SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934

POWER REIT
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)

000-54560 45-3116572
(Commission File Number) (I.R.S. Employer Identification No.)

301 Winding Road, Old Bethpage, New York 11804
(Address of Principal Executive Offices) (Zip Code)

(212) 750-0373
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFT|R 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 8: OTHER EVENTS

Item 8.01

On July 12, 2013, Power REIT ("Trust")'s newly formed and wholly-owned subsidiary, PW Tulare Solar, LLC ("PWTS") acquired approximately 100 acres of land located near Fresno, California for approximately $1.6 million, including transaction costs. The land is leased to over 20MW of utility scale solar projects with long-term power purchase agreements with either Southern California Edison or Pacific Gas & Electric. These projects are currently in construction and are expected to commence operation in early 2014.

The acquired land is leased pursuant to twenty-five (25) year lease agreements with lease payments of $157,500 per annum commencing with the operations date of each project. The transaction with the developer of the projects was structured to provide for monthly interim lease payments commencing October 1, 2013 until the projects commence operation. Although Power REIT will be responsible for the existing assessed property taxes, any increases in property taxes are the responsibility of the tenant. The current taxes are approximately $26,500 per annum. The leases provide two extension options to the lessee at fair market rental rates that, if exercised, would take the leases through 2048.

In connection with the acquisition, PWTS secured acquisition bridge financing of $1,650,000 in the form of an A note and B note with a combined blended yield of 6.35% from Hudson Bay Partners, LP ("HBP"). HBP is a wholly-owned affiliate of David H. Lesser ("DHL"), our CEO and Chairman. Both the A and B note have eighteen month terms. The A note has a principal amount of $1,115,000 and carries a 5.0% interest rate during the first six (6) months and an 8.5% interest rate during the remaining 12 months. The B note carries a 9.5% interest rate during the first six (6) months and a 13.5% interest rate during the remaining 12 months. The loan is interest-only during the term, with interest to be paid semi-annually. The notes are pre-payable at any time, without penalty. It is the company's intention to refinance the A Note with permanent debt prior to the rate step-up and to refinance the B Note with debt and or equity as soon as practical and based on the company's alternative cost of capital. The bridge loan is secured in favor of HBP by a first-lien mortgage on the property in the form of a deed of trust and a parent guarantee from Power REIT.

The independent trustees of Power REIT met without DHL present to approve the bridge loan, deeming the loan to be in the interest of the company, on economic terms that are consistent with third party financing and demonstrative of DHL's commitment to the company and its business plan.

In addition, Power REIT has posted an updated investor presentation on its website located at www.pwreit.com under Investor Relations > Shareholder Presentations.

A copy of a press release is attached as Exhibit 99.1.

SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.     Description

10.1    Form of PWTS A Note
10.2    Form of PWTS B Note
10.3    Form of Deed of Trust
10.4    Form of Power REIT Guarantee
99.1    Press Release issued by Power REIT on July 15, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 15, 2013

POWER REIT

By:     /s/ David H. Lesser
Name:   David H. Lesser
Title:  CEO and Chairman


EXHIBIT 10.1 Form of Prommissory Note A

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

PROMMISSORY NOTE A

$ 1,155,000 July ___, 2013
("Closing Date")
Old Bethpage, New York

FOR VALUE RECEIVED, the undersigned, PW Tulare Solar, LLC, a California limited liability company (hereinafter referred to as "Borrower") promises to pay to the order of

Hudson Bay Partners, LP, a New York limited partnership (the "Lender"),

at its principal office for the transaction of business at 301 Winding Road, Old Bethpage, NY 11804 or at such other place as the holder of this Note may from time to time designate in writing, in lawful money of the United States of America and in the manner hereinafter provided, the principal sum of One Million One Hundred Fifty-Five Thousand Dollars ($1,155,000) (the "Principal Sum") with interest thereon or such part thereof as shall remain unpaid hereunder at the rate hereinafter set forth, in lawful money of the United States of America, together with all sums which now or hereafter become due and owing hereunder or under that certain Deed of Trust with Assignment of Rents dated as of the date hereof by Borrower in favor of Lender (the "Mortgage"). This Note is secured by the Mortgage, filed with ___________________ on or about the date hereof, on certain property owned by the Borrower and located in Tulare County, California (the "Property").

Payments under this Note shall be made as follows:

(a) Interest shall accrue on all or such part of the Principal Sum as shall be outstanding from time to time, at the rate of (i) 5.0% per annum from Closing through and including the six (6) month anniversary of the Closing Date, and (ii) 8.5% per annum from, but not including, the six (6) month anniversary of the Closing Date through the eighteenth (18) month anniversary of the Closing Date ("Maturity Date").

(b) Interest shall be paid semi-annually and on an interest only basis during the term of this loan.

(c) The entire Principal Sum, together with unpaid interest thereon and all other sums due hereunder or under the Mortgage, shall, if not sooner paid by the Borrower, be due and payable on the Maturity Date.

This Note is prepayable in whole, or in principal increments of $5,000, by the Borrower without penalty at any time, provided, that on any such prepayment date, the Borrower pays all interest that has accrued on the principal amount being prepaid on such date.

Interest shall be calculated on the basis of a three hundred sixty five (365) day year, but interest shall accrue for the actual number of days elapsed. Notwithstanding any other provision of this Note, the holder hereof does not intend to charge and the Borrower shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the Borrower or credited to reduce principal hereunder.

If any default shall occur in the payment of any amount or the performance of any of the obligations, agreements, undertakings, covenants or conditions contained in this Note or the Mortgage, continuing beyond, in each case, any applicable grace period that may be provided herein or therein, as applicable, for the payment of such amount or the performance of such term, agreement, covenant or condition (each an "Event of Default"), then, at the option of the holder of this Note, without further notice or demand to the Borrower, the entire indebtedness evidenced hereby, with interest accrued thereon, shall become forthwith due and payable, and no omission on the part of the holder hereof to exercise such option when entitled to do so shall be construed as a waiver of such right.

Upon the occurrence of an Event of Default under this Note or an Event of Default as defined in the Mortgage, in addition to the rights, powers and remedies available to Lender, interest on all outstanding amounts due including principal and interest unpaid shall accrue and be payable at the Default Rate of eighteen percent (18%) per annum, but in no event to exceed the maximum default rate allowable under state or federal law (the "Default Rate") without the necessity of any action by Lender. Interest accruing at the Default Rate shall be payable to Lender on demand. Lender shall not be required to accelerate the maturity of any money owed or exercise any other rights or remedies under any document, in order for the Default Rate to be imposed.

The Borrower may not assign any of its obligations hereunder without the prior written consent of the holder of this Note. The payment terms and other obligations, agreements, undertakings, covenants and conditions contained in this Note shall be binding on the Borrower and its successors, permitted assigns and legally appointed representatives (and all endorsers and guarantors of this Note, and all other persons or entities now, or at any time, liable, whether primarily, secondarily or otherwise, for payment of the indebtedness hereby evidenced or for the performance of any of the other obligations, agreements, undertakings, covenants or conditions contained herein, for themselves and their heirs, successors, assigns and legally appointed representatives, respectively).

The Borrower (on behalf of itself, its successors, permitted assigns and legally appointed representatives and all endorsers and guarantors of this Note, and all other persons or entities now, or at any time, liable, whether primarily, secondarily or otherwise, for payment of the indebtedness hereby evidenced or for the performance of any of the other obligations, agreements, undertakings, covenants or conditions contained herein, for themselves, their heirs, successors, assigns and legally appointed, representatives, respectively) agrees to pay all costs of suit and other expenses of collection, including reasonable fees of attorneys at the trial and all appellate levels, as they come due, in the event that this Note is placed in the hands of any attorney for collection or suit is brought thereon.

The Borrower (on behalf of itself, its successors, permitted assigns and legally appointed representatives and all endorsers and guarantors of this Note, and all other persons or entities now, or at any time, liable, whether primarily, secondarily or otherwise, for payment of the indebtedness hereby evidenced or for the performance of any of the other obligations, agreements, undertakings, covenants or conditions contained herein, for themselves, their heirs, successors, assigns and legally appointed representatives, respectively) waives presentment, protest and demand, notice of protest, demand and dishonor and non-payment of this Note, and to the extent permitted by law, waive and release all rights of redemption, valuation, appraisement, notice of election to mature or to declare due the whole of the indebtedness evidenced hereby, errors, defects and imperfections in any proceedings instituted by the holder under the terms of any document, all benefits that might accrue to the Borrower by virtue of any present or future laws exempting any collateral given by the Borrower or any guarantor to secure the performance of the Borrower's obligations hereunder, or any part of the proceeds arising from any sale of any such collateral, from attachment, levy, or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Borrower (on behalf of itself, its successors, permitted assigns and legally appointed representatives and all endorsers and guarantors of this Note, and all other persons or entities now, or at any time, liable, whether primarily, secondarily or otherwise, for payment of the indebtedness hereby evidenced or for the performance of any of the other obligations, agreements, undertakings, covenants or conditions contained herein, for themselves, their heirs, successors, assigns and legally appointed representatives, respectively), agrees that liability hereunder or under any other document shall remain unimpaired, notwithstanding any extension of the time of payment or other indulgence granted by the holder hereof, or the release of all or any part of such security or the liability of any party which may assume the obligation to make payment of the indebtedness evidenced hereby. In no event shall the holder, by any act or omission, be deemed to waive any of its rights or remedies hereunder unless such waiver shall be in writing and signed by the holder, and then only to the extent specifically set forth therein; and a waiver of any one event shall not be construed as continuing or as a bar to or waiver of such right or remedy in respect of a subsequent event.

Wherever notice, demand or a request may be given under this Note to the Borrower, the same shall always be sufficient if in writing and hand delivered, deposited in the United States mails by registered or certified mail or delivered to a recognized private express delivery service for overnight delivery, addressed to the Borrower at 301 Winding Road, Old Bethpage, NY 11804, or to such other address as may be provided by Borrower (or its successors, permitted assigns or legally appointed representatives) to Lender.

Any such notice, demand or request shall be treated as having been given upon hand delivery to such address or three (3) business days after deposit in the United States mails or delivery to such delivery service. Wherever notice may be given under this Note to the holder, the same may be given by any one Authorized Representative (as hereinafter defined) of the Borrower and the holder will be entitled to rely on any such notice as fully and effectually as if such notice has been given by the Borrower. An "Authorized Representative" of the Borrower shall mean any individuals hereafter designated by notice to the holder signed by the Borrower.

If any provisions hereof or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder hereof, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and in force to the fullest extent permitted by law.

This Note shall be governed by and construed in accordance with the laws of the State of New York, but not including the choice of law rules thereof, and shall take effect as a sealed instrument. The parties hereby submit to the exclusive jurisdiction of the State and Federal Courts sitting in and for the City and County of New York, New York in respect of any and all actions arising under this Agreement, and waive any objections or challenges to personal jurisdiction, venue or the convenience of forum in any such actions brought in any such court.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed, as of the day and year first above written.

PW TULARE SOLAR, LLC


By: Arun Mittal
Title: Manager

EXHIBIT 10.2 Form of Prommissory Note B

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED, IN WHOLE OR IN PART, ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

PROMMISSORY NOTE B

$ 495,000                                                       July ___, 2013 ("Closing
Date")
                                                                Old Bethpage, New York

FOR VALUE RECEIVED, the undersigned, PW Tulare Solar, LLC, a California limited liability company (hereinafter referred to as "Borrower") promises to pay to the order of

Hudson Bay Partners, LP, a New York limited partnership (the "Lender"),

at its principal office for the transaction of business at 301 Winding Road, Old Bethpage, NY 11804 or at such other place as the holder of this Note may from time to time designate in writing, in lawful money of the United States of America and in the manner hereinafter provided, the principal sum of Four Hundred Ninety Thousand Dollars ($495,000) (the "Principal Sum") with interest thereon or such part thereof as shall remain unpaid hereunder at the rate hereinafter set forth, in lawful money of the United States of America, together with all sums which now or hereafter become due and owing hereunder or under that certain Deed of Trust with Assignment of dated as of the date hereof by Borrower in favor of Lender (the "Mortgage"). This Note is secured by the Mortgage, filed with ___________________________ on or about the date hereof, on certain property owned by the Borrower and located in Tulare County, California (the "Property").

Payments under this Note shall be made as follows:

(a) Interest shall accrue on all or such part of the Principal Sum as shall be outstanding from time to time, at the rate of (i) 9.5% per annum from Closing through and including the six (6) month anniversary of the Closing Date, and (ii) 13.0% per annum from, but not including, the six (6) month anniversary of the Closing Date through the eighteenth (18) month anniversary of the Closing Date ("Maturity Date").

(b) Interest shall be paid semi-annually and on an interest only basis during the term of this loan.

(c) The entire Principal Sum, together with unpaid interest thereon and all other sums due hereunder or under the Mortgage, shall, if not sooner paid by the Borrower, be due and payable on the Maturity Date.

This Note is prepayable in whole, or in principal increments of $5,000, by the Borrower without penalty at any time, provided, that on any such prepayment date, the Borrower pays all interest that has accrued on the principal amount being prepaid on such date.

Interest shall be calculated on the basis of a three hundred sixty five (365) day year, but interest shall accrue for the actual number of days elapsed. Notwithstanding any other provision of this Note, the holder hereof does not intend to charge and the Borrower shall not be required to pay any interest or other fees or charges in excess of the maximum permitted by applicable law; any payments in excess of such maximum shall be refunded to the Borrower or credited to reduce principal hereunder.

If any default shall occur in the payment of any amount or the performance of any of the obligations, agreements, undertakings, covenants or conditions contained in this Note or the Mortgage, continuing beyond, in each case, any applicable grace period that may be provided herein or therein, as applicable, for the payment of such amount or the performance of such term, agreement, covenant or condition (each an "Event of Default"), then, at the option of the holder of this Note, without further notice or demand to the Borrower, the entire indebtedness evidenced hereby, with interest accrued thereon, shall become forthwith due and payable, and no omission on the part of the holder hereof to exercise such option when entitled to do so shall be construed as a waiver of such right.

Upon the occurrence of an Event of Default under this Note or an Event of Default as defined in the Mortgage, in addition to the rights, powers and remedies available to Lender, interest on all outstanding amounts due including principal and interest unpaid shall accrue and be payable at the Default Rate of eighteen percent (18%) per annum, but in no event to exceed the maximum default rate allowable under state or federal law (the "Default Rate") without the necessity of any action by Lender. Interest accruing at the Default Rate shall be payable to Lender on demand. Lender shall not be required to accelerate the maturity of any money owed or exercise any other rights or remedies under any document, in order for the Default Rate to be imposed.

The Borrower may not assign any of its obligations hereunder without the prior written consent of the holder of this Note. The payment terms and other obligations, agreements, undertakings, covenants and conditions contained in this Note shall be binding on the Borrower and its successors, permitted assigns and legally appointed representatives (and all endorsers and guarantors of this Note, and all other persons or entities now, or at any time, liable, whether primarily, secondarily or otherwise, for payment of the indebtedness hereby evidenced or for the performance of any of the other obligations, agreements, undertakings, covenants or conditions contained herein, for themselves and their heirs, successors, assigns and legally appointed representatives, respectively).

The Borrower (on behalf of itself, its successors, permitted assigns and legally appointed representatives and all endorsers and guarantors of this Note, and all other persons or entities now, or at any time, liable, whether primarily, secondarily or otherwise, for payment of the indebtedness hereby evidenced or for the performance of any of the other obligations, agreements, undertakings, covenants or conditions contained herein, for themselves, their heirs, successors, assigns and legally appointed, representatives, respectively) agrees to pay all costs of suit and other expenses of collection, including reasonable fees of attorneys at the trial and all appellate levels, as they come due, in the event that this Note is placed in the hands of any attorney for collection or suit is brought thereon.

The Borrower (on behalf of itself, its successors, permitted assigns and legally appointed representatives and all endorsers and guarantors of this Note, and all other persons or entities now, or at any time, liable, whether primarily, secondarily or otherwise, for payment of the indebtedness hereby evidenced or for the performance of any of the other obligations, agreements, undertakings, covenants or conditions contained herein, for themselves, their heirs, successors, assigns and legally appointed representatives, respectively) waives presentment, protest and demand, notice of protest, demand and dishonor and non-payment of this Note, and to the extent permitted by law, waive and release all rights of redemption, valuation, appraisement, notice of election to mature or to declare due the whole of the indebtedness evidenced hereby, errors, defects and imperfections in any proceedings instituted by the holder under the terms of any document, all benefits that might accrue to the Borrower by virtue of any present or future laws exempting any collateral given by the Borrower or any guarantor to secure the performance of the Borrower's obligations hereunder, or any part of the proceeds arising from any sale of any such collateral, from attachment, levy, or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Borrower (on behalf of itself, its successors, permitted assigns and legally appointed representatives and all endorsers and guarantors of this Note, and all other persons or entities now, or at any time, liable, whether primarily, secondarily or otherwise, for payment of the indebtedness hereby evidenced or for the performance of any of the other obligations, agreements, undertakings, covenants or conditions contained herein, for themselves, their heirs, successors, assigns and legally appointed representatives, respectively), agrees that liability hereunder or under any other document shall remain unimpaired, notwithstanding any extension of the time of payment or other indulgence granted by the holder hereof, or the release of all or any part of such security or the liability of any party which may assume the obligation to make payment of the indebtedness evidenced hereby. In no event shall the holder, by any act or omission, be deemed to waive any of its rights or remedies hereunder unless such waiver shall be in writing and signed by the holder, and then only to the extent specifically set forth therein; and a waiver of any one event shall not be construed as continuing or as a bar to or waiver of such right or remedy in respect of a subsequent event.

Wherever notice, demand or a request may be given under this Note to the Borrower, the same shall always be sufficient if in writing and hand delivered, deposited in the United States mails by registered or certified mail or delivered to a recognized private express delivery service for overnight delivery, addressed to the Borrower at 301 Winding Road, Old Bethpage, NY 11804, or to such other address as may be provided by Borrower (or its successors, permitted assigns or legally appointed representatives) to Lender.

Any such notice, demand or request shall be treated as having been given upon hand delivery to such address or three (3) business days after deposit in the United States mails or delivery to such delivery service. Wherever notice may be given under this Note to the holder, the same may be given by any one Authorized Representative (as hereinafter defined) of the Borrower and the holder will be entitled to rely on any such notice as fully and effectually as if such notice has been given by the Borrower. An "Authorized Representative" of the Borrower shall mean any individuals hereafter designated by notice to the holder signed by the Borrower.

If any provisions hereof or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder hereof, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be valid and in force to the fullest extent permitted by law.

This Note shall be governed by and construed in accordance with the laws of the State of New York, but not including the choice of law rules thereof, and shall take effect as a sealed instrument. The parties hereby submit to the exclusive jurisdiction of the State and Federal Courts sitting in and for the City and County of New York, New York in respect of any and all actions arising under this Agreement, and waive any objections or challenges to personal jurisdiction, venue or the convenience of forum in any such actions brought in any such court.

IN WITNESS WHEREOF, the Borrower has caused this Note to be executed, as of the day and year first above written.

PW TULARE SOLAR, LLC


By: Arun Mittal
Title: Manager

EXHIBIT 10.3 Form of Deed of Trust

DEED OF TRUST WITH
ASSIGNMENTS OF RENTS

This DEED OF TRUST is made and entered into as of this ______day of July 2013, by and between PW TULARE SOLAR, LLC, a California limited liability company, whose address is 301 Winding Road, Old Bethpage, NY 11804, herein called Trustor, Fidelity National Title Company, herein called Trustee, and HUDSON BAY PARTNERS, LP, a New York limited partnership, whose address is 301 Winding Road, Old Bethpage, NY 11804, herein called Beneficiary.

Reference is made to the following facts:

WHEREAS, the Trustor has executed and delivered a promissory note of even date herewith, payable to the order of the Beneficiary, in the principal sum of one million one hundred fifty-five thousand Dollars ($1,155,000) with interest and any other charges thereon, payable as provided in the note (the "A Note"); and

WHEREAS, the Trustor has executed and delivered its promissory note of even date herewith, payable to the order of the Beneficiary, in the principal sum of four hundred ninety-five thousand Dollars ($495,000) with interest and any other charges thereon, payable as provided in the note (the "B Note", and together with the A Note, the "Notes"); and

WHEREAS, the Trustor is the owner of certain real property located in Tulare County, California more particularly described on Exhibit A hereto (each property a "Site", and collectively the "Sites"), which are subject to five individual leases as described on Exhibit B hereto (each a "Lease", and collectively the "Leases"); and

WHEREAS, the Trustor desires to secure the following obligations (the "Obligations") of the Trustor to the Beneficiary:

(i) the payment of the principal sum, interest, charges and other indebtedness evidenced by the Notes, including any extensions, renewals, replacements and amendments thereof; and

(ii) the payment, performance, discharge and satisfaction of every covenant, agreement, warranty, representation, undertaking, term and condition contained herein, in the Notes, in the Guaranty of even date executed and delivered by Power REIT and in the other Loan Documents, and any amendment, extension, modification, replacement or re-casting of any one or more of the Loan Documents. "Loan Documents" shall mean this Deed of Trust, the Notes, the Power REIT Guaranty and all other documents or filings required to effect the transactions contemplated herein.

NOW, THEREFORE, to secure the Obligations and for consideration provided, the Trustor hereby irrevocably gives, bargains, sells, confirms and grants a security interest to the Beneficiary, in the Trustor's entire right, title and interest in and to the Sites, and any buildings and improvements, now or hereafter situated thereon and owned by the Trustor, together with all of Trustor's right, title and interest in and to:

(a) All rights, licenses, easements now or hereafter appurtenant thereto, and all other rights of the Trustor of whatever kind or nature, whether running covenants or otherwise now or hereafter appurtenant thereto; and

(b) Any other estate, title or interest in such land or such buildings and improvements, and in the streets and ways adjacent thereto, to the extent now owned or hereafter acquired by the Trustor; and

(c) All leases now existing or hereafter entered into by the Trustor with respect to such land, buildings and improvements, and all the rents, issues, profits, revenues, and other income received or receivable by the Trustor under and by virtue of such leases, including without limitation, the Leases; and

(d) All fixtures, equipment, machinery, furnishings and articles of personal property of every kind and nature whatsoever, tangible or intangible, now or hereafter located on the above-described land or used or to be used in connection with the construction, operation, maintenance, management and sales or leasing of the improvements presently located thereon or proposed to be constructed thereon, whether now owned or hereafter acquired by the Trustor, including, without limitation, all bank accounts in Trustor's name and cash balances in such bank accounts, whether currently in existence or hereinafter opened; and

(e) All proceeds of the conversion, voluntary or involuntary, of all or any portion of the above-described property into cash, negotiable instruments or other instruments for the payment of money, chattel paper, security agreements, documents or liquidated claims, including, without limitation, all insurance proceeds and all awards arising out of eminent domain proceedings or other proceedings similar thereto.

The above-described land, buildings and improvements, and other rights described in (a), (b) and (c) above, together with any and all additions thereto or replacements thereof, and together with all such property described in (d) and (e) above, insofar as such property is, or can by agreement of the parties be made, a part of the realty, are herein referred to as the "Real Estate". All such property described in (d) and (e) above is hereinafter referred to as the "Collateral". The Collateral and the Real Estate are collectively referred to as the "Property," or such portion thereof as is appropriate to the context in which the term "Property" is used.

TO HAVE AND TO HOLD the above granted and bargained Property, with the privileges and appurtenances thereof, unto Beneficiary, its successors and assigns, forever, to its and their proper use and behoof forever.

The Trustor covenants, warrants and agrees with the Beneficiary as follows:

1. Payment and Performance of Obligations. The Trustor shall make all payments and perform all obligations, agreements, undertakings and covenants under the Notes and this Deed of Trust.

2. Trustor's Covenants. So long as either or both of the Notes are outstanding, the Trustor shall:

(a) pay, before the same become delinquent, all taxes, charges, sewer use fees, water rates and assessments related to the Property;

(b) maintain or cause its tenant to maintain liability insurance in form and substance reasonably acceptable to the Beneficiary, which insurance shall have a limit of at least $2,000,000 per occurrence, and maintain such other insurance as is appropriate for similar properties leased to solar projects and to the extent possible, name Beneficiary as additional insured thereon. If Beneficiary is not named as additional insured, any insurance payments received by Trustor shall be pledged under this agreement to Beneficiary;

(c) not commit waste on the Property;

(d) not introduce or release, or permit any of its partners agents, employees, invitees or contractors to introduce or release, any hazardous wastes or hazardous substances onto the Property, and shall remove in accordance with applicable law any such hazardous wastes or substances that come to be located on the Property as a result of the actions of the Trustor, its partners, agents, employees, invitees, or contractors. Trustor shall have no obligations or liability under this section with respect to the actions of Beneficiary or any other parties;

(e) perform any and all obligations of lessor under the Leases, enforce all obligations of lessee under the Leases, and not amend, modify or terminate the Leases;

(f) so long as any amounts remain outstanding and unpaid under the Loan Documents, not make any distributions to its member(s) without the written consent of Beneficiary; and

(g) not incur any indebtedness (unless 100% of the proceeds of such indebtedness are used to pay off both of the Notes simultaneously with the closing of the indebtedness), other than trade payables in the ordinary course of its business outstanding not more than thirty (30) days; and

3. Priority of Lien. The Trustor shall not cause any attachments, lis pendens or mechanics', materialmen's or other liens or encumbrances of any kind to attach to the Property after the date hereof, whether such liens or encumbrances be prior or subordinate to this Deed of Trust. Without limitation, the Trustor shall pay and discharge all claims for labor done and material and services furnished to or performed upon the Property alleged to have been furnished to or for Trustor, and shall take all other steps necessary to prevent the assertion of claims of liens against the Property or any part thereof or any right or interest therein. Nothing herein contained shall require the Trustor to pay any claims for labor, materials, or services that the Trustor in good faith disputes and that the Trustor, at its own expense, is currently and diligently contesting; provided, however, that the Trustor shall, not later than ninety (90) days after Trustor's receipt of notice, or Trustor's acquiring actual knowledge, whichever occurs earlier, of the filing of any claim of lien that is disputed or contested by Trustor with respect to the Property, post a bond sufficient to dissolve or release such claim of lien, or take such other action as may be requested or approved by the Beneficiary to dissolve or release such claim of lien. Trustor agrees to indemnify Beneficiary with respect to any loss cost or damages sustained by Beneficiary (including, without limitation, reasonable attorneys' fees to be paid as incurred) as a result of Beneficiary's failure to comply with the provisions of this Section. Pursuant to the Transaction Documents (as defined below), Trustor has a put right to sell one or more Site(s) back to the original owner under certain conditions. Each time, if ever, Trustor exercises any of its put rights, Beneficiary agrees to release all liens and claims on the Site(s) (together with all other assets and lease(s) related to such Site(s)) being sold pursuant to such exercise of put rights, provided however, that 100% of the net proceeds (after any closing expenses) are applied to the principal balance of the A Note.

4. Eminent Domain Proceeds.

Immediately upon obtaining knowledge of the institution of any proceedings for the condemnation of all or any part of the Property or the whole or any part of the buildings, structures and improvements located on the Real Estate, Trustor will notify Beneficiary of the pendency of such proceedings. Beneficiary may participate in any such proceedings, and Trustor shall from time to time deliver to Beneficiary all instruments or documents requested by it to permit such participation. Trustor shall, at its expense, diligently prosecute any such proceeding and shall consult with the Beneficiary, its attorneys and experts and cooperate with them in any defense of any such proceedings.

The awards of damages on account of any condemnation for public use of or injury to the Property shall be paid to the Beneficiary; such awards shall, at the option of the Beneficiary, be applied to or toward the indebtedness secured by this Deed of Trust in such order as the Beneficiary may determine.

5. Events of Default. The occurrence of any of the following events shall be deemed an "Event of Default" or "Default" hereunder:

(a) failure of the Trustor to make any payment of principal, interest or other charges when due under the Note (whether at maturity or by call or acceleration) or any other payment of funds due hereunder which failure continues for three (3) business days or more after notice from the Beneficiary to the Trustor; or

(b) prior to the last Operations Date (as defined in each respective Lease) to occur among all the Leases, the Seller materially defaults on any of its obligations under the Transaction Documents. "Seller" shall mean ImMODO California 1, LLC, together with all of its affiliates. "Transaction Documents" shall mean the purchase and sale agreement between Trustor and Seller, together will other documents incidental to the purchase and sale transaction, including the parent guaranty and the put option agreement; or

(c) the termination of any Lease that has achieved its Operations Date or the occurrence of any Default (as defined in each respective Lease) under any Lease that has achieved its Operations Date; or

(d) any material payment default by Power REIT, a Maryland real estate investment trust ("Guarantor"), on any of its payment or guaranty obligations with respect to borrowed money, which default remains uncured after any applicable notice and cure periods; or

(d) Guarantor experiences a Change in Control, as defined by paragraph 2.10 of the Power REIT 2012 Equity Incentive Plan as publicly filed with the Securities and Exchange Commission on Form DEF 14A on April 30, 2012; or

(e) breach of any other term, obligation, covenant, agreement, undertaking, condition, provision, representation or warranty contained in this Deed of Trust, remaining uncured for a period greater than thirty (30) days, provided that, if any such default cannot reasonably be remedied within thirty (30) days after written notice of such default to Trustor, then provided Trustor commences to cure the same within such thirty (30) day period and proceeds thereafter with due diligence to completion, Trustor shall have the additional time reasonably necessary to remedy same; or

(f) if Trustor or Guarantor shall make an assignment for the benefit of creditors; if a receiver, liquidator or trustee shall be appointed for Trustor or Guarantor or if Trustor or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Trustor or Guarantor, or if any proceeding for the dissolution or liquidation of Trustor or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Trustor or Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days following its filing; or

(g) if any of the membership interests in Trustor become vested in any person or entity other than Guarantor, or if Guarantor pledges or collaterally assigns any of such membership interests.

6. Remedies. Upon the occurrence of an Event of Default, the Beneficiary shall have the right to exercise the STATUTORY POWER OF SALE, without limiting the same right, the Beneficiary may also, or in the alternative (but shall not be required), at its option and without notice, exercise any or all of the following remedies:

(a) declare the entire indebtedness of the Trustor immediately due and payable without notice;

(b) either in person or by agent, with or without bringing any action or proceeding, in so far as such action may be allowed under the laws of the State of California, enter upon and take possession of the Property, or any part thereof, in its own name, to operate, manage and control the Property and conduct the business thereof and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security hereof. The entering upon and taking possession of the Property shall not cure or waive any default or notice of default hereunder;

(c) take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Notes, this Deed of Trust, or the other Loan Documents, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Beneficiary shall elect;

(d) exercise any and all of the rights and remedies of a secured party under the California Uniform Commercial Code; and

(e) take such other actions or proceedings as the Beneficiary deems necessary or advisable to protect its interest in the Property.

In addition to the foregoing remedies, after the happening of any Event of Default and during its continuance, or upon the commencement of any proceedings to foreclose this Deed of Trust or to enforce the specific performance hereof or in aid thereof or upon the commencement of any other judicial proceeding to enforce any right of the Beneficiary, the Beneficiary shall be entitled, as a matter of right, if it shall so elect, without the giving of notice to any other party and without regard to the adequacy or inadequacy of any security for the Obligations, forthwith either before or after declaring the unpaid principal of the Notes to be due and payable, consent to the appointment of a receiver or receivers of the Property or any part thereof and of all the earnings, revenues, rents, issues, profits and income thereof. Notwithstanding the appointment of any receiver, liquidator or trustee of the Trustor, or of any of its property, or of the Property or any part thereof, the Beneficiary shall be entitled to retain possession and control of all property now or hereafter held under this Deed of Trust.

The Beneficiary may, at the Beneficiary's option, foreclose this Deed of Trust for any portion of the debt or any other sums secured hereby which are then due and payable, subject to the continuing lien of this Deed of Trust for the balance of the secured debt not then due.

Such remedies shall continue until all such Events of Default have been cured by Trustor and all foreclosure or other proceedings which shall have been commenced are completed, and such remedies may be exercised individually, sequentially or in concert. All of the rights and remedies of the Beneficiary set forth in this Deed of Trust and the Loan Documents are cumulative and not exclusive of one another and may be exercised in any order, and the exercise of one shall not be construed to be a waiver of any of the others. Such remedies are also cumulative and not exclusive of any and all other remedies now or hereafter available to the Beneficiary under any law or in equity or otherwise. The resort to any remedy provided for hereunder or under any other instrument given in connection with the financing arrangement secured hereby or provided for by law shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies. No delay or omission to exercise any right or power shall impair such right or power or constitute a waiver of any Default or Event of Default or acquiescence therein; and each such right and power may be exercised as often as deemed expedient.

7. Subrogation.

Should the proceeds of the Notes or any part thereof, or any amount paid or advanced hereunder by Beneficiary, be used directly or indirectly to pay off, discharge or satisfy, in whole or in part, any lien or encumbrance upon the Property on a parity with or superior to the lien hereof, then as additional security hereunder, the Beneficiary shall be subrogated to any and all rights, equal or superior titles, liens and equities owned or claimed by any owner or holder of said outstanding liens, charges and indebtedness, regardless of whether said liens, charges and indebtedness are acquired by assignment or have been released of record by the holder thereof upon payment.

8. Notice. Wherever notice, demand or a request may properly be given to the Trustor under this Deed of Trust, the same shall always be sufficient to serve as a notice, demand or request hereunder if in writing and (i) hand delivered, (ii) delivered to a recognized private express delivery service for overnight delivery or (iii) posted in the United States mail by registered or certified mail, return receipt requested, addressed in any such case to the Trustor at the address given in this Deed of Trust as the Trustor's address or to the business address of the Trustor last known to the Beneficiary hereof. Any such notice, demand or request shall be treated as having been given upon hand delivery to such address or three (3) days after deposit with such delivery service or the United States mails. A notice so addressed shall always be a sufficient notice, notwithstanding a change in the ownership of the equity of redemption of the Real Estate, whether or not consented to by the Beneficiary. Where more than one person constitutes the Trustor, one notice sent to the address given in this Deed of Trust as the Trustor's address or the last known business address of any one of them shall constitute sufficient notice to all.

9. Beneficiary's Right to Cure Default. If there shall be any breach in any condition or covenant of this Deed of Trust, the Beneficiary shall have the right, but without any obligation so to do, to cure such default for the account of the Trustor and, to the fullest extent permissible according to law, apply any funds credited by or due from the Beneficiary to the Trustor against the same (without any obligation first to enforce any other rights of the Beneficiary, including, without limitation, any rights under the Notes or this Deed of Trust, or any guarantee thereof, and without prejudice to any such rights). Without limiting the generality of the foregoing, the Trustor hereby authorizes the Beneficiary to pay all taxes, sewer use fees, water rates and assessments, with interest, costs and charges accrued thereon, which may at any time be a lien upon the Property, or any part thereof; or to incur and pay reasonable expenses in protecting its rights hereunder and the security hereby granted; to pay any balance due under any security agreement on any articles, fixtures and equipment included as a part of the Property; and the payment of all amounts so expended or incurred shall be considered advances under the Notes and shall be secured hereby as fully and effectively as any other obligation of the Trustor secured hereby; and, to the fullest extent permissible according to law, to apply to any of these purposes or to the repayment of any amounts so paid by the Beneficiary any sums paid on the Notes or this Deed of Trust by the Trustor as interest or otherwise.

10. Indemnification.

(a) Trustor hereby agrees that it will indemnify and hold harmless the Beneficiary, its affiliates, and all of their respective directors, officers, employees, agents, general partners, controlling persons and heirs (each such person being an " Indemnified Party") from and against any and all losses, claims, damages, expenses and liabilities, joint or several, incurred by such Indemnified Party (or which may be claimed against them by any person or entity whatsoever), as and when incurred, (including counsel fees and expenses), by reason of or in connection with (A) the execution, delivery, lending of monies, administration or enforcement of this Deed of Trust or the Notes or any of the other Loan Documents
(including any and all remedies available to Beneficiary), (B) the execution and delivery or transfer of, or payment or failure to pay under, this Deed of Trust, the Notes, or any of the other Loan Documents, (C) any breach by Trustor of any of the provisions of this Deed of Trust, the Notes, or any of the other Loan Documents, (D) to the extent Beneficiary is not named as additional insured on the Tenant's insurance policy, for any and all losses, claims, damages, expenses and liabilities incurred by Indemnified Party that would have been otherwise covered had Indemnified Party been named an additional insured on the insurance policy, or (E) any instance of bad faith, willful or reckless misconduct or gross negligence on the part of Trustor or its principals or agents; provided, however, that Trustor will not be liable to the extent that any loss, claim, damage, expense or liability is found by a court of competent jurisdiction to have resulted from Beneficiary's bad faith, willful or reckless misconduct or gross negligence.

(b) If any action shall be brought against an Indemnified Party in respect of which indemnity may be sought against, such Indemnified Party shall promptly notify Trustor in writing, and Trustor shall promptly assume the defense thereof, including the retention of counsel reasonably satisfactory to Indemnified Party, the payment of all fees and expenses and the right to negotiate and consent to settlement. Such Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof, and at such Indemnified Party's option to exclude Trustor and its counsel from such defense, and the fees and expenses of such Indemnified Party's counsel shall be at the expense of Trustor. Trustor shall not be liable for any settlement of any such action effected without its consent by an Indemnified Party, but if settled with the consent of Trustor or if there is a final judgment for the plaintiff in any such action against an Indemnified Party, with or without the consent of Trustor, Trustor agrees to indemnify and hold harmless each such Indemnified Party to the maximum extent provided herein. Trustor shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could be a party and indemnity could be sought hereunder by such Indemnified Party, without the prior written consent of such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on all claims that are or could be the subject matter of such proceeding.

(c) The provisions of this section shall be in addition to any recourse either party may have against the other party at common law or otherwise, and shall survive the term or complete payoff of this Deed of Trust and/or the Notes or any of the other Loan Documents. For purposes of this Section, an "affiliate" of a specified person shall mean a person that
(directly or indirectly through one or more intermediaries) controls, or is controlled by, or is under common control with, the specified person.

11. Miscellaneous.

(a) Any provision contained in this Deed of Trust, the Notes or elsewhere notwithstanding, the Beneficiary shall not be entitled to receive or collect, nor shall the Trustor be obligated to pay, interest on any of the monies secured hereby in excess of the maximum rate of interest permitted by the laws of the jurisdiction applicable thereto, and if any such provision shall ever be construed or held to permit the collection or to require the payment of any amount of interest in excess of that permitted by the laws of the jurisdiction applicable thereto, the provisions of this paragraph shall control and shall override any contrary or inconsistent provision in this Deed of Trust, the Notes or elsewhere. The intention of the parties is to conform strictly to applicable usury laws and every instrument relating to payment of any of the monies secured hereby shall be held subject to reduction to the amount allowed under said usury laws as construed by the courts having jurisdiction.

(b) All of the Beneficiary's rights and remedies set forth in this Deed of Trust and the Loan Documents are cumulative and not exclusive of one another and may be exercised in any order, and the exercise of one shall not be construed to be a waiver of any of the others. Such remedies are also cumulative and not exclusive of any and all other remedies available to the Beneficiary.

(c) If the Beneficiary shall have proceeded to invoke any right, remedy or recourse permitted under this Deed of Trust or any other obligation of the Trustor, and shall thereafter elect to discontinue or abandon the same for any reason, the Beneficiary shall have the unqualified right to do so and in such event the Trustor and the Beneficiary shall be restored to their former positions with respect to the Obligations. In such case this Deed of Trust, all other obligations, and all rights, remedies and recourse of the Beneficiary shall continue as if the same had not been invoked.

(d) No waiver at any time of any of the provisions or conditions of this Deed of Trust or of any other obligation of the Trustor shall be construed as a waiver of any other of the conditions or provisions of this Deed of Trust or of any of such obligations, nor shall such waiver in any instance be construed as a waiver of the same provision or condition in other or subsequent instances. A consent or approval given by the Beneficiary in one instance shall not render such consent or approval unnecessary in future instances.

(e) This Deed of Trust may not be waived, changed or discharged orally, but only by an agreement in writing and signed by the party against whom enforcement of any waiver, change or discharge is sought and any oral waiver, change or discharge of any provision of this Deed of Trust by a representative of any party shall be without authority and of no force and effect.

(f) If any term or provision of this Deed of Trust or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Deed of Trust and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Deed of Trust shall be valid and shall be enforced to the fullest extent permitted by law.

(g) Paragraph headings in this Deed of Trust are for convenience and reference only and the words and phrases contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of any of the provisions herein.

(h) This Deed of Trust shall be governed by and construed in accordance with the laws of the State of New York, but not including the choice of law rules thereof. The parties hereby submit to the exclusive jurisdiction of the State and Federal Courts sitting in and for the City and County of New York, New York in respect of any and all actions arising under this Agreement, and waive any objections or challenges to personal jurisdiction, venue or the convenience of forum in any such actions brought in such courts. Notwithstanding the foregoing, the creation, perfection, and enforcement of the lien created hereby shall be governed by the laws of the State of California to the extent necessary to enforce the provisions of this Deed of Trust.

(i) The word "Trustor", as used herein, shall mean the person or persons named at the beginning of this instrument as the Trustor, its successors and permitted assigns, any subsequent owner or owners of the equity of redemption of the Real Estate, and any guarantor, jointly and/or severally, of the obligations of the Trustor hereunder or under the other Loan Documents. Where more than one person constitutes the Trustor, provisions in this Deed of Trust with reference to bankruptcy or insolvency or the like shall refer to each of the persons who is at that time one of the Trustor, so that if, for example, but without limitation, any person who is one of the Trustor (or is a partner, trustee or joint venturer in an entity which is one of the Trustor) shall file a petition in bankruptcy, such filing shall be treated as a breach of condition of this Deed of Trust. The Trustor may not assign any of its obligations hereunder without the prior written consent of the Beneficiary.

(j) The word "Beneficiary", as used herein, shall mean the Beneficiary named at the beginning of this instrument, its successors and assigns, and any subsequent holder or holders of this Deed of Trust.

(k) The word "Notes", as used herein, shall include the promissory notes described at the beginning of this instrument as the Notes, and all extensions, renewals, replacements and amendments thereof.

(l) All of the rights of the Beneficiary hereunder shall inure to the benefit of its successors and assigns, and any subsequent holder or holders of this Deed of Trust, and all the covenants and agreements of the Trustor herein contained shall be binding upon the Trustor, its successors and permitted assigns; and, where more than one person constitutes the Trustor the liability of such persons under this Deed of Trust for the obligations set forth herein shall be joint and several.

(m) Trustor shall pay all out-of-pocket costs of the Beneficiary incurred in connection with the review, documentation and closing of the loan secured hereby.

12. The Trustor, for itself, its heirs, executors, administrators, successors, and permitted assigns, represents, warrants and covenants with the Beneficiary and its heirs, executors, administrators, successors and assigns, that Trustor is lawfully seized in fee simple of the granted premises; that they are free from all encumbrances other than those matters appearing of record as of the date hereof (including the Leases); that the Trustor has good right to sell and convey the same; and that Trustor will, and Trustor's heirs, executors, administrators, successors, and permitted assigns, shall, represent warrant and defend the same to the Beneficiary and its heirs, executors, administrators, successors and assigns forever against the lawful claims and demands of all persons claiming by, through, or under Trustor; and that the Trustor and its heirs, executors, administrators, successors and permitted assigns, in case a sale shall be made under the power of sale, will, upon request, execute, acknowledge and deliver to the purchaser or purchasers a deed or deeds of release confirming such sale.

IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first above written.
Trustor:
PW Tulare Solar, LLC

By:_____________________
Arun Mittal, Manager


EXHIBIT 10.4 Form of Power REIT Guarantee

GUARANTY

THIS GUARANTY (this "Guaranty") dated as of this ___day of July, 2013 is made by POWER REIT, a Maryland real estate investment trust (the "Guarantor"), with an address of 301 Winding Road, Old Bethpage, New York 11804, to and for the benefit of HUDSON BAY PARTNERS, L.P., a New York limited partnership (the "Lender"), with a principal place of business at 301 Winding Road, Old Bethpage, New York 11804.

R E C I T A L S:

A. PW TULARE SOLAR, LLC, a California limited liability company (the "Borrower"), with a principal place of business at 301Winding Road, Old Bethpage, New York 11804, is obtaining a loan (the "Loan") from Lender in the original principal amount of One Million Six Hundred Fifty Thousand and 00/100 Dollars ($1,650,000.00) (the "Loan Amount").

B. The Loan is evidenced by (i) a Promissory Note A, dated of even date herewith, made by Borrower to the order of Lender in the amount of One Million One Hundred Fifty-Five Thousand and 00/100 Dollars ($1,155,000.00); and (ii) a Promissory Note B, dated of even date herewith, made by Borrower to the order of Lender in the amount of Four Hundred Ninety-Five Thousand and 00/100 Dollars ($495,000.00) (as now or hereafter amended, modified, substituted or replaced, the "Notes" and individually each a "Note").

C. The Loan is secured by a Deed of Trust with Assignment of Rents, dated of even date herewith, by Borrower in favor of Lender (as now or hereafter amended, modified, substituted or replaced, the "Mortgage") with respect to that certain real property located in Tulare County, California and more particularly described on Exhibit A hereto the "Property").

D. Guarantor represents to Lender that Lender's making of the Loan to Borrower will be to the direct interest, advantage and benefit of Guarantor.

E. This Guaranty is given to Lender and guarantees the obligations of the Borrower contained in each and every one of the Loan Documents (as defined in the Mortgage Agreement) delivered to Lender in connection with the Loan evidenced by the Notes.

F. Guarantor, as an inducement to Lender to make the Loan, represents and agrees with Lender that the funds represented by the Notes are being used for business and commercial purposes and not for personal, household or family purposes.

A G R E E M E N T:

NOW THEREFORE, in order to induce Lender to make the Loan to Borrower, and in consideration of the matters described in the foregoing recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Incorporation of Other Definitions. All initially capitalized terms used in this Guaranty which are not otherwise defined in this Guaranty shall have the meanings ascribed to them in the Loan Documents.

Section 1.2 Definitions. As used in this Guaranty the following terms shall have the following meanings:

"Default Rate": The "Default Rate" as defined in the Notes.

"Lender": The individual or entity described as Lender in the preface of this Guaranty and/or such of its affiliate(s), nominee(s) or subsidiary(ies) to the extent such entity holds an interest in the Loan or acts on behalf of any entity that holds an interest in the Loan, and any investor, participant, co-lender or assignee to whom the Loan, in whole or in part, may be sold, assigned, pledged or otherwise transferred, and their successors and assigns.

"Loan Documents": The Notes, the Mortgage, this Guaranty, and/or any of the other documents, instruments and agreements executed and/or delivered to Lender in connection with the Notes or Lender's commitment to make the Loan evidenced thereby, as now or hereafter amended, modified, substituted or replaced.

Section 1.3 Rules of Construction. No rules of construction against the drafter of this Guaranty shall apply in the interpretation of this Guaranty or any of the provisions hereof.

Section 1.4 Interpretation. For purposes of this Guaranty, except as otherwise expressly provided or unless the context otherwise requires: (a) defined terms include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other genders; (b) references herein to "Articles," "Sections," subsections, paragraphs and other subdivisions without reference to a document are to designated Articles, Sections, subsections, paragraphs and other subdivisions of this Guaranty; (c) a reference to a subsection without further reference to a Section is a reference to such subsection as contained in the same Section in which the reference appears, and this rule shall also apply to paragraphs, clauses and other subdivisions; (d) the words "hereof," "herein," "thereof," "hereunder" and other words of similar import refer to this Guaranty as a whole and not to any particular provisions; (e) the headings of the Articles, Sections or subsections of this Guaranty are inserted for convenience of reference only and shall in no way alter, modify or define, or be used in construing, the substance of such Articles, Sections or subsections; (f) the word "including" or "includes" means "including, but not limited to" or "includes without limitation"; (g) the words "approval," "consent" and "notice" shall be deemed to be preceded by the word "written"; (h) in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including"; the words "to" and "until" mean "to but excluding"; and the word "through" means "to and including"; (i) any reference to this Guaranty, including any Exhibits hereto shall include this Guaranty and any such Exhibits, as the same may from time to time be supplemented, modified or amended; (j) any document that is "certified" means the document has been appended to a certificate of the party certifying the document that affirms the truth and accuracy of everything in the document being certified, subject to the limitations therein; and (k) unless otherwise specifically provided, all references in this Guaranty to a number of days shall mean calendar days rather than business days.

ARTICLE II

GUARANTY OF PAYMENT AND PERFORMANCE

Section 2.1 Guaranteed Obligations. Guarantor absolutely, unconditionally and irrevocably guaranties to Lender, as primary obligor and not as surety, and jointly and severally with each and every other guarantor (if any), the payment and performance of the Guaranteed Obligations. As used in this Guaranty, the term

"Guaranteed Obligations" shall mean:

(a) The payment when due of the outstanding principal balance of the Notes, interest thereon, and all other sums due or to become due and payable to the Lender under the provisions of the Loan Documents;

(b) The payment, performance and discharge of each and every obligation, covenant, undertaking and agreement of the Guarantor hereunder and of Borrower to the Lender contained in any of the other Loan Documents, including the indemnification obligations under the Mortgage; and

(c) The payment of all Costs of Collection defined in
Section 2.3 below.

Section 2.2 Agreement to Pay. Upon a default, Default or Event of Default as defined in or set forth in the Notes or Mortgage, and including, without limitation, failure by Borrower and Guarantor to fully, faithfully and punctually observe their obligations under the Loan Documents within applicable grace periods, if any, Lender may at its option proceed directly and at once, without further notice (other than any notice required by applicable law or the Loan Documents) against Guarantor hereunder, without proceeding against Borrower or any other person or any collateral for the Guaranteed Obligations. Any sums due and payable by Guarantor hereunder shall bear interest at the Default Rate from the date of Lender's demand until the date paid.

Section 2.3 Costs of Collection. Guarantor further agrees to pay Lender all costs and expenses (including all court costs and attorneys' fees and disbursements) paid or incurred by Lender in endeavoring to collect the Guaranteed Obligations from Borrower or Guarantor, to enforce any of the Guaranteed Obligations against Borrower or Guarantor, or any portion thereof, or to enforce this Guaranty, together with interest thereon at the Default Rate from the date such costs or expenses were paid or incurred by Lender until paid to Lender unless collection from Guarantor of interest at such rate would be contrary to law applicable to Guarantor, in which event such sums shall bear interest at the highest rate which may be collected from Guarantor under applicable law (collectively, the "Costs of Collection").

Section 2.4 Reinstatement of Refunded Payments. If for any reason Lender is required to refund or relinquish to Borrower or Guarantor any payment of the Guaranteed Obligations received by Lender from Borrower or any other person, including by reason of the operation of any debtor relief laws now or hereafter enacted, then Guarantor agrees to pay to Lender on demand an amount equal to the amount so required to be refunded or relinquished, it being expressly agreed that the obligations of Guarantor shall not be treated as having been discharged by the original payment to Lender giving rise to such refund or relinquishment, and this Guaranty shall be treated as having remained in full force and effect for any such refund or relinquishment so made by Lender as well as for any amounts not theretofore paid to Lender on account of such Guaranteed Obligations.

Section 2.5 Acknowledgment of Other Rights. Nothing herein shall: (a) constitute a waiver, release or impairment of any obligation evidenced by the Loan Documents including any right which Lender may have under Sections 506(a), 506(b), 1111(b) or any other provision of the U.S. Bankruptcy Code to file a claim for the full amount of the indebtedness secured by the Mortgage or to require that all of the Property shall continue to secure all of the indebtedness owed to Lender pursuant to the Loan Documents; (b) affect the validity or enforceability of any indemnity, guaranty or similar instrument made in connection with any Loan Document; (c) impair the right of Lender to obtain the appointment of a receiver; or (d) impair the enforcement of any of Lender's other rights, including rights to realize upon any collateral.

ARTICLE III

NATURE OF GUARANTOR'S OBLIGATIONS

Section 3.1 Primary Obligation of Guarantor. This is a guaranty of payment and performance and not just of collection. The liability of Guarantor under this Guaranty is primary, direct and immediate and not conditional or contingent upon the pursuit of any remedies against Borrower or any other person, nor against securities or liens available to Lender, Lender's successors, successors in title, endorsees or assigns. This Guaranty shall not be affected by any circumstance that constitutes a legal or equitable discharge of a guarantor or surety other than indefeasible payment in full of all of the Guaranteed Obligations. Lender may enforce this Guaranty notwithstanding the existence of any dispute between Lender and Borrower with respect to the existence of a breach or default of the Guaranteed Obligations. Guarantor hereby waives any right to require that an action be brought against Borrower or any other person or to require that resort be had to any security or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or any other person, if any. This Guaranty shall be irrevocable by Guarantor. If Guarantor pays any amount hereunder and it is later determined that: (i) neither Borrower nor Guarantor is liable as determined by a final order of a court of competent jurisdiction after all appeals have been exhausted, then Lender shall promptly reimburse Guarantor the amount paid; or (ii) either Borrower or Guarantor is liable, but for an amount more than the amount paid by Guarantor, then, Guarantor shall promptly pay to Lender the amount of any shortfall; or (iii) either Borrower or Guarantor is liable, but for an amount less than the amount paid by Guarantor, then Lender shall promptly reimburse Guarantor for the excess. Notwithstanding the foregoing, Lender may deduct all reasonable costs and expenses incurred by Lender before returning any amounts paid to Guarantor.

Section 3.2 No Waiver by Lender. Guarantor agrees that notwithstanding any and all omissions or delays by Lender in exercising any rights under this Guaranty or any of the other Loan Documents, any and all forbearances and extensions of the time of payment of the Loan, and any and all substitutions, exchanges or releases of all or any part of the collateral therefor, Guarantor shall remain liable, notwithstanding any action, omission or thing which might otherwise operate as a legal or equitable discharge of Borrower or Guarantor.

Section 3.3 Order of Enforcement. Upon Borrower's default, Lender, at Lender's election, may proceed against Guarantor with or without: (a) joining in any such action Borrower or any other indemnitor or guarantor; (b) commencing any action against or obtaining any judgment against Borrower; or (c) commencing any proceeding to enforce the Loan Documents.

Section 3.4 Effect of Unenforceability of Loan Documents or Bankruptcy. Guarantor agrees that Guarantor's obligations hereunder shall not be impaired, modified, changed, released or limited in any manner whatsoever by any invalidity, irregularity or unenforceability of all or any part of the Loan Documents or by any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding under any debtor relief laws relating to Borrower, Guarantor, any other guarantor or indemnitor, or any affiliate of any of them. The liability of Guarantor hereunder is primary and unconditional and shall not be subject to any offset, defense (other than the defense of prior payment in full) or counterclaim.

Section 3.5 Payment on Demand. Guarantor agrees that all obligations of Guarantor hereunder shall be due and payable on demand.

Section 3.6 Survival. The obligations of Guarantor hereunder shall survive a foreclosure of the Mortgage and/or conveyance of all or any portion of the Property in lieu of a foreclosure of the Mortgage until the non-contestable repayment in full of the Loan.

Section 3.7 Rights of Lender to Deal with Collateral, Borrower and Other Persons.

3.7.1 Rights to Release or Substitute. Guarantor hereby consents and agrees that Lender may at any time, and from time to time, without thereby releasing Guarantor from any liability hereunder and without notice to or further consent from Guarantor, either with or without consideration: (a) release or surrender any lien, security interest or other security of any kind or nature whatsoever held by Lender or by any person, firm or corporation on Lender's behalf or for Lender's account, securing any of the Guaranteed Obligations; (b) substitute for any collateral so held by Lender, other collateral of like kind, or of any kind; (c) modify the terms of the Note(s) or any of the other Loan Documents; (d) extend or renew the Note(s) for any period; and (e) grant releases, compromises and indulgences with respect to the Note(s) or any of the other Loan Documents and to any persons or entities now or hereafter liable thereunder or hereunder;
(f) release any other guarantor, surety, endorser or accommodation party of the Note(s) or any other Loan Documents; or (g) take or fail to take any action of any type whatsoever.

3.7.2 No Affect on Guaranty. No action which Lender shall take or fail to take in connection with the Notes or any of the other Loan Documents, or any of them, or any security for the payment of the indebtedness of Borrower to Lender or for the performance of any of the Guaranteed Obligations or other undertakings of Borrower, nor any course of dealing with Borrower or any other person, shall release Guarantor's obligations under this Agreement, affect this Guaranty in any way, or afford Guarantor any recourse against Lender.

3.7.3 Renewals and Modifications. The provisions of this Guaranty shall extend and be applicable to all renewals, amendments, extensions, consolidations, restatements and modifications of the Note(s) and the other Loan Documents, and any and all references herein to the Note(s) and the other Loan Documents shall be deemed to include any such renewals, extensions, amendments, consolidations, restatements or modifications thereof, provided that none of the foregoing materially increases the scope or extent of the Guaranteed Obligations.

Section 3.8 No Contest with Lender; Subordination

3.8.1 No Set-Off or Counterclaim Against Borrower. So long as any portion of the Loan and/or the Guaranteed Obligations remain unpaid, Guarantor will not, by paying any sum recoverable hereunder (whether or not demanded by Lender) or by any means or on any other ground, claim any set-off or counterclaim against Borrower in respect of any liability of Borrower to Guarantor or, in proceedings under the U.S. Bankruptcy Code or other insolvency proceedings of any nature, prove in competition with Lender in respect of any payment hereunder or be entitled to have the benefit of any counterclaim or proof of claim or dividend or payment by or on behalf of Borrower or the benefit of any other security for any Guaranteed Obligation which, now or hereafter, Lender may hold or in which Lender may have any share.

3.8.2 Subordination by Guarantor. So long as any portion of the Loan remains unpaid, Guarantor hereby subordinates any and all indebtedness of Borrower now or hereafter owed to Guarantor to all of the Guaranteed Obligations and any other indebtedness of Borrower to Lender and agrees with Lender that:

(a) Guarantor shall not demand or accept any payment from Borrower on account of such indebtedness;

(b) Guarantor shall not claim any offset or other reduction of Guarantor's obligations under this Guaranty because of any such indebtedness;

(c) Guarantor shall not take any action to obtain any interest in any of the security described in and encumbered by the Loan Documents because of any such indebtedness; and

(d) Guarantor shall not be entitled to receive and hereby waive the right to receive any distributions or fees from Borrower until the Loan is paid in full except to the extent expressly permitted under the Mortgage.

3.8.3 Collection for Lender. Notwithstanding the foregoing, so long as any portion of the Loan remains unpaid, if Lender so requests, any indebtedness of Borrower now or hereafter owed by Borrower to Guarantor shall be collected, enforced and received by Guarantor in trust as trustee for Lender and be paid over to Lender on account of the indebtedness of Borrower and/or Guarantor to Lender, but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty except to the extent the principal amount of such outstanding indebtedness shall have been reduced by such payment.

Section 3.9 Business Failure, Bankruptcy or Insolvency

3.9.1 Proofs of Claim. In the event there shall be pending any bankruptcy or insolvency case or proceeding with respect to Guarantor under the U.S. Bankruptcy Code or any other applicable debtor relief law or in connection with the insolvency of Guarantor, or if a liquidator, receiver, or trustee shall have been appointed for Guarantor or Guarantor's properties or assets, Lender may file such proofs of claim and other papers or documents as Lender may deem to be necessary or advisable in order to have the claims of Lender allowed in any proceedings relative to Guarantor, or any of Guarantor's properties or assets, and, irrespective of whether the Guaranteed Obligations shall then be due and payable, by declaration or otherwise, Lender shall be entitled and empowered to file and prove a claim for the whole amount of any sums or sums owing with respect to the Guaranteed Obligations, and to collect and receive any moneys or other property payable or deliverable on any such claim. Guarantor shall cooperate in good faith with Lender in connection with the foregoing.

3.9.2 Continuing Obligations. So long as any portion of the Loan remains unpaid, Guarantor shall not, without the prior written consent of Lender, commence, consent to or join with any other person or entity in commencing any bankruptcy, reorganization or insolvency proceedings of or against Borrower. The obligations of Guarantor under this Guaranty shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or Guarantor or by any defense that Borrower or Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such case or proceeding. Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations that accrues after the commencement of any proceeding referred to above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantor and Lender that the Guaranteed Obligations that are guaranteed by Guarantor hereunder should be determined without regard to any rule of law or order that may relieve Borrower of any portion of such Guaranteed Obligations.

3.9.3 Admission of Cause. If: (a) there is filed by or against Borrower or Guarantor a petition or answer or consent seeking relief under the U.S. Bankruptcy Code or any other applicable debtor relief law; (b) Borrower or Guarantor consents to the institution of proceedings thereunder or the filing of such petition or order; (c) Borrower or Guarantor makes an assignment for the benefit of creditors; (d) Borrower or Guarantor fails generally to pay its debts as they come due; (e) there shall be instituted a proceeding for the winding up or liquidation of the affairs of Borrower or Guarantor; or
(f) there shall be instituted a proceeding for the appointment of any liquidator, assignee, trustee, sequestrator (or similar official) with respect to Borrower or Guarantor or any portion of their respective properties, then Guarantor hereby stipulates and agrees to the fullest extent permitted by law that, to the extent such stay may be applicable as between Lender and Borrower or Guarantor, this constitutes "Cause" under Section 362(d) of the Bankruptcy Code to lift the automatic stay and Lender shall be entitled, subject to approval of the Bankruptcy Court, and, to the extent court relief from the stay is necessary or deemed advisable by Lender, Guarantor irrevocably consents to relief from, and Guarantor shall not defend against or oppose any motion to lift, any automatic stay imposed by
Section 362 of the Bankruptcy Code, or otherwise, to allow Lender to exercise all rights and remedies available to Lender, including foreclosure, as provided in the Loan Documents and as otherwise provided by law, and Guarantor hereby irrevocably waive any right to object to relief from such automatic stay.

ARTICLE IV

WAIVERS BY GUARANTOR

Section 4.1 Waivers. Guarantor hereby agrees that Guarantor's obligations under this Guaranty shall not be affected or impaired by, and hereby waives and agrees not to assert or take advantage of any defense based on any of the following:

(a) the incapacity or lack of authority of Borrower or Guarantor or any other person or entity, the death or disability of Borrower or Guarantor or any other person or entity, or the failure of Lender to file or enforce a claim against the estate
(either in administration, bankruptcy or in any other proceeding) of Borrower or any other person or entity;

(b) the dissolution or termination of existence of Borrower or Guarantor;

(c) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of Borrower or Guarantor;

(d) the voluntary or involuntary receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, assignment, composition, or readjustment of, or any similar proceeding affecting, Borrower, Guarantor or any of Borrower's or Guarantor's properties or assets;

(e) failure to make or give notice of acceptance, demand, presentment for payment, protest and notice of protest, demand, dishonor and nonpayment and all other notices except as expressly required in the Loan Documents, including the failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or Guaranteed Obligations or of any action or non-action on the part of Borrower, Lender, any endorser or creditor of Borrower or of Guarantor or on the part of any other person whomsoever under this Guaranty or any other Loan Document, or any and all other notices whatsoever to which Guarantor might otherwise be entitled;

(f) any failure or delay of Lender to commence an action against Borrower, to assert or enforce any remedies against Borrower under the Note(s) or any of the other Loan Documents, or to realize upon any security;

(g) any failure of any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know regarding Borrower, whether such facts materially increase the risk to Guarantor or not;

(h) any lack of diligence by Lender in collection, protection or realization upon any collateral securing the payment or performance of the Guaranteed Obligations;

(i) the invalidity or unenforceability of the Notes or any of the Loan Documents;

(j) the compromise, settlement, release or termination of any of the Guaranteed Obligations;

(k) the failure of Lender to perfect any security or to extend or renew the perfection of any security;

(l) any right or claim of right to cause a marshaling of the assets of Guarantor or any other party;

(m) any right to require Lender (i) to proceed against Borrower or any other person, (ii) to proceed against or exhaust any security held by Lender at any time, or (iii) to pursue any other remedy in Lender's power or under any other agreement, in any case, before proceeding against Guarantor hereunder;

(n) any defense based upon an election of remedies, splitting a cause of action or merger of judgments;

(o) any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty;

(p) any facts, or any duty on the part of Lender to disclose to Guarantor any facts, Lender may now or hereafter know about Borrower or the Property, regardless of whether Lender (i) has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, (ii) has reason to believe that such facts are unknown to Guarantor, or
(iii) has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping itself informed of the financial condition of Borrower, the financial and physical condition of the Property and all other circumstances bearing on the risk that liability may be incurred by Guarantor hereunder;

(q) any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Loan Documents;

(r) any deficiency in the collateral for the Loan or any deficiency in the ability of Lender to collect or obtain performance from any persons now or hereafter liable for the payment and performance of any obligation guaranteed hereby;

(s) any claim that the automatic stay provided by 11 U.S.C. 362 (arising upon the voluntary or involuntary bankruptcy proceeding of Borrower) or any other stay provided under any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, shall operate or be interpreted to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any of Lender's rights, whether now existing or hereafter acquired, which Lender may have against Guarantor, Borrower or the Property or any other collateral for the Loan or this Guaranty;

(t) any modifications of the Loan Documents or any obligation of Borrower relating to the Loan by operation of law or by action of any court, whether pursuant to the U.S. Bankruptcy Code or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, or otherwise;

(u) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal;

(v) to the fullest extent permitted by law, any other legal, equitable or surety defenses whatsoever to which Guarantor might otherwise be entitled, it being the intention that the obligations of Guarantor hereunder are absolute, unconditional and irrevocable; or

(w) the purchase by Lender of other indebtedness obligations or rights of Guarantor or Borrower.

Guarantor covenants and agrees that, upon the commencement of a voluntary or involuntary bankruptcy proceeding by or against Borrower, Guarantor shall not seek or cause Borrower or any other person to seek a supplemental stay or other relief, whether injunctive or otherwise, pursuant to 11 U.S.C. ? 105 or any other provision of the U.S. Bankruptcy Code or any other debtor relief law (whether statutory, common law, case law or otherwise) of any jurisdiction whatsoever, now or hereafter in effect, which may be or become applicable, to stay, interdict, condition, reduce or inhibit the ability of Lender to enforce any rights of Lender against Guarantor or the collateral for the Loan by virtue of this Guaranty or otherwise.

Section 4.2 Suretyship and Guaranty Waivers. WITHOUT LIMITING THE FOREGOING, GUARANTOR HEREBY WAIVES NOTICE OF: (A) LENDER'S ACCEPTANCE OF THIS GUARANTY; (B) ANY GRANT TO LENDER OF A SECURITY INTEREST, LIEN OR ENCUMBRANCE IN OR ON ANY ASSETS OF BORROWER; (C) LENDER'S RELEASE OR WAIVER OF THIS GUARANTY, OR ANY OBLIGATION OF GUARANTOR HEREUNDER, OR ANY PARTY'S GUARANTEE OF THE NOTES OR ANY SECURITY INTEREST, LIEN OR ENCUMBRANCE IN ANY OTHER PARTY'S ASSETS GIVEN TO LENDER TO SECURE THE NOTES, THIS GUARANTY OR ANY OTHER PARTY'S GUARANTEE; (D) LENDER'S RELEASE, WAIVER OR MODIFICATION OF THE NOTES OR ANY OTHER LOAN DOCUMENTS; (E) PRESENTMENT, DEMAND, NOTICE OF DEFAULT, INTENT TO ACCELERATE THE NOTES, ACCELERATION, NON-PAYMENT, PARTIAL PAYMENT AND PROTEST AND ALL OTHER NOTICES OR FORMALITIES TO WHICH GUARANTOR MAY BE ENTITLED EXCEPT AS SPECIFICALLY PROVIDED IN THE LOAN DOCUMENTS; (F) ALL SURETYSHIP DEFENSES OF EVERY KIND AND NATURE; (G) EXTENSIONS OF TIME OF PAYMENT OF THE NOTES GRANTED TO BORROWER; AND (H) ACCEPTANCE FROM BORROWER OR GUARANTOR (OR ANY OTHER PARTY) OF ANY PARTIAL PAYMENT OR PAYMENTS OF ANY GUARANTEED OBLIGATIONS OR ANY COLLATERAL SECURING THE PAYMENT THEREOF OR THE SETTLEMENT, SUBORDINATION, DISCHARGE OR RELEASE OF THE NOTES OR ANY GUARANTEED OBLIGATIONS. GUARANTOR AGREES THAT LENDER MAY HAVE OR AT ANY TIME MAY TAKE ANY OR ALL OF THE FOREGOING ACTIONS IN SUCH MANNER, UPON SUCH TERMS AND AT SUCH TIMES AS LENDER, IN LENDER'S SOLE DISCRETION, DEEMS ADVISABLE, WITHOUT IN ANY WAY IMPAIRING, AFFECTING, REDUCING OR RELEASING GUARANTOR FROM GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY AND GUARANTOR HEREBY CONSENTS TO EACH OF THE FOREGOING ACTIONS.

Section 4.3 Waiver of Subrogation. GUARANTOR HEREBY SUBORDINATES TO ANY CLAIM OF LENDER ANY RIGHT OF SUBROGATION OR CLAIM FOR REIMBURSEMENT GUARANTOR MAY HAVE AGAINST BORROWER IN CONNECTION WITH ANY PAYMENTS MADE TO LENDER PURSUANT TO THE PROVISIONS OF THIS GUARANTY UNTIL LENDER HAS BEEN PAID ALL AMOUNTS DUE TO THE LENDER PURSUANT TO THE LOAN DOCUMENTS.

ARTICLE V

RIGHTS AND REMEDIES OF LENDER

Section 5.1 Breach of Guaranteed Obligations. Upon an Event of Default (as defined in any one of the Loan Documents), Lender shall have the right to enforce Lender's rights, powers and remedies hereunder or under any other agreement, document or instrument now or hereafter evidencing, securing or otherwise relating to the Guaranteed Obligations, in any order, and all rights, powers and remedies available to Lender in such event shall be nonexclusive and cumulative of all other rights, powers and remedies provided thereunder or hereunder or by law or in equity.

Section 5.2 Exercise of Remedies. Guarantor hereby authorizes and empowers Lender upon an Event of Default (as defined in any one of the Loan Documents), at Lender's sole discretion, and without notice to Guarantor, to exercise any right or remedy which Lender may have, including a secured party sale, exercise of rights of power of sale, acceptance of an assignment in lieu of a secured party's sale, or exercise of remedies against personal property.

Section 5.3 Right to Purchase at Foreclosure. At any public or private sale of any security or collateral for any of the Guaranteed Obligations, whether by foreclosure sale or otherwise, Lender may, in Lender's discretion, purchase all or any part of such security or collateral so sold or offered for sale for Lender's own account and may apply against the amount bid therefor all or any part of the balance due Lender pursuant to the terms of the Notes or any other Loan Document without prejudice to Lender's remedies hereunder against Guarantor under the Guaranteed Obligations to the extent not satisfied after such application. Lender shall have no obligation to account to Guarantor for any collateral purchased by Lender after such purchase.

Section 5.4 Partial Payments. If the Guaranteed Obligations are partially paid by reason of the election of Lender to pursue any of the remedies available to Lender, or if such Guaranteed Obligations are otherwise partially paid, this Guaranty shall nevertheless remain in full force and effect, and Guarantor shall remain liable for the entire balance of the Guaranteed Obligations even though any rights which Guarantor may have against Borrower may be destroyed or diminished by the exercise of any such remedy.

Section 5.5 Independent Obligations. The obligations of Guarantor hereunder are independent of the obligations of Borrower, any members, partners, joint venturers, officers, directors, shareholders, trustees or beneficiaries (as applicable) of Borrower or any other person under the other Loan Documents, including the obligations of any other guarantor, and a separate action or actions may be brought and prosecuted against Guarantor, whether or not any action is brought against Borrower or any of such other persons and whether or not Borrower is joined in any such action or actions.

Section 5.6 Application of Payments. Guarantor hereby authorizes Lender, without notice to Guarantor, to apply all payments and credits received from Borrower or Guarantor or realized from any security in such manner and in such priority as Lender in Lender's sole judgment shall see fit to the Guaranteed Obligations or the indebtedness, obligation and undertakings of the Guarantor hereunder.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Lender's Right to Transfer. Guarantor acknowledges and agrees that Lender may, at any time and from time to time, (a) sell, transfer, assign and convey all or any portion of Lender's right, title and interest in and to the Loan, this Guaranty and the Loan Documents, any guarantees given in connection with the Loan and any collateral given to secure the Loan (b) grant or issue one or more participations in any portion of Lender's right, title and interest in and to the Loan, this Guaranty and the Loan Documents, any guarantees given in connection with the Loan and any collateral given to secure the Loan, or (c) consummate one or more private or public securitizations of rated single or multi-class securities secured by or evidencing ownership interests in all or any portion of the Loan, this Guaranty and the Loan Documents, any guarantees given in connection with the Loan and any collateral given to secure the Loan, or a pool of assets that includes one or more or all of the foregoing.

Section 6.2 Disclosure of Information. Guarantor acknowledges and agrees that Lender may forward to each prospective purchaser, transferee, assignee, servicer, participant or investor in the Loan, this Guaranty or the Loan Documents, all documents and information which Lender now has or may hereafter acquire relating to the Loan, the Guarantor and the Property, whether furnished by Borrower or otherwise, as Lender determines necessary or desirable, subject to usual restrictions concerning the confidentiality of such information.

Section 6.3 Loan Servicing. Without limiting the foregoing provisions of Section 6.2 above, Guarantor acknowledges that Lender may, in its sole discretion, retain and replace any loan servicer in connection with the Loan. Guarantor shall cooperate in good faith with Lender and any such loan servicer regarding the servicing of the Loan, including in connection with the replacement of any loan servicer.

Section 6.4 Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy under this Guaranty, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any right or remedy. Lender's acceptance of payment of any sum due under this Guaranty after the due date of such payment shall not be a waiver of Lender's rights to either require prompt payment when due of all other sums due under this Guaranty or to declare a default for failure to make prompt payment. Lender's receipt of any awards, proceeds, or damages under the Mortgage shall not operate to cure or waive Guarantor's default in payment of sums due under this Guaranty. With respect to all Loan Documents, only waivers specifically and expressly made in writing by Lender shall be effective against Lender. References in this Guaranty or any other Loan Document, if any, to the "continuance of an Event of Default" or words of similar import shall not be deemed or construed to mean that Lender is agreeing to excuse or to extend the time by which Borrower or Guarantor, as the case may be, may cure such Event of Default or to delay or waive Lender's right to exercise any rights or remedies to which Lender may be entitled by reason of such Event of Default.

Section 6.5 Relationship. The relationship between Lender and Guarantor shall be that of indemnitee-indemnitor only. No term in this Guaranty or in the other Loan Documents and no course of dealing between or among the parties shall be deemed to create any relationship of agency, partnership or joint venture or any fiduciary duty by Lender to any other party.

Section 6.6 Successors and Assigns Bound; Liability; and Agents. The covenants and agreements contained in this Guaranty shall bind, and the rights thereunder shall inure to, the respective successors and assigns of Lender and successors and permitted assigns of Guarantor. In exercising any rights under this Guaranty or any of the other Loan Documents or taking any actions provided for herein or therein, Lender may act through Lender's respective employees, agents or independent contractors as authorized by Lender.

Section 6.7 Next Business Day. Whenever any performance obligation shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. A "Business Day" under this Section 6.7 shall be defined as a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

Section 6.8 Time of Essence. Time is of the essence of this Guaranty and the other Loan Documents and the performance of each of the obligations, undertakings, covenants and agreements contained herein and therein.

Section 6.9 Entire Agreement. This Guaranty and the other Loan Documents embody the final, entire agreement between the parties hereto and supersede any and all prior commitments, agreements, representations and understandings, whether written or oral, relating to the subject matter hereof and thereof and may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the parties hereof.

Section 6.10 Counterparts. To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. The signature and acknowledgment of, or on behalf of, each party, or the signature and acknowledgment of all persons required to bind any party need not appear on each counterpart. Signature pages and acknowledgment pages may be detached from this Guaranty without impairing the legal effects of the signature(s) thereon and attached to a counterpart original to form a fully- executed original of this Guaranty. All counterparts shall be deemed an original for all purposes and collectively constitute a single instrument.

Section 6.11 Rights Cumulative. Each right and remedy of Lender under this Guaranty, the Notes, the Mortgage and any other Loan Documents, shall be in addition to every other right and remedy of Lender and such rights and remedies may be enforced separately or in any combination.

Section 6.12 Notices. Any notice given or required to be given under this Guaranty shall be given and deemed delivered in accordance with the Mortgage.

Section 6.13. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of New York, but not including the choice of law rules thereof, and shall take effect as a sealed instrument. The parties hereby submit to the exclusive jurisdiction of the State and Federal Courts sitting in and for the City and County of New York, New York in respect of any and all actions arising under this Agreement, and waive any objections or challenges to personal jurisdiction, venue or the convenience of forum in any such actions brought in any such court.

[PAGE ENDS HERE - SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the day and year first set forth above.

GUARANTOR:

POWER REIT, a Maryland real estate
Investment trust

By:_________________________________
Name: Arun Mittal
Title: Executive Vice President


PRESS RELEASE: July 15, 2013

Power REIT Announces Closing of Second Solar Transaction

OLD BETHPAGE, NY: July 15, 2013. On July 12, 2013, Power REIT (NYSE MKT: PW) closed on the previously announced acquisition of approximately 100 acres of land that supports over 20MW of utility scale solar projects located near Fresno, California. The solar projects benefit from long-term power purchase agreements with either Southern California Edison (SCE) or Pacific Gas & Electric (PG&E).

The total acquisition price was approximately $1.6 million, including transaction costs. The acquired land is leased pursuant to twenty-five (25) year lease agreements with total lease payments of $157,500 per annum commencing upon achieving commercial operation of the solar projects. The solar projects are currently in construction and are expected to commence operation in early 2014. The transaction was structured to provide for monthly interim lease payments commencing October 1, 2013 until the projects achieve commercial operation. The leases provide two extension options to the lessee at fair market rental rates that, if exercised, would take the leases through 2048.

The transaction was financed by acquisition bridge financing provided by Hudson Bay Partners, LP, ("HBP") an affiliate of our Chairman and CEO. The company intends to refinance the bridge financing with permanent debt and equity financing. As previously announced, the company recently refinanced a previous acquisition bridge financing from HBP related to its 2012 acquisition of a solar power property in Massachusetts with long term debt from a regional bank.

David Lesser, Chairman & CEO commented, "we expect to generate equity yields in the mid to high-teens upon securing permanent financing for this new acquisition. We project the transaction will be accretive to earnings beginning in 2014. This acquisition advances a number of our business objectives, including demonstrating our ability to invest in late stage development and in-construction transactions and establishing a presence for us in California, the most active solar market in the U.S."

About Power REIT

Power REIT is a real estate investment trust focused on the acquisition of real estate related to infrastructure assets, with a core focus on renewable energy assets. Power REIT is actively seeking to expand its real estate portfolio within the renewable energy sector and is pursuing investment opportunities within solar, wind, hydroelectric, geothermal, transmission and other infrastructure projects that qualify for REIT ownership. For more information on Power REIT, please visit our website at: http://www.pwreit.com/.

Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words "believe," "expect," "will," "anticipate," "intend," "estimate," "would," "should," "project," "plan," "assume" or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this press release regarding Power REIT's future strategy, future operations, projected financial position, estimated future revenues, projected costs, future prospects, the future of Power REIT's industries and results that might be obtained by pursuing management's current or future plans and objectives are forward-looking statements. Over time, Power REIT's actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by Power REIT's forward-looking statements, and such differences may be significant and materially adverse to Power REIT's security holders.

All forward-looking statements reflect Power REIT's good-faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, Power REIT disclaims any obligation to publicly update or revise any forward-looking statements to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. For a further discussion of factors that could cause Power REIT's future results or financial condition to differ materially from any forward-looking statements, see the sections entitled "Risk Factors" in Power REIT's registration statements and quarterly and annual reports as filed by Power REIT from time to time with the Securities and Exchange Commission.

Investor Relations

Please contact Power REIT for further information or for business opportunities:

Power REIT
301 Winding Road
Old Bethpage, NY 11804
212-750-0373
ir@pwreit.com
http://www.pwreit.com/