its receipt of such payment.

8.

Right of Setoff. The Bank shall have the right to set off against the Obligations any property held in a deposit or other account with the Bank or any of its Affiliates or otherwise owing by the Bank or any of its Affiliates in any capacity to Mortgagor or any Obligor. Such set-off shall be deemed to have been exercised immediately at the

time the Bank or such Affiliate elect to do so.

M.

Miscellaneous.

1.

Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Mortgagor (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 Mortgagor'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). For any notice under 42 Pa C.S.A. §8143 being delivered by personally delivery, such personally delivered n otice must be delivered to the Bank at: M&T Bank, One M&T Center, Fountain Plaza, Buffalo, New York, attn: Collateral and Documentation Department. Notice bye-mail is not valid notice under this or any other agreement between Mortgagor and the Bank.

2.

Costs, Expenses and Professional Fees. Whether or not the transactions contemplated by this Mortgage or any of the other Loan Documents are fully consummated, the Mortgagor shall promptly pay (or reimburse, as the Bank may elect) all costs and expenses which the Bank has incurred or may hereafter incur in connection with the negotiation, preparation, reproduction, interpretation, perfection, protection of the Mortgaged Property, administration and enforcement of this Mortgage or any of the other Loan Documents, the collection of all amounts due under the Loan Documents, and all amendments, modifications, consents or waivers, if any, to the Loan Documents. Such costs and expenses shall include, without limitation, the fees and disbursements of counsel to the Bank (including the Bank's in-house counsel), the costs of appraisals, searches of public records, costs of filing and recording docum ents with public offices, internal or external audit or examination fees and costs, stamp, excise and other taxes, the fees of the Bank's accountants, consultants or other professionals, costs and expenses from any actual or attempted sale of all or any part of the Mortgaged Property, and for the care and preparation for sale of the Mortgaged Property (including insurance costs) and defending and asserting the rights and claims of the Bank in respect thereof, by litigation or otherwise. The Mortgagor's reimbursement obligations under this Paragraph shall survive any termination of the Loan Documents. Costs, expenses and fees shall accrue interest at the highest default rate set forth in the respective Loan Documents evidencing the Obligations from the date of demand until payment is actually received by the Bank. Each such cost, expense and fees and any interest thereon shall constitute part of the Obligations and be secured by this Mortgage and may be added to the judgment in any suit brought by the Bank ag ainst Mortgagor on this Mortgage.

6

3.

Governing Law and Jurisdiction. This Mortgage 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 Mortgage will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. MORTGAGOR 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 MORTGAGOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS MORTGAGE WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST MORTGAGOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF MORTGAGO R WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Mortgagor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Mortgagor. Mortgagor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Mortgage.

4.

Integration; Amendment. This Mortgage and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No amendment of this Mortgage, and no waiver of anyone or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No single, partial or delayed exercise by the Bank of any right or remedy shall preclude full and timely exercise by the Bank at any time of any right or remedy of the Bank without notice or demand, at the Bank's sole option.

5.

Successors and Assigns. This Mortgage (i) shall be binding upon the Mortgagor and the Bank and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; and (ii) shall inure to the benefit of the Mortgagor and the Bank and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; provided, however, that the Mortgagor may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Bank, and any such assignment or attempted assignment by the Mortgagor shall be void and of no effect with respect to the Bank. The Bank may from time to time sell or assign, in whole or in part, or grant participation in some or all of the Loan Documents or the obligations evidenced thereby. The Mortgagor authorizes the Bank to provide information concerning the Mortgagor to any prospective purchaser, assignee or participant.

6.

Severability and Consistency. The illegality, unenforceability or inconsistency of any provision of this Mortgage or any instrument or agreement required hereunder shall not in anyway affect or impair the legality, enforceability or consistency of the remaining provisions of this Mortgage or any instrument or agreement required hereunder. The Loan Documents are intended to be consistent. However, in the event of any inconsistencies among any of the Loan Documents, such inconsistency shall not affect the validity or enforceability of any Loan Document. The Mortgagor agrees that in the event of any inconsistency or ambiguity in any of the Loan Documents, the Loan Documents shall not be construed against anyone party but shall be interpreted consistent with the Bank's policies and procedures. In this Mortgage, the singular includes the plural and the plural the singular; references to statute s and rules are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Agreement unless otherwise indicated.

7.

Joint and Several Liability. In the event that the Mortgagor consists of more than one person or entity, the obligations hereunder (including performance obligations) of each such person or entity shall be joint and several and the word "Mortgagor" means each of them, any of them or all of them.

8.

Judicial Proceeding; Waivers.

THE MORTGAGOR AND THE BANK ACKNOWLEDGE AND AGREE THAT (i) ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY THE BANK OR THE MORTGAGOR OR ANY SUCCESSOR OR ASSIGN OF THE BANK OR THE MORTGAGOR, ON OR WITH RESPECT TO THIS MORTGAGE, ANY OTHER LOAN DOCUMENT, THE MORTGAGED PROPERTY OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY AND EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY; (Ii) EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; AND (iii) THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS MORTGAGE AND THE BANK WOULD NOT EXTEND CREDIT TO THE MORTGAGOR IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS MORTGAGE.

IN WITNESS WHEREOF, the Mortgagor, intending to be legally bound hereby, has executed and sealed this Mortgage on the day and year first above written.

BIG BOULDER CORPORATION

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President and Treasurer

CORPORATE ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA, COUNTY OF CARBON, SS.:

On the 15th day of June, in the year 2007, 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 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

My commission expires

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Pubic

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31, 2009

Member, Pennsylvania Association of Notaries

7

SCHEDULE A

ATTACH LEGAL DESCRIPTION OF MORTGAGED PROPERTY:

EX-10

M & T BANK

BLUE RIDGE REAL ESTATE COMPANY MORTGAGE

Pennsylvania

I hereby certify that the address

Record and Return to:

of the Mortgagee is:

M & T BANK

Manufacturers and Traders Trust Company

Collateral and Documentation Department

One M & T Plaza

P.O. Box 1358

Buffalo, New York 14240

Buffalo, NY 14240

Attn: General Counsel's Office

/s/ JOSEPH E. KLUGER, ESQUIRE

On behalf of Mortgagee

THIS IS AN OPEN·END MORTGAGE

SECURING FUTURE ADVANCES UP TO

A MAXIMUM PRINCIPAL AMOUNT OF

$ 5,000,000.00

PLUS ACCRUED

INTEREST AND OTHER INDEBTEDNESS

AS DESCRIBED IN 42.PA. C.S.A.§8143

THIS MORTGAGE, ASSIGNMENT OF LEASES, and SECURITY AGREEMENT (this "Mortgage") dated June 15,2007, is made by Blue Ridge Real Estate Company, a Pennsylvania corporation whose address is Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707 (the "Mortgagor") in favor of MANUFACTURERS AND TRADERS TRUST COMPANY (the "Bank"), a New York banking corporation with banking offices at One M & T Plaza, Buffalo, New York 14240 Attention: Office of General Counsel

A.

  Obligations Secured. This Mortgage is executed, acknowledged and delivered by the Mortgagor to secure and enforce the following obligations and liabilities:

1.

Present and Future Obligations. ANY AND ALL PRESENT AND FUTURE OBLIGATIONS AND INDEBTEDNESS OF EVERY KIND AND DESCRIPTION OF THE MORTGAGOR TO THE BANK OR ANY AFFILIATE (as herein defined), including all indebtedness and obligations for the payment of money now existing or arising in the future, direct or indirect, absolute, absolute or contingent (including those arising by operation of law), due or to become due, contractual or tortious, liquidated or unliquidated, now or hereafter owing by the Mortgagor or any Obligor to the Bank, or its successors or assigns, or its Affiliates, whether or not allowed as a claim against the Mortgagor in bankruptcy, all extensions, renewals, refinancings, modifications and replacements and all interest and related charges, and reinstated Obligations, fees, late fees, expenses, attorneys' fees and costs or allocated fees and costs of the Bank's in-house le gal counsel, that have been or may hereafter be contracted or incurred (collectively, the "Obligations"); and

2.

Performance; Loan Documents. The performance of all of the terms, covenants, conditions, agreements, obligations and liabilities of the Mortgagor or any Obligor under this Mortgage or any and all credit accommodations, loan agreements, notes, guaranties and any other agreements and documents, now or hereafter existing, creating, evidencing, guarantying, securing or relating to any or all of the Obligations, together with all amendments, modifications, substitutions, renewals or extensions thereof(all of the foregoing collectively referred to as the "Loan Documents").

The Obligations secured by this Mortgage were obtained solely for the purpose of carrying on or acquiring a business or commercial investment and not for residential, consumer or household purposes. If the Obligations are residential, consumer or household in nature, then the Confession of Judgment in Paragraph L (3) is not applicable. This Mortgage secures payment of any and all of the Obligations, but the maximum principal amount of the Indebtedness secured, or which by any contingency may be secured hereby, is the amount first stated above and if the amount of the Obligations outstanding at any time exceeds said maximum amount secured, all payments in reduction of the Obligations shall be applied first to such excess not secured hereby and the lien of this Mortgage shall continue until all Obligations secured hereby, including outstanding contingent liabilities, if any, are finally and irrevocably paid in fu ll.

B.

  Definitions. As used herein, the following terms shall have the following meanings:

1.

Affiliate. The term "Affiliate" means M& T Bank Corporation and any of its direct and indirect affiliates and subsidiaries.

2.

Obligor. The term "Obligor" means the Mortgagor and each and every other maker, endorser, guarantor or surety of or for the Obligations, and any other party granting a security interest or other lien or encumbrance on any of its property to secure the Obligations. If the name of the person(s) or entity(ies) inserted in the space at the end of this paragraph is different from the name of Mortgagor identified on page one of this Mortgage, then this Mortgage has also been granted to the Bank to secure, in part, one or more guaranties of the following person(s) or entity(ies) or the Mortgagor has granted the Mortgage to the Bank to secure, in part, the following person's or entity's obligations to the Bank without a guaranty, and the term "Obligor" shall also include the following person(s) or entity(ies): Northeast Land Co., BBC Holdings, Inc., BRRE Holdings, Inc., Big Bou lder Corporation, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Co., Individually and d/b/a Stoney Run Realty Company and d/b/a Stoney Run Builders Company, and Jack Frost Golf Course, Inc.

3.

Uniform Commercial Code. The term "Uniform Commercial Code" means the Uniform Commercial Code as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time.

C.

  Grant of Mortgage. To secure the payment and performance of all Obligations, the Mortgagor hereby mortgages, grants, conveys and assigns to the Bank, and grants to the Bank a lien on and a security interest in, all of the land, buildings, improvements, fixtures, equipment, easements, rights, appurtenances, leases, rents, contract rights and all of the following property, whether presently in existence or to come into existence at some future time (collectively, the "Mortgaged Property"):

1.

Real Property.

Street Address: ________________________________________________________________________

Municipality/County/State:   Tobyhanna Township, Monroe County, PennsyIvania, Kidder Township, Carbon County, Pennsylvania, Thornhurst Township, Lackawanna County, Pennsylvania, Coolbaugh Township, Monroe County, Pennsylvania, Bear Creek Township, Luzerne County, Pennsylvania and Buck Township  Luzerne County, Pennsylvania,

Tax Lot and Block/Parcel lD No.:  See attached

Deed Book See attached, Page ___________________________

as more fully described in the attached Schedule A, together with all buildings, structures and improvements of every kind erected thereon (the "Real Property");

2.

Fixtures; Leases; Estates, etc. All fixtures, machinery, equipment and other articles of real, personal or mixed property attached to, situate or installed in or upon, or used in the operation or maintenance of, the Real Property or any plant or business situated thereon, whether or not such real, personal or mixed property is or shall be affixed to the Real Property, and all replacements, substitutions, accretions and proceeds of the foregoing (collectively, "Fixtures"). All leases, licenses, occupancy agreements or agreements to lease all or any part of the Real Property and all extensions, renewals, amendments, and modifications thereof, and any options, rights of first refusal or guarantees relating thereto (collectively, "Leases"); all rents, income, receipts, revenues, security deposits, escrow accounts, reserves, issues, profits, awards and paym ents of any kind payable under the Leases or otherwise arising from the Real Property (collectively, the "Income"); all contract rights, accounts, investment property and general intangibles relating to the Real Property or the use, occupancy, maintenance, construction, repair or operation thereof; all management agreements, franchise agreements, utility agreements and deposits, all maps, plans, surveys and specifications; all warranties and guaranties; all permits, licenses and approvals; all insurance policies. All estates, rights, tenements, hereditaments, privileges, easements, and appurtenances of any kind benefitting the Real Property; all means of access to and from the Real Property, whether public or private; all water and mineral rights; all rights of the Mortgagor as grantor, declarant or unit owner under any condominium master deed, declaration or by-laws or in any association applicable to the Real Property; and

3.

Proceeds. All "Proceeds" of any of the above-described property, which term shall have the meaning given to it in the Uniform Commercial Code and shall additionally include whatever is received upon the use, lease, sale, exchange, collection, or other utilization or any disposition of any of the foregoing property, voluntary or involuntary, whether cash or non-cash, including proceeds of insurance and condemnation awards, rental or lease payments, accounts, chattel paper, instruments, documents, contract rights, general intangibles, equipment and inventory.

D.

Extent and Priority of Lien of Mortgage.

1.

Purchase Money Mortgage. If all or any part of the Obligations secured by this Mortgage were used in whole or in part to fund the acquisition of all or any part of the Mortgaged Property, this Mortgage shall constitute a purchase money mortgage and shall be entitled to all benefits as such under applicable laws of the state in which the Mortgaged Property is located.

2.

Open-End Mortgage. This Mortgage secures all existing and future advances and readvances under the Loan Documents all of which shall be entitled to the lien priority and benefits of an Open-End Mortgage under 42 Pa. C.S.A. §8143, as it may be amended from time to time, (the "Open-End Mortgage Statute"). Without limiting anything contained in any provision of this Mortgage, this Mortgage secures the Mortgagor's obligation to repay all advances and readvances of principal under the Obligations made at closing or thereafter and all interest, late charges, fees, and other amounts due under the Obligations or this Mortgage, and in addition thereto: (i) all advances by the Bank to the Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, and completion of any part of any improvements situated on the Mortgaged Prope rty; (ii) any and all advances made or costs incurred by the Bank for the payment of taxes, assessments, maintenance charges, insurance premiums, and similar charges with respect to the Mortgaged Property; (iii) any and all costs incurred for the protection of all or any part of the Mortgaged Property or the lien of this Mortgage; and (iv) any and all legal fees, costs, and other expenses incurred by the Bank by reason of any default or otherwise in connection with the Obligations.

3.

Industrial Plant Mortgage. This Mortgage is intended to be an industrial plant mortgage within the broadest interpretation of the "industrial plant mortgage doctrine" under the laws of the Commonwealth of Pennsylvania.

4.

Changes in Mortgage. The Mortgagor and the Bank may agree to change the interest rate or the maturity date applicable to the Obligations, release collateral for the Obligations or otherwise alter any other term of the Loan Documents; none of such changes shall affect the priority of the lien on this Mortgage.

5.

Defeasance. This Mortgage shall terminate upon indefeasible payment and performance in full of the Obligations. Thereupon, the Bank shall release the Mortgaged Property and shall execute at the request of the Mortgagor a release of this Mortgage and any other instrument to that effect deemed necessary or desirable.

E.

Assignment of Leases. The Mortgagor hereby assigns and pledges to the Bank, as further security for the payment of the Obligations, all existing and future Leases and Income. The Mortgagor shall, upon demand, deliver to the Bank the original or an executed copy of each such Lease. The Mortgagor grants to the Bank the right to (i) enter the Mortgaged Property and collect the Income with or without taking possession of the Mortgaged Property; (ii) with or without legal process, dispossess by usual summary proceeding any tenant defaulting in the performance of its obligations under its lease; (iii) let the Mortgaged Property or any part thereof; and (iv) apply the Income to the payment of any charges and expenses of the Mortgaged Property or to the repayment of the Obligations in such order and amounts as the Bank shall determine in its sole discretion. This assignment shall continue in effect until this Mortgage is paid in full and discharged of record; however, so long as there shall exist no Event of Default (hereinafter defined), the Mortgagor shall have a license to collect the Income as it becomes due, but not prior to accrual. Without the prior written consent of the Bank, the Mortgagor shall not enter into, or amend, modify or terminate, any Lease of the Mortgaged Property. If the Mortgagor requests the Bank's consent pursuant hereto, but if the Bank does not respond to such request within ten (10) business days of receipt by the Bank of the request, the Bank's consent shall be deemed to have been given. The Mortgagor shall not collect any of the rent from the Mortgaged Property in advance of the time when the same shall become due under any lease or tenancy arrangement or, in any event, more than one (1) month in advance. The provisions of this

Paragraph are for the sole benefit of the Bank and are not for the benefit of any other person or entity.

F.

Security Agreement. This Mortgage constitutes a security agreement under the Uniform Commercial Code and shall be deemed to constitute a financing statement. The Mortgagor hereby grants to the Bank a security interest in all equipment and fixtures and other personal property included in the Mortgaged Property, whether now owned or hereafter acquired, and all replacements of, substitutions for, and additions to, such property, and the Proceeds thereof. The Mortgagor shall, at the Mortgagor's own expense, execute, deliver, and file any financing or continuation statements or other security agreements the Bank may require from time to time, to perfect, confirm, and maintain the lien of this Mortgage with respect to such property. Without limiting the foregoing, the Mortgagor hereby irrevocably appoints the Bank (and any of its attorneys. officers, employees or agents) as the Mortgagor's true an d lawful attorney-in-fact, said appointment being coupled with an interest, with full power of substitution in the name of the Mortgagor, the Bank or otherwise, for the sole use and benefit of the Bank in its sole discretion but at the Mortgagor's expense, to exercise to the extent permitted by law, in its name or in the name of the Mortgagor or otherwise, the powers set forth herein, whether or not any of the Obligations are due (i) to execute, deliver or file financing statements and other agreements for or on behalf of the Mortgagor; (ii) to notify lessees under any Lease of the Bank's interest therein and require such lessees to pay all sums due thereunder to the Bank; and (iii) to correspond and negotiate directly with insurance carriers.

G.

Representations and Covenants.

1.

Payment and Performance. The Mortgagor shall pay and perform promptly as and when due (i) the Obligations in accordance with their stated terms and conditions; (ii) all obligations and liabilities under any Permitted Encumbrances (hereinafter defined); and (iii) all of its obligations as landlord under the Leases.

2.

Warranty of Title. The Mortgagor warrants to the Bank that the Mortgagor has good and marketable fee simple absolute title to the Mortgaged Property subject only to those exceptions to title which are more particularly described in the title report issued to the Bank and which exceptions are accepted by the Bank in connection with this transaction (the "Permitted Encumbrances"). The Mortgagor hereby covenants that the Mortgagor shall (i) preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to

2

the Bank against all lawful claims whatsoever excepting only those claiming under Permitted Encumbrances; and (ii) execute, acknowledge, and deliver all such further documents or assurances, cause to be done all such further acts as may at any time hereafter be required by the Bank to protect fully the lien of this Mortgage and pay all costs related thereto.

3.

Insurance. The Mortgagor hereby covenants to obtain and maintain at all times, throughout the term of this Mortgage, insurance covering the Mortgaged Property, in such amounts, on such forms and written by such companies, as the Bank may require from time to time. including (i) comprehensive general public liability insurance; (ii) an "All-Risk" policy covering damage due to fire and extended hazard insurance (together with vandalism and malicious mischief endorsements); (iii) if the Mortgaged Property is required or eligible to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, flood insurance; and (iv) business interruption or rental loss coverage. Each insurance policy required under this Paragraph shall be written or endorsed so as to (i) contain a standard mortgagee or lender's loss payable endorseme nt, as the case may be, or its equivalent; (Ii) make all losses and all returns of unearned premiums payable directly to the Bank, without contribution; (Iii) with respect to public liability coverage, name the Bank as an additional insured, as its interest may appear; and (iv) waive all rights of set off, counterclaim, deduction, or subrogation against the Mortgagor (so as not to interfere with the Bank's rights). Each insurance policy required under this Paragraph shall contain a provision to the effect that such policy shall not be canceled, altered, in any way limited in coverage, or reduced in amount unless the Bank is notified in writing at least thirty (30) days prior to such change. At least thirty (30) days prior to the expiration of any such policy, the Mortgagor shall furnish evidence satisfactory to the Bank that such policy has been renewed, replaced, or is no longer required by this Paragraph, together with proof of payment of any premiums then owing. At the request of the Bank, the Mortgagor s hall deliver all original insurance policies to the Bank. The Mortgagor shall not take out any separate or additional insurance with respect to the Mortgaged Property which is contributing in the event of loss, unless it is properly compatible with all of the requirements of this Paragraph.

4.

Taxes and Other Charges. The Mortgagor shall prepare and timely file all federal, state, and local tax returns required to be filed by the Mortgagor and promptly pay and discharge all taxes, assessments, water and sewer rents, and other governmental charges or claims of any kind imposed upon the Mortgagor. the Mortgaged Property, or on any of the Mortgagor's other property before the same shall become in default or become a lien upon such property except for those taxes, assessments, and other governmental charges then being contested in good faith by the Mortgagor by appropriate proceedings and for which the Mortgagor has maintained adequate reserves in the sole judgment of the Bank. The Mortgagor shall submit to the Bank, upon request, an affidavit signed by the Mortgagor certifying that all federal, state, and local tax returns have been filed to date and all real prope rty taxes, assessments, and other governmental charges with respect to the Mortgagor's properties have been paid to date.

5.

Escrows. The Mortgagor shall, if requested by the Bank. pay to the Bank at the time of each installment of principal and interest due under any of the Loan Documents, one twelfth (1/12) of the annual taxes and assessments levied or assessed against the Mortgaged Property and any premium for applicable insurance, as estimated by the Bank, from time to time, unless the Mortgagor demonstrates to the Bank that it is paying such taxes, assessment or insurance to a holder of a prior Permitted Encumbrance. Such payment shall be held by the Bank to be used by the Bank in payment of such taxes, assessments or insurance premium. If such escrow funds are not sufficient to pay such taxes and assessments, as the same become payable, the Mortgagor shall pay to the Bank, upon request, such additional amounts as the Bank shall estimate to be sufficient to make up any such deficiency. No a mount paid to the Bank hereunder shall be deemed to be trust funds but may be commingled with general funds of the Bank, and no interest shall be payable thereon. If the Mortgagor is not required to pay such tax escrows pursuant to this section, the Mortgagor shall provide to the Bank. not later than the last date such payment is due and payable without interest or penalty, official receipted tax bills, canceled checks, or other evidence satisfactory to the Bank evidencing that such taxes and assessments have been paid in a timely manner.

6.

Transfer of Title. Without the prior written consent of the Bank in each instance, which consent may be given or withheld in the Bank's sole discretion, the Mortgagor shall not voluntarily or involuntarily cause or permit, any transfer of the Mortgaged Property or any portion thereof, whether voluntary, involuntary, by operation of law, or otherwise, nor shall the Mortgagor enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Mortgaged Property. A "transfer" of the Mortgaged Property includes (i) the direct or indirect sale. transfer or conveyance of the Mortgaged Property or any portion thereof or interest therein; (ii) the execution of an installment sale contract or similar instrument affecting all or a portion of the Mortgaged Property; (iii) the transfer (whether in one transaction or a series of transact ions) of stock, partnership or other ownership interests constituting a controlling interest in the Mortgagor (if the Mortgagor is a partnership. joint venture, limited liability company or corporation); and (iv) a lease or leases which, separately or in the aggregate, cover cumulatively more than twenty percent (20%) of the usable space on the Mortgaged Property.

7.

No Liens; Removal of Fixtures. At no time during the term of this Mortgage shall the Mortgagor create or suffer to exist any mortgage, lien, security interest, encumbrance, attachment, levy, distraint, or other judicial process or burden of any kind on the Mortgaged Property or any part thereof, whether superior or inferior to the lien of this Mortgage, without the prior written consent of the Bank, which consent may be given or withheld in the Bank's sole discretion. The Mortgagor shall not remove or suffer to be removed from the Mortgaged Property any fixtures presently or in the future located on the Mortgaged Property (unless such fixtures have been replaced with similar fixtures of equal or greater utility and value).

8.

Maintenance and Repair; Compliance with Laws. The Mortgaged Property shall, at the Mortgagor's own cost and expense, be kept and maintained in good repair, working order, and condition, and in compliance with all applicable laws, ordinances, codes, rules and regulations (collectively, "Legal Requirements") of any federal, state or local governmental entity or authority having jurisdiction (collectively "Governmental Authorities"). The Mortgagor agrees to comply, and to cause its tenants to comply with all Legal Requirements made or promulgated by any Governmental Authority now or hereafter applicable to the Mortgaged Property. The Mortgagor shall from time to time make, or cause to be made, all necessary and proper repairs and replacements required under Legal Requirements, the Leases, or otherwise required to keep the Mortgaged Property in good conditi on and the Mortgagor shall abstain from and shall not permit the commission of waste on or about the Mortgaged Property. The Mortgagor shall not remove, demolish, materially alter, or discontinue the use of the

Mortgaged Property, or permit the Mortgaged Property to become vacant, deserted, or unguarded. The Bank shall have the right, but not the obligation, to enter upon and inspect the Mortgaged Property at any reasonable hour.

9.

Damage, Destruction and Condemnation. If all or any part of the Mortgaged Property shall be partially or totally damaged or destroyed, or if title to or the use of the whole or any part of the Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, then (i) there shall be no abatement or reduction in the amounts payable by the Mortgagor under the Loan Documents. and the Mortgagor shall continue to be obligated to make such payments; (ii) the Mortgagor shall immediately give notice thereof to the Bank in accordance with the terms of this Mortgage; (Iii) the Mortgagor hereby authorizes and directs any affected insurance company or condemning authority to make payment of such proceeds directly to the Bank as its interest appears; and (iv) the Mortgagor hereby authorizes and empowers the Bank to settle, adjust or compromise, any c laims for loss, Damage, destruction to or condemnation of the Mortgaged Property. The Mortgagor shall pay all costs of collection of insurance proceeds payable on account of such damage or destruction. The Mortgagor shall, at its sole cost and expense, diligently prosecute any condemnation proceeding and shall consult with the Bank, its attorneys, and experts and cooperate with it in the defense of any such proceedings. The Bank shall have the right, in any condemnation proceedings, to do or refrain from doing whatever it deems necessary or convenient. The Mortgagor shall have no claim against the insurance proceeds or condemnation proceeds, or be entitled to any portion thereof, and all rights to insurance or condemnation proceeds are hereby assigned to the Bank to the extent of the Obligations as remain unpaid. The Bank shall have the option, in its sole discretion. of paying or applying all or any part of the insurance proceeds or condemnation proceeds payable to the Bank hereunder to (i) reduction of the Obligations; (ii) restoration, replacement and rebuilding of the Mortgaged Property or (iii) payment to the Mortgagor.

10.

Required Notices. The Mortgagor shall immediately notify the Bank of (i) the receipt of notice from any Governmental Authority relating to the Mortgaged Property or alleging a violation of Legal Requirements; (Ii) a substantial change in the occupancy or use of all or any part of the Mortgaged Property; (iii) the receipt of any notice from the holder of any Permitted Encumbrance; (iv) the commencement of any litigation affecting or potentially affecting in a material and adverse way the financial condition of the Mortgagor or the value of the Mortgaged Property; or (v) the discovery, discharge or release for which the Mortgagor is or may be responsible under Applicable Environmental Laws (hereinafter defined).

11.

Financial Statements. Mortgagor shall so provide (a) if such Mortgagor is an individual, at least once during each period of twelve (12) consecutive months, a personal financial statement of such Mortgagor for a year ending not more than sixty (60) days earlier, in reasonable detail and certified by such Mortgagor to be complete and accurate and (b) if such Mortgagor is not an individual. (i) promptly copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or other owners and of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation, (ii) within sixty (60) days after the end of each of its first three fiscal quarters, consolidating and consolidated statements of income and cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end, (iii) within ninety (90) days after the end of each fiscal year, consolidating and consolidated statements of such Mortgagor's income and cash flows and its consolidating and consolidated balance sheet as of the end of such fiscal year. setting forth comparative figures for the preceding fiscal year and to be __ audited __ reviewed __ compiled by an

3

independent certified public accountant acceptable to the Mortgagee, all such statements to be certified by such Mortgagor's chief financial officer or partner to be correct and in accordance with such Mortgagor's records and to present fairly the results of such Mortgagor's operations and cash flows and its financial position at year end in conformity with generally accepted accounting principles, and (iv) with each statement of income, a certificate executed by such Mortgagor's chief executive and chief financial officers or managing partners (A) stating that the signers of the certificate have reviewed this Mortgage and the operations and condition (financial or other) of such Mortgagor and any subsidiaries during the relevant period and (B) stating that no Event of Default occurred during the period, or if an Event of Default did occur, describing its nature, th e daters) of its occurrence or period of existence and what action such Mortgagor has taken with respect thereto. If no box is checked above, Mortgagor shall supply financial reports immediately upon the Mortgagee's request in the form and number of copies and at the times satisfactory to the Mortgagee. The Mortgagor shall keep and maintain complete and accurate books and records and shall permit representatives or agents of the Bank to examine and audit the Mortgagor's (and its parent's and subsidiaries', if applicable) books, records and financial information and to inspect the Mortgagor's facilities and properties. Promptly upon request of the Bank the Mortgagor shall supply, or cause to be supplied, any additional information respecting the operations, financial or otherwise, of the Mortgagor, each Obligor and shall use its best efforts to cause each lessee of the Mortgaged Property or any material portion thereof as the Bank may from time to time reasonably request. The Mortgagor shall prepare and timel y file all federal, state and local tax returns required to be filed by the Mortgagor and shall submit to the Bank a copy of its federal tax return immediately after filing same with the Internal Revenue Service. The Mortgagor shall furnish to the Bank, at its request, certified rent rolls and leases, as applicable, with respect to the Mortgaged Property within ninety (90) days after the end of each fiscal year.

H.

Environmental Representations and Covenants.

1.

Applicable Environmental Laws.

a.

The term "Applicable Environmental Laws" means (i) all Legal Requirements of any Governmental Authority pertaining to the preservation or enhancement of the quality of the environment or regulating or restricting the use, transfer, storage, disposal, release, discharge, production or remediation of any substance or material deemed by such Governmental Authority to be hazardous to the environment; (ii) any and all laws, regulations, and executive orders, whether federal, state or local, pertaining to environmental matters, as the same may now exist or hereafter exist or be amended or supplemented from time to time. Any terms mentioned in this Mortgage which are defined in any Applicable Environmental Law shall have the meanings ascribed to such terms in said laws; provided, however, that if any of such laws are amended so as to broaden any term defined therein, such broader meaning shall apply subsequent to the effective date of such amendment.

b.

The Mortgagor represents and warrants that neither the Mortgagor nor the Mortgaged Property are in violation of any Applicable Environmental Law, or subject to any existing, pending, or threatened investigation or inquiry by any Governmental Authority pertaining to an alleged violation of any Applicable Environmental Law.

2.

Covenants. The Mortgagor shall not cause or permit the Mortgaged Property to be in violation of, or do anything which would subject the Mortgagor or the Mortgaged Property to any remedial obligations under, any Applicable Environmental Law, and shall promptly notify the Bank in writing of any existing, pending, or threatened investigation or inquiry by any Governmental Authority in connection with any Applicable Environmental Law:

a.

The Mortgagor shall immediately take all steps necessary to determine whether hazardous materials have been disposed of or otherwise released or discharged on, from or affecting the Mortgaged Property;

b.

The Mortgagor will not install, suffer, or permit in the Mortgaged Property any substance deemed hazardous by federal or state regulations.

c.

If any such materials are found to be present in the Mortgaged Property, the Mortgagor agrees to remove the same promptly upon discovery at its sole cost and expense;

d.

The Mortgagor shall duly file or cause to be duly filed with all Governmental Authorities having jurisdiction such reports or information returns as may be required or appropriate under all Applicable Environmental Laws;

e.

If any lien or judgment shall be filed with respect to the Mortgaged Property arising from a violation of Applicable Environmental Laws, then the Mortgagor shall, within thirty (30) days from the date that the Mortgagor is given notice of such lien or judgment (or within such shorter period of time if any Governmental Authority has commenced steps to have the Mortgaged Property sold), pay the claim and remove the lien from the Mortgaged Property;

f.

If there shall occur any releasing, spilling, leaking, pumping, pouring, emitting, emptying, or dumping of hazardous materials on, from or affecting the Mortgaged Property, or otherwise caused or permitted by the Mortgagor in violation of Applicable Environmental Laws, the Mortgagor shall promptly clean it up in accordance with the provisions of all Applicable Environmental Laws and to the satisfaction of the Bank; and

3.

Right to Inspect and Cure. The Bank shall have the right to conduct or have conducted by its agents or contractors such environmental inspections, audits, and testing as the Bank shall deem necessary or advisable from time to time at the sole cost and expense of the Mortgagor. The cost of such tests shall be added to the Obligations and shall be secured by this Mortgage. If the Mortgagor fails to comply with any Applicable Environmental Law, then the Bank may, at its sole discretion, in addition to any of its other remedies under this Mortgage, cause the Mortgaged Property to be in compliance with such laws and the cost of such compliance shall be added to the sums secured by this Mortgage and shall bear interest at the Default Rate (hereafter defined).

4.

Environmental Easement. The Mortgagor hereby grants and conveys to the Bank an irrevocable easement to enter on and upon the Mortgaged Property at any time and from time to time for the purpose of making such audit tests, inspections, and examinations, including subsurface exploration and testing, as the Bank deems necessary, convenient, or proper to determine whether the ownership, use, and operation of the Mortgaged Property and the conduct of the activities engaged in thereon are in compliance with federal, state, and local environmental laws, rules, and regulations. The Bank, or its designated agents, shall have the right to inspect and copy all of the Mortgagor's records relating to environmental matters and to enter all buildings or facilities of the Mortgagor for such purpose. In confirmation of the Bank's right to inspect and copy all of the Mortga gor's records relating to environmental matters

and to secure the Mortgagor's obligations to the Bank in connection with the Loan Documents, and under this Environmental Inspection Easement, the Mortgagor hereby grant to the Bank a continuing security interest in and to all of the Mortgagor's existing and future records with respect to environmental matters, whether or not located at the Mortgaged Property or elsewhere, whether or not in the possession of the Mortgagor or some third party (including any federal, state, or local agency or instrumentality), and whether or not written, photographic, or computerized, and the proceeds and products thereof. The Bank, or its designated agent, may interview any or all of the Mortgagor's agents and employees regarding environmental matters, including any consultants or experts retained by the Mortgagor, all of whom are directed to discuss environmental issues fully and ope nly with the Bank or its designated agent and to provide such information as may be requested. All of the costs and expenses incurred by the Bank with respect to the audits, tests, inspections, and examinations which the Bank may conduct, including the fees of the engineers, laboratories, and contractors, shall be paid by the Mortgagor. The Bank may, but shall not be required to, advance such costs and expenses on behalf of the Mortgagor. All sums so advanced shall bear interest at the highest rate provided with respect to the Loan Documents.

a.

The easement granted hereby shall exist and continue until such time as all sums owed by the Mortgagor to the Bank in connection with the Loan Documents or otherwise have been repaid in full and the mortgage granted to the Bank to secure the Loan Documents has been released of record. A release of this Mortgage shall evidence a termination of the easement.

b.

The Mortgagor acknowledges that no adequate remedy at law exists for a violation of the easement granted hereby by equitable writ or decree, including temporary and preliminary injunctive relief. In the event the Bank is required to enforce it hereunder the Mortgagor shall pay all of the Bank's costs and expenses in connection therewith, including all attorney's fees incurred by the Bank.

c.

This easement shall be assignable and shall be considered assigned to whomever holds the indebtedness secured by the mortgage.

d.

The exercise of the rights granted hereunder shall not constitute the Bank a "mortgagee in possession" with respect to the Mortgaged Property.

e.

This easement is intended to be and shall be construed as an interest in the Mortgaged Property and as an easement in gross. It is not intended to be a personal right of the Bank or a mere license.

I.

Indemnification. The Mortgagor hereby agrees to and does hereby indemnify, protect, defend, and hold harmless the Bank, and any entity which "controls" the Bank, within the meaning of Section 15 of the Securities Act of 1933, as amended, any member, officer, director, official, agent, employee, or attorney of the Bank, and their respective heirs, successors, and assigns (collectively the "Indemnified Parties"), from and against any and all losses,

4

damages, expenses, or liabilities of any kind or nature, and from any suits, claims, or demands, including counsel fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with the Loan Documents or the transactions contemplated therein (unless determined by a final judgment of a court of competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of the Indemnified Parties). In case any action shall be brought against the Bank or any other Indemnified Party in respect to which indemnity may be sought against the Mortgagor, the Bank or such other Indemnified Party shall promptly notify the Mortgagor; provided however, that the failure to so notify the Mortgagor shall not relieve the Mortgagor of any liability it may have und er these indemnification provisions or from any liability which it may otherwise have to the Bank or such other Indemnified Party. Promptly following such notification, the Mortgagor shall assume the defense thereof, including the employment of counsel selected by the Mortgagor and satisfactory to the Bank or such other Indemnified Party, and the payment of all costs and expenses relating thereto. The Bank shall have the right, at its sole option, but at the Mortgagor's sole cost and expense, to employ separate counsel in any such action and to participate in the defense thereof. The Mortgagor shall not be liable for any settlement of any such action unless the Mortgagor consents, which consent shall be reasonably given, but if settled with the Mortgagor's consent, or if there be a final judgment for the claimant in any such action, the Mortgagor agrees to indemnify and hold harmless the Bank from and against any loss or liability by reason of such settlement or judgment. The provisions of this Section shall survive the repayment of the Obligations.

J.

No Release; No Waiver. Any extension of the time for payment, or any modification of the amortization of the sums secured by this Mortgage or any release of any Obligor or all or any part of the Mortgaged Property, granted by the Bank to the Mortgagor or any other Obligor shall not operate to release the liability of the Mortgagor, any other Obligor under the terms of the Loan Documents or this Mortgage or any other collateral for the Obligations. Any forbearance by the Bank in exercising any right or remedy hereunder or otherwise afforded by applicable law shall not be a waiver of, or preclude the exercise of, any right or remedy.

K.

Events of Default. The occurrence of anyone of the following shall constitute an event of default ("Event of Default") under this Mortgage:

1.

Breach. A breach by the Mortgagor or any Obligor of any term, obligation, provision, covenant, representation or warranty, arising under (i) this Mortgage or any other Loan Document, including failure to pay when due (whether at stated maturity, by acceleration or otherwise) the Obligations or any portion thereof or there occurs any event which after notice or lapse of time, or both, will permit such acceleration; (ii) any present or future agreement with or in favor of the Bank or any Affiliate, including the failure to make any payment when due (whether at stated maturity, by acceleration or otherwise) or any portion thereof or there occurs any event which after notice or lapse of time, or both, will permit such acceleration; or (iii) any present or future agreement or instrument for borrowed money or other financial accommodations with any person or entity;

2.

Bankruptcy; Insolvency. (i) The Mortgagor or any Obligor commences any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state, or local statute, or any dissolution or liquidation proceeding, or makes a general assignment for the benefit of creditors, or takes any action for the purpose of effecting any of the foregoing; (ii) any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state or local statute, or any dissolution or liquidation proceeding, is involuntarily commenced against or in respect of the Mortgagor or any Obligor and such involuntary petition is not dismissed within 30 days or an order for relief is entered in any such proceeding; (iii) the appointment, or the filing of a p etition seeking the appointment, of a custodian, receiver, trustee, or liquidator for the Mortgagor or any other Obligor or any of its property, or the taking of possession of any part of the property of the Mortgagor or any other Obligor at the instance of any governmental authority; or (iv) the Mortgagor or any other Obligor becomes insolvent (however defined), is generally not paying its debts as they become due, or has suspended transaction of its usual business;

3.

Death; Reorganization. The death or incompetence (if an individual) or the dissolution, merger, consolidation, or reorganization of the Mortgagor or any other Obligor;

4.

Material Misstatement. Any statement, representation or warranty made in or pursuant to this Mortgage or any other Loan Document or to induce the Bank to accept this Mortgage or to enter into or accept any other Loan Document shall prove to be untrue or misleading in any material respect or, if upon the date of execution of this Mortgage, 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;

5.

Additional Debt; Granting of Security Interest. The Mortgagor or any Obligor (i) incurs or assumes additional debt other than debt incurred for normal consumer purposes, debt to the Bank or an Affiliate or trade debt in the ordinary course of its business; or (i1) creates, permits or grants any lien or security interest in any of its property on which the Bank has a lien or security interest;

6.

Entry of Judgment. The filing, entry, or issuance of any judgment, execution, garnishment, attachment, distraint, or lien against the Mortgagor or any Obligor or its property; the entry of any order enjoining or restraining the Mortgagor or any Obligor or restraining or seizing any property of the Mortgagor or any Obligor or the Mortgagor or any Obligor is convected of a felony;

7.

Transfer of Assets. The Mortgagor transfers all or any part of the Mortgaged Property or the Mortgagor or any other Obligor transfers or sells all or substantially all of its assets, without the prior written consent of the Bank;

8.

Loan Documents. Any Loan Document ceases to be in full force and effect or the validity or enforceability thereof is contested by any Obligor or any representative thereof; or

9.

Pension Plan; Change in Management. Any pension plan of any Mortgagor or Obligor 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 any Mortgagor's or Obligor's ability to repay its debts; there occurs any change in the management of any Mortgagor or Obligor which is, in the opinion of the Bank materially adverse to its interest and which remains uncorrected for thirty (30) days after the Bank notifies the Mortgagor or the respective Obligor of its opinion.

L.

Remedies. Upon and following the occurrence of an Event of Default:

1.

Advances. The Bank shall have the right, at its election, but not the obligation, to make any payment or expenditure and to take any action which the Mortgagor should have made or taken or which the Bank deems

advisable to protect the security of this Mortgage or the Mortgaged Property. Such action shall be without prejudice to any of the Bank's rights or remedies available under this Mortgage or the other Loan Documents or otherwise at law or in equity. All such sums, as well as costs and expenses, advanced by the Bank shall be immediately due from the Mortgagor to the Bank, shall become part of the Obligations secured by this Mortgage and the other Loan Documents, and shall bear interest (including after any judgment obtained on account of any of the Obligations) at the applicable rate provided in the Loan Documents in effect after maturity or default (the "Default Rate") until repayment in full to the Bank. The Mortgagor agrees that all of the Obligations and other obligations of the Mortgagor to the Bank under the Loan Documents, including obligations to r eimburse the Bank for advances, shall survive the entry of any judgment lien on account of the Obligations or any judgment in mortgage foreclosure, whether such obligations arise before or after the entry of judgment.

2.

Other Remedies. The Bank shall have the right, at its election, to take anyone or more of the following actions: (i) to declare all the Obligations secured by this Mortgage to be immediately due and payable (except that upon the occurrence of any Event of Default described in Paragraph K(2), such Obligations shall automatically be due and payable without notice or demand); (Ii) to obtain judgment for the Obligations together with interest on such judgment at the Default Rate until payment in full is received by the Bank and to obtain execution upon the Mortgaged Property or other property of the Mortgagor on account of such judgment; (i1i) to obtain possession of the Mortgaged Property and (with or without obtaining possession) to enforce the Leases, collect the Income and rent the Mortgaged Property, either in its name or in the name of the owner, and apply the Income and rents, at the Ba nk's option, to the payment of any charges and expenses of the Mortgaged Property in such order and amounts as the Bank in its sole discretion may determine, being accountable only for such rents and profits collected by it while in possession; (iv) to foreclose this Mortgage; (v) to obtain appointment of a receiver of the Mortgaged Property without the necessity of proving either inadequacy of the security or insolvency of the Mortgagor or any other Obligor, and the Mortgagor and each such person waive such proof and consent to the appointment of such receiver; (vi) to apply on account of the Obligations, in any order and amounts as the Bank may determine and whether or not a deficiency action shall have been instituted, any unexpended money still retained by the Bank that was paid by the Mortgagor to the Bank for the payment of, or as security for the payment of, taxes, assessments, municipal or governmental rates, charges, impositions, liens, water or sewer rents, or insurance premiums, if any, or in orde r to secure the performance of some act by the Mortgagor; (vii) to collect from the Mortgagor monthly, in advance, so long as the Mortgagor remains in possession of all or any part of the Mortgaged Property, the fair and reasonable market value for the Mortgagor's use and occupation of the Mortgaged Property; or (viii) to exercise all rights of a secured party under the Uniform Commercial Code. If the Obligations, as evidenced by a single note or other written instrument shall exceed the amount secured by this Mortgage, or as evidenced by a combination of same that singularly or in any part collectively may be less than said secured amount but combined exceed said secured amount, the Bank, in any foreclosure hereof, shall

5

have the right to sue and collect the excess in the same action as commenced for the foreclosure hereof, and recover a money judgement for said excess with all the rights attendant thereto, including the issuance of an execution to the Sheriff for collection thereof, and Mortgagor and any Obligor hereby waives any defense based upon a claim that in doing so, the Bank is splitting its cause of action if it seeks to foreclose this Mortgage for part of the Obligations and recover at law for another part.

3.

Confession of Judgment for Possession. THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF AUTHORITY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST THE MORTGAGOR. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST THE MORTGAGOR, THE MORTGAGOR HEREBY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY, AND ON ADVICE OF SEPARATE COUNSEL OF THE MORTGAGOR, UNCONQITIONALLY WAIVES ANY AND ALL RIGHTS THE MORTGAGOR HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

FOR THE PURPOSE OF OBTAINING POSSESSION OF THE MORTGAGED PROPERTY UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR MORTGAGOR, AS WELL AS FOR THE PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR AND ALL PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, IN FAVOR OF THE BANK FOR THE RECOVERY BY THE BANK OF POSSESSION OF THE MORTGAGED PROPERTY, FOR WHICH THIS MORTGAGE (OR A COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE A SUFFICIENT WARRANT; WHEREUPON A WRIT OF POSSESSION OFTHE MORTGAGED PROPERTY MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT STAY OF EXECUTION, MORTGAGOR HEREBY RELEASING AND AGREEING TO RELEASE THE BANK AND ANY SUCH ATTORNEY FROM ALL PROCEDURAL ERRORS AN D DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR JUDGMENT OR IN CAUSING SUCH WRIT OR PROCESS TO BE ISSUED OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, PROVIDED THAT THE BANK SHALL HAVE FILED IN SUCH ACTION AN AFFIDAVIT MADE ON THE BANK'S BEHALF SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE ENTRY OF SUCH JUDGMENT ACCORDING TO THE TERMS OF THIS INSTRUMENT, OF WHICH FACTS SUCH AFFIDAVIT SHALL BE PRIMA FACIE EVIDENCE. IT IS HEREBY EXPRESSLY AGREED THAT IF FOR ANY REASON AFTER ANY SUCH ACTION HAS BEEN COMMENCED, THE SAME SHALL BE DISCONTINUED, MARKED SATISFIED OF RECORD, OR BE TERMINATED, OR POSSESSION OF THE MORTGAGED PROPERTY REMAIN IN OR BE RESTORED TO MORTGAGOR OR ANYONE CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, THE BANK MAY, WHENEVER AND AS OFTEN AS THE BANK SHALL HAVE THE RIGHT TO TAKE POSSESSION AGAIN OF THE MORTGAGED PROPERTY, BRING ONE OR MORE FURTHER ACTIONS IN THE MANNER HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY AND TO CONFESS JUDGMENT THEREIN AS HEREINABOVE PRO VIDED, AND THE AUTHORITY AND POWER ABOVE GIVEN TO ANY SUCH ATTORNEY SHALL EXTEND TO ALL SUCH FURTHER ACTIONS IN EJECTMENT AND CONFESSION OF JUDGMENT THEREIN AS HEREINABOVE PROVIDED WHETHER BEFORE OR AFTER AN ACTION OF MORTGAGE FORECLOSURE IS BROUGHT OR OTHER PROCEEDINGS IN EXECUTION ARE INSTITUTED UPON THIS MORTGAGE OR ANY INSTRUMENT THEN EVIDENCING ANY OF THE OBLIGATIONS, AND AFTER JUDGMENT THEREON OR THEREIN AND AFTER A JUDICIAL SALE OF THE MORTGAGED PROPERTY.

4.

Uniform Commercial Code Disposition. With respect to that portion of the Mortgaged Property governed by the Uniform Commercial Code, the Bank shall have the right, upon five (5) calendar days' prior written notice to the Mortgagor (or one (1) day notice by telephone with respect to Mortgaged Property that is perishable or threatens to decline rapidly in value}, which the Mortgagor hereby acknowledges to be sufficient, commercially reasonable and proper, to sell, lease or otherwise dispose of any or all of the Mortgaged Property at any time and from time to time at public or private sale, with or without advertisement thereof, and apply the proceeds of any such sale first to the Bank's expenses in preparing the Mortgaged Property for sale (including reasonable attorneys' fees) and second to the complete satisfaction of the Obligations. The Mortgagor waives the benefit of any marshaling doct rine with respect to the Bank's exercise of its rights hereunder. The Mortgagor grants a royalty-free license to the Bank for all patents, service marks, trademarks, trade names, copyrights, computer programs and other intellectual property and proprietary rights to permit the Bank to exercise all rights granted to the Bank under this Paragraph. The Bank or anyone else may be the purchaser of any or all of the Mortgaged Property so sold and thereafter hold such Mortgaged Property absolutely, free from any claim or right of whatsoever kind, including any equity of redemption of the Mortgagor, any such notice, right or equity of redemption being hereby expressly waived and released.

5.

No Marshaling. In the event of a foreclosure or other judicial sale of the Mortgaged Property, the Mortgaged Property may be sold in one or several parcels in any order the Bank, in its sole discretion, may determine and without regard to principles of marshaling.

6.

Remedies Cumulative; No Waiver. The rights, powers and remedies hereunder and under the other Loan Documents and cumulative and concurrent, and are not exclusive of any other rights, powers or remedies available to the Bank. No failure or delay on the part of the Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

7.

Continuing Enforcement of the Loan Documents. If, after receipt of any payment of all or any part of the Obligations, the Bank is compelled or agrees, for settlement purposes, to surrender such payment to any person or entity for any reason, then this Mortgage and the other Loan Documents shall continue in full force and effect or be reinstated, as the case may be. The provisions of this Paragraph shall survive the termination of this Mortgage and the other Loan Documents and shall be and remain effective notwithstanding the payment of the Obligations, the release of any security interest, lien or encumbrance securing the Obligations or any other action which the Bank may have taken in reliance upon its receipt of such payment.

8.

Right of Setoff. The Bank shall have the right to set off against the Obligations any property held in a deposit or other account with the Bank or any of its Affiliates or otherwise owing by the Bank or any of its Affiliates in any capacity to Mortgagor or any Obligor. Such set-off shall be deemed to have been exercised immediately at the

time the Bank or such Affiliate elect to do so.

M.

Miscellaneous.

1.

Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Mortgagor (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 Mortgagor'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). For any notice under 42 Pa C.S.A. §8143 being delivered by personally delivery, such personally delivered n otice must be delivered to the Bank at: M&T Bank, One M&T Center, Fountain Plaza, Buffalo, New York, attn: Collateral and Documentation Department. Notice bye-mail is not valid notice under this or any other agreement between Mortgagor and the Bank.

2.

Costs, Expenses and Professional Fees. Whether or not the transactions contemplated by this Mortgage or any of the other Loan Documents are fully consummated, the Mortgagor shall promptly pay (or reimburse, as the Bank may elect) all costs and expenses which the Bank has incurred or may hereafter incur in connection with the negotiation, preparation, reproduction, interpretation, perfection, protection of the Mortgaged Property, administration and enforcement of this Mortgage or any of the other Loan Documents, the collection of all amounts due under the Loan Documents, and all amendments, modifications, consents or waivers, if any, to the Loan Documents. Such costs and expenses shall include, without limitation, the fees and disbursements of counsel to the Bank (including the Bank's in-house counsel), the costs of appraisals, searches of public records, costs of filing and recording docum ents with public offices, internal or external audit or examination fees and costs, stamp, excise and other taxes, the fees of the Bank's accountants, consultants or other professionals, costs and expenses from any actual or attempted sale of all or any part of the Mortgaged Property, and for the care and preparation for sale of the Mortgaged Property (including insurance costs) and defending and asserting the rights and claims of the Bank in respect thereof, by litigation or otherwise. The Mortgagor's reimbursement obligations under this Paragraph shall survive any termination of the Loan Documents. Costs, expenses and fees shall accrue interest at the highest default rate set forth in the respective Loan Documents evidencing the Obligations from the date of demand until payment is actually received by the Bank. Each such cost, expense and fees and any interest thereon shall constitute part of the Obligations and be secured by this Mortgage and may be added to the judgment in any suit brought by the Bank ag ainst Mortgagor on this Mortgage.

6

3.

Governing Law and Jurisdiction. This Mortgage 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 Mortgage will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. MORTGAGOR 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 MORTGAGOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS MORTGAGE WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST MORTGAGOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF MORTGAGO R WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Mortgagor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Mortgagor. Mortgagor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Mortgage.

4.

Integration; Amendment. This Mortgage and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No amendment of this Mortgage, and no waiver of anyone or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No single, partial or delayed exercise by the Bank of any right or remedy shall preclude full and timely exercise by the Bank at any time of any right or remedy of the Bank without notice or demand, at the Bank's sole option.

5.

Successors and Assigns. This Mortgage (i) shall be binding upon the Mortgagor and the Bank and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; and (ii) shall inure to the benefit of the Mortgagor and the Bank and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; provided, however, that the Mortgagor may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Bank, and any such assignment or attempted assignment by the Mortgagor shall be void and of no effect with respect to the Bank. The Bank may from time to time sell or assign, in whole or in part, or grant participation in some or all of the Loan Documents or the obligations evidenced thereby. The Mortgagor authorizes the Bank to provide information concerning the Mortgagor to any prospective purchaser, assignee or participant.

6.

Severability and Consistency. The illegality, unenforceability or inconsistency of any provision of this Mortgage or any instrument or agreement required hereunder shall not in anyway affect or impair the legality, enforceability or consistency of the remaining provisions of this Mortgage or any instrument or agreement required hereunder. The Loan Documents are intended to be consistent. However, in the event of any inconsistencies among any of the Loan Documents, such inconsistency shall not affect the validity or enforceability of any Loan Document. The Mortgagor agrees that in the event of any inconsistency or ambiguity in any of the Loan Documents, the Loan Documents shall not be construed against anyone party but shall be interpreted consistent with the Bank's policies and procedures. In this Mortgage, the singular includes the plural and the plural the singular; references to statute s and rules are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Agreement unless otherwise indicated.

7.

Joint and Several Liability. In the event that the Mortgagor consists of more than one person or entity, the obligations hereunder (including performance obligations) of each such person or entity shall be joint and several and the word "Mortgagor" means each of them, any of them or all of them.

8.

Judicial Proceeding; Waivers.

THE MORTGAGOR AND THE BANK ACKNOWLEDGE AND AGREE THAT (i) ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY THE BANK OR THE MORTGAGOR OR ANY SUCCESSOR OR ASSIGN OF THE BANK OR THE MORTGAGOR, ON OR WITH RESPECT TO THIS MORTGAGE, ANY OTHER LOAN DOCUMENT, THE MORTGAGED PROPERTY OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY AND EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY; (Ii) EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; AND (iii) THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS MORTGAGE AND THE BANK WOULD NOT EXTEND CREDIT TO THE MORTGAGOR IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS MORTGAGE.

IN WITNESS WHEREOF, the Mortgagor, intending to be legally bound hereby, has executed and sealed this Mortgage on the day and year first above written.

BLUE RIDGE REAL ESTATE COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President and Treasurer

CORPORATE ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA, COUNTY OF CARBON, SS.:

On the 15th day of June, in the year 2007, 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 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

My commission expires

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Pubic

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31, 2009

Member, Pennsylvania Association of Notaries

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SCHEDULE A

ATTACH LEGAL DESCRIPTION OF MORTGAGED PROPERTY:

EX-10

M & T BANK

NORTHEAST LAND COMPANY MORTGAGE

Pennsylvania

I hereby certify that the address

Record and Return to:

of the Mortgagee is:

M & T BANK

Manufacturers and Traders Trust Company

Collateral and Documentation Department

One M & T Plaza

P.O. Box 1358

Buffalo, New York 14240

Buffalo, NY 14240

Attn: General Counsel's Office

/s/ JOSEPH E. KLUGER, ESQUIRE

On behalf of Mortgagee

THIS IS AN OPEN·END MORTGAGE

SECURING FUTURE ADVANCES UP TO

A MAXIMUM PRINCIPAL AMOUNT OF

$ 5,000,000.00

PLUS ACCRUED

INTEREST AND OTHER INDEBTEDNESS

AS DESCRIBED IN 42.PA. C.S.A.§8143

THIS MORTGAGE, ASSIGNMENT OF LEASES, and SECURITY AGREEMENT (this "Mortgage") dated June 15,2007, is made by Northeast Land Company, a Pennsylvania corporation whose address is Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610-0707 (the "Mortgagor") in favor of MANUFACTURERS AND TRADERS TRUST COMPANY (the "Bank"), a New York banking corporation with banking offices at One M & T Plaza, Buffalo, New York 14240 Attention: Office of General Counsel

A.

  Obligations Secured. This Mortgage is executed, acknowledged and delivered by the Mortgagor to secure and enforce the following obligations and liabilities:

1.

Present and Future Obligations. ANY AND ALL PRESENT AND FUTURE OBLIGATIONS AND INDEBTEDNESS OF EVERY KIND AND DESCRIPTION OF THE MORTGAGOR TO THE BANK OR ANY AFFILIATE (as herein defined), including all indebtedness and obligations for the payment of money now existing or arising in the future, direct or indirect, absolute, absolute or contingent (including those arising by operation of law), due or to become due, contractual or tortious, liquidated or unliquidated, now or hereafter owing by the Mortgagor or any Obligor to the Bank, or its successors or assigns, or its Affiliates, whether or not allowed as a claim against the Mortgagor in bankruptcy, all extensions, renewals, refinancings, modifications and replacements and all interest and related charges, and reinstated Obligations, fees, late fees, expenses, attorneys' fees and costs or allocated fees and costs of the Bank's in-house le gal counsel, that have been or may hereafter be contracted or incurred (collectively, the "Obligations"); and

2.

Performance; Loan Documents. The performance of all of the terms, covenants, conditions, agreements, obligations and liabilities of the Mortgagor or any Obligor under this Mortgage or any and all credit accommodations, loan agreements, notes, guaranties and any other agreements and documents, now or hereafter existing, creating, evidencing, guarantying, securing or relating to any or all of the Obligations, together with all amendments, modifications, substitutions, renewals or extensions thereof(all of the foregoing collectively referred to as the "Loan Documents").

The Obligations secured by this Mortgage were obtained solely for the purpose of carrying on or acquiring a business or commercial investment and not for residential, consumer or household purposes. If the Obligations are residential, consumer or household in nature, then the Confession of Judgment in Paragraph L (3) is not applicable. This Mortgage secures payment of any and all of the Obligations, but the maximum principal amount of the Indebtedness secured, or which by any contingency may be secured hereby, is the amount first stated above and if the amount of the Obligations outstanding at any time exceeds said maximum amount secured, all payments in reduction of the Obligations shall be applied first to such excess not secured hereby and the lien of this Mortgage shall continue until all Obligations secured hereby, including outstanding contingent liabilities, if any, are finally and irrevocably paid in fu ll.

B.

  Definitions. As used herein, the following terms shall have the following meanings:

1.

Affiliate. The term "Affiliate" means M& T Bank Corporation and any of its direct and indirect affiliates and subsidiaries.

2.

Obligor. The term "Obligor" means the Mortgagor and each and every other maker, endorser, guarantor or surety of or for the Obligations, and any other party granting a security interest or other lien or encumbrance on any of its property to secure the Obligations. If the name of the person(s) or entity(ies) inserted in the space at the end of this paragraph is different from the name of Mortgagor identified on page one of this Mortgage, then this Mortgage has also been granted to the Bank to secure, in part, one or more guaranties of the following person(s) or entity(ies) or the Mortgagor has granted the Mortgage to the Bank to secure, in part, the following person's or entity's obligations to the Bank without a guaranty, and the term "Obligor" shall also include the following person(s) or entity(ies): Northeast Land Co., BBC Holdings, Inc., BRRE Holdings, Inc., Big Bou lder Corporation, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Co., Individually and d/b/a Stoney Run Realty Company and d/b/a Stoney Run Builders Company, and Jack Frost Golf Course, Inc.

3.

Uniform Commercial Code. The term "Uniform Commercial Code" means the Uniform Commercial Code as the same may be in effect in the Commonwealth of Pennsylvania, as amended from time to time.

C.

  Grant of Mortgage. To secure the payment and performance of all Obligations, the Mortgagor hereby mortgages, grants, conveys and assigns to the Bank, and grants to the Bank a lien on and a security interest in, all of the land, buildings, improvements, fixtures, equipment, easements, rights, appurtenances, leases, rents, contract rights and all of the following property, whether presently in existence or to come into existence at some future time (collectively, the "Mortgaged Property"):

1.

Real Property.

Street Address: ________________________________________________________________________

Municipality/County/State:   Tunkhannock Township, Monroe County, Pennsylvania and Kidder Township, Carbon County, Pennsylvania,

Tax Lot and Block/Parcel lD No.:  See attached

Deed Book See attached, Page ___________________________

as more fully described in the attached Schedule A, together with all buildings, structures and improvements of every kind erected thereon (the "Real Property");

2.

Fixtures; Leases; Estates, etc. All fixtures, machinery, equipment and other articles of real, personal or mixed property attached to, situate or installed in or upon, or used in the operation or maintenance of, the Real Property or any plant or business situated thereon, whether or not such real, personal or mixed property is or shall be affixed to the Real Property, and all replacements, substitutions, accretions and proceeds of the foregoing (collectively, "Fixtures"). All leases, licenses, occupancy agreements or agreements to lease all or any part of the Real Property and all extensions, renewals, amendments, and modifications thereof, and any options, rights of first refusal or guarantees relating thereto (collectively, "Leases"); all rents, income, receipts, revenues, security deposits, escrow accounts, reserves, issues, profits, awards and paym ents of any kind payable under the Leases or otherwise arising from the Real Property (collectively, the "Income"); all contract rights, accounts, investment property and general intangibles relating to the Real Property or the use, occupancy, maintenance, construction, repair or operation thereof; all management agreements, franchise agreements, utility agreements and deposits, all maps, plans, surveys and specifications; all warranties and guaranties; all permits, licenses and approvals; all insurance policies. All estates, rights, tenements, hereditaments, privileges, easements, and appurtenances of any kind benefitting the Real Property; all means of access to and from the Real Property, whether public or private; all water and mineral rights; all rights of the Mortgagor as grantor, declarant or unit owner under any condominium master deed, declaration or by-laws or in any association applicable to the Real Property; and

3.

Proceeds. All "Proceeds" of any of the above-described property, which term shall have the meaning given to it in the Uniform Commercial Code and shall additionally include whatever is received upon the use, lease, sale, exchange, collection, or other utilization or any disposition of any of the foregoing property, voluntary or involuntary, whether cash or non-cash, including proceeds of insurance and condemnation awards, rental or lease payments, accounts, chattel paper, instruments, documents, contract rights, general intangibles, equipment and inventory.

D.

Extent and Priority of Lien of Mortgage.

1.

Purchase Money Mortgage. If all or any part of the Obligations secured by this Mortgage were used in whole or in part to fund the acquisition of all or any part of the Mortgaged Property, this Mortgage shall constitute a purchase money mortgage and shall be entitled to all benefits as such under applicable laws of the state in which the Mortgaged Property is located.

2.

Open-End Mortgage. This Mortgage secures all existing and future advances and readvances under the Loan Documents all of which shall be entitled to the lien priority and benefits of an Open-End Mortgage under 42 Pa. C.S.A. §8143, as it may be amended from time to time, (the "Open-End Mortgage Statute"). Without limiting anything contained in any provision of this Mortgage, this Mortgage secures the Mortgagor's obligation to repay all advances and readvances of principal under the Obligations made at closing or thereafter and all interest, late charges, fees, and other amounts due under the Obligations or this Mortgage, and in addition thereto: (i) all advances by the Bank to the Mortgagor or any other person to pay costs of erection, construction, alteration, repair, restoration, and completion of any part of any improvements situated on the Mortgaged Prope rty; (ii) any and all advances made or costs incurred by the Bank for the payment of taxes, assessments, maintenance charges, insurance premiums, and similar charges with respect to the Mortgaged Property; (iii) any and all costs incurred for the protection of all or any part of the Mortgaged Property or the lien of this Mortgage; and (iv) any and all legal fees, costs, and other expenses incurred by the Bank by reason of any default or otherwise in connection with the Obligations.

3.

Industrial Plant Mortgage. This Mortgage is intended to be an industrial plant mortgage within the broadest interpretation of the "industrial plant mortgage doctrine" under the laws of the Commonwealth of Pennsylvania.

4.

Changes in Mortgage. The Mortgagor and the Bank may agree to change the interest rate or the maturity date applicable to the Obligations, release collateral for the Obligations or otherwise alter any other term of the Loan Documents; none of such changes shall affect the priority of the lien on this Mortgage.

5.

Defeasance. This Mortgage shall terminate upon indefeasible payment and performance in full of the Obligations. Thereupon, the Bank shall release the Mortgaged Property and shall execute at the request of the Mortgagor a release of this Mortgage and any other instrument to that effect deemed necessary or desirable.

E.

Assignment of Leases. The Mortgagor hereby assigns and pledges to the Bank, as further security for the payment of the Obligations, all existing and future Leases and Income. The Mortgagor shall, upon demand, deliver to the Bank the original or an executed copy of each such Lease. The Mortgagor grants to the Bank the right to (i) enter the Mortgaged Property and collect the Income with or without taking possession of the Mortgaged Property; (ii) with or without legal process, dispossess by usual summary proceeding any tenant defaulting in the performance of its obligations under its lease; (iii) let the Mortgaged Property or any part thereof; and (iv) apply the Income to the payment of any charges and expenses of the Mortgaged Property or to the repayment of the Obligations in such order and amounts as the Bank shall determine in its sole discretion. This assignment shall continue in effect until this Mortgage is paid in full and discharged of record; however, so long as there shall exist no Event of Default (hereinafter defined), the Mortgagor shall have a license to collect the Income as it becomes due, but not prior to accrual. Without the prior written consent of the Bank, the Mortgagor shall not enter into, or amend, modify or terminate, any Lease of the Mortgaged Property. If the Mortgagor requests the Bank's consent pursuant hereto, but if the Bank does not respond to such request within ten (10) business days of receipt by the Bank of the request, the Bank's consent shall be deemed to have been given. The Mortgagor shall not collect any of the rent from the Mortgaged Property in advance of the time when the same shall become due under any lease or tenancy arrangement or, in any event, more than one (1) month in advance. The provisions of this

Paragraph are for the sole benefit of the Bank and are not for the benefit of any other person or entity.

F.

Security Agreement. This Mortgage constitutes a security agreement under the Uniform Commercial Code and shall be deemed to constitute a financing statement. The Mortgagor hereby grants to the Bank a security interest in all equipment and fixtures and other personal property included in the Mortgaged Property, whether now owned or hereafter acquired, and all replacements of, substitutions for, and additions to, such property, and the Proceeds thereof. The Mortgagor shall, at the Mortgagor's own expense, execute, deliver, and file any financing or continuation statements or other security agreements the Bank may require from time to time, to perfect, confirm, and maintain the lien of this Mortgage with respect to such property. Without limiting the foregoing, the Mortgagor hereby irrevocably appoints the Bank (and any of its attorneys. officers, employees or agents) as the Mortgagor's true an d lawful attorney-in-fact, said appointment being coupled with an interest, with full power of substitution in the name of the Mortgagor, the Bank or otherwise, for the sole use and benefit of the Bank in its sole discretion but at the Mortgagor's expense, to exercise to the extent permitted by law, in its name or in the name of the Mortgagor or otherwise, the powers set forth herein, whether or not any of the Obligations are due (i) to execute, deliver or file financing statements and other agreements for or on behalf of the Mortgagor; (ii) to notify lessees under any Lease of the Bank's interest therein and require such lessees to pay all sums due thereunder to the Bank; and (iii) to correspond and negotiate directly with insurance carriers.

G.

Representations and Covenants.

1.

Payment and Performance. The Mortgagor shall pay and perform promptly as and when due (i) the Obligations in accordance with their stated terms and conditions; (ii) all obligations and liabilities under any Permitted Encumbrances (hereinafter defined); and (iii) all of its obligations as landlord under the Leases.

2.

Warranty of Title. The Mortgagor warrants to the Bank that the Mortgagor has good and marketable fee simple absolute title to the Mortgaged Property subject only to those exceptions to title which are more particularly described in the title report issued to the Bank and which exceptions are accepted by the Bank in connection with this transaction (the "Permitted Encumbrances"). The Mortgagor hereby covenants that the Mortgagor shall (i) preserve such title and the validity and priority of the lien of this Mortgage and shall forever warrant and defend the same to

2

the Bank against all lawful claims whatsoever excepting only those claiming under Permitted Encumbrances; and (ii) execute, acknowledge, and deliver all such further documents or assurances, cause to be done all such further acts as may at any time hereafter be required by the Bank to protect fully the lien of this Mortgage and pay all costs related thereto.

3.

Insurance. The Mortgagor hereby covenants to obtain and maintain at all times, throughout the term of this Mortgage, insurance covering the Mortgaged Property, in such amounts, on such forms and written by such companies, as the Bank may require from time to time. including (i) comprehensive general public liability insurance; (ii) an "All-Risk" policy covering damage due to fire and extended hazard insurance (together with vandalism and malicious mischief endorsements); (iii) if the Mortgaged Property is required or eligible to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, flood insurance; and (iv) business interruption or rental loss coverage. Each insurance policy required under this Paragraph shall be written or endorsed so as to (i) contain a standard mortgagee or lender's loss payable endorseme nt, as the case may be, or its equivalent; (Ii) make all losses and all returns of unearned premiums payable directly to the Bank, without contribution; (Iii) with respect to public liability coverage, name the Bank as an additional insured, as its interest may appear; and (iv) waive all rights of set off, counterclaim, deduction, or subrogation against the Mortgagor (so as not to interfere with the Bank's rights). Each insurance policy required under this Paragraph shall contain a provision to the effect that such policy shall not be canceled, altered, in any way limited in coverage, or reduced in amount unless the Bank is notified in writing at least thirty (30) days prior to such change. At least thirty (30) days prior to the expiration of any such policy, the Mortgagor shall furnish evidence satisfactory to the Bank that such policy has been renewed, replaced, or is no longer required by this Paragraph, together with proof of payment of any premiums then owing. At the request of the Bank, the Mortgagor s hall deliver all original insurance policies to the Bank. The Mortgagor shall not take out any separate or additional insurance with respect to the Mortgaged Property which is contributing in the event of loss, unless it is properly compatible with all of the requirements of this Paragraph.

4.

Taxes and Other Charges. The Mortgagor shall prepare and timely file all federal, state, and local tax returns required to be filed by the Mortgagor and promptly pay and discharge all taxes, assessments, water and sewer rents, and other governmental charges or claims of any kind imposed upon the Mortgagor. the Mortgaged Property, or on any of the Mortgagor's other property before the same shall become in default or become a lien upon such property except for those taxes, assessments, and other governmental charges then being contested in good faith by the Mortgagor by appropriate proceedings and for which the Mortgagor has maintained adequate reserves in the sole judgment of the Bank. The Mortgagor shall submit to the Bank, upon request, an affidavit signed by the Mortgagor certifying that all federal, state, and local tax returns have been filed to date and all real prope rty taxes, assessments, and other governmental charges with respect to the Mortgagor's properties have been paid to date.

5.

Escrows. The Mortgagor shall, if requested by the Bank. pay to the Bank at the time of each installment of principal and interest due under any of the Loan Documents, one twelfth (1/12) of the annual taxes and assessments levied or assessed against the Mortgaged Property and any premium for applicable insurance, as estimated by the Bank, from time to time, unless the Mortgagor demonstrates to the Bank that it is paying such taxes, assessment or insurance to a holder of a prior Permitted Encumbrance. Such payment shall be held by the Bank to be used by the Bank in payment of such taxes, assessments or insurance premium. If such escrow funds are not sufficient to pay such taxes and assessments, as the same become payable, the Mortgagor shall pay to the Bank, upon request, such additional amounts as the Bank shall estimate to be sufficient to make up any such deficiency. No a mount paid to the Bank hereunder shall be deemed to be trust funds but may be commingled with general funds of the Bank, and no interest shall be payable thereon. If the Mortgagor is not required to pay such tax escrows pursuant to this section, the Mortgagor shall provide to the Bank. not later than the last date such payment is due and payable without interest or penalty, official receipted tax bills, canceled checks, or other evidence satisfactory to the Bank evidencing that such taxes and assessments have been paid in a timely manner.

6.

Transfer of Title. Without the prior written consent of the Bank in each instance, which consent may be given or withheld in the Bank's sole discretion, the Mortgagor shall not voluntarily or involuntarily cause or permit, any transfer of the Mortgaged Property or any portion thereof, whether voluntary, involuntary, by operation of law, or otherwise, nor shall the Mortgagor enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Mortgaged Property. A "transfer" of the Mortgaged Property includes (i) the direct or indirect sale. transfer or conveyance of the Mortgaged Property or any portion thereof or interest therein; (ii) the execution of an installment sale contract or similar instrument affecting all or a portion of the Mortgaged Property; (iii) the transfer (whether in one transaction or a series of transact ions) of stock, partnership or other ownership interests constituting a controlling interest in the Mortgagor (if the Mortgagor is a partnership. joint venture, limited liability company or corporation); and (iv) a lease or leases which, separately or in the aggregate, cover cumulatively more than twenty percent (20%) of the usable space on the Mortgaged Property.

7.

No Liens; Removal of Fixtures. At no time during the term of this Mortgage shall the Mortgagor create or suffer to exist any mortgage, lien, security interest, encumbrance, attachment, levy, distraint, or other judicial process or burden of any kind on the Mortgaged Property or any part thereof, whether superior or inferior to the lien of this Mortgage, without the prior written consent of the Bank, which consent may be given or withheld in the Bank's sole discretion. The Mortgagor shall not remove or suffer to be removed from the Mortgaged Property any fixtures presently or in the future located on the Mortgaged Property (unless such fixtures have been replaced with similar fixtures of equal or greater utility and value).

8.

Maintenance and Repair; Compliance with Laws. The Mortgaged Property shall, at the Mortgagor's own cost and expense, be kept and maintained in good repair, working order, and condition, and in compliance with all applicable laws, ordinances, codes, rules and regulations (collectively, "Legal Requirements") of any federal, state or local governmental entity or authority having jurisdiction (collectively "Governmental Authorities"). The Mortgagor agrees to comply, and to cause its tenants to comply with all Legal Requirements made or promulgated by any Governmental Authority now or hereafter applicable to the Mortgaged Property. The Mortgagor shall from time to time make, or cause to be made, all necessary and proper repairs and replacements required under Legal Requirements, the Leases, or otherwise required to keep the Mortgaged Property in good conditi on and the Mortgagor shall abstain from and shall not permit the commission of waste on or about the Mortgaged Property. The Mortgagor shall not remove, demolish, materially alter, or discontinue the use of the

Mortgaged Property, or permit the Mortgaged Property to become vacant, deserted, or unguarded. The Bank shall have the right, but not the obligation, to enter upon and inspect the Mortgaged Property at any reasonable hour.

9.

Damage, Destruction and Condemnation. If all or any part of the Mortgaged Property shall be partially or totally damaged or destroyed, or if title to or the use of the whole or any part of the Mortgaged Property shall be taken or condemned by a competent authority for any public use or purpose, then (i) there shall be no abatement or reduction in the amounts payable by the Mortgagor under the Loan Documents. and the Mortgagor shall continue to be obligated to make such payments; (ii) the Mortgagor shall immediately give notice thereof to the Bank in accordance with the terms of this Mortgage; (Iii) the Mortgagor hereby authorizes and directs any affected insurance company or condemning authority to make payment of such proceeds directly to the Bank as its interest appears; and (iv) the Mortgagor hereby authorizes and empowers the Bank to settle, adjust or compromise, any c laims for loss, Damage, destruction to or condemnation of the Mortgaged Property. The Mortgagor shall pay all costs of collection of insurance proceeds payable on account of such damage or destruction. The Mortgagor shall, at its sole cost and expense, diligently prosecute any condemnation proceeding and shall consult with the Bank, its attorneys, and experts and cooperate with it in the defense of any such proceedings. The Bank shall have the right, in any condemnation proceedings, to do or refrain from doing whatever it deems necessary or convenient. The Mortgagor shall have no claim against the insurance proceeds or condemnation proceeds, or be entitled to any portion thereof, and all rights to insurance or condemnation proceeds are hereby assigned to the Bank to the extent of the Obligations as remain unpaid. The Bank shall have the option, in its sole discretion. of paying or applying all or any part of the insurance proceeds or condemnation proceeds payable to the Bank hereunder to (i) reduction of the Obligations; (ii) restoration, replacement and rebuilding of the Mortgaged Property or (iii) payment to the Mortgagor.

10.

Required Notices. The Mortgagor shall immediately notify the Bank of (i) the receipt of notice from any Governmental Authority relating to the Mortgaged Property or alleging a violation of Legal Requirements; (Ii) a substantial change in the occupancy or use of all or any part of the Mortgaged Property; (iii) the receipt of any notice from the holder of any Permitted Encumbrance; (iv) the commencement of any litigation affecting or potentially affecting in a material and adverse way the financial condition of the Mortgagor or the value of the Mortgaged Property; or (v) the discovery, discharge or release for which the Mortgagor is or may be responsible under Applicable Environmental Laws (hereinafter defined).

11.

Financial Statements. Mortgagor shall so provide (a) if such Mortgagor is an individual, at least once during each period of twelve (12) consecutive months, a personal financial statement of such Mortgagor for a year ending not more than sixty (60) days earlier, in reasonable detail and certified by such Mortgagor to be complete and accurate and (b) if such Mortgagor is not an individual. (i) promptly copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or other owners and of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation, (ii) within sixty (60) days after the end of each of its first three fiscal quarters, consolidating and consolidated statements of income and cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end, (iii) within ninety (90) days after the end of each fiscal year, consolidating and consolidated statements of such Mortgagor's income and cash flows and its consolidating and consolidated balance sheet as of the end of such fiscal year. setting forth comparative figures for the preceding fiscal year and to be __ audited __ reviewed __ compiled by an

3

independent certified public accountant acceptable to the Mortgagee, all such statements to be certified by such Mortgagor's chief financial officer or partner to be correct and in accordance with such Mortgagor's records and to present fairly the results of such Mortgagor's operations and cash flows and its financial position at year end in conformity with generally accepted accounting principles, and (iv) with each statement of income, a certificate executed by such Mortgagor's chief executive and chief financial officers or managing partners (A) stating that the signers of the certificate have reviewed this Mortgage and the operations and condition (financial or other) of such Mortgagor and any subsidiaries during the relevant period and (B) stating that no Event of Default occurred during the period, or if an Event of Default did occur, describing its nature, th e daters) of its occurrence or period of existence and what action such Mortgagor has taken with respect thereto. If no box is checked above, Mortgagor shall supply financial reports immediately upon the Mortgagee's request in the form and number of copies and at the times satisfactory to the Mortgagee. The Mortgagor shall keep and maintain complete and accurate books and records and shall permit representatives or agents of the Bank to examine and audit the Mortgagor's (and its parent's and subsidiaries', if applicable) books, records and financial information and to inspect the Mortgagor's facilities and properties. Promptly upon request of the Bank the Mortgagor shall supply, or cause to be supplied, any additional information respecting the operations, financial or otherwise, of the Mortgagor, each Obligor and shall use its best efforts to cause each lessee of the Mortgaged Property or any material portion thereof as the Bank may from time to time reasonably request. The Mortgagor shall prepare and timel y file all federal, state and local tax returns required to be filed by the Mortgagor and shall submit to the Bank a copy of its federal tax return immediately after filing same with the Internal Revenue Service. The Mortgagor shall furnish to the Bank, at its request, certified rent rolls and leases, as applicable, with respect to the Mortgaged Property within ninety (90) days after the end of each fiscal year.

H.

Environmental Representations and Covenants.

1.

Applicable Environmental Laws.

a.

The term "Applicable Environmental Laws" means (i) all Legal Requirements of any Governmental Authority pertaining to the preservation or enhancement of the quality of the environment or regulating or restricting the use, transfer, storage, disposal, release, discharge, production or remediation of any substance or material deemed by such Governmental Authority to be hazardous to the environment; (ii) any and all laws, regulations, and executive orders, whether federal, state or local, pertaining to environmental matters, as the same may now exist or hereafter exist or be amended or supplemented from time to time. Any terms mentioned in this Mortgage which are defined in any Applicable Environmental Law shall have the meanings ascribed to such terms in said laws; provided, however, that if any of such laws are amended so as to broaden any term defined therein, such broader meaning shall apply subsequent to the effective date of such amendment.

b.

The Mortgagor represents and warrants that neither the Mortgagor nor the Mortgaged Property are in violation of any Applicable Environmental Law, or subject to any existing, pending, or threatened investigation or inquiry by any Governmental Authority pertaining to an alleged violation of any Applicable Environmental Law.

2.

Covenants. The Mortgagor shall not cause or permit the Mortgaged Property to be in violation of, or do anything which would subject the Mortgagor or the Mortgaged Property to any remedial obligations under, any Applicable Environmental Law, and shall promptly notify the Bank in writing of any existing, pending, or threatened investigation or inquiry by any Governmental Authority in connection with any Applicable Environmental Law:

a.

The Mortgagor shall immediately take all steps necessary to determine whether hazardous materials have been disposed of or otherwise released or discharged on, from or affecting the Mortgaged Property;

b.

The Mortgagor will not install, suffer, or permit in the Mortgaged Property any substance deemed hazardous by federal or state regulations.

c.

If any such materials are found to be present in the Mortgaged Property, the Mortgagor agrees to remove the same promptly upon discovery at its sole cost and expense;

d.

The Mortgagor shall duly file or cause to be duly filed with all Governmental Authorities having jurisdiction such reports or information returns as may be required or appropriate under all Applicable Environmental Laws;

e.

If any lien or judgment shall be filed with respect to the Mortgaged Property arising from a violation of Applicable Environmental Laws, then the Mortgagor shall, within thirty (30) days from the date that the Mortgagor is given notice of such lien or judgment (or within such shorter period of time if any Governmental Authority has commenced steps to have the Mortgaged Property sold), pay the claim and remove the lien from the Mortgaged Property;

f.

If there shall occur any releasing, spilling, leaking, pumping, pouring, emitting, emptying, or dumping of hazardous materials on, from or affecting the Mortgaged Property, or otherwise caused or permitted by the Mortgagor in violation of Applicable Environmental Laws, the Mortgagor shall promptly clean it up in accordance with the provisions of all Applicable Environmental Laws and to the satisfaction of the Bank; and

3.

Right to Inspect and Cure. The Bank shall have the right to conduct or have conducted by its agents or contractors such environmental inspections, audits, and testing as the Bank shall deem necessary or advisable from time to time at the sole cost and expense of the Mortgagor. The cost of such tests shall be added to the Obligations and shall be secured by this Mortgage. If the Mortgagor fails to comply with any Applicable Environmental Law, then the Bank may, at its sole discretion, in addition to any of its other remedies under this Mortgage, cause the Mortgaged Property to be in compliance with such laws and the cost of such compliance shall be added to the sums secured by this Mortgage and shall bear interest at the Default Rate (hereafter defined).

4.

Environmental Easement. The Mortgagor hereby grants and conveys to the Bank an irrevocable easement to enter on and upon the Mortgaged Property at any time and from time to time for the purpose of making such audit tests, inspections, and examinations, including subsurface exploration and testing, as the Bank deems necessary, convenient, or proper to determine whether the ownership, use, and operation of the Mortgaged Property and the conduct of the activities engaged in thereon are in compliance with federal, state, and local environmental laws, rules, and regulations. The Bank, or its designated agents, shall have the right to inspect and copy all of the Mortgagor's records relating to environmental matters and to enter all buildings or facilities of the Mortgagor for such purpose. In confirmation of the Bank's right to inspect and copy all of the Mortga gor's records relating to environmental matters

and to secure the Mortgagor's obligations to the Bank in connection with the Loan Documents, and under this Environmental Inspection Easement, the Mortgagor hereby grant to the Bank a continuing security interest in and to all of the Mortgagor's existing and future records with respect to environmental matters, whether or not located at the Mortgaged Property or elsewhere, whether or not in the possession of the Mortgagor or some third party (including any federal, state, or local agency or instrumentality), and whether or not written, photographic, or computerized, and the proceeds and products thereof. The Bank, or its designated agent, may interview any or all of the Mortgagor's agents and employees regarding environmental matters, including any consultants or experts retained by the Mortgagor, all of whom are directed to discuss environmental issues fully and ope nly with the Bank or its designated agent and to provide such information as may be requested. All of the costs and expenses incurred by the Bank with respect to the audits, tests, inspections, and examinations which the Bank may conduct, including the fees of the engineers, laboratories, and contractors, shall be paid by the Mortgagor. The Bank may, but shall not be required to, advance such costs and expenses on behalf of the Mortgagor. All sums so advanced shall bear interest at the highest rate provided with respect to the Loan Documents.

a.

The easement granted hereby shall exist and continue until such time as all sums owed by the Mortgagor to the Bank in connection with the Loan Documents or otherwise have been repaid in full and the mortgage granted to the Bank to secure the Loan Documents has been released of record. A release of this Mortgage shall evidence a termination of the easement.

b.

The Mortgagor acknowledges that no adequate remedy at law exists for a violation of the easement granted hereby by equitable writ or decree, including temporary and preliminary injunctive relief. In the event the Bank is required to enforce it hereunder the Mortgagor shall pay all of the Bank's costs and expenses in connection therewith, including all attorney's fees incurred by the Bank.

c.

This easement shall be assignable and shall be considered assigned to whomever holds the indebtedness secured by the mortgage.

d.

The exercise of the rights granted hereunder shall not constitute the Bank a "mortgagee in possession" with respect to the Mortgaged Property.

e.

This easement is intended to be and shall be construed as an interest in the Mortgaged Property and as an easement in gross. It is not intended to be a personal right of the Bank or a mere license.

I.

Indemnification. The Mortgagor hereby agrees to and does hereby indemnify, protect, defend, and hold harmless the Bank, and any entity which "controls" the Bank, within the meaning of Section 15 of the Securities Act of 1933, as amended, any member, officer, director, official, agent, employee, or attorney of the Bank, and their respective heirs, successors, and assigns (collectively the "Indemnified Parties"), from and against any and all losses,

4

damages, expenses, or liabilities of any kind or nature, and from any suits, claims, or demands, including counsel fees incurred in investigating or defending such claim, suffered by any of them and caused by, relating to, arising out of, resulting from, or in any way connected with the Loan Documents or the transactions contemplated therein (unless determined by a final judgment of a court of competent jurisdiction to have been caused solely by the gross negligence or willful misconduct of the Indemnified Parties). In case any action shall be brought against the Bank or any other Indemnified Party in respect to which indemnity may be sought against the Mortgagor, the Bank or such other Indemnified Party shall promptly notify the Mortgagor; provided however, that the failure to so notify the Mortgagor shall not relieve the Mortgagor of any liability it may have und er these indemnification provisions or from any liability which it may otherwise have to the Bank or such other Indemnified Party. Promptly following such notification, the Mortgagor shall assume the defense thereof, including the employment of counsel selected by the Mortgagor and satisfactory to the Bank or such other Indemnified Party, and the payment of all costs and expenses relating thereto. The Bank shall have the right, at its sole option, but at the Mortgagor's sole cost and expense, to employ separate counsel in any such action and to participate in the defense thereof. The Mortgagor shall not be liable for any settlement of any such action unless the Mortgagor consents, which consent shall be reasonably given, but if settled with the Mortgagor's consent, or if there be a final judgment for the claimant in any such action, the Mortgagor agrees to indemnify and hold harmless the Bank from and against any loss or liability by reason of such settlement or judgment. The provisions of this Section shall survive the repayment of the Obligations.

J.

No Release; No Waiver. Any extension of the time for payment, or any modification of the amortization of the sums secured by this Mortgage or any release of any Obligor or all or any part of the Mortgaged Property, granted by the Bank to the Mortgagor or any other Obligor shall not operate to release the liability of the Mortgagor, any other Obligor under the terms of the Loan Documents or this Mortgage or any other collateral for the Obligations. Any forbearance by the Bank in exercising any right or remedy hereunder or otherwise afforded by applicable law shall not be a waiver of, or preclude the exercise of, any right or remedy.

K.

Events of Default. The occurrence of anyone of the following shall constitute an event of default ("Event of Default") under this Mortgage:

1.

Breach. A breach by the Mortgagor or any Obligor of any term, obligation, provision, covenant, representation or warranty, arising under (i) this Mortgage or any other Loan Document, including failure to pay when due (whether at stated maturity, by acceleration or otherwise) the Obligations or any portion thereof or there occurs any event which after notice or lapse of time, or both, will permit such acceleration; (ii) any present or future agreement with or in favor of the Bank or any Affiliate, including the failure to make any payment when due (whether at stated maturity, by acceleration or otherwise) or any portion thereof or there occurs any event which after notice or lapse of time, or both, will permit such acceleration; or (iii) any present or future agreement or instrument for borrowed money or other financial accommodations with any person or entity;

2.

Bankruptcy; Insolvency. (i) The Mortgagor or any Obligor commences any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state, or local statute, or any dissolution or liquidation proceeding, or makes a general assignment for the benefit of creditors, or takes any action for the purpose of effecting any of the foregoing; (ii) any bankruptcy, reorganization, debt arrangement, or other case or proceeding under the United States Bankruptcy Code or under any similar foreign, federal, state or local statute, or any dissolution or liquidation proceeding, is involuntarily commenced against or in respect of the Mortgagor or any Obligor and such involuntary petition is not dismissed within 30 days or an order for relief is entered in any such proceeding; (iii) the appointment, or the filing of a p etition seeking the appointment, of a custodian, receiver, trustee, or liquidator for the Mortgagor or any other Obligor or any of its property, or the taking of possession of any part of the property of the Mortgagor or any other Obligor at the instance of any governmental authority; or (iv) the Mortgagor or any other Obligor becomes insolvent (however defined), is generally not paying its debts as they become due, or has suspended transaction of its usual business;

3.

Death; Reorganization. The death or incompetence (if an individual) or the dissolution, merger, consolidation, or reorganization of the Mortgagor or any other Obligor;

4.

Material Misstatement. Any statement, representation or warranty made in or pursuant to this Mortgage or any other Loan Document or to induce the Bank to accept this Mortgage or to enter into or accept any other Loan Document shall prove to be untrue or misleading in any material respect or, if upon the date of execution of this Mortgage, 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;

5.

Additional Debt; Granting of Security Interest. The Mortgagor or any Obligor (i) incurs or assumes additional debt other than debt incurred for normal consumer purposes, debt to the Bank or an Affiliate or trade debt in the ordinary course of its business; or (i1) creates, permits or grants any lien or security interest in any of its property on which the Bank has a lien or security interest;

6.

Entry of Judgment. The filing, entry, or issuance of any judgment, execution, garnishment, attachment, distraint, or lien against the Mortgagor or any Obligor or its property; the entry of any order enjoining or restraining the Mortgagor or any Obligor or restraining or seizing any property of the Mortgagor or any Obligor or the Mortgagor or any Obligor is convected of a felony;

7.

Transfer of Assets. The Mortgagor transfers all or any part of the Mortgaged Property or the Mortgagor or any other Obligor transfers or sells all or substantially all of its assets, without the prior written consent of the Bank;

8.

Loan Documents. Any Loan Document ceases to be in full force and effect or the validity or enforceability thereof is contested by any Obligor or any representative thereof; or

9.

Pension Plan; Change in Management. Any pension plan of any Mortgagor or Obligor 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 any Mortgagor's or Obligor's ability to repay its debts; there occurs any change in the management of any Mortgagor or Obligor which is, in the opinion of the Bank materially adverse to its interest and which remains uncorrected for thirty (30) days after the Bank notifies the Mortgagor or the respective Obligor of its opinion.

L.

Remedies. Upon and following the occurrence of an Event of Default:

1.

Advances. The Bank shall have the right, at its election, but not the obligation, to make any payment or expenditure and to take any action which the Mortgagor should have made or taken or which the Bank deems

advisable to protect the security of this Mortgage or the Mortgaged Property. Such action shall be without prejudice to any of the Bank's rights or remedies available under this Mortgage or the other Loan Documents or otherwise at law or in equity. All such sums, as well as costs and expenses, advanced by the Bank shall be immediately due from the Mortgagor to the Bank, shall become part of the Obligations secured by this Mortgage and the other Loan Documents, and shall bear interest (including after any judgment obtained on account of any of the Obligations) at the applicable rate provided in the Loan Documents in effect after maturity or default (the "Default Rate") until repayment in full to the Bank. The Mortgagor agrees that all of the Obligations and other obligations of the Mortgagor to the Bank under the Loan Documents, including obligations to r eimburse the Bank for advances, shall survive the entry of any judgment lien on account of the Obligations or any judgment in mortgage foreclosure, whether such obligations arise before or after the entry of judgment.

2.

Other Remedies. The Bank shall have the right, at its election, to take anyone or more of the following actions: (i) to declare all the Obligations secured by this Mortgage to be immediately due and payable (except that upon the occurrence of any Event of Default described in Paragraph K(2), such Obligations shall automatically be due and payable without notice or demand); (Ii) to obtain judgment for the Obligations together with interest on such judgment at the Default Rate until payment in full is received by the Bank and to obtain execution upon the Mortgaged Property or other property of the Mortgagor on account of such judgment; (i1i) to obtain possession of the Mortgaged Property and (with or without obtaining possession) to enforce the Leases, collect the Income and rent the Mortgaged Property, either in its name or in the name of the owner, and apply the Income and rents, at the Ba nk's option, to the payment of any charges and expenses of the Mortgaged Property in such order and amounts as the Bank in its sole discretion may determine, being accountable only for such rents and profits collected by it while in possession; (iv) to foreclose this Mortgage; (v) to obtain appointment of a receiver of the Mortgaged Property without the necessity of proving either inadequacy of the security or insolvency of the Mortgagor or any other Obligor, and the Mortgagor and each such person waive such proof and consent to the appointment of such receiver; (vi) to apply on account of the Obligations, in any order and amounts as the Bank may determine and whether or not a deficiency action shall have been instituted, any unexpended money still retained by the Bank that was paid by the Mortgagor to the Bank for the payment of, or as security for the payment of, taxes, assessments, municipal or governmental rates, charges, impositions, liens, water or sewer rents, or insurance premiums, if any, or in orde r to secure the performance of some act by the Mortgagor; (vii) to collect from the Mortgagor monthly, in advance, so long as the Mortgagor remains in possession of all or any part of the Mortgaged Property, the fair and reasonable market value for the Mortgagor's use and occupation of the Mortgaged Property; or (viii) to exercise all rights of a secured party under the Uniform Commercial Code. If the Obligations, as evidenced by a single note or other written instrument shall exceed the amount secured by this Mortgage, or as evidenced by a combination of same that singularly or in any part collectively may be less than said secured amount but combined exceed said secured amount, the Bank, in any foreclosure hereof, shall

5

have the right to sue and collect the excess in the same action as commenced for the foreclosure hereof, and recover a money judgement for said excess with all the rights attendant thereto, including the issuance of an execution to the Sheriff for collection thereof, and Mortgagor and any Obligor hereby waives any defense based upon a claim that in doing so, the Bank is splitting its cause of action if it seeks to foreclose this Mortgage for part of the Obligations and recover at law for another part.

3.

Confession of Judgment for Possession. THE FOLLOWING PARAGRAPH SETS FORTH A WARRANT OF AUTHORITY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST THE MORTGAGOR. IN GRANTING THIS WARRANT OF ATTORNEY TO CONFESS JUDGMENT AGAINST THE MORTGAGOR, THE MORTGAGOR HEREBY KNOWINGLY, INTELLIGENTLY AND VOLUNTARILY, AND ON ADVICE OF SEPARATE COUNSEL OF THE MORTGAGOR, UNCONQITIONALLY WAIVES ANY AND ALL RIGHTS THE MORTGAGOR HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

FOR THE PURPOSE OF OBTAINING POSSESSION OF THE MORTGAGED PROPERTY UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, MORTGAGOR HEREBY AUTHORIZES AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, IN THE COMMONWEALTH OF PENNSYLVANIA OR ELSEWHERE, AS ATTORNEY FOR MORTGAGOR, AS WELL AS FOR THE PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, TO APPEAR FOR AND CONFESS JUDGMENT AGAINST MORTGAGOR AND ALL PERSONS CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, IN FAVOR OF THE BANK FOR THE RECOVERY BY THE BANK OF POSSESSION OF THE MORTGAGED PROPERTY, FOR WHICH THIS MORTGAGE (OR A COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE A SUFFICIENT WARRANT; WHEREUPON A WRIT OF POSSESSION OFTHE MORTGAGED PROPERTY MAY BE ISSUED FORTHWITH, WITHOUT ANY PRIOR WRIT OR PROCEEDING WHATSOEVER AND WITHOUT STAY OF EXECUTION, MORTGAGOR HEREBY RELEASING AND AGREEING TO RELEASE THE BANK AND ANY SUCH ATTORNEY FROM ALL PROCEDURAL ERRORS AN D DEFECTS WHATSOEVER IN ENTERING SUCH ACTION OR JUDGMENT OR IN CAUSING SUCH WRIT OR PROCESS TO BE ISSUED OR IN ANY PROCEEDING THEREON OR CONCERNING THE SAME, PROVIDED THAT THE BANK SHALL HAVE FILED IN SUCH ACTION AN AFFIDAVIT MADE ON THE BANK'S BEHALF SETTING FORTH THE FACTS NECESSARY TO AUTHORIZE THE ENTRY OF SUCH JUDGMENT ACCORDING TO THE TERMS OF THIS INSTRUMENT, OF WHICH FACTS SUCH AFFIDAVIT SHALL BE PRIMA FACIE EVIDENCE. IT IS HEREBY EXPRESSLY AGREED THAT IF FOR ANY REASON AFTER ANY SUCH ACTION HAS BEEN COMMENCED, THE SAME SHALL BE DISCONTINUED, MARKED SATISFIED OF RECORD, OR BE TERMINATED, OR POSSESSION OF THE MORTGAGED PROPERTY REMAIN IN OR BE RESTORED TO MORTGAGOR OR ANYONE CLAIMING UNDER, BY, OR THROUGH MORTGAGOR, THE BANK MAY, WHENEVER AND AS OFTEN AS THE BANK SHALL HAVE THE RIGHT TO TAKE POSSESSION AGAIN OF THE MORTGAGED PROPERTY, BRING ONE OR MORE FURTHER ACTIONS IN THE MANNER HEREINBEFORE SET FORTH TO RECOVER POSSESSION OF THE MORTGAGED PROPERTY AND TO CONFESS JUDGMENT THEREIN AS HEREINABOVE PRO VIDED, AND THE AUTHORITY AND POWER ABOVE GIVEN TO ANY SUCH ATTORNEY SHALL EXTEND TO ALL SUCH FURTHER ACTIONS IN EJECTMENT AND CONFESSION OF JUDGMENT THEREIN AS HEREINABOVE PROVIDED WHETHER BEFORE OR AFTER AN ACTION OF MORTGAGE FORECLOSURE IS BROUGHT OR OTHER PROCEEDINGS IN EXECUTION ARE INSTITUTED UPON THIS MORTGAGE OR ANY INSTRUMENT THEN EVIDENCING ANY OF THE OBLIGATIONS, AND AFTER JUDGMENT THEREON OR THEREIN AND AFTER A JUDICIAL SALE OF THE MORTGAGED PROPERTY.

4.

Uniform Commercial Code Disposition. With respect to that portion of the Mortgaged Property governed by the Uniform Commercial Code, the Bank shall have the right, upon five (5) calendar days' prior written notice to the Mortgagor (or one (1) day notice by telephone with respect to Mortgaged Property that is perishable or threatens to decline rapidly in value}, which the Mortgagor hereby acknowledges to be sufficient, commercially reasonable and proper, to sell, lease or otherwise dispose of any or all of the Mortgaged Property at any time and from time to time at public or private sale, with or without advertisement thereof, and apply the proceeds of any such sale first to the Bank's expenses in preparing the Mortgaged Property for sale (including reasonable attorneys' fees) and second to the complete satisfaction of the Obligations. The Mortgagor waives the benefit of any marshaling doct rine with respect to the Bank's exercise of its rights hereunder. The Mortgagor grants a royalty-free license to the Bank for all patents, service marks, trademarks, trade names, copyrights, computer programs and other intellectual property and proprietary rights to permit the Bank to exercise all rights granted to the Bank under this Paragraph. The Bank or anyone else may be the purchaser of any or all of the Mortgaged Property so sold and thereafter hold such Mortgaged Property absolutely, free from any claim or right of whatsoever kind, including any equity of redemption of the Mortgagor, any such notice, right or equity of redemption being hereby expressly waived and released.

5.

No Marshaling. In the event of a foreclosure or other judicial sale of the Mortgaged Property, the Mortgaged Property may be sold in one or several parcels in any order the Bank, in its sole discretion, may determine and without regard to principles of marshaling.

6.

Remedies Cumulative; No Waiver. The rights, powers and remedies hereunder and under the other Loan Documents and cumulative and concurrent, and are not exclusive of any other rights, powers or remedies available to the Bank. No failure or delay on the part of the Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.

7.

Continuing Enforcement of the Loan Documents. If, after receipt of any payment of all or any part of the Obligations, the Bank is compelled or agrees, for settlement purposes, to surrender such payment to any person or entity for any reason, then this Mortgage and the other Loan Documents shall continue in full force and effect or be reinstated, as the case may be. The provisions of this Paragraph shall survive the termination of this Mortgage and the other Loan Documents and shall be and remain effective notwithstanding the payment of the Obligations, the release of any security interest, lien or encumbrance securing the Obligations or any other action which the Bank may have taken in reliance upon its receipt of such payment.

8.

Right of Setoff. The Bank shall have the right to set off against the Obligations any property held in a deposit or other account with the Bank or any of its Affiliates or otherwise owing by the Bank or any of its Affiliates in any capacity to Mortgagor or any Obligor. Such set-off shall be deemed to have been exercised immediately at the

time the Bank or such Affiliate elect to do so.

M.

Miscellaneous.

1.

Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Mortgagor (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 Mortgagor'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). For any notice under 42 Pa C.S.A. §8143 being delivered by personally delivery, such personally delivered n otice must be delivered to the Bank at: M&T Bank, One M&T Center, Fountain Plaza, Buffalo, New York, attn: Collateral and Documentation Department. Notice bye-mail is not valid notice under this or any other agreement between Mortgagor and the Bank.

2.

Costs, Expenses and Professional Fees. Whether or not the transactions contemplated by this Mortgage or any of the other Loan Documents are fully consummated, the Mortgagor shall promptly pay (or reimburse, as the Bank may elect) all costs and expenses which the Bank has incurred or may hereafter incur in connection with the negotiation, preparation, reproduction, interpretation, perfection, protection of the Mortgaged Property, administration and enforcement of this Mortgage or any of the other Loan Documents, the collection of all amounts due under the Loan Documents, and all amendments, modifications, consents or waivers, if any, to the Loan Documents. Such costs and expenses shall include, without limitation, the fees and disbursements of counsel to the Bank (including the Bank's in-house counsel), the costs of appraisals, searches of public records, costs of filing and recording docum ents with public offices, internal or external audit or examination fees and costs, stamp, excise and other taxes, the fees of the Bank's accountants, consultants or other professionals, costs and expenses from any actual or attempted sale of all or any part of the Mortgaged Property, and for the care and preparation for sale of the Mortgaged Property (including insurance costs) and defending and asserting the rights and claims of the Bank in respect thereof, by litigation or otherwise. The Mortgagor's reimbursement obligations under this Paragraph shall survive any termination of the Loan Documents. Costs, expenses and fees shall accrue interest at the highest default rate set forth in the respective Loan Documents evidencing the Obligations from the date of demand until payment is actually received by the Bank. Each such cost, expense and fees and any interest thereon shall constitute part of the Obligations and be secured by this Mortgage and may be added to the judgment in any suit brought by the Bank ag ainst Mortgagor on this Mortgage.

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3.

Governing Law and Jurisdiction. This Mortgage 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 Mortgage will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. MORTGAGOR 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 MORTGAGOR'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS MORTGAGE WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST MORTGAGOR INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF MORTGAGO R WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Mortgagor acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Mortgagor. Mortgagor waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Mortgage.

4.

Integration; Amendment. This Mortgage and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof. No amendment of this Mortgage, and no waiver of anyone or more of the provisions hereof shall be effective unless set forth in writing and signed by the parties hereto. No course of dealing or other conduct, no oral agreement or representation made by the Bank or usage of trade shall operate as a waiver of any right or remedy of the Bank. No single, partial or delayed exercise by the Bank of any right or remedy shall preclude full and timely exercise by the Bank at any time of any right or remedy of the Bank without notice or demand, at the Bank's sole option.

5.

Successors and Assigns. This Mortgage (i) shall be binding upon the Mortgagor and the Bank and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; and (ii) shall inure to the benefit of the Mortgagor and the Bank and, where applicable, their respective heirs, executors, administrators, successors and permitted assigns; provided, however, that the Mortgagor may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Bank, and any such assignment or attempted assignment by the Mortgagor shall be void and of no effect with respect to the Bank. The Bank may from time to time sell or assign, in whole or in part, or grant participation in some or all of the Loan Documents or the obligations evidenced thereby. The Mortgagor authorizes the Bank to provide information concerning the Mortgagor to any prospective purchaser, assignee or participant.

6.

Severability and Consistency. The illegality, unenforceability or inconsistency of any provision of this Mortgage or any instrument or agreement required hereunder shall not in anyway affect or impair the legality, enforceability or consistency of the remaining provisions of this Mortgage or any instrument or agreement required hereunder. The Loan Documents are intended to be consistent. However, in the event of any inconsistencies among any of the Loan Documents, such inconsistency shall not affect the validity or enforceability of any Loan Document. The Mortgagor agrees that in the event of any inconsistency or ambiguity in any of the Loan Documents, the Loan Documents shall not be construed against anyone party but shall be interpreted consistent with the Bank's policies and procedures. In this Mortgage, the singular includes the plural and the plural the singular; references to statute s and rules are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word "or" shall be deemed to include "and/or", the words "including", "includes" and "include" shall be deemed to be followed by the words "without limitation"; and references to sections or exhibits are to those of this Agreement unless otherwise indicated.

7.

Joint and Several Liability. In the event that the Mortgagor consists of more than one person or entity, the obligations hereunder (including performance obligations) of each such person or entity shall be joint and several and the word "Mortgagor" means each of them, any of them or all of them.

8.

Judicial Proceeding; Waivers.

THE MORTGAGOR AND THE BANK ACKNOWLEDGE AND AGREE THAT (i) ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM OR COUNTERCLAIM, BROUGHT OR INSTITUTED BY THE BANK OR THE MORTGAGOR OR ANY SUCCESSOR OR ASSIGN OF THE BANK OR THE MORTGAGOR, ON OR WITH RESPECT TO THIS MORTGAGE, ANY OTHER LOAN DOCUMENT, THE MORTGAGED PROPERTY OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO, OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY AND EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY; (Ii) EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; AND (iii) THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS MORTGAGE AND THE BANK WOULD NOT EXTEND CREDIT TO THE MORTGAGOR IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS MORTGAGE.

IN WITNESS WHEREOF, the Mortgagor, intending to be legally bound hereby, has executed and sealed this Mortgage on the day and year first above written.

NORTHEAST LAND COMPANY

BY: /s/ Eldon D. Dietterick

ELDON D. DIETTERICK, Executive Vice President and Treasurer

CORPORATE ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA, COUNTY OF CARBON, SS.:

On the 15th day of June, in the year 2007, 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 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

My commission expires

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Pubic

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31, 2009

Member, Pennsylvania Association of Notaries

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SCHEDULE A

ATTACH LEGAL DESCRIPTION OF MORTGAGED PROPERTY: