menu bar

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

                 C.B.G. LIMITED



I.    Executive Summary
        A.      Project Owner/Borrower
        B.      Project Description, Location and Site
                1.      Commercial.Amenities & Facilities
                        a.      Eagle Rock Lodge
                        b.      Eagle Rock Ski Resort
                        c.      Eagle Rock Motel
                        d.      Eagle Rock Golf Course
                        e.      Commercial Operations Building
                        f.      The Ravens Run Equestrian Center
                2.      Recreational.Amenities & Facilities
                        a.      Fireside Swim and Tennis Clubhouse
                        b.      Sports Core
                        c.      Two Lake Areas
        C.      Operating Companies
                1.      Oneida Water Company
                2.      Valley Utilities Company, Inc.
                3.      Valley Maintenance Company
                4.      Valley Construction Company
        D.      Capital Project Investment
                1.      Investment to date
                2.      Projected Investment
        E.      Breakdown of Main Project Cost Components
        F.      Loan Request
                1.      Type of Loan Requested
                2.      Amount of Loan Requested
                3.      Loan Period Requested
        G.      Equity Availability
                1.      Amount of Hard Equity
                2.      Security/Guarantees/Collateral Offered
                3.      Existing Feasibility/Viability Study & Updated Appraisal

II.     Marketing

III.    Organization and Staff

IV.     Insurance Programs and Bond Commitments

V.      Appraisal Information

VI.     Loan Description

VII.    Exhibits
        Exhibit #1 - Eagle Rock Ski Area
        Exhibit #2 - Eagle Rock Resort
        Exhibit #3 - Valley Utilities, Inc. and Oneida Water Company
        Exhibit #4 - Valley Maintenance Company and Valley
                Construction Company

VIII.   Appendices


                        EXECUTIVE SUMMARY


                        EXECUTIVE SUMMARY

1.  Presentation of Project Owner/Borrower

    - C.B.G. Limited, a Pennsylvania limited partnership,
      owners and developers of Valley of Lakes/Eagle Rock 
      Ski and Golf Resort, P.O. Box 2039, Route 924,
      Hazleton, Pennsylvania 18201.  Telephone Number 
      (717)-384-3223, Fascimile Number (717)-384-3007.

    - The Valley is designed as a combined residential 
      resort community that will include a healthy mix of 
      housing types, commercial and non-commercial amenities 
      and facilities and full support capabilities.  
      Amenities are designed to provide year-round 
      recreation and include skiing, boating, fishing, 
      swimming, golfing, tennis, equestrian activities and 
      other sports and recreational facilities.

      The Valley has two man made lakes and a third, Lake 
      Algonquin, is in the permitting phase.  Plans call for 
      completion of the lake as well as a shopping center, 
      office and commercial development, a convention/hotel 
      center and other facilities.  Ultimately, there will 
      be some 6,403 housing units in the development, 
      comprised of single family, town home and multiple 
      dwelling complexes (such as midrise, condominium or 
      similar housing).

   - Ownership:    Frank M. Cedrone, Managing General
                70% limited partner
                 5% general partner

                Wayne F. Guidotti
                11% limited partner

                Kleppinger Trust
                14% limited partner

   - The Managing General Partnerg Frank M. Cedrone, brings 
     over 30 years experience in the real estate 
     development industry.  Wayne F. Guidotti, also a 
     partner and Director of Operations, has over 20 years 
     experience in finance and operations management.

2.  Project Description, Location and Site

   - Valley of Lakes/Eagle Rock Ski and Golf Resort.


2.  Project Description, Location and Site (Continued)

   - Valley of Lakes/Eagle Rock Ski arid Golf Resort is a 
     tract of land comprised of some 3,891 acres and is 
     designed as a combined primary-second home resort 
     community.  The platted, engineered, approved and 
     recorded lots to date total 1,931.  There are 644 lots 
     remaining to be sold out of this section of inventory.  
     Ultimately, there will be some 6,403 housing units in 
     the development.

        Commercial Amenities and Facilities

     Eagle Rock Lodge: A fine-dining and nightclub
     facility offering live entertainment as well as 
     banquet facilities.  This lodge is a three-floor 
     structure, containing 19,909 square feet and a 
     capacity of 584 patrons.
     Eagle Rock Ski Resort: The resort has four ski lifts
     and 12 trails with an uphill capacity of 4,300 skiers 
     per hour.  All new snow-making and lighting capacity 
     have been installed.  Over 20,000 skiers visited Eagle 
     Rock Ski Resort for the 1990-1991 ski season, (our 
     first full year of operation).  We anticipate 
     approximately 30,000 skier visits for the 1991-1992 
     season.  The Ski Resort boasts two (2) new lodges to 
     service it's customers.  The Panorama Lodge, a 10,000 
     square foot facility, is located at the top of the 
     slopes and the Fireside Base Lodge, 13,400 square 
     feet, is at the bottom.
     Eagle Rock Motel: This 24-room motel unit is located
     adjacent to Eagle Rock Lodge and Eagle Rock Ski 
     Resort.  All units are equipped with telephone 
     service, colored televisions and private bathroom 
     Eagle Rock Golf Course: An eighteen hole golf course
     has been totally designed by Arnold Palmer and is 
     presently under construction.  Thls is the first of 
     three (3) 18-hole championship golf courses planned to 
     be built.
     Commercial Operations Building: A 28,888 square foot
     state-of-the-art building has been designed to act as 
     a nerve center for all operations.  This building is 
     currently under construction.
     Ravens Run Equestrian Center, Inc.: The equestrian
     facility contains an indoor arena, 28 horse stalls and 
     a 3+ acre corral. 


2.  Project Description, Location and Site (Continued)

                Recreational Amenities

     Swim and Tennis Clubhouse:  This facility provides
     swimming and tennis, a children's pool as well as a 
     building with snack bar, rest rooms and related 
     Sports Core:  There are six shuffleboard lanes, two
     bocce courts, two horseshoe lanes, a basketball court, 
     badminton, lawn croquet, volleyball courts, an eight 
     lane archery range and children's play area.  Picnic 
     facilities are nearby, including a covered 60' x 80'
     pavilion .
     Lakes:  Lakes Choctaw, (22 acres), and Susquehanna, (45
     acres) are man-made lakes for boating, swimming and
     fishing.  A third lake, Lake Algonquin, (85 acres), is 
     currently under construction.

                Operating Companies

     Oneida Water Company:  This water company is the
     exclusive water utility service to all resldental and 
     commercial customers within the Valley of Lakes and 
     Eagle Rock Resort as well as to the nearby town of 
     Oneida, Pennsylvania.
     Valley Utilities Company, Inc.: This sewerage
     treatment plant is the exclusive sewer utility service 
     to all residential and commercial customers within the 
     Valley of Lakes and Eagle Rock Resort.
     Valley Maintenance Company: This company is 
     responsible for the maintenance of the roads and 
     commercial facilities of C.B.G.Limited.
     Valley Construction Company: This company is 
     responsible for the construction of all commercial 
     facilities for C.B.G. Limited.

   - The number of lots still to be developed on the 
     remaining 3,552 acres within the development are as 

        single family: 1,622
           townhouses: 2,470
              midrise: 1,024
               TOTAL : 5,116

     The number of living units remaining to be built, 
     (including those on lots already sold), are 
     approximately 6,100.


                       CAPITAL PROJECT INVESTMENT
                             ($ MILLION)
                    (Total Expended as of 12-31-90)

Eagle Rock Golf Course #1                       1.0     Under construction
(designed and managed by  Arnold Palmer)

Eagle Rock Ski Resort                           7.9     Complete
(uphill capacity: 4,700 skiers/hour, 
 4 lifts, 12 trails, all illuminated)

Swim and Tennis Clubhouse                        .3     Complete
(heated inground Olympic pool, 
 illuminted tennis courts, and club-
 house with men's and women's locker/ 
 shower rooms)

Lakes and Dams                                  2.6     Two lakes complete
                                                        One lake permits

Ravens Run Equestrian Center                     .5     Complete
(28 horse stalls, 3.5 acre corral, 
 160 foot indoor arena, 2 stable 

Sports Core  (all recreational                   .3     Complete 
 sports plus outdoor pavilion)

Oneida Water Company (central water)            2.0     Continued expansion

Valley Utilities Company, Inc.                  3.4     Continued expansion
 (central sewer)

     Eagle Rock Lodge (19,909 sf)               2.2     Complete
     Commercial Operations Building             
       (28,888 sf)                               .8     Under Construction
     Motel    (24 units)                         .4     Complete
     Fireside Base Lodge                        1.1     Complete
     Mountaintop Lodge                           .6     Complete
     Ticket Sales Building (computerized)        .1     Complete
     Maintenance Buildings (3)                   .1     Complete
     Three parking lots (2000+ cars)    

Roads  ** (18 miles)                            4.4     Complete
TOTAL EXPENDITURES                             27.7

* Totals do not include furniture, equipment, fixtures, computers, etc,
for any of the operations.                                      Total:     $679,878.
** Totals do not include almost 16 miles of roads which have been shale 
paved and almost 4 miles of additionals roads which have been cleared.
                                                        Total:  $1,348,000.


                       ($ MILLION)

                                        1993    1994    1995    1996    1997
Eagle Rock Golf Course #1               3.16
        Golf Course 2                                   2.0     2.0

Eagle Rock Ski Resort                    .4                      .25

Lakes and Dams                          2.45

Oneida Water Company                    1.17       .1     .42    .57     .13

Valley Utilities Co., Inc.              2.69            1.0     1.75

        Commercial Oper. Bldg.            .93
        G.C. Clubhouse #1                       1.25    1.25
        G.C. Clubhouse #2                                               1.5

Roads                                    3.64    .53    1.51    1.48     .45
                                        -----   -----   -----   -----   -----

TOTAL CAPITAL INVESTMENT                14.44   1.88    6.18    6.05    2.08

5-year Estimated Capital Project Investment Required: $30.63 Million.


3.  Breakdown of Main Project Cost Components

     Cost of Land                                       $  4,153,866. USD

Investment Prior to 1991:                               $  27.70 Million USD
Five-year Estimated Investment:                         $  31.53 Million USD
Cost of Land:                                           $   4.15 Million USD
Present Value of Current &
 Planned Land Inventory:                                $  62.40 Million USD

TOTAL COLLATERAL:                                       $ 125.78 Million LSD

        First Eastern Bank, N.A.                        $ 16,600,000
        Kleppinger Trust                                   1,789,000
        Wolgin Loan                                        1,450,000
        PennVest 1                                           193,274
        PennVest II                                          231,318
        RCP Loan                                             468,164
        Auto Loans                                             7,700
        J.1. Case (Heavy Equipment)                           42,269
        Associates Capital                                    14,906
        Various Leasing Companies                            509,491
        Accounts Payable                                   3,317,841

        TOTAL                                           $ 24,623,963 USD

4.  Type of Loan Requested

   - Development financing to complete infrastructure and 
     amenities as well as refinancing of current debt.

5.  Loan Amount Requested

   - $45.0 Million USD.

   - Payoffs at Closing                                  24,623,963
     Complete Eagle Rock Golf Course                      3,160,000
     Complete Additions to Ski Resort                       400,000
     Build Lake Algonquin and Dam                         2,450,000
     Install Water Utility Lines                          1,170,000
     Install Sewer Utility Lines                          2,690,000
     Complete Road Construction                           3,640,000
     Complete Comm. Oper. Bldg.                             930,000
     Working Capital, Costs of
       Financing and Brokerage                            6,936,037
     TOTAL                                              $45,000,000 USD


6.  Loan Period Requested

   - Our goal is to structure a loan repayment schedule 
     providing the lowest possible cash outlays during the 
     various construction phases.  We are requesting a loan 
     period of 10 years, interest only paid quarterly in 
     arrears during construction and equal monthly 
     amortization payments thereafter.

7.  Availability of Equity 


     $47,936,273 USD


     Project Appraisal, January, 1992   $ 72,500,000
     Minus Existing Debt                  24,623,963

     TOTAL HARD EQUITY                  $ 47,876,037

8.  Security/Guarantees/Garantor/Collateral Offered

   - First position on the entire project and total site 
     area .

9.  Existing Feasibility/Viability Study and Updated 

   - Existing Feasibility/Viability Study and Updated 
     Appraisal from Booth Appraisal and Realty Company, 
     Inc. was completed on January 20, 1992, stating the 
     appraised value at $72.5 Million USD "as presently 

Note :

(*)     These state agency sponsored loans are for 20 years
at 1% interest for the first 10 years, and 3% interest for 
the next ten years.  Since they are paid-off via a surcharge 
on the bills of utility customers, they do not have to be 
paid by C.B.G. and would result in a savings of $424,592.





Valley of Lakes and Eagle Rock Resort is now regarded as 
"The" Premier Planned Residential/Resort community in the 
Northeast.  Tours and inspections by reporters from all 
major media have resulted in glowing reports praising the 
creative planning, quality development and commitment to 
excellence shown by the developers, C.B.G. Limited.

Editorials in the New York Times, Real Estate Review, 
Hazleton Standard Speaker, Wilkes-Barre Times Leader and 
other local and major market news media have all highly 
praised the community.

The property has been featured in such leading publications 
as Time, Newsweek, U.S. News and World Report, Sports 
Illustrated, Golf Magazine and Philadelphia Magazine.  With 
a continual high level advertising campaign that has been 
conducted in newspapers and magazines, radio and television, 
by direct mail, billboard and special promotions, the Valley 
of Lakes message has been carried throughout seven states 
and the District of Columbia.  However, news of this fine 
development has spread far beyond its normal market area.  
Property owners now include buyers from Europe, Asia and the 
Far East.


        Primary:  Pennsylvania, New York, New Jersey
        Secondary:  Connecticut, Delaware, Maryland, D.C.,


        Direct employed sales teams headed by regional Managers 
in Pennsylvania, New York, and New Jersey, supplemented by 
independent and multiple broker networks who have signed 
referral agreements with CBG Limited, i.e. Weichert 
Realtors, E.R.A., Century 21, Caldwell-Banker, Prudential, 
etc.  Independent and broker networks in all secondary


        Preview Film Showings  In all market areas, held in 
local hotels, restaurant banquet rooms, etc., prospects 
selected by wealth category and proximity to film showing 
are solicited by phone room located in Bellmawr, NJ.  
Additional prospects are solicited by local area brokers 
to attend.  Media blitz precedes film previews in each area 
by one week to enhance image and give instant recall to 
prospective attendees.


Attendees are solicited to tour Valley of Lakes based on 
qualifying financial data, exposed need and created desire.  
Prospects who do accept tour offer are sold by on-site sales 
team members.

        In-Home Presentations  Appointments are set for in-home 
video presentations for prospects responding to media 
advertising.  These presentations are conducted by our 
off-site, direct employed sales team members, as well as 
participating brokers.  Offers to tour the property are made 
to qualifying prospects who are then sold by on-site sales 
team members.

        Special Promotions  Special promotions are prospect 
generators and are conducted by on-site and off-site sales 
teams .

                Off site  Promotions include industry trade 
shows, home shows, boat shows shopping mall promotions, 
conventions, builder's expositions, etc.  Off-site 
promotions are supported by media advertising and 
personality appearances.

                On-site  Promotions include special events for 
property owners and their guests such as barbeques, games 
and contests, fishing tournaments, carriage rides, trail and 
hay rides, swim and tennis functions, etc.  Other special 
events include the use of personalities.


        All major media advertising is utilized.

        Newspaper Advertising  This medium is utilized in those 
markets, wherein we can respond with fleld personnel, either 
direct employees or broker personnel, for in-home 
presentations or invitations to "Preview Film Showings".

        Radio Advertising  This is conducted in all primary 
markets, with overlap into secondary markets achieved by 
proper selection of strong signal stations.  Inquiring 
prospects are offered Valley "tours" and/or overnight stays.  
In the alternative, they are scheduled for an in-home 
presentation or attendance at a "Preview Film Showing" in 
their area.

        Television Advertising  This is utilized on both 
network and cable TV channels and is limited to the primary 
market.  Respondents are handled similar to radio inquiries.

        Magazine Advertising  is of two types, i.e. Image and


        Image Advertising  i.e. Time, Newsweek, U.S. 
News and World Report, and Sports Illustrated are selected 
for specific markets in our primary market area for 
subscription purchasers only . The threefold benefits are: 
low cost for major image, maximum distribution to high 
income subscribers as opposed to occasional readers 
(newsstands), and ability to state, "as advertised in", etc. 
in other forms of advertising, i.e. direct mail, posters, 
pamphlets, etc

        Response Advertising  i.e. Golf magazine, is 
directed to special interest groups for particular product 
lead generation.


        All direct mail programs are response oriented and are 
used to promote or support special promotions.  Specifically 
targeted to special interest groups, in the upper-income 
bracket and timed to reach them in a specific time period 
coupled with a maximum urgency factor, direct mail programs 
offer special products, special prices, absolute deadlines, 
etc .


        Billboards are utilized strictly for image and 
directional purposes only and are strategically located for 
maximum exposure.


        Public Relations programs are designed to enhance the 
community's and developer's image and support ongoing sales 
and marketing.  These functions are promoted by our in-house 
agency, as well as our commercial agencies.  They maintain 
coordination between advertising and special programs for 
our separate profit centers, i.e. restaurant, ski area, and 
motel, and our real estate products, i.e. lots and housing 
products, for maximum effect.


                      KEY PERSONNEL



                   FRANK M. CEDRONE
                  128 Monmouth Green
                   Marlton, NJ 08053


September 1985 - Present
        C.B.G. Limited - (75% Ownership) Managing General Partner.  Set up 
Partnership, contracted with American Bank to acquire Property, 
negotiated resolution of all legal issues and title disputes, completed 
engineering and feasibility studies and cost analyses.  Met with local, 
state and Federal Regulatory Agencies to properly evaluate project 
requirements prior to closing in September, 1986.  From September 1986 
to present, managed the asset development of Partnership.

January 1983 - September 1985
        International Realty Corporation, West Berlin, NJ - Chief Executive 
Officer (Wholly Owned).  Represented several Florida Developers in 
marketing their properties as an Independent Agency.  Marketed 
commerical and industrial properties in southern New Jersey.

August 1972 - L)ecember 1982
        Lehigh Corporation, Lehigh, Florida - Director of North American 
Sales.  Directed all marketing of company products (homes, condominiums, 
lots and timesharing) in northern markets.

June 1967 - September 1972
        Deltona Corporation, Miami, Florida - General Manager, Marco Island 
Division.  Directed Northern marketing for this large Florida builder 
developer for their products (homes, condominiums, lots, timesharing) 
for their luxury community of Marco Island, Florida.

January 1955 - June 1967
        Greater Valley Contractors, Philadelphia, PA - General Manager.  
Directed all activities of this residential, commercial and military 
builder/contractor.  Responsibilities included: estimating, bid 
preparation, procurement of labor, materials and sub-contractors, liason 
with architects, engineers and owners (civilian and military), 
construction supervisors, etc.


        Attended Temple University - Business Administration
        Army General School, Fort Riley, Kansas
        Officers Candidate School


        Sales and Marketing Executives Club
        Eastern Industrial Advertisers - Philadelphia Chapter - AMA
        American Land Developers Association
        Evesham Township - Ecomonic Development Committee
        Knights of Coluinbus



                   WAYNE F. GUIDOTTI
                   91 Fox Valley Lane 
                  Glen Mills, PA 19342


August 1988 - Present
        C.B.G. Limited - (11% Ownership).  Director of Operations.  
Responsibilities include the following C.B.G. Limited profit centers: 
Eagle Rock Ski Resort, including food, beverage and retail sales at 
Mountain Top and Base Lodges; Eagle Rock Lodge and Night Club; Property 
Management, including Security and Maintenance; Residential Recreational 
Facilities including Swim and Tennis Club and Equestrian Center. 
 Responsibility shared with the Managing General Partner include 
financial management and human resources functions.

1980 - 1988
        Founded Capital Investment Plans, Limited, a registered investment 
advisory firm to offer financial and investment consulting to high 
income, high net worth individuals and small corporations.  Franchised 
offices in Pennsylvania and New Jersey.

1974 - 1 980
        Certified Financial Planner with Manufacturers Financial Services,
located in the Villanova, Pennsylvania Regional Office.

June, 1971 - December, 1973
        Acme Markets Incorporated - Operations Manager.  Responsible for 
managing the office located in Lancaster, Pennsylvania of Skyline 
Distributors, Division of Acme Markets, Inc.  Responsible for accounting 
and data processing functions.

November, 1970 - June, 1971
        Assistant Department Head of Corporate Cost Accounting.  Supervised
five section supervisors directly and sixty-five people indirectly.

December, 1968 - November, 1970
        Staff Assistant to Accounts Payable Department Head.  Concentrated
on work flow problems.

March, 1968 - December, 1968
        Management Trainee.  Began employment with Acme Markets with intent
of managing supermarket.

                American College
                Masters of Financial Sciences, 1987.
                College of Financial Planning - Certified Financial Planner
                University of Maryland - OS in Business

Licenses:       Life and Health Insurance, NASD,- General Securities; Real


                        C.B.G. LIMITED

JAMES DAGROSA           Hired 10/6/86.

Project Construction Manager.

Oversees water line, sewer line and road installation, golf course 
construction and all land surveying and design.  Member of the 
Architectural Control Committee.  Registered land surveyor.

ROBIN GAGLIANO          Hired 10/6/86.

Recreational Activities Director/Special Projects Manager.

Complete knowledge of preparing reports for C.B.G. Limited, researching 
properties at courthouse and arranging meeting and appointments.
Oversees all activities at the Swim and Tennis Club at Valley of Lakes, 
including budgets, hiring personnel and special functions.

JOSEPH JANCUSKA         Hired 11/7/88.

Utility Operations Supervisor.

Inspect and oversee all aspects of sewer and water operations including 
installation, purchasing, execution of material orders and trouble shooting.

KENNETH KNIZE           Hired 8/l/91.

Eagle Rock Ski Resort General Manager.

Complete knowledge and experience in snowtnaking, electrical and
mechanical maintenance, grooming, lifts, parking, ski patrol, ski
school, ticket functions, marketing, accounting, personnel and employee

ROBERT HERBERT          Hired 9/l/91

Director of Food and Beverage.

Oversees complete operations of Chez-Rael, Inc. and Trachele, Inc.  
Knowledge and experience with sales and budgets, short and long-term 
projections, advertising and marketing, capital planning, employee 
development and menu updating.


THOMAS MARNELL          Hired 1/19/87

Community Services Manager.

Interaction with state, local and civic agencies.  Knowledge and ability 
to communicate with leaders and department managers of C.B.G. Limited 
and understand laws and regulations.

THOMAS MURRAY           Hired 8/8/88.

Construction Supervisor.

Complete supervision of commercial amenities with knowledge regarding 
design specifications, proposals and contract reviews, hiring of 
employees, material purchasing, scheduling of personnel on the jobsite 
and safety inspections of site.

JAYANT PARMAR           Hired 11/14/88.

Chief Accounting Officer.

Supervision of all of C.B.G. Limited and Affiliated Company's 
accounting, financing, taxation and budgeting needs including monitoring 
loans, providing actual financial flows and comprising financial 

NEIL RODINO             Hired 11/l/89.

Media Director.

Knowledge and execution of all aspects of advertising and promotions 
including placing various advertisements, designing and developing sales 
aids and arranging special programs for the various departments of 
C.B.G. Limited.


                   INSURANCE PROGRAMS
                    BOND COMMITMENTS



                   INSURANCE COVERAGE



        General Aggregate                $2,000,000.00
        Operation                         1,000,000.00
        Personal Injury & Advertising     1,000,000.00
        Medical Expense                       5,000.00


LIABILITY INSURANCE                      $1,000,000.00

        Uninsured & Under Insured            35,000.00
        Comprehensive                    $  50.00 Deductible
        Collision                        $ 250.00 Deductible

     All owned auto, hired or borrowed automobiles and employer's 
non-owned autos are covered under the liability of this policy.


        Total Coverage                   $6,121,800.00
        Deductible per claim                  1,000.00

This policy provides all risk coverage to the physical plant.


ALL RISK                                 $1,000,000.00


     Coverage provided according to the statutes.  We have added the "All 
State endorsement and the Voluntary endorsement."


All risk coverage on equipment in the amount of $1,000,000.00.



        General Aggregate Limited        $1,000,000.00
        Products-Completed                1,000,000.00
        Personal & Advertising Injury     1,000,000.00
        Each Occurrence                   1,000,000.00


        General Liability                 1,000,000.00
        Including Products and Completed



        Bookkeepers                       $  500,000.00
        All other employees                   25,000.00
        Robbery of custodian                  25,000.00
        Robbery outside                       25,000.00
        Burglary                              25,000.00



        4 - 32,000 Water tanks
        Amount of insurance               $  140,000.00
        Equipment                            114,000.00
        total amount of equipment used       254,000.00


                        BOND COMMITMENTS

                                        Bonded at $100,000.00

                                        Bonded at $2,300,000.00

The cost of bonds has limited our efforts to submit 
subdivision plans for approval in advance of development.  
These approvals, when obtained, will significantly increase 
homesite inventory and commercial land investment 


                        APPRAISAL INFORMATION


                Booth Appraisal & Realty Co., Inc.
                    2006 N. Washington Avenue
                         Scranton, PA  18609
                             (717) 347-4666
                         (717) 347-4666 Fax

                           January 28, 1992

Mr.  Frank M. Cedrone 
C/O Valley of Lakes 
C.B.G. Limited
Route 924
Sheppton, PA 18201

Dear Mr. Cedrone:

Property Location:      Valley of Lakes
                        Route 924
                        Schuylkill and Luzerne Counties
                        Hazleton, Pennsylvania  18201

Date and Time of Appraisal:           January 20, 1992, at 9:00 AM

        In compliance with your request, the undersigned has completed an
appraisal of the fee simple interest in the above captioned property.
This property is located as shown on the attached sketch and is more
fully and legally described in the body of this report.

        Please be informed that a careful inspection was made of this site
and its building improvements.  Due consideration was given to all 
factors and forces that influence property value at the subject
location, such as, area and neighborhood trends, comparable market
transactions, prevailing rentals in the area, current levels of land
value, replacement costs, zoining and all factors we felt necessary to
estimate the property's Market Value.

        The attached report contains an analysis of general and specific
data which was deemed essential to support the estimate of value as
reported herein under the cost, income and market approaches to value.
Information and data supplied is believed to be current and has been
verified to the best of our ability, but cannot be guaranteed.

        As a result of my investigation and detailed findings, it is my
considered and professional opinion that the property described herein
warrants a Market Value, as of the above appraisal date, in the amount 

        (Seventy-Two Million Five Hundred Thousand Dollars)

        Please feel free to let me know if you desire additional
information concerning this report or if we may be of further

                        Respectfully submitted,

                        Donald J. Booth
                        Realtor ... Appraiser


                        C.B.G. LIMITED

                    RECAP OF PROJECTED VALUES
                APPRAISAL, DATED JANUARY 28, 1992

Lot Inventory
     Appraisal Analysis, Page 24                   $307,336,425

Public Utilities
     Oneida Water Company             5,807,484
     Valley Utilities Company, Inc.   7,746,487      13,553,971

Three (3) PGA-Rate Golf Courses
     Eagle Rock Golf Club West        4,100,000
     Eagle Rock Golf Club East        4,150,000
     Weston Hills Golf Club           4,075,000      12,325,000

Hotel/Convention Center Acreage                       3,600,000

Commercial Acreage                                    2,700,000

Commercial Operations Building                        2,980,000

Eagle Rock Ski Area                                   6,600,000

Eagle Rock Lodge/Motel                                2,300,000



                        LOAN DESCRIPTION



I.      BANKS
        a).   First Eastern  Bank       $11,500,000.00
        b).   First Eastern  Bank         3,000,000.00
        c).   First Eastern  Bank           550,000.00
        d).   First Eastern  Bank           600,000.00
        e).   First Eastern  Bank            25,000.00
        f).   First Eastern  Bank           925,000.00


Notes to Bank Debt
a)., b). and c). are development loan to C.B.G.
d).  is a development loan to Valley Utilities Company, Inc.
e).  is a Letter of Credit Fee
f).  is loan interest owed to date


a).     First Eastern Leasing Company

        6911-GF         $   2,128.48            34,055.68
        6977-GF               689.28            11,028.48
        7039-GF             1,258.75            20,140.00
        6962-GF             2,127.90            36,174.30
        6708-GF             4,047.05            68,799.85
        6847-GF               928.30            15,781.10
        6734-GF            18,833.02            94,165.26
        7521-GF             1,638.04            26,208.64
        7897-JF             2,324.77            37,196.32
        7971-JF             6,824.92            20,474.76
        7551-GF            10,595.76            52,978.80


b).   Adirondack (approx)                $26,000.00
c).   Equity Resources/Fleet (approx)     16,645.45
d).   American                            17,566.00
e).   Eastman Kodak                       32,277.00

Notes to Leases

1.   It is our intention to amortize the leases rather than payoff at closing.
2.   All accounts shown as a)., b)., c). and d). are leases, 
while e) is actually an installment loan.


        a).   PennVest 1            $ 193,274.00
        b).   PennVest II             231,318.00

Notes to Oneida Debt
PennVest I & II loans are not intended to be paid off at 
closing.  These are 20 year state sponsored loans which are 
amortized and paid off via a surcharge which is applied to 
customers' utility bills.  We have approval of the 
Pennsylvania Public Utilities Commission as part of our rate 
base .

        J.L. Wolgin                                     1,450,000.00

current expended portion of $2,000,000.00 loan.

V.      RCP LOAN                                          461,164.00

VI.     KLEPPINGER TRUST                                1,789,000.00

        a).   J.I. Case Credit     42,269.00 
        b).   Auto Loans            7,700.00
        c).   Associates Capital   14,906.68

VIII.   TRADE ACCOUNTS PAYABLE                          3,317,841.00


1.      To Be Paid At Loan Closing
         First Eastern Bank (all loans)               $16,600,000.00
         Kleppinger Trust                               1,789,000.00
         J.L. Wolgin                                    1,450,000.00
         RCP Loans                                        468,164.00
         Trade Accounts Payable                         3,317,841.00

2.      To Remain As Payables Per Schedules 
        And Agreements With Vendors
        a).   First Eastern Leasing                       417,003.19
        b).   Other Leases/Installments                    92,488.45
        c).   Equipment Loans                              64,875.68
        c).   PennVest I                                  193,274.00
        d).   PennVest II                                 231,318.00
                                                       $  998,959.32




                        EXHIBIT #1

                   EAGLE ROCK SKI RESORT

                LENGTH       AIR            WATER        LIGHT
TRAILS          FEET        6"-10"          6"-10"       POLES

Nestling        1500       1500 (6)       1500 (6)        11
Baldy            700        700 (6)        700 (6)         7
Feather Point   1200       1200 (6)       1200 (6)        11
First Flight     300       1000 (10)       700 (6)         5
Eagle Peak       900        900 (6)        900 (10)        7
Glider           400        400 (6)        400 (6)         1
Claw Run        1100       1100 (6)       1100 (6)         7
Beak Point      2000       2000 (10)      2000 (6)        15
Predator         800        800 (6)        800 (6)         4
Screaming Eagle  800        800 (6)        800 (6)         5
Majestic        1000       1000 (6)       1000 (10)       13
Talons          1900       1900 (6)       1900 (6)         0
Base Area        800        800 (6)        800 (6)        10

Hydrants for water and air are spaced on an average 85 feet 
apart on the trails.


60' x 80' steel frame building; built 1978 (estimated).

Three (3) compressors and starters 1000 hp 5000 cfm - 
Ingersol-Rand.  Two (2) compressors installed 1988; one (1) 
compressor installed 1989.

Three (3) Inter-cooling units and pump module - 17 million 
BTUH heat dissipation - ACE.  Oven Systems, Inc., New 
Berlin, Wisconsin.  Installed, 1989.

Two (2) transformers; two (2) switch gear units, one (1) 480 

Four (4) cooling towers - SnoTech, Inc.



Built in 1989. 4,800 square feet steel frame building.

Building-power-water-sewerage-steel frame.  Three (3) 
offices inside plus one (1) large lunchroom.



Wings (Poma-Heron) - 1972 Double Chair- 50 hp-1200' - 200'
vertical - 1,200 person capacity.
Soaring Heights I (Borvig) - 1979 Double Chair-100 hp motor, 
112 chairs - 2,500' length - 55' vertical - 1,200 person 
Soaring Heights II (Borvig) - 1989 Double Chair-100 hp 
motor, 112 chairs - 2,500' length - 550' vertical - 1,200 
person capacity.
Beginners Tow (O'Connor) - Surface Tow - 15 hp motor -
300'-50"vertical.  Manufactured by Poma Heron, Denver, 
Colorado; Borvig or Conners, Pine Island, NJ; Monson, MA.


Miscellaneous equipment, (purchased in 1988):
        -  40 guns-8000' hose-700 air-water
        hydrants-assorted pipe lengths-sizes-fittings.
        -  Two (2) 200 hp vertical pumps-1000 gpm and
        -  Building and sump intake for pump station.
        -  6500' of 10" pipe for main feed line of water.
        -  Miscellaneous equipment-tools-three (3)
        (leased in 1990):
        -  10 Omechron sno-guns.


1988, 3700 C (LMC)-250hp-tiller-pack bar, purchased in 1989. 
1978, 3700 AC (LMC)-maintenance support vehicle-200 
hp-tiller, purchased in 1988.
1975, 2100 (LMC)-maintenance support vehicle-130 hp, 
purchased in 1988.


Building-power-800 square feet.  Built in 1988.
Three (3) computers and programs for ticket-rental-ski 
school-RecTech, Vermont.


Seven (7) acres (Top of Mountain).
Lights and poles - 23 1000 watts/lighting fixtures.


38 acres of trails @ $5,000 per acre construction cost.



Eight (8) bay switchgear for distribution. 12,000 volts, 
installed 1988.
Service at pump station.
Parking lot wiring.
All wiring and panels to lights, tranformers and services.  
Miscellaneous transformers for lifts and lights.


Office equipment.
Two (2) trucks.


                        EXHIBIT #2

                      EAGLE ROCK RESORT

Eagle Rock Resort is located six miles South of Hazleton on 
Pennsylvania Route 924.  Pennsylvania Interstate 81 is 
located only four miles from the entrance.

Eagle Rock Resort consists of three (3) separate lodges, one
 (1) motel and two (2) holding companies.  Chez-Rael, Inc. is 
the holding company for Eagle Rock Lodge and Motel.  
Trachele, Inc. is the holding company for the Panorama Lodge 
and Fireside Lodge.


The Eagle Rock Motel, situated on Walden Drive at Valley of 
Lakes, south of Eagle Rock Lodge, consists of 24 motel 
rooms.  The usage of these rooms is as follows:

        1.   Nine (9) executive offices.
        2.   One (1) storage room.
     The ten (10) rooms listed above will be converted back to 
motel rooms at the completion of the Commercial Operations 
Building on Route 924.
        3.   One (1) housekeeping office/storage room
        4.   13 rentable motel rooms used for the convenience of 
              patrons to Eagle Rock Lodge and Valley of Lakes.

All rooms are equipped with telephone service, colored 
televisions and private bathroom facilities.  Twelve of the 
rooms are on the Eagle Rock Ski Resort's slopes.


Located on Walden Drive at Valley of Lakes, Eagle Rock Lodge 
is a three-story facility which caters to a fine-dining 
restaurant with nightly entertainment and banquet 

The first floor, used for fine-dining and entertainment, is 
open for dinner.  Dinner is served Tuesday through Saturday 
from 4 p.m. until 10 p.m.

The square footage of the first floor is 7,638, with a 
seating capacity of 150 patrons.  The bar on the first floor
 can seat 18 patrons.

The second floor, Mezzanine Level, is 3,311 square feet with 
a seating capacity of 50 patrons.  There is a bar located in 
the middle of the floor with a seating capacity of six 
people.  This level is used for over-flow of dining from the


first floor, small banquets and meetings.

There are six (6) administrative offices on the west side of 
the Mezzanine area.  Four (4) of these offices are 
designated to be small private dining areas and will be used 
as such when more permanent office space is established.

The first and second floors are used during our nightly 
entertainment.  The format of our entertainment at the 
present time is a piano player during dinner on Friday and 
Saturday, and live bands perform on Friday and Saturday 
nights.  The variety of music is a combination of Oldies and 
Top 40 dance music.

The third floor of Eagle Rock Lodge is mainly used for 
banquets and private parties with the exception of Sunday 
Brunch which is held from 10 a.m. until 3 p.m.

The square footage of the third floor is 7,808 with a 
seating capacity of 350 people.  The third floor bar has a 
seating capacity of 10 patrons.

The first and third floors of Eagle Rock Lodge have restroom 
facilities and coat rooms are located on all three floors.

The kitchen is located on the first floor and is 1,152 
square feet.


The Panorama Lodge is located approximately 200' northeast 
of Eagle Rock Lodge.

The first floor, (5,040 square feet), is used for ski 
operations on and off season.  The second floor, which also 
is 5,040 square feet, is used in the following manner:

        1.   The southwest corner houses the Land Sales and 
              Housing Departments of C.B.G. Limited.  Square 
              footage of this space is 884.
        2.   The remainding 4,156 square feet is used for Food 
              and Beverage operations.
                a.   432 square feet is kitchen.
                b.   3,724 square feet is the dining area with 
                      a seating capacity of 200 people.

The menu format from November 15th until April 1st is 
strictly a ski cafeteria menu.  From April Ist through 
November 15th, the Lodge is used for banquet functions, 
meetings and seminars.

The outside deck, which is 600 square feet, is located on 
the southwest corner of the building.  The restrooms are 
located on both floors.



The Fireside Base Lodge is located at the bottom of Walden 
Drive in Valley of Lakes.  This 13,000 square foot building 
is broken down into two (2) floors and a basement.

The basement is 2,034 square feet and is used for Food and 
Beverage storage.  It also houses the hot water heaters and 
electrical room.

The main floor's dining area is 9,360 square feet and has a 
seating capacity of 400 people.  The kitchen, also located 
on the main floor, is 624 square feet.

The second floor, Mezzanine area, has 3,724 square feet of 
space and a seating capacity of 200 people.  Eighteen people 
can be seated at the bar, which is located in the center of 
the floor.

The outside deck at the Fireside Base Lodge surrounds the 
north side of the building on the first floor.  It is 1,200 
square feet in size.

The lodge will be used for weddings, banquets, meetings, 
promotions and special events during the months of April 
through December.  From mid-December until April lst, the 
lodge is used as a ski cafeteria.


                      EXHIBIT #3



The Oneida Water Company and the Valley Utilities Company, 
Inc. are the exclusive suppliers of water and sewer services 
to all residential and commercial customers within the 
Valley of Lakes and Eagle Rock Resort.

The Oneida Water Company is also the exclusive supplier of
all residental customer water services to the village of


In 1989, The Oneida Water Company replaced the entire water 
distribution system within the village of Oneida.  A total 
of 10,531 linear feet of water lines were replaced.  Also, 
water meters were installed at each residence of the 130 
customers that are serviced by the Oneida Water Company 
within the village of Oneida.

Additional information will be provided at the end of this 
report that will describe in more detail the Oneida Well and 
the storage tank that services the village of Oneida.


Within the Valley of Lakes, there are presently 188 homes 
that are occupied and being charged.for water and sewer 
usage.  There are also 29 homes that are now under 
construction.  In addition, both utilities provide 
commercial services to the Nuremberg Security station, the 
engineering building, which is presently housing our 
engineering and construction departments, the Valley Swim 
and Tennis Club, the Equestrian Center and the Lake 
Susquehanna bath house.

There are 1,931 platted, engineered, approved and recorded 
lots to date, located within the Valley of Lakes.  Excluding 
the 188 homes that are presently occupied and being charged 
a users fee for both sewer and water, there are 1,743 
residential property owners who are being charged an 
availability fee for both water and sewer services within 
the Valley.

The Arapahoe West ground breaking has taken place.  This is 
a 260 Townhouse project that will be constructed in phases 
within the Valley of Lakes.  Each of the first seven (7) 
phases will consist of 30 units with the eighth phase being 
50 units.  As these units are completed, the owners of each


-ownhouse will be charged usage rates for both water and
sewer services.

Single Family Detached Residential Lots         1,622
Townhouse Units                                 2,470
Midrise Units                                   1,024
Village of Oneida                                 130
Total                                           5,246


Within the Valley of Lakes, there is presently 102,467
linear feet of water lines in service.

The Oneida Water Company presently has six (6) water storage 
tanks with a total capacity of 150,000 gallons of water 
within the Valley of Lakes.  The Janhanna water system 
consists of one well and two 30,000 gallon water storage 
tanks and is designated with the number 3 for the well and 
the number 4 for the two storage tanks.  A more detailed 
description of both the well and storage tanks is provided 
at the end of this report.

The Huron water system consists of one well and one 10,000 
gallon water storage tank and is designated with the number 
5 for the well and the number 6 for the storage tank.  A 
more detailed description of this well and the existing 
storage tank will be provided at the end of this report.

Presently, there are 7,147 linear feet of water lines
servicing Eagle Rock Resort.

The first phase of Eagle Rock Estates, which surrounds the 
golf course, will add an additional 26,885 linear feet of 
water lines to the existing water system.

The second phase of Eagle Rock Estates will. add an
additional 35,937 linear feet of water lines to the existing
water system.

Located within Eagle Rock Resort is Eagle Rock Well.  Also 
located within Eagle Rock Resort are two 30,000 gallon water 
storage tanks.

A more detailed description of both the well and storage
tanks will be found at the end of this report.


Within the Valley of Lakes, there are presently 102,467
linear feet of sewer lines in service.


The Valley Utility Company's existing DER approved sewerage 
plant is a CloW manufactured extended aeration plant with 
teritary treatment and has a 250,000 GPD capacity.

DER has granted a permit for an additional 750,000 GPD 
capacity to the existing facility.  The first of 4 phases 
(250,000 GPD) was completed in June, 1990.

Presently, there are 10,346 linear feet of sewer lines
servicing Eagle Rock Estates.

The first phase of Eagle Rock Estates, which surrounds the 
golf course, will add an additional 37,525 linear feet of 
sewer lines to the existing system.

The second phase of Eagle Rock Estates will add an 
additional 50,425 linear feet of sewer lines to the 
existing system.

Presently, there are four (4) sewerage lift stations within
the Valley of Lakes and an additional three proposed.

There are 10,346 linear feet of sewer l,ines servicing Eagle
Rock Resort.


The Oneida Water Company and Valley Utilities Company, Inc. 
presently provide water and sewerage treatment services to 
Eagle Rock Lodge, Eagle Rock Motel and Office Complex, (24 
units), Fireside Base Lodge, Panorama Mountain View Lodge, 
the Ski Maintenance Building and six temporary office

In addition, both utilities will be expected to provide 
services to the 33,000 square foot Commercial Operations 
Building which is presently under construction.

Future construction plans within Eagle Rock Resort and Eagle
Rock Estates include:

1.   An 18 hole par 72 golf course which was designed by 
Arnold Palmer is now under construction.  Surrounding the 
first 9 holes are 326 residential building lots.

Construction of the remaining 9 holes will commence upon 
completion of the first 9 holes.  A comparable number of 
residential building lots will surround the second phase of 

Two (2) additional 18-hole championship golf courses are
planned, one by Lee Trevino and one by Jack Nichlaus.  Each
will have lots and living units platted around them.


2.   A 150 room motel complex.

3.   An ultra-modern Country Club that will accommodate
members of the Golf and Tennis Club of Eagle Rock Estates.

4.   A 500 room hotel/convention center.  This project is
presently being planned.

5.   As the need becomes evident, luxury time-sharing units
are planned to come on steam.



TYPE:                   Artesian Well
DEPTH:                  714 Feet
PUMP DEPTH:               6 Feet
TOTAL LIFT:             158 Feet
G.P.M.:                 115

PUMP:                   Gould Submersible
HORSEPOWER:               10
R.P.M.                  3450
VOLTS:                   230

FLOW METER:             Rockwell 3" W-350 Turbo


TYPE:                   Chlorination
CHEMICAL USED:          Sodium Hypochloride 12%
PUMP:                   Chemical Feed - Pennwalt, Wallace &
                        Tierran #45-010


NO. UNIT:               1
MANUFACTURER:           Highland Tank & Manufacturing Company
TYPE:                   Steel
DIMENSIONS:             10' x 35'
CAPACITY:               20,000 Gallons
ELEVATION:              1750 Feet - Top of Foundation


TYPE:                   B/W Controls - Series 52 Control Relay
PART NO.:               52-1201 High Sensitivity
CATALOG NO.:            5200-HF2

Direct Wire to Well



TYPE:                   Deep Well
DEPTH:                  500 Feet
PUMP DEPTH:             200 Feet
TOTAL LIFT:             330 Feet
G.P.M.                   37

PUMP:                   Berkeley Submersible
HORSEPOWER:              7.5
R.P.M.                  3450
PHASE :                    1
VOLTS:                   230

FLOW METER:             Rockwell 2" W-160 Turbo


TYPE:                   Chlorination
CHEMICAL USED:          Sodium Hupochloride 12%
PUMP:                   Chemical Feed - Pennwalt, Wallace &
                        Tierran #45-010


NO. UNITS :             2
MANUFACTURER:           Highland Tank and Manufacturing Company
TYPE:                   Steel
DIMENSIONS:             12' x 35'
CAPACITY:               30,000 Gallons
TOTAL CAPACITY:         60,000 Gallons
ELEVATION:              1452 Feet - Top of Foundation


TYPE:                   B/W controls - Series 52 Control Relay
PART NO.:               52-1201 High Sensitivity
CATALOG NO.:            5200-HFI

Direct Wire to Well



TYPE:                   Deep Well
DEPTH:                  220 Feet
PUMP DEPTH:             180 Feet
TOTAL LIFT-             291 Feet
G.P.M.:                  47

PUMP:                   Gould Submersible
HORSEPOWER:                5
R.P.M.                  3450
VOLTS:                   230

FLOW METER:             Rockwell 2" W-160 Turbo


TYPE:                   Chlorination
CHEMICAL USED:          Sodium Hypochloride 12%
PUMP:                   Chemical Feed - Pennwalt, Wallace &
                        Tierran #45-010


NO. UNIT:               1
MANUFACTURER:           Highland Tank and Manufacturing Company
TYPE:                   Fiberglass
DIMENSIONS:             8' x 20'
CAPACITY:               10,000 Gallons
ELEVATION:              1295 Feet - Top of Foundation


TYPE:                   B/W Controls - Series 52 Control Relay
PART NO.:               52-1201 High Sensitivity
CATALOG NO.:            5200-HFI

Direct Wire to Well



TYPE:                   Deep Well
DEPTH:                  605 Feet
PUMP DEPTH:             410 Feet
TOTAL LIFT:             517 Feet
G. P M.:                 37

PUMP:                   Grundfos submersible
HORSEPOWER:             7.5
R.P.M.                  3450
PHASE :                    1
VOLTS:                   230

FLOW METER:             Rockwell 2" W-160 Turbo


TYPE:                   Chlorination
CHEMICAL USED:          Sodium Hypochloride 12%
PUMP:                   Chemical Feed - Pennwalt, Wallace &
                        Tierran #45-010


NO. UNITS:              2
MANUFACTURER:           Highland Tank and Manufacturing Company
TYPE:                   Steel
DIMENSIONS:             12' x 35'
CAPACITY:               30,000 Gallons
TOTAL CAPACITY:         60,000 Gallons
ELEVATION:              1810 Feet - Top of Foundation


TYPE:                   B/W Controls - Series 52 Control Relay
PART NO.:               52-1201 High Sensitivity
CATALOG NO.:            5200-HF2


TYPE:                   Linear 4 Channel Digital Transmitter -
                        Linear 4 Channel Digital Receiver -
                        MR - 164R


TYPE:                   Iron and Manganese Removal
FILTER:                 Rainsoft F.F. MG-30 - Manganese Green

NO. OF UNITS:           2
CHEMICAL USED:          Potassium Permanganate
CAPACITY PER UNIT:      50 Gallons Per Minute


                 EXHIBIT #4


The Valley Maintenance and Construction Companies' needs are 
drawn from a pool of the following employees and vehicles:

        Surveyors and Rodmen            2
        Carpenters                      1
        Electricians                    1
        Equipment Operators             2
        Maintenance Personnel           3
        Mechanics                       1
        Office Personnel                1

        1971  - Case 580 Backhoe
        1985  - Case 680 Backhoe
        1976  - 450 John Deere Loader
        1971  - P & H Backhoe
        1986  - 602 BP CSE Roller
        1950  - Ford Tractor
        1986  - Simplicity Mower
        1986  - 3/4 Ton 4WD Chevrolet
        1948  - Mack Fuel Truck
        1978  - 3/4 Ton 4WD GMC
        1978  - 3/4 Ton 2WD Ford
        1978  - Chevrolet Dump Truck
        1977  - Pontiac Station Wagon
        1974  - 1 Ton 4WD International
        1986  - Ford Pickup Truck
        1973  - TKJ AM General Van
        1987  - Chevrolet Van
        1982  - 1/2 Ton 4WD Ford
        1981  - International Dump
        1950  - FWD Firetruck




        General and Environmental Counsel
        Mattioni, Mattioni & Mattioni, Ltd.
        399 Market Street
        Philadelphia, PA 19106

        Registration Counsel
        Robert Chasnow
        Dow, Lohres and Albertson
        1401 Eleventh Street, N.W.
        Washington, DC 20036

        Utilities Counsel
        Thomas Brogan
        Malatesta, Hawk & McKeon
        100 North Tenth Street
        Harrisburg, PA 17105

        First Eastern Bank, N.A.
        Public Sqare
        Wilkes-Barre, PA 18768

Appraisal:      Booth Appraisal & Realty Company, Inc.  
                January 28, 1992
                Prepared by: Donald J. Booth

Bonds:  Arapahoe West Infrastructure.  International 
        Fidelity Insurance Company,

        Eagle Rock Estates Infrastructure.  Homestead
        Insurance Company.

        Sewer Plant Expansion.  United States Fidelity and

Eagle Rock Ski Area Business Plan.  Prepared by Ski Country
Advisors, June 1, 1990.

Financial Statements: Edward L. Silver & Company.  Prepared
by E. L. Silver, C.P.A.


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

Home | Court Decisions | News Articles | RICO Complaint | Exhibits