Restriction Imposed On The Property:

Original Restrictions

This DEED made this 23rd day of December, 1991, by and between BRUCE FORBES and LOIS Forbes, husband and wife (the said Lois Forbes joining herein as a Grantor for the sole purpose of relinquishing any marital rights or interest which she may have in the property hereby conveyed), hereinafter collectively referred to as the Grantors; and PAR-MED, a Virginia General Partnership, hereinafter referred to as the Grantee.

     WITNESSETH:

that for and in consideration of the sum of TEN DOLLARS ($10.00), cash in hand paid, and other good and valuable considerations, the receipt and sufficiency of all of which being hereby acknowledged, the Grantors do hereby grant, bargain, sell and covey with GENERAL WARRANTY AND ENGLISH COVENANTS OF TITLE unto the Grantee, in fee simple and absolutely, all that certain lot or parcel of land situate in the City of Harrisonburg in the Commonwealth of Virginia, as the same is more particularly described on Exhibit "A" attached hereto and made a part hereof, together with the improvements thereon, and all rights, privileges, appurtenances, easements, and right-of-way thereunto belonging or in anywise appertaining.

The Property herein conveyed is subject to the terms and conditions of the Declaration of Covenants, Conditions and Restrictions for Forbes Commerce Park Subdivision, which Declaration is of record in the Clerk's Office of the Circuit Court of Rockingham County, Virginia in Deed Book 1105 at Page 2.

As a further consideration for the conveyance of the subject property, Grantors hereby impose the following additional restrictions upon that portion of Grantors' other land shown as the cross-hatched area on the attached Exhibit "B" (Green shaded Area), as well as upon the land conveyed hereby to the Grantee (shown as the dotted area), which restrictions shall be deemed appurtenant to and for the benefit of the land herein conveyed to Grantee and that portion of Grantors' other land shown as the cross-hatched area on Exhibit "B", and shall remain and run with the land thus restricted until fifteen years (15) years from the date of recordation of this Deed, a which time such restrictions shall automatically terminate: NO (1) fast food restaurant, (2) convenience store, (3) gas or service station, (4) automobile, go-cart, motorcycle, or quarter midget race tracks and other vehicle endurance or race tracks, (5) Used motor vehicle sales lots, (6) truck or bus terminals (incidental truck usage is specifically permitted), or (7) trailer courts or recreation vehicle campgrounds, shall be permitted on any lot or parcel the boundaries of which encompass any portion of Grantors' other land shown as the cross-hatched area on Exhibit "B", or upon the land conveyed hereby to the Grantee (shown as the dotted area). In advance of the automatic termination date provided above, any of the foregoing covenants imposed upon the property herein conveyed to Grantee may be released by written instrument executed by the owner(s) of Grantors' other land shown as the cross-hatched area on Exhibit "B". Conversely, in advance of the automatic termination provided above, any of the foregoing covenants imposed upon Grantors' other land shown as the cross-hatched area on Exhibit "B", may be released by written instrument executed by the then owner of the property conveyed to Grantee herein (shown as the dotted area).

This conveyance is made subject to all restrictions, covenants, easements and right of way of record in the chain of title to this property.

Signed by Bruce Forbes and Lois Forbes.

     "Exhibit B":



Modification

This Agreement, made this 9th day of October, 1996, by and among Bruce FORBES and Lois FORBES, his wife (to be indexed as both Grantors and Grantees), PAR-MED, a Virginia general partnership (to be indexed as both Grantor and Grantee), and NATIONS BANK, N.A., formerly NATIONSBANK OF VIRGINIA, (to be indexed as Grantor) and Larry PACKETT, SOLE ACTING TRUSTEE (to be indexed as Grantor).

     Recitals:

A. Bruce Forbes is the owner of that certain real estate located in the City of Harrisonburg, Virginia, and designated as Lots 1, 2, and 4 of Forbes Commerce Park, as more particularly shown on the subdivision plat thereof of record in the Clerk's Office of the Circuit Court of Rockingham County, Virginia, at Deed Book 1104, Page 630, which property was acquired by Bruce Forbes by Deed dated March 31, 1989 from Marshall Industries, Inc., a Delaware corporation, which deed is recorded in the aforesaid Clerk's Office in Deed Book 951, Page 631.

B. Par-Med is the owner of that certain real estate situate in the City of Harrisonburg, Virginia, designated as Lot 3 of Forbes Commerce Park as more particularly shown on the aforesaid subdivision plat, which tract was acquired by Par-Med by deed dated December 23, 1991, from Bruce Forbes and Lois Forbes, husband and wife, such deed being of record in the aforesaid Clerk's Office in Deed Book 1105, Page 51. NationsBank, N.A., is the present note holder secured by that certain Credit Line Deed of Trust dated January 24, 1992, of record in the aforesaid Clerk's Office in Deed Book 1105, Page 57, which Deed of Trust constitutes a first lien of said Lot 3; and Larry Packett is sole acting trustee under such Deed of Trust.

C. Bruce Forbes is the Declarant under that certain Declaration of Covenants, Conditions, and Restrictions dated December 23, 1991 ("the Declaration"), of Forbes Commerce park Subdivision, which Declaration is recorded in the aforesaid Clerk's Office at Deed Book 1104, Page 636, and recorded at Deed Book 1105, Page 2.

D. Bruce Forbes, as owner of Lots 1, 2, and 4 of Forbes Commerce Park and as Declarant under the Declaration, and Par-Med as owner of Lot 3 of Forbes Commerce Park, desire to terminate the Declaration and release from the provisions thereof all lots of Forbes Commerce Park as more particularly set forth herein.

     WITNESSETH:

NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration the receipt of which is hereby acknowledged, and in consideration of the agreements contained herein, the parties do hereby agree as follows:

1. Bruce Forbes, as the owner of Lots 1, 2 and 4 of Forbes Commerce Park Subdivision and as Declarant under the Declaration, and Par-Med, as owner of Lot 3 of Forbes Commerce Park Subdivision, do hereby agree to the termination of the Declaration and release from the provisions thereof of all lots in Forbes Commerce Park Subdivision.

2. The termination of the Declaration and release of all subject lots from the provisions thereof, shall in no way affect the existing restrictive covenants specifically set forth in the above-mentioned deed dated December 23, 1991 from Bruce Forbes and Lois Forbes, husband and wife, to Par-Med, of record at Deed Book 1105, Page 51, which specifically restrict that portion of Bruce Forbes' land shown as the "cross-hatched" area on Exhibit B attached to and recorded with such deed. Those particular restrictive covenants as set forth in such deed shall remain unchanged and unaffected by this Agreement.

3. Par-Med, and Lot 3 owned by it, are each hereby released from any obligation or liability for any assessments or other fees, past, present, or future, which may have been imposed or created against Par-Med or such Lot 3 pursuant to the terms of the Declaration.

4. NationsBank, N.A., and Larry Packett, as sole acting trustee, join herein as the present note holder and trustee, respectively, under the above-referenced Deed of Trust, for the limited purpose of evidencing their consent to the termination of the Declaration and release of the lots of Forbes Commerce Park Subdivision from the provisions of such Declaration.

Signed by Bruce Forbes, Lois Forbes, Par-Med, NationsBank, N.A., Larry Packett.