GAVELLA CORP
NOTE
<DOCUMENT>
<TYPE>EX-10.09
<SEQUENCE>3
<FILENAME>ex10-09.txt
<DESCRIPTION>NOTE
<TEXT>
AC1 262713v1 11/06/03
                       FIRST MORTGAGE NOTE






    S.V.G. PROPERTIES, L.P., a New Jersey limited partnership

                               to


                     NEW YORK COMMUNITY BANK







                    Dated:  November 7, 2003
                      Amount: $4,000,000.00





                       FOX ROTHSCHILD LLP
                 1301 ATLANTIC AVENUE, SUITE 400
                    ATLANTIC CITY, NJ  08401

                     FIRST MORTGAGE NOTE

U.S.  $4,000,000.00                     Philadelphia,Pennsylvania
(Face  Amount)                              November 7, 2003

      1.   FOR VALUE RECEIVED, S.V.G. PROPERTIES, L.P., a limited
partnership company duly organized and existing under the laws of
the  State  of  New Jersey, having an address at  215  West  Main
Street, Maple Shade, New Jersey 08052 ("Maker") promises  to  pay
to  the  order  of  NEW YORK COMMUNITY BANK,  a  New  York  state
chartered banking institution duly organized and validly existing
under  and by virtue of the laws of the State of New York, having
an  office  at  615  Merrick  Avenue, Westbury,  New  York  11590
("Payee"),  at  such offices, or such other place as  the  holder
hereof  may  from time to time appoint in writing, or  order,  in
lawful  money of the United States of America, the principal  sum
of  FOUR  MILLION DOLLARS ($4,000,000.00) ("Principal"), together
with  interest  thereon,  together with such  charges,  payments,
expenses, taxes and fees accrued and unpaid or incurred that  are
the obligation of Maker to pay under the terms and conditions  of
this Note (hereinafter, the "Indebtedness").

     (a)   The  Maker shall pay interest in lawful money  of  the
United  States of America on the unpaid Principal at  an  initial
interest  rate  of  four  and  eight  hundred  seventy-five  one-
thousandths  percent (4.875%) per annum, from the  date  of  this
Note  to  and  including the day immediately prior to  the  first
Change Date, as hereinafter defined.  The interest rate shall  be
adjusted  on  the  first day after the seventh (7th)  anniversary
date  of  this  Note  (the "First Change Date")  and  every  year
thereafter on the same date (the "Subsequent Change Dates"), with
amortization   to  be  revised  based  on  the   then   remaining
amortization period.  The interest rate change shall increase  or
decrease based upon the "Prime Rate" as published in the New York
Times as of ninety (90) days prior to the First Change Date, plus
two  and  one-half  of  one percent (2.50%)  (the  "One-Year  ARM
Rate").   In  the event that more than one prime rate is  listed,
the  highest rate shall prevail.  The loan shall have  a  minimum
interest  rate of 4.875% and a maximum interest rate  of  16.00%.
The  Payee shall give the Maker notice of each new interest  rate
at least thirty (30) days prior to the First Change Date and each
of the Subsequent Change Dates.

      (b)  Provided that the Maker meets the conditions set forth
hereinbelow, the Maker shall have the option to fix the  interest
rate  after the seventh (7th) year of this Note for the remainder
of  the term, to a rate equal to the published yield of the  Five
Year United States Treasury Bill as of ninety (90) days prior  to
the First Change Date, plus 275 basis points (the "Adjusted Fixed
Rate").   The loan shall have a minimum interest rate  of  4.875%
and  a  maximum interest rate of 16.00%.   The Payee will  notify
Maker  of  the Adjusted Fixed Rate within sixty (60) to  seventy-
five (75) days prior to the First Change Date.

      Maker's  option  to  choose  the  Adjusted  Fixed  Rate  is
contingent  upon  the  Maker's  ability  to  meet  the  following
conditions:  (i) Maker shall not have breached any of  the  terms
and  conditions of this Note or the Lien Instruments  during  the
first seven (7) years of this Note, including but not limited  to
the  obligations to make timely monthly payments hereunder;  (ii)
the  Maker must exercise such option by written notice  to  Payee
delivered  at  least thirty (30) days prior to the  First  Change
Date;  (iii)  the Maker will pay to Payee (as a  fee  not  to  be
credited  against  the outstanding principal balance)  an  amount
equal to one percent (1.00%) of the outstanding principal balance
as  of the date of the exercise of the option; and (iv) the Maker
agrees  that  the prepayment penalty schedule for  the  remaining
five  (5)  years  of  the loan term shall be as  hereinafter  set
forth.

     (c)   The  Maker shall pay interest on the unpaid  Principal
from  the  date of this Note until the Indebtedness due hereunder
or  under the Lien Instruments, as hereinafter defined, has  been
paid in full.  The interest paid by the Maker shall be calculated
on the basis of a 360-day year and thirty (30) day months.

      2.    The words Maker and Payee include all makers and  all
payees,  respectively,  under this Note,  their  representatives,
successors and assigns.  The Payee and any other holder  of  this
Note  may  transfer  this  Note.  The  word  Payee  includes  the
original Payee and anyone who takes this Note by Transfer.

     3.   (a)  On the date of this Note, Maker shall pay interest
from  the  date  of this Note until the last day of  this  month,
inclusive,   in   the   amount  of  THIRTEEN   THOUSAND   DOLLARS
($13,000.00).   Thereafter, commencing on the first  day  of  the
second  full calendar month after the date hereof and  continuing
through  and  including the day immediately preceding  the  First
Change Date, unless the due date is accelerated, the Maker  shall
pay  the  Principal  and  interest  by  making  constant  monthly
payments in the amount of TWENTY-ONE THOUSAND ONE HUNDRED  SIXTY-
EIGHT  DOLLARS AND THIRTY-SEVEN CENTS ($21,168.37) commencing  on
January 1, 2004, and the same amount on the first day of each and
every  month  through and including the First  Change  Date  (the
"Initial  Monthly Payments").  Thereafter, until  Maturity,  when
all  of the Principal and interest and any other charges are due,
the Maker shall pay the Principal and interest by making constant
monthly payments on the first day of each and every month,  which
constant monthly payments shall be based upon the applicable rate
of  interest to be determined pursuant to paragraph 1(a) or  1(b)
of  this  Note.   For  the purposes of calculation,  the  Initial
Monthly Payments are based upon a constant rate of payment  using
an  original  amortization schedule of thirty  (30)  years.   The
monthly  payments of Principal and interest will  change  on  the
first  day  of  the month after each respective  Change  Date  to
reflect  the  new  interest rate and constant rate  of  principal
payment.

      Each monthly payment shall be used first to pay all accrued
interest on the unpaid Principal, together with any and all sums,
amounts,  fees,  charges  and  expenses  accrued  and  unpaid  or
incurred,  and the balance, if any, shall be applied in reduction
of outstanding Principal.

      This  Note  shall  mature and be due and payable  in  full,
together  with all accrued but unpaid interest and  any  and  all
other  charges due hereunder or pursuant to the Lien Instruments,
as   hereinafter  defined,  (sometimes  collectively  hereinafter
referred to as the "Mortgage Debt" or "Mortgage Indebtedness") on
the earlier of the following dates: (i) December 1, 2015; or (ii)
at  acceleration  after default.  The earlier of  said  dates  is
referred to herein as "Maturity" or the "Maturity Date".

     (b)   In  addition to the monthly payments of Principal  and
interest  required  pursuant  to  subparagraph  3(a)  above,  and
in  order  to  more fully protect the security  of  the  Mortgage
(as  hereinafter  defined), the Maker further agrees  to  pay  to
the  Payee  (unless  expressly waived in writing  by  Payee),  on
each  monthly  installment  date,  a  sum  equal  to  one-twelfth
(1/12th)  of  the  amount, as estimated  from  time  to  time  by
the  Payee,  of  the  annual real estate  taxes  and  assessments
(the  "Municipal  Charges")  to  become  due  as  charges  on  or
with  respect  to  the Premises (as hereinafter  defined)  during
the  twelve  (12)  calendar  months following  the  date  of  the
first   monthly   installment  due  hereunder  and   during   the
twelve  (12)  calendar  months  following  each  anniversary   of
such  date;  and  one  twelfth (1/12th)  of  the  amount  of  the
annual   insurance   premiums  for  hazard,  general   liability,
boiler   and  rent  loss  coverages  (including  flood  insurance
premiums,   if  applicable)  and  for  any  additional   coverage
included   by  the  Maker  in  the  policy  provided   by   Maker
pursuant   to   the   terms  of  the  Mortgage  (as   hereinafter
defined)   (the  "Insurance  Charges",  and  together  with   the
Municipal  Charges,  collectively  referred  to  hereinafter   as
the  "Carrying  Charges"),  which  payment  shall  be  known  for
the   purposes  hereof  as  the  monthly  payment  to  cover  the
Carrying  Charges  of the Premises, so that  no  later  than  one
(1)  month  prior to the respective due dates for  each  of  such
Carrying  Charges  there  shall be in  the  hands  of  the  Payee
amounts  sufficient  to  pay  such  Carrying  Charges  in   full.
Although  each  such monthly payment is to  be  in  a  lump  sum,
each  component  thereof  may be held separately  by  the  Payee,
without  interest,  for,  and applied  only  to,  the  particular
item  for  which  it  was  paid over by  the  Maker,  unless  the
Payee  in  its  sole discretion elects otherwise,  or  applicable
law  requires  otherwise.  The Payee may  require  the  Maker  to
pay  other  impositions  affecting the Premises  in  a  lump  sum
if   the   Payee   shall  deem  it  necessary  to   protect   its
interest.

     If  at any time prior to the due date of any particular item
of  such  Carrying Charges, the Payee calculates that there  will
not  be in its hands one (1) month prior to such due date  a  sum
sufficient  for the payment of such item in full, the Maker  upon
demand  shall pay the amount of any such deficiency to the  Payee
and  upon failure of the Maker to pay such deficiency within  ten
(10) days of demand therefor, the unpaid balance of the Principal
hereof, shall, at the option of the Payee, become immediately due
and  payable, notwithstanding that sums for the payment of  other
items of such Carrying Charges not yet due and payable may be  in
the  hands  of  the  Payee.  Notwithstanding  the  foregoing  and
provided that there exists no Event of Default hereunder or under
any  of  the  other  Loan Documents, the Payee will  not  require
monthly  escrows  for the payment of hazard,  general  liability,
boiler  and  rent  loss coverages provided that  Maker  maintains
insurance   coverage  for  the  same  in  accordance   with   the
requirements  of  Paragraph  2 of the  Mortgage  (as  hereinafter
defined), nor will Payee collect monthly escrows for the  payment
of separately metered sewer and water charges.

     Any  excess of unneeded funds paid hereunder may be refunded
to  the  Maker  at the discretion of the Payee, so  long  as  all
payments are current, and there is no default under this Note  or
any  of  the  Lien  Instruments  (as  hereinafter  defined),  and
provided, further, that there are no judgments or liens or income
or other tax liens against the Maker or the Premises.

      If  there  shall  be  a default hereunder  resulting  in  a
judicial  sale  of  the Premises, or if the  Payee  acquires  the
Premises  in  any other way after such default, the  Payee  shall
have  the right to apply the balance then remaining in said  fund
to  cover  such  Carrying  Charges against  the  balance  of  the
Indebtedness then unpaid, or to the payment of any or all of such
Carrying  Charges without obligation to account therefor  to  the
Maker.   The  funds  deposited  by the  Maker  pursuant  to  this
Paragraph 3(b) are hereby pledged as additional security for  the
Indebtedness evidenced by this Note.

      4.    (a)   During the initial seven (7) year term of  this
Note,  Maker  may prepay the Indebtedness in whole,  upon  thirty
(30)  days  advance  written notice to the Payee,  provided  that
additionally  there shall be paid as a premium for the  privilege
of so prepaying, an amount equal to the following:

           (i)  Five percent (5%) of the outstanding Principal if
prepayment occurs during the first (1st), second (2nd), or  third
(3rd) years of this Note;

           (ii) Four percent (4%) of the outstanding Principal if
prepayment occurs during the fourth (4th) year of this Note;

            (iii)      Three  percent  (3%)  of  the  outstanding
Principal  if  prepayment occurs during the fifth (5th)  year  of
this Note;

           (iv) Two percent (2%) of the outstanding Principal  if
prepayment occurs during the sixth (6th) year of this Note; and

           (v)  One percent (1%) of the outstanding Principal  if
prepayment occurs during the seventh (7th) year of this Note.

     (b)   Upon the expiration of the seventh (7th) year of  this
Note, in the event that the interest rate is adjusted to the One-
Year ARM Rate in accordance with the provisions of paragraph 1(a)
hereinabove, then Maker may prepay the Indebtedness in whole upon
thirty (30) days advance written notice to the Payee at any  time
during  the  remaining term of this Note without  any  prepayment
premium.

     (c)   Upon the expiration of the seventh (7th) year of  this
Note,  in  the  event that the interest rate is adjusted  to  the
Adjusted  Fixed  Rate  in  accordance  with  the  provisions   of
paragraph   1(b)   hereinabove,  then  Maker   may   prepay   the
Indebtedness  in  whole  upon thirty (30)  days  advance  written
notice  to  the Payee provided that additionally there  shall  be
paid  as  a premium for the privilege of so prepaying, an  amount
equal to the following:

           (i)  Five percent (5%) of the outstanding Principal if
prepayment occurs during the eighth (8th) year of this Note;

           (ii) Four percent (4%) of the outstanding Principal if
prepayment occurs during the ninth (9th) year of this Note;

            (iii)      Three  percent  (3%)  of  the  outstanding
Principal  if prepayment occurs during the tenth (10th)  year  of
this Note;

           (iv) Two percent (2%) of the outstanding Principal  if
prepayment  occurs during the eleventh (11th) year of this  Note;
and

           (v)  One percent (1%) of the outstanding Principal  if
prepayment occurs during the twelfth (12th) year of this Note.

     (d)   For  the purpose of calculating the prepayment premium
as  provided in this paragraph, the first (1st) year of this Note
shall commence on the date of this Note and shall expire at 11:59
P.M. on the day prior to the first (1st) anniversary of the first
(1st)  day  of  the month after the month in which this  Note  is
dated,  unless  this Note is dated the first  (1st)  day  of  the
month,  in  which event the first (1st) year of this  Note  shall
expire  at  11:59  P.M.  on  the day prior  to  the  first  (1st)
anniversary  of the date of this Note.  Each year  of  this  Note
thereafter in succession shall commence on the expiration of  the
first  (1st)  year of this Note and on the annual anniversary  of
the  day following the date of expiration of the first (1st) year
of this Note, respectively; and the use of the term "month" shall
refer to and mean a regular calendar month.  The above prepayment
premium  shall  also  be  due and payable  in  the  event  of  an
acceleration  of payment of the principal balance  of  this  Note
after  a  default  pursuant to the terms  of  this  Note  or  the
Mortgage.

    (e)   No  prepayment premium shall apply to  any  involuntary
prepayment of the Indebtedness.

      5.    If  Payee  does  not receive any monthly  payment  of
principal,  interest  or monthly escrow by the  fifteenth  (15th)
calendar day of such month, Maker will pay a late charge  at  the
rate  of  four  (4c) cents for each dollar ($1.00) of  the  total
monthly  payments  so  overdue for the  administrative  cost  and
expense of handling such late payment.  Said late charge shall be
immediately due and payable without demand by the Payee.

      6.    As  security for the payment of this Note, Maker  has
executed  and  delivered to Payee a certain  First  Mortgage  and
Security  Agreement (the "Mortgage"), Assignment  of  Leases  and
Rents,  and  UCC Form 1 financing statements and other  documents
and  instruments,  all  dated even date  herewith  and  sometimes
collectively  referred  to and known as the  "Lien  Instruments".
The Lien Instruments are made by Maker to and for the benefit  of
Payee and encumber the real property, together with the buildings
and  improvements erected thereon, owned by the  Maker  and  more
fully described in the Mortgage as Schedule A, and the personalty
attached thereto and the rents and profits derived therefrom (the
"Premises").   This Note and the Lien Instruments  are  given  in
consideration  of a loan by Payee to Maker in the amount  of  the
Principal.

      7.    The Maker shall remain liable for the payment of this
Note  in  accordance  with the terms hereof, including  interest,
notwithstanding any extension or extensions of time  of  payment,
or  any indulgence of any kind or nature that Payee may grant  or
permit  to  any  subsequent  owner of  the  encumbered  Premises,
whether with notice or without notice to the Maker; and the Maker
hereby expressly waives such notice.

      8.    Payee  has  the  right  to  accelerate  forthwith  or
thereafter,  at its option, the payment of this Note and  declare
the  entire Mortgage Debt due and payable immediately and in full
if:  (i)  the Maker defaults in making any payment when  due  and
such default continues for fifteen (15) days; or (ii) Maker fails
to  perform any of its promises or obligations or breaches any of
its  covenants made pursuant to this Note or the Lien Instruments
beyond  any  applicable notice or cure period;  and  all  of  the
covenants,   agreements,  terms  and  conditions  of   the   Lien
Instruments  are hereby incorporated herein with the  same  force
and effect as if fully set forth herein at length.

      9.    In  the  event:  (a)  the Payee retains counsel  with
respect  to  the enforcement of this Note, the Mortgage,  or  any
other  document  or instrument given to the Payee  by  the  Maker
(whether or not an action or proceeding is commenced); or (b) any
action  or  proceeding is commenced to which action or proceeding
the  Payee  is  made a party or in which it becomes necessary  to
defend  or  uphold the lien of the Mortgage, then,  in  any  such
event,   all  sums  incurred  by  the  Payee,  including  without
limitation,  reasonable  attorneys' fees,  costs,  disbursements,
allowances,  and additional allowances shall be  paid  by  Maker,
together  with  interest  thereon  at  the  rate  established  in
Paragraph  10  of  this Note, and any such sum and  the  interest
thereon  shall  be a lien on said premises, prior to  any  right,
title  to,  interest in or claim upon the Premises  attaching  or
accruing  subsequent  to the lien of the Mortgage  which  secures
this Note.  The Payee's failure to accelerate for any cause shall
not  be deemed a waiver nor shall it prevent Payee from doing  so
for a later or another cause.

      10.  If Payee declares acceleration in accordance with  the
terms  of  this Note or any of the Lien Instruments or institutes
legal  proceedings  to  enforce  this  Note  and  Payee's  rights
pursuant thereto, or to foreclose the lien of the Mortgage, Maker
agrees  that interest shall accrue from the date of said  default
or  defaults  (notwithstanding that the date of  acceleration  or
notice  may  be later than the date of default) at the  rate  per
annum  of sixteen percent (16.00%), but in no event in excess  of
the applicable usury rate with respect to Maker ("Default Rate"),
until  said default is corrected or the Indebtedness is  paid  in
full (including after entry of final judgment and so long as  any
portion of the judgment remains unpaid).  Interest at the Default
Rate  shall also apply to any advances made by Payee to  preserve
and  protect  the  security of the Mortgage and any  fees  and/or
expenses  as  described in Paragraph 9 of this  Note.   If,  upon
acceleration,  the  Default Rate is in excess of  the  applicable
usury  rate, then, in that event, the rate of interest  shall  be
automatically reduced to the maximum permissible rate  applicable
to  Maker  and any sums which might have been paid at a  rate  in
excess  of the maximum permissible rate shall be deemed  to  have
been  paid  in  error  and  shall  automatically  be  applied  in
reduction of the outstanding Principal.

     11.  Payee shall not by any act of omission or commission be
deemed  to  waive any of its rights or remedies hereunder  unless
such waiver be in writing and signed by an authorized officer  of
Payee and then only to the extent specifically set forth therein;
a  waiver on one occasion shall not be construed as continuing or
as  a  bar  to  or waiver of such right or remedy  on  any  other
occasion.   All remedies conferred upon Payee by this  Note,  the
Mortgage  or  any  other Lien Instrument or  agreement  connected
herewith  or  related  hereto shall be  cumulative  and  none  is
exclusive,  and  such remedies may be exercised  concurrently  or
consecutively at Payee's option.

      12.   Maker  and  every person at any time liable  for  the
payment   of  the  debt  evidenced  by  this  Note  waives:   (i)
Presentment for payment; (ii) Notice of dishonor for non-payment;
(iii)  Protest  and notice of protest relating to,  or  connected
with,  this  Note  or  any  Lien  Instrument  given  as  security
therefor, and consents that Payee may extend the time of  payment
of  any  part or the whole of the debt at any time at the request
of any other person liable.

     13.  This Note cannot be changed except in writing signed by
the Maker and the Payee.

       14.   Notwithstanding  any  provision  herein  or  in  any
instrument  now  or  hereafter  securing  this  Note,  the  total
liability for payments in the nature of interest shall not exceed
the  limits now imposed by the usury laws of the State where  the
Premises  is  located.  In the event that any  interest  paid  by
Maker  exceeds  the usury ceiling applicable to Maker  then  that
portion   of  the  amount  received  which  exceeds  the  maximum
permissible  amount applicable to Maker shall be deemed  to  have
been  paid  in  error and automatically applied in  reduction  of
Principal.

      15.   Should  this Note be signed by more than one  person,
firm, company or corporation, or combination thereof, all of  the
obligations  herein  contained  shall  be  considered  joint  and
several  obligations of each signer hereof.  In  such  case,  the
liability  of each Maker shall be absolute and unconditional  and
without  regard to the liability of any other party hereto.   The
singular  shall also mean plural, and vice versa,  and  masculine
shall  also  mean  feminine or neuter, and  vice  versa,  as  the
context and case of this Note may require.

      16.   This  Note  and the Lien Instruments  given  pursuant
hereto shall be construed in accordance with and governed by  the
laws  of the State where the Premises is located, notwithstanding
any rules regarding the conflicts of laws.

     17.  Any part of this Note being contrary to the laws of the
State  where  the Premises is located or any other  State  having
jurisdiction shall not invalidate the other parts of  this  Note.
If any provision of this Note is determined to be in violation of
any  applicable  law, or otherwise determined to be  invalid  and
unenforceable,  it  shall  automatically  be  severed  from   the
remaining  terms  of this Note which shall be read  without  such
invalid  or  violative provision, and the remaining  terms  shall
continue in full force and effect.

      18.   The Maker waives the right to interpose counterclaims
or  setoffs of any kind or description in any litigation  arising
hereunder  and  hereby acknowledges that this  Note  and  Maker's
obligations hereunder shall at all times continue to be  absolute
and unconditional in all respects.  THE MAKER WAIVES THE RIGHT TO
TRIAL  BY  JURY  AND  THE  RIGHT TO ASSERT  AFFIRMATIVE  DEFENSES
RELATING  TO  ANY  STATUTES  OF  LIMITATIONS  OR  LACHES  IN  ANY
LITIGATION IN WHICH IT AND THE PAYEE ARE ADVERSE PARTIES.

      19.  All notices hereunder shall be in writing and shall be
sufficiently  given for all purposes when sent by  regular  first
class  mail to any party hereto at its address on the cover  page
or  at  such  other address of which it shall have  notified  the
party  giving  such  notice in writing  in  accordance  with  the
foregoing   requirements.   Any  such  notice  shall  be   deemed
effective upon the date it is mailed.

      20.   Upon any sale, transfer or conveyance of all  or  any
part  of  the  Premises, or any interest therein, the  Payee  may
accelerate  the payment of the entire Mortgage Indebtedness,  and
demand  immediate payment thereof in full.  Further, it is agreed
as  follows:  (i)  that the control, management and operation  of
the  Maker  by  Spring  Village  Holdings,  Inc.,  a  New  Jersey
corporation  (the  "Corporate General  Partner")  is  a  material
inducement to the Payee to make the loan evidenced by this  Note;
(ii) that the control of the Corporate General Partner by Bartram
Holdings, Inc., a Delaware corporation ("Bartram") is a  material
inducement to the Payee to make the loan evidenced by this  Note;
(iii) that the control of Bartram by Harry J. Santoro (as used in
this  paragraph only, the "Controlling Principal") is a  material
inducement to the Payee to make the loan evidenced by this  Note;
and  (iv)  that  the  control, management and  operation  of  the
Premises by others, who or which do not, in the Payee's sole  and
absolute  opinion, possess the business and managerial acumen  or
experience  of  the Corporate General Partner, Bartram,  and  the
Controlling Principal, will seriously endanger the status of  the
Premises   and   the  security  represented  by   the   Mortgage.
Accordingly, the entire Indebtedness shall become immediately due
and  payable,  at the option of the Payee, at any time:  (i)  the
control,  management, or operation of the Premises, or  any  part
thereof,  is transferred to any individual or entity  other  than
the  Corporate  General  Partner; or  (ii)  the  control  of  the
Corporate  General  Partner is transferred to any  individual  or
entity  other  than Bartram; or (iii) the control of  Bartram  is
transferred   to  any  individual  or  entity  other   than   the
Controlling Principal.

     Notwithstanding  the foregoing, transfers  of  interests  in
Maker,  Corporate General Partner, or Bartram to immediate family
members,  existing  partners  or  shareholders,  trusts  for  the
benefit  of themselves and/or members of their families, existing
partners or shareholders, or entities comprised of same,  and  by
operation of law, shall be permitted without the prior consent of
the  Payee,  provided  the loan is not in  default,  declared  or
undeclared.

      Transfer  of the Premises to a corporation formed  for  the
purpose of cooperative ownership shall be absolutely prohibited.

      21.   If any of the following events occur with respect  to
the  Maker or any other party primarily or secondarily liable for
any  of  the Maker's obligations to Payee, present or future,  or
with  respect  to  any  general  partner(s),  shareholder(s)   or
member(s) of the Maker (collectively with the Maker hereafter  in
this  paragraph  referred  to  as "them")  to  wit:  dissolution;
liquidation; insolvency; assignment for the benefit of creditors;
calling  a  meeting of creditors; appointment of a  committee  of
creditors  or  liquidating  agent;  offer  to  a  composition  or
extension to creditors; making, or sending notice of, a bulk sale
other  than  in the ordinary course of business; commencement  of
any proceeding, suit or action (at law or in equity, or under any
of  the  provisions  of  the Bankruptcy  Code,  as  amended)  for
reorganization, composition, extension, arrangement, wage  earner
plan, receivership, liquidation or dissolution, by or against any
of   them;  appointment  of,  or  application  for,  a  receiver,
conservator,  rehabilitator or similar officer or  committee  for
any  of them or any property of any of them; commencement of  any
proceedings  supplementary to execution relating to any  judgment
rendered  against  them,  then  all  obligations  to  the  Payee,
including  this Note, although otherwise unmatured or contingent,
shall  forthwith become absolute and due and payable without  any
notice or demand whatsoever, at the Default Rate defined herein.

      22.  The Maker consents to the personal jurisdiction of the
courts  of the state where the Premises is located, and  consents
that  it may be served with process within or without said  state
as  though  it were a domiciliary, and according to the  laws  of
said  state, in any action or proceeding involving the Payee  and
the  Maker.  IN ANY ACTION OR PROCEEDING INVOLVING THE MAKER  AND
THE  PAYEE, THE MAKER HEREBY WAIVES: (I) ANY AND ALL RIGHT  TO  A
TRIAL  BY  JURY; AND (II) ANY AND ALL RIGHT TO ASSERT AFFIRMATIVE
DEFENSES  RELATING TO ANY STATUTES OF LIMITATIONS  OR  CLAIMS  OF
LACHES.

      23.   Maker  represents and warrants  that  it  is  a  duly
organized and existing entity as described in Paragraph 1 of this
Note  and  is  authorized to do business in the State  where  the
Premises  is  located.  Maker further represents that  Maker  has
full power, authority and legal right to execute and deliver this
Note, and that the debt hereunder constitutes a valid and binding
obligation of Maker.

      24.   The  Payee  agrees  that the  promise  of  the  Maker
contained  in  this  Note  to pay the Indebtedness,  is  included
herein for the sole purpose of establishing the existence of  the
Indebtedness,  that  the Payee's source of  satisfaction  of  the
Indebtedness shall be limited to the Premises, the rents,  issues
and  profits derived therefrom, whether collected or uncollected,
the  improvements  and  the  rights in  condemnation  awards,  or
eminent domain awards, and insurance policies or proceeds therein
described,  that the Payee will not seek to enforce  out  of  any
other assets of the Maker or any party constituting the Maker any
judgment  for  any sum of money which is or may be payable  under
this  Note or the Mortgage or for the performance of any  of  the
obligations of the Maker under the Note or the Mortgage,  or  for
any  deficiency  remaining  after foreclosure  of  the  Mortgage;
provided, however, that nothing herein contained shall be  deemed
to  be  a  release from payment of the Indebtedness,  or  of  the
security  therefor intended by the Mortgage or any  of  the  Lien
Instruments,  or  shall preclude the Payee from  foreclosing  the
Mortgage  in case of any default under the Mortgage or the  Note,
or from enforcing any of its rights under the Mortgage, including
but  not  limited to, obtaining the appointment of a receiver  or
putting  into  effect the assignment of leases and rents,  issues
and   profits  contained  in  the  Mortgage  or  any   collateral
assignment   of   leases  and/or  rents.    Notwithstanding   the
foregoing,  the  terms  of  this  paragraph  shall  automatically
terminate, and be deemed null and void and of no further force or
effect  if:  (i) the Maker or owner of the Premises intentionally
impairs the value of the Premises or jeopardizes the adequacy  of
the  security created by the Mortgage; or (ii) the Maker or owner
of  the  Premises  encumbers  the  Premises  with  a  subordinate
mortgage prohibited by the terms of this Note or the Mortgage; or
(iii)   noxious,  toxic,  hazardous  or  environmentally  unsound
materials,  substances  or waste, are now  or  hereafter  buried,
stored,  used, placed, incorporated or generated  in  or  on  the
Premises;  (iv) fraud is committed by the Maker, or  any  of  its
principals (if Maker is not a natural person), against the  Payee
in  the  application for the loan evidenced by this Note; or  (v)
the Maker misappropriates any rent or uses any rent other than in
connection  with  the Premises; or (vi) the Maker misappropriates
the  proceeds of insurance or condemnation other than as required
by  the Mortgage or this Note; or (vii) the Maker misappropriates
security deposits held by the Payee pursuant to Leases; or (viii)
the  Payee incurs any cost for the removal of any asbestos, which
under  existing law is or under future law may be required to  be
removed  from the Premises.  With respect to the foregoing  items
(i)  through  (viii),  recourse shall be limited  to  the  actual
damages suffered by the Payee.

     25.  Relief From Bankruptcy Stay.  Maker agrees that, in the
event  that  Maker or any of the persons or parties  constituting
Maker  shall  (i)  file with any bankruptcy  court  of  competent
jurisdiction or be the subject of any petition under Title 11  of
the  United  States  Bankruptcy  Code,  as  amended  ("Bankruptcy
Code"), (ii) be the subject of any order for relief issued  under
the Bankruptcy Code, (iii) file or be the subject of any petition
seeking    any    reorganization,    arrangement,    composition,
readjustment,  liquidation, dissolution or similar  relief  under
any  present  or future relief for debtors, (iv) have  sought  or
consented  to  or acquiesced in the appointment of  any  trustee,
receiver, conservator or liquidator, or (v) be the subject of any
order,  judgment  or  decree entered by any  court  of  competent
jurisdiction  approving a petition filed against such  party  for
any  dissolution  or similar relief under any present  or  future
federal or state act or law relating to bankruptcy, insolvency or
relief  for debtors, Payee shall thereupon be entitled and  Maker
irrevocably  consents to immediate and unconditional relief  from
any automatic stay imposed by Section 362 of the Bankruptcy Code,
or  otherwise,  on  or against the exercise  of  the  rights  and
remedies otherwise available to Payee as provided for herein,  in
the Mortgage, or in any of the other loan documents delivered  in
connection herewith, and as otherwise provided by law, and  Maker
hereby irrevocably waives any right to object to such relief  and
will  not  contest any motion by Payee seeking  relief  from  the
automatic stay.

     26.  Limitation of Liability. No claim may be made by Maker,
any  specified person or any other person, against Payee  or  the
affiliates, directors, officers, employees, attorneys  or  agents
of  Payee, for any special, indirect or consequential damages or,
to  the fullest extent permitted by law, for any punitive damages
in  respect  of  any claim or cause of action (whether  based  on
contract,  tort, statutory liability, or any other ground)  based
on,  arising  out of or related to this Note or any of  the  Lien
Instruments  or the transactions contemplated hereby or  thereby,
or any act, omission or event occurring in connection herewith or
therewith, and Maker (for itself and on behalf of each  specified
person) hereby waives, releases and agrees never to sue upon  any
claim  for  any  such damages, whether such claim now  exists  or
hereafter arises, and whether or not it is now known or suspected
to exist in its favor.

       27.   THE  FOLLOWING  PARAGRAPH SETS FORTH  A  WARRANT  OF
AUTHORITY FOR AN ATTORNEY TO CONFESS JUDGMENT AGAINST THE  MAKER.
IN GRANTING THIS WARRANT OF AUTHORITY TO CONFESS JUDGMENT AGAINST
THE   MAKER,  THE  MAKER  HEREBY  KNOWINGLY,  INTENTIONALLY   AND
VOLUNTARILY,  AND  ON THE ADVICE OF SEPARATE  COUNSEL  OF  MAKER,
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS THE MAKER  HAS  OR  MAY
HAVE TO PRIOR NOTICE, EXCEPT AS OTHERWISE PROVIDED HEREIN, AND AN
OPPORTUNITY  FOR  HEARING UNDER THE RESPECTIVE CONSTITUTIONS  AND
LAWS OF THE UNITED STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

      MAKER  IRREVOCABLY AUTHORIZES AND EMPOWERS ANY ATTORNEY  OR
THE  PROTHONOTARY  OR CLERK OF ANY COURT IN THE  COMMONWEALTH  OF
PENNSYLVANIA, OR ELSEWHERE, TO APPEAR FOR MAKER AT ANY TIME AFTER
DEFAULT  UNDER  THIS  NOTE OR UNDER THE MORTGAGE  IN  ANY  ACTION
BROUGHT  AGAINST MAKER ON THIS NOTE AT THE SUIT OF PAYEE,  AS  OF
SUCH  TERM,  AND  IN  THAT ACTION TO CONFESS  OR  ENTER  JUDGMENT
AGAINST  MAKER FOR THE ENTIRE UNPAID PRINCIPAL OF THIS  NOTE  AND
ALL OTHER SUMS PAID BY PAYEE TO OR ON BEHALF OF MAKER PURSUANT TO
THE  TERMS OF THIS NOTE OR THE MORTGAGE, AND ALL INTEREST ACCRUED
ON  THOSE  AMOUNTS,  TOGETHER  WITH  COSTS  OF  SUIT,  ATTORNEYS'
COMMISSION  FOR  COLLECTION OF FIVE PERCENT  (5%)  OF  THE  TOTAL
AMOUNT THEN DUE BY MAKER TO PAYEE, TOGETHER WITH INTEREST ON  ANY
JUDGMENT  OBTAINED BY PAYEE AT THE RATE OF INTEREST SPECIFIED  IN
THE  NOTE AFTER DEFAULT, INCLUDING INTEREST AT THAT RATE FROM AND
AFTER ANY SHERIFF'S OR JUDICIAL SALE UNTIL ACTUAL PAYMENT IS MADE
TO PAYEE OF THE FULL AMOUNT DUE PAYEE; AND FOR SO DOING THIS NOTE
OR  A  COPY  OF  THIS  NOTE  VERIFIED BY  AFFIDAVIT  SHALL  BE  A
SUFFICIENT  WARRANT.   THE  AUTHORITY GRANTED  IN  THIS  NOTE  TO
CONFESS JUDGMENT SHALL NOT BE EXHAUSTED BY ANY EXERCISE OF IT BUT
SHALL  CONTINUE FROM TIME TO TIME AND AT ALL TIMES UNTIL  PAYMENT
IN FULL OF ALL AMOUNTS DUE UNDER THIS NOTE.

     28.  Future Refinance.   During the term of the loan hereof,
and  upon thirty (30) days prior written notice to the Payee, the
principal amount of this Note may be increased to an amount equal
to  seventy-five percent (75%) of the economic or market value of
the  Premises,  whichever  is  less  (the  "Loan  Increase"),  as
indicated in an updated appraisal to be performed by an appraiser
named  by the Payee, provided that the additional funds are  used
for  capital improvements to the Premises.  The rate for the Loan
Increase  shall  be  set at the prevailing  rate  for  comparable
properties,  and  shall  "blend" and  run  co-terminus  with  the
original  loan  evidenced by this Note.  In no  event  shall  the
interest  rate  be  less than the interest rate  then  in  effect
pursuant  to  this  Note.  At the time of  closing  of  the  Loan
Increase,  Maker shall pay to Payee a fee equal  to  one  percent
(1%)  of  the Loan Increase.  Additionally, Maker shall  pay  all
costs  related  to the updated appraisal and any  and  all  costs
attendant  to closing of the Loan Increase, including legal  fees
related  to documentation required to properly evidence the  Loan
Increase,  including but not limited to an Amended  and  Restated
Note and Mortgage Modification Agreement.  Payee's obligation  to
consummate any Loan Increase is conditioned upon an inspection of
the Premises and a credit review of Maker, both of which shall be
satisfactory to Payee, in its absolute discretion.

     The Maker agrees to the terms of this Note by signing below.
If  the  Maker is a corporation, this Note is executed by a  duly
authorized officer.  If the Maker is a partnership, this Note  is
executed by a duly authorized general partner.  If the Maker is a
limited  liability  company, this Note  is  executed  by  a  duly
authorized member.

                         S.V.G.  PROPERTIES, L.P., a  New  Jersey
                         limited partnership
                         BY:  SPRING  VILLAGE HOLDINGS,  INC.,  a
                              New   Jersey  corporation,  General
                              Partner


                              BY:________________________________
                                   Harry J. Santoro, President

COMMONWEALTH OF PENNSYLVANIA  :

COUNTY OF PHILADELPHIA             :

      BE  IT REMEMBERED, that on this 7th day of November, 2003,
before  me, the subscriber, personally appeared HARRY J. SANTORO,
who, I am satisfied, is the President of SPRING VILLAGE HOLDINGS,
INC., a New Jersey corporation (the "Corporation"), which is  the
General  Partner of S.V.G. PROPERTIES, L.P., a New Jersey limited
partnership   (the  "Limited  Partnership"),  and  thereupon   he
acknowledged  that he signed and delivered the within  instrument
in  his  capacity  as  the President of the  Corporation  in  its
capacity as the General Partner of the Limited Partnership, being
duly authorized to do so.



                              ___________________________________
                              NOTARY PUBLIC


</TEXT>
</DOCUMENT>
