LIMITED RECOURSE SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, LTC Global, Inc., a Nevada corporation (“ Maker ”), promises to pay, subject to the terms and conditions contained herein, to the order of Penn Treaty American Corporation, a Pennsylvania corporation (“ Payee ”), in lawful money of the United States of America, the principal sum of FIVE MILLION DOLLARS ($5,000,000), in the manner provided below.

This Note has been executed and delivered pursuant to and in accordance with the terms and conditions of the Termination and Limited Release Agreement, dated as of the date hereof, between Maker and Payee (the “ Termination Agreement ”).  This Note replaces the Promissory Note, dated as of November 5, 2008, in the original principal amount of $10,250,000, issued by Maker in favor of Payee.

1.   Payments .

1.1.   Interest .  The principal amount outstanding under this Note shall accrue interest at a rate equal to 0.721% per month.

1.2.   Payments .  Principal and accrued interest under this Note shall be paid in monthly installments (each, a “ Monthly Installment Payment ”) on the fifteenth (15 ^th ) day of each month (each, an “ Installment Payment Date ”), commencing on May 15, 2009, until the Maturity Date (as defined below) in an amount equal to the greater of (a) the aggregate amount of Commissions (as defined below) received by Maker or its affiliates during the immediately preceding month (the “ Monthly Commission Based Payment ”) or (b) the Minimum Required Payment (as defined below) as of such Installment Payment Date.  For purposes of this Note, “ Minimum Required Payment ” shall mean, as of the applicable Installment Payment Date, 1.00721 times the Guarantee Balance (as defined below) as calculated for the prior month, minus the Maximum Guarantee Balance for such Installment Payment Date as set forth on Schedule A hereto, if positive.  For the purposes of this Note, “ Guarantee Balance ” means, as of an Installment Payment Date, the difference of (i) the product of (A) 1.00721 times (B) the Guarantee Balance as calculated for the prior month over (ii) the sum of (x) the Monthly Installment Payment for such Installment Payment Date and (y) any voluntary prepayments by the Maker made since the prior Installment Payment Date; provided that the prior month’s Guarantee Balance as of May 15, 2009 shall mean $2,500,000.  Notwithstanding anything herein to the contrary, all principal and accrued interest shall be due and payable on the Maturity Date.

1.3.   Maturity Date .  The earliest to occur of (a) the date on which the original principal amount of this Note and all accrued interest thereon is paid in full and (b) April 16, 2019.

1.4.   Collateral .  As collateral security for the prompt and complete payment when due of the original principal amount of this Note, accrued interest thereon (including any interest accruing thereon after maturity, or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Company, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other amounts due hereunder (in each case, whether at the stated maturity, by acceleration or otherwise) (collectively, the “ Obligations ”), Maker hereby grants to Payee a security interest in the Collateral (as defined below), now owned by Maker in which Maker has or at any time in the future may acquire any right title or interest.  Maker shall cause its affiliate, ACSIA Long Term Care, Inc., a Delaware corporation (“ ACSIA ”), to execute a mutually agreeable security agreement granting a security interest to Payee in the Collateral owned by ACSIA, which security interest shall secure the Obligations.  As used herein, the term “ Collateral ” shall mean any and all commissions payable to Maker and ACSIA, from Penn Treaty Network America Insurance Company and American Network Insurance Company in connection with the solicitation, sale, production or servicing of long term care insurance policies in force on or prior to the date hereof (the “ Commissions ”), other than (i) commissions attributable to insurance policies produced by United Insurance Group Agency, Inc. or by Specialty Planners, Inc. (f/k/a Associated California State Insurance Agencies, Inc.), and (ii) commissions acquired by Maker or its affiliates by way of purchase or business combination after the date hereof.

1.5.   Manner of Payment .  All payments of principal and interest on this Note shall be made to Payee by wire transfer of immediately available funds to an account designated in writing by Payee.

1.6.   Maximum Amount .  Notwithstanding anything set forth herein to the contrary, in no event shall Maker be obligated to pay an aggregate principal amount hereunder in excess of $5,000,000 plus interest accrued thereon.

1.7.   Prepayment .  Maker may, without premium or penalty, at any time and from time to time, prepay all or any portion of the outstanding principal balance due under this Note.

2.   Events of Default; Remedies .

2.1.   Events of Default . The occurrence of any of the following events will deemed to be an “ Event of Default ” under this Note: (i) the nonpayment of principal, interest or other indebtedness under this Note on the date the same shall become due and payable, whether at maturity, by acceleration or otherwise; (ii) the failure of Maker to comply with or perform any of its obligations under the