Residential Mortgage Loan Agreement

INDEX OF EXHIBITS


Exhibit Incorporation by
Reference or page in
sequential numbering
where exhibit may be
found:


(3.1) Certificate of Exhibits 4.2-4.5 to
Incorporation as amended, of Registration Statement
the Registrant. No. 33-7244, filed July
22, 1986


(3.2) Amendment to Exhibit 3 to Form 10-Q
Certificate of Incorporation for period ended June 30,
of Registrant dated August 1992
6, 1992


(3.3) By-laws of the Exhibit 3.3 to Annual
Registrant, as amended. Report on Form 10-K for
the year ended December
31, 1992


(10.1) Residential Mortgage Page --
Loan Agreements between
Russell Family Associates,
related to H. Bruce Russell,
and First National Bank of
Rochester


(10.2) Commercial Loan Page --
Agreements between Estate of
Fred B. Kravetz and First
National Bank of Rochester


(10.3) Commercial Line of Page --
Credit Agreement between GLC
Outsourcing Services, Inc.,
related to James D. Ryan,
and First National Bank of
Rochester


(27) Financial Data Schedule Page --


PLEASE RECORD & RETURN TO:
Hodgson, Russ, Andrews, Woods & Goodyear
400 East Avenue
Rochester, New York 14607
Attn: Leeann Luty


----------[Space Above This Line For Recording Data]------------


MORTGAGE


WORDS USED OFTEN IN THIS DOCUMENT
(A) "Security Instrument". This document, which is dated
SEPTEMBER 1, 1995, will be called the "Security Instrument".


(B) "Borrower". RUSSELL FAMILY ASSOCIATES, A LIMITED PARTNERSHIP
sometimes will be called "Borrower" and sometimes simply "I" or
"me".


(C) "Lender". First National Bank of Rochester will be called
"Lender". Lender is a corporation or association which exists
under the laws of the United States of America.


Lender's address is 35 State Street, Rochester, New York 14614


(D) "Note". The note signed by Borrower and dated SEPTEMBER 1,
1995, will be called the "Note". The Note shows that I owe Lender
ONE HUNDRED FIFTY THOUSAND Dollars (U.S. $150,000.00) plus
interest. I have promised to pay this debt in monthly payments
and to pay the debt in full by AUGUST 1, 2010

(E) "Property". The property that is described below in the
section titled "Description of the Property", will be called the
"Property".


(F) "Sums Secured". The amounts described below in the section
titled "Borrower's Transfer to Lender of Rights in the Property"
sometimes will be called the "Sums Secured".


BORROWER'S TRANSFER TO LENDER OF RIGHTS IN THE PROPERTY
I mortgage, grant and convey the Property to Lender subject to
the terms of this Security Instrument. This means that, by
signing this Security Instrument, I am giving Lender those rights
that are stated in this Security Instrument and also those rights
that the law gives to lenders who hold mortgages on real
property. I am giving Lender these rights to protect Lender from
possible losses that might result if I fail to:
(A) Pay all the amounts that I owe Lender as stated in the Note;
(B) Pay, with interest, any amounts that Lender spends under
Paragraphs 2 and 7 of this Security Instrument to protect the
value of the Property and Lender's rights in the Property; and
(C) Keep all of my other promises and agreements under this
Security Instrument.


NEW YORK--Single Family--Fannie Mae/Freddie Mac UNIFORM
INSTRUMENT


DESCRIPTION OF PROPERTY
I give Lender rights in the Property described in (A) through (G)
below:


(A) The Property which is located at 5170 COUNTY ROAD 11, TOWN of
GORHAM, [Street] GORHAM, NEW YORK [City] 14461 [Zip Code]. This
Property is in ONTARIO County. It has the following legal
description:


SEE SCHEDULE "A" ATTACHED HERETO AND MADE A PART HEREOF.


Mortgagors covenant that the within described premises is a
dwelling or residence for not more than two families.


(B) All buildings and other improvements that are located on the
Property described in subparagraph (A) of this section;
(C) All rights in other property that I have as owner of the
Property described in subparagraph (A) of this section. These
rights are known as "easements and appurtenances attached to the
Property";
(D) All rights that I have in the land which lies in the streets
or roads in front of, or next to, the Property described in
subparagraph (A) of this section;
(E) All fixtures that are now or in the future will be on the
Property described in subparagraphs (A) and (B) of this section;
(F) All of the rights and property described in subparagraphs (B)
through (E) of this section that I acquire in the future; and
(G) All replacements of or additions to the Property described in
subparagraphs (B) through (F) of this section.


BORROWER'S RIGHT TO MORTGAGE THE PROPERTY AND BORROWER'S
OBLIGATION TO DEFEND OWNERSHIP OF THE PROPERTY
I promise that: (A) I lawfully own the Property; (B) I have the
right to mortgage, grant and convey the Property to Lender; and
(C) there are no outstanding claims or charges against the
Property, except for those which are of public record.


I give a general warranty of title to Lender. This means that I
will be fully responsible for any losses which Lender suffers
because someone other than myself has some of the rights in the
Property which I promise that I have. I promise that I will
defend my ownership of the Property against any claims of such
rights.


PLAIN LANGUAGE SECURITY INSTRUMENT
This Security Instrument contains promises and agreements that
are used in real property security instruments all over the
country. It also contains other promises and agreements that
vary, to a limited extent, in different parts of the country. My
promises and agreements are stated in "plain language".


COVENANTS


I promise and I agree with Lender as follows:


1. BORROWER'S PROMISE TO PAY
I will pay to Lender on time principal and interest due under the
Note and any prepayment and late charges due under the Note.


2. MONTHLY PAYMENTS FOR TAXES AND INSURANCE
(A) Borrower's Obligations
I will pay to Lender all amounts necessary to pay for taxes,
assessments, water frontage charges and other similar charges,
sewer rents, leasehold payments or ground rents (if any), hazard
or property insurance covering the Property, and flood insurance
(if any). If Lender required mortgage insurance as a condition
of making the loan that I promise to pay under the Note, (i) I
also will pay to Lender all amounts necessary to pay for mortgage
insurance, and (ii) if, under Paragraph 8 below, instead of
paying for mortgage insurance I am required to pay Lender an
amount equal to the cost of mortgage insurance, I will pay this
amount to Lender I will pay all of these amounts to Lender unless
Lender tells me, in writing, that I do not have to do so, or
unless the law requires otherwise. I will make these payments on
the same day that my monthly payments of principal and interest
are due under the Note.


My payments under this Paragraph 2 will be for the items listed
in (i) through (vi) below, which are called "Escrow Items":
(i) The estimated yearly taxes, assessments, water frontage
charges and other similar charges, as a sewer rents on the
Property which under the law may be superior to this Security
Instrument as a lien on the Property. Any claim, demand or
charge that is made against Property because an obligation has
not been fulfilled is known as a "lien";
(ii) The estimated yearly leasehold payments or ground rents on
the Property (if any);
(iii) The estimated yearly premium for hazard or property
insurance covering the Property; (iv) The estimated yearly
premium for flood insurance covering the Property (if any);
(v) The estimated yearly premium for mortgage insurance (if any);
and
(vi) The estimated yearly amount I may be required to pay Lender
under Paragraph 8 below instead of the payment of the estimated
yearly premium for mortgage insurance (if any).


Lender will estimate from time to time the amount I will have to
pay for Escrow Items by using existing assessments and bills and
reasonable estimates of the amount I will have to pay for Escrow
Items in the future, unless the law requires Lender to use
another method for determining the amount I am to pay. The
amounts that I pay to Lender for Escrow Items under this
Paragraph 2 will be called the "Funds". The Funds are pledged as
additional security for all Sums Secured.


The law puts limits on the total amount of Funds Lender can at
any time collect and hold. This total amount cannot be more than
the maximum amount a lender for a "federally related mortgage
loan" could require me to place in an "escrow account" under the
federal law called the "Real Estate Settlement Procedures Act of
1974", as that law may be amended from time to time. If there is
another law that imposes a lower limit on the total amount of
Funds Lender can collect and hold, Lender will be limited to the
lower amount.


(B) Lender's Obligations
Lender will keep the Funds in a savings or banking institution
which has its deposits insured by a federal agency,
instrumentality, or entity, or in any Federal Home Loan Bank. If
Lender is such a savings or banking institution, Lender may hold
the Funds Except as described in this Paragraph 2, Lender will
use the Funds to pay the Escrow Items. Lender will give to me,
without charge, an annual accounting of the Funds. That
accounting must show all additions to and deductions from the
Funds and the reason for each deduction.


Lender may not charge me for holding or keeping the Funds, for
using the Funds to pay Escrow Items, for making a yearly analysis
of my payment of Funds or for receiving, verifying and totaling
assessments and bills. However, Lender may charge me for the
services if Lender pays me interest on the Funds and if the law
permits Lender to make such a charge. Lender also may require me
to pay a one-time charge for an independent real estate tax
reporting service used by Lender in connection with my loan,
unless the law does not permit Lender to make such a charge.
Lender will not be required to pay me any interest or earnings on
the Funds unless either (i) Lender and I agree in writing, at the
time I sign this Security Instrument, that Lender will pay
interest on the Funds; or (ii) the law requires Lender to pay
interest on the Funds.


(C) Adjustments to the Funds
Under the law, there is a limit on the amount of Funds Lender may
hold. If the amount of Funds held by Lender exceeds this limit,
then the law requires Lender to account to me in a special manner
for the excess amount of Funds. There will be an excess amount
if, at any time, the amount of Funds which Lender is holding or
keeping is greater than the amount of Funds Lender is allowed to
hold under the law.


If, at any time, Lender has not received enough Funds to make the
payments of Escrow Items when the payments are due, Lender may
tell me in writing that an additional amount is necessary. I
will pay to Lender whatever additional amount is necessary to pay
the Escrow Items in full. Lender will determine the number of
monthly payments I have in which to pay that additional amount,
but the number of payments will not be more than twelve.


When I have paid all of the Sums Secured, Lender will promptly
refund to me any Funds that are the being held by Lender. If
under Paragraph 21 below, Lender either acquires or sells the
Property then before the acquisition or sale, Lender will use any
Funds which Lender is holding at the time of the acquisition or
sale to reduce the Sums Secured.


3. APPLICATION OF BORROWER'S PAYMENTS
Unless the law requires otherwise, Lender will apply each of my
payments under the Note and under Paragraphs 1 and 2 above in the
following order and for the following purposes:
First, to pay any prepayment charges due under the Note;
Next, to pay amounts due to Lender under Paragraph 2 above;
Next, to pay interest due;
Next, to pay principal due; and
Last, to pay any late charges due under the Note.


4. BORROWER"S OBLIGATION TO PAY CHARGES, ASSESSMENTS AND CLAIMS
I will pay taxes, assessments, water frontage charges and other
similar charges, sewer rents, and any other charges and fines
that may be imposed on the Property and that may be superior to
this Security Instrument. I will also make payments due under my
lease if I am a tenant on the Property and I will pay ground
rents (if any) due on the Property. I will do this either by
making the payments to Lender that are described in Paragraph 2
above or, if I am not required to make payments under Paragraph
2, by making the payments on time to the person owed them. (In
this Security Instrument, the word "person" means any person,
organization, governmental authority or other party). If I make
direct payments, then promptly after making any of those payments
I will give Lender a receipt which shows that I have done so. If
I make payment to Lender under Paragraph 2, I will give Lender
all notices or bills that I receive for the amounts due under
this Paragraph 4.


I will promptly pay or satisfy all liens against the Property
that may be superior to this Security Instrument. However, this
Security Instrument does not require me to satisfy a superior
lien if: (A) I agree, in writing, to pay the obligation which
gave rise to the superior lien and Lender approves the way in
which I agree to pay that obligations; or (B) in good faith, I
argue or defend against the superior lien in a lawsuit 80 that,
during the lawsuit, the superior lien may not be enforced; or (C)
I secure from the holder of that other lien an agreement,
approved in writing by Lender, that the lien of this Security
Instrument is superior to the lien held by that person. If
Lender determines that any part of the Property is subject to a
superior lien, Lender may give Borrower a notice identifying the
superior lien Borrower shall pay or satisfy the superior lien or
take one or more of the actions set forth above within 10 days of
the giving of notice.


5. BORROWER'S OBLIGATION TO MAINTAIN HAZARD INSURANCE OR PROPERTY
INSURANCE
I will obtain hazard or property insurance to cover all buildings
and other improvements that now are or in the future will be
located on the Property. The insurance must cover loss or damage
caused by fire, hazards normally covered by "extended coverage"
hazard insurance policies and other hazards for which Lender
requires coverage, including floods and flooding. The insurance
must be in the amounts and for the periods of time required by
Lender. I may choose the insurance company, but my choice is
subject to Lender's approval. Lender may not refuse to approve
my choice unless the refusal is reasonable. If I do not maintain
the insurance coverage described above, Lender may obtain
insurance coverage to protect Lender's rights in the property in
accordance with paragraph 7 below.


All of the insurance policies and renewals of those policies must
include what is known as a "standard mortgage clause" to protect
Lender. The form of all policies and renewals must be acceptable
to Lender. Lender will have the right to hold the policies and
renewals. If Lender requires, I will promptly give Lender all
receipts of paid premiums and renewal notices that I receive.


If there is a loss or damage to the Property, I will promptly
notify the insurance company and Lender. If I do not promptly
prove to the insurance company that the loss or damage occurred,
then Lender may do so.
The amount paid by the insurance company is called "proceeds".
The proceeds will be used to repair or to restore the damaged
Property unless: (A) it is not economically feasible to make the
repairs or restoration; or (B) the use of the proceeds for that
purpose would lessen the protection given to Lender by this
Security Instrument; or (C) Lender and I have agreed in writing
not to use the proceeds for that purpose If the repair or
restoration is not economically feasible or if it would lessen
Lender's protection under this Security Instrument, then the
proceeds will be used to reduce the amount that I owe to Lender
under the Note and under this Security Instrument. If any of the
proceeds remain after the amount that I owe to Lender has been
paid in full, the remaining proceeds will be paid to me.
If I abandon the Property, or if I do not answer, within 30 days,
notice from Lender stating that the insurance company has offered
to settle a claim, Lender may collect the proceeds. Lender may
use the proceeds to repair or restore the Property or to pay the
Sums Secured. The 30-day period will begin when the notice is
given.


If any proceeds are used to reduce the amount of principal which
I owe to Lender under the Note that use will not delay the due
date or change the amount of any of my monthly payments under the
Note and under Paragraphs 1 and 2 above. However, Lender and I
may agree in writing to those delays or changes.


If Lender acquires the Property under Paragraph 21 below, all of
my rights in the insurance policies will belong to Lender. Also,
all of my rights in any proceeds which are paid because of damage
that occurred before the property is acquired by Lender or sold
will belong to Lender. However, Lender's rights in those
proceeds will not be greater than the Sums Secured immediately
before the Property is acquired by Lender or sold.


6. BORROWER"S OBLIGATIONS TO OCCUPY THE PROPERTY, TO MAINTAIN AND
PROTECT THE PROPERTY, AND TO FULFILL ANY LEASE OBLIGATIONS;
BORROWER'S LOAN APPLICATION
(A) Borrower's Obligations to Occupy the Property
I will occupy the Property and use the Property as my principal
residence within sixty days after I sign this Security
Instrument. I will continue to occupy the Property and to use the
Property as my principal residence for at least one year. The
one-year period will begin when I first occupy the Property.
However, I will not have to occupy the Property and use the
Property as my principal residence within the time frames set
forth above if Lender agrees in writing that I dc not have to do
so. Lender may not refuse to agree unless the refusal is
reasonable. I also will not have to occupy the Property and use
the Property as my principal residence within the time frames set
forth above if extenuating circumstances exist which are beyond
my control.


(B) Borrower's Obligations to Maintain And Protect the Property
I will keep the Property ln good repair I will not destroy,
damage or harm the Property, and I will not allow the Property to
deteriorate.


I will be "in default" under this Security Instrument if I fail
to keep any promise or agreement made in this Security
Instrument. I also will be in default under this Security
Instrument if any civil or criminal action or proceeding for
"forfeiture" (that is, a legal action or proceeding to require
the Property, or any part of the Property, to be given up) is
begun and Lender determines, in good faith, that this action or
proceeding could result in a court ruling (i) that would require
forfeiture of the Property or (ii) that would materially impair
the lien of the Security Instrument or Lender's rights in the
Property. I may correct the default by obtaining a court ruling
that dismisses the legal action or proceeding, if Lender
determines, in good faith, that this court ruling prevents
forfeiture of my interests in the Property and also prevents any
material impairment of (i) the lien created by this Security
Instrument or (ii) Lender's rights in the Property. If I correct
the default, I will have the right to have enforcement of this
Security Instrument discontinued, as provided in Paragraph 18
below, even if Lender has required immediate payment in full.


(C) Borrower's Obligations to Fulfill Any Lease Obligations
If I do not own but am a tenant on the Property, I will fulfill
all my obligations under my lease. I also agree that, if I
acquire the fee title to the Property, my lease interest and the
fee title will not merge unless Lender agrees to the merger in
writing.


(D) Borrower's Loan Application
If, during the application process for the loan that I promise to
pay under the Note, I made false or inaccurate statements to
Lender about information important to Lender in determining my
eligibility for the loan, Lender will treat my actions as a
default under this Security Instrument. False or inaccurate
statements about information important to the Lender would
include a misrepresentation of my intentions to occupy the
Property as a principal residence. This is just one example of a
false or inaccurate statement of important information. Also, if
during the loan application process I failed to provide Lender
with information important to Lender in determining my
eligibility for the loan, Lender will treat this as a default
under this Security Instrument.


7. LENDER'S RIGHT TO PROTECT ITS RIGHTS IN THE PROPERTY
If: (A) I do not keep my promises and agreements made in this
Security Instrument, or (B) someone, including me, brings a legal
proceeding that may significantly affect Lender's rights in the
Property (such as a legal proceeding in bankruptcy, in probate,
for condemnation or forfeiture, or to enforce laws or
regulations), Lender may do and pay for whatever is necessary to
protect the value of the Property and Lender's rights in the
Property. Lender's actions may include appearing in court,
paying reasonable attorneys' fees and entering on the Property to
make repairs. Although Lender may take action under this
Paragraph 7, Lender does not have to do so. I will pay to Lender
any amounts, with interest, which Lender spends under this
Paragraph 7. I will pay those amounts to Lender when Lender
sends me a notice requesting that I do so. I will also pay
interest on those amounts at the Note rate Interest on each
amount will begin on the date that the amount is spent by Lender.
However, Lender and I may agree in writing to terms of payment
that are different from those in this paragraph. This Security
Instrument will protect Lender in case I do not keep this promise
to pay those amounts with interest.


8. MORTGAGE INSURANCE
If Lender required mortgage insurance as a condition of making
the loan that I promise to pay under the Note, I will pay the
premiums for the mortgage insurance If, for any reason, the
mortgage insurance coverage lapses or ceases to be in effect, I
will pay the premiums for substantially equivalent mortgage
insurance coverage. However, the cost of this mortgage insurance
coverage must be substantially equivalent to the cost to me of
the previous mortgage insurance coverage, and the alternate
mortgage insurer must be approved by Lender.


If substantially equivalent mo ...