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): July 29, 2010

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
Route 940 and Moseywood Road
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 July 29, 2010, Blue Ridge Real Estate Company and Big Boulder Corporation (together, the “Companies”), jointly and severally with certain of the Companies’ subsidiaries (the “Subsidiaries”, and together with the Companies, the “Borrowers”), entered into a loan agreement (“Loan Agreement”) and a $2,600,000 Term Note (the “Note”) with Manufacturers and Traders Trust Company (the “Bank”), whereby the Bank agreed to lend the Companies an aggregate of $2,600,000 (the “Loan”).  The Borrowers intend to use the Loan to complete construction of certain residential units and for other working capital purposes.

Interest on the Loan is due and payable on a monthly basis or as otherwise invoiced by the Bank, and accrues at a variable rate equal to the greater of (a) 3.50 percentage points above one-month LIBOR or (b) 5.25%.  The principal amount of the Loan is to be paid in full on July 29, 2011.  If a customary event of default occurs, the Bank may, at its discretion, declare the Loan immediately due and payable; however, if the event of default is due to the commencement of any bankruptcy or insolvency proceeding or formal or informal dissolution or liquidation proceeding against a Borrower, all amounts under the Loan will be immediately due and payable.  On the occurrence of any customary event of default of a Borrower, the interest rate on the Loan automatically increases by five percentage points above the applicable rate, and the Bank may take action on the Mortgages (as defined below).

The Loan Agreement and Note require the Borrowers to comply with certain customary covenants, including financial covenants relating to the Borrowers’ minimum tangible net worth, debt to worth ratio and debt service coverage ratio.  The Borrowers did not meet the required debt service coverage ratio of less than 1.50:1.00 at October 31, 2009, prior to entering into the Loan Agreement, and intend to seek a waiver from the Bank for this covenant if it is not met when tested annually under the Loan Agreement.

The Loan is secured by (a) open-end mortgages (the “Mortgages”), granted by the Companies, on all of the Borrowers’ right, title and interest in and to the land and improvements at Jack Frost Mountain Ski Area and Big Boulder Ski Area, both of which are located in Kidder Township, Carbon County, Pennsylvania; (b) a first priority perfected security interest in all non-real estate assets of each of the Borrowers; and (c) the unlimited and unconditional guaranty and suretyship of Kimco Realty Corporation, the Companies’ majority shareholder.

The foregoing is only a summary of the Loan Agreement, Note and Mortgages and is qualified in its entirety by reference to the Loan Agreement and Note, filed hereto as Exhibits 10.1 and 10.2, respectively, and the Mortgages filed hereto as Exhibits 10.3 and 10.4, each of which is hereby incorporated herein by reference.

Item 2.03

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

The disclosure of the Loan and the terms and conditions of the Loan Agreement and Note set forth 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 Agreement, dated July 29, 2010, 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, Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.2	$2,600,000 Term Note, dated July 29, 2010, 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, Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company.
10.3	$2,600,000 Open-end Mortgage, dated July 29, 2010, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company
10.4	$2,600,000 Open-end Mortgage, dated July 29, 2010, between Big Boulder Corporation and Manufacturers and Traders Trust Company

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:  August 3, 2010	By:  /s/ Eldon D. Dietterick
	Name: Eldon D. Dietterick Title: Executive Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Loan Agreement, dated July 29, 2010, 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.
10.2	$2,600,000 Term Note, dated July 29, 2010, 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.
10.3	$2,600,000 Open-end Mortgage, dated July 29, 2010, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company
10.4	$2,600,000 Open-end Mortgage, dated July 29, 2010, between Big Boulder Corporation and Manufacturers and Traders Trust Company

EX-10

LOAN AGREEMENT

This Loan Agreement (the "Agreement") is made this 29^th day of July, 2010, by and among, Manufacturers and Traders Trust Company (hereinafter the "Bank"), 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 Co., individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. jointly, severally and collectively, the "Borrowers"), as follows:

WITNESSETH:

WHEREAS, Borrowers have requested that Bank provide a Two Million Six Hundred Thousand and 00/100 Dollar ($2,600,000.00) time loan (the "Loan") to Borrowers; and

WHEREAS, the Bank, subject to and pursuant to the terms and conditions set forth herein, has agreed to provide the Borrowers the Loan; and

WHEREAS, the parties hereto are desirous of reducing to writing their agreement as to the terms and conditions. under which the Loan is being granted;

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, stipulate and agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Definitions. In addition to other words and terms defined elsewhere in this Agreement, as used herein the following words have the following meanings respectively, unless the context hereof otherwise clearly requires:

"Agreement' shall mean this Loan Agreement, as the same may be amended, modified or supplemented from time to time.

"Closing" shall mean the execution and delivery of the Loan Documents by Borrowers and Bank.

"Closing Date" shall mean the date of the Closing.

"Commitment" shall mean that certain proposal letter from Bank to Borrowers, as may be amended from time to time.

"Default Rate" shall have the meaning assigned to that term in the Note.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business. (whether or not incorporated) that, together with the Borrowers, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). Notwithstanding the foregoing, for purposes of any liability related to a Multiemployer Plan under Title IV of ERISA, the term "ERISA Affiliate" means any trade or business that, together with the Borrowers, is treated as a single employer within the meaning of Section 4001(b) of ERISA.

"ERISA Event" means (a) a "reportable event", as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to any Pension Plan, (b) the existence with respect to any Pension Plan of an "accumulated funding deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan, (d) the incurrence by Borrowers or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Pension Plan, (e) the receipt by the Borrowers or any ERISA Affiliate from the PBGC or

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plan administrator of any notice relating to an intention to terminate any Pension Plan or Pension Plans or to appoint a trustee to administer any Pension Plan, or (f) the receipt by the Borrowers or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrowers or any ERISA Affiliate' of any notice of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

"Event of Default" shall have the meaning set forth in Section 11.1 hereof.

"Hazardous Substances" shall have the meaning assigned to that term in the Mortgage.

"Land" shall mean the premises described in Exhibit "A" hereto.

"Loan Advances" shall mean advances on account of the Loan made by Bank from time to time pursuant to this Agreement.

"Loan Documents" shall mean, collectively, this Agreement, the Note, the Mortgages, and any and all other documents delivered by or on behalf of Borrowers in connection with the Loans, as the same may be amended, modified or supplemented from time to time.

"Material Adverse Effect" means a material adverse effect on (a) the business, assets, operations or financial condition of anyone or more of the Borrowers and/or anyone or more of their Subsidiaries taken as a whole, (b) the ability of anyone or more of the Borrowers to payor perform any of their respective obligations under this Agreement or the other Loan Documents or (c) the rights of or benefits available to the Bank under this Agreement and the other Loan Documents.

"Mortgages" shall mean the Open-End Mortgages dated the date hereof and given by anyone or more of the Borrowers to Bank, as the same may be amended, modified or supplemented from time to time.

"Mortgaged Property" shall have the meaning assigned to that term in the Mortgages.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001 (a)(3) of ERISA.

"Obligations" shall mean all amounts at any time owing or payable under the Note (as hereinafter defined), all costs and expenses incurred by Bank in the collection or enforcement of any of the Loan Documents, including attorney's fees; all future advances made by Bank for taxes, levies, insurance and repairs to or maintenance of the property; and any other indebtedness, liability or obligation of anyone or more of the Borrowers to Bank, whether now owed or hereinafter incurred.

"Official Body" shall mean any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.

"Pension Plan" means any Plan that is a defined benefit pension plan subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrowers or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Potential Default" shall mean any condition, event, act or omission which, with the giving of notice or passage of time or both, would constitute an Event of Default.

"Property" shall mean, collectively, the Land and all improvements located thereon, and the other tangible property covered by anyone or more of the Mortgages.

"Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or with holdings imposed by any governmental authority, including stamp or documentary taxes or other excise or property taxes, charges or levies.

Section 1.2  Construction. Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, the singular the plural and the part the whole and "or" has the inclusive

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meaning represented by the phrase "and/or". References in this Agreement to "judgments" of Bank include good faith estimates by Bank (in the case of quantitative judgments) and good faith beliefs by Bank (in the case of qualitative judgments). The words "hereof, "herein", "hereunder" and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. The section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section and subsection references are to this Agreement unless otherwise specified.

ARTICLE II

THE LOAN

Section 2.1 The Loan. The Bank agrees, upon the terms and subject to the conditions contained in this Loan Agreement, to make the Loan to Borrowers for a one (1) year term loan, for which a one-time commitment fee of $26,000.00 to be paid to the Bank as of the date. The purpose of the Loan is for working capital of the Borrowers and to complete construction of residential units on the Mortgaged Premises. Borrowers promise to pay interest on the unpaid principal balance outstanding on the Loan at the rate and in the mariner set forth in the Note, to repay the principal of the Loan in the manner set forth herein and in the ,Note, and to pay, on demand, any and all additional sums of money which may be due to the Bank pursuant to this Loan Agreement or pursuant to any other documents executed by the parties hereto in connection with the Loan, including, without limitation on the generality of the foregoing, any sums due to the Bank pursuant to the terms and provisions of any documents executed to secure all or part of Borrowers' obligations hereunder. Payments made by Borrowers in connection with the Loan shall be applied by Bank as more fully set forth in the Note evidencing the Loan, and may be applied between the sub-limits as the Bank shall determine in its sole discretion.

ARTICLE III

ADVANCES

Section 3.1 Advances under the Loan. Advances under the Loan shall be made in full at time of Closing. .

ARTICLE IV

SECURITY

Section 4.1 Security. As security for their obligations hereunder, under the Note, and under any documents executed pursuant hereto, Borrowers shall, at closing, provide to the Bank the following collateral:

A. The Mortgages. Open-End Mortgages (the "Mortgages") on all of Borrowers' right, title and interest in and to the Land together with all improvements thereon, which Mortgages shall be in the form satisfactory to Bank and its counsel;

B. Security Interests. A first priority perfected security interest in all non-real estate assets of each of the Borrowers; and

C. Guaranty.  The unlimited and unconditional guaranty ans suretyship of Kimco Realty Company.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

Borrowers, each individually and collectively, represent and warrant to Bank that:

Section 5.1 Organization and Qualification. Borrowers are each duly formed and validly existing corporation under the laws of the state of their incorporation.

Section 5.2 Authority and Authorization. Borrowers have the power and authority to execute and deliver this Agreement, to make the borrowings provided for herein, to execute and deliver the Note in evidence of such borrowings, to execute and deliver the other Loan Documents to which anyone or more of the

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Borrowers is/are a party and to perform its/their obligations hereunder and under the Note and the other loan Documents, and all much action has been duly and validly authorized by all necessary action on its part.

Section 5.3 Execution and Binding Effect. This Agreement, the Note and the other Loan Documents to which Borrowers is/are a party have been duly and validly executed and delivered by Borrowers, as the case may be, and constitute legal, valid and binding obligations of Borrowers, enforceable in accordance with the terms hereof and thereof.

Section 5.4 Authorizations and Filings. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of this Agreement, the Note or the other Loan Documents, consummation of the transactions herein or therein contemplated, or performance of or compliance with the terms and conditions hereof or thereof, except as otherwise provided in this Agreement.

Section 5.5 Absence of Conflicts. Neither the execution and delivery of this Agreement, the Note or the other Loan Documents nor consummation of the transactions herein or therein contemplated nor performance of or compliance with the terms and conditions hereof or thereof will (a) violate any Law, (b) conflict with or result in a breach of or a default under any agreement or instrument to which anyone or more of the Borrowers is/are a party or may be subject or by which any of them or any of their respective properties (now owned or hereafter acquired) may be or bound, or (c) result in the creation or imposition of any lien, charge, security interest or encumbrance upon any property (now owned or hereafter acquired) of anyone or more of the Borrowers.

Section 5.6 Financial Condition. The financial statements of Borrowers heretofore furnished to Bank are complete and correct, were prepared in accordance with generally accepted accounting principles (unless proven to Bank's satisfaction to be riot applicable) consistently applied and fairly present the financial condition at the respective dates indicated therein and the results of operations' for the respective periods indicated therein of Borrowers. Since the dates of the most recent balance sheets furnished to Bank for Borrowers, there has been no material adverse change in the assets, liabilities or financial condition of any of them from that reflected in their balance sheets.

Section 5.7 Defaults. No Event of Default and no Potential Default has occurred and is continuing or exists.

Section 5.8 Litigation. There is no pending or (to Borrowers' knowledge after due inquiry) threatened proceeding by or before any Official Body against or affecting Borrowers, which if adversely decided, would have a material adverse effect on the business, operations or condition, financial or otherwise of Borrowers, or on the ability of Borrowers to perform their respective obligations under the Loan Documents or on the construction or operation of the Improvements.

Section 5.9 Title to Collateral. Borrowers have good and marketable title in fee simple to all of the Property and all personal property, free and clear of all liens, claims, encumbrances and security interests except as otherwise expressly permitted by Bank in writing, and will defend such title against the claims and demands of all persons.

Section 5.10 Power to Carry On Business. Borrowers have all requisite power and authority to own and operate their respective properties and to carry on their respective businesses as now conducted arid as presently planned to be conducted.

Section 5.11 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Pension Plan that is not a Multiemployer Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such am ounts, exceed by more than $100,000 the fair market value of the assets of all such underfunded Plans. None of the Borrowers or

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Subsidiary has a present intention to terminate any Pension Plan with respect to which Borrowers or Subsidiary would incur a cost of more than $100,000 to terminate such Plan, including amounts required to be contributed to fund such Plan on Plan termination and all costs and expenses associated therewith, including attorneys' and actuaries' fees and expenses in connection with such termination and a reasonable estimate of expenses and settlement or judgment costs and attorneys' fees and expenses in connection with litigation related to such termination.

Section 5.12 Taxes. Borrowers have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid by each of them, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such Borrowers have set aside on its/their respective books adequate reserves with respect thereto in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

ARTICLE VI

AFFIRMATIVE COVENANTS

Section 6.1 So long as this Agreement is in effect, the Borrowers shall:

(a) Financial Statements and Other Information. Promptly deliver to the Bank (i) quarterly, within sixty (60) days after the end of each of its fiscal quarters, its 10Q statement and a consolidated financial statement of the Borrowers, and each of Borrowers' subsidiaries as of the end of such quarter, which financial statement shall consider of income and cash flows for such period, for the corresponding period in the previous fiscal year, with a consolidated balance sheet as of the end of such period; the quarterly financial statements to be internally prepared and verified in writing by the chief executive officer of the Borrowers and any of the Borrowers' subsidiaries; and in such detail as the Bank may request; (ii) within one hundred twenty (120) days after the end of each fiscal year, consolidated statements of the Borrowers and each of Borrowers' subsidiaries' income and cash flows and its consolidat ed balance sheet as of the end of such fiscal year, setting forth comparative figures for the preceding fiscal year and to be audited by an independent certified public accountant acceptable to the Bank; all such statements shall be certified by the Borrowers and each subsidiary of any of the Borrowers chief financial officer to be correct and in accordance with the Borrowers' and each subsidiary of any of the Borrowers records and to present fairly the results of the Borrowers' and each subsidiary of Borrowers' operations and cash flows and its financial position at year end; and (iii) with each statement of income, a certificate executed by the Borrowers and each subsidiary of any of the Borrowers' chief executive and chief financial officers or other such person responsible for the financial management of the Borrowers and each subsidiary of any of the Borrowers (A) setting forth the computations required to establish the Borrowers' and each subsidiary of any of the Borrowers' compliance with each financi al covenant, if any, during the statement period, (8) stating that the signers of the certificate have reviewed this Agreement and the operations and condition (financial or other) of the Borrowers' and each subsidiary of any of the Borrowers during the relevant period and (C) stating that no Event of Default occurred during the period, or if an Event of Default did occur, describing its nature, the date(s) of its occurrence or period of existence and what action the Borrowers and each Subsidiary of each of the Borrowers has taken with respect thereto. The Borrowers and each subsidiary of each of the Borrowers shall also promptly provide the Bank with copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or members, and copies of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation, and shall provide, in form satisfactory to the Bank, such additional information, reports or other information as the Bank may from time to time reasonably request regarding the financial and business affairs of the Borrowers' and each subsidiary of each of the Borrowers. In addition, the Borrowers and each of their subsidiaries shall submit to the Bank Within thirty (30) days of each month end, monthly sales and construction reports on each of the Projects

(b) Accounting, Tax Returns and Payment of Claims. The Borrowers and each subsidiary of each of the Borrowers will maintain a system of accounting and reserves in accordance with generally accepted accounting principles, has filed and will file each tax return required of it and, except as disclosed in the Schedule, has paid and will pay when due each tax, assessment, fee, charge, fine and penalty imposed by any taxing authority upon it or any of its assets, income or franchises, as well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the normal course of business.

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(c) Inspections. Promptly upon the Bank's request, the Borrowers will permit, and cause its Subsidiaries to permit, the Bank's officers, attorneys or other agents to inspect its and its subsidiary's premises, examine and copy its records and discuss its and its subsidiary's business, operations and financial or other condition with its and its subsidiary's responsible officers and independent accountants.

(d) Operating Accounts Maintain and cause all subsidiaries to maintain, depository bank accounts with the Bank.

(e) Changes in Management and Control. Immediately upon any change in the identity of any of the Borrowers' chief executive officers the Borrowers will provide to the Bank a certificate executed by its respective senior individual authorized to transact business on behalf of each of the Borrowers specifying such change.

(f) Notice of Defaults and Material Adverse Changes. Immediately upon acquiring reason to know of (i) any Event of Default (ii) any event or condition that might have a material adverse effect upon any of the Borrowers and/or any of their respective subsidiaries or (iii) any Action. the Borrowers will provide to the Bank a certificate executed by the Borrowers' senior individuals authorized to transact business on behalf of the Borrowers, specifying the date(s) and nature of the event or the Action and what action the Borrowers and their respective subsidiaries has/have taken or proposes to take with respect to it.

(g) Insurance. Maintain their, and cause all subsidiaries to maintain, property in good repair and will on request provide the Bank with evidence of insurance coverage satisfactory to the Bank, including fire and hazard, liability, workers' compensation and business interruption insurance and flood hazard insurance as required.

(h) Notices. Promptly upon becoming aware thereof, Borrowers shall give Bank notice of:

(1) any Event of Default or Potential Default, together with a written statement setting forth the details thereof, and the action being taken by Borrowers to remedy the same;

(2) any material adverse change in the business, operations or condition, financial or otherwise, of Borrowers:

(3) the commencement, existence or threat of any proceeding by or before any official Body against or affecting Borrowers which, if adversely decided, would have a material adverse eject on the business operations or condition, financial or otherwise, of Borrowers or on their ability to perform their obligations under the Loan Documents;

(i) Visitation. Borrowers shall permit such persons as Bank may designate to visit and inspect the Property, to examine the books, records and documents relating to the Property and the Project and take copies and extracts therefrom and to discuss the affairs of Borrowers relating thereto with the officers, employees and independent accountants of Borrowers at such times and as often as Bank may request. Borrowers hereby authorize such officers, employees and independent accountants to discuss with Bank such affairs of Borrowers. Bank shall have no obligation to make any such inspections nor any responsibility to Borrowers or any person, firm or corporation for any deficiency in construction or variance from the Plans and Specifications which may be revealed by any such inspection, whether or not discovered by Bank.

(j) Books and Records. Borrowers shall maintain and keep proper records and books of account in conformance with generally accepted accounting principles applied on a consistent basis in which full, true and correct entries shall be made of all its dealings and business affairs.

(k) Other Obligations. Borrowers shall maintain all obligations of Borrowers in whatsoever manner incurred, including but not limited to obligations for borrowed money or for services or goods purchased by Borrowers, in a current status.

(l) Further Assurances. Promptly upon the request of the Bank, the Borrowers will execute, and cause its subsidiaries to execute, and deliver each writing and take each other action that the Bank deems necessary or desirable in connection with any transaction contemplated by this Agreement.

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ARTICLE VII

NEGATIVE COVENANTS

Section 7.1 As long as this Agreement is in effect, none of the Borrowers shall:

(a) Indebtedness. Permit any indebtedness (including direct and contingent liabilities) except for trade indebtedness or current liabilities for salary and wages incurred in the ordinary course of business and not substantially overdue.

(b) Guaranties. Become a guarantor, a surety, or otherwise liable for the debts or other obligations of another, whether by guaranty or suretyship agreement, agreement to purchase indebtedness, agreement for furnishing funds through the purchase of goods, supplies or services (or by way of stock purchase, capital contribution, advance or loan) for the purpose of paying or discharging indebtedness, or otherwise, except as an endorser of instruments for the payment of money deposited to its bank account for collection in the ordinary course of business.

(c) Liens. Permit any of its assets to be subject to any security interest, mortgages or other lien or encumbrance, except for liens for property taxes not yet due; pledges and deposits to secure obligations or performance for workers' compensation, bids, tenders, contracts other than notes, appeal bonds or public or statutory obligations; and materialmen's, mechanics', carriers' and similar liens arising in the normal course of business.

(d) Investments. Make 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) Loans. Make any loan, advance or other extension of credit, except for endorsements of negotiable instruments deposited to anyone or more of the Borrowers' deposit accounts for collection, trade credit in the normal course of business and intercompany loans approved in writing by the Bank.

(f) Distributions. Declare or pay any distribution, except for (i) dividends payable solely in stock and (ii) cash dividends paid to anyone or more of the Borrowers by its respective subsidiary.

(g) Changes In Form. (i) Transfer or dispose of substantially all of its assets, (ii) acquire substantially all of the assets of any other entity, (iii) do business under or otherwise use any name other than its true name or (iv) make any material change in its respective business, structure, purposes or operations that might have a material adverse effect on the Borrowers and/or any of its respective subsidiaries, nor (i) participate in any merger, consolidation or other absorption or (ii) make, terminate or permit to be revoked any election pursuant to Subchapter S of the Internal Revenue Code.

(h) Transfer 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, none of the Borrowers shall not voluntarily or involuntarily cause or permit, any transfer of the Property or any portion thereof, whether voluntary, involuntary, by operation of law, or otherwise, nor shall any of the Borrowers enter into any agreement or transaction to transfer, or accomplish in form or substance a transfer, of the Property without the Bank's prior written consent. A "transfer" of the Property includes (i) the direct or indirect sale, transfer or conveyance of the 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 Property; (iii) the transfer (whether in one transaction or a series of transactions) of stock, partnership o r other ownership interests constituting a controlling interest in anyone or more of the Borrowers; 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 Property.

ARTICLE VIII

FINANCIAL COVENANTS

Section 8.1 During the term of this Agreement, the Borrowers shall not:

(a) Tangible Net Worth. Permit their tangible net worth to be less than $25,000,000.00, to be tested annually;

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(b) Debt to Worth Ratio. Permit the ratio of (A) liabilities of the Borrowers (other than liabilities fully subordinated to its obligations to the Bank} to (B) the consolidated tangible net worth of the

Borrowers, to be greater than 2.00: 1.00, to be tested annually;

(c) 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 the calculation of interest expense not to include the interest on the Loan;

(d) Modifications to Other Agreements. Amend or modify any existing agreement with any person, firm, entity or corporation in any manner materially adverse to any of the Borrowers;

ARTICLE IX

EVENTS OF DEFAULT

Section 9.1 Event of Default. The occurrence of anyone or more of the following shall constitute an Event of Default hereunder:

A. Anyone or more of the Borrowers fails to pay any installment of principal or interest, or both, or any other monies due, when, where and as due hereunder, o under either of the Notes, or under any other obligation of anyone or more of the Borrowers and/ to Bank;

B. The determination by the Bank that any of the representations, warranties and covenants made by anyone or more of the Borrowers in this Loan Agreement or in any of the documents executed pursuant hereto or in any other document heretofore or hereinafter executed is or was inaccurate or false in a material respect when made;

C. The failure of anyone or more of the Borrowers to provide Bank with the notice required pursuant to Section 10.2 hereof;

D. The failure of anyone or more of the Borrowers to perform or observe any non-monetary covenant, condition or agreement in this Loan Agreement, or the or any other document executed pursuant hereto to be observed or performed by anyone or more of the Borrowers for a period in excess of thirty (30) days past the date for performance, or if no specific date is applicable, past the date written notice of such failure is mailed by the Bank to Borrowers;

E. The admission by anyone or more of the Borrowers of its/their inability to pay its/their debts as they mature, or of anyone or more of the Borrowers making a general assignment for the benefit of creditors, or any proceedings institute by or against anyone or more of the Borrowers to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, or composition of anyone or more of the Borrowers or any of its/their debts under any law relating to bankruptcy I insolvency or reorganization or relief of debtors or anyone or more of the Borrowers seeking an appointment of a receiver, trustee, or similar official for it or for any substantial part of it~ property, or for anyone or more of the Borrowers to take any corporate action to authorize any of the actions set forth in this subsection; provided, however, if any such action is taken against anyone or more of the Borrowers, such action shall not constitute an Event of Default hereunder unless and until such action exists undismissed for a period of thirty (30) consecutive days;

F. The default by anyone or more of the Borrowers under any other note or agreement whether now existing or hereafter entered into by anyone or more of the Borrowers with or in favor of Bank or any third party;

G. The entry of one or more judgments against anyone or more of the Borrowers and for such condition to exist without an appropriate stay of execution for a period in excess of thirty (30) days;

 8

H. The default by anyone or more of the Borrowers under any other loan agreement, note, the mortgage, security agreement, guarantee or any other agreement now, heretofore or hereafter given by any one or more of the Borrowers to Bank or between anyone or more of the Borrowers and Bank; or

I. The dissolution of anyone or more of the Borrowers.

Section 10.2 Notice to Bank of Default. As soon as possible after Borrowers know or has/have reason to know that an Event of Default specified in Section 10.1 hereof, or any event which with notice or lapse of time or both would become such an Event of Default, has occurred, Borrowers shall furnish Bank with written notice of such occurrence, together with a statement by a senior officer describing the action, if any, which Borrowers propose to take with respect thereto.

ARTICLE X

REMEDIES UPON EVENT OF DEFAULT

Section 10.1 Remedies on Default. Upon the occurrence of one or more Events of Default hereunder, the Bank shall have the following specific rights in addition to such other rights as the Bank may have under laws governing the enforcement of debts:

A. Bank may without further notice declare the entire unpaid balance of principal plus interest on the Note immediately due and payable;

B. Bank may take such action under the Mortgages, the Loan Documents or under any or all of these documents as may be authorized in any such document; and

C. Bank may exercise, or cause to be exercised, any and all such other remedies as it may have hereunder, and/or under the Notes, the Loan Documents, at law or in equity.

Section 10.2 Additional Remedies. The remedies herein provided shall be in addition to and not in substitution for the rights and remedies which would otherwise be vested in Bank in law or in equity, all of which rights and remedies are specifically reserved by Bank, and the failure to exercise the remedies herein provided shall not preclude the resort to any other appropriate remedy or remedies nor shall use of the said remedies herein provided prevent the subsequent or concurrent resort to any other remedy or remedies which 'by law or equity shall be vested in Bank for the recovery of damages or otherwise in the event of a breach of any of the covenants herein contained to be kept, observed arid performed by Borrowers.

Section 10.3 Nonwaiver. Failure of the Bank to exercise any option hereunder or to. declare a default and/or to declare immediately due and payable the balance remaining unpaid on the Notes or any renewal or part renewal thereof by reason of any breach on the part of Borrowers of any of the terms and conditions herein, or by reason of the Events of Default as set forth above, shall not constitute a waiver thereof by the Bank or preclude the Bank from exercising such option at any time by reason of such breach or the happening of any such event.

ARTICLE XI

CONDITIONS PRECEDENT TO DISBURSEMENTS

Section 11.1 Conditions Precedent to Disbursements. In addition to each and every requirement of the Loan Agreement which must be met by Borrowers prior to a disbursement of the proceeds of the Loan, no such disbursement shall occur unless and until:

A. This Agreement has been properly executed;

B. The Note has been duly executed and delivered to Bank;

C. The Mortgages and Security Agreement have all been duly executed, delivered and recorded;

D. Appropriate corporate resolutions of Borrowers authorizing the borrowing and guaranteeing

hereunder have been delivered to Bank;

 9

E. The delivery of certificates evidencing that the insurance required hereunder has been obtained;

F. The payment of all fees due upon the execution of this document;

G. The delivery and/or the execution of such other documents as Bank any reasonably require hereunder.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.1 Notices. All notices and other communications provided for hereunder or under any of the documents executed pursuant hereto shall be in writing and shall be deemed given when mailed postage prepaid by United States first class mail to:

Borrowers:

Route 940 and Moseywood Road

P.O. Box 707

Blakeslee, PA 18610-0707

Attn: Eldon D. Dietterick

Bank:

Manufacturers and Traders Trust Company

15 S. Franklin Street

Wilkes-Barre, PA 18711

Attn. Richard Kazmerick, V.P.

Section 12.2 Assignment. The Borrowers may not assign their respective rights or obligations under this Loan Agreement without the prior written consent of the Bank. Notwithstanding the foregoing, the obligations of Borrowers hereunder shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns;

Section 12.3 Controlling Law. This Loan Agreement and the Note and documents executed pursuant hereto shall be interpreted and construed in accordance with the laws of the Commonwealth of Pennsylvania.

Section 12.4 Expenses and Attorney Fees. Any and all expenses associated with the Loan, including, but not limited to, expenses associated with flood searches and with the filing or recording of any documents pursuant hereto 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 the closing Of the Loan. Finally, Borrowers shall pay the reasonable attorney fees of the Bank in connection with the renegotiation, redrafting, modifying, interpretation and enforcement of any of the provisions of this Loan Agreement.

Section 12.5 Amendments. This Loan Agreement may only be amended by a written document duly executed by all the parties hereto.

Section 12.6 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.

Section 12.7 Severability. The invalidity of anyone or more provisions of this Loan Agreement, or any portion of it, shall not be deemed to affect or impair the validity and enforceability of the remainder of the Loan Agreement or the provisions hereof.

Section 12.8 Governing Law. This Loan Agreement and the documents executed pursuant hereto shall be governed by the laws of the Commonwealth of Pennsylvania and Borrowers hereby consent to jurisdiction of the Courts of Carbon and Luzerne County, Pennsylvania or the Federal District Court for the Middle District of Pennsylvania in any disputes arising here from.

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Section 12.9 Survival of Representations and Warranties. All covenants, representations and warranties of Borrowers hereunder, or in any of the documents referred to herein shall survive the closing hereunder, and will continue in full force and effect until all obligations of Borrowers to Bank have been paid in full and satisfied. .

Section 12.10 Headings. The headings in the sections hereof are inserted for convenience only and shall not constitute a part hereof.

Section 12.11 Waiver of Jury Trial. BORROWERS EACH WAIVE ANY RIGHT TO A JURY TRIAL IN THE EVENT OF ANY LITIGATION BETWEEN OR AMONG BORROWERS, BANK AND/OR ANY THIRD PARTIES CLAIMING RIGHTS UNDER THE BANK CONCERNING THEIR RESPECTIVE RIGHTS UNDER THIS LOAN AGREEMENT, ANY OF THE DOCUMENTS EXECUTED PURSUANT HERETO, OR ANY GOVERNING LAW.

Section 12.12 Further Assurances. From time to time, the Borrowers shall take, and cause each of its respective Subsidiaries to 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 the Transaction Documents.

Section 12.13 Cumulative Nature and Non-Exclusive Exercise of Rights and Remedies. All rights and remedies of the Bank pursuant to this Agreement and the Transaction Documents shall be cumulative, and no such right or remedy shall be exclusive of any other such right or remedy. In the event of any irreconcilable inconsistencies, this Agreement shall control. No single or partial exercise by the Bank of any right or remedy pursuant to this Agreement or otherwise shall preclude any other or further exercise thereof, or any exercise of any other such right or remedy, by the Bank.

Section 12.14. Joint and Several. Each of Borrowers shall be jointly and severally liable for all amounts, which become due, and the performance of all obligations under this Agreement, and the term "the Borrowers" and the term "Guarantors" shall include each as well as all of them.

Section 12.12 Interpretation. Unless the context otherwise clearly requires, references to plural includes the singular and references to the singular include the plural; references to "individual" shall mean a natural person and shall include a natural person doing business under an assumed name (e.g., a "DBA"); the word "or" has the inclusive meaning represented by the phrase "and/or"; the word "including", "includes" and "include" shall be. deemed to be followed by the words "without limitation"; and captions or section headings are solely for convenience and not part of the substance of this Agreement. Any representation, warranty, covenant or agreement herein shall survive execution and delivery of this Agreement and shall be deemed continuous. Each provision of this Agreement shall be interpreted as consistent with existin g law and shall be deemed amended to the extent necessary to comply with any conflicting law. If any provision nevertheless is held invalid, the other provisions shall remain in effect. The Borrowers agree that in any legal proceeding, a photocopy of this Agreement kept in the Bank's course of business may be admitted into evidence as an original.

Section 12.16 Acknowledgment. Borrowers acknowledge that each has read and understands all the provisions of this Agreement, including the Governing Law, Jurisdiction and Waiver of Jury Trial, and has been advised by counsel as necessary or appropriate.

Signatures on the following pages

 11

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

TAX ID. NO. 24-0822326

Executive Vice President and Treasurer

ATTEST:

BLUE RIDGE REAL ESTATE COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 24-0854342

Executive Vice President and Treasurer

ATTEST:

BBC HOLDINGS, INC.

/s/ Nina Corey

BY: /s/ Eldon D. Dietterick

NINA COREY, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 51-0294425

President and Treasurer

ATTEST:

BRRE HOLDINGS, INC.

/s/ Nina Corey

BY: /s/ Eldon D. Dietterick

NINA COREY, Secretary

ELDON D. DIETTERICK

TAX I.D. NO. 51-0294426

President and Treasurer

ATTEST:

NORTHEAST LAND COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 23-1682251

Executive Vice President and Treasurer

ATTEST:

LAKE MOUNTAIN COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 23-2243205

Executive Vice President and Treasurer

 12

ATTEST:

JACK FROST MOUNTAIN COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX I.D. NO. 23-1670482

Executive Vice President and Treasurer

ATTEST:

BOULDER CREEK RESORT COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 20-2287001

Executive Vice President and Treasurer

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

TAX ID. NO. 65-1190104

Executive Vice President and Treasurer

ATTEST:

JACK FROST NATIONAL GOLF COURSE, INC.

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 20-3092213

Executive Vice President and Treasurer

BANK ACCEPTANCE:

MANUFACTURERS AND TRADERS TRUST COMPANY

BY: /s/ Sandra Chickeletti

Sandra Chickeletti, Vice President

 13

ACKNOWLEDGMENT

COMMONWEALTH OF PENNSYLVANIA

)

:SS.

COUNTY OF CARBON

)

On the 29^th day of July, in the year 2010, 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 said instrument and acknowledged to me that he/she 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

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Public

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31, 2013

Member, Pennsylvania Association of Notaries

 14

EXHIBIT "A" Legal Description

 15

EX-10

TERM NOTE

(Actual Balance Interest Accrual Method)

Pennsylvania

July 29, 2010

$2,600,000.00

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

BANK:  MANUFACTURERS· AND TRADERS TRUST COMPANY, a New York banking corporation with its banking offices at One M&T Plaza, Buffalo, NY 14203. Attention: Office of the General Counsel.

Promise to Pay. For value received, intending to be legally bound, Borrower promises to pay to the order of the Bank, on the dates set forth below, the principal sum of Two Million Six Hundred Thousand and 00/100 Dollars ($2,600,000.00) (the "Principal Amount") plus interest as agreed below, all payments required by the Bank to fund any escrow accounts for the payment of taxes, insurance and/or other charges (collectively, "Escrow"), and all fees and costs (including without limitation attorneys' fees and disbursements whether for internal or outside counsel) the Bank incurs in order to collect any amount due under this Note, to negotiate or document a workout or restructuring, or to preserve its rights or realize upon any guaranty or other security for the payment of this Note ("Expenses").

Interest. The unpaid Principal Amount of this Note shall earn interest calculated on the basis of a 360-day year for the actual number of days of each year (365 or 366), from and including the date the proceeds of this Note are disbursed to, but not including, the date all amounts hereunder are paid in full, at a rate per year which shall be: variable based on the greater of (a) 3.50 percentage points above one-month LIBOR with an effective Interest Period of equal duration, or (b) 5.25% (the "Interest Rate Floor"). See attached LIBOR Rate Rider, the terms of which are incorporated herein by reference, for definitions and additional provisions. If no rate is specified above, interest shall accrue at the Maximum Legal Rate (defined below).

Maximum Legal Rate. It is the intent of the Bank and Borrower that in no event shall interest be payable at a rate in excess of the maximum rate permitted by applicable law (the "Maximum Legal Rate"). Solely to the extent necessary to prevent interest under this Note from exceeding the Maximum Legal Rate, Borrower agrees that any amount that would be treated as excessive under a final judicial interpretation of applicable law shall be deemed to have been a mistake and automatically canceled, and, if received by the Bank, shall be refunded to Borrower, without interest.

Default Rate. If an Event of Default (defined below) occurs, the interest rate on the unpaid Principal Amount shall immediately be automatically increased to five (5) percentage points per year above the otherwise applicable rate per year, and any judgment entered hereon or otherwise in connection with any suit to collect amounts due hereunder shall bear interest at such default rate.

Payments. Payments shall be made in immediately available United States funds at any banking office of the Bank.

Preauthorized Transfers from Deposit Account. If a deposit account number is provided in the following blank, Borrower hereby authorizes the Bank to debit Borrower's deposit account # with the Bank automatically for any amount which becomes due under this Note.

Interest Accrual; Application of Payments. Interest will continue to accrue on the actual principal balance outstanding until the Principal Amount is paid in full. All installment payments (excluding voluntary prepayments of principal) will be applied as of the date each payment is received and processed. Payments may be applied in any order in the sole discretion of the Bank, but, prior to an Event of Default, may be applied chronologically (i.e., oldest invoice first) to unpaid amounts due and owing, in the following order: first to accrued interest, then to principal, then to Escrow, then to late charges and other fees, and then to all other Expenses.

"Payment Due Date" shall mean the 29th day of the applicable calendar month. If there is no numerically corresponding calendar day in a particular month, the Payment Due Date shall be the last calendar day of such month); provided, however, to the extent, if at all, that a LIBOR-based interest rate is applicable, if in any applicable month the day identified above is not a Joint Business Day, the Payment Due Date shall be extended to the next succeeding Joint Business Day unless such next succeeding Joint Business Day would fall in the next calendar month, in which case such Payment Due Date shall be the

immediately preceding Joint Business Day, so as to, in all instances, coincide with the end of the applicable Interest Period. See attached LIBOR Rate Rider, the terms of which are incorporated herein by reference, for definitions and additional provisions.

The "First Installment Payment Date" shall be the Payment Due Date in the month of August, 2010.

The "Maturity Date" of this Note is the Payment Due Date in the month of July, 2011.

Repayment Terms. Borrower shall pay to the Bank the entire Principal Amount on the Maturity Date. In addition, until the outstanding Principal Amount is paid in full, Borrower shall pay to the Bank all accrued and unpaid interest, in amounts that may vary, on the Payment Due Date of each month beginning on the First Installment Payment Date, or as otherwise invoiced by the Bank.

To the extent, if at all, that during any such Variable Rate Interest Period, the applicable interest rate changes in accordance with the terms of this Note, the Bank may, but shall be under no obligation to, recalculate and adjust at any time the installment amount due and payable to the Bank, so as to appropriately reamortize the unpaid Principal Amount, as of the date of such adjustment through the Maturity Date (or such other date as may be provided for herein). Borrower understands that nonadjustment of the installment amount as described herein could result in a greater portion of the unadjusted installment amount being applied to interest due, leaving less available to reduce the Principal Amount balance, resulting in a higher than expected Principal Amount balance due and payable to the Bank on the Maturity Date. Absent manifest error, the Bank's determination of any amount due in connection herewith shall be conclusive.

Late Charge. If Borrower fails to pay, within five (5) days of its due date, any amount due and owing pursuant to this Note or any other agreement executed and delivered to the Bank in connection with this Note, including, without limitation, any Escrow payment due and owing, Borrower shall immediately pay to the Bank a late charge equal to the greatest of (a) $50.00, (b) five percent (5%) of the delinquent amount or (c) the Bank's then current late charge as announced from time to time.

Prepayment Premium. During the term of this Note, Borrower shall have the option of paying the unpaid Principal Amount to the Bank in advance of the Maturity Date, in whole or in part, at any time and from time to time upon written notice received by the Bank at least three (3) days prior to making such payment; provided, however, as consideration of the privilege of making such prepayment, Borrower shall pay to the Bank a fee equal to the amount provided for on the attached Prepayment Premium Rider (or LIBOR Rate Rider, as applicable). Any partial prepayment of principal shall be posted as of the date received and applied in inverse order of maturity. With any prepayment in full of the Principal Amount balance, Borrower shall also pay to the Bank all accrued interest and Expenses owing pursuant to this Note. In the event the Maturity Date of this Note is accelerated following an Event of Default, any tender of payment of the amount necessary to satisfy the entire indebtedness made after such Event of Default shall be expressly deemed a voluntary prepayment. In such a case, to the extent permitted by law, the Bank shall be entitled to the amount necessary to satisfy the entire indebtedness, plus the appropriate prepayment premium calculated in accordance with the terms of this Note.

This prepayment premium shall not apply to the extent that the obligation evidenced by this Note qualifies as a "residential mortgage" under 41 P.S. 101.

Representations, Warranties and Covenants. Borrower represents and warrants to and agrees and covenants with the Bank that now and until this Note is paid in full:

a. Business Purpose. The Loan proceeds shall be used only for a business purpose and not for any personal, family or household purpose.

b. Good Standing; Authority. Borrower is an entity or sole proprietor (i) duly organized and existing and in good standing under the laws of the jurisdiction in which it was formed, (ii) duly qualified, in good standing and authorized to do business in every jurisdiction in which failure to be so qualified might have a material adverse effect on its business or assets and (iii) has the power and authority to own each of its assets and to use them as contemplated now or in the future.

c. Legality. The execution, issuance, delivery to the Bank and performance by Borrower of this Note (i) are in furtherance of Borrower's purposes and within its power and authority; (ii) do not (A) violate any statute, regulation or other law or any judgment, order or award of any court, agency or other governmental authority or of any arbitrator or (B) violate Borrower's certificate of incorporation or other governing instrument, constitute a default under any agreement binding on Borrower, or result in a lien or encumbrance on any assets of Borrower; and (iii) have been duly authorized by all necessary corporate or partnership action.

d. Compliance. The Borrower conducts its business and operations and the ownership of its assets in compliance with each applicable statute, regulation and other law, including without limitation environmental laws. All approvals, including without limitation authorizations, permits, consents, franchises, licenses, registrations, filings, declarations, reports and notices

(the "Approvals") necessary to the conduct of Borrower's business and for Borrower's due issuance of this Note have been duly obtained and are in full force and effect. The Borrower is in compliance with all conditions of each Approval.

e. Financial and Other Information. For each year until this Note is paid in full, Borrower shall provide to the Bank in form and number of copies and by accountants satisfactory to the Bank, within ninety (90) days after the end of each fiscal year of the Borrower, statements of income and cash flows and the financial position and balance sheet of the Borrower as of the fiscal year end, each in reasonable detail and certified by an officer or member of Borrower to have been prepared in accordance with generally accepted accounting principles to present fairly the results of Borrower's operations and cash flows and its financial position in conformity with such principles, and to be correct, complete and in accordance with Borrower's records. Promptly upon the request of the Bank from time to time, Borrower shall supply all additional information requested and permit the Bank's officers, employees, accountants, atto rneys and other agents to (i) visit and inspect each of Borrower's premises, (ii) examine, audit, copy and extract from Borrower's records and (iii) discuss Borrower's or its affiliates' business, operations, assets, affairs or condition (financial or other) with its responsible officers and independent accountants.

f. Accounting; Tax Returns and Payment of Claims. Borrower will maintain a system of accounting and reserves in accordance with generally accepted accounting principles, has filed and will file each tax return required of it and, except as disclosed in an attached schedule, has paid and will pay when due each tax, assessment, fee, charge, fine and penalty imposed by any taxing authority upon Borrower or any of its assets, income or franchises, as well as all amounts owed to mechanics, materialmen, landlords, suppliers and the like in the ordinary course of business.

g. Title to Assets; Insurance. Borrower has good and marketable title to each of its assets free of security interests and mortgages and other liens except as disclosed in its financial statements or on a schedule attached to this Note or pursuant to the Bank's prior written consent. Borrower will maintain its property in good repair and will maintain and on request provide the Bank with evidence of insurance coverage satisfactory to the Bank including without limitation fire and hazard, liability, worker's compensation and business interruption insurance and flood hazard insurance as required.

h. Judgments and Litigation. There is no pending or threatened claim, audit, investigation, action or other legal proceeding or judgment, order or award of any court, agency or other governmental authority or arbitrator (each an "Action") which involves Borrower or its assets and might have a material adverse effect upon Borrower or threaten the validity of this Note or any related document or transaction. Borrower will immediately notify the Bank in writing upon acquiring knowledge of any such Action.

i. Notice of Change of Address and of Default. Borrower will immediately notify the Bank in writing (i) of any change in its address or of the location of any collateral securing this Note, (ii) of the occurrence of any Event of Default defined below, (iii) of any material change in Borrower's ownership or management and (iv) of any material adverse change in Borrower's ability to repay this Note.

j. No Transfer of Assets. Until this Note is paid in full, Borrower shall not without the prior written consent of the Bank (i) sell or otherwise dispose of substantially all of its assets, (ii) acquire substantially all of the assets of another entity, (iii) if it is a corporation, participate in any merger, consolidation or other absorption or (iv) agree to do any of these things.

Events of Default. The following constitute an event of default ("Event of Default"): (i) failure by Borrower to make any payment when due (whether at the stated maturity, by acceleration or otherwise) of the amounts due under this Note, or any part thereof, or there occurs any event or condition which after notice, lapse of time or both will permit such acceleration; (ii) Borrower defaults in the performance of any covenant or other provision with respect to this Note or any other agreement between Borrower and the Bank or any of its affiliates or subsidiaries (collectively, "Affiliates"); (iii) Borrower fails to pay when due (whether at the stated maturity, by acceleration or otherwise) any indebtedness for borrowed money owing to the Bank (other than under this Note), any third party or Affiliate or the occurrence of any event which could result in acceleration of payment of any such indebtedness or the failure to perform any agreement with any third party or Affiliate; (iv) the reorganization, merger, consolidation or dissolution of Borrower (or the making of any agreement therefor); the sale, assignment, transfer or delivery of all or substantially all of the assets of Borrower to a third party; or the cessation by Borrower as a going business concern; (v) the death or judicial declaration of incompetency of Borrower, if an individual; (vi) failure to pay, withhold or collect any tax as required by law; the service or filing against Borrower or any of its assets of any lien (other than a lien permitted in writing by the Bank), judgment, garnishment, order or award; (vii) if Borrower becomes insolvent or is generally not paying its debts as such debts become due; (viii) the making of any general assignment by Borrower for the benefit of creditors; the appointment of a receiver or similar trustee for Borrower or its assets; or the making of any, or sending notice of any intended, bulk sale; (ix) Borrower commences , or has commenced against it, any proceeding or request for relief under any bankruptcy, insolvency or similar laws now or hereafter in effect in the United States of America or any state or territory thereof or any foreign jurisdiction or any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of Borrower; (x) any representation or warranty made in this Note, any related document, any agreement between Borrower and the Bank or any Affiliate or in any financial statement of Borrower proves to have been misleading in any material respect when made; Borrower omits to state a material fact necessary to make the statements made in this Note, any related document, any

agreement between Borrower and the Bank or any Affiliate or any financial statement of Borrower not misleading in light of the circumstances in which they were made; or, if upon the date of execution of this Note, there shall have been any material adverse change in any of the facts disclosed in any financial statement, representation or warranty that was not disclosed in writing to the Bank at or prior to the time of execution hereof; (xi) any pension plan of Borrower fails to comply with applicable law or has vested unfunded liabilities that, in the opinion of the Bank, might have a material adverse effect on Borrower's ability to repay its debts; (xii) an adverse change in the Borrower, its business, assets, operations, management, ownership, affairs or condition (financial or otherwise) from the status shown on any financial statement or other document submitted to the Bank or any Affiliate, and which change th e Bank determines will have a material adverse effect on (a) the Borrower, its business, assets, operations or condition (financial or otherwise), or (b) the ability of the Borrower to payor perform any obligation to the Bank; (xiii) the occurrence of any event described in sub-paragraph (i) through and including (xii) hereof with respect to any guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any of the amounts due under this Note ("Guarantor"); (xiv) Borrower fails to supply new or additional collateral within ten (10) days of request by the Bank; or (xv) the Bank in good faith deems itself insecure with respect to payment or performance under this Note.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default, the Bank without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Borrower or any other person (all and each of which demands, presentments, protests, advertisements and notices are hereby waived), may exercise all rights and remedies under the Borrower's agreements with the Bank or its Affiliates, applicable law, in equity or otherwise and may declare all or any part of any amounts due hereunder not payable on demand to be immediately due and payable without demand or notice of any kind and terminate any obligation it may have to grant any additional loan, credit or other financial accommodation to the Borrower. All or any part of any amounts due hereunder whether or not payable on demand, shall be immediately due and payable automatically upon the occurrenc e of an Event of Default in sub-paragraph (ix) above, or at the Bank's option, upon the occurrence of any other Event of Default. The provisions hereof are not intended in any way to affect any rights of the Bank with respect to any amounts due hereunder which may now or hereafter be payable on demand.

Right of Setoff. The Bank shall have the right to set off against the amounts owing under this Note any property held in a deposit or other account with the Bank or any Affiliates or otherwise owing by the Bank or any Affiliates in any capacity to Borrower or any Guarantor or endorser of this Note. Such setoff shall be deemed to have been exercised immediately at the time the Bank or such Affiliate elects to do so.

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

Notices. Any demand or notice hereunder or under any applicable law pertaining hereto shall be in writing and duly given if delivered to Borrower (at its address on the Bank's records) or to the Bank (at the address on page one and separately to the Bank officer responsible for Borrower's relationship with the Bank). Such notice or demand shall be deemed sufficiently given for all purposes when delivered (i) by personal delivery and shall be deemed effective when delivered, or (ii) by mail or courier and shall be deemed effective three (3) business days after deposit in an official depository maintained by the United States Post Office for the collection of mail or one (I) 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 Bank.

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

Governing Law; Jurisdiction.

This Note has been delivered to and accepted by the Bank and will be deemed to be made in the Commonwealth of Pennsylvania. Except as otherwise provided under federal law, this Note will be interpreted in accordance with the laws of the Commonwealth of Pennsylvania excluding its conflict of laws rules. BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN THE COMMONWEALTH OF PENNSYLVANIA IN A COUNTY OR JUDICIAL DISTRICT WHERE THE BANK MAINTAINS A BRANCH AND

CONSENTS THAT THE BANK MAY EFFECT ANY SERVICE OF PROCESS IN THE MANNER AND AT BORROWER'S ADDRESS SET FORTH ABOVE FOR PROVIDING NOTICE OR DEMAND; PROVIDED THAT NOTHING CONTAINED IN THIS NOTE WILL PREVENT THE BANK FROM BRINGING ANY ACTION, ENFORCING ANY A WARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST BORROWER INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF BORROWER WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION. Borrower acknowledges and agrees that the venue provided above is the most convenient forum for both the Bank and Borrower. Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Note.

Waiver of Jury Trial. BORROWER AND THE BANK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY BORROWER AND THE BANK MAY HAVE 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 BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE BANK WILL NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THIS JURY TRIAL WAIVER. BORROWER ACKNOWLEDGES THAT THE BANK HAS BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE PROVISIONS OF THIS SECTION.

Power to Confess Judgment. BORROWER HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD, AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER, TO APPEAR FOR BORROWER AND, WITH OR WITHOUT COMPLAINT FILED, CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, AGAINST BORROWER IN FAVOR OF THE BANK OR ANY HOLDER HEREOF FOR THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE, ALL ACCRUED INTEREST AND ALL OTHER AMOUNTS DUE HEREUNDER, TOGETHER WITH COSTS OF SUIT AND AN ATTORNEY'S COMMISSION OF THE GREATER OF TEN PERCENT (10%) OF SUCH PRINCIPAL AND INTEREST OR $1,000 ADDED AS A REASONABLE ATTORNEY'S FEE, AND FOR DOING SO THIS NOTE OR A COPY VERIFIED BY AFFIDAVIT SHALL BE A SUFFICIENT WARRANT. BORROWER HEREBY FOREVER WAIVES AND RELEASES ALL ERRORS IN SAID PROCEEDINGS AND ALL RIGHTS OF APPEAL AND ALL RELIEF FROM ANY AND ALL APPRAISEi\1ENT, STAY OR EXEMPTION LAWS OF ANY STATE NOW IN FORCE OR HEREAFTER ENACTED. INTEREST ON ANY SUCH JUDGMENT SHALL ACCRUE AT THE DEFAUL T 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 UY 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 BANK SHALL ELECT UNTIL SUCH TIME AS THE BANK SHALL HAVE RECEIVED PAYMENT IN FULL OF THE DEBT, INTEREST AND COSTS.

oAmended and Restated Note. The Borrower acknowledges, agrees and understands that this Note is given in replacement of and in substitution for, but not in payment of, a prior note dated on or about ______ in the original principal 'amount of $_________, given by Borrower in favor of the Bank (or its predecessor-in-interest), as the same may have been amended or modified from time to time ("Prior Note"), and further, that: (a) the obligations of the Borrower as evidenced by the Prior Note shall continue in full force and effect, as amended and restated by this Note, all .of such obligations being hereby ratified and confirmed by the Borrower; (b) any and all liens, pledges, assignments and security interests securing the Borrower's obligations under the Prior Not e shall continue in full force and effect, are hereby ratified and confirmed by the Borrower, and are hereby acknowledged by the Borrower to secure, among other things, all of the Borrower's obligations to the Bank under this Note, with the same priority, operation and effect as that relating to.. the obligations under the Prior Note; and (c) nothing herein contained shall be .construed to extinguish, release, or discharge, or constitute; create, or effect a novation of, or an agreement to extinguish, the obligations of the Borrower with respect to the indebtedness originally described in the Prior Note or any of the liens, pledges, assignments and security interests securing such obligations.

Acknowledgment. Borrower acknowledges that it has read and understands all the provisions 9f this Note, including the provisions relating .to Power to Confess 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

TAX ID. NO. 24-0822326

Executive Vice President and Treasurer

ATTEST:

BLUE RIDGE REAL ESTATE COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 24-0854342

Executive Vice President and Treasurer

ATTEST:

BBC HOLDINGS, INC.

/s/ Nina Corey

BY: /s/ Eldon D. Dietterick

NINA COREY, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 51-0294425

President and Treasurer

ATTEST:

BRRE HOLDINGS, INC.

/s/ Nina Corey

BY: /s/ Eldon D. Dietterick

NINA COREY, Secretary

ELDON D. DIETTERICK

TAX I.D. NO. 51-0294426

President and Treasurer

ATTEST:

NORTHEAST LAND COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 23-1682251

Executive Vice President and Treasurer

ATTEST:

LAKE MOUNTAIN COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 23-2243205

Executive Vice President and Treasurer

ATTEST:

JACK FROST MOUNTAIN COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX I.D. NO. 23-1670482

Executive Vice President and Treasurer

ATTEST:

BOULDER CREEK RESORT COMPANY

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 20-2287001

Executive Vice President and Treasurer

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

TAX ID. NO. 65-1190104

Executive Vice President and Treasurer

ATTEST:

JACK FROST NATIONAL GOLF COURSE, INC.

/s/ Christine A. Liebold

BY: /s/ Eldon D. Dietterick

CHRISTINE A. LIEBOLD, Secretary

ELDON D. DIETTERICK

TAX ID. NO. 20-3092213

Executive Vice President and Treasurer

ACKNOWLEDGMENTS

COMMONWEALTH OF PENNSYLVANIA

)

: ss.

COUNTY OF CARBON

)

On the 29^th day of July in the year 2010, 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.

Notary Public

/s/ Eric D. Hanna

Eric D. Hanna

My commission expires 1-31-2013

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Public

Tobyhanna Twp., Monroe County

My Commission expires Jan. 31, 2013

Member, Pennsylvania Association of Notaries

EX-10

BLUE RIDGE REAL ESTATE COMPANY MORTGAGE

Pennsylvania

I hereby certify that the address

of the Mortgagee is:

Manufacturers and Traders Trust Company

One M & T Plaza

Buffalo, New York 14240

Attn: General Counsel's Office

/s/ JOSEPH E. KLUGER. ESQUIRE

On behalf of Mortgagee

Record and Return to:

M & T BANK

Collateral and Documentation Department

P.O. Box 1358

Buffalo, NY 14240

THIS IS AN OPEN-END MORTGAGE SECURING FUTURE ADVANCES UP TO A MAXIMUM PRINCIPAL AMOUNT OF $2,600,000.00 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 July 29, 2010, 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 (i) all sums due under the Loan Documents (as herein defined) in connection with financial accommodations in the principal amount of up to Two Million Six Hundred Thousand Dollars ($2,600,000.00); and (ii) any other 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 legal 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 full.

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 Boulder 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 National 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.: ______________________________________

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 payments 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 benefiting 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 under42 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 Property; (i1) 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; (i1) 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 effe ct 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. I he 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 and 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 the Bank against all lawful claims whatsoever excepting only those claiming under Permitted Encumbrances; and (i1) 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 Mortg age 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 endorsement, 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 shall deliver all origina l 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 property 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 amount paid to the Bank h ereunder 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 transactions) of stock, partners hip 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 condition 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 claims 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) resto ration, 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 pre vious 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 o audited o reviewed o compiled by an 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 certifi cate 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, the date(s) 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 timely 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 shal l 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. 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;

c.

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;

d.

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;

e.

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 Mortgagor's records relating to environmental m atters 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 openly 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, 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 be en 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 under 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 defens e 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 petition 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 (ii) 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 convicted 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 repaym ent 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 reimburse 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; (iii) 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 Bank'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 re tained 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, hens, water or sewer rents, or insurance premiums, if any, or in order 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 singular1y 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 have the right to sue and coll ect 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 AGAINSI IHE MORIGAGOR. 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, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE MORTGAGOR HAS OR MAY HAVE T0 PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND OF 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 (ORA COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE A SUFFICIENT WARRANT; WHEREUPON A WRIT OF POSSESSION OF THE 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 AND DEFECT S 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 PROVIDED, 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 doctrine wi th 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 notice 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 documents wi th 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 against M ortgagor on this Mortgage.

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-GOUNTY 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 AGAI NST ANY PROPERTY OF MORTGAGOR 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 (i1) 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 any way 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 statutes 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 29^th day of July, 2010, 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

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Public

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31, 2013

Member, Pennsylvania Association of Notaries

SCHEDULE A

JACK FROST MOUNTAIN SKI AREA

All that certain piece, parcel or tract of land situate in the Township of Kidder, County of Carbon, Commonwealth of Pennsylvania, described as follows:

Beginning at a hemlock; thence by land surveyed to William Lewis, North 236 perches to a post; thence by the Joseph Dyer and Mary W right tracts, East 288 perches to a post; thence by the William Paul tract, South 236 perches to a post; thence by the John Redman tract, West 288 perches to the place of beginning, containing 400 3/4 acres and allowance, etc.

Being the same tract of land surveyed in pursuance of a warrant dated May 10, 1793, to ISAAC PAXTON, and the same premises described as the twelfth tract, which, inter alia, Edward J. Fox, widower, granted and conveyed to the party of the first part by deed dated April 15, 1931, recorded in and for Carbon County in Deed book No. 115, page 670.

EXCEPTING AND RESERVING THEREOUT AND THEREFROM the following described premises:

All that certain portion of the Isaac Paxton Warrantee tract, said portion being described as follows: Beginning at the Southeasterly corner of the Isaac Paxton tract, thence westwardly along the John Redman tract a distance of 700 feet, more or less, to a point; thence northwardly by a line perpendicular to the north line of the John Redman Warrantee tract a distance of 3894 feet, more or less, to a point being a common corner of the Joseph Dyer and Mary Wright Warrantee tracts; thence along the Mary Wright tract a distance of 700 feet, more or less, to the northwesterly corner of the William Paul tract; thence along the William Paul tract a distance of 3894 feet, more or less, to the point the place of beginning. Containing 62.5 acres of land, more or less.

FURTHER EXCEPTING AND RESERVING THEREOUT AND THEREFROM that certain tract of land known as and being Snow Ridge Village and described in deeds from Blue Ridge Real Estate Company to Snow Ridge, Inc. n Carbon County Deed Book Volume 424, Page 36, Volume 440, Page 648 and Volume 469, Page 541.

EX-10

BIG BOULDER CORPORATION MORTGAGE

Pennsylvania

I hereby certify that the address

of the Mortgagee is:

Manufacturers and Traders Trust Company

One M & T Plaza

Buffalo, New York 14240

Attn: General Counsel's Office

/s/ JOSEPH E. KLUGER. ESQUIRE

On behalf of Mortgagee

Record and Return to:

M & T BANK

Collateral and Documentation Department

P.O. Box 1358

Buffalo, NY 14240

THIS IS AN OPEN-END MORTGAGE SECURING FUTURE ADVANCES UP TO A MAXIMUM PRINCIPAL AMOUNT OF $2,600,000.00 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 July 29, 2010, 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 (i) all sums due under the Loan Documents (as herein defined) in connection with financial accommodations in the principal amount of up to Two Million Six Hundred Thousand Dollars ($2,600,000.00); and (ii) any other 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 legal 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 full.

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): 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 Co., Individually and d/b/a Stoney Run Realty Company and d/b/a Stoney Run Builders Company, and Jack Frost National 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.: ______________________________________

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 payments 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 benefiting 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 under42 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 Property; (i1) 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; (i1) 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 effe ct 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. I he 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 and 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 the Bank against all lawful claims whatsoever excepting only those claiming under Permitted Encumbrances; and (i1) 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 Mortg age 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 endorsement, 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 shall deliver all origina l 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 property 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 amount paid to the Bank h ereunder 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 transactions) of stock, partners hip 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 condition 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 claims 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) resto ration, 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 pre vious 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 o audited o reviewed o compiled by an 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 certifi cate 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, the date(s) 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 timely 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 shal l 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. 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;

c.

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;

d.

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;

e.

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 Mortgagor's records relating to environmental m atters 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 openly 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, 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 be en 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 under 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 defens e 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 petition 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 (ii) 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 convicted 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 repaym ent 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 reimburse 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; (iii) 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 Bank'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 re tained 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, hens, water or sewer rents, or insurance premiums, if any, or in order 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 singular1y 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 have the right to sue and coll ect 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 AGAINSI IHE MORIGAGOR. 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, UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE MORTGAGOR HAS OR MAY HAVE T0 PRIOR NOTICE AND AN OPPORTUNITY FOR HEARING UNDER THE RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND OF 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 (ORA COPY THEREOF VERIFIED BY AFFIDAVIT) SHALL BE A SUFFICIENT WARRANT; WHEREUPON A WRIT OF POSSESSION OF THE 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 AND DEFECT S 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 PROVIDED, 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 doctrine wi th 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 notice 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 documents wi th 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 against M ortgagor on this Mortgage.

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-GOUNTY 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 AGAI NST ANY PROPERTY OF MORTGAGOR 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 (i1) 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 any way 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 statutes 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 29^th day of July, 2010, 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

COMMONWEALTH OF PENNSYLVANIA

Notarial Seal

Eric D. Hanna, Notary Public

Tobyhanna Twp., Monroe County

My Commission Expires Jan. 31, 2013

Member, Pennsylvania Association of Notaries

SCHEDULE A

BIG BOULDER SKI AREA

BIG BOULDER SKI AREA

ALL THOSE CERTAIN tracts of land situate, lying and being in the Township of Kidder, County of Carbon and State of Pennsylvania, bounded and described as follows, to wit:

TRACT ONE - Beginning at a stone corner in line of land surveyed to Michael Kryder and

°

James Duncan 92 perches from the corner of David Evans tract; thence North 25 West 250 perches or thereabouts to the corner of the John Barron, Jr. and William Wood tract, South 79° West 227 1/2 perches to a maple tree, a corner of John Barron, Jr. and Abraham Schupp tract; thence by land of the said Abraham Schupp 383 1/2 perches West to a post corner; thence by the Richard Thatcher tract South 20° East about 200 perches to a stone corner; thence by lands fixed by agreement between Phineas and Oliver Dreisbach and Lewis Miller across lots North 73° East 19 perches to a stone corner; thence North 730 East 19 perches to a stone; thence North 87° East 23 1/2 perches to a pine tree; thence South 84 V20 East 16 1/2 perches to a spruce tree; thence North 84 V2° East 15 1/4 perches to a pine tree, North 86 1/2° East 40 perches to a stone; thence South 71° East 30 perches to a pine tree; thence South 77 V2&# 176; East 7 3/4 perches to a pine tree; thence South 76° East 38 perches, to a pine tree; thence South 78 1/2° East 42 perches to a stone; thence South 82° East 21 perches to a post; thence South 75° East 13 perches to a pine tree; thence South 25° East 62 perches to a stone; thence south 73° East 20 perches to a pine tree; thence North 84 1/2° East 7 3/4 perches to a pine tree; thence 78 East perches to a stone or large rock by the road; thence North 66 1/20 East 6 perches to a stone corner; thence North 79 1/2° East 246 perches to the place of beginning. Containing 900 acres of land, be the same more or less.

TRACT TWO - Beginning at an iron pin corner on the northerly side of the State Highway leading to Mauch Chunk (previously Route 903) same being corner of lots Nos. 1 and 2; thence along said line between lots Nos. 1 and 2 North 14° 00' West 210 feet to an iron pin corner; thence South 75° 46' West 1200 feet, more or less, to the shore line of Grassy Lake; thence along said shore line in a southeasterly direction 320 feet more or less to the northerly side of the State Highway (Old Route 903) leading to Mauch Chunk; thence along the northerly side of said State Highway on its several courses and distances, 1015 feet, more or less, to the iron pin corner, the place of beginning.

TRACT THREE - Beginning at a pipe driven in the ground on the westerly side of road 2 from which the northeasterly corner of lands now or formerly of Sam Patner bears, South 48° 46' West distant 82.6 feet; thence by other lands of the party of the first part, of which this lot was formerly a part, North 410 14' West (at 221.2 feet passing a pipe driven in the ground) 228 feet, more or less, to a point at the shore line of Round Lake; thence along the shore line of Round Lake North 37° 26' East 51 feet to a point at the shore line; thence by other lands of the party of the first part, of which this lot was formerly a part, South 41° 14' East (at 6 feet passing a pipe driven in the ground) 238.1 feet, more or less[ to a pipe; thence along the westerly side of said Road 2, South 48° 461 West 50 feet to the place of beginning. Being part of lots Nos. 40 and 41, Tier 1, as designated on map of "Lake Mountain Develop ment, Carbon County, Pa, Round Lake Tract."

Being the same premises which Ira F. Knorr and Eva M. Knorr, his wife, by deed dated August 28, 1946, and recorded in and for Carbon County in Deed Book 147, page 113, granted and conveyed to the party of the first part herein.

TRACT FOUR - Beginning at old stones, a corner common to the Joseph Nourse, Abraham Shupp, Abraham Hillyard and Richard Thatcher Warrant, the most northerly corner of the tract herein described; thence following the line separating the last two mentioned warrants, by land of the party of the first part, South eighteen (18) degrees, twenty-six (26) minutes East, crossing a run, seventeen hundred and twenty-six (1726.0) feet to a point; thence through the Richard Thatcher Warrant, by land of the Commonwealth of Pennsylvania, formerly J. C. Loose, North twenty-eight (28) degrees, forty-two (42) minutes West, seventeen hundred fifty and eight tenths (1750.8) feet to a post and stones on the line separating the Joseph Nourse and Richard Thatcher Warrants; thence following said warrant division line, by land of the party of the first part, North seventy (70) degrees, twelve (12) minutes East, three hundred (300.0) feet to an old stones corne r, at the place of beginning. Containing 6.0 acres.

TRACT FIVE - Beginning at a stone, corner in the Abraham Hillyard Warrant the most westerly corner of the tract herein described; thence through the Abraham Hillyard Warrant, by land of the party of the first part, the ten (10) following courses and distances:-North seventy-three (73) degrees, thirty (30) minutes East, thirteen and five tenths (13.5) feet to stones, an old corner; North eighty-one (81) degrees, forty-four (44) minutes East, six hundred fifty-one and five tenths (651.5) feet to stones, an old corner; North eighty-nine (89) degrees, twelve (12) minutes East, three

hundred and ninety-one (391.0) feet to post in a pine stump, an old corner; South eighty-five (85) degrees, one (01) minute Last, two hundred and seventy-seven (277.0) feet to stones, an old corner; North eighty-four (84) degrees, thirty (30) minutes East, two hundred fifty-four and five tenths (254.5) feet to a dead pine and stones, an old corner; North eighty-seven (87) degrees, eight (08) minutes East, six hundred and sixty (660.0) feet to stones, an old corner; South seventy (70) degrees, twenty (20) minutes East, five -hundred twenty-seven and five tenths (527.5) feet to stones, an old corner; South seventy-seven (77) degrees, no (00) minutes East, one hundred and twenty eight (128.0) feet to stones, an old corner; South eighty-six (86) degrees, three (03) minutes East, one hundred and eighty-four (184.0) feet to stones an old corner; and South seventy-five (75) degrees, thirty-seven (37) minutes East, fo ur hundred and fifty-six (456.0) feet to a stone corner on or near the line separating the Abraham Hillyard and the Henry Beck Warrants, the most easterly corner of the tract herein described; thence continuing through the Abraham Hillyard Warrant, by land of the Commonwealth of Pennsylvania, formerly Charles Wernett; the two following courses and distances:-South eighty-seven (87) degrees, thirty six (36) minutes West, thirty-three hundred eight and six tenths (3308.6) feet to stones; and North twenty-eight (28) degrees, forty-two (42) minutes West, three hundred and eighty-four (384.0) feet to stones, at the place of beginning. Containing 24.1 acres.

Being the same premises which the Commonwealth of Pennsylvania, acting by and through

Pennsylvania Game Commission, by deed dated June 24, 1948, and recorded in and for Carbon County in Deed Book 150, Page 488, granted and conveyed to the party of the first part herein.

EXCEPTING therefrom that certain tract of land which the party of the first part herein by deed dated June 24, 1948, and recorded in and for Carbon County in Deed Book 150, page 492 granted and conveyed to The Commonwealth of Pennsylvania, said tract being designated as Tract No.2 herein.

ALSO, EXCEPTING therefrom that certain lot or tract of land which the party of the first part herein by deed dated February 11, 1954, and recorded in and for Carbon County in Deed Book 173, Page 594, granted and conveyed to H. Robert Hartman, widower, and Walter L. Schmidt, Jr. and L. Irene Schmidt, his wife.

ALSO, EXCEPTING therefrom that certain lot or piece of land which the party of the first part herein by deed dated October 19, 1954, and recorded in and for Carbon County in Deed Book 177, Page 231, granted and conveyed to Fred T. Harleman and Arlene B. Harleman, his wife.

ALSO, EXCEPTING therefrom that certain tract or piece of land which the party of the first part herein by deed dated July 15, 1949, and recorded in and for Carbon County in Deed Book 154, Page 474, granted and conveyed to the party of the second part herein, said tract or piece of land being designated as 'The Third Thereof Situate At Big Boulder".

ALSO, EXCEPTING therefrom that certain tract or piece of land which the party of the first part herein by deed dated August 26, 1953, and recorded in and for Carbon County in Deed Book 173, Page 148, granted and conveyed to American Telephone and Telegraph Company.