AMENDMENT No. 1 TO PROMISSORY NOTE



       This AMENDMENT, dated March  27, 2013, applies to the Promissory
Note, dated December 28, 2012, executed by PW Salisbury Solar, LLC
("Borrower" or "Mortgagor") for the benefit of the lender, Hudson Bay
Partners, LP ("Lender").

       WHEREAS, the Borrower executed the Promissory Note for the
benefit of Lender in consideration of a loan to Borrower by Lender in
the principal amount of $800,000.00; and

       WHEREAS, the Borrower executed a Mortgage, Security Agreement and
Assignment of Leases and Rent agreement on December 28, 2012
("Mortgage") for benefit of Lender to secure the obligations of
Borrower and provide Lender with a mortgage in Borrower's assets,
including all of its real estate assets and its lease with a solar
farm tenant; and

       WHEREAS, Power REIT ("Guarantor") executed a Guaranty agreement
dated December 28, 2012 ("Guaranty"), for benefit of Lender and as a
material inducement to the making of the loan by Lender to Borrower.
Collectively, Lender, Mortgagor and Guarantor shall be referred to as
the "Parties."

       WHEREAS, the Parties now desire to extend the maturity of the
Promissory Note.


       NOW, THEREFORE, for full consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as
follows:

1.	Promissory Note is amended as follows:

A.	Paragraph (a) under the heading "Payments under this Note
shall be made as follows" shall be replaced in its entirety
with the following:

(a)	Interest only, at the rate of 5.0% per annum, on all
or such part of the Principal Sum as shall be outstanding
from time to time, through June 30, 2013, and thereafter,
interest only at the rate of 8.5% per annum, on all or such
part of the Principal Sum as shall be outstanding from time
to time, through June 30, 2014 ("Maturity Date").  Interest
shall be paid semi-annually and shall be paid on June 30,
2013, December 31, 2013 and on the Maturity Date or the
business day prior to such payment date. If any part of the
Principal Sum is prepaid early, interest payments shall be
appropriately prorated.

B.	Paragraph (b) under the heading "Payments under this Note
shall be made as follows" shall be replaced in its entirety
with the following:

(b)	Provided that no default exists under the Note or
Mortgage, the Borrower may extend the Maturity Date to
January 31, 2015 (the "Extended Maturity Date") by
providing Lender ten (10) day's written notice.  If so
extended, payment will be due on an interest only basis, at
the rate of 8.5% per annum, on all or such part of the
Principal Sum as shall be outstanding from time to time,
and shall be paid on the Extended Maturity Date.  If any
part of the Principal Sum is prepaid early, interest
payments shall be appropriately prorated.


2. 	All other provisions of the Promissory Note, Mortgage or Guaranty
necessary to effect the amendments described in paragraph 1 of this
Amendment are also hereby amended and consented to by the relevant
parties.

3.	Other than the provisions that have been amended by this Amendment,
all other terms and conditions of the Promissory Note, Mortgage and
Guaranty remain in full force and effect.


IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the day and year first set forth above.



HUDSON BAY PARTNERS, LP
("LENDER")

/s/ David H. Lesser
David H. Lesser



PW SALISBURY SOLAR, LLC
("BORROWER")

/s/ Arun Mittal
Arun Mittal, Manager



POWER REIT
("GUARANTOR")

/s/ Arun Mittal
Arun Mittal, Vice President