Charles H. Davison and Leslie B. Davison - Page 8

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               If this Letter of Agreement is to become effective, you                
               must sign the enclosed copy hereof and return the same                 
               to me at the Home Office, so that the same is received                 
               by me prior to December 31, 1980.                                      
          Attached to the Letter Agreement were the minutes from a December           
          23, 1980, meeting of John Hancock's Agricultural Investment                 
          Committee stating that the committee voted to accept the                    
          following modification of the 1980 credit arrangement:                      

               To capitalize $793,655.23 of the $1,587,310.46 interest                
               due January 1, 1981 and to defer the $7,707.50                         
               principal installment due January 1, 1981 until January                
               1, 2001, the final maturity under FML [Farm Mortgage                   
               Loan] #161177, White Tail Farm, 19,344 acres secured by                
               a First Mortgage loan in North Carolina and Illinois in                
               consideration of White Tail Farm providing John Hancock                
               Participation as follows:                                              
                    Between July 1, 1981 and January 1, 1991[,] 22% of                
               Net Farm Income and 22% of the Net Profit From Land                    
               Sales[;]                                                               
                                         and                                          
                    Between January 2, 1991 and January 1, 2001[,] 25%                
               of Net Farm Income and 25% of the Net Profit From Land                 
               Sales over Value Assigned To Land;                                     
               rather than 20% of Net Farm Income and 20% of the Net                  
               Profit From Land [Sales] as originally provided.                       

          Mr. Esposito signed the Letter Agreement on behalf of White Tail.           
               On December 30, 1980, John Hancock made a wire transfer of             
          $1,587,310.46 to White Tail's account at the American National              
          Bank and Trust Co. of Chicago (American National).  This transfer           
          increased the amount White Tail owed to John Hancock by                     
          $1,587,310.46.  This amount is reflected as a deposit into the              





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