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

READ THIS PROPERTY REPORT BEFORE SIGNING ANYTHING

        This report is prepared and issued by the developer of 

this subdivision.  It is not prepared or issued by the Federal 

Government.

        Federal law requires that you receive this Report prior 

to your signing a contract or agreement to buy or lease a lot 

in this subdivision.  However, NO FEDERAL AGENCY HAS JUDGED 

THE MERITS OR VALUE, IF ANY, OF THIS PROPERTY.

        If you received this Report prior to signing a contract 

or agreement, you may cancel your contract or agreement by giving 

notice to the seller any time before midnight of the seventh 

day following the signing of the contract or agreement.

        If you did not receive this Report before you signed a 

contract or agreement, you may cancel the contract or agreement 

any time within two years from the date of signing.

Name of Subdivision     Valley of Lakes

Name of Developer       C.B.G. Limited, a Pennsylvania limited partnership

Date of This Report     April 8, 1987


                        _________p




                TABLE OF CONTENTS

                                                         PAGE
                                                        NUMBER

RISKS OF BUYING LAND, WARNINGS............................3

GENERAL INFORMATION.......................................4

TITLE TO THE PROPERTY AND LAND USE........................5

        Method of Sale....................................5
        Encumbrances, Mortgages and Liens.................6
        Recording The Contract And Deed...................6
        Payments..........................................7
        Restrictions On The Use Of Your Lot...............7
        Plats, Zoning.....................................9
        Surveying, Permits and Environment...............10
        
ROADS....................................................11

        Access To The Subdivision........................11
        Access Within The Subdivision....................11

UTILITIES................................................13

        Water............................................13
        Sewer............................................15
        Electricity......................................17
        Telephone........................................17
        Fuel Or Other Energy Source......................17

FINANCIAL INFORMATION....................................18

LOCAL SERVICES...........................................19
        Fire Protection..................................19
        Police Protection................................19
        Schools..........................................19
        Hospitals........................................19
        Physicians and Dentists..........................19
        Shopping Facilities..............................20
        Mail Service.....................................20
        Public Transportation............................20

RECREATIONAL FACILITIES..................................21



                                1





        TABLE OF CONTENTS (Continued)

                                                        PAGE
                                                       NUMBER

SUBDIVISION CHARACTERISTICS AND CLIMATE.................23

        General Topography..............................23
        Water Coverage..................................23
        Drainage and Fill...............................23
        Flood Plain.....................................23
        Flooding and Soil Erosion.......................23
        Nuisances.......................................23
        Hazards.........................................24
        Climate.........................................24
        Occupancy.......................................24


ADDITIONAL INFORMATION..................................25

        Property Owners Association.....................25
        Taxes...........................................25
        Resale or Exchange Program......................25
        Equal Opportunity In Lot Sales..................25
        Listing Of Lots.................................26

COST SHEET..............................................28

RECEIPT, AGENT CERTIFICATION AND CANCELLATION PAGE......29

        DUPLICATE COPY OF ABOVE.................................30

NOTE:   In this Property Report, the words "You" and "Your" refer to the buyer.  The words "We", "Us"
        and "Our" refer to the developer.








                                2



             RISKS OF BUYING LAND


        The future value of any land is uncertain and dependent upon 
many factors.  DO NOT expect all land to increase in value.

        Any value which your lot nay have will be affected if the 
roads, utilities and all proposed improvements are not completed.

        Resale of your lot may be difficult or impossible, since you 
may face the competition of our own sales program and local real 
estate brokers nay not be interested in listing your lot.

        Any subdivision will have an impact on the surrounding envi-
ronment.  Whether or not the impact is adverse and the degree of 
impact will depend on the location, size, planning, and extent of 
development.  Subdivisions which adversely affect the environ-
ment may cause governmental agencies to impose restrictions on 
the use of the land.  Changes in plant and animal life, air and 
water quality and noise levels may affect your use and enjoyment 
of your lot and your ability to sell it.

In the purchase of real estate, many technical requirements 
must be met to assure that you receive proper title.  Since this 
purchase involves a major expenditure of money, it is recom-
mended that you seek professional advice before you obligate 
yourself.



                        -WARNINGS-

        THROUGHOUT THIS PROPERTY REPORT THERE ARE 
        SPECIFIC WARIIINGS CONCERNING THE DEVELOPER, 
        THE SUBDIVISION OR INDIVIDUAL LOTS.  BE SURE 
        TO READ ALL WARNINGS CAREFULLY BEFORE SIGNING 
        ANY CONTRACT OR AGREEMENT.






                                3




             GENERAL INFORMATION

        This report covers 789 lots located in Luzerne and 
Schuylkill Counties, Pennsylvania.  See page 26 for a listing of 
these lots and parcels.  We may develop additional lots but our 
plans are not definite at this time.

        The Developer of this subdivision is:

                C.B.G. Limited, a Pennsylvania limited partnership
                Administration Building
                Valley of Lakes
                Nuremberg, PA 18241
                Telephone number: (717) 384-3246

        Answers to questions and information about this subdivision 
may be obtained by telephoning the Developer at the number listed 
above.



                                4



     TITLE TO THE PROPERTY AND LAND USE

        A person with legal title to property generally has the 
right to own, use and enjoy the property.  This contract to buy a 
lot neither gives you possession nor does it give you legal 
title.  You won't have possession or legal title until you 
receive a valid deed.  A restriction or encumbrance on your lot, 
or on the subdivision, could adversely affect your title.

        Here we will discuss the sales contract you will sign and 
the deed you will receive.  We will also provide you with infor-
mation about any land use restrictions and encumbrances, mort-
gages, or liens affecting your lot and some important facts about 
payments, recording, and title insurance.

METHOD OF SALE

                Sales Contract And Delivery of Deed

        We intend to use both the cash and the purchase money 
mortgage methods of contract selling.  A cash purchaser (full
payment at the time of contract) will receive a deed within 60 -
90 days of signing the contract. If you purchase under the
purchase money mortgage nethod, you will pay a downpayment plus
monthly principal and interest payments for the balance of the
purchase price.  You will obtain a deed within 180 days of the
date of your contract, orovided that you are current in all
obligations under the contract.  You will execute a note and give 
us a nortgage to secure the unpaid balance of the purchase price 
of your lot.

        You will not have title to the lot until you receive a deed.  
Prior to receiving your deed, if you fail to make the payments 
required by your contract, you will lose your lot and all monies 
paid.

                        Type Of Deed

        The transfer of legal title will be accomplished by 
a special warranty deed.  We will issue the deed to you for 
recording at your expense.

                Oil, Gas, and Mineral Rights

        The oil, gas and mineral rights to the lots in this subdivi-
sion will not belong to the purchaser of those lots.  We will not 
have the right to extract oil, gas or other minerals in, under or 
from the property, however, there is a possibility of oil, gas or 
other mineral rights existing in the name of third parties.
The exercise of these rights could affect the use, enjoyment and 
value of your lot.


                                5 



ENCUMBRANCES, MORTGAGES AND LIENS

        The lots in this subdivision are subject to the following 
liens :

____________________________________________________________________

TYPE OF LIEN            HOLDER OF LIEN          LOTS SUBJECT TO LIEN
____________________________________________________________________

Mortgage                Sherwood Knoll Inn,     All lots in
                        Ltd.                    offering
____________________________________________________________________

                Release Provisions

        There is a recorded release provision in the mortgage, but 
it is exercisable only if developer is not in default on the 
mortgage.


        The release provisions in the mortgage on all lots in this 
subdivision may be exercised only by us.  Therefore, if we 
default on the mortgage before obtaining a release of your lot, 
you may lose your lot and any money you have paid for it.



RECORDING THE CONTRACT AND DEED


                Method Or Purpose Of Recording

        Under Pennsylvania law, the recording of your contract or 
deed provides notice to third parties of your interest in the 
property and protects you from the claims of subsequent third 
parties.  However, your sales contract may not be recorded 
because the contract is not notarized. once you receive your 
deed, the deed is recordable.  You will bear the cost of 
recording your deed and will be responsible for recording your 
deed in the public records.



                UNLESS YOUR CONTRACT OR DEED IS RECORDED, YOU 
                MAY LOSE YOUR LOT THROUGH THE CLAIMS OF 
                SUBSEQUENT PURCHASERS OR SUBSEQUENT CREDITORS 
                OF ANYONE HAVINIG AN INTEREST IN THE LAND.





                                6



                        Title Insurance

        You should obtain an attorney's opinion of title or an 
owner's title insurance policy which describes the rights of 
ownership which are being acquired in your lot.  We also recom-
mend that you obtain from an appropriate professional an inter-
pretation and exolanation of the opinion or policy to your 
satisfaction.

PAYMENTS

                              Escrow

        You may lose your deposit on your lot if we fail to deliver 
legal title to you as called for in the contract because your 
deposit is not held in an escrow account which fully protects 
you.

        For cash sales, your deposit on your lot will be placed in 
an escrow account at the Northeastern Bank of Pennsylvania, Broad 
and Church Streets, Hazleton, Pennsylvania, which will be 
released from the account upon closing.

                             Prepayment

        There are no penalties or privileges for prepayment of your 
purchase money mortgage.

                              Default

        If you default on your contract, you will forfeit your 
deposit and any monthly payments paid at time of default.

        If you secure financing from us to purchase your lot and if 
you default on the note or mortgage securing the note, at our 
option, the entire principal and the accrued interest shall 
mature and become due and we may proceed to have your lot resold.  
You are personally liable for the balance, if any.

RESTRICTIONS ON THE USE OF YOUR LOT

                          Restrictive Covenants

        Restrictive covenants and an amendment thereto for the lots 
in this offering are recorded.

        A complete copy of the restrictions is available upon 
request.  The basic purpose of the covenants is to attain a 
quality environment for lot owners subject thereto.  The major 
provisions of these restrictions which require you to secure 
permissions, approvals or take any other action prior to using 
your lot will be 3iscussed in the paragraphs below.  However, 
this discussion will only highlight certain areas of the cove-
nants and should not be a substitute for a careful study of these


                                7

restrictions by you.

        1.  The restrictive covenants require that prior to 
construction, you must submit to the Architectural Control 
Committee for approval, in writing, your building plans and 
specifications and plot plan and landscaping plan for any 
building, fence, wall or other structure or additional 
landscaping you wish to erect, alter, repair, plant or remove.  
There is a written, detailed Building Code which must be 
followed. it is available from us or from the Architectural 
Control Committee and it should be carefully reviewed in order to 
determine what kinds of houses are permissible.

        2.  The restrictive covenants provide that all houses must 
be completed within six months of commencement of construction of 
the house.

        3.  No trees greater than three inches in diameter shall be 
removed from a lot within 15 feet of the road line, 10 feet from 
the side lines or 40 feet from the rear line without permission 
of the Architectural Control Committee.

        4.  Any Purchaser who violates any of the restrictions 
which are intended to preserve, enhance and maintain the natural 
beauty of Valley of Lakes may lose all of the rights and 
privileges of the development, even though the violation may 
pertain to only one particular area, and notwithstanding the fact 
that the Purchaser is in good standing in all other respects.

        5.  No boat dock, float or other structure shall be 
constructed in or on the lake without written consent of Seller. 
Use of the lakes shall be subject to the Seller's rules for the 
benefit of all property owners.

        6.  We reserve to ourself and to our successors and 
assigns, the following:

                (a)  The continuing and unqualified right to alter, 
                     modify, amend, subtract or add to any of the 
                     following restrictions, covenants and conditions 
                     when, in its opinion, it is necessary for the 
                     benefit and mutual Protection of all property 
                     owners, provided, however, it shall not do 
                     anything to reduce the sizes of the community 
                     areas, as shown on the recorded maps.  A copy of 
                     said changes shall be on file at our office for 
                     inspection and sail changes may also be recorded 
                     by us, our successors or assigns.

                (b)  All right or rights to the use of the lakes by 
                     abutting or adjacent lot (lake lot) owners are 
                     expressly reserved by the Seller and in no way, 
                     manner or form shall the line of any such lot be 
                     construed as extending beyond its expressly marked

                                8

                     and stakes boundaries.  On lake lots, the rights 
                     to the use of a lake- are a privilege to which the 
                     Purchaser shall be entitled only by remaining a 
                     Purchaser in good standing and keeping his annual 
                     maintenance fees current and up to date.

        7.  The restrictions establish an annual maintenance fee to 
be paid to us by all owners.  We will use the maintenance fee for 
maintaining the roads and recreational facilities.  Because we, 
the Developer, do not use the lots or recreational facilities for 
personal use or enjoyment, we are exempted from paying this fee.  
Your payment of the fee is secured by a lien right in favor of 
us. This lien right is superior in all respects to all rights of 
homestead which may arise in your favor.  The lien right for an 
unpaid assessment may be foreclosed or enforced in the same 
manner as is authorized by the laws of Pennsylvania for the 
foreclosure of mortgages on real aroperty or the enforcement of 
security interests.  You may not exempt yourself from payment of 
the assessments by waiver of your use and enjoyment of the roads 
and recreational facilities.

                        Easements

        All lots are subject to building easements of:

        a.      30 ft. of the frontage road right-of-way.

        b.      10 ft. of the side lot lines (except 30 ft. of the side 
street right-of-way for corner lot).

        C.   20 ft. of the rear lot line.

        There are no flood control or flowage easements.

PLATS, ZONING, SURVEYING, PERMITS AND ENVIRONMENT

                        Plats

        The subdivision plats for the lots in this offering have 
been approved by the County Commissioners of Luzerne and 
Schuylkill Counties and have been recorded by the offices of 
Recorder of Deeds of Luzerne and Schuylkill Counties, 
Pennsylvania.

                        Zoning

        All lots in this offering are zoned for single-family 
residential structures.  We have reserved to ourselves, the right 
to use any lot for timeshare purposes.  This use conforms to that 
designated by local zoning requirements.



                                9



                        Surveying

        Each lot in this offering has been surveyed as part of the 
general subdivision plan and will be staked or marked for 
identification prior to sale.

                        Permits

        You must obtain the following permits or approvals prior to 
the construction of your home:

        Prior to the construction of a house, you must obtain a 
building permit from one of the following:

                a.      Black Creek Township, $25.00
                b.      Hazle Township, $20,00.
                c.      North Union Township, $10.00
                d.      East Union Township, $5.00

        Prior to construction, you must file with the Architectural 
Control Committee for approval in writing your building plans and 
specifications and plot plan and landscaping plan for any build-
ing, fence, wall or other structure or additional landscap-
ing you wish to erect, alter, repair, plant or remove.  The fee 
is $1.00 per thousand of the cost of the improvement.

        No other permits are needed by you to use the lots for the 
purpose for which they are being sold.

                        Environment

        We are not aware of any governmental environmental impact 
study which has been prepared on this subdivision.  No determina-
tion has been made as to the possible adverse effects the subdi-
vision may have upon the environment and surrounding area.


                                10


                ROADS


ACCESS TO THE SUBDIVISION

        Access to the subdivision is provided by the roads listed 
below:

_______________________________________________________________

ROUTE               SURFACE         WIDTH OF        LANES
NUMBER                              WEARING
                                    SURFACE
_______________________________________________________________

Interstate 81       Asphalt         48 feet         4

State Road 924      Asphalt         24 feet         2

LR 53046            Asphalt         24 feet         2
________________________________________________________________


        These roads are public roads which are maintained by the 
State of Pennsylvania.  You will not be separately assessed for 
the maintenance costs incurred for these roads.  No improvements 
are proposed for,these roads.

ACCESS WITHIN THE SUBDIVISION

        Access from the subdivision entrance to the lots will be 
provided by 2 lane roads 22 feet in width on recorded easements.  
There is physical access to all lots in this offering by 
conventional automobile.

        We are responsible for constructing all interior roads.  You 
will bear none of the cost of the construction of these roads.  
We have not fully completed the road system, but have completed 
it to the extent indicated in the following chart:

_________________________________________________________________________

UNIT       ESTIMATED    PERCENTAGE OF   ESTIMATED    PRESENT   FINAL
           STARTING     CONSTRUCTION    C0MPLETION   SURFACE   SURFACE
           DATE         NOW COMPLETE    DATE
           (month/                      (month/
            year)                        year)
_________________________________________________________________________

A           N/A              20           12/87       Dirt      Asphalt
B,C         N/A             100            N/A        Asphalt   Asphalt
D,J,JA      5/87              0           12/88       Natural   Asphalt
E,EA,H,I    5/88              0           12/89       Natural   Asphalt
_________________________________________________________________________


                                11


                WE HAVE NOT SET ASIDE ANY FUNDS IN AN ESCROW 
                OR TRUST ACCOUNT OR MADE ANY OTHER FINANCIAL 
                ARRANGEMENTS TO ASSURE COMPLETION OF THE 
                ROADS


        We will maintain the interior roa3s unless we convey the 
roads to a property owners' association at a later date.  The 
funds for maintenance will come from the annual maintenance fee 
of $360 per lot for which you will be responsible.



                THE ROADS IN THE SUBDIVISION MAY BE IMPASSIBLE 
                DURING PERIODS OF SNOW AND ICE.  THE MONTHS 
                WITH THE MOST SNOW AND ICE ARE DECEMBER 
                THROUGH MARCH.  DURING THESE MONTHS, YOUR LOT 
                MAY BE INACCESSIBLE.


        The table below identifies the distance from the center of 
the subdivision to nearby communities:


_________________________________________________________________

NEARBY                  POPULA-   DISTANCE     DISTANCE     TOTAL
C0MMUNITIES             TION      OVER         OVER
                                  PAVED        UNPAVED
                                  ROADS        ROADS
_________________________________________________________________

Wilkes-Barre (County    52,000     25              0          25
Seat for Luzerne County)

Pottsville (County Seat
for Schuylkill County)  18,000     30              0          30

Hazleton                27,000     12              0          12

Nuremberg               800         2              0           2

Allentown               108,000    65              0          65

_________________________________________________________________



                                12



                UTILITIES


        Here we will discuss the availability and cost of basic
utilities. The areas covered will be water, sewage disposal, 
electricity, telephone, and fuel or other energy sources.

WATER

        Water will be supplied to the subdivision by a central water 
system.

                        Central System

        The water supplier for the subdivision is our affiliated 
company, Oneida Water Company, P. 0. Box 2039, Hazleton, Pk
18201.  Oneida is a privataly-owned company whose rates are set
by the Public Utilities Conmission ("PUC").

        Oneida will extend water mains in front of or adjacent to
each    lot.  You will bear none of the costs of construction of
these   lines.  We are contractually obligated to you to complete
the construction of the water Iistribution lines within Phase I 
of the subdivision.  The current estimated completion dates for 
the water distribution lines appear in the following chart:

_________________________________________________________________

UNIT            ESTIMATED       PERCENTAGE OF   ESTIMATED SERVICE
                STARTING        CONSTRUCTION    AVNILABILITY DKTE
                DATE (month/    NOW COMPLETE    (month/year)
                year)


A,B,C,H         N/A               100                Now

Lots 8,
41,49
of I            N/A               100                Now

Remaining
Lots of
I               5/89                0                12/89

Lots 2,5
9,12,15
73,89,115
129-132,
146,147,
166,167
178 of
JA              N/A               100                Now
        
Remaining
        


                                13



Lots of
JA              5/88                 0                12/88

D               5/88                 0                12/88

E,EA,J          5/88                 0                12/89
________________________________________________________________
        

        The water distribution system within the subdivision will be
connected to Oneida's existing water system pumping and storage
facilities.  Oneida estimates that its central system facilities
have the capacity to serve 1000 connections.

        An engineer's letter has been obtained which states that the 
capacity of the central water system will be adequate to serve 
the anticipated population of the subdivision.  Also, the water 
in the central system has been tested for purity and chemical 
content; the tests show that the water meets all standards for a 
public water supply.

        No permits are required for the construction of the water 
distribution lines within the subdivision.  An operating permit 
has been issued by the Pennsylvania Department of Environmental 
Resources.

        There is a $75 security deposit for the water meter for 
water and sewage disposal service.

        We are in the process of applying to the PUC for approval of 
the following rates:

        Upon application for water service, you must pay a 
connection fee of $540.00 to Oneida.  There are no additional 
charges for the central water system other thin a monthly 
availability fee of $5.25 per month once water is available to 
your lot and arior to your connection to the central system and 
monthly use charges after connection to the control system. If 
the PUC approves a different rate schedule, we will follow the 
PUC rate schedule.


                WE HAVE NOT SET ASIDE ANY FUNDS IN AN ESCROW 
                OR TRUST ACCOUNT OR MADE ANY OTHER FINANCIAL 
                ARRANGENTS TO ASSURE C0MPLETION OF THE 
                CENTRAL WATER LINES.

        However, we are contractually obligated to you to conplete 
construction of the water lines to all lots in this offering.

        You will not be permitted to use individual water systems 
and water will not be available to residential lots until after 
the water distribution lines have been extended to the lots.



                                14


SEWER

        The method of sewage disposal to be used in this subdivision 
is a central sewage system.

                        Central System

        The subdivision will be served by a central sewer system.

        An affiliated company of ours, Valley Utilities Company 
("Valley") owns and operates the central sewage collection system 
and will extend sewer mains in front of or adjacent to each lot.  
Its address is P. 0. Box 2039, Hazleton, PA. 18201.  You will 
bear none of the cost of construction of the sewage system.  We 
are contractually obligated to you to complete the construction 
of the sewage collection system.  The current estimated 
completion dates for the sewage collection lines appear in the 
following chart:

________________________________________________________________

UNIT            ESTIMATED       PERCENTAGE OF   ESTIMATED SERVICE
                STARTING        CONSTRUCTION    AVAILABILITY DATE
                DATE (month/    NOW COMPLETE    (month/year)
                year)
________________________________________________________________

A,B,C,H,I       N/A                100%               Now

D,J,JA          5/88               3%                 12/88

E,EA            5/88               0%                 12/89
_________________________________________________________________

        The operation of the system is regulated by the Pennsylvania 
Department of Environmental Resources and the rates are regulated 
by the Public Utilities Commission ("PUC").

        We have received the necessary permits for constructing and 
operating the central sewage disposal system for Sections A, B, 
C, H and I in the subdivision from the Pennsylvania Department of 
Environmental Resources.  We have not yet received, but are in 
the process of obtaining an NPDES Permit for the discharge of 
treated sewage effluent into the waters of the Commonwealth of
Pennsylvania.   According to information from the Pennsylvania
Department of Environmental Resources, we anticipate that this
permit will be issued on or about April 15, 1987.

        The sewer system has sufficient capacity to serve 208 
connections.  Fifty-eight connections have already been made.  
When 175 connections are made then, Valley will construct 
additional treatment capacity.


                                15


        We are in the orocess of applying to the PUC for approval of 
the following rates:

        You will be assessed a one-time connection fee of $680.00, 
payable to Valley at the time your hone sewage line is connected 
to the central system.  Once the central sewer lines are extended 
in front of or adjacent to your lot and prior to the time your 
lot and TDrior to the time your house is connected to the central 
system you will pay a nonthly availability charge of $6.75 per
month per lot.  After connection, you will be responsible for
usage charges.  If the PUC approves a different rate schedule, we
will follow the PUC rate schedule.


                AN OPERATING PERMIT HAS BEEN OBTAINED FOR THE 
                CENTRAL SEWAGE SYSTEM IN SECTIONS A, B, C, H
                AND I.  NO PERMIT HAS BEEN RECEIVED FOR
                SECTIONS D, E, EN, J AND JA.  IN ADDITION, 
                THE NPDES EFFLUENT DISCHARGE PERMIT HAS NOT 
                YET BEEN RECEIVED.


                AT PRESENT, THE CENTRAL SEWAGE DISPOSAL 
                SYSTEM CAN SERVICE 208 OF THE 789 LOTS IN
                THIS REGISTRATION BECAUSE SEWAGE TREATMENT 
                FACILITIES ARE EXPANDED IN PHASES AS THE NEED 
                REQUIRES.  NO FINANCIAL ARRANGEMENTS HAVE 
                BEEN MADE TO ASSURE EXPANSION SO THERE IS NO 
                ASSURANCE THE TREATMENT FACILITIES WILL BE 
                EXPANDED.


        You may not install an individual sewage disposal system on 
your lot.  Sewage disposal service will not be available until 
the central system reaches your lot.


                NO FUNDS HAVE BEEN SET ASIDE IN AN ESCROW OR 
                TRUST ACCOUNT NOR HAVE ANY OTHER FINANCIAL 
                ARRANGEMENTS BEEN MADE AT THIS TIME TO ASSURE 
                THE COMPLETION OF THE SEWAGE COLLECTION 
                LINES.


        However, we are contractually obligated to you to complete 
the construction of the sewage collection lines to the lots in 
this offering.


                                16


ELECTRICITY

        Electricity is available to the subdivision and will be 
supplied by Pennsylvania Power and Light, 344 South Poplar 
Street, Hazleton, Pennsylvania 18201.  The supplier is regulated 
by the Pennsylvania Public Utilities Comnission.

        The electric company has extended orimary electrical service 
lines to some, but not all, of the lots at this time.  The lines 
will be extended to your lot by the electric company within 
approximately 60 days after your request for service provided you 
have complied with the terms and conditions for service in 
accordance with the company's tariff and the Pennsylvania 
Building Energy Conservation Act.  You will not be responsible 
for any construction costs for extending electric service to your 
lot.

TELEPHONE

        Telephone service is available to the subdivision and will 
be supplied by Commonwealth Telephone Company, 100 Lake Street, 
Dallas, Pennsylvania 18612, which is regulated by the 
Pennsylvania Public Utilities Comnission.

        Telephone service lines are not currently extended in front 
of or adjacent to all lots in the subdivision; however, telephone 
service will be extended and available to your lot within 
approximately 60 days of your request for service.  You will not 
be responsible for any construction costs for extending telephone 
service to your lot.

FUEL OR OTHER ENERGY SOURCE

        In addition to electricity, you may want to utilize oil, 
propane or coal for heating and/or cooking.

        Fuel oil is available from Amoty Oil Company, Holly Street, 
Hazleton and propane is available from Penn Fuel Gas, Inc., South 
Third Street, Ti-azleton.  Cost of a 275 gallon fuel oil tank, 
including installation, is approximately $600.00 for an 
underground tank, above ground tanks are not permitted in the 
subdivision.  Cost of a propane tank, including fill-up and 
installation, is approximately $60.00.

        Please consult the supplier for the applicable costs to you 
for using these alternative energy sources.


                                17



                FINANCIAL INFORMATION

        The discussion in this section will focus on our financial 
position.

        We are a Partnership formed within the past year and our 
unaudited balance sheet and statement of receipts and 
disbursements as of September 29, 1986 are available from us upon 
request.


                APPROXIMATELY 35% OF THE SALES PRICE OF YOUR 
                LOT REPRESENTS OUR MARKETING, ADVERTISING AND 
                SALES COMMISSION COSTS, WHICH YOU MAY NOT BE 
                ABLE TO RECOVER IN THE EVENT YOU TRY TO SELL 
                YOUR LOT.


                                18


                LOCAL SERVICES

        In this section we will identify the availability of fire 
and police protection and the location of schools, medical facil-
ities, shopping facilities, and mail service.

FIRE PROTECTION

        Fire protection is available year-round to the subdivision 
from the Nuremberg Volunteer Fire Department at no cost to you.  
This service is provided by a volunteer organization.

POLICE PROTECTION

        Police protection is available to the subdivision from the 
State Police in Hazleton and the Valley of Lakes security guards 
who are stationed at the two subdivision entrances.

SCHOOLS

        The following public elementary, junior high and senior high 
schools are available to residents of the subdivision:

        The Nuremberg Elementary School
        Main Street
        Nuremberg, Pk.

        Harmon Junior High School
        Church Street
        Hazleton, PA.

        Hazleton High School
        North Wyoming Street
        Hazleton, Pk.

        School bus transportation is available from the subdivision 
entrance to these schools.

HOSPITALS

        The nearest hospital available to residents of the subdivi-
sion are Hazleton State General Hospital, East Broad Street, 
Hazleton and St. Joseph's Hospital, North Church Street, 
Hazleton, Pk.

Ambulance service is available fron the Butler Township 
Ambulance Association.

PHYSICIANS AND DENTISTS

        Physicians' and dentists' offices are located in Hazleton, 
PA.


                                19


SHOPPING FACILITIES

        No shopping facilities are available in the subdivision.  
Limited shopping is available in Nuremberg.  Hazleton has full 
shopping facilities.

MAIL SERVICE

        Mail is not delivered to the subdivision.  Mail may be 
picked up at the U.S. Post Office in Nuremberg (2 miles from 
subdivision).

PUBLIC TRANSPORTATION

        No public transoortation is available from the subdivision 
to nearby municipalities.  The nearest public transportation is 
in Hazleton.



                                20



          RECREATIONAL FACILITIES

_______________________________________________________________________________________

FACILITY        PERCENTAGE      ESTIMATED       ESTIMATED       FINANCIAL       BUYER'S
                OF CONSTRUC-    DATE OF DATE    AVAIL-          ASSURANCE       ANNUAL
                TION NOW        START OF        ABLE FOR        OF COMPLE-      COST OR
                COMPLETE        CONSTRUC-       USE (month/     TION            ASSESS-
                                TION            year)                           MENTS
                                (month/
                                 year)

Lake            100%            N/A             Available       N/A             *
 Susquehanna
 (45 surface acres)

Lake            100%            N/A             Available       N/A             *
 Choctaw
 (28 surface acres)

Lake             20%            N/A             12/89           None            *       
 Algonquin***
 (projected 85 surface acres)

Sports          100%            N/A             Available       N/A             *
Core (1.9 acre area with basketball court, archery, range, two volley-
        ball courts and 2 horseshoe pits)

Fireside        100%            N/A             Available       N/A             *
 Swim & Tennis Lodge (35x8O lighted, heated pool; two lighted tennis
                            courts)

Ravens          100%            N/A             Available       N/A             *
 Run Equestrian Center
 and Horse stables

Holiday         100%            N/A             Available       N/A             *       
Park (2-acre playground)

Eagle            65%            N/A             4/88            None            **
 Rock 9-hole Golf Course
 (with underground sprinkler system)

Eagle           100%            N/A             Available       None            **
 Rock Ski facilities

        *The only change to lot owners for use of these facilities is 
        included in your annual maintenance fee paid by all lot owners.

        **Payment of use-fees required for use of these facilities or by 
        special Membership rates available to lot owners only.


                                21


        ***There is no certainty that the lake bed, once completed will 
        hold water or that if the lake bed holds water that the water 
        will be approoriate for swimming, boating or fishing.  We shall 
        make a good-faith ef fort to f inish the lake so that it will be 
        appropriate for swimming, non-power boating and fishing, but lake 
        construction is such that there can be no assurance.

                        Constructing the Facilities

        We intend to be responsible for the remaining construction
of Lake Nlgonquin and the golf course.  All costs insured in this
construction are to be paid by us.   You will not be required to
pay any of the cost of constructing these facilities.    While we
propose to complete these facilities, we are not contractually
obligated to you to complete these facilities.


                WE HAVE NOT SET ASIDE ANY FUNDS IN AN ESCROW 
                OR TRUST ACCOUNT OR MADE ANY OTHER FINANCIAL 
                ARRANGEMENTS TO ASSURE C0MPLETION OF LAKE 
                ALGONQUIN OR THE GOLF COURSE.


                        Maintaining The Facilities

        We intend to be responsible for operating and maintaining 
these facilities from the proceeds of the annual maintenance fee 
paid by all lot owners of $360 and from use-fees where indicated 
(horse stables, golf course, ski facilities).

                        Transfer Of The Facilities

        We do not plan to transfer the recreational facilities to a 
property owners' association or other entity.  We plan to retain 
ownership of these facilities.  However, we reserve the right to 
sell or otherwise transfer our interest in any or all of the 
recreational facilities to a third party or to a property owners' 
association if we form one in the future.

                        Who May Use The Facilities

        All lot owners who have paid the annual maintenance fee to 
us and their immediate families (i.e., spouse and children 25 or 
under living at home) as well as their invited guests and our 
guests and employees may use the recreational facilities.  In 
addition, we per-nit members of the public to use the Eagle Rock 
ski facilities and golf course on a pay per-use basis.  Since the 
Eagle Rock ski facilities and golf course are open to use by 
members of the general oublic who pay the use-fee, their use of 
the facilities may limit use of the facilities by lot owners.


                                22


   SUBDIVISION CHARACTERISTICS AND CLIMATE

        In this section we will liscuss the basic terrain of the 
subdivision, its climate, and any nuisances or hazards in the 
area.

GENERAL TOPOGRAPHY

        The land in the offering is moderately sloped.  The 
subdivision is wooded and contains approximately 6 small lakes 
and ponds.

        Approximately 10% of the area in this offering will remain 
as natural open space and 20% will be developed parkland (golf 
course and ski area).

WATER COVERAGE

        No lots will be covered by water at any time during the year.

DRAINAGE AND FILL

        No drainage or fill is required prior to constructing your 
home.

FLOOD PLAIN

        No lots are located in a flood plain.

FLOODING AND SOIL EROSION

        We have a plan to control soil erosion and flooding which 
has been approved pursuant to the Water Quality Management 
Program although we are not contractually bound to implement the 
plan.  Our plan includes the construction of grassy banks around 
the lakes of the golf course which slope down to the lake for 
drainage purposes, and grass seeling over the dirt alongside the 
road construction.  The plan has already begun and is expected to 
be complete by December 1987.  There is no financial assurance of 
completion of this plan.

NUISANCES

        The land in the subdivision is not subject to any onsite or 
offsite unpleasant odors, noises, oollutants, or other nuisances.

        We are unaware of any other proposed or existing land use 
which may adversely affect your lot.


                                23


HAZARDS

        There are no unusual safety factors or any proposed plans, 
private or governmental, for the construction of any facility 
which may create a nuisance or safety hazard or adversely affect 
the use of the land within the subdivision.

        No portion of the subdivision has been formally identified 
by any federal, state, or local agency as being subject to the 
frequent occurrence of natural hazards.  However, the area in 
which the subdivision is located has experienced occasional 
hurricanes, resulting in flooding and property damage in the 
Wilkes-Barre area.  The local jurisdiction does not have a rating 
system for fire hazard.

        The subdivision is located in an area where it is possible 
that some mining may have occurred.  To our knowledge, no mining 
is presently occurring nor has it occurred in the past under the 
lots in the subdivision, but some strip-mining occurred in an 
area to the southwest side of the subdivision, not including any 
lots in this offering.  That land has been partially reclaimed 
and oartially reforested.

        If you seek protection against possible mine subsidence, the 
state of Pennsylvania has a state funded mine subsidence 
insurance program.  Through the Departnent of Environmental 
Resources, the '4ine Subsidence Insurance Department provides 
subsidence insurance to homeowners at rates based on the value of 
the home, up to $100,000.

CLIMATE

        The average temperatures for summer and winter are contained 
in the table below.

                       HIGH            LOW              MEAN

        Summer     80 degrees      50 degrees       70 degrees
        Winter     40 degrees     -10 degrees       25 degrees

        The average annual rainfall is 36 inches and the average 
annual snowfall is 25 inches.

OCCUPANCY

        As of December 1, 1986, about 55 homes in the development 
are occupied on either a full-time or part-time basis.


                                24


      ADDITIONAL INFORMATION

        In this section we will discuss the following areas:

                The Property Owners' Association
                The Annual Real Estate Taxes
                Resale or Exchange Program
                Equal Opportunity in Lot Sales
                Listing of Lots

PROPERTY OWNERS' ASSOCIATION

        A property owners' association has not been formed.  We do 
not presently intend to form one in the near future until 1992 at 
the earliest.  We may form one after that time.  We might then 
convey maintenance and perhaps some or all facilities ownership 
responsibilities to it, but this choice is totally within our 
discretion.

TAXES

        Upon receiot of title to your lot, you will be responsible 
for real prooerty taxes collected by your Township and the the
Hazleton Area School District.  The current tax ranges from $50 
to $150 depending on the value of your lot.

RESALE OR EXCHANGE PROGRAM

        There are no restrictions which might hinder lot owners in 
the resale of their lots, except that no 'for sale" signs are 
permitted to be posted on the lots except by us.

        We have no program at this time to assist you in the resale 
of your lot.

        We have an informal practice by which we will allow you to 
exchange your lot for any unsold lot, if such exchange is 
mutually acceptable to you and to us.  However, we do not have a 
program which assures that you will be able to exchange your lot 
for another.

EQUAL OPPORTUNITY IN LOT SALES

        We are in compliance with Title VIII of the Civil Rights Act 
of 1968 by not directly or indirectly discriminating on the basis 
of race, religion, sex, or national origin in our marketing and 
advertising, our lot services, or in the terms and conditions of 
our sales.


                                25


LISTING OF LOTS

        The lots included in this offering consist of 789 lots
described below.

Plat*   Township**      Book    Page(s)         Lots

A       NU              7       34,41,52        11,16,22,24,45,50-52,55-57,
                                                60-62,64,65,67,72,73,75-78,
                                                81,82,85-98

A       BC              30      57              25,27-30,34,38,44

B       BC              30      78              1-20,22,24-67

B       NU              8       5               69

c       BC              30      25,62           7,11,16,18-21,23,52,53,60,63,
                                                66,68,71,74,80,81

D       BC              30      68,69           13-121,123-144

0       EU              7       61              1-3,5-7

E       BC              30      81              119-121,125-135

E       EU              8       12              1-5

E       NU              8       12              6-118,122-124,136-146

EA      NU              8       11              1-2 81

H       BC              30      27              13,17,29,34,53,54,65,72,78,
                                                85,92

I       BC              30      28              8,24,27,41,49,60,62,67,71,72,
                                                78-87,89,90,92

J       H               30      30,49           23-26,28-30,33,34,47,49,52,
                                                57,58,61,66,67,72-81,83-86,
                                                88

JA      H               30      43-48,          2,5,9,12,15,19,20,22,23,26-
                                50,70           33, 35-38,40-42,47,49-58,60,
                                                62-64,68,70,73,89,90,93,94,
                                                99,101,102,106,108,109,111,
                                                115,129-134,146,147,163,164,
                                                166,167,169,170,173,174,178-
                                                181,185,187-189,193,197,198,.
                                                210,214,228,236,240,249

___________________________

*, ** For meaning of asterisks, see following page.


                                26


*Plat   A is also known as Arapahoe Section
Plat    B is also known as Bellacaola Section
Plat    C is also known as Chickasaw or Calument Drive West Section
Plat    D is also known as Susquehanna Section
Plat    E is also known as Choctaw Section
Plat    EA is also known as Algonquin Section
Plat    H is also known as Huron Section
Plat    I is also known as Iroquis Section
Plat    J is also known as Janhanna Section
Plat    JA is also known as Calumet Section

**BC    = Black @@reek Township, Luzerne County
   H    = Hazle Townshio, Luzerne County
  NU    = North Union Townshio, Schuylkill County
  EU    = East Union township, Schuylkill
County


                                27


COST SHEET, SIGNATURE OF SENIOR EXECUTIVE OFFICER
                COST SHEET

        In addition to the purchase price of your lot, there are 
other exoenditures which must be made.  Listed below are the 
major costs.  There may be other fees for use of the recreational 
facilities.

        All costs are subject to change.

Sales Price of Lot

Cash Price of Lot               $__________
Finance Charge                  $__________
Total                                                 $__________

Estimated One-Time Charges

        1.      Water Connection Fee    $   $540.00

                Security Deposit for
                Water Meter (For Water
                and Sewage Disposal
                Service)                $ 75.00

        2.      Sewer Connection Fee    $680.00

        3.      Construction costs to 
                extend electric and/or
                telephone services      $  None
        4.      other: Closing costs    $240 to $650

                Total                                  $__________

Total of estimated sales price
and one time charges                                   $__________

Estimated annual charges, exclusive of utility use fees

        1.      Taxes-Average unimproved lot after sale to purchaser $

        2.      Dues and assessments    $360.00

The information contained in this Property Report is an
accurate description of our subdivision and development plans.

/s/
C.B.G. Limited, a Pennsylvania limited partnership


                                28



RECEIPT, AGENT CERTIFICATION AND CANCELLATION PAGE
            PURCHASER RECEIPT
        IMPORTANT: READ CAREFULLY

Name of Subdivision: Valley of Lakes
OILSR NU4BER: 0-06602-44-409            Date of Report: April 8, 1987

        We must give you a copy of this Property Report and give you 
an opportunity to read it before you sign any contract or 
agreement.  By signing this receipt, you acknowledge that you 
have received a copy of our Property Report.

Received by ..................................Date........... 
Street Address...............................................
City..........................State..............Zip.........

        If any representations are made to you which are contrary to 
those in this report, please notify the:

                Office of Interstate Land Sales Registration 
                HUD Building, 451 Seventh Street, SW.  
                Washington, D. C. 20410

                        AGENT CERTIFICATION

        I certify that I have made no representations to the 
person(s) receiving this Property Report which are contrary to 
the information contained in this Property Report.

        Lot___________ Block___________ Section__________

        Name of Salesperson...................................
        Signature.............................Date............

PURCHASER CANCELLATION

        If you are entitled to cancel your purchase contract, and 
wish to do so, you may cancel by personal notice, or in writing.  
If you cancel in person or by telephone, it is recommended that 
you immediately confirm the cancellation by certified mail.  You 
may use the form below.
...............................................................

Name of Subdivision          Valley of Lakes
Date of Contract

This will confirm that I/we wish to cancel our purchase 
contract.

Purchaser(s) signature                            Date


                                29




RECEIPT, AGENT CERTIFICATION AND CANCELLATION PAGE
          PURCHASER RECEIPT
      IMPORTANT: READ CAREFULLY

Name of Subdivision: Valley of Lakes
OILSR NUMBER: 0-06602-44-409            Date of Report: April 8, 1987

        We must give you a copy of this Property Report and give you 
an opportunity to read it before you sign any contract or
agreement.      By signing this receipt, you acknowledge that you
have received a copy of our Property Report.

Received by ..................................Date........... 
Street Address...............................................
City..........................State..............Zip.........

        If any representations are made to you which are contrary to 
those in this report, please notify the:

                Office of Interstate Land Sales Registration
                HUD Building, 451 Seventh Street, SW.
                Washington, D. C. 20410

                        AGENT CERTIFICATION

        I certify that I have made no representations to the 
person(s) receiving this Property Report which are contrary to 
the information contained in this Property Report.

        Lot___________ Block___________ Section__________

        Name of Salesperson...................................
        Signature.............................Date............

PURCHASER CANCELLATION

        If you are entitled to cancel your purchase contract, and 
wish to do so, you may cancel by personal notice, or in writing.  
If you cancel in person or by telephone, it is recommended that 
you immediately confirm the cancellation by certified mail.  You 
may use the form below.
...............................................................

Name of Subdivision          Valley of Lakes
Date of Contract

This will confirm that I/we wish to cancel our purchase 
contract.

Purchaser(s) signature                            Date



                                30


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

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