THIRD AMENDMENT TO BELO 2004 EXECUTIVE COMPENSATION PLAN

Exhibit 10.18.1

PURCHASE AND SALE AGREEMENT

      This Purchase and Sale Agreement (this "Agreement") is made and effective this 27th day of June, 2008 by and between Eastern Avenue Properties, LLC , a Vermont limited liability company with an address of 151 Hastings Hill, St. Johnsbury, VT 05819 ("Purchaser"), and Merchants Bank , a Vermont financial institution with an address of 275 Kennedy Drive, South Burlington, VT 05403 ("Seller").

      NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which each party hereto acknowledges to the other, Purchaser and Seller hereby agree as follows:

      1.     Subject Matter . Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer and deliver to Purchaser: (a) Approximately 2.94 acres of land, located at and known as 275 Kennedy Drive, South Burlington, VT, as is more particularly described on Exhibit A, attached hereto, with all improvements thereon, including 40,000 + square foot building currently used as Seller's Operations Center (collectively the "Land & Improvements"); and (b) those items of personal property and fixtures which are described on Exhibit B , attached hereto, as included in the sale (the "Personal Property") (the Land & Improvements and the Personal Property are referred to herein, collectively, as the "Property").

      2.     Purchase Price . The purchase price for the Property to be paid by Purchaser to Seller (the "Purchase Price") is FIVE MILLION SEVEN HUNDRED THOUSAND and 00/100 Dollars ($5,700,000.00), to be allocated as follows:

A.

Land:

$    222,338.00

B.

Land and Improvements:

$    463,820.00

C.

Building:

$ 4,021,422.00

C.

Personal Property:

$    992,420.00

      3.     Deposit . There is no deposit.

      4.     Closing .

      A.    The closing hereunder (the "Closing") shall take place on or before August 31, 2008 at a time and location as shall be mutually agreed upon by Purchaser and Seller. Time is of the essence and neither party shall be obligated to extend the date for Closing. At the Closing, (a) the Purchaser shall pay to the Seller, by cash or wire transfer, the Purchase Price, as may be adjusted pursuant to Paragraph 6, below, and (b) the Seller shall deliver to the Purchaser an executed warranty deed and bill of sale for the Property. In addition, the parties shall execute a Vermont Property Transfer Tax Return, Vermont Land Gains Withholding and Tax Returns, if applicable, and such other documents as may be required to complete the transaction contemplated herein.

      B.    Notwithstanding the foregoing provision for Closing on or before August 31, 2008, if Purchaser gives written notice to Seller of its willingness to close on or before June 30, 2008, such notice to be given not later than ten business days prior to

Purchaser's proposed advanced date for Closing, and if the Closing thereafter occurs on or before June 30, 2008, Seller shall add the following items to the Personal Property included in the sale: Vault and vault door; and Generator.

      5.     Transfer Costs . Purchaser shall be liable for payment of one-third of the Vermont Property Transfer Tax due on account of the sale of the Land & Improvements. Seller shall be liable for payment of two-thirds of the Vermont Property Transfer Tax due on account of the sale of the Land & Improvements. Seller shall be responsible for any land gains tax due on account of the sale of the Land & Improvements. Each party shall pay its own legal fees incurred in connection with this Agreement and the transaction contemplated herein.

      6.     Adjustments . [NOT APPLICABLE]

      7.     Possession and Occupancy . Possession and occupancy of the Property shall be given by Seller to Purchaser upon Closing.

      8.     Examination of Title . Purchaser shall promptly cause the title to the Property to be examined. Purchaser shall notify Seller in writing no later than May 30, 2008, of any encumbrances or defects which cause title to the Property to be unmarketable under Vermont law. In the event of notification of such encumbrances or defects, Seller shall have until 30 days from the date of notification, to cure any such encumbrances or defects in order that title to the Property shall be marketable. In the event Seller fails or is otherwise unable to cure any such encumbrances or defects by such date, Purchaser may terminate this Agreement by giving written notice to Seller, and all rights and obligations of the parties hereunder shall terminate. At any time prior to the termination of this Agreement, Purchaser shall have in its sole discretion the right to elect to accept such title as Seller can deliver to the Property in its then condition and to pay therefor the Purchase Price, in which case Seller shall convey such title to the Property.

      It is understood and agreed that the title herein required to be furnished by Seller shall be marketable and the marketability thereof shall be determined in accordance with the Vermont Marketable Title Act (27 V.S.A. §601 et seq.).

      9.     Conditions to Closing .

      A.     Leaseback . It shall be a condition of closing that Purchaser, as lessor, and Seller, as lessee, shall have entered an absolute net Lease in the form of Exhibit C , attached hereto, providing for a term of ten years, with two five-year renewal options, with annual rental of $483,000 for years 1 - 10, $556,600 for years 11 - 15, and $612,260 for years 16 - 20.

      B.     Financing . It shall be a condition of closing that Purchaser's affiliate, Northeast Kingdom Hotels, Inc. ("NE Hotels"), as borrower, and Seller, as lender, shall have entered a loan agreement providing for a loan of between $3,500,000 - $3,700,000, with a fixed annual interest rate of 6.50%, a term of ten years, and 20-year amortization (the "New Loan"). The New Loan shall be secured by a shared first mortgage of the Comfort Inn property owned by NE Hotels and located in St. Johnsbury, VT (the

"Comfort Inn Property"). The New Loan shall be guaranteed by Murphy Realty Company, Inc., a Vermont corporation with a place of business in St. Johnsbury, VT. The New Loan shall not be subject to prepayment; provided, however, in the event of sale of the Comfort Inn Property, the mortgage for the New Loan may be transferred to mutually satisfactory alternate property. Seller acknowledges that, in the event that the transaction contemplated herein does not close, all prepayment penalties associated with the New Loan shall be waived by Seller.

      In connection with the New Loan, the Seller, as lender, shall amend its existing $2,900,000 loan to NE Hotels, which is currently secured by the Comfort Inn Property (the "