ADJUSTABLE RATE NOTE
                         (3 Year Treasury Index - Rate Caps)

          THIS NOTE CONTAINS PROVISIONS ALLOWING FOR CHANGES IN MY INTEREST
          RATE AND MY MONTHLY PAYMENT.  THIS NOTE LIMITS THE AMOUNT MY
          INTEREST RATE CAN CHANGE AT ANY ONE TIME AND THE MAXIMUM RATE I
          MUST PAY.

               MAY 30, 1997        ROCHESTER      NEW YORK
                                   (City)         (State)

                     604 BEACH AVENUE, ROCHESTER, NEW YORK 14612
                                  (Property Address)

          1.  BORROWER'S PROMISE TO PAY

               In return for a loan that I have received, I promise to pay
          U.S. $166,250.00 (this amount is called "principal"), plus
          interest, to the order of the Lender.  The Lender is FIRST
          NATIONAL BANK OF ROCHESTER.  I understand that the Lender may
          transfer this Note.  The Lender or anyone who takes this Note by
          transfer and who is entitled to receive payments under this Note
          is called the "Note Holder".

          2.  INTEREST

               Interest will be charged on unpaid principal until the full
          amount of principal has been paid.  I will pay interest at a
          yearly rate of 6.875%.  The interest rate I will pay will change 
          in accordance with Section 4 of this Note.  The interest rate
          required by this Section 2 and Section 4 of this Note is the rate
          I will pay both before and after any default described in Section
          7(B) of this Note.

          3.  PAYMENTS

               (A) Time and Place of Payments

               I will pay principal and interest by making payments every
          month.

               I will make by monthly payments on the 1st day of each month
          beginning on JULY 1, 1997.  I will make these payments every
          month until I have paid all of the principal and interest and any
          other charges described below that I may owe under this Note.  My
          monthly payments will be applied to interest before principal. 
          If, on JUNE 1, 2027, I still owe amounts under this Note, I will
          pay those amounts in full on that date, which is called the
          "maturity date".

               I will make my monthly payments at 35 STATE STREET,
          ROCHESTER, NEW YORK 14614 or at a different place if required by
          the Note Holder.

               (B) Amount of Monthly Payments

               Each of my initial monthly payments will be in the amount of
          U.S. $1,092.15.  This amount may change.

               (C)  Monthly Payment Changes

               Changes in my monthly payment will reflect changes in the
          unpaid principal of my loan and in the interest rate that I must
          pay.  The Note Holder will determine my new interest rate and the
          changed amount of my monthly payment in accordance with Section 4
          of this Note.


          MULTISTATE ADJUSTABLE RATE NOTE 3 YEAR ARM- Single Family -
          Fannie Mae/Freddie Max Uniform Instrument  Form 3504 7/88


          4.  INTEREST RATE AND MONTHLY PAYMENT CHANGES

               (A)  Change Dates
               The interest rate I will pay may change on the first day of
          JUNE, 2000, and on that day every 36th month thereafter.  Each
          date on which my interest rate could change is called a "Change
          Date".

               (B)  The Index
               Beginning with the first Change Date, my interest rate will
          be based on an Index.  The "Index" is the weekly average yield on
          United States Treasury securities adjusted to a constant maturity
          of 3 years, as made available by the Federal Reserve Board.  The
          most recent Index figure available as of the date 45 days before
          each Change Date is called the "Current Index".

               If the Index is no longer available, the Note Holder will
          choose a new index that is based upon comparable information. 
          The Note Holder will give me notice of this choice.

               (C)  Calculation of Changes
               Before each Change Date, the Note Holder will calculate my
          new interest rate by adding two and eight hundred seventy-five
          thousandths percentage points (2.875%) to the Current Index.  The
          Note Holder will then round the result of this addition to the
          nearest one-eighth of one percent point (0.125%).  Subject to the
          limits stated in Section 4(D) below, this rounded amount will be
          my new interest rate until the next Change Date.

               The Note Holder will then determine the amount of the
          monthly payment that would be sufficient to repay the unpaid
          principal that I am expected to owe at the Change Date in full on
          the maturity date at my new interest rate in substantially equal
          payments.  The result of this calculation will be the new amount
          of my monthly payment.

               (D)  Limits on Interest Rate Changes
               The interest rate I am required to pay at the first Change
          Date will not be greater than 8.875% or less than 4.875%. 
          Thereafter, my interest rate will never be increased or decreased
          on any single Change Date by more than two percentage points
          (2.0%) from the rate of interest I have been paying for the
          preceding 36 months.  My interest rate will never be greater than
          11.875%.

               (E)  Effective Date of Changes
               My new interest rate will become effective on each Change
          Date.  I will pay the amount of my new monthly payment beginning
          on the first monthly payment date after the Change Date until the
          amount of my monthly payment changes again.

               (F)  Notice of Changes
               The Note Holder will deliver or mail to me a notice of any
          changes in my interest rate and the amount of my monthly payment
          before the effective date of any change.  The notice will include
          information required by law to be given me and also the title and
          telephone number of a person who will answer any question I may
          have regarding the notice.

          5.  BORROWER'S RIGHT TO PREPAY

               I have the right to make payments of principal at any time
          before they are due.  A payment of principal only is known as a
          "prepayment".  When I make a prepayment, I will tell the Note
          Holder in writing that I am doing so.

               I may make a full prepayment or partial prepayments without
          paying any prepayment charge.  The Note Holder will use all of my
          prepayments to reduce the amount of principal that I owe under
          this Note.  If I make a partial prepayment, there will be no
          changes in the due date of my monthly payment unless the Note
          Holder agrees in writing to those changes.  My partial prepayment
          may reduce the amount of my monthly payments after the first
          Change Date following my partial prepayment.  However, any
          reduction due to my partial prepayment may be offset by an
          interest rate increase.

          6.  LOAN CHARGES

               If a law, which applies to this loan and which sets maximum
          loan charges, is finally interpreted so that the interest or
          other loan charges collected or to be collected in connection
          with this loan exceed the permitted limits, then: (i) any such
          loan charge shall be reduced by the amount necessary to reduce
          the charge to the permitted limit; and (ii) any sums already
          collected from me which exceeded permitted limits will be
          refunded to me.  The Note Holder may choose to make this refund
          by reducing the principal I owe under this Note or by making a
          direct payment to me.  If a refund reduces principal, the
          reduction will be treated as a partial prepayment.


          7.  BORROWER'S FAILURE TO PAY AS REQUIRED

               (A) Late Charge for Overdue Payments

               If the Note Holder has not received the full amount of any
          monthly payment by the end of  15 calendar days after the date it
          is due, I will pay a late charge to the Note Holder.  The amount
          of the charge will be  2.00% of my overdue payment of principal
          and interest.  I will pay this late charge promptly but only once
          on each late payment.
            
               (B) Default

               If I do not pay the full amount of each monthly payment on
          the date it is due, I will be in default.

               (C) Notice of Default

               If I am in default, the Note Holder may send me a written
          notice telling me that if I do not pay the overdue amount by a
          certain date, the Note Holder may require me to pay immediately
          the full amount of principal which has not been paid and all of
          the interest that I owe on that amount.  That date must be at
          least 30 days after the date on which the notice is delivered or
          mailed to me.

               (D) No Waiver By Note Holder

               Even if, at a time which I am in default, the Note Holder
          does not require me to pay immediately in full as described
          above, the Note Holder will still have the right to do so if I am
          in default at a later time.

               (E) Payment of Note Holder's Costs and Expenses

               If the Note Holder has required me to pay immediately in
          full as described above, the Note Holder will have the right to
          be paid back by me for all its costs and expenses in enforcing
          this Note to the extent not prohibited by applicable law.  Those
          expenses include, for example, reasonable attorneys' fees.

          8.  GIVING OF NOTICES

               Unless applicable law requires a different method, any
          notice that must be given to me under this Note will be given by
          delivering it or by mailing it by first class mail to me at the
          Property Address above or at a different address if I give the
          Note Holder a notice of my different address.

               Any notice that must be given to the Note Holder under this
          Note will be given by mailing it by first class mail to the Note
          Holder at the address stated in Section 3(A) above or at a
          different address if I am given a notice of that different
          address.

          9.  OBLIGATIONS OF PERSONS UNDER THIS NOTE

               If more than one person signs this Note, each person is
          fully and personally obligated to keep all of the promises made
          in this Note, including the promise to pay the full amount owed. 
          Any person who is a guarantor, surety or endorser of this Note is
          also obligated to do these things.  Any person who takes over
          these obligations, including the obligations of a guarantor,
          surety or endorser of this Note, is also obligated to keep all of
          the promises made in this Note.  The Note Holder may enforce its
          right under this Note against each person individually or against
          all of us together.  This means that any one of us may be
          required to pay all of the amounts owed under this Note.

          10.  WAIVERS

               I and any other person who has obligations under this Note
          waive the rights of presentment and notice of dishonor. 
          "Presentment" means the right to require the Note Holder to
          demand payment of amounts due.  "Notice of dishonor" means the
          right to require the Note Holder to give notice to other persons
          that amounts due have not been paid.

          11.  UNIFORM SECURED NOTE

               This Note is a uniform instrument with limited variations in
          some jurisdictions.  In addition to the protections given to the
          Note Holder under this Note, a Mortgage, Deed of Trust or
          Security Deed (the "Security Instrument"), dated the same date as
          this Note, protects the Note Holder from possible losses which
          might result if I do not keep the promises which I make in this
          Note.  That Security Instrument describes how and under what
          conditions I may be required to make immediate payment in full of
          all amounts I owe under this Note.  Some of those conditions are
          described as follows:

               Transfer of the Property or a Beneficial Interest in
          Borrower. If all or any part of the Property or any interest in
          it is sold or transferred (or if a beneficial interest in
          Borrower is sold or transferred and Borrower is not a natural
          person) without Lender's prior written consent, Lender may, at
          its option, require immediate payment in full of all sums secured
          by this Security Instrument.  However, this option shall not be
          exercised by Lender if exercise is prohibited by federal law as
          of the date of this Security Instrument.  Lender also shall not
          exercise this option if:(a) Borrower causes to be submitted to
          Lender information required by Lender to evaluate the intended
          transferee as if a new loan were being made to the transferee;
          and (b) Lender reasonably determines that Lender's security will
          not be impaired by the loan assumption and that the risk of a
          breach of any covenant or agreement in this Security Instrument
          is acceptable to Lender.

               To the extent permitted by applicable law, Lender may charge
          a reasonable fee as a condition to Lender's consent to the loan
          assumption.  Lender may also require the transferee to sign an
          assumption agreement that is acceptable to Lender and that
          obligates the transferee to keep all the promises and agreements
          made in the Note and in this Security Instrument.  Borrower will
          continue to be obligate under this Note and this Security
          Instrument unless Lender releases Borrower in writing.

               If Lender exercises the option to require immediate payment
          in full, Lender shall give Borrower notice of acceleration.  The
          notice shall provide a period of not less than 30 days from the
          date the notice is delivered or mailed within which Borrower must
          pay all sums secured by this Security Instrument.  If Borrower
          fails to pay these sums prior to the expiration of this period,
          Lender may invoke any remedies permitted by this Security
          Instrument without further notice or demand on Borrower.

               WITNESS THE HAND(S) AND SEAL(S) OF THE UNDERSIGNED.


                                          s/ Stacy C. Campbell   (Seal)
                                        _________________________
                                             STACY C. CAMPBELL -Borrower


                                           s/ Judith A. Campbell (Seal)
                                        _________________________
                                             JUDITH A. CAMPBELL -Borrower
          <PAGE>
                           ADDENDUM TO ADJUSTABLE RATE NOTE
                       (FIXED INTEREST RATE CONVERSION OPTION)

               This Addendum is made this 30th day of May, 1997, and is
          incorporated into, amends and modifies the Adjustable Rate Note
          (the "Note") by the undersigned (the "Borrower") to FIRST
          NATIONAL BANK OF ROCHESTER (the "Lender") and dated the same date
          as this Addendum.

          A.   INTEREST

               The last sentence of Section 2 of the Note is deleted, and
          the following sentence is added in its place:

               The interest rate required by this Section 2 and either
          Section 4 of the Note or Section B of this Addendum and the
          Addendum to the Adjustable Rate Rider is the interest rate I will
          pay both before and after any default described in Section 7(b)
          of this Note.

          B.   FIXED INTEREST RATE CONVERSION OPTION

               1.  Option to Convert to Fixed Rate

               I have a "conversion Option" which I can exercise unless I
          am in default or the terms of this Section B will not permit me
          to do so.  The Conversion Option is my option to convert the
          interest rate I am required to pay by this Note from an
          adjustable rate with interest rate limits to the fixed rate
          calculated under Section 3 below.

               Upon my notification to the Lender that I want to convert my
          interest rate, I have exercised My Conversion Option.  The date
          of my notification is the "Election Date".  I may exercise the
          Conversion Option only once and only during the period beginning
          with my thirteenth (13th) full monthly payment of principal and
          interest and ending on the fifth (5th) anniversary of the date of
          Note ("Conversion Period").

               2.  Conditions of Conversion Option

               The Lender may approve the Conversion if the following
          conditions are met:  (i) I must exercise my Conversion Option by
          notifying the Lender of my desire to convert; (ii) I may not have
          been in default at any time in the 12 months preceding the
          Election Date; (iii) on the Conversion Date, I must not be in
          default under the Note or the Security Instrument; (iv)  by a
          date specified by the Lender, I must pay the Lender a conversion
          fee of U.S. $250.00; (v) I must sign and postmark for return to
          the Lender, all documents the Lender requires in order to process
          the conversion request, within (10) calendar days of the date on
          which the Lender sent me the Conversion Package containing all
          such documents; (vi) I must qualify for the outstanding principal
          balance owed to the Lender based upon the Lender's then existing
          policy and underwriting standards for converted fixed rate loans;
          and (vii) the property must be occupied by me as my primary or
          secondary residence as a legal 1-4 family residence.

               3.  Calculation of Fixed Rate

               The Conversion Rate shall be equal to the Federal National
          Mortgage Association's required net yield as of the Election Date
          for:

               (a)  (If the original term of the Note is greater than 15
          years), 30-year fixed rate mortgages covered by applicable 60-day
          mandatory delivery commitments, plus either five eights of one
          percent (.625%) or, plus one percent (1%) if the original
          principal balance of the Note exceeds conforming balance limits
          as defined by FNMA at the time of conversion.
                                          or

               (b)  (If the original term of the Note is 15 years or less),
          15-year fixed rate mortgages covered by applicable 60-day
          mandatory delivery commitments, plus either five-eights of one
          percent (.625%) or, plus one percent (1%) if the original
          principal balance of the Note exceeds conforming balance limits
          as defined by FNMA at the time of conversion.

               The Lender will then round the result of this addition to
          the nearest one eighth of one percentage point (0.125%) if this
          required net yield cannot be determined because the applicable
          commitments are not available, the Lender will determine my
          Conversion Rate by using comparable information.  In no event
          will the Conversion Rate exceed the Maximum Rate stated in
          Section 4(D) of the Note.

               To notify Lender of my desire to convert my interest rate
          (exercise my Option to Convert) or to obtain information relative
          to the effective interest rate(s) for converted fixed rate loans,
          I must call the Lender at the following telephone number(s): 325-
          6297 (within Rochester, NY), 1-800-824-5018 (all other areas
          within NY State), or 1-800-843-8434 (outside of NY State).

               4.  Lien Priority

               Even if I have satisfied all of the conditions described in
          Subsections 1,2 and 3 above, the Lender must receive such title
          insurance that the Lender deems to be necessary to insure the
          continued first priority lien status of the Security Instrument
          after the Conversion Rate becomes effective.  Satisfactory title
          insurance may be available only if I pay all amount(s) that may
          be secured by a lien or encumbrance on the mortgaged property
          that arose after the date of the Note.

               5.  New Payment Amount and Effective Date

               If I exercise my Option to Convert, the Lender will
          determine the amount of the monthly principal and interest
          payment that would be sufficient to repay the unpaid principal
          balance that I am expected to owe on the Conversion Date in full
          on the maturity date at the Conversion Rate in substantially
          equal monthly payments.  The result of this calculation will be
          the new amount of my monthly principal and interest payment.  The
          "Conversion Date" shall be the effective date of the Conversion
          Rate and will be set forth in the modification agreement that the
          Lender and I will execute.  The Conversion Date will no later
          than the first day of the third month following the Election
          Date.

          C.   TRANSFER OF THE PROPERTY OR A BENEFICIAL INTEREST IN
          BORROWER

               Paragraph 11 of the Note is deleted and the following is
          inserted in its place:

               11.  Uniform Secured Note.  This Note is a uniform
          instrument with limited variation in some jurisdictions.  In
          addition to the protections given to the Note Holder under this
          Note, a Mortgage, Deed of Trust or Security Deed (the "Security
          Instrument") dated the same date of this Note, protects the Note
          Holder from possible losses which might result if I do not keep
          the promises which I make in this Note.  That Security Instrument
          describes how and under what conditions I may be required to make
          immediate payment in full of all amounts I owe under this Note. 
          Some of those conditions are described as follows:

               (a)  Unless my interest rate is converted pursuant to the
          condition stated in Section B of the Addendum of the Note,
          Uniform Covenant 17 of the Security Instrument is described as
          follows:

               Transfer of the Property or a Beneficial Interest in
          Borrower.  If all or any part of the property or any interest in
          it is sold or transferred (or if a beneficial interest in
          Borrower is sold or transferred and Borrower is not a natural
          person) without Lender's prior written consent, Lender may, at
          its option, require immediate payment in full of all sums secured
          by this Security Instrument.  However, this option shall not be
          exercised by Lender if exercise is prohibited by federal law as
          of the date of this Security Instrument.  Lender also shall not
          exercise this option if:  (a) Borrower causes to be submitted to
          Lender information required by Lender to evaluate the intended
          transferee as if a new loan were being made to the transferee;
          and (b) Lender reasonable determines that Lenders security will
          not be impaired by the loan assumption and that the risk of a
          breach of any covenant or agreement in this Security Instrument
          is acceptable to Lender.

               To the extent permitted by applicable law, Lender may charge
          a reasonable feet as a condition to Lenders consent to the loan
          assumption.  Lender may also require the transferee to sign an
          assumption agreement that is acceptable to Lender and that
          obligates the transferee to keep all promises and agreements made
          in the Note and in this Security Instrument.  Borrower will
          continue to be obligated under the Note and this Security
          Instrument unless Lender release Borrower in writing.

               If Lender exercises the option to require immediate payment
          in full, Lender shall give Borrower notice of acceleration.  The
          notice shall provide a period of not less than 30 days from the
          date the notice is delivered or mailed within which Borrower must
          pay all sums secured by this Security Instrument without further
          notice or demand on Borrower.

               (b)  If the interest rate I am required to pay under this
          Note is converted to a fixed rate of interest pursuant to the
          terms and conditions stated in Section B in the Addendum to the
          Note, Uniform Covenant 17 of the Security Instrument described in
          Section (11a) above, shall then cease to be in effect and Uniform
          Covenant 17 of the Security Instrument shall instead be described
          as follows:

               Transfer of the Property or a Beneficial Interest in
          Borrower, if all or any part of the Property or any interest in
          it is sold or transferred (or if a beneficial interest in
          Borrower is sold or transferred and Borrower is not a natural
          person) without Lender's prior written consent, Lender may, at
          its option, require immediate payment in full of all sums secured
          by this Security Instrument.  However, this option shall not be
          exercised by Lender if exercise is prohibited by federal law as
          of the date of this Security Instrument.

               If Lender exercises this option Lender shall give Borrower
          notice of acceleration.  This Notice shall provide a period of
          not less than 30 days from the date the notice is delivered or
          mailed within which Borrower must pay all sums secured by this
          Security Instrument.  If Borrower fails to pay these sums prior
          to the expiration of this period, Lender may invoke any remedies
          permitted by this Security Instrument without further notice or
          demand on Borrower.

               By SIGNING BELOW, Borrower accepts and agrees to the terms
          and covenants contained in this Addendum to the Note.


                                           s/ Stacy C. Campbell
                                        _______________________
                                             STACY C. CAMPBELL Borrower

                                           s/ Judith A. Campbell
                                        ________________________
                                             JUDITH A. CAMPBELL Borrower

          3232\3233  Note Add.  3-92
          <PAGE>
          PLEASE RECORD & RETURN TO:
          FIRST NATIONAL BANK OF ROCHESTER
          35 State Street
          Rochester, New York  14614
               Attn:  Pat Falkoff


          ---------(Space Above This Line For Recording Data)--------------


                                       MORTGAGE

          WORDS USED OFTEN IN THIS DOCUMENT
          (A)  "Security Instrument".  This document, which is dated May
          30, 1997, will be called the "Security Instrument".


          (B)  "Borrower".         STACY C. CAMPBELL and JUDITH A. CAMPBELL

          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 May 30, 1997,
          will be called the "Note."  The Note shows that I owe Lender ONE
          HUNDRED SIXTY-SIX THOUSAND TWO HUNDRED FIFTY and 00/100 Dollars   
          (U.S. $166,250.00) plus interest.  I have promised to pay this
          debt in monthly payments and to pay the debt in full by June 1,
          2027.

          (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 this 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     form 3033 10/91
          Item 1930 (9111)
                         DESCRIPTION OF PROPERTY

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

          (A)  The Property which is located at   604 Beach Avenue
                                             [Street]
          Rochester, New York 14612            This property is in
            [City]            [Zip Code]

          MONROE    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 subparagraph (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.

          BORROWERS' 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 not 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 Obligation
          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 required 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 (iv) below, which are called "Escrow Items":

          (i) The estimated yearly taxes, assessments, water frontage
          charges and other similar charges, and 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 Obligation

          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 making a yearly analysis of my payments of Funds
          or fore 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 then 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 owned 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 obligation; or (B) in good faith, I
          argue or defend against the superior lien in a lawsuit so 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 renewals 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 damages
          Property unless: (A) if is not economically feasible to make the
          repairs or to 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 10 days,
          a 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 3-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
          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 OBLIGATION 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 do 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 set forth
          above if extenuating circumstances exist which are beyond by
          control.

          (B) Borrower's Obligations to Maintain and Protect the Property]
          I will keep the Property in 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 ruling 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 Obligation 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 an
          legal proceeding that m  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 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 mortgage coverage is not available,
          Lender will establish a "loss reserve" as a substitute for the
          mortgage insurance coverage.  I will pay to Lender each month an
          amount equal to one-twelfth of the yearly mortgage insurance
          premium (as of the time the coverage lapsed or ceased to be in
          effect).  Lender will retain these payments, and will use these
          payments to pay for losses that the mortgage insurance would have
          covered.  Lender may choose to no longer require loss reserve
          payments, if mortgage insurance coverage again becomes available
          and is obtained.  The mortgage insurance coverage must be in the
          amount and for the period of time required by Lender.  The Lender
          must approve the insurance company providing coverage.

          I will pay the mortgage insurance premiums, or the loss reserve
          payments, until the requirement for mortgage insurance ends
          according to my written agreement with Lender or according to
          law.  Lender may require me to pay the premiums, or the loss
          reserve payments, in the manner described in Paragraph 2 above.

          9.  LENDER'S RIGHT TO INSPECT THE PROPERTY
          Lender, and others authorized by Lender, may enter on and inspect
          the Property.  They must do so in a reasonable manner and at
          reasonable times.  Before or at the time an inspection is made,
          Lender must give me notice stating a reasonable purpose for the
          inspection.

          10.  AGREEMENTS ABOUT CONDEMNATION OF THE PROPERTY
          A taking of property by any governmental authority by eminent
          domain is known as "condemnation".  I give to Lender my right:
          (A) to proceeds of all awards or claims for damages resulting
          from condemnation or other governmental taking of the Property;
          and (B) to proceeds from a sale of the Property that is made to
          avoid condemnation.  All of those proceeds will be paid to
          Lender.

          If all of the Property is taken, the proceeds will be used to
          reduce the Sums Secured.  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.

          Unless Lender and I agree otherwise in writing, if only a part of
          the Property is taken, and the fair market value of the Property
          immediately before the taking either is equal to, or greater
          than, the amount of the Sums Secured immediately before the
          taking, the amount that I owe the Lender will be reduced only by
          the amount of proceeds multiplied by a fraction;  That fraction
          is as follows:  (A) the total amount of the Sums Secured 
          immediately before the taking, divided by (B) the fair market
          value of the Property immediately before the taking.  The
          remainder of the proceeds will be paid to me.

          Unless Lender and I agree otherwise in writing or unless the law
          requires otherwise, if only a part of teh Property is taken, and
          the fair market value of the Property immediately before the
          taking is less than the amount of teh Sums Secured immediately
          before the taking, the proceeds will be used to reduce the Sums
          Secured.

          If I abandon the Property, or is I do not answer, within 30 days,
          a notice from Lender stating that a governmental authority has
          offered to make a payment or to settle a claim for damages,
          Lender has the authority to collect the proceeds.  Lender may
          then use the proceeds to repair or restore the Property or to
          reduce 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.

          11. CONTINUATION OF BORROWER'S OBLIGATION AND OF LENDER'S RIGHTS
          (A) Borrower's Obligation
          Lender may allow a person who takes over my rights and
          obligations to delay or to change the amount of the monthly
          payments of principal and interest due under the Note or under
          this Security Instrument.  Even if Lender does this, however,
          that person and I will both still be fully obligated under the
          Note and under this Security Instrument.

          Lender may allow those delays or changes for a person who takes
          over my rights and obligations, even if Lender is required not to
          do so.  Lender will not be required to bring a lawsuit against
          such a person for not fulfilling obligations under teh Note or
          under this Security Instrument, even if Lender is requested to do
          so.

          (B) Lender's Rights
          Even if Lender does not exercise or enforce any right of Lender
          under this Security Instrument or under the law, Lender will
          still have all those rights and may exercise and enforce them in
          the future.  Even if Lender obtains insurance, pays taxes, or
          pays other claims, charges or liens against the Property, Lender
          will have the right under Paragraph 21 below to demand that I
          make immediate payment in full of the amount that I owe to Lender
          under the Note and under this Security Instrument.

          12.  OBLIGATIONS OF BORROWER AND OF PERSONS TAKING OVER
          BORROWER'S RIGHTS OR OBLIGATIONS
          Any person who takes over my rights or obligations under this
          Security Instrument will have all of my rights and will be
          obligated to keep all of my promises and agreements made in this
          Security Instrument.  Similarly, any person who takes over
          Lender's rights or obligations under this Security Instrument
          will have all of Lender's rights and will be obligated to keep
          all of Lender's agreements made in this Security Instrument.

          If more than one person signs this Security Instrument as
          Borrower, each of us is fully obligated to keep all of Borrower's
          promises and obligations contained in this Security Instrument.  
          Lender may enforce Lender's rights under this Security Instrument
          against each of us individually or against all of us together. 
          This means that any one of us may be required to pay all of the
          Sums Secured.  However, if one of us does not sign the Note: (A)
          that person is signing this Security Instrument only to give that
          person's rights in the Property to Lender under the terms of this
          Security Instrument; and (B) that person is not personally
          obligated to pay the Sums Secured; and (C) that person agrees
          that Lender may agree with the other Borrowers to delay enforcing
          any of Lender's rights or to modify or make any accommodations
          with regard to the terms of this Security Instrument or the Note
          without the person's consent.

          13.  LOAN CHARGES
          If the loan secured by this Security Instrument is subject to a
          law which sets maximum loan charges, and that law is finally
          interpreted so that the interest or other loan charges collected
          or to be collected in connection with the loan exceed permitted
          limits: (A) any such loan charge shall be reduced by the amount
          necessary to reduce the charge to the permitted limit; and (B)
          any sums already collected from Borrower which exceeded permitted
          limits will be refunded to Borrower.  Lender may choose to make
          this refund by reducing the principal owned under the Note or by
          making a direct payment to Borrower.  If a refund reduces
          principal, the reduction will be treated as a partial prepayment
          without any prepayment charge under the Note.

          14.  NOTICES REQUIRED UNDER THIS SECURITY INSTRUMENT
          Any notice that must be given tome under this Security Instrument
          will be given by delivering it or by mailing it by first class
          mail unless applicable law requires use of another method.  The
          notice will be addressed to me at the address stated in the
          section above titled "Description of Property".  A notice will be
          given to me at a different address if I give Lender a notice of
          my different address.  Any notice that must be given to Lender
          under this Security Instrument will be given by mailing it to
          Lender's address stated in subparagraph (C) of the section above
          titled "Words Used Often In This Document".  A notice will be
          mailed to Lender at a different address if Lender gives me a
          notice of a different address.  A notice required by this
          Security Instrument is given when it is mailed or when it is
          delivered according to the requirements of this Paragraph 14 or
          of applicable law.

          15.  LAW THAT GOVERNS THIS SECURITY INSTRUMENT
          This Security Instrument is governed by federal law and the law
          that applies in the place where the Property is located.  If any
          terms of this Security Instrument or of the Note conflicts with
          the law, all other terms of this Security Instrument and of the
          Note will still remain in effect if they can be given effect
          without the conflicting term.  This means that any terms of this
          Security Instrument and of the Note which conflicts with the law
          can be separated from the remaining terms, and the remaining
          terms will still be enforced.

          16.  BORROWER'S COPY
          I will be given one conformed copy of the Note and of this
          Security Instrument.

          17.  AGREEMENTS ABOUT LENDER'S RIGHTS IF THE PROPERTY IS SOLD OR
          TRANSFERRED
          Lender may require immediate payment in full of all Sums Secured
          by this Security Instrument if all or any  part of the Property,
          or if any right in the Property, is sold or transferred without
          Lender's prior written permission.  Lender also may require
          immediate payment in full if a beneficial interest in Borrower is
          sold or transferred and Borrower is not a natural person. 
          However, Lender shall not require immediate payment in full if
          this is prohibited by federal law on the date of this Security
          Instrument.

          If Lender requires immediate payment in full under this Paragraph
          17, Lender will give me a notice which states this requirement. 
          The notice will give me at least 30 days to make the required
          payment during that period, Lender may act to enforce its rights
          under this Security Instrument without giving me any further
          notice or demand for payment.

          18.  BORROWER'S RIGHT TO HAVE LENDER'S ENFORCEMENT OF THIS
          SECURITY INSTRUMENT DISCONTINUED
          Even if Lender has required immediate payment in full, I may have
          the right to have enforcement of this Security Instrument
          discontinued.  I will have this right at any time before sale of
          the Property under any power of sale granted by this Security
          Instrument or any time before a judgment has been entered
          enforcing this Security Instrument if I meet the following
          conditions:
          (A) I pay to Lender the full amount that then would be due under
          this Security Instrument and the Note as if immediate payment is
          full had never been required; and
          (B) I correct my failure to keep any of other promises or
          agreements made in this Security Instrument; and
          (C) I pay all of Lender's reasonable expenses in enforcing this
          Security Instrument including, for example, reasonable
          attorneys's fees; and
          (D) I do whatever Lender reasonably requires to assure that
          Lender's rights in the Property, Lender's rights under this
          Security Instrument, and my obligations under the Note and under
          this Security Instrument continue unchanged.

          If I fulfill all of the conditions of this Paragraph 18, then the
          Note and this Security Instrument will remain in full effect as
          if immediate payment in full had never been required.  However, I
          will not have the right to have Lender's enforcement of this
          Security Instrument discontinued if Lender has required immediate
          payment in full under paragraph 17 above.

          19.  NOTE HOLDER'S RIGHT TO SELL THE NOTE OR AN INTEREST IN THE
          NOTE; BORROWER'S RIGHT TO NOTICE OF CHANGE OF LOAN SERVICER
          The Note, or an interest in the Note, together with this Security
          Instrument, may be sold one or more times.  I may not receive any
          prior notices of these sales.

          The entity that collects my monthly payments due under the Note
          and this Security Instrument is called the "Loan Servicer". 
          There may be a change of the Loan Servicer as a result of the
          sale of the Note; there also may be one or more changes of the
          Loan Servicer unrelated to a sale of the Note.  The law requires
          that I be  given written notice of any change of the Loan
          Servicer.  The written notice must be given in the manner
          required under Paragraph 14 above and under applicable law.  The
          notice will state the name and address of the new Loan Servicer,
          and also tell me the address to which I should make my payments. 
          The notice also will contain any other information required by
          the law.

          20.  CONTINUATION OF BORROWER'S OBLIGATIONS TO MAINTAIN AND
          PROTECT THE PROPERTY
          The federal laws and the laws of the jurisdiction where the
          Property is located that relate to health, safety or
          environmental protection are called "Environmental Laws".  I will
          not do anything affecting the Property that violates
          Environmental Laws, and I will not allow anyone else to do so. 
          Environmental Laws classify certain substances as toxic or
          hazardous.  There are other substances that are considered
          hazardous for purposes of this Paragraph 20.  These are gasoline,
          kerosene, other flammable or toxic petroleum products, toxic
          pesticides and herbicides, volatile solvents, materials
          containing asbestos or formaldehyde, and radioactive materials. 

          The substances defined as toxic or hazardous by Environmental
          Laws and the substances considered hazardous for purposes of this
          Paragraph 20 are called "Hazardous Substances".

          I will not permit Hazardous Substances to be present on the
          Property.  I will not use or store Hazardous Substances on the
          Property, and I will not allow anyone else to do so.  I also will
          not dispose of Hazardous Substances on the Property, or release
          any Hazardous Substance on the Property, and I will not allow
          anyone else to do so.  However, I may permit the presence on the
          Property of small quantities of Hazardous Substances that are
          generally recognized as appropriate for normal residential use
          and maintenance of the Property, and I may use or store these
          small quantities on the Property.  In addition, unless law
          requires removal or other action. the buildings, the improvements
          and the fixtures on the Property are permitted to contain
          asbestos and asbestos-containing materials if the asbestos and
          asbestos-containing materials are undisturbed and "non-friable"
          (that is, not easily crumbled by hand pressure).

          If I know of any investigation, claim, demand, lawsuit or other
          action by the government or by a private party involving in the
          Property and any Hazardous Substance or Environmental Laws, I
          will promptly notify the Lender in writing.  If the government
          notifies me (or I otherwise learn) that it is necessary to remove
          a Hazardous Substance affecting the Property or to take other
          remedial actions, I will promptly take all necessary remedial
          actions as required by Environmental Laws.

          21.  LENDER'S RIGHTS IF BORROWER FAILS TO KEEP PROMISES AND
          AGREEMENTS
          Except as provided in Paragraph 17 above, if all of the
          conditions stated in subparagraphs (A), (B) and (C) of the
          Paragraph 21 are met, Lender may require that I pay immediately
          the entire amount remaining unpaid under the Note and under this
          Security Instrument.  Lender may do this without making any
          further demand for payment.  This requirement is called
          "immediate payment in full".

          If Lender requires immediate payment in full, Lender may bring a
          lawsuit to take away all of my remaining rights in the Property
          and have the Property sold.  At this sale Lender or another
          person may acquire the Property.  This is known as "foreclosure
          and sale".  In any lawsuit for foreclosure and sale, Lender will
          have the right to collect all costs and disbursements and
          additional allowances allowed by law and will have the right to
          add all reasonable attorneys' fees to the amount I owe Lender,
          which fees shall become part of the Sums Secured.

          Lender may require immediate payment in full under this Paragraph
          21 only if all of the following conditions are met:

          (A) I fail to keep any promise or agreement made in this Security
          Instrument, including the promise to pay when due the Sums
          Secured.

          (B)  Lender sends to me, in the manner described in Paragraph 14
          above, a notice that states:
          (i)  The promise or agreement that I failed to keep;
          (ii) The action that I must take to correct that default;
          (iii) The date by which I must correct the default.  That date
          must be at least 30 days from the date on which the notice is
          given;
          (iv) That if I do not correct the default by the date stated in
          the notice, Lender may require immediate payment in full, and
          Lender or another person may acquire the Property by means of
          foreclosure and sale;
          (v) That if I meet the conditions stated in Paragraph 18 above, I
          will have the right to have Lender's enforcement of this Security
          Instrument discontinued and to have the Note and Security
          Instrument remain fully effective as if immediate payment in full
          had never been required; and
           (vi) That I have the right in any lawsuit for foreclosure and
          sale to argue that I did keep my promises and agreements under
          the Note and under this Security Instrument, and to present any
          other defense that I may have.

          (C) I do not correct the default stated in the notice from Lender
          by the date stated in that notice.

          22.  LENDER'S OBLIGATION TO DISCHARGE THIS SECURITY INSTRUMENT
          When Lender has been paid all amounts due under the Note and
          Under this Security Instrument, Lender will discharge this
          Security Instrument by delivering a certificate stating that this
          Security Instrument has been satisfied.  I will not be required
          to pay Lender for the discharge, but I will pay all costs of
          recording the discharge in the proper official records.

          23.  AGREEMENTS ABOUT NEW YORK LIEN LAW
          I will receive all amounts lent to me by Lender subject to the
          trust fund provisions of Section 13 of the New York Lien Law. 
          This means that if, on the date this Security Instrument is
          recorded, construction or other work on any buildings or other
          improvements located on the Property has not been completed for
          at least four months, I will: (A) hold all amounts which I
          receive and which I have a right to receive from Lender under the
          Note as a "trust fund"; and (B) use those amounts to pay for that
          construction or work before I use them for any other purpose. 
          The fact that I am holding those amounts as a "trust fund" means
          that for any building or other improvement located on the
          Property I have a special responsibility under the law to use the
          amount in the manner described in this Paragraph 23.

          24.  RIDERS TO THIS SECURITY INSTRUMENT
          If one or more riders are signed by Borrower and recorded
          together with this Security Instrument, the promises and
          agreements of each rider are incorporated as a part of this
          Security Instrument.  [Check applicable box(es)]

          X_Adjustable Rate Rider       __Condominium Rider      __1-4
          Family Rider

          __Graduated Payment Rider     __Planned Unit Development Rider 
          __Biweekly Payment Rider

          __Balloon Rider               __Rate Improvement Rider __Second
          Home Rider

          X Other(s)  [Specify}         __VA Rider          X Due-on-
          Transfer       X Mortgage Rider
          Schedule "A"

               BY SIGNING BELOW, I accept and agree to the promises and
          agreements contained in pages 1 through 12 of this Security
          Instrument and in any rider(s) signed by me and recorded with it.

                                    s/ Stacy C. Campbell  (Seal)
                                    ____________________
                                    STACY A. CAMPBELL  Borrower


                                    s/ Judith A. Campbell (Seal)
                                    _____________________
                                    JUDITH A. CAMPBELL Borrower

                                    __________________________(Seal)
                                                  Borrower


                                    __________________________(Seal)
                                                  Borrower

          <PAGE>
                                DUE ON TRANSFER RIDER


               This rider,  is dated  May 30, 1997,  and is  a part  of and
          changes the Mortgage of same date which I have given to secure my
          Note  of  this  date  (the  "Note") to  FIRST  NATIONAL  BANK  OF
          ROCHESTER  (the  "Lender").   The  Mortgage  covers  the property
          described in the Mortgage and located at:

                     604 BEACH AVENUE, ROCHESTER, NEW YORK 14612
                                      (Address)


          NOTICE:   This  Rider adds a  provision to the  Mortgage allowing
          the Lender to require repayment of the Note in full upon the sale
          or transfer of the property.

          AMENDED PROMISE.

          Lender and I  agree that Uniform  Promise 17  of the Mortgage  is
          changed to read as follows:

          17.  AGREEMENTS ABOUT LENDER'S  RIGHTS IF THE PROPERTY IS SOLD OR
          TRANSFERRED. 

          Lender may require  Immediate Payment in Full, as  that phrase is
          defined  in Paragraph  18  below,  if  all or  any  part  of  the
          Property, or if any right in the property, is sold or transferred
          without  Lender's  prior  written permission.    Lender  also may
          require Immediate  Payment in Full  is a  beneficial interest  in
          Borrower is  sold or  transferred and Borrower  is not  a natural
          person.  However,  Lender shall not require Payment in Full if it
          is not authorized by Federal Law to do so.

          If Lender chooses to require immediate Payment in Full under this
          Paragraph  17,  Lender will  send  me  a  notice, in  the  manner
          described in Paragraph  14 above, which states  this requirement.
          The notice will  give me at  least 30 days  to make the  required
          payment.   The  30 day grace  period will  begin on the  date the
          notice is  mailed or  delivered.  If  I do  not make  the payment
          during  that period, Lender may  bring a lawsuit for "foreclosure
          and sale" under Paragraph 19  below without giving me any further
          notice or demand for payment.

          I will  continue to  be responsible  for all of  my promises  and
          agreements under the Note and Mortgage even if I sell or transfer
          the Property  to someone else,  unless the Lender releases  me in
          writing from my promises and agreements.

               By signing this Rider, I agree to all of the above.


                                                    s/ Stacy C. Campbell
                                                  ______________________
                                                  STACY C. CAMPBELL

                                                    s/ Judith A. Campbell
                                                  ______________________
                                                  JUDITH A. CAMPBELL


          DUE-ON-TRANSFER RIDER -  New York - 1-4 Family  - 3/83 FNMA/FHLMC
          Plain Language
          <PAGE>
                                ADJUSTABLE RATE RIDER
                          (3 Year Treasury Index-Rate Caps)

               THIS ADJUSTABLE  RATE RIDER  is made this  30th day  of May,
          1997, and is incorporated into and  shall be deemed to amend  and
          supplement the  Mortgage, Deed  of Trust  or  Security Deed  (the
          "Security Instrument") of the same  date given by the undersigned
          (the "Borrower") to  secure Borrower's Adjustable Rate  Note (the
          "Note") to First National Bank of Rochester (the "Lender") of the
          same date  and covering  the property described  in the  Security
          Instrument and located at:

                     604 BEACH AVENUE, ROCHESTER, NEW YORK 14612
                                  (Property Address)

               THE NOTE  CONTAINS PROVISIONS  ALLOWING FOR  CHANGES IN  THE
          INTEREST  RATE AND  THE MONTHLY  PAYMENT.   THE  NOTE LIMITS  THE
          AMOUNT THE  BORROWER'S INTEREST RATE  CAN CHANGE AT ANY  ONE TIME
          AND THE MAXIMUM RATE THE BORROWER'S MUST PAY.

               ADDITIONAL  COVENANTS.   In addition  to  the covenants  and
          agreements made in  the Security Instrument, Borrower  and Lender
          further covenant and agree as follows:

          A.   INTEREST RATE AND MONTHLY PAYMENT CHANGES

               The Note  provides for an  initial interest rate  of 6.875%.
          The  Note provides  for  changes  in the  interest  rate and  the
          monthly payments, as follows:

          4.   INTEREST RATE AND MONTHLY PAYMENT CHANGES
               (A)  Change Dates

               The interest rate I will pay may change on the first  day of
          JUNE,  2000, and on  that day every 36th  month thereafter.  Each
          date on  which my interest rate could  change is called a "Change
          Date."

               (B)  The Index

               Beginning with the first Change Date, my interest rate  will
          be based on an Index.  The "Index" is the weekly average yield on
          United States Treasury securities adjusted to a constant maturity
          of 3  years, as made  availability by the Federal  Reserve Board.
          The most  recent Index figure  available as  of the date  45 days
          before each Change Date is called the "Current Index".

               If the  Index is no  longer available, the Note  Holder will
          choose  a new index  that is  based upon  comparable information.
          The Note Holder will give me notice of this choice.

               (C)  Calculation of Changes

               Before  each Change Date, the Note  Holder will calculate my
          new interest  rate by adding  two and eight hundred  seventy five
          thousandths percentage points (2.875%) to the Current Index.  The
          Note  Holder will then  round the result of  this addition to the
          nearest one-eighth of one percentage point (0.125%).   Subject to
          the limits  stated in  Section 4 (D)  below, this  rounded amount
          will be my new interest rate until the next Change Date.

               The  Note  Holder  will  then determine  the  amount  of the
          monthly payment  that would  be  sufficient to  repay the  unpaid
          principal that I am expected to owe at the Change Date in full on
          the maturity date at my  new interest rate in substantially equal
          payments.  The result of this calculation will be  the new amount
          of my monthly payment.

               (D)  Limits on Interest Rate Changes

               The Interest rate I am  required to pay at the first  Change
          Date  will  not be  greater  than  8.875%  or less  than  4.875%.
          Thereafter, my interest rate will never be increased or decreased
          on  any single  Change Date  by more  than two  percentage points
          (2.0%)  from the  rate of  interest I  have been  paying for  the
          preceding 36 months.  My interest rate will never be greater than
          11.875%.


               (E)  Effective Date of Change

               My new  interest rate will  become effective on  each Change
          Date.   I  will pay  the  new amount  of my  new  monthly payment
          beginning on the first monthly payment date after the change date
          until the amount of my monthly payment changes again.

               (F)  Notice of Changes

               The Note  Holder will deliver or mail to  me a notice of any
          changes in  my interest rate and the amount of my monthly payment
          before the effective date of any change.  The notice will include
          information required by law to be given me and also the title and
          telephone number of a person who will answer  any questions I may
          have regarding the notice.

               B.   TRANSFER  OF THE PROPERTY  OR A BENEFICIAL  INTEREST IN
          BORROWER
                 Uniform  Covenant 17 of the Security Instrument is amended
          to read as follows:
               Transfer  of  the  Property  or  a  Beneficial  Interest  in
          Borrower.  If all or any part  of the Property or any interest in
          it  is  sold or  transferred  (or  if  a beneficial  interest  in
          Borrower is  sold or  transferred and Borrower  is not  a natural
          person)  without Lender's prior  written consent, Lender  may, at
          its option, require immediate payment in full of all sums secured
          by this Security  Instrument.  However, this option  shall not be
          exercised by Lender  if exercise is prohibited by  federal law as
          of the date  of this Security Instrument.  Lender  also shall not
          exercise this option  if: (a) Borrower causes to  be submitted to
          Lender  information required by  Lender to evaluate  the intended
          transferee as if a  new loan were  being made to the  transferee;
          and  (b) Lender reasonably determines that Lender's security will
          not  be impaired by  the loan assumption  and that the  risk of a
          breach  of any covenant or  agreement in this Security Instrument
          is acceptable to Lender.

               To the extent permitted by applicable law, Lender may charge
          a reasonable fee as a  condition to Lender's consent to the  loan
          assumption.   Lender may also  require the transferee to  sign an
          assumption  agreement that  is  acceptable  to  Lender  and  that
          obligates the transferee to keep all the promises and  agreements
          made in  the Note and  in this Security Instrument  unless Lender
          releases Borrower in writing.

               If  Lender exercises the option to require immediate payment
          in full, Lender shall give  Borrower notice of acceleration.  The
          notice shall provide a  period of not less than 30  days from the
          date the notice is delivered or mailed within which Borrower must
          pay all  sums secured by  this Security Instrument.   If Borrower
          fails to  pay these sums prior to  the expiration of this period,
          Lender  may  invoke  any  remedies  permitted  by  this  Security
          Instrument without further notice or demand on Borrower.

               BY  SIGNING BELOW, Borrower accepts and  agrees to the terms
          and covenants contained in this Adjustable Rate Rider.


                                                s/ Stacy C. Campbell (Seal)
                                             __________________________
                                             STACY  C. CAMPBELL   Borrower


                                                s/  Judith A. Campbell (Seal)
                                             ___________________________
                                             JUDITH A. CAMPBELL   Borrower


          MULTISTATE ADJUSTABLE  RATE RIDER  - 3 YEAR  ARM Single  Family -
          Fannie Mae/Freddie Mac
          Form 3114
          <PAGE>
                          ADDENDUM TO ADJUSTABLE RATE RIDER

                       (FIXED INTEREST RATE CONVERSION OPTION)

               This Addendum  is made  this 30th day  of May, 1997,  and is
          incorporated  into, amends and modifies the Adjustable Rate Rider
          (the "Rider") to the  Mortgage, Deed of Trust, or Deed  to Secure
          Debt (the "Security Instrument") each dated the same date as this
          Addendum and given by the undersigned (the "Borrower")  to secure
          Borrower's  Adjustable Rate Note,  as amended by  the Addendum to
          Adjustable Rate  Note to  First National  Bank of Rochester  (the
          "Lender") and dated  the same date as this  Addendum (the "Note")
          covering  the property described  in the Security  Instrument and
          located at:  604 BEACH AVENUE,  ROCHESTER, NEW YORK 14612.   This
          Addendum  shall  supersede  and  control  in  the  event  of  any
          inconsistency between  this Addendum and  the terms of  the Note,
          the Security Instrument and/or the Rider.

               In  accordance  with  Section  B  of  the  Addendum  to  the
          Adjustable Rate  Note,  the  Borrower may  elect  to  change  the
          interest rate and the monthly payment, as follows:

          A.   INTEREST

               The last  sentence of Section 2 of  the Note is deleted, and
          the following sentence is added in its place:

               The  interest rate  required by  this  Section 2  and either
          Section 4  of the  Note or  Section B  of this  Addendum and  the
          Addendum to the Adjustable Rate Rider is the interest rate I will
          pay both before  and after any default described  in Section 7(b)
          of this Note.

          B.   FIXED INTEREST RATE CONVERSION OPTION

               1.  Option to Convert to Fixed Rate

               I have a  "conversion Option" which I can  exercise unless I
          am in default  or the terms of this Section B  will not permit me
          to do  so.   The Conversion Option  is my  option to  convert the
          interest  rate  I  am  required  to  pay  by  this Note  from  an
          adjustable  rate with  interest  rate limits  to  the fixed  rate
          calculated under Section 3 below.

               Upon my notification to the Lender that I want to convert my
          interest rate, I  have exercised My Conversion Option.   The date
          of my notification  is the "Election  Date".  I may  exercise the
          Conversion Option only once and  only during the period beginning
          with my thirteenth (13th) full  monthly payment of principal  and
          interest and ending on the fifth (5th) anniversary of the date of
          Note ("Conversion Period").

               2.  Conditions of Conversion Option

               The  Lender  may  approve the  Conversion  if  the following
          conditions are met:  (i) I  must exercise my Conversion Option by
          notifying the Lender of my desire to convert; (ii) I may not have
          been  in  default at  any  time in  the  12 months  preceding the
          Election Date;  (iii) on the  Conversion Date,  I must not  be in
          default  under the Note  or the Security  Instrument; (iv)   by a
          date specified by the Lender, I must pay the Lender  a conversion
          fee of  U.S. $250.00; (v) I must sign  and postmark for return to
          the Lender, all documents the Lender requires in order to process
          the conversion request, within (10)  calendar days of the date on
          which the  Lender sent me  the Conversion Package  containing all
          such documents; (vi) I must qualify for the outstanding principal
          balance owed to the Lender  based upon the Lender's then existing
          policy and underwriting standards for converted fixed rate loans;
          and (vii) the  property must be occupied  by me as my  primary or
          secondary residence as a legal 1-4 family residence.

               3.  Calculation of Fixed Rate

               The Conversion Rate  shall be equal to  the Federal National
          Mortgage Association's required net yield as of the Election Date
          for:


          3232/3233 Rider Add.  3-92

               (a)  (If  the original term of  the Note is greater  than 15
          years), 30-year fixed rate mortgages covered by applicable 60-day
          mandatory  delivery commitments, plus  either five eights  of one
          percent  (.625%)  or,  plus  one  percent (1%)  if  the  original
          principal balance of  the Note exceeds conforming  balance limits
          as defined by FNMA at the time of conversion.
                                          or

               (b)  (If the original term of the Note is 15 years or less),
          15-year  fixed  rate  mortgages   covered  by  applicable  60-day
          mandatory delivery commitments, plus either five-
          eights of  one percent (.625%) or,  plus one percent (1%)  if the
          original principal balance of the Note exceeds conforming balance
          limits as defined by FNMA at the time of conversion.

               The Lender  will then round  the result of this  addition to
          the nearest one  eighth of one percentage point  (0.125%) if this
          required  net yield cannot  be determined because  the applicable
          commitments  are  not  available, the  Lender  will  determine my
          Conversion  Rate by  using comparable  information.  In  no event
          will  the  Conversion Rate  exceed  the  Maximum Rate  stated  in
          Section 4(D) of the Note.

               To notify  Lender of my  desire to convert my  interest rate
          (exercise my Option to Convert) or to obtain information relative
          to the effective interest rate(s) for converted fixed rate loans,
          I must call the Lender at the following telephone number(s): 325-
          6297  (within  Rochester, NY),  1-800-824-5018  (all  other areas
          within NY State), or 1-800-843-8434 (outside of NY State).

               4.  Lien Priority

               Even if I have satisfied  all of the conditions described in
          Subsections 1,2 and  3 above, the Lender must  receive such title
          insurance that  the Lender  deems to be  necessary to  insure the
          continued first priority  lien status of the  Security Instrument
          after  the Conversion Rate becomes effective.  Satisfactory title
          insurance may be available only  if I pay all amount(s) that  may
          be secured  by a  lien or encumbrance  on the  mortgaged property
          that arose after the date of the Note.

               5.  New Payment Amount and Effective Date

               If  I  exercise  my  Option  to  Convert,  the  Lender  will
          determine  the amount  of  the  monthly  principal  and  interest
          payment  that would be  sufficient to repay  the unpaid principal
          balance that I am expected to owe  on the Conversion Date in full
          on  the maturity  date at  the Conversion  Rate in  substantially
          equal monthly payments.   The result of this  calculation will be
          the new amount of my monthly principal and interest payment.  The
          "Conversion Date" shall be  the effective date of the  Conversion
          Rate and will be set forth in the modification agreement that the
          Lender and  I will execute.   The  Conversion Date will  no later
          than  the first  day of  the third  month following  the Election
          Date.

          C.   TRANSFER  OF  THE  PROPERTY  OR  A  BENEFICIAL  INTEREST  IN
          BORROWER

               Paragraph 11  of the  Note is deleted  and the  following is
          inserted in its place:

               11.    Uniform  Secured  Note.    This  Note  is  a  uniform
          instrument  with limited  variation in  some  jurisdictions.   In
          addition to the  protections given to the Note  Holder under this
          Note, a Mortgage,  Deed of Trust or Security  Deed (the "Security
          Instrument") dated the same date  of this Note, protects the Note
          Holder from possible losses which  might result if I do  not keep
          the promises which I make in this Note.  That Security Instrument
          describes how and under what conditions I may be required to make
          immediate payment in full of  all amounts I owe under this  Note.
          Some of those conditions are described as follows:

               (a)   Unless my interest  rate is converted pursuant  to the
          condition  stated in  Section  B  of the  Addendum  of the  Note,
          Uniform  Covenant 17 of  the Security Instrument  is described as
          follows:

          3232/3233 Rider Add.  3092

               Transfer  of  the  Property  or  a  Beneficial  Interest  in
          Borrower.   If all or any part of the property or any interest in
          it  is  sold or  transferred  (or  if  a beneficial  interest  in
          Borrower is  sold or  transferred and Borrower  is not  a natural
          person)  without Lender's prior  written consent, Lender  may, at
          its option, require immediate payment in full of all sums secured
          by this Security  Instrument.  However, this option  shall not be
          exercised by Lender  if exercise is prohibited by  federal law as
          of the date of this  Security Instrument.  Lender also  shall not
          exercise this option if:  (a) Borrower causes to be 
          submitted  to Lender information  required by Lender  to evaluate
          the intended  transferee as if a new loan  were being made to the
          transferee;  and (b)  Lender reasonable determines  that Lender's
          security will not be impaired by the loan assumption and that the
          risk of a  breach of any covenant  or agreement in  this Security
          Instrument is acceptable to Lender.

               To the extent permitted by applicable law, Lender may charge
          a reasonable feet as a condition to Lender's consent to the  loan
          assumption.   Lender may also  require the transferee to  sign an
          assumption  agreement that  is  acceptable  to  Lender  and  that
          obligates the transferee to keep all promises and agreements made
          in  the Note  and in  this  Security Instrument.   Borrower  will
          continue  to  be  obligated  under the  Note  and  this  Security
          Instrument unless Lender release Borrower in writing.

               If  Lender exercises the option to require immediate payment
          in full, Lender shall give  Borrower notice of acceleration.  The
          notice shall provide a period of  not less than 30 days from  the
          date the notice is delivered or mailed within which Borrower must
          pay all sums secured by this Security Instrument without  further
          notice or demand on Borrower.

               (b)  If  the interest rate I  am required to pay  under this
          Note is converted  to a fixed  rate of interest  pursuant to  the
          terms and conditions stated  in Section B in the  Addendum to the
          Note, Uniform Covenant 17 of the Security Instrument described in
          Section (11a) above, shall then cease to be in effect and Uniform
          Covenant 17 of the Security Instrument shall instead be described
          as follows:

               Transfer  of  the  Property  or  a  Beneficial  Interest  in
          Borrower, if all or  any part of the Property or  any interest in
          it  is  sold or  transferred  (or  if  a beneficial  interest  in
          Borrower is  sold or  transferred and Borrower  is not  a natural
          person)  without Lender's prior  written consent, Lender  may, at
          its option, require immediate payment in full of all sums secured
          by this Security  Instrument.  However, this option  shall not be
          exercised by Lender  if exercise is prohibited by  federal law as
          of the date of this Security Instrument.

               If Lender exercises  this option Lender shall  give Borrower
          notice of  acceleration.  This  Notice shall provide a  period of
          not less than  30 days from the  date the notice is  delivered or
          mailed within  which Borrower must  pay all sums secured  by this
          Security Instrument.   If Borrower fails to pay  these sums prior
          to the expiration of this  period, Lender may invoke any remedies
          permitted by this  Security Instrument without further  notice or
          demand on Borrower.

               By SIGNING BELOW, Borrower accepts  and agrees to the  terms
          and covenants contained in this Adjustable Rate Rider.




                                             s/ Stacy C. Campbell
                                             _________________________
                                             STACY  C.  CAMPBELL  Borrower



                                             s/ Judith A. Campbell     
                                             ________________________
                                             JUDITH A. CAMPBELL  Borrower

          3232/3233 Rider Add.  3-92
        <PAGE>
                                      Schedule A
        Premises:  604 Beach Avenue and Boat Lots 82-89

        County         Town/City      District       Sec. Block Lot
        Monroe         Rochester      Rochester      047. 21 1  31

        ALL THAT TRACT  OR PARCEL OF LAND  situate in the City  of Rochester,
        County of  Monroe  and State  of  New York,  known  and described  as
        follows:  Commencing at a point on the north line of  Beach Avenue as
        now laid out and  forty (40) feet east from the  intersection of said
        north line with the east line of what was formerly Oak Street; thence
        westerly along the north line of Beach Avenue sixty-five (65) feet to
        the center  of what was  formerly Oak Street; thence  northerly along
        said  center  line  extended  northerly  to the  north  line  of  the
        "Terrace" as  shown on  a map  of "Guilford  Bluff"  filed in  Monroe
        County Clerk's Office in Liber 7 of  Maps at page 12; thence easterly
        along the north line  of said "Terrace" sixty-five (65) feet  more or
        less; thence southerly to the place of beginning.

        Also boat  lots number 82, 83, 84, 86, 87, 88 and 89 as shown on said
        map of "Guilford Bluff".

        ALL THAT TRACT OR PARCEL OF  LAND, situate in the City of  Rochester,
        County of Monroe, State of New York, known and distinguished  as Bath
        or  Boat  House Lot  Number Eighty-five  (85)  as shown  on a  map of
        Guilford Bluff, so called, made by  R. J. Smith, Surveyor, and  filed
        in Monroe County Clerk's Office in Liber 7 of Maps, at page 12.

        Said Bath  or Boat House  Lot Eighty-five (85)  located on  the north
        side of the Terrace,  on said Guilford  Bluff, reference had to  said
        Map, and each lot  extends to a point  eight (8) feet from the  north
        line of the Protection Dock, and is ten (100 feet wide front and rear
        and about twenty (20) feet deep.

        Together  with a  right of way  in common  with other parties  over a
        strip of land twenty feet in width taken from the west end of Lots 58
        and 59 of the  Guilford Bluff Tract which was conveyed  by Halbert S.
        Greenleaf and wife  to the Village of Charlotte by  Deed dated August
        29, 1901 and recorded June 3, 1902 in Monroe County Clerk's Office in
        Liber 651 of Deeds at page 429.

        Together with all the right, title and interest of said Leo V. Lyons,
        and Katharine A. Lyons,  his wife, in the strip of  land described in
        an instrument recorded  in said Clerk's Office in Liber  599 of Deeds
        at  page 280, lying  north of Beach  Avenue and south of  the Bath or
        Boat House Lots is said tract.