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Valley of Lakes RICO Class Action against PNCBANK, et al.
ripped edge: exhibits

Valley of Lakes Letterhead

			September, 1991

Dear Property Owner:

	C.B.G. Limited has been in the process of restructuring the 
financing for Valley of Lakes/Eagle Rock Resort for the past 18 months.  
We have just accepted a commitment which will allow us to resume our 
original schedules and complete Pennsylvania's premiere residential 
resort community in grand style.  Full funding of this commitment should 
occur within 90 days.

	Simultaneously, we have arranged additional bridge financing which 
allows us to continue our work on the golf course.  Construction crews 
have been contracted and will begin underground utility line 
installation within two weeks. These include water, sewer, electric,
cable and telephone lines.

	On the Valley floor, the underground utilities for the "E" Section 
have been completed and the "EA" Section is now underway.  We will be 
working through the winter months to complete this section by spring.  
The roads in the "E" and "EA" Sections will be shale paved with final 
paving being completed in the spring.

	The ski season will bring with it the additional snowmaking 
capacity and, most important, Ken Knize as General Manager.  Ken has 
been the President and General Manager of Big Boulder Ski Area for the 
past 11 years.  Please help us welcome him.

	We will also begin construction on an additional 24-room expansion 
on our motel, which will provide 48 rooms for rent prior to Christmas.  
Once the motel is complete, we will complete our Commercial Operations 
Building for a spring opening.

	We apologize for the infrequency of our updates, but the financing 
process has been tedious, frustrating and very unpredictable.  Your 
ongoing support and understanding during these critical times has been 
important to our success.  Hundreds of developers have gone out of 
business during this financial crisis facing our country.  We ask you 
for your continuous support and thank you for your patience.

	We have scheduled two events to celebrate the autumn season and
hope you mark your calendars!

			 OCTOBER 11, 12 and 13
Carnival Rides, German Bandsg Bavarian Village, Fireworks, Food and
		       Drink, Great Family Fun
		    Located by the Panorama Lodge 
(A flyer was previously sent to you with all the information regarding
this spectacular event)

			     NOVEMBER 16
	         Located at the Fireside Base Lodge 
The art is acquired from the Heisman's Fine Arts Gallery in Ardmore,
Pennsylvania.  You will see a variety of fine art including original 
oils, lithographs, serigraphs and graphics by nationally known artists.  
The starting bids are from $60 to $150, which includes framing and matting.  
There will be complimentary hor-doeurves and a cash bar.  
Enclosed are two complimentary tickets for you to use.  Please plan to 
attend this event.  There is something for everyone's taste and budget.


					Frank M. Cedrone

Valley of Lakes RICO Class Action against PNCBANK, et al.

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