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

		       REGISTRATION NO. 87/8-252/1

C.B.G. Limited, a Pennsylvania limited partnership, the developer 
of The Valley of the Lakes and Eagle Rock Resort (the "Resort"), 
wishes to terminate the above referenced registration because it 
is unable to comply with current regulatory requirements and 
because it has no plan to undertake further marketing of property 
in The Valley of the Lakes and Eagle Rock Resort to New Jersey 
residents.  Pursuant to the requirements of the New Jersey Real 
Estate Commission, C.B.G. Limited hereby certifies that:

1)  All improvements promised in the registration with respect to 
    individual lots, the Public Offering Statement and contracts 
    have been completed in accordance with the representations 
    made to New Jersey;

EXCEPT that approximately 79 lot owners from New Jersey are still 
serviced by shale-surfaced roads, pending application of the final 
asphalt surface.  Of that number, approximately 4 lot owners are 
in areas (section ER) where funding of completed construction has 
been assured by bonds or letters of credit;

THAT approximately 46 lot owners do not have water and sewer 
hookups.  Of that number, approximately 4 lot owners are in areas 
where funding of completed hookups has been insured by a letter of 
credit (Section ER) , AND that two recreational facilities, Lake 
Algonquin and the golf course, are incomplete.  HOWEVER, the
registration in effect at the time of the subject sales contained 
statements to the effect that no monies had been placed in escrow 
to fund these improvements and thus the improvements were not
financially assured.

The Developer, C.B.G. Limited, is currently subject to proceedings 
of Chapter 11 Bankruptcy, Case Number 92-00525JJT-5 in the United 
States Bankruptcy Court, Middle District of Pennsylvania.

2)  Funding maintenance of the improvements in The Valley of the 
    Lakes and Eagle Rock Resort is the responsibility of annual 
    maintenance fees from the property owners.  These funds are 
    paid to the developer which is currently in Chapter 11 

3)  There are no pending administrative orders issued by any state 
    or federal agency which seeks to suspend or revoke any 
    registration of the subdivided lands sought to be terminated;

4)  There may be delinquent taxes or filing fees owed by the 
    developer upon the subdivided lands, although none are owed
    by the developer on property sold to New Jersey residents;

5)  All New Jersey purchasers have received title to their lots 
    offered pursuant to the registration statement, contracts and 
    Public offering Statement filed in New Jersey free and clear 
    of any monetary liens and encumbrances, except for any 
    mortgage given by the New Jersey purchaser.  Attached as 
    Exhibit A to this affidavit is a list of New Jersey purchasers 
    of lots in the Valley of the Lakes.

6)  And, that no further marketing of the Resort will be made to 
    New Jersey residents in the State of New Jersey, and that any 
    advertisements for the property in any national media which 
    disseminates into New Jersey, will contain a disclaimer that 
    the property is not registered with the New Jersey Real Estate 

Date: July 9, 1992		C.B.G. LIMITED

					By: /s/
					Frank Cedrone
					Title:	Managing Partner

STATE OF Pennsylvania

COUNTY OF Luzerne  ss:

I hereby certify, that on this 9th day of July 1992, before 
the subscriber, a notary public in and for the jurisdiction 
aforesaid, personally appeared Frank Cedrone, who acknowledged 
himself to be the Managing Partner of C.B.G. LIMITED (the "Partne-
rship") and that he, as such partner, being authorized so to do, 
executed the foregoing document for the purposes therein contained 
by signing the name of the Partnership as such partner.

					Notary Public

					ROBERTA GAGUANO, Notary Public
					Hazleton, Luzerne County
					My Commission Expires March 13,1995

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

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