RECORD AND RETURN TO:
                    Orrick, Herrington & Sutcliffe LLP
                             666 Fifth Avenue
                         New York, New York 10103
                         Attention:  Erin O'Brien




                DEED TO SECURE DEBT AND SECURITY AGREEMENT


                    ML HAMMOCKS AT LONG POINT, L.L.C.,


                                  GRANTOR


                                    TO


                        FIRST UNION NATIONAL BANK,


                                  GRANTEE


                       DATED: AS OF August __, 1999


                              County: Chatham
                             State of Georgia


                         FUNB Loan No. 26-5330594

DOCSNY1:601818.8
5-5 JK9

<PAGE>






          THIS  DEED  TO SECURE DEBT AND SECURITY AGREEMENT (this "Security
Deed") is made as of the  ____  day of August, 1999, by ML HAMMOCKS AT LONG
POINT,  L.L.C.,  a Georgia limited  liability  company  ("Grantor"),  whose
address is c/o Dorrie  E.  Green,  624  Ellis Street, 2{nd} Floor, Augusta,
Georgia 30901 in favor of FIRST UNION NATIONAL  BANK,  a  national  banking
association ("Grantee"), whose address is One First Union Center, DC6,  301
South College Street, Charlotte, North Carolina 28288-0166.

                           W I T N E S S E T H:

          THAT  FOR  AND  IN  CONSIDERATION  OF  THE  SUM OF TEN AND NO/100
DOLLARS  ($10.00),  AND  OTHER  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY  OF  WHICH  IS HEREBY ACKNOWLEDGED, GRANTOR HEREBY  IRREVOCABLY
GRANTS,  BARGAINS,  SELLS,  CONVEYS,  TRANSFERS,  PLEDGES,  SETS  OVER  AND
ASSIGNS, AND GRANTS A  SECURITY  INTEREST,  TO  Grantee, ITS SUCCESSORS AND
ASSIGNS, with power of sale, in all of Grantor's  estate,  right, title and
interest in, to and under any and all of the following described  property,
whether now owned or hereafter acquired (collectively, the "Property"):

          A. All  that  certain  real property situated at 25 Johnny Mercer
Boulevard, County of Chatham, State of Georgia, more particularly described
on EXHIBIT A attached hereto and incorporated herein by this reference (the
"Real Estate"), together with all  of  the  easements,  rights, privileges,
franchises,  tenements,  hereditaments and appurtenances now  or  hereafter
thereunto belonging or in  any  way  appertaining  and  all  of the estate,
right, title, interest, claim and demand whatsoever of Grantor  therein  or
thereto, either at law or in equity, in possession or in expectancy, now or
hereafter acquired;

          B. All  structures,  buildings and improvements of every kind and
description now or at any time hereafter  located  or  placed  on  the Real
Estate (the "Improvements");

          C. All   furniture,   furnishings,  fixtures,  goods,  equipment,
inventory  or personal property owned  by  Grantor  and  now  or  hereafter
located on,  attached  to or used in and about the Improvements, including,
but not limited to, all  machines,  engines,  boilers,  dynamos, elevators,
stokers,  tanks,  cabinets,  awnings,  screens,  shades,  blinds,  carpets,
draperies,  lawn  mowers,  and  all  appliances,  plumbing,  heating,   air
conditioning,    lighting,   ventilating,   refrigerating,   disposal   and
incinerating equipment,  and  all  fixtures  and appurtenances thereto, and
such other goods and chattels and personal property owned by Grantor as are
now or hereafter used or furnished in operating  the  Improvements,  or the
activities  conducted  therein,  and  all  building materials and equipment
hereafter situated on or about the Real Estate  or  Improvements,  and  all
warranties  and  guaranties relating thereto, and all additions thereto and
substitutions and  replacements therefor (exclusive of any of the foregoing
owned or leased by tenants of space in the Improvements);

          D. All  easements,  rights-of-way,  strips  and  gores  of  land,
vaults, streets, ways, alleys, passages, sewer rights, air rights and other
development rights  now or hereafter located on the Real Estate or under or
above the same or any  part  or  parcel  thereof,  and all estates, rights,
titles,  interests, tenements, hereditaments and appurtenances,  reversions
and remainders  whatsoever,  in any way belonging, relating or appertaining
to  the Real Estate and/or Improvements  or  any  part  thereof,  or  which
hereafter  shall  in  any  way  belong,  relate  or be appurtenant thereto,
whether now owned or hereafter acquired by Grantor;

          E. All  water,  ditches, wells, reservoirs  and  drains  and  all
water, ditch, well, reservoir and drainage rights which are appurtenant to,
located on, under or above  or  used  in connection with the Real Estate or
the Improvements, or any part thereof,  whether  now  existing or hereafter
created or acquired;

          F. All  minerals,  crops,  timber,  trees,  shrubs,  flowers  and
landscaping features now or hereafter located on, under  or  above the Real
Estate;

          G. All cash funds, deposit accounts and other rights and evidence
of rights to cash, now or hereafter created or held by Grantee  pursuant to
this  Security  Deed  or  any  other  of the Loan Documents (as hereinafter
defined), including, without limitation,  all  funds  now  or  hereafter on
deposit  in  the  Impound  Account  and  the  Replacement Reserve (each  as
hereafter defined);

          H. All  leases  (including,  without  limitation,  oil,  gas  and
mineral leases), licenses, concessions and occupancy  agreements  of all or
any  part  the  Real  Estate  or  the  Improvements  (each,  a  "Lease" and
collectively, "Leases"), whether written or oral, now or hereafter  entered
into  and  all rents, royalties, issues, profits, revenue, income and other
benefits (collectively,  the "Rents and Profits") of the Real Estate or the
Improvements, now or hereafter  arising from the use or enjoyment of all or
any portion thereof or from any present  or future Lease or other agreement
pertaining thereto or arising from any of  the  Contracts  (as  hereinafter
defined) or any of the General Intangibles (as hereinafter defined) and all
cash  or,  to  the extent permitted by law, securities deposited to  secure
performance by the  tenants,  lessees  or  licensees  (each, a "Tenant" and
collectively,  "Tenants"),  as applicable, of their obligations  under  any
such Leases, whether said cash  or  securities  are  to  be  held until the
expiration  of  the terms of said Leases or applied to one or more  of  the
installments of rent  coming  due  prior  to  the expiration of said terms,
subject to, however, the provisions contained in Section 1.11 hereinbelow;

          I. All  contracts and agreements now or  hereafter  entered  into
covering any part of the Real Estate or the Improvements (collectively, the
"Contracts") and all revenue, income and other benefits thereof, including,
without limitation,  management  agreements, service contracts, maintenance
contracts, equipment leases, personal  property leases and any contracts or
documents relating to construction on any  part  of  the Real Estate or the
Improvements (including plans, drawings, surveys, tests, reports, bonds and
governmental approvals) or to the management or operation  of  any  part of
the Real Estate or the Improvements;

          J. All  present  and future monetary deposits given to any public
or private utility with respect  to  utility services furnished to any part
of the Real Estate or the Improvements;

          K. All present and future funds,  accounts, instruments, accounts
receivable,  documents,  causes  of  action,  claims,  general  intangibles
(including without limitation, trademarks, trade  names,  servicemarks  and
symbols  now  or  hereafter  used  in  connection with any part of the Real
Estate or the Improvements, all names by  which  the  Real  Estate  or  the
Improvements  may  be  operated  or  known, all rights to carry on business
under such names, and all rights, interest and privileges which Grantor has
or may have as developer or declarant  under any covenants, restrictions or
declarations  now  or  hereafter  relating  to   the  Real  Estate  or  the
Improvements) and all notes or chattel paper now or  hereafter arising from
or  by  virtue  of  any  transactions  related  to the Real Estate  or  the
Improvements (collectively, the "General Intangibles");

          L. All  water  taps,  sewer  taps,  certificates   of  occupancy,
permits, licenses, franchises, certificates, consents, approvals  and other
rights and privileges now or hereafter obtained in connection with the Real
Estate  or  the  Improvements  and  all  present  and future warranties and
guaranties  relating  to  the  Improvements or to any equipment,  fixtures,
furniture, furnishings, personal  property  or  components  of  any  of the
foregoing  now or hereafter located or installed on the Real Estate or  the
Improvements;

          M. All   building   materials,  supplies  and  equipment  now  or
hereafter  placed  on  the Real Estate  or  in  the  Improvements  and  all
architectural renderings,  models, drawings, plans, specifications, studies
and data now or hereafter relating to the Real Estate or the Improvements;

          N. All right, title  and  interest  of  Grantor  in any insurance
policies or binders now or hereafter relating to the Property including any
unearned premiums thereon;

          O. All   proceeds,   products,   substitutions   and   accessions
(including  claims  and  demands therefor) of the conversion, voluntary  or
involuntary,  of any of the  foregoing  into  cash  or  liquidated  claims,
including, without  limitation,  proceeds  of  insurance  and  condemnation
awards; and

          P. All other or greater rights and interests of every  nature  in
the  Real  Estate  or the Improvements and in the possession or use thereof
and income therefrom, whether now owned or hereafter acquired by Grantor.

          THIS CONVEYANCE  IS INTENDED TO (I) OPERATE AND BE CONSTRUED AS A
DEED PASSING TITLE TO THE PROPERTY  TO  GRANTEE  AND  IS  MADE  UNDER THOSE
PROVISIONS OF THE EXISTING LAWS OF THE STATE OF GEORGIA RELATING  TO  DEEDS
TO  SECURE  DEBT,  AND  NOT AS A MORTGAGE AND (II) TO CONSTITUTE A SECURITY
AGREEMENT PURSUANT TO THE  GEORGIA UNIFORM COMMERCIAL CODE, AND IS GIVEN TO
SECURE THE FOLLOWING:

          (1) The debt evidenced  by  that  certain  promissory  note (such
promissory  note,  together  with  any  and  all  renewals,  modifications,
consolidations and extensions thereof, is hereinafter referred  to  as  the
"Note")  of even date with this Security Deed, made by Grantor to the order
of Grantee  in  the  original  principal  amount  of Eighteen Million Seven
Hundred Eighty-Seven Thousand and 00/100 Dollars ($18,787,000.00)  together
with interest as therein provided; which Note has a stated maturity date of
September 1, 2011;

           (2)  The  full and prompt payment and performance of all of  the
provisions, agreements,  covenants  and  obligations  herein  contained and
contained  in  any  other  agreements,  documents  or  instruments  now  or
hereafter  evidencing,  securing, guarantying or otherwise relating to  the
indebtedness evidenced by  the  Note,  including,  but  not limited to, the
Hazardous  Indemnity  Agreement  (as hereinafter defined) (the  Note,  this
Security  Deed,  and  such  other agreements,  documents  and  instruments,
together   with   any  and  all  renewals,   amendments,   extensions   and
modifications thereof,  are  hereinafter  collectively  referred  to as the
"Loan  Documents") and the payment of all other sums therein covenanted  to
be paid;

          (3) Any and all additional advances made by Grantee to protect or
preserve  the  Property  or the lien or security interest created hereby on
the  Property,  or  for  taxes,   assessments   or  insurance  premiums  as
hereinafter  provided  or for performance of any of  Grantor's  obligations
hereunder or under the other  Loan  Documents  or  for  any  other  purpose
provided herein or in the other Loan Documents (whether or not the original
Grantor  remains  the  owner of the Property at the time of such advances);
and

           (4) Any and all  other  indebtedness  now  owing  or  which  may
hereafter be  owing  by  Grantor to Grantee, including, without limitation,
all prepayment fees, however  and  whenever  incurred or evidenced, whether
express or implied, direct or indirect, absolute  or  contingent, or due or
to   become   due,   and   all   renewals,  modifications,  consolidations,
replacements and extensions thereof.

          (All of the sums referred  to in Paragraphs (1) through (4) above
are  herein  sometimes referred to as the  "secured  indebtedness"  or  the
"indebtedness secured hereby").

          TO HAVE AND TO HOLD the Property unto Grantee, its successors and
assigns forever, for the purposes and uses herein set forth, in fee simple,
forever.

          PROVIDED,  HOWEVER,  that  if  the principal and interest and all
other sums due or to become due under the  Note  or  under  the  other Loan
Documents,  including,  without  limitation,  any  prepayment fees required
pursuant to the terms of the Note, shall have been paid  at the time and in
the manner stipulated therein and all other sums payable hereunder  and all
other  indebtedness  secured  hereby  shall  have  been  paid and all other
covenants contained in the Loan Documents shall have been  performed, then,
in such case, this Security Deed shall be satisfied and the  estate, right,
title and interest of Grantee in the Property shall cease, and upon payment
to  Grantee of all costs and expenses incurred for the preparation  of  the
release  hereinafter  referenced and all recording costs if allowed by law,
Grantee shall release this  Security  Deed  and  the  lien hereof by proper
instrument.

                                 ARTICLE I
                           COVENANTS OF GRANTOR

          For  the  purpose  of  further securing the indebtedness  secured
hereby and for the protection of the security of this Security Deed, for so
long as the indebtedness secured hereby or any part thereof remains unpaid,
Grantor covenants and agrees as follows:

           1.1  WARRANTIES  OF  GRANTOR.    Grantor,  for  itself  and  its
successors and assigns, does hereby represent,  warrant and covenant to and
with Grantee, its successors and assigns, that:

           (a)  Grantor has good and marketable fee  simple  title  to  the
Property, subject  only  to those matters expressly set forth as exceptions
to or subordinate matters  in  the title insurance policy insuring the lien
of  this  Security  Deed which Grantee  has  agreed  to  accept,  excepting
therefrom  all  preprinted   and/or  standard  exceptions  (the  "Permitted
Exceptions"), and has full power  and  lawful  authority to grant, bargain,
sell, convey, assign, transfer and mortgage its interest in the Property in
the  manner and form hereby done or intended.  Grantor  will  preserve  its
interest  in  and title to the Property and will forever warrant and defend
the same to Grantee  against any and all claims whatsoever and will forever
warrant and defend the  validity  and  priority  of  the  lien and security
interest  created  herein  against  the  claims of all persons and  parties
whomsoever, subject to the Permitted Exceptions.  The foregoing warranty of
title shall survive the foreclosure of this  Security  Deed and shall inure
to  the  benefit  of  and  be  enforceable by Grantee in the event  Grantee
acquires title to the Property pursuant to any foreclosure;

           (b)  No  bankruptcy or insolvency  proceedings  are  pending  or
contemplated by Grantor  or,  to  the  best  knowledge  of Grantor, against
Grantor  or  by  or against any endorser or cosigner of the  Note,  or  any
guarantor or indemnitor  under any guaranty or indemnity agreement executed
in connection with the Note  of  the  loan  evidenced  thereby  and secured
hereby;

            (c)   To   the   best  of  Grantor's  knowledge,  all  reports,
certificates, affidavits, statements  and  other  data  furnished  by or on
behalf  of Grantor to Grantee in connection with the loan evidenced by  the
Note are true and correct in all material respects and do not omit to state
any fact or circumstance necessary to make the statements contained therein
not misleading;

           (d)  The  execution,  delivery  and performance of this Security
Deed,  the  Note  and  all  of  the  other Loan Documents  have  been  duly
authorized by all necessary action to  be, and are, binding and enforceable
against Grantor in accordance with the respective  terms thereof and do not
contravene, result in a breach of or constitute (upon  the giving of notice
or the passage of time or both) a default under the partnership  agreement,
articles  of incorporation or other organizational documents of Grantor  or
any contract  or  agreement of any nature to which Grantor is a party or by
which Grantor or any  of  its  property  may be bound and do not violate or
contravene any law, order, decree, rule or  regulation  to which Grantor is
subject;

           (e) The Real Estate and the Improvements, and the  intended  use
thereof by Grantor  comply  in  all  material  respects with all applicable
restrictive covenants, zoning ordinances, subdivision  and  building codes,
flood   disaster  laws,  applicable  health  and  environmental  laws   and
regulations  and all other ordinances, orders or requirements issued by any
state, federal  or  municipal  authorities  having or claiming jurisdiction
over the Property.  The Real Estate and Improvements constitute one or more
separate tax parcels for purposes of ad valorem  taxation.  The Real Estate
and Improvements do not require any rights over, or  restrictions  against,
other  property  in  order to comply with any of the aforesaid governmental
ordinances, orders or requirements other than Permitted Exceptions.

          (f) All utility  services  necessary  and sufficient for the full
use,  occupancy,  operation  and disposition of the  Real  Estate  and  the
Improvements for their intended  purposes  are  available  to the Property,
including  water,  storm  sewer, sanitary sewer, gas, electric,  cable  and
telephone facilities, through  public  rights-of-way  or  perpetual private
easements;

          (g) All streets, roads, highways, bridges and waterways necessary
for  access  to and full use, occupancy, operation and disposition  of  the
Real Estate and  the  Improvements have been completed, have been dedicated
to and accepted by the  appropriate  municipal  authority  and are open and
available to the Real Estate and the Improvements without further condition
or cost to Grantor or served by a perpetual private easement  reflected  in
the Permitted Exceptions;

           (h)  All  curb  cuts, driveways and traffic signals shown on the
survey delivered to Grantee  prior  to  the  execution and delivery of this
Security Deed are existing and have been fully  approved by the appropriate
governmental authority;

          (i) To the best of Grantor's knowledge,  there  are  no judicial,
administrative,  mediation  or  arbitration  actions,  suits or proceedings
pending or threatened against or affecting Grantor, (and,  if  Grantor is a
partnership,  any  of  its  general  partners)  or  the Property which,  if
adversely  determined,  would  materially  impair either  the  Property  or
Grantor's ability to perform the covenants or  obligations  required  to be
performed under the Loan Documents;

           (j)  The  Property  is free from delinquent water charges, sewer
rents, taxes and assessments;

          (k) As of the date of  this  Security  Deed, the Property is free
from unrepaired damage caused by fire, flood, accident or other casualty;

          (l) As of the date of this Security Deed,  no  part  of  the Real
Estate  or  the Improvements has been taken in condemnation, eminent domain
or like proceeding  nor  is  any  such  proceeding  pending or to Grantor's
knowledge and belief, threatened or contemplated;

           (m)  Grantor  possesses  all  franchises,  patents,  copyrights,
trademarks, trade names, licenses and permits adequate  for  the conduct of
its business substantially as now conducted;

           (n)  To  the  best of Grantor's knowledge, the Improvements  are
structurally sound, in good  repair  and  free  of defects in materials and
workmanship  and  have  been  constructed  and  installed   in  substantial
compliance  with  the  plans and specifications relating thereto,  ordinary
wear and tear excepted.   All  major  building  systems  located within the
Improvements,   including,   without   limitation,  the  heating  and   air
conditioning systems and the electrical  and  plumbing systems, are in good
working order and condition, ordinary wear and tear excepted;

          (o) Grantor has delivered to Grantee  true,  correct and complete
copies  of  all  Contracts  and  all  amendments  thereto  or modifications
thereof;

           (p)  Each  Contract  constitutes  the  legal, valid and  binding
obligation of Grantor and, to the best of Grantor's  knowledge  and belief,
is  enforceable  against any other party thereto.  To the best of Grantor's
knowledge, no default  exists, or with the passing of time or the giving of
notice  or  both would exist,  under  any  Contract  which  would,  in  the
aggregate, have a material adverse effect on Grantor or the Property;

          (q)  No  Contract  provides  any party with the right to obtain a
lien or encumbrance upon the Property superior to the lien of this Security
Deed other than Permitted Exceptions;

           (r)  Grantor and the Property are  free  from   any   delinquent
obligations for sales and payroll taxes;

           (s)  There   are    no    security   agreements   or   financing
statements  affecting  any  of  the Property other than (i) as disclosed in
writing by  Grantor to Grantee prior to  the  date   hereof  and  (ii)  the
security  agreements  and financing statements created in favor of Grantee;
and

          (t) The Property  forms  no  part  of any property owned, used or
claimed by Grantor as a residence or business  homestead  and is not exempt
from forced sale under the laws of the State of  Georgia.   Grantor  hereby
disclaims  and renounces each and every claim to all or any portion of  the
Property as a homestead.

          (u)  The  Permitted Exceptions do not and will not materially and
adversely affect (1)  the  ability  of Grantor to pay in full the principal
and interest on the Note in a timely  manner or (2) the use of the Property
for the use currently being made thereof,  the operation of the Property as
currently being operated or the value of the Property.

           (v)  Grantor  shall take all action  necessary  to  assure  that
Grantor's  computer based systems  are  able  to  operate  and  effectively
process data,  including  dates  on  and  after  January 1, 2000 and at the
request of Grantee, Grantor shall provide Grantee with assurance acceptable
to Grantee of Grantor's Year 2000 compatibility.

          1.2 DEFENSE OF TITLE.  If, while this Security  Deed is in force,
the title to the Property or the interest of Grantee therein  shall  be the
subject,  directly or indirectly, of any action at law or in equity, or  be
attached directly  or  indirectly,  or  endangered,  clouded  or  adversely
affected  in  any  manner,  Grantor,  at  Grantor's expense, shall take all
necessary  and proper steps for the defense  of  said  title  or  interest,
including the employment of counsel approved by Grantee, the prosecution or
defense of litigation,  and  the  compromise  or  discharge  of claims made
against  said  title  or interest.  Notwithstanding the foregoing,  in  the
event that Grantee determines that Grantor is not adequately performing its
obligations under this  Section,  Grantee  may, without limiting or waiving
any other rights or remedies of Grantee hereunder,  take  such  steps, with
respect thereto as Grantee shall deem necessary or proper and any  and  all
costs  and  expenses  incurred by Grantee in connection therewith, together
with interest thereon at the Default Interest Rate (as defined in the Note)
from the date incurred  by Grantee until actually paid by Grantor, shall be
immediately paid by Grantor on demand and shall be secured by this Security
Deed and by all of the other Loan Documents securing all or any part of the
indebtedness evidenced by the Note.

          1.3 PERFORMANCE  OF  OBLIGATIONS.  Grantor shall pay when due the
principal of and the interest on  the  indebtedness  evidenced by the Note.
Grantor shall also pay all charges, fees and other sums required to be paid
by  Grantor as provided in the Loan Documents, and shall  observe,  perform
and discharge  all  obligations,  covenants  and agreements to be observed,
performed  or  discharged by Grantor set forth in  the  Loan  Documents  in
accordance with  their terms.  Further, Grantor shall promptly and strictly
perform  and  comply   with  all  covenants,  conditions,  obligations  and
prohibitions required of  Grantor  in connection with any other document or
instrument affecting title to the Property, or any part thereof, regardless
of whether such document or instrument  is  superior or subordinate to this
Security Deed.

          1.4 INSURANCE.  Grantor shall, at Grantor's  expense, maintain in
force  and  effect  on the Property at all times while this  Security  Deed
continues in effect the following insurance:

          (a) Insurance  against  loss  or  damage to the Property by fire,
windstorm, tornado and hail and against loss  and  damage  by  such  other,
further  and  additional  risks  as  may be now or hereafter embraced by an
"all-risk" or "special form" type of insurance  policy.  The amount of such
insurance shall be not less than one hundred percent  (100%)  of  the  full
replacement  cost  (insurable value) of the Improvements (as established by
an MAI appraisal), without  reduction  for depreciation.  The determination
of the replacement cost amount shall be  adjusted  annually  to comply with
the  requirements  of  the  insurer  issuing such coverage or, at Grantee's
election,  by  reference  to such indices,  appraisals  or  information  as
Grantee  determines  in  its reasonable  discretion  in  order  to  reflect
increased value due to inflation.   Absent  such  annual  adjustment,  each
policy  shall  contain  inflation  guard  coverage insuring that the policy
limit will be increased over time to reflect the effect of inflation.  Full
replacement cost, as used herein, means, with  respect to the Improvements,
the  cost  of replacing the Improvements without regard  to  deduction  for
depreciation,  exclusive  of  the  cost  of  excavations,  foundations  and
footings  below  the  lowest  basement  floor.  Grantor shall also maintain
insurance  against  loss  or  damage  to furniture,  furnishing,  fixtures,
equipment and other items (whether personalty  or fixtures) included in the
Property and owned by Grantor from time to time  to  the extent applicable.
Each  policy  shall contain a replacement cost endorsement  and  either  an
agreed amount endorsement  (to  avoid  the  operation  of  any co-insurance
provisions)  or  a  waiver of any co-insurance provisions, all  subject  to
Grantee's approval.  The maximum deductible shall be $10,000.00.

          (b) Commercial  General  Liability  Insurance  against claims for
personal injury, bodily injury, death and property damage  occurring on, in
or  about  the  Real  Estate or the Improvements in amounts not  less  than
$1,000,000.00  per occurrence  and  $2,000,000.00  in  the  aggregate  plus
umbrella coverage  in  an  amount not less than $2,000,000.  Grantee hereby
retains the right to periodically  review  the  amount  of  said  liability
insurance  being  maintained  by Grantor and to require an increase in  the
amount of said liability insurance  should  Grantee  deem an increase to be
reasonably prudent under then existing circumstances.

          (c)  Boiler and machinery insurance is required  if steam boilers
or other pressure-fired vessels are in operation at the Property.   Minimum
liability  coverage  per accident must equal the greater of the replacement
cost (insurable value) of the Improvements housing such boiler or pressure-
fired machinery or $2,000,000.00.   If  one  or more large HVAC units is in
operation at the Property, "Systems Breakdowns" coverage shall be required,
as  determined by Grantee.  Minimum liability coverage  per  accident  must
equal the value of such unit(s).

          (d)  If  the  Improvements  or any part thereof is situated in an
area designated by the Federal Emergency  Management  Agency  ("FEMA") as a
special flood hazard area (Zone A or Zone V), flood insurance in  an amount
equal to the lesser of: (a) the minimum amount required, under the terms of
coverage,  to compensate for any damage or loss on a replacement basis  (or
the unpaid balance  of  the indebtedness secured hereby if replacement cost
coverage is not available  for  the  type  of building insured); or (b) the
maximum insurance available under the appropriate  National Flood Insurance
Administration  program.   The maximum deductible shall  be  $3,000.00  per
building or a higher minimum amount as required by FEMA or other applicable
law.

          (e)  During  the  period   of  any  construction,  renovation  or
alteration of the existing Improvements  which exceeds the lesser of 10% of
the  principal  amount of the Note or $500,000,  at  Grantee's  request,  a
completed value, "All Risk" Builder's Risk form or "Course of Construction"
insurance policy  in  nonreporting  form, in an amount approved by Grantee,
may be required.  During the period of  any construction of any addition to
the existing Improvements, a completed value,  "All  Risk"  Builder's  Risk
form or "Course of Construction" insurance policy in non-reporting form, in
an amount approved by Grantee, shall be required.

          (f)  When   required   by  applicable  law,  ordinance  or  other
regulation,  Worker's  Compensation   and  Employer's  Liability  Insurance
covering all persons subject to the worker's compensation laws of the state
in which the Property is located.

          (g)  Business  income  (loss  of   rents)  insurance  in  amounts
sufficient to compensate Grantor for all Rents and Profits or income during
a period of not less than twelve (12) months.  The amount of coverage shall
be adjusted annually to reflect the Rents and  Profits  or  income  payable
during the succeeding twelve (12) month period.

          (h)  Such  other insurance on the Property or on any replacements
or substitutions thereof  or  additions thereto as may from time to time be
required by Grantee against other  insurable hazards or casualties which at
the time are commonly insured against  in  the  case  of property similarly
situated   including,   without  limitation,  Sinkhole,  Mine   Subsidence,
Earthquake and Environmental  insurance,  due  regard  being  given  to the
height  and  type  of  buildings,  their  construction,  location,  use and
occupancy.

          All such insurance shall (i) be with insurers fully licensed  and
authorized  to  do  business  in  the state within which the Real Estate is
located and who have and maintain a  rating  of  at least A from Standard &
Poor's, or equivalent, (ii) contain the complete address of the Real Estate
(or a complete legal description), (iii) be for terms of at least one year,
with premium prepaid, and (vi) be subject to the approval  of Grantee as to
insurance companies, amounts, content, forms of policies, method  by  which
premiums  are  paid  and expiration dates, and (v) include a standard, non-
contributory, mortgagee clause naming EXACTLY:

          First Union National Bank
          its Successors and Assigns ATIMA
          Attn.  Commercial Security Deed Servicing
          P.O. Box 20068
          Charlotte, NC 28202

          (a)  as  an additional  insured  under  all  liability  insurance
policies, (b) as the first mortgagee on all property insurance policies and
(c) as the loss payee  on  all  loss  of  rents  or loss of business income
insurance policies.

          Grantor shall, as of the date hereof, deliver to Grantee evidence
that  said  insurance  policies  have been prepaid as  required  above  and
certified copies of such insurance  policies  and  original certificates of
insurance  signed  by  an  authorized  agent  of  the applicable  insurance
companies evidencing such insurance satisfactory to Grantee.  Grantor shall
renew all such insurance and deliver to Grantee certificates  and  policies
evidencing  such  renewals  at  least  thirty  (30)  days  before  any such
insurance  shall  expire.   Grantor further agrees that each such insurance
policy:  (i) shall provide for  at  least  thirty  (30) days' prior written
notice  to  Grantee prior to any policy reduction or cancellation  for  any
reason other  than non-payment of premium and at least ten (10) days' prior
written notice  to  Grantee prior to any cancellation due to non-payment of
premium; (ii) shall contain an endorsement or agreement by the insurer that
any loss shall be payable  to  Grantee in accordance with the terms of such
policy  notwithstanding  any  act or  negligence  of  Grantor  which  might
otherwise result in forfeiture  of  such  insurance;  (iii) shall waive all
rights  of  subrogation against Grantee; (iv) in the event  that  the  Real
Estate or the  Improvements  constitutes  a  legal non-conforming use under
applicable building, zoning or land use laws or  ordinances,  shall include
an  ordinance  or  law coverage endorsement which will contain Coverage  A:
"Loss Due to Operation  of  Law"  (with  a minimum liability limit equal to
Replacement Cost With Agreed Value Endorsement),  Coverage  B:  "Demolition
Cost" and Coverage C: "Increased Cost of Construction" coverages;  and  (v)
may be in the form of a blanket policy provided that, in the event that any
such  coverage  is provided in the form of a blanket policy, Grantor hereby
acknowledges and  agrees  that  failure  to  pay any portion of the premium
therefor which is not allocable to the Property  or by any other action not
relating to the Property which would otherwise permit the issuer thereof to
cancel the coverage thereof, would require the Property  to be insured by a
separate,  single-property  policy.   The  blanket  policy  must   properly
identify and fully protect the Property as if a separate policy were issued
for 100% of Replacement Cost at the time of loss and otherwise meet  all of
Grantee's applicable insurance requirements set forth in this Section  1.4.
The  delivery  to  Grantee of the insurance policies or the certificates of
insurance as provided  above shall constitute an assignment of all proceeds
payable under such insurance  policies  relating to the Property by Grantor
to Grantee as further security for the indebtedness secured hereby.  In the
event of foreclosure of this Security Deed,  or  other transfer of title to
the  Property  in extinguishment in whole or in part  of  the  indebtedness
secured hereby,  all  right,  title  and  interest of Grantor in and to all
proceeds payable under such policies then in  force concerning the Property
shall thereupon vest in the purchaser at such foreclosure, or in Grantee or
other transferee in the event of such other transfer of title.  Approval of
any insurance by Grantee shall not be a representation  of  the solvency of
any  insurer or the sufficiency of any amount of insurance.  In  the  event
Grantor  fails  to  provide,  after five (5) days notice, maintain, keep in
force or deliver and furnish to  Grantee the policies of insurance required
by this Security Deed or evidence  of  their  renewal  as  required herein,
Grantee  may,  but  shall  not be obligated to, procure such insurance  and
Grantor shall pay all amounts  advanced  by Grantee therefor, together with
interest  thereon at the Default Interest Rate  from  and  after  the  date
advanced by  Grantee until actually repaid by Grantor, promptly upon demand
by Grantee.  Any  amounts  so  advanced  by Grantee, together with interest
thereon, shall be secured by this Security  Deed  and  by  all of the other
Loan Documents securing all or any part of the indebtedness secured hereby.
Grantee  shall  not  be  responsible  for nor incur any liability  for  the
insolvency of the insurer or other failure  of the insurer to perform, even
though Grntee has caused the insurance to be  placed with the insurer after
failure of Grantor to furnish such insurance.   Grantor  shall  not  obtain
insurance  for the Property in addition to that required by Grantee without
the  prior  written   consent   of  Grantee,  which  consent  will  not  be
unreasonably withheld provided that  (i) Grantee is a named insured on such
insurance, (ii) Grantee receives complete copies of all policies evidencing
such  insurance,  and  (iii)  such  insurance  complies  with  all  of  the
applicable requirements set forth herein.

          1.5 PAYMENT OF TAXES.  Grantor  shall  pay  or  cause to be paid,
except  to  the  extent  provision  is  actually made therefor pursuant  to
Section 1.6 of this Security Deed, all taxes  and  assessments which are or
may become a lien on the Property or which are assessed  against or imposed
upon  the  Property.   Grantor shall furnish Grantee with receipts  (or  if
receipts are not immediately  available,  with  copies  of  canceled checks
evidencing  payment  with  receipts  to  follow promptly after they  become
available) showing payment of such taxes and  assessments  at least fifteen
(15)   days   prior   to   the   applicable   delinquency   date  therefor.
Notwithstanding  the  foregoing, Grantor may in good faith, by  appropriate
proceedings and upon notice to Grantee, contest the validity, applicability
or amount of any asserted  tax or assessment so long as (a) such contest is
diligently pursued, (b) Grantee determines, in its subjective opinion, that
such contest suspends the obligation  to pay the tax and that nonpayment of
such tax or assessment will not result  in  the  sale,  loss, forfeiture or
diminution of the Property or any part thereof or any interest  of  Grantee
therein,  and  (c) prior to the earlier of the commencement of such contest
or the delinquency date of the asserted tax or assessment, Grantor deposits
in the Impound Account  (as  hereinafter  defined)  an amount determined by
Grantee to be adequate to cover the payment of such tax or assessment and a
reasonable additional sum to cover possible interest,  costs and penalties;
provided, however, that Grantor shall promptly cause to  be paid any amount
adjudged by a court of competent jurisdiction to be due, with all interest,
costs  and penalties thereon, promptly after such judgment  becomes  final;
and provided,  further,  that  in  any  event  each  such  contest shall be
concluded, the taxes, assessments, interest, costs and penalties  shall  be
paid prior to the date any writ or order is issued under which the Property
may be sold, lost or forfeited.

           1.6  TAX AND INSURANCE IMPOUND ACCOUNT.  Grantor shall establish
and maintain at all  times  while this Security Deed continues in effect an
impound account (the "Impound  Account")  with  Grantee for payment of real
estate  taxes  and  assessments  and  insurance  on  the  Property  and  as
additional  security  for the indebtedness secured hereby.   Simultaneously
with the execution hereof,  Grantor shall deposit in the Impound Account an
amount determined by Grantee  to  be necessary to ensure that there will be
on deposit with Grantee an amount which, when added to the monthly payments
subsequently required to be deposited  with Grantee hereunder on account of
real estate taxes, assessments and insurance premiums, will result in there
being on deposit with Grantee in the Impound  Account  an amount sufficient
to pay the next due installment of real estate taxes and  assessment on the
Property at least one (1) month prior to the due date thereof  and the next
due annual insurance premiums with respect to the Property at least one (1)
month  prior  to  the  due  date  thereof.  Commencing on the first monthly
payment  date  under the Note and continuing  thereafter  on  each  monthly
payment date under  the  Note,  Grantor  shall pay to Grantee, concurrently
with and in addition to the monthly payment  due  under  the Note and until
the  Note  and  all  other  indebtedness secured hereby is fully  paid  and
performed, deposits in an amount  equal to one-twelfth (1/12) of the amount
of the annual real estate taxes and  assessments  that will next become due
and payable on the Property, plus one-twelfth (1/12)  of  the amount of the
annual premiums that will next become due and payable on insurance policies
which  Grantor  is  required  to maintain hereunder, each as estimated  and
determined by Grantee.  So long  as  no  Event  of  Default (as hereinafter
defined), or event which with the passage of time, the giving of notice, or
both, would constitute an Event of Default (a "Default") hereunder or under
the other Loan Documents has occurred and is continuing,  all  sums  in the
Impound Account shall be held by Grante in the Impound Account to pay  said
taxes,   assessments   and   insurance  premiums  before  the  same  become
delinquent.  Grantor shall be  responsible  for  ensuring  the  receipt  by
Grantee,  at  least  thirty  (30) days prior to the respective due date for
payment thereof, of all bills,  invoices  and  statements  for  all  taxes,
assessments and insurance premiums to be paid from the Impound Account, and
so long as no Default or Event of Default hereunder or under the other Loan
Documents   has   occurred   and  is  continuing,  Grantee  shall  pay  the
governmental authority or other  party  entitled  thereto  directly  to the
extent  funds  are  available  for such purpose in the Impound Account.  In
making any payment from the Impound  Account,  Grantee shall be entitled to
rely  on  any  bill, statement or estimate procured  from  the  appropriate
public office or  insurance  company  or agent without any inquiry into the
accuracy of such bill, statement or estimate  and  without any inquiry into
the  accuracy,  validity,  enforceability  or contestability  of  any  tax,
assessment,  valuation,  sale,  forfeiture, tax  lien  or  title  or  claim
thereof.   The  Impound  Account shall  not,  unless  otherwise  explicitly
required by applicable law,  be  or  be deemed to be escrow or trust funds,
but, at Grantee's option and in Grantee's discretion, may either be held in
a separate account or be commingled by  Grantee  with  the general funds of
Grantee.  No interest on the funds contained in the Impound  Account  shall
be  paid  by  Grantee  to  Grantor.   The Impound Account is solely for the
protection  of  Grantee  and entails no responsibility  on  Grantee's  part
beyond the payment of taxes,  assessments  and insurance premiums following
receipt of bills, invoices or statements therefor  in  accordance  with the
terms  hereof  and  beyond the allowing of due credit for the sums actually
received.  Upon assignment  of  this Security Deed by Grantee, any funds in
the  Impound  Account  shall  be  turned  over  to  the  assignee  and  any
responsibility  of  Grantee,  as  assignor,   with  respect  thereto  shall
terminate.   If  th  total funds in the Impound Account  shall  exceed  the
amount of payments actually  applied  by  Grantee  for  the purposes of the
Impound  Account,  such  excess  may  be credited by Grantee on  subsequent
payments to be made hereunder or, at the  option  of  Grantee,  refunded to
Grantor.   If,  however,  the  Impound Account shall not contain sufficient
funds to pay the sums required when  the same shall become due and payable,
Grantor  shall,  within  ten  (10) days after  receipt  of  written  notice
thereof, deposit with Grantee the  full  amount of any such deficiency.  If
the Grantor shall fail to deposit with Grantee  the  full  amount  of  such
deficiency  as  provided  above, Grantee shall have the option, but not the
obligation, to make such deposit  and  all amounts so deposited by Grantee,
together with interest thereon at the Default  Interest  Rate from the date
incurred  by Grantee until actually paid by Grantor, shall  be  immediately
paid by Grantor on demand and shall be secured by this Security Deed and by
all  of  the  other  Loan  Documents  securing  all  or  any  part  of  the
indebtedness  evidenced by the Note.  If there is an Event of Default under
this Security Deed,  Grantee  may,  but shall not be obligated to, apply at
any time the balance then remaining in  the  Impound  Account  against  the
indebtedness  secured  hereby  in whatever order Grantee shall subjectively
determine.  No such application  of  the Impound Account shall be deemed to
cure any Default or Event of Default hereunder.   Upon  full payment of the
indebtedness  secured  hereby  in  accordance with its terms  or  at   such
earlier time as Grantee may elect, the  balance of the Impound Account then
in Grantee's possession shall be paid over  to  Grantor  and no other party
shall have any right or claim thereto.

          1.7 INTENTIONALLY OMITTED PRIOR TO EXECUTION.

          1.8 REPLACEMENT RESERVE; SECURITY INTEREST RESERVES.

          (a)  As additional security for the indebtedness  secured hereby,
Grantor shall establish and maintain at all times while this  Security Deed
continues  in  effect  a  repair  reserve (the "Replacement Reserve")  with
Grantee for payment of certain non-recurring  types  of  costs and expenses
incurred  by  Grantor  for  interior  and  exterior  work to the  Property,
including without limitation, performance of work to the  roofs,  chimneys,
gutters,  downspouts,  paving, curbs, driveways, ramps, balconies, porches,
patios, exterior walls,  carpets,  exterior  doors  and  doorways, windows,
elevators and mechanical and HVAC equipment (collectively,  the  "Repairs")
provided such costs and expenses are incurred for repairs (i) not  incurred
for  ordinary  wear  and  tear  at  the Property and (ii) categorized under
generally accepted accounting principles as a capital expense and not as an
operating expense.  Commencing on the first Payment Date under the Note and
continuing thereafter on each monthly  Payment  Date  under  the  Note, the
Grantor  shall  pay  to  Grantee, concurrently with and in addition to  the
monthly payment due under  the  Note  and  until  the  Note  and  all other
indebtedness secured hereby is fully paid and performed, a deposit  to  the
Replacement  Reserve in an amount equal to $6,416.67 per month.  So long as
no Default or  Event of Default hereunder or under the other Loan Documents
has occurred and  is  continuing, all sums in the Replacement Reserve shall
be held by Grantee in the Replacement Reserve to pay the costs and expenses
of Repairs.  So long as  no  Default or Event of Default hereunder or under
the other Loan Documents has occurred  and is continuing, Grantee shall, to
the extent funds are available for such purpose in the Replacement Reserve,
disburse to Grantor the amount incurred  and  paid by Grantor in performing
such Repairs within ten (10) days following: (a)  the receipt by Grantee of
a  written  request  from  Grantor  for disbursement from  the  Replacement
Reserve and a certification by Grantor  in  the  form  attached  hereto  as
EXHIBIT  B  that  the applicable item of Repair has been completed, (b) the
delivery  to  Grantee   of   paid  invoices,  receipts  or  other  evidence
satisfactory to Grantee verifying  the  cost  and payment of performing the
Repairs;  (c)  for  disbursement  requests  in excess  of  $10,000.00,  the
delivery  to  Grantee  of  affidavits,  lien  waivers   or  other  evidence
reasonably satisfactory to Grantee showing that all materialmen,  laborers,
subcontractors and any other parties who might or could claim statutory  or
common  law liens and are furnishing or have furnished material or labor to
the Property  have  been  paid  all  amounts  due  for  labor and materials
furnished  to  the  Property; (d) for disbursement requests  in  excess  of
$10,000.00, delivery  to  Grantee  of  a  certification  from an inspecting
architect  or  other  third  party  acceptable  to  Grantee describing  the
completed Repairs and verifying the completion of the Repairs and the value
of  the completion of the Repairs and the value of the  completed  Repairs;
(e) for  disbursement requests in excess of $10,000,00, delivery to Grantee
of a new certificate  of  occupancy  for  the  portion  of the Improvements
covered by such Repairs, if said new certificate of occupancy  is  required
by  law, or a certification by Grantor that no new certificate of occupancy
is required; and (f) the receipt by Grantee of an administrative fee in the
amount of $150.00.  Grantee shall not be required to make advances from the
Replacement  Reserve  more  frequently  than  once  in  any ninety (90) day
period.  In making any payment from the Replacement Reserve,  Grantee shall
be  entitled to rely on such request from Grantor without any inquiry  into
the accuracy,  validity or contestability of any such amount.  Grantee may,
at Grantor's expense,  make  or  cause  to  be made during the term of this
Security Deed an annual inspection at the Property  to  determine the need,
as determined by Grantee in its reasonable judgment, for further Repairs of
the Property in order to maintain the Property in good condition and repair
in accordance with the secnd sentence of Section 1.16 hereof.  In the event
that such inspection reveals that further Repairs of the  Property  are  so
required,  Grantee  shall provide Grantor with a written description of the
required Repairs and  Grantor shall complete such Repairs to the reasonable
satisfaction of Grantee  within  ninety (90) days after the receipt of such
description from Grantee, or such  later date as may be approved by Grantee
in  its  sole  discretion.   The  Replacement  Reserve  shall  not,  unless
otherwise explicitly required by applicable  law,  be  or  be  deemed to be
escrow   or  trust  funds,  but,  at  Grantee's  option  and  in  Grantee's
discretion,  may  either  be held in a separate account or be commingled by
Grantee with the general funds of Grantee.  Interest on the funds contained
in the Replacement Reserve  shall  be  credited  to  Grantor as provided in
Section 4.31 hereof.  The Replacement Reserve is solely  for the protection
of  Grantee  and  entails  no responsibility on Grantee's part  beyond  the
payment of the costs and expenses  described  in this Section in accordance
with the terms hereof and beyond the allowing of  due  credit  for the sums
actually  received.  In the event that the amounts on deposit or  available
in the Replacement  Reserve  are inadequate to pay the cost of the Repairs,
Grantor shall pay the amount of  such  deficiency.  Upon assignment of this
Security Deed by Grantee, any funds in the  Replacement  Reserve  shall  be
turned over to the assignee and any responsibility of Grantee, as assignor,
with  respect  thereto  shall  terminate.   If there is an Event of Default
under this Security Deed, Grantee may, but shall not be obligated to, apply
at any time the balance then remaining in the  Replacement  Reserve against
the   indebtedness   secured   hereby   in  whatever  order  Grantee  shall
subjectively determine.  No such application  of  the  Replacement  Reserve
shall  be  deemed  to cure any Default or Event of Default hereunder.  Upon
full payment of the  indebtedness  secured  hereby  in  accordance with its
terms  or  at  such  earlier time as Grantee ay elect, the balance  of  the
Replacement Reserve then  in  Grantee's  possession  shall  be paid over to
Grantor and no other party shall have any right or claim thereto.

          (b)  As  additional  security for the payment and performance  by
Grantor of all duties, responsibilities  and obligations under the Note and
the  other Loan Documents, Grantor hereby unconditionally  and  irrevocably
assigns,  conveys,  pledges, mortgages, transfers, delivers, deposits, sets
over and confirms unto  Grantee,  and  hereby  grants to Grantee a security
interest in, (i) the Impound Account, the Replacement Reserve and any other
reserve or escrow account established pursuant to  the  terms  hereof or of
any  other Loan Document (collectively, the "Reserves"), (ii) the  accounts
into which  the  Reserves  have been deposited, (iii) all insurance on said
accounts, (iv) all accounts,  contract  rights  and  general intangibles or
other  rights  and  interests  pertaining  thereto,  (v) all  sums  now  or
hereafter   therein   or   represented   thereby,  (vi)  all  replacements,
substitutions or proceeds thereof,  (vii) all instruments and documents now
or hereafter evidencing the Reserves or such  accounts,  (viii) all powers,
options,  rights,  privileges  and  immunities  pertaining to the  Reserves
(including the right to make withdrawals therefrom),  and (ix) all proceeds
of the foregoing.  Grantor hereby authorizes and consents  to  the  account
into which the Reserves have been deposited being held in Grantee's name or
the  name  of  any  entity  servicing  the  Note  for  Grantee  and  hereby
acknowledges  and  agrees,  that  Grantee,  or  at Grantee's election, such
servicing agent, shall have exclusive control over said account.  Notice of
the  assignment  and  security interest granted to Grantee  herein  may  be
delivered by Grantee at  any  time to the financial institution wherein the
Reserves have been established,  and  Grantee,  or  such  servicing entity,
shall have possession of all passbooks or other evidences of such accounts.
Grantor hereby assumes all risk of loss with respect to amounts  on deposit
in  the  Reserves  as  long  as such Reserves are deposited into "Permitted
Investments" as described in EXHIBIT  C  annexed  hereto.   Grantor  hereby
knowingly,  voluntarily  and  intentionally  stipulates,  acknowledges  and
agrees  that  the  advancement  of the funds from the Reserves as set forth
herein is at Grantor's direction  and is not the exercise by Grantee of any
right of set-off or other remedy upon  a  Default  or  an Event of Default.
Grantor hereby waives all right to withdraw funds from the Reserves.  If an
Event  of  Default  shall occur hereunder or under any other  of  the  Loan
Documents, then Grantee  may,  without  notice or demand on Grantor, at its
option:  (A)  withdraw  any  or  all  of  the  funds   (including,  without
limitation, interest) then remaining in the Reserves and  apply  the  same,
after  deducting  all  costs  and  expenses  of safekeeping, collection and
delivery  (including,  but  not  limited  to, attorneys'  fees,  costs  and
expenses)  to  the  indebtedness  evidenced  by   the  Note  or  any  other
obligations of Grantor under the other Loan Documents  in such manner or as
Grantee shall deem appropriate in its sole discretion, and  the  excess, if
any, shall be paid to Grantor, (B) exercise any and all rights and remedies
of a secured party under any applicable Uniform Commercial Code, and/or (C)
exercise any other remedies available at law or in equity.  No such  use or
application of the funds contained in the Reserves shall be deemed to  cure
any  Default  or  Event  of  Default  hereunder  or  under  the  other Loan
Documents.

          1.9 CASUALTY AND CONDEMNATION.  Grantor shall give Grantee prompt
written  notice  of  the  occurrence  of  any  casualty  affecting,  or the
institution  of  any proceedings for eminent domain or for the condemnation
of, the Property or  any  portion  thereof.   All insurance proceeds on the
Property,  and  all  causes  of  action, claims, compensation,  awards  and
recoveries for any damage, condemnation or taking of all or any part of the
Property or for any damage or injury  to  it  for any loss or diminution in
value of the Property, are hereby assigned to and shall be paid to Grantee.
Grantee may participate in any suits or proceedings  relating  to  any such
proceeds, causes of action, claims, compensation, awards or recoveries  and
Grantee  is  hereby  authorized,  in  its own name or in Grantor's name, to
adjust any loss covered by insurance or  any condemnation claim or cause of
action,  and  to  settle or compromise any claim  or  cause  of  action  in
connection therewith,  and  Grantor  shall  from  time  to  time deliver to
Grantee  any  instruments required to permit such participation;  provided,
however, that so long as no Default or Event of Default shall have occurred
and be continuing.   Grantee shall not have the right to participate in the
adjustment of any loss  which  is  not  in  excess of the lesser of (i) ten
percent (10%) of the then outstanding principal  balance  of  the  Note and
(ii)  $500,000.00.  Grantee shall apply any sums received by it under  this
Section  first  to the payment of all of its costs and expenses (including,
but not limited to,  legal  fees  and  disbursements) incurred in obtaining
those sums, and then, as follows:

           (a)  In the event that less than  sixty  percent  (60%)  of  the
Improvements located  on the Real Estate have been taken or destroyed, then
if:

          (1) no Default  or  Event of Default is then continuing hereunder
or  under any of the other Loan Documents, and

          (2) the Property can,  in  Grantee's  reasonable  judgment,  with
diligent  restoration  or repair, be returned to a condition at least equal
to the condition thereof  that  existed  prior  to  the casualty or partial
taking causing the loss or damage within the earlier  to  occur  of (i) six
(6)  months after the receipt of insurance proceeds or condemnation  awards
by either  Grantor  of Grantee and (ii) sixty (60) days prior to the stated
maturity date of the Note, and

          (3) all necessary governmental approvals can be obtained to allow
the rebuilding and reoccupancy  of  the  Property  as  described in Section
1.9(a)(2) above, and

           (4)  there  are  sufficient  sums  available (through  insurance
proceeds  or condemnation awards and contributions  by  Grantor,  the  full
amount of which shall at Grantee's option have been deposited with Grantee)
for such restoration  or  repair  (including,  without  limitation, for any
costs  and  expenses  of  Grantee  to  be  incurred  in administering  said
restoration or repair) and for payment of principal and  interest to become
due and payable under the Note during such restoration or repair, and

           (5)  the  economic  feasibility of the Improvements  after  such
restoration or repair will be such  that  income  from  their  operation is
reasonably  anticipated to be sufficient to pay operating expenses  of  the
Property and  debt  service on the indebtedness secured hereby in full with
the same coverage ratio  considered by Grantee in its determination to make
the loan secured hereby including  an  assessment  of  the  impact  of  the
termination of any Leases due to such casualty or condemnation, and

           (6)  in  the  event  that the insurance proceeds or condemnation
awards received as a result of such  casualty  or partial taking exceed the
lesser of (i) five percent (5%) of the then outstanding  principal  balance
of the Note and (ii) $150,000, Grantor shall have delivered to Grantee,  at
Grantor's  sole cost and expense, an appraisal report in form and substance
satisfactory to Grantee appraising the value of the Property as proposed to
be restored  or  repaired  to  be  not less than the appraised value of the
Property  considered  by Grantee in its  determination  to  make  the  loan
secured hereby, and

          (7) Grantor so  elects  by  written  notice  delivered to Grantee
within  five  (5)  days  after  settlement  of  the aforesaid insurance  or
condemnation claim, then, Grantee shall, solely for  the  purposes  of such
restoration or repair, advance so much of the remainder of such sums as may
be  required  for  such restoration or repair,  and any funds deposited  by
Grantor therefor, to  Grantor  in  the  manner  and  upon  such  terms  and
conditions  as  would be required by a prudent interim construction lender,
including, but not  limited  to, the prior approval by Grantee of plans and
specifications, contractors and  form  of  construction  contracts  and the
furnishing  to  Grantee of permits, bonds, lien waivers, invoices, receipts
and affidavits from  contractors  and  subcontractors in form and substance
satisfactory to Grantee in its discretion, with any remainder being applied
by Grantee for payment of the indebtedness secured hereby in whatever order
Grantee directs in its absolute discretion.

          (8) In all other cases, namely,  in  the event that sixty percent
(60%)  or more of the Improvements located on the  Real  Estate  have  been
taken or  destroyed  or  Grantor  does  not  elect to restore or repair the
Property  pursuant  to clause (a) above, or otherwise  fails  to  meet  the
requirements of clause (a) above, then in any of such events, Grantee shall
elect, in Grantee's absolute  discretion and without regard to the adequacy
of Grantee's security, to do either  of  the  following: (1) accelerate the
maturity  date  of  the Note and declare any and all  indebtedness  secured
hereby to be immediately  due  and  payable and apply the remainder of such
sums received pursuant to this Section  to  the payment of the indebtedness
secured  hereby  in  whatever  order  Grantee  directs   in   its  absolute
discretion,   with   any   remainder   being   paid   to  Grantor,  or  (2)
notwithstanding that Grantor may have elected not to restore  or repair the
Property  pursuant  to  the provisions of Section 1.9(a)(7) above,  require
Grantor to restore or repair  the Property, to the extent that proceeds are
received by Grantor, in the manner  and  upon  such terms and conditions as
would be required by a prudent interim construction  lender, including, but
not limited to the deposit by Grantor with Grantee, within thirty (30) days
after demand therefor, of any deficiency necessary in  order  to assure the
availability  of  sufficient  funds to pay for such restoration or  repair,
including  Grantee's  costs  and expenses  to  be  incurred  in  connection
therewith, the prior approval  by  Grantee  of  plans  and  specifications,
contractors  and  form  of  construction  contracts  and the furnishing  to
Grantee of permits, bonds, lien waivers, invoices, receipts  and affidavits
from  contractors and subcontractors in form and substance satisfactory  to
Grantee in its discretion, and apply the remainder of such sums toward such
restoration and repair, with any balance thereafter remaining being applied
by Grantee for payment of the indebtedness secured hereby in whatever order
Grantee directs in its absolute dscretion.

Any reduction  in  the indebtedness secured hereby resulting from Grantee's
application of any sums  received  by  it  hereunder shall take effect only
when Grantee actually receives such sums and  elects  to apply such sums to
the indebtedness secured hereby and, in any event, the  unpaid  portion  of
the  indebtedness  secured hereby shall remain in full force and effect and
Grantor shall not be  excused  in  the  payment  thereof.  Partial payments
received  by  Grantee,  as described in the preceding  sentence,  shall  be
applied to the unpaid principal  balance evidenced hereby and the remaining
principal balance will be recast to  adjust  the fixed monthly installments
required to be paid pursuant to Section 1.02 of the Note over the remaining
amortization  period.   If  Grantor elects or Grantee  directs  Grantor  to
restore or repair the Property  after  the  occurrence  of  a  casualty  or
partial  taking  of  the Property as provided above, Grantor shall promptly
and diligently, at Grantor's  sole  cost  and  expense  and  regardless  of
whether the insurance proceeds or condemnation award, as appropriate, shall
be  sufficient  for  the  purpose, restore, repair, replace and rebuild the
Property  as nearly as possible  to  its  value,  condition  and  character
immediately prior to such casualty or partial taking in accordance with the
foregoing provisions  and  Grantor  shall  pay  to  Grantee  all  costs and
expenses  of Grantee incurred in administering said rebuilding, restoration
or repair,  provided the Grantee makes such proceeds or award available for
such purpose.  Grantor agrees to execute and deliver from time to time such
further instruments as may be requested by Grantee to confirm the foregoing
assignment to  Grantee of any award, damage, insurance proceeds, payment or
other  compensation.    Grantee   is  hereby  irrevocably  constituted  and
appointed the attorney-in-fact of Grantor (which power of attorney shall be
irrevocable  so long as any indebtedness  secured  hereby  is  outstanding,
shall be deemed  coupled  with  an interest, shall survive the voluntary or
involuntry  dissolution  of Grantor  and  shall  not  be  affected  by  any
disability  or  incapacity suffered  by  Grantor  subsequent  to  the  date
hereof), with full  power  of  substitution,  subject  to the terms of this
section,  to  settle  for,  collect  and receive any such awards,  damages,
insurance proceeds, payments or other  compensation  from  the  parties  or
authorities  making  the  same,  to appear in and prosecute any proceedings
therefor and to give receipts and acquittances therefor.

          1.10 MECHANICS' LIENS.  Grantor shall pay when due all claims and
demands  of  mechanics, materialmen,  laborers  and  others  for  any  work
performed or materials  delivered  for  the  Real  Estate  or Improvements;
provided,  however, that, Grantor shall have the right to contest  in  good
faith any such  claim  or  demand,  so  long  as  it does so diligently, by
appropriate proceedings and without prejudice to Grantee  and provided that
neither  the  Property nor any interest therein would be in any  danger  of
sale, loss or forfeiture as a result of such proceeding or contest.  In the
event Grantor shall  contest  any  such  claim  or  demand,  Grantor  shall
promptly  notify  Grantee  of  such  contest  and  thereafter  shall,  upon
Grantee's  request, promptly provide a bond, cash deposit or other security
satisfactory  to  Grantee to protect Grantee's interest and security should
the  contest  be  unsuccessful.   If  Grantor  shall  fail  to  immediately
discharge  or  provide  security  against  any  such  claim  or  demand  as
aforesaid, Grantee  may do so and any and all expenses incurred by Grantee,
together with interest  thereon  at the Default Interest Rate from the date
incurred by Grantee until actually  paid  by  Grantor, shall be immediately
paid by Grantor on demand and shall be secured by this Security Deed and by
all  of  the  other  Loan  Documents  securing  all  or  any  part  of  the
indebtedness evidenced by the Note.

           1.11  RENTS AND PROFITS.  As additional and collateral  security
for the payment of  the  indebtedness  secured hereby and cumulative of any
and all rights and remedies herein provided  for, Grantor hereby absolutely
and presently assigns to Grantee all existing and future Rents and Profits.
Grantor hereby grants to Grantee the sole, exclusive  and  immediate right,
without taking possession of the Property, to demand, collect  (by  suit or
otherwise), receive and give valid and sufficient receipts for any and  all
of   said  Rents  and  Profits,  for  which  purpose  Grantor  does  hereby
irrevocably  make, constitute and appoint Grantee its attorney-in-fact with
full power to  appoint  substitutes or a trustee to accomplish such purpose
(which power of attorney  shall  be irrevocable so long as any indebtedness
secured hereby is outstanding, shall  be  deemed  to  be  coupled  with  an
interest, shall survive the voluntary or involuntary dissolution of Grantor
and  shall  not  be  affected  by  any disability or incapacity suffered by
Grantor subsequent to the date hereof).  Grantee shall be without liability
for any loss which may arise from a  failure  or inability to collect Rents
and Profits, proceeds or other payments.  However,  until the occurrence of
an Event of Default under this Security Deed, Grantor  shall have a license
to  collect  and  receive  the  Rents and Profits when due and  prepayments
thereof for not more than one month  prior  to  due date thereof.  Upon the
occurrence  of  an  Event  of  Default hereunder, Grantor's  license  shall
automatically  terminate  without   notice   to  Grantor  and  Grantee  may
thereafter, without taking possession of the Property,  collect  the  Rents
and  Profits  itself  or  by  an  agent  or  receiver.   From and after the
termination  of  such  license,  Grantor shall be the agent of  Grantee  in
collection of the Rents and Profits  and  all  of  the Rents and Profits so
collected by Grantor shall be held in trust by Grantor  for  the  sole  and
exclusive benefit of Grantee and Grantor shall, within one (1) business day
after  receipt  of  any  Rents  and  Profits,  pay the ame to Grantee to be
applied by Grantee as hereinafter set forth.  Neither  the  demand  for  or
collection  of Rents and Profits by Grantee shall constitute any assumption
by  Grantee of  any  obligations  under  any  agreement  relating  thereto.
Grantee  is  obligated  to  account  only for such Rents and Profits as are
actually collected or received by Grantee.   Grantor irrevocably agrees and
consents that the respective payors of the Rents  and  Profits  shall, upon
demand and notice from Grantee of an Event of Default hereunder,  pay  said
Rents  and  Profits  to  Grantee  without liability to determine the actual
existence  of  any Event of Default claimed  by  Grantee.   Grantor  hereby
waives any right,  claim  or demand which Grantor may now or hereafter have
against any such payor by reason  of  such  payment of Rents and Profits to
Grantee, and any such payment shall discharge  such  payor's  obligation to
make such payment to Grantor.  All Rents and Profits collected  or received
by  Grantee shall be applied against all expenses of collection, including,
without  limitation,  attorneys'  fees,  against  costs  of  operation  and
management  of the Property and against the indebtedness secured hereby, in
whatever order  or  priority as to any of the items so mentioned as Grantee
directs  in  its sole subjective  discretion  and  without  regard  to  the
adequacy of its  security.   Neither  the exercise by Grantee of any rights
under this Section nor the application  of  any  Rents  and  Profits to the
secured  indebtedness  shall  cure  or  be deemed a waiver of any Event  of
Default hereunder.  The assignment of Rents and Profits hereinabove granted
shall continue in full force and effect during any period of foreclosure or
redemption  with  respect  to  the  Property.    Grantor  has  executed  an
Assignment  of  Leases  and  Rents  dated  of  even  date   herewith   (the
"Assignment")  in  favor  of  Grantee  covering all of the right, title and
interest of Grantor, as landlord, lessor or licensor, in and to any Leases.
All rights and remedies granted to Grantee under the Assignment shall be in
adition to and cumulative of all rights  and  remedies  granted  to Grantee
hereunder.

          1.12 LEASES AND LICENSES.

          (a) Prior to execution of any Leases of space in the Improvements
after the date hereof, Grantor shall submit to Grantee, for Grantee's prior
approval, which approval shall not be unreasonably withheld, a copy  of the
form Lease Grantor plans to use in leasing space in the Improvements.   All
Leases  of  space in the Improvements shall be on terms consistent with the
terms for similar  leases  in  the  market  area  of the Real Estate, shall
provide for free rent only if the same is consistent with prevailing market
conditions and shall provide for market rents then prevailing in the market
area  of  the  Real  Estate.   Grantor  shall also submit  to  Grantee  for
Grantee's  approval, which approval shall  not  be  unreasonably  withheld,
prior to the  execution  thereof, any proposed Lease of the Improvements or
any  portion  thereof  that  differs  materially  and  adversely  from  the
aforementioned form Lease.  Grantor  shall not execute any Lease for all or
a substantial portion of the Property,  except  for  an actual occupancy by
the  Tenant  thereunder,  and  shall at all times promptly  and  faithfully
perform, or cause to be performed,  all  of  the  covenants, conditions and
agreements contained in all Leases with respect to  the  Property,  now  or
hereafter  existing,  on  the  part  of  the  landlord,  lessor or licensor
thereunder  to  be kept and performed.  Grantor shall furnish  to  Grantee,
within ten (10) days  after a request by Grantee to do so, but in any event
by January 1 of each year,  a  current  Rent  Roll  certified by Grantor as
being true and correct containing the names of all Tenants  with respect to
the Property, the terms of their respective Leases, the spaces occupied and
the  rentals  or  fees  payable thereunder and the amount of each  tenant's
security deposit.  Upon the  request  of  Grantee, Grantor shall deliver to
Grantee a copy of each such Lease.  Grantor  shall  not  do or suffer to be
done  any  act  that might result in a default by the landlord,  lessor  or
licensor under any  such  Lease  or allow the Tenant thereunder to withhold
payment or rent and, excet as otherwise expressly permitted by the terms of
Section 1.12 hereof, shall not further  assign  any  such Lease or any such
rents.  Grantor, at no cost or expense to Grantee, shall  enforce, short of
termination, the performance and observance of each and every condition and
covenant  of  each  of the parties under such Leases.  Grantor  shall  not,
without the prior written  consent  of  Grantee,  modify any of the Leases,
terminate or accept the surrender of any Leases, waive or release any other
party  from  the performance or observance of any obligation  or  condition
under such Leases except in the normal course of business in a manner which
is consistent with sound and customary leasing and management practices for
similar properties  in  the  community  in  which  the Property is located.
Grantor  shall  not permit the prepayment of any rents  under  any  of  the
Leases for more than one (1) month prior to the due date thereof.

           (b)  Each  commercial  Lease  executed  after  the  date  hereof
affecting any of  the  Real  Estate  or the Improvements must provide, in a
manner approved by Grantee, that the Tenant will recognize as its landlord,
lessor or licensor, as applicable, and  attorn  to any person succeeding to
the interest of Grantor upon any foreclosure of this  Security Deed or deed
in  lieu  of  foreclosure.  Each such commercial Lease shall  also  provide
that, upon request  of said successor-in-interest, the Tenant shall execute
and deliver an instrument  or  instruments  confirming  its  attornment  as
provided  for  in this Section; provided, however, that neither Grantee nor
any successor-in-interest  shall be bound by any payment of rental for more
than one (1) month in advance,  or  any  amendment  or modification of said
commercial  Lease made without the express written consent  of  Grantee  or
said successor-in-interest.

          (c)  Upon  the  occurrence  of  an  Event  of  Default under this
Security  Deed,  whether  before or after the whole principal  sum  secured
hereby is declared to be immediately  due  or  whether  before or after the
institution   of  legal  proceedings  to  foreclose  this  Security   Deed,
forthwith, upon  demand  of Grantee, Grantor shall surrender to Grantee and
Grantee shall be entitled  to take actual possession of the Property or any
part thereof personally, or  by  its  agent  or  attorneys.  In such event,
Grantee  shall have, and Grantor hereby gives and grants  to  Grantee,  the
right, power  and  authority  to make and enter into Leases with respect to
the Property or portions thereof  for  such  rents  and for such periods of
occupancy and upon conditions and provisions as Grantee  may deem desirable
in its sole discretion, and Grantor expressly acknowledges  and agrees that
the  term  of any such Lease may extend beyond the date of any  foreclosure
sale at the  Property; it being the intention of Grantor that in such event
Grantee shall  be deemed to be and shall be the attorney-in-fact of Grantor
for the purpose  of making and entering into Leases of parts or portions of
the Property for the  rents  and  upon the terms, conditions and provisions
deemed desirable to Grantee in its  sole discretion and with like effect as
if such Leases had been made by Grantor  as  the owner in fee simple of the
Property  free  and clear of any conditions or limitations  established  by
this Security Deed.   The  power  and authority hereby given and granted by
Grantor to Grantee shall be deemed  to  be  coupled with an interest, shall
not be revocable by Grantor so long as any indebtedness  secured  hereby is
outstanding,  shall  survive  the  voluntary or involuntary dissolution  of
Grantor and shall not be affected by  any disability or incapacity suffered
by Grantor subsequent to the date hereof.   In  connection  with any action
taken by Grantee pursuant to this Section, Grantee shall not  be liable for
any  loss  sustained  by  Grantor  resulting  from  any failure to let  the
Property, or any part threof, or from any other act or  omission of Grantee
in  managing  the Property, nor shall Grantee be obligated  to  perform  or
discharge any obligation,  duty  or  liability under any Lease covering the
Property or any part thereof or under  or  by  reason of this instrument or
the  exercise  of rights or remedies hereunder.  Grantor  shall,  and  does
hereby, indemnify  Grantee for, and hold Grantee harmless from, any and all
claims, actions, demands, liabilities, loss or damage which may or might be
incurred by Grantee  under any such Lease or under this Security Deed or by
the exercise of rights  or  remedies  hereunder and from any and all claims
and demands whatsoever which may be asserted  against  Grantee by reason of
any alleged obligations or undertakings on its part to perform or discharge
any of the terms, covenants or agreements contained in any such Lease other
than those finally determined by a court of competent jurisdiction  to have
resulted solely from the gross negligence or willful misconduct of Grantee.
Should  Grantee  incur  any  such liability, the amount thereof, including,
without limitation, costs, expenses  and  attorneys'  fees,  together  with
interest  thereon  at  the  Default Interest Rate from the date incurred by
Grantee  until actually paid by  Grantor,  shall  be  immediately  due  and
payable to  Grantee by Grantor on demand and shall be secured hereby and by
all  of  the  other  Loan  Documents  securing  all  or  any  part  of  the
indebtedness evidenced  by  the Note.  Nothing in this Section shall impose
on Grantee any duty, obligation  or  responsibility  for the control, care,
management or repair of the Property, or for the carrying out of any of the
terms and conditions of any such Lease nor shall it operate to make Grantee
responsible  or  liable  for  any  waste committed on the Property  by  the
Tenants or by any other parties or for any dangerous or defective condition
of the Property, or for any negligence in the management, upkeep, repair or
control of the Property.  Grantor hereby  assents to, ratifies and confirms
any and all ations of Grantee with respect to the Property taken under this
Section.

          1.13 ALIENATION AND FURTHER ENCUMBRANCES.

           (a)  Grantor  acknowledges  that Grantee  has  relied  upon  the
principals of Grantor and their experience  in  owning  and  operating  the
Property through a management contract with Merry Land Property Management,
Inc.  and properties similar to the Property in connection with the closing
of the  loan  evidenced  by  the Note.  Accordingly, except as specifically
allowed hereinbelow in this Section  and  notwithstanding  anything  to the
contrary contained in SECTION 4.6 hereof, in the event that the Property or
any part thereof or interest therein shall be sold, conveyed, disposed  of,
alienated,  hypothecated,  leased  (except  to  Tenants  of  space  in  the
Improvements  in  accordance  with  the provisions of SECTION 1.12 hereof),
assigned, pledged, mortgaged, further  encumbered  or otherwise transferred
or Grantor shall be divested of its title to the Property  or  any interest
therein,  in  any  manner  or  way,  whether  voluntarily or involuntarily,
without the prior written consent of Grantee being  first  obtained,  which
consent  may  be withheld in Grantee's sole discretion, then the same shall
constitute an Event  of Default hereunder and Grantee shall have the right,
at its option, to declare  any  or  all of the indebtedness secured hereby,
irrespective of the maturity date specified  in  the  Note, immediately due
and payable and to otherwise exercise any of its other  rights and remedies
contained in ARTICLE III hereof.  If such acceleration is during any period
when a prepayment fee is payable pursuant to the provisions  set  forth  in
the  Note,  then,  in addition to all of the foregoing, such prepayment fee
shall also then be immediately  due  and  payable to the same end as though
Grantor were prepaying the entire indebtedness  secured  hereby on the date
of such acceleration.  For the purposes of this Section: (i)  in  the event
either  Grantor  or  any  of its general partners or managing members is  a
corporation or trust, the sale, conveyance, transfer or disposition of more
than 10% of the issued and  outstanding  capital stock of Grantor or any of
its general partners or of the beneficial  interest  of  such trust (or the
issuance of new shares of capital stock in Grantor or any  of  its  general
partners  or  managing members so that immediately after such issuance  the
total capital stock  then  issued  and outstanding is more than 110% of the
total immediately prior to such issuance)  shall be deemed to be a transfer
of  an  interest in the Property; and (ii) in  the  event  Grantor  or  any
general partner  or  managing  member  of  Grantor  is a limited or general
partnership, a joint venture or a limited liability company,  a  change  in
the  ownership  interests in any general partner, any joint venturer or any
managing member,  either  voluntarily,  involuntarily  or otherwise, or the
sale,  conveyance,  transfer,  disposition,  alienation,  hypothecation  or
encumbering  of  all  or  any  portion of the interest of any such  general
partner, joint venturer or managing  member  in  Grantor  or  such  general
partner (whether in the form of a beneficial or partnership interest  or in
the  form  of  a  power of direction, control or management, or otherwise),
shall  be  deemed to  be  a  transfer  of  an  interest  in  the  Property.
Notwithstanding  the  foregoing,  however,  (i) limited partnership or non-
managing member interests in Grantor or in any  general partner or managing
member  of  Grantor  shall be freely transferable without  the  consent  of
Grantee, (ii) any involuntary  transfer  caused  by the death of Grantor or
any general partner, shareholder, joint venturer,  or beneficial owner of a
trust shall not be an Event of Default under this Security  Deed so long as
Grantor is reconstituted, if required, following such death and  so long as
those  persons  responsible  for  the  management  of  the  Property remain
unchanged  as  a  result  of  such  death or any replacement management  is
approved by Grantee and (iii) gifts for  estate  planning  purposes  of any
individual's  interests in Grantor or in any of Grantor's general partners,
managing members  or joint venturers to the spouse or any lineal descendant
of such individual,  or  to  a  trust for the benefit of any one or more of
such individual, spouse or lineal  descendant,  shall  not  be  an Event of
Default  under  this Security Deed so long as Grantor is reconstituted,  if
required, following  such gift and so long as those persons responsible for
the management of the  Property and Grantor remain unchanged following such
gift or any replacement management is approved by Grantee.

          (b) Notwithstanding  the  foregoing  provisions  of this Section,
Grantee shall consent to one or more sales, conveyances or transfers of the
Property  in  its  entirety (hereinafter, "SALE") to any person  or  entity
provided that each of  the following terms and conditions are satisfied for
each such Sale:

          (1)     No  Default  or  Event  of  Default  is  then  continuing
hereunder or under any of the other Loan Documents;

          (2)     Grantor gives Grantee written notice of the terms of such
prospective Sale not less  than  sixty  (60)  days before the date on which
such Sale is scheduled to close and, concurrently  therewith, gives Grantee
all  such information concerning the proposed transferee  of  the  Property
(hereinafter,  "BUYER")  as  Grantee would require in evaluating an initial
extension of credit to a borrower  and  pays  to  Grantee  a non-refundable
application fee in the amount of $5,000.00. Grantee shall have the right to
approve or disapprove the proposed Buyer.  In determining whether  to  give
or  withhold its approval of the proposed Buyer, Grantee shall consider the
Buyer's  experience  and  track  record  in owning and operating facilities
similar  to  the  Property,  the Buyer's financial  strength,  the  Buyer's
general business standing and the Buyer's relationships and experience with
contractors,  vendors,  tenants,   lenders  and  other  business  entities;
PROVIDED, HOWEVER, that, notwithstanding  Grantee's  agreement  to consider
the  foregoing  factors  in  determining  whether to give or withhold  such
approval, such approval shall be given or withheld  based  on  what Grantee
determines   to   be  commercially  reasonable  in  Grantee's  commercially
reasonable  discretion  and,  if  given,  may  be  given  subject  to  such
conditions as Grantee may deem appropriate;

          (3)     Grantor  pays  Grantee,  concurrently with the closing of
such Sale, a non-refundable assumption fee in  an  amount equal to all out-
of-pocket  costs  and  expenses, including, without limitation,  attorneys'
fees, incurred by Grantee in connection with the Sale, plus an amount equal
to one percent (1.0%) of  the  then  outstanding  principal  balance of the
Note;

          (4)     The  Buyer  assumes  and  agrees  to pay the indebtedness
secured hereby subject to the provisions of SECTION 4.27  hereof and, prior
to  or  concurrently  with  the  closing of such Sale, the Buyer  executes,
without any cost or expense to Grantee,  such  documents  and agreements as
Grantee shall reasonably require to evidence and effectuate said assumption
and delivers such legal opinions as Grantee may require;

          (5)     A party associated with the Buyer approved  by Grantee in
its sole discretion assumes the obligations of the current indemnitor under
its  guaranty  or  indemnity  agreement and such party associated with  the
Buyer executes, without any cost  or  expense to Grantee, a new guaranty or
indemnity  agreement  in form and substance  satisfactory  to  Grantee  and
delivers such legal opinions as Grantee may require;

          (6)     Grantor  and  the  Buyer  execute,  without  any  cost or
expense  to  Grantee,  new  financing  statements  or  financing  statement
amendments and any additional documents reasonably requested by Grantee;

          (7)     Grantor delivers to Grantee, without any cost or  expense
to  Grantee,  such endorsements to Grantee's title insurance policy, hazard
insurance endorsements  or  certificates  and  other  similar  materials as
Grantee  may  deem  necessary  at  the  time  of the Sale, all in form  and
substance  satisfactory  to  Grantee,  including,  without  limitation,  an
endorsement  or endorsements to Grantee's title insurance  policy  insuring
the lien of this Security Deed, extending the effective date of such policy
to the date of  execution  and delivery (or, if later, of recording) of the
assumption agreement referenced  above in SUBPARAGRAPH (4) of this Section,
with no additional exceptions added  to  such policy, and insuring that fee
simple title to the Property is vested in the Buyer;

          (8)     Grantor executes and delivers  to  Grantee,  without  any
cost  or expense to Grantee, a release of Grantee, its officers, directors,
employees  and  agents,  from  all  claims  and  liability  relating to the
transactions  evidenced  by  the Loan Documents, through and including  the
date of the closing of the Sale,  which  agreement  shall  be  in  form and
substance satisfactory to Grantee and shall be binding upon the Buyer;

          (9)     Subject  to  the provisions of SECTION 4.27 hereof,  such
Sale is not construed so as to relieve  Grantor  of  any personal liability
under the Note or any of the other Loan Documents for  any  acts  or events
occurring  or  obligations  arising  prior  to  or  simultaneously with the
closing of such Sale, and Grantor executes, without any  cost or expense to
Grantee, such documents and agreements as Grantee shall reasonably  require
to  evidence  and  effectuate  the ratification of said personal liability.
Grantor shall be released from and relieved of any personal liability under
the  Note  or  any of the other Loan  Documents  for  any  acts  or  events
occurring or obligations  arising  after the closing of such Sale which are
not caused by or arising out of any acts or events occurring or obligations
arising prior to or simultaneously with the closing of such Sale;

          (10)    Such Sale is not construed  so  as to relieve any current
indemnitor of its obligations under any guaranty or indemnity agreement for
any  acts  or  events  occurring  or  obligations  arising   prior   to  or
simultaneously  with  the  closing  of  such  Sale,  and  each such current
indemnitor executes, without any cost or expense to Grantee, such documents
and  agreements  as  Grantee  shall  reasonably  require  to  evidence  and
effectuate the ratification of each such guaranty and indemnity  agreement.
Each such current indemnitor shall be released from and relieved of  any of
its  obligations  under  any  guaranty  or  indemnity agreement executed in
connection with the loan secured hereby for any acts or events occurring or
obligations arising after the closing of such  Sale which are not caused by
or arising out of any acts or events occurring or obligations arising prior
to or simultaneously with the closing of such Sale;

          (11)    The Buyer shall furnish, if the  Buyer  is a corporation,
partnership or other entity, all appropriate papers evidencing  the Buyer's
capacity and good standing, and the qualification of the signers to execute
the  assumption  of  the  indebtedness  secured  hereby, which papers shall
include certified copies of all documents relating  to the organization and
formation of the Buyer and of the entities, if any, which  are  partners of
the   Buyer.    The   Buyer  and  such  constituent  partners,  members  or
shareholders of Buyer (as the case may be), as Grantee shall require, shall
be single purpose, "bankruptcy  remote" entities, whose formation documents
shall  be  approved  by  counsel  to  Grantee.    The  one  (1)  individual
recommended by the Grantor shall serve as an independent  director  of  the
Buyer  (if  the  Buyer  is  a corporation) or the Buyer's corporate general
partner or as independent member or, as manager, of Buyer if the Buyer is a
limited liability company.  The  consent of such independent party shall be
required for, among other things,  any  merger, consolidation, dissolution,
bankruptcy or insolvency of such independent party or of the Buyer; and

          (12)    Grantor delivers to Grantee  a written statement from the
applicable rating agency to the effect that the  Sale  will not result in a
downgrading,  withdrawal  or  qualification  of the respective  ratings  in
effect  immediately  prior  to  such  Sale  for any  securities  issues  in
connection with a Secondary Market Transaction (as hereinafter defined).

          1.14 PAYMENT OF UTILITIES, ASSESSMENTS,  CHARGES,  ETC.   Grantor
shall  pay  when  due all utility charges which are incurred by Grantor  or
which may become a  charge  or lien against any portion of the Property for
gas, electricity, water and sewer  services  furnished  to  the Real Estate
and/or the Improvements and all other assessments or charges  of  a similar
nature,  or  assessments  payable  pursuant  to  any restrictive covenants,
whether   public  or  private,  affecting  the  Real  Estate   and/or   the
Improvements  or  any  portion  thereof, whether or not such assessments or
charges are or may become liens thereon.

          1.15 ACCESS PRIVILEGES  AND INSPECTIONS.  Grantee and the agents,
representatives and employees of Grantee  shall,  subject  to the rights of
tenants, have full and free access to the Real Estate and the  Improvements
and any other location where books and records concerning the Property  are
kept  at  all  reasonable times for the purposes of inspecting the Property
and of examining, copying and making extracts from the books and records of
Grantor relating  to  the  Property.   Grantor shall lend assistance to all
such agents, representatives and employees of Grantee.

           1.16  WASTE;  ALTERATION  OF IMPROVEMENTS.   Grantor  shall  not
commit, suffer or permit any waste on  the  Property  nor  take any actions
that might invalidate any insurance carried on the Property.  Grantor shall
maintain  the  Property  in  good  condition  and repair.  No part  of  the
Improvements may be removed, demolished or materially  altered, without the
prior  written  consent of Grantee.  Without the prior written  consent  of
Grantee, Grantor shall not commence construction of any improvements on the
Real Estate other  than improvements required for the maintenance or repair
of the Property.

          1.17 ZONING.   Without  the  prior  written  consent  of Grantee,
Grantor shall not seek, make, suffer, consent to or acquiesce in any change
in  the zoning or conditions of use of the Real Estate or the Improvements.
Grantor  shall  comply  with  and  make  all  payments  required  under the
provisions of any covenants, conditions or restrictions affecting the  Real
Estate  or  the  Improvements.   Grantor shall comply with all existing and
future  requirements of all governmental  authorities  having  jurisdiction
over the  Property.   Grantor  shall keep all licenses, permits, franchises
and other approvals necessary for  the  operation  of  the Property in full
force  and  effect.   Grantor  shall operate the Property as  an  apartment
development for so long as the indebtedness  secured hereby is outstanding.
If, under applicable zoning provisions, the use  of  all or any part of the
Real Estate or the Improvements is or becomes a nonconforming  use, Grantor
shall not cause or permit such use to be discontinued or abandoned  without
the  prior  written  consent  of Grantee.  Further, without Grantee's prior
written consent, Grantor shall  not  file  or  subject any part of the Real
Estate   or  the  Improvements  to  any  declaration  of   condominium   or
co-operative  or convert any part of the Real Estate or the Improvements to
a condominium,  co-operative  or  other  form  of  multiple  ownership  and
governance.

           1.18  FINANCIAL STATEMENTS AND BOOKS AND RECORDS.  Grantor shall
keep accurate books  and  records  of  account  of the Property and its own
financial  affairs  sufficient  to  permit  the  preparation  of  financial
statements  therefrom  in  accordance  with generally  accepted  accounting
principles.  Grantee and its duly authorized representatives shall have the
right to examine, copy and audit Grantor's  records and books of account at
all reasonable times.  So long as this Security  Deed  continues in effect,
Grantor  shall  provide  to  Grantee,  in  addition to any other  financial
statements required hereunder or under any of the other Loan Documents, the
following  financial  statements and information,  all  of  which  must  be
certified to Grantee as  being true and correct by Grantor or the person or
entity to which they pertain, as applicable, be prepared in accordance with
generally accepted accounting  principles  consistently  applied  and be in
form and substance acceptable to Grantee:

           (a)  copies  of  all tax returns filed by Grantor, within thirty
(30) days after the date of filing;

          (b) monthly operating statements for the Property within ten (10)
days after the end of each month during the first twelve months of the term
of the loan secured hereby;

           (c) quarterly operating  statements  for  the  Property,  within
thirty (30) days after the end of each calendar quarter;

          (d)  annual  balance sheets for the Property and annual financial
statements for Grantor,  each  principal or general partner in Grantor, and
each indemnitor and guarantor under  any  indemnity or guaranty executed in
connection with the loan secured hereby, within  ninety (90) days after the
end of each calendar year; and

          (e) such other information with respect to the Property, Grantor,
the  principals  or general partners in Grantor, and  each  indemnitor  and
guarantor under any  indemnity  or guaranty executed in connection with the
loan secured hereby, which may be  requested  from time to time by Grantee,
within a reasonable time after the applicable request.

If any of the aforementioned materials are not  furnished to Grantee within
the applicable time periods or Grantee is dissatisfied with the contents of
any  of  the  foregoing, in addition to any other rights  and  remedies  of
Grantee contained  herein,  Grantee  shall  have  the  right,  but  not the
obligation  after notice and a 30 day right to cure, to obtain the same  by
means of an audit by an independent certified public accountant selected by
Grantee, in which event Grantor agrees to pay, or to reimburse Grantee for,
any expense of  such  audit  and  further  agrees  to provide all necessary
information to said accountant and to otherwise cooperate  in the making of
such audit.

          1.19 FURTHER DOCUMENTATION.  (a) Grantor shall, on the request of
Grantee  and at the expense of Grantor:  (a) promptly correct  any  defect,
error or omission  which may be discovered in the contents of this Security
Deed or in the contents  of  any  of the other Loan Documents; (b) promptly
execute, acknowledge, deliver and record  or  file such further instruments
(including, without limitation, further mortgages, deeds of trust, security
deeds, security agreements, financing statements,  continuation  statements
and  assignments  of rents or leases) and promptly do such further acts  as
may be necessary, desirable  or  proper  to  carry out more effectively the
purposes of this Security Deed and the other Loan  Documents and to subject
to  the  liens  and  security  interests  hereof and thereof  any  property
intended by the terms hereof and thereof to  be covered hereby and thereby,
including specifically, but without limitation,  any  renewals,  additions,
substitutions, replacements or appurtenances to the Property; (c)  promptly
execute,  acknowledge, deliver, procure and record or file any document  or
instrument   (including   specifically   any  financing  statement)  deemed
advisable by Grantee to protect, continue  or  perfect  the  liens  or  the
security  interests  hereunder  against  the  rights  or interests of third
persons;  and  (d) promptly furnish to Grantee, upon Grantee's  request,  a
duly acknowledged  written  statement and estoppel certificate addressed to
such party or parties as directed  by  Grantee  and  in  form and substance
supplied by Grantee, setting forth all amounts due under the  Note, stating
whether  any  Default  or Event of Default has occurred hereunder,  stating
whether any offsets or defenses  exist  against  the  indebtedness  secured
hereby and containing such other matters as Grantee may reasonably require.

           (b)  Grantor  acknowledges  that  Grantee and its successors and
assigns  may  effectuate  a  Secondary Market Transaction.   Grantor  shall
cooperate in good faith with Grantee in effecting any such Secondary Market
Transaction and shall cooperate in good faith to implement all requirements
imposed by any rating agency involved  in  any Secondary Market Transaction
including,  without limitation, all structural  or  other  changes  to  the
indebtedness  secured  hereby, modifications to any documents evidencing or
securing  the loan; provided,  however,  that  the  Grantor  shall  not  be
required to  modify  any  documents evidencing or securing the indebtedness
secured hereby which would  modify  (A) the interest rate payable under the
Note,  (B)  the  stated  maturity of the  Note,  (C)  the  amortization  of
principal of the Note, or  (D)  any  other  material  economic  term of the
indebtedness  secured hereby.  Grantor shall provide such information,  and
documents relating  to  Grantor,  any guarantor or indemnitor, the Property
and any tenants of the Improvements  as  Grantee  may reasonably request in
connection  with  such Secondary Market Transaction.   Grantor  shall  make
available to Grantee all information concerning its business and operations
that Grantee may reasonably  request.   Grantee shall be permitted to share
all such information with the investment  banking  firms,  rating agencies,
accounting  firms, law firms and other third-party advisory firms  involved
with the Loan Documents or the applicable Secondary Market Transaction.  It
is understood  that  the  information  provided  by  Grantor to Grantee may
ultimately be incorporated into the offering documents  for  the  Secondary
Market Transaction and thus various investors may also see some or  all  of
the information.  Grantee and all of the aforesaid third-party advisors and
professional  firms  shall  be entitled to rely on the information supplied
by, or on behalf of, Grantor  and  Grantor  indemnifies  Grantee  as to any
losses, claims, damages or liabilities that arise out of or are based  upon
any  untrue  statement  or  alleged  untrue  statement of any material fact
contained  in  such  information or arise out of  or  are  based  upon  the
omission or alleged omission  to  state therein a material fact required to
be stated in such information or necessary  in order to make the statements
in such information, or in light of the circumstances under which they were
made,  not  misleading.   Grantee  may  publicize   the  existence  of  the
indebtedness  secured  hereby  in  connection  with  its  marketing  for  a
Secondary   Market  Transaction  or  otherwise  as  part  of  its  business
development.   For  purposes hereof, a "Secondary Market Transaction" shall
be (a) any sale of the  Security Deed, Note and other Loan Documents to one
or more investors as a whole  loan; (b) a participation of the indebtedness
secured hereby to one or more investors,  (c)  any  deposit of the Security
Deed, Note and other Loan Documents with a trust or other  entity which may
sell certificates or other instruments to investors evidencing an ownership
interest in the assets of such trust or other entity, or (d) any other sale
or transfer of the indebtedness secured hereby or any interest  therein  to
one or more investors.

           1.20  PAYMENT OF COSTS; REIMBURSEMENT TO GRANTEE.  Grantor shall
pay all costs and  expenses  of every character incurred in connection with
the  closing of the loan evidenced  by  the  Note  and  secured  hereby  or
otherwise  attributable  or  chargeable  to  Grantor  as  the  owner of the
Property,  including,  without limitation, appraisal fees, recording  fees,
documentary,  stamp, mortgage  or  intangible  taxes,  brokerage  fees  and
commissions,  title   policy   premiums  and  title  search  fees,  uniform
commercial code/tax lien/litigation search fees, escrow fees and reasonable
attorneys' fees.  If Grantor defaults in any such payment, which default is
not cured within any applicable  grace  or cure period, Grantee may pay the
same and Grantor shall reimburse Grantee  on  demand for all such costs and
expenses incurred or paid by Grantee, together  with  such interest thereon
at  the Default Interest Rate from and after the date of  Grantee's  making
such  payment  until  reimbursement  thereof  by  Grantor.   Any  such sums
disbursed  by  Grantee,  together  with  such  interest  thereon,  shall be
additional indebtedness of Grantor secured by this Security Deed and by all
of  the  other  Loan Documents securing all or any part of the indebtedness
evidenced by the  Note.   Further, Grantor shall promptly notify Grantee in
writing of any litigation or  threatened litigation affecting the Property,
or any other demand or claim which,  if  enforced, could impair or threaten
to impair Grantee's security hereunder.  Without  limiting  or  waiving any
other rights and remedies of Grantee hereunder, if Grantor fails to perform
any  of its covenants or agreements contained in this Security Deed  or  in
any of  the  other  Loan Documents and such failure is not cured within any
applicable grace or cure period, or if any action or proceeding of any kind
(including, but not limited  to,  any  bankruptcy, insolvency, arrangement,
reorganization or other debtor relief proceeding)  is commenced which might
affect Grantee's interest in the Property or Grantee's right to enforce its
security,  then  Grantee  may,  at  its  option, with or without  notie  to
Grantor, make any appearances, disburse any  sums  and  take any actions as
may  be necessary or desirable to protect or enforce the security  of  this
Security  Deed or to remedy the failure of Grantor to perform its covenants
and agreements (without, however, waiving any default of Grantor).  Grantor
agrees to pay  on  demand  all expenses of Grantee incurred with respect to
the  foregoing  (including,  but   not  limited  to,  reasonable  fees  and
disbursements of counsel), together  with  interest  thereon at the Default
Interest Rate from and after the date on which Grantee incurs such expenses
until reimbursement thereof by Grantor.  Any such expenses  so  incurred by
Grantee,  together  with  interest  thereon  as  provided  above, shall  be
additional indebtedness of Grantor secured by this Security Deed and by all
of  the  other Loan Documents securing all or any part of the  indebtedness
evidenced  by  the  Note.   The  necessity  for any such actions and of the
amounts  to  be  paid  shall be determined by Grantee  in  its  discretion.
Grantee is hereby empowered  to enter and to authorize others to enter upon
the Property or any part thereof for the purpose of performing or observing
any such defaulted term, covenant  or  condition  without  thereby becoming
liable  to  Grantor  or  any  person  in possession holding under  Grantor.
Grantor hereby acknowledges and agrees  that the remedies set forth in this
Section 1.20 shall be exercisable by Grantee, and any and all payments made
or costs or expenses incurred by Grantee  in  connection therewith shall be
secured hereby and shall be, without demand, immediately  repaid by Grantor
with  interest  thereon  at the Default Interest Rate, notwithstanding  the
fact that such remedies were  exercised  and  such  payments made and costs
incurred by Grantee after the filing by Grantor of a  voluntary case or the
filing against Grantor of an involuntary case pursuant  to  or  within  the
meaning  of the Bankruptcy Reform Act of 1978, as amended, Title 11 U.S.C.,
or after any similar action pursuant to 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 Grantor, Grantee,  any guarantor or indemnitor, the secured indebtedness
or any of the Loan Documents.  Grantor hereby indemnifies and holds Grantee
harmless from and against  all  loss, cost and expenses with respect to any
Event  of  Default  hereof,  any liens  (i.e.,  judgments,  mechanics'  and
materialmen's liens, or otherwise),  charges and encumbrances filed against
the  Property,  and from any claims and  demands  for  damages  or  injury,
including claims  for  property  damage, personal injury or wrongful death,
arising out of or in connection with any accident or fire or other casualty
on the Real Estate or the Improvements  or  any  nuisance  made or suffered
thereon,  including,  in any case, attorneys' fees, costs and  expenses  as
aforesaid,  whether  at  pretrial,  trial  or  appellate  level,  and  such
indemnity shall survive payment in full of the indebtedness secured hereby.
This  Section shall not be  construed  to  require  Grantee  to  incur  any
expenses, make any appearances or take any actions.

           1.21  SECURITY INTEREST.  This Security Deed is also intended to
encumber and create  a  security  interest in, and Grantor hereby grants to
Grantee a security interest in all sums on deposit with Grantee pursuant to
the provisions of Sections 1.6, 1.7  and  1.8  hereof  or any other Section
hereof and all fixtures, chattels, accounts, equipment, inventory, contract
rights, general intangibles and other personal property included within the
Property, all renewals, replacements of any of the aforementioned items, or
articles in substitution therefor or in addition thereto  or  the  proceeds
thereof  (said  property  is  hereinafter  referred  to collectively as the
"Collateral"), whether or not the same shall be attached to the Real Estate
or the Improvements in any manner.  It is hereby agreed  that to the extent
permitted by law, all of the foregoing property is to be deemed and held to
be  a  part  of  and affixed to the Real Estate and the Improvements.   The
foregoing security  interest  shall also cover Grantor's leasehold interest
in  any  of  the  foregoing  property   which   is   leased   by   Grantor.
Notwithstanding the foregoing, all of the foregoing property shall be owned
by  Grantor and no material leasing or installment sales or other financing
or title  retention  agreement  in  connection therewith shall be permitted
without the prior written approval of Grantee.  Grantor shall, from time to
time upon the request of Grantee, supply  Grantee  with a current inventory
of  all  of  the property in which Grantee is granted a  security  interest
hereunder, in  such  detail as Grantee may require.  Grantor shall promptly
replace all of the Collateral  subject  to the lien or security interest of
this Security Deed when worn or obsolete  with Collateral comparable to the
worn out or obsolete Collateral when new and  will  not,  without the prior
written consent of Grantee, remove from the Real Estate or the Improvements
any  of  the  Collateral subject to the lien or security interest  of  this
Security Deed except such as is replaced by an article of equal suitability
and value as abov  provided, owned by Grantor free and clear of any lien or
security interest except  that  created by this Security Deed and the other
Loan Documents and except as otherwise  expressly permitted by the terms of
Section 1.13 of this Security Deed.  All of the Collateral shall be kept at
the location of the Real Estate except as  otherwise  required by the terms
of  the  Loan Documents.   Grantor shall not use any of the  Collateral  in
violation of any applicable statute, ordinance or insurance policy.

           1.22  SECURITY  AGREEMENT.   This  Security  Deed  constitutes a
security  agreement  between  Grantor  and  Grantee  with  respect  to  the
Collateral in which Grantee is granted a security interest hereunder,  and,
cumulative  of  all other rights and remedies of Grantee hereunder, Grantee
shall have all of  the  rights  and  remedies  of a secured party under any
applicable Uniform Commercial Code.  Grantor hereby  agrees  to execute and
deliver  on demand and hereby irrevocably constitutes and appoints  Grantee
the attorney-in-fact of Grantor to execute and deliver and, if appropriate,
to file with  the  appropriate  filing  officer  or  office  such  security
agreements,   financing   statements,   continuation  statements  or  other
instruments as Grantee may request or require  in  order to impose, perfect
or continue the perfection of the lien or security interest created hereby.
Except  with  respect  to  Rents  and  Profits  to the extent  specifically
provided herein to the contrary, Grantee shall have the right of possession
of  all cash, securities, instruments, negotiable  instruments,  documents,
certificates and any other evidences of cash or other property or evidences
of rights  to  cash rather than property, which are now or hereafter a part
of the Property  and  Grantor  shall  promptly deliver the same to Grantee,
endorsed to Grantee, without further notice  from  Grantee.  Grantor agrees
to  furnish  Grantee  with  notice  of  any change in the  name,  identity,
organizational  structure, residence, or principal  place  of  business  or
mailing address of  Grantor  within  ten (10) days of the effective date of
any such change.  Upon the occurrence  of  any  Event  of  Default, Grantee
shall have the rights and remedies as prescribed in this Security  Deed, or
as  prescribed  by  general law, or as prescribed by any applicable Uniform
Commercial  Code, all  at  Grantee's  election.   Any  disposition  of  the
Collateral may  be  conducted  by  an  employee  or  agent of Grantee.  Any
person, including both Grantor and Grantee, shall be eligible  to  purchase
any  part  or  all  of the Collateral at any such disposition.  xpenses  of
retaking, holding, preparing  for  sale,  selling  or  the like (including,
without limitation, Grantee's attorneys' fees and legal expenses), together
with interest thereon at the Default Interest Rate from  the  date incurred
by  Grantee  until  actually  paid by Grantor, shall be paid by Grantor  on
demand and shall be secured by  this  Security Deed and by all of the other
Loan Documents securing all or any part  of  the  indebtedness evidenced by
the Note.  Grantee shall have the right to enter upon  the  Real Estate and
the  Improvements or any real property where any of the property  which  is
the subject  of  the  security  interest  granted herein is located to take
possession of, assemble and collect the same  or  to render it unusable, or
Grantor, upon demand of Grantee, shall assemble such  property  and make it
available to Grantee at the Real Estate, a place which is hereby  deemed to
be  reasonably  convenient  to  Grantee  and  Grantor.   Grantee shall give
Grantor at least ten (10) days' prior written notice of the  time and place
of  any public sale of such property or of the time of or after  which  any
private  sale  or any other intended disposition thereof is to be made, and
if such notice is  sent to Grantor, as the same is provided for the mailing
of notices herein, it  is  hereby  deemed  that such notice shall be and is
reasonable notice to Grantor.  No such notice  is  necessary  for  any such
property which is perishable, threatens to decline speedily in value  or is
of  a type customarily sold on a recognized market.  Any sale made pursuant
to the  provisions  of  this  Section shall be deemed to have been a public
sale   conducted   in   a   commercially    reasonable   manner   if   held
contemporaneously with the foreclosure sale as  provided  in Section 3.1(e)
hereof upon giving the same notice with respect to the sale of the Property
hereunder  as is required under said Section 3.1(e).  Furthermore,  to  the
extent permitted  by  law,  in  conjunction  with,  in  addition  to  or in
substitution  for the rights and remedies available to Grantee pursuant  to
an applicable Uniform Commercial Code:

          (a) In  the event of a foreclosure sale, the Property may, at the
option of Grantee, be sold as a whole; and

          (b) It shall not be necessary that Grantee take possession of the
aforementioned Collateral,  or any part thereof, prior to the time that any
sale pursuant to the provisions  of  this Section is conducted and it shall
not be necessary that said Collateral,  or  any part thereof, be present at
the location of such sale; and

          (c) Grantee may appoint or delegate  any  one  or more persons as
agent to perform any act or acts necessary or incident to  any sale held by
Grantee, including the sending of notices and the conduct of  the sale, but
in the name and on behalf of Grantee.

          The  name and address of Grantor (as Debtor under any  applicable
Uniform Commercial Code) are:

                         ML Hammocks at Long Point, L.L.C.
                         c/o Dorrie E. Green
                         624 Ellis Street, 2{nd} Floor
                         Augusta, Georgia 30901

          The name  and  address  of  Grantee  (as  Secured Party under any
applicable Uniform Commercial Code) are:

                         First Union National Bank
                         One First Union Center, DC6
                         Charlotte, North Carolina 28288-0166

          1.23 EASEMENTS AND RIGHTS OF WAY.  Grantor  shall  not  grant any
easement  or  right-of-way  with respect to all or any portion of the  Real
Estate or the Improvements without  the  prior  written consent of Grantee.
The  purchaser at any foreclosure sale hereunder may,  at  its  discretion,
disaffirm  any  easement or right-of-way granted in violation of any of the
provisions of this  Security  Deed and may take immediate possession of the
Property free from, and despite  the  terms  of,  such grant of easement or
right-of-way.   If  Grantee  consents  to  the  grant  of  an  easement  or
right-of-way, Grantee agrees to grant such consent provided that Grantee is
paid  a  standard  review fee together with all other expenses,  including,
without limitation,  attorneys'  fees, incurred by Grantee in the review of
Grantor's  request  and  in  the preparation  of  documents  effecting  the
subordination.

          1.24 COMPLIANCE WITH  LAWS.   Grantor  shall  at all times comply
with  all statutes, ordinances, orders, regulations and other  governmental
or quasi-governmental  requirements  and private covenants now or hereafter
relating to the ownership, construction,  use or operation of the Property,
including, but not limited to, those concerning employment and compensation
of persons engaged in operation and maintenance  of  the  Property  and any
environmental  or  ecological  requirements,  even if such compliance shall
require  structural  changes  to the Property;   provided,  however,  that,
Grantor may, upon providing Grantee  with security satisfactory to Grantee,
proceed  diligently  and  in  good  faith  to   contest   the  validity  or
applicability of any such statute, ordinance, regulation or  requirement so
long as during such contest the Property shall not be subject  to any lien,
charge,  fine  or  other  liability  and  shall  not  be in danger of being
forfeited, lost or closed.  Grantor shall not use or occupy,  or  allow the
use or occupancy of, the Property in any manner which violates any Lease of
or  any  other agreement applicable to the Property or any applicable  law,
rule, regulation or order or which constitutes a public or private nuisance
or which makes  void,  voidable or cancelable, or increases the premium of,
any insurance then in force with respect thereto.

          1.25 ADDITIONAL  TAXES.  In the event of the enactment after this
date of any law of the state  where the Property is located or of any other
governmental entity deducting from  the  value  of  the  Property  for  the
purpose  of  taxing  any  lien,  conveyance or security interest thereon or
thereof, or imposing upon Grantee  the  payment of the whole or any part of
the taxes or assessments or charges of liens  herein required to be paid by
Grantor, or changing in any way the laws relating  to the taxation of deeds
of trust, security deeds, mortgages or security agreements or debts secured
by mortgages, security deeds, or security agreements or the interest of the
Grantee or secured party in the property covered thereby,  or the manner of
collection of such taxes, so as to adversely affect this Security  Deed  or
the  indebtedness  secured  hereby or Grantee, then, and in any such event,
Grantor, upon demand by Grantee, shall pay such taxes, assessments, charges
or liens, or reimburse Grantee  therefor; provided, however, that if in the
opinion of counsel for Grantee (a)  it might be unlawful to require Grantor
to make such payment, or (b) the making of such payment might result in the
imposition of interest beyond the maximum amount permitted by law, then and
in either such event, Grantee may elect,  by  notice  in  writing  given to
Grantor, to declare all of the indebtedness secured hereby to be and become
due and payable in full thirty (30) days from the giving of such notice.

          1.26 SECURED INDEBTEDNESS.  It is understood and agreed that this
Security  Deed  shall secure payment of not only the indebtedness evidenced
by the Note but also  any and all substitutions, replacements, renewals and
extensions of the Note,  any  and  all indebtedness and obligations arising
pursuant to the terms hereof and any  and  all indebtedness and obligations
arising pursuant to the terms of any of the  other  Loan  Documents, all of
which indebtedness is equally secured with and has the same priority as any
amounts  advanced  as  of  the  date  hereof. It is agreed that any  future
advances made by Grantee to or for the benefit of Grantor from time to time
under this Security Deed or the other Loan  Documents  and  whether  or not
such  advances  are  obligatory  or  are  made at the option of Grantee, or
otherwise, made for any purpose, within twenty  (20)  years  from  the date
hereof, and all interest accruing thereon, shall be equally secured by this
Security  Deed  and  shall  have  the same priority as all amounts, if any,
advanced as of the date hereof and shall be subject to all of the terms and
provisions of this Security Deed.

          1.27 GRANTOR'S WAIVERS.   To  the  full  extent permitted by law,
Grantor agrees that Grantor shall not at any time insist upon, plead, claim
or  take  the  benefit  or advantage of any law now or hereafter  in  force
providing for any appraisement,  valuation,  stay, moratorium or extension,
or any law now or hereafter in force providing for the reinstatement of the
indebtedness secured hereby prior to any sale  of  the  Property to be made
pursuant to any provisions contained herein or prior to the entering of any
decree,  judgment or order of any court of competent jurisdiction,  or  any
right under  any statute to redeem all or any part of the Property so sold.
Grantor, for Grantor  and Grantor's successors and assigns, and for any and
all persons ever claiming  any interest in the Property, to the full extent
permitted by law, hereby knowingly,  intentionally and voluntarily with and
upon the advice of competent counsel:   (a)  waives, releases, relinquishes
and  forever  forgoes  all  rights  of  valuation,  appraisement,  stay  of
execution, reinstatement and notice of election or intention  to  mature or
declare   due   the  secured  indebtedness  (except  such  notices  as  are
specifically provided  for  herein); (b) waives, releases, relinquishes and
forever forgoes all right to  a  marshalling  of  the  assets  of  Grantor,
including the Property, to a sale in the inverse order of alienation, or to
direct the order in which any of the Property shall be sold in the event of
foreclosure  of  the liens and security interests hereby created and agrees
that any court having  jurisdiction  to  foreclose  such liens and security
interests  may  order  the Property sold as an entirety;  and  (c)  waives,
releases, relinquishes and  forever  forgoes  all  rights  and  periods  of
redemption  provided under applicable law.  To the full extent permitted by
law, Grantor  shall  not have or assert any right under any statute or rule
of law pertaining to the  exemption  of  homestead or other exemption under
any  federal,  state  or  local  law  now  or  hereafter   in  effect,  the
administration of estates of decedents or oher matters whatever  to defeat,
reduce or affect the right of Grantee under the terms of this Security Deed
to  a  sale of the Property, for the collection of the secured indebtedness
without  any  prior  or  different  resort  for collection, or the right of
Grantee  under  the  terms of this Security Deed  to  the  payment  of  the
indebtedness secured hereby  out of the proceeds of sale of the Property in
preference  to  every other claimant  whatever.   Further,  Grantor  hereby
knowingly, intentionally  and  voluntarily,  with  and  upon  the advice of
competent  counsel, waives, releases, relinquishes and forever forgoes  all
present and  future  statutes  of limitations as a defense to any action to
enforce the provisions of this Security  Deed  or  to  collect  any  of the
indebtedness  secured  hereby the fullest extent permitted by law.  Grantor
covenants  and  agrees  that  upon  the  commencement  of  a  voluntary  or
involuntary bankruptcy proceeding  by or against Grantor, Grantor shall not
seek a supplemental stay or otherwise  shall not seek pursuant to 11 U.S.C.
<section>105 or any other provision of the  Bankruptcy  Reform Act of 1978,
as amended, 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 Grantee to enforce any rights of Grantee
against any guarantor or indemnitor of the secured obligations or any other
party liable with respect  thereto  by virtue of any indemnity, guaranty or
otherwise.

          1.28 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

           (a)  GRANTOR,  TO  THE  FULL EXTENT  PERMITTED  BY  LAW,  HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY,  WITH  AND  UPON  THE  ADVICE  OF
COMPETENT  COUNSEL,  (i)  SUBMITS  TO PERSONAL JURISDICTION IN THE STATE IN
WHICH THE PROPERTY IS LOCATED OVER ANY  SUIT,  ACTION  OR PROCEEDING BY ANY
PERSON  ARISING  FROM OR RELATING TO THE NOTE, THIS SECURITY  DEED  OR  ANY
OTHER OF THE LOAN  DOCUMENTS,  (ii)  AGREES  THAT  ANY SUCH ACTION, SUIT OR
PROCEEDING  MAY  BE  BROUGHT  IN  ANY STATE OR FEDERAL COURT  OF  COMPETENT
JURISDICTION  OVER  THE COUNTY IN WHICH  THE  PROPERTY  IS  LOCATED,  (iii)
SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND, (iv) TO THE FULLEST EXTENT
PERMITTED BY LAW, AGREES  THAT  IT  WILL  NOT  BRING  ANY  ACTION,  SUIT OR
PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT OF
GRANTEE  TO  BRING  ANY  ACTION,  SUIT  OR PROCEEDING IN ANY OTHER FORUM OR
GRANTOR'S ABILITY TO ACCESS SUCH OTHER FORUM IN CONNECTION WITH ANY ACTION,
SUIT  OR  PROCEEDING BROUGHT BY GRANTEE).   GRANTOR  FURTHER  CONSENTS  AND
AGREES TO SERVICE  OF  ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY
SUCH SUIT, ACTION OR PROCEEDING  BY  REGISTERED  OR  CERTIFIED  U.S.  MAIL,
POSTAGE PREPAID, TO GRANTOR AT THE ADDRESS FOR NOTICES DESCRIBED IN SECTION
4.5  HEREOF, AND CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE  IN
EVERY  RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING HEREIN SHALL AFFECT
THE VALIDITY  OR  EFFECTIVENESS  OF  PROCESS  SERVED  IN  ANY  OTHER MANNER
PERMITTED BY LAW).

           (b)  GRANTEE AND GRANTOR, TO THE FULL EXTENT PERMITTED  BY  LAW,
HEREBY KNOWINGLY,  INTENTIONALLY  AND VOLUNTARILY, WITH AND UPON THE ADVICE
OF COMPETENT COUNSEL, WAIVE, RELINQUISH  AND  FOREVER  FORGO THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN
ANY WAY RELATING TO THE INDEBTEDNESS SECURED HEREBY OR ANY  CONDUCT, ACT OR
OMISSION  OF  GRANTEE  OR  GRANTOR,  OR  ANY  OF THEIR DIRECTORS, OFFICERS,
PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS,  OR  ANY  OTHER  PERSONS
AFFILIATED WITH GRANTEE OR GRANTOR, IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.

           1.29  CONTRACTUAL STATUTE OF LIMITATIONS.  Grantor hereby agrees
that any claim or  cause  of  action  by Grantor against Grantee, or any of
Grantee's directors, officers, employees, agents, accountants or attorneys,
based upon, arising from or relating to the indebtedness secured hereby, or
any  other  matter,  cause or thing whatsoever,  whether  or  not  relating
thereto, occurred, done,  omitted  or  suffered to be done by Grantee or by
Grantee's directors, officers, employees, agents, accountants or attorneys,
whether  sounding in contract or in tort  or  otherwise,  shall  be  barred
unless asserted  by  Grantor by the commencement of an action or proceeding
in a court of competent  jurisdiction  by  the filing of a complaint within
one  (1)  year  after  Grantor  first acquires or  reasonably  should  have
acquired knowledge of the first act, occurrence or omission upon which such
claim or cause of action, or any  part  thereof,  is based and service of a
summons  and  complaint  on  an  officer  of  Grantee or any  other  person
authorized to accept service of process on behalf of Grantee, within thirty
(30) days thereafter.  Grantor agrees that such one (1) year period of time
is reasonable and sufficient time for a borrower  to  investigate  and  act
upon  any  such claim or cause of action.  The one (1) year period provided
herein shall  not  be  waived,  tolled  or  extended except by the specific
written agreement of Grantee.  This provision shall survive any termination
of this Security Deed or any of the other Loan Documents.

          1.30 MANAGEMENT.  The management of  the  Property  shall  be  by
either:   (a)  Grantor  or  an  entity  affiliated with Grantor approved by
Grantee for so long as Grantor or said affiliated  entity  is  managing the
Property in a first class manner; or (b) a professional property management
company approved by Grantee.  Such management by an affiliated entity  or a
professional  property  management  company  shall be pursuant to a written
agreement approved by Grantee.  In no event shall any manager be removed or
replaced  or  the  terms of any management agreement  modified  or  amended
without the prior written consent of Grantee.  After an Event of Default or
a default under any  management  contract  then in effect, which default is
not cured within any applicable grace or cure  period,  Grantee  shall have
the  right to terminate, or to direct Grantor to terminate, such management
contract  upon thirty (30) days' notice and to retain, or to direct Grantor
to retain,  a  new  management  agent  approved  by Grantee.  All Rents and
Profits generated by or derived from the Property  shall  first be utilized
solely  for  current  expenses  directly attributable to the ownership  and
operation of the Property, including,  without limitation, current expenses
relating  to Grantor's liabilities and obligations  with  respect  to  this
Security Deed  and  the  other  Loan  Documents,  and none of the Rents and
Profits  generated  by or derived from the Property shall  be  diverted  by
Grantor and utilized  for  any  other  purposes  unless  all  such  current
expenses  attributable to the ownership and operation of the Property  have
been fully paid and satisfied.

          1.31 HAZARDOUS WASTE AND OTHER SUBSTANCES.

          (a)  Except  for  those  matters  disclosed  in the environmental
reports  furnished  by  Grantor to Grantee, Grantor hereby  represents  and
warrants to Grantee that,  as  of  the  date  hereof:  (i)  to  the best of
Grantor's knowledge, information and belief, the Property is not  in direct
or  indirect  violation  of  any  local,  state  or  federal  law,  rule or
regulation   pertaining   to  environmental  regulation,  contamination  or
clean-up   (collectively,   "Environmental   Laws"),   including,   without
limitation,  the Comprehensive  Environmental  Response,  Compensation  and
Liability Act  of  1980  (42  U.S.C.  <section>9601  ET  SEQ.  and  40  CFR
<section>302.1 ET SEQ.), the Resource Conservation and Recovery Act of 1976
(42  U.S.C. <section>6901 ET SEQ.), the Federal Water Pollution Control Act
(33 U.S.C. <section>1251 ET SEQ. and 40 CFR <section>116.1  ET SEQ.), those
relating  to  lead  based paint, and the Hazardous Materials Transportation
Act  (49  U.S.C.  <section>5101  ET  SEQ.),  the  Georgia  Hazardous  Waste
Management Act, as amended, O.C.G.A. <section> 12-8-60 ET SEQ., the Georgia
Oil or Hazardous Materials  Spills  or  Releases  Act, as amended, O.C.G.A.
<section> 12-14-1 ET SEQ., the Georgia Comprehensive Solid Waste Management
Act, as amended, O.C.G.A. <section> 12-8-20 ET SEQ.,  the  Georgia Asbestos
Safety  Act,  as amended, O.C.G.A. <section> 12-12-1 ET SEQ.,  the  Georgia
Underground Storage  Tank  Act,  as  amended, O.C.G.A. <section> 12-13-1 ET
SEQ.,  and  the regulations promulgated  pursuant  to  said  laws,  all  as
amended; (ii) no hazardous, toxic or harmful substances, wastes, materials,
pollutants or  contaminants  (including, without limitation, asbestos, lead
based  paint,  polychlorinated  biphenyls,  petroleum  products,  flammable
explosives, radioactive materials,  infectious  substances or raw materials
which include hazardous constituents) or any other  substances or materials
which are included under or regulated by Environmental  Laws (collectively,
"Hazardous  Substances")  are  located on or have been handled,  generated,
stored, processed or disposed of  on  or  released  or  discharged from the
Property (including underground contamination) except for  those substances
used  by  Grantor in the ordinary course of its business and in  compliance
with all Environmental  Laws;  (iii)  the  Property  is  not subject to any
private or governmental lien or judicial or administrative notice or action
relating  to  Hazardous  Substances; (iv) there are no existing  or  closed
underground storage tanks  or  other  underground  storage  receptacles for
Hazardous  Substances on the Property except for underground storage  tanks
which are used  to  store  propane and in compliance with all Environmental
Laws; (v) Grantor has received  no  notice of, and to the best of Grantor's
knowledge and belief, there exists no  investigation, action, proceeding or
claim by any agency, authority or unit of  government or by any third party
which could result in any liability, penalty,  sanction  or  judgment under
any  Environmental Laws with respect to any condition, use or operation  of
the Property  nor does Grantor know of any basis for such a claim; and (vi)
Grantor has received  no  notice of and, to the best of Grantor's knowledge
and belief, there has been no claim by any party that any use, operation or
condition of the Property has caused any nuisance or any other liability or
adverse condition on any other  property nor does Grantor know of any basis
for such a claim.

          (b) Grantor shall keep or cause the Property to be kept free from
Hazardous  Substances (except those  substances  used  by  Grantor  in  the
ordinary course  of  its  business and in compliance with all Environmental
Laws) and in compliance with  all  Environmental Laws, shall not install or
use  any underground storage tanks except  for  underground  storage  tanks
which  are  used  to store propane and in compliance with all Environmental
Laws, shall expressly  prohibit  the  use,  generation,  handling, storage,
production, processing and disposal of Hazardous Substances  by all tenants
of space in the Improvements, and, without limiting the generality  of  the
foregoing,  during the term of this Security Deed, shall not install in the
Improvements  or permit to be installed in the Improvements asbestos or any
substance containing asbestos.

          (c) Grantor shall promptly notify Grantee if Grantor shall become
aware of the possible existence of any Hazardous Substances on the Property
or if Grantor shall  become  aware that the Property is or may be in direct
or indirect violation of any Environmental Laws.  Further, immediately upon
receipt of the same, Grantor shall deliver to Grantee copies of any and all
orders, notices, permits, applications,  reports, and other communications,
documents and instruments pertaining to the  actual,  alleged  or potential
presence  or  existence  of any Hazardous Substances at, on, about,  under,
within, near or in connection  with  the Property.  Grantor shall, promptly
and when and as required by applicable  Environmental  Laws,  at  Grantor's
sole  cost and expense, take all actions as shall be necessary or advisable
for the  clean-up of any and all portions of the Property or other affected
property,  including,  without  limitation,  all investigative, monitoring,
removal, containment and remedial actions in accordance with all applicable
Environmental Laws (and in all events in a manner satisfactory to Grantee),
and shall further pay or cause to be paid, at  no  expense  to Grantee, all
clean-up,  administrative and enforcement costs of applicable  governmental
agencies which  may be asserted against the Property.  In the event Grantor
fails to do so, Grantee  may,  but  shall  not  be  obligated to, cause the
Property  or  other  affected  property  to  be  freed from  any  Hazardous
Substances  or otherwise brought into conformance with  Environmental  Laws
and any and all  costs  and  expenses  incurred  by  Grantee  in connection
therewith, together with interest thereon at the Default Interest Rate from
the  date  incurred  by  Grantee  until actually paid by Grantor, shall  be
immediately paid by Grantor on demand and shall be secured by this Security
Deed and by all of the other Loan Documents securing all or any part of the
indebtedness evidenced by the Note.   Grantor  hereby grants to Grantee and
its agents and employees access to the Property  and a license to removeany
items deemed by Grantee to be Hazardous Substances  and  to  do  all things
Grantee  shall  deem  necessary  to bring the Property in conformance  with
Environmental Laws.  Grantor covenants  and  agrees, at Grantor's sole cost
and expense, to indemnify, defend (at trial and  appellate levels, and with
attorneys, consultants and experts acceptable to Grantee), and hold Grantee
harmless from and against any and all liens, damages,  losses, liabilities,
obligations,   settlement  payments,  penalties,  assessments,   citations,
directives,  claims,   litigation,  demands,  defenses,  judgments,  suits,
proceedings, costs, disbursements  or expenses of any kind or of any nature
whatsoever   (including,   without   limitation,   reasonable   attorneys',
consultants'  and  experts'  fees and disbursements  actually  incurred  in
investigating, defending, settling  or prosecuting any claim, litigation or
proceeding) which may at any time be  imposed upon, incurred by or asserted
or  awarded  against  Grantee  or the Property,  and  arising  directly  or
indirectly from or out of:  (i)  the presence, release or threat of release
of any Hazardous Substances on, in,  under  or affecting all or any portion
of  the Property or any surrounding areas, regardless  of  whether  or  not
caused  by  or  within  the  control  of Grantor; (ii) the violation of any
Environmental Laws relating to or affecting  the  Property,  whether or not
caused by or within the control of Grantor; (iii) the failure by Grantor to
comply fully with the terms and conditions of this Section 1.31;  (iv)  the
breach of any representation or warranty contained in this Section 1.31; or
(v)  the  enforcement  of this Section 1.31, including, without limitation,
the cost of assessment, containment and/or removal of any and all Hazardous
Substances from all or any  portion  of  the  Property  or  any surrounding
areas,  the cost of any actions taken in response to the presence,  release
or threat of release of any Hazardous Substances on, in, under or affecting
any portion of the Property or any surrounding areas to prevent or minimize
uch release  or  threat of release so that it does not migrate or otherwise
cause or threaten  danger  to  present  or  future  public  health, safety,
welfare  or  the   environment,  and  costs  incurred  to  comply with  the
Environmental Laws in connection with all or any portion of the Property or
any  surrounding  areas.   The indemnity set forth in this Section  1.31(c)
shall also include any diminution  in the value of the security afforded by
the Property or any future reduction  in the sales price of the Property by
reason of any matter set forth in this  Section  1.31(c).  Grantee's rights
under  this  Section  shall  survive  payment in full of  the  indebtedness
secured hereby and shall be in addition  to  all  other  rights  of Grantee
under this Security Deed, the Note and the other Loan Documents.

           (d) Upon Grantee's request, at any time after the occurrence  of
an Event of  Default  hereunder  or  at  such  other  time  as  Grantee has
reasonable  grounds  to believe that Hazardous Substances are or have  been
released, stored or disposed  of  on  or  around  the  Property or that the
Property  may  be  in  violation of the Environmental Laws,  Grantor  shall
provide, at Grantor's sole  cost and expense, an inspection or audit of the
Property prepared by a hydrogeologist  or  environmental  engineer or other
appropriate  consultant  approved  by  Grantee  indicating the presence  or
absence of Hazardous Substances on the Property or  an  inspection or audit
of the Improvements prepared by an engineering or consulting  firm approved
by  Grantee  indicating  the  presence  or  absence of friable asbestos  or
substances  containing  asbestos  on the Property.   If  Grantor  fails  to
provide  such  inspection  or audit within  thirty  (30)  days  after  such
request, Grantee may order the  same,  and Grantor hereby grants to Grantee
and  its  employees and agents access to the  Property  and  a  license  to
undertake such  inspection or audit.  The cost of such inspection or audit,
together with interest  thereon  at the Default Interest Rate from the date
incurred by Grantee until actually  paid  by  Grantor, shall be immediately
due and payable to Grantee by Grantor on demand and shall be secured hereby
and by all of the other Loan Documents securing  all  or  any  part  of the
indebtedness evidenced by the Note.

           (e)  Reference  is  made  to  that  certain Hazardous Substances
Indemnity Agreement of even date herewith by and  among Grantor, Merry Land
Properties,  Inc. and Grantee (the "Hazardous Indemnity  Agreement").   The
provisions of  this  Security  Deed  and  the Hazardous Indemnity Agreement
shall be read together to maximize the coverage with respect to the subject
matter thereof, as determined by Grantee.

          (f) If, prior to the date hereof,  it  was  determined  that  the
Property  contains  Lead  Based  Paint,  Grantor had prepared an assessment
report describing the location and condition  of  the  Lead  Based Paint (a
"Lead Based Paint Report").  If, at any time hereafter, Lead Based Paint is
suspected  of  being present on the Property, Grantor agrees, at  its  sole
cost and expense  and  within  twenty  (20) days thereafter, to cause to be
prepared a Lead Based Paint Report prepared  by  an  expert,  and  in form,
scope and substance, acceptable to Grantee.

           (g)  Grantor  agrees  that  if  it  has  been, or if at any time
hereafter it is, determined that the Property contains Lead Based Paint, on
or  before  thirty  (30)  days  following  (i)  the  date hereof,  if  such
determination was made prior to the date hereof or (ii) such determination,
if such determination is hereafter made, as applicable,  Grantor  shall, at
its   sole  cost  and  expenses,  develop  and  implement,  and  thereafter
diligently  and  continuously  carry  out  (or  cause  to  be developed and
implemented and thereafter diligently and continually to be  carried  out),
an  operations, abatement and maintenance plan for the Lead Based Paint  on
the Property,  which  plan  shall be prepared by an expert, and be in form,
scope and substance, acceptable  to  Grantee  (together with any Lead Based
Paint Report, the "O&M Plan").  (If an O&M Plan  has been prepared prior to
the date hereof, Grantor agrees to diligently and continually carry out (or
cause to be carried out) the provisions thereof).   Compliance with the O&M
Plan shall require or be deemed to require, without limitation,  the proper
preparation and maintenance of all records, papers and forms required under
the Environmental Laws.

          1.32 INDEMNIFICATION; SUBROGATION.

           (a)  Grantor  shall  indemnify, defend and hold Grantee harmless
against: (i) any and all claims for  brokerage, leasing, finders or similar
fees  which  may  be  made  relating  to  the   Property   or  the  secured
indebtedness, and (ii) any and all liability, obligations, losses, damages,
penalties, claims, actions, suits, costs and expenses (including  Grantee's
reasonable  attorneys'  fees,  together  with  reasonable appellate counsel
fees,  if any) of whatever kind or nature which may  be  asserted  against,
imposed   on  or  incurred  by  Grantee  in  connection  with  the  secured
indebtedness, this Security Deed, the Property, or any part thereof, or the
exercise by  Grantee  of  any  rights  or remedies granted to it under this
Security Deed; provided, however, that nothing herein shall be construed to
obligate Grantor to indemnify, defend and  hold  harmless  Grantee from and
against  any and all liabilities, obligations, losses, damages,  penalties,
claims, actions,  suits,  costs and expenses enacted against, imposed on or
incurred by Grantee by reason  of  Grantee's  willful  misconduct  or gross
negligence.

          (b) If Grantee is made a party defendant to any litigation or any
claim  is  threatened  or  brought  against  Grantee concerning the secured
indebtedness, this Security Deed, the Property, or any part thereof, or any
interest therein, or the construction, maintenance,  operation or occupancy
or  use  thereof,  then  Grantor shall indemnify, defend and  hold  Grantee
harmless from and against  all  liability  by  reason of said litigation or
claims,  including  reasonable  attorneys' fees (together  with  reasonable
appellate counsel fees, if any) and  expenses  incurred  by  Grantee in any
such  litigation or claim, whether or not any such litigation or  claim  is
prosecuted  to judgment.  If Grantee commences an action against Grantor to
enforce any of  the  terms  hereof or to prosecute any breach by Grantor of
any of the terms hereof or to recover any sum secured hereby, Grantor shall
pay to Grantee its reasonable  attorneys'  fees  (together  with reasonable
appellate counsel fees, if any) and expenses.  The right to such attorneys'
fees (together with reasonable appellate counsel fees, if any) and expenses
shall  be  deemed  to have accrued on the commencement of such action,  and
shall be enforceable  whether or not such action is prosecuted to judgment.
If Grantor breaches any  term of this Security Deed, Grantee may engage the
services of an attorney or  attorneys  to protect its rights hereunder, and
in the event of such engagement following  any  breach  by Grantor, Grantor
shall  pay  Grantee  reasonable  attorneys' fees (together with  reasonable
appellate counsel fees, if any) and  expenses  incurred by Grantee, whether
or not an action is actually commenced against Grantor  by  reason  of such
breach.  All references to "attorneys" in this Subsection and elsewhere  in
this  Security  Deed  shall  include without limitation any attorney or law
firm engaged by Grantee and Grantee's  in-house counsel, and all references
to "fees and expenses" in this Subsection  and  elsewhere  in this Security
Deed shall include without limitation any reasonable fees of  such attorney
o  law  firm  and  any allocation charges and allocation costs of Grantee's
in-house counsel.

          (c) A waiver of subrogation shall be obtained by Grantor from its
insurance carrier and,  consequently,  Grantor  waives any and all right to
claim  or  recover  against  Grantee, its officers, employees,  agents  and
representatives, for loss of or  damage to Grantor, the Property, Grantor's
property or the property of others  under  Grantor's control from any cause
insured against or required to be insured against by the provisions of this
Security Deed.

          1.33 NEGATIVE COVENANTS WITH RESPECT  TO INDEBTEDNESS, OPERATIONS
AND  FUNDAMENTAL CHANGES OF GRANTOR.  Grantor hereby  represents,  warrants
and  covenants,  as  of  the  date  hereof  and  until  such  time  as  the
indebtedness secured hereby is paid in full, that Grantor:

          (a) will not, nor will any partner, limited or general, member or
shareholder  thereof,  as applicable, amend, modify or otherwise change its
partnership certificate,  partnership agreement, articles of incorporation,
by-laws, operating agreement,  articles of organization, or other formation
agreement or document, as applicable, in any manner which adversely affects
Grantor's existence as a single purpose entity;

           (b)  will  not  enter  into   any   transaction   of  merger  or
consolidation,  or liquidate or dissolve itself (or suffer any  liquidation
or dissolution),  or  acquire by purchase or otherwise all or substantially
all the business or assets of, or any stock or other evidence of beneficial
ownership of, any entity;

          (c) has not and  will  not  guarantee,  pledge its assets for the
benefit  of,  or  otherwise  become  liable  on or in connection  with  any
obligation of any other person or entity;

          (d) does not own and will not own any  asset  other  than (i) the
Property, and (ii) incidental personal property necessary for the operation
of the Property;

           (e)  is not engaged and will not engage, directly or indirectly,
in any business other  than  the ownership, management and operation of the
Property;

           (f) will not enter into  any  contract  or  agreement  with  any
general partner, member, principal or Affiliate (as hereinafter defined) of
the Grantor or any Affiliate of the general partner, principal or member of
the Grantor  except  upon  terms and conditions that are intrinsically fair
and  substantially  similar  to   those  that  would  be  available  on  an
arms-length basis with third parties other than an Affiliate;

          (g) has not incurred and  will  not  incur  any  debt, secured or
unsecured,  direct  or contingent (including guaranteeing any  obligation),
other than (i) the indebtedness secured hereby, and (ii) Affiliate advances
or trade payables or  accrued  expenses  incurred in the ordinary course of
business of operating the Property not outstanding for more than sixty (60)
days with trade creditors and in amounts as are normal and reasonable under
the circumstances, but in no event to exceed  five  percent of the original
principal  balance  of  the  Note in the aggregate; no other  debt  may  be
secured (senior, subordinate or pari passu) by the Property;

          (h) has not made and  will  not make any loans or advances to any
third party (including any Affiliate);

          (i) is and will be solvent and  pay  its  debt from its assets as
the same shall become due;

           (j)  has  done  or  caused  to be done and will  do  all  things
necessary to preserve its existence, and  will  not,  nor  will any member,
partner,  limited  or  general,  or shareholder thereof, amend,  modify  or
otherwise  change  its  operating  agreement,  articles  of  incorporation,
partnership certificate, partnership  agreement,  articles of incorporation
or bylaws in a manner which adversely affects the Grantor's  existence as a
single purpose entity;

          (k) will conduct and operate its business as presently  conducted
and operated;

           (l)  will  maintain financial statements, books and records  and
bank accounts separate  from those of its Affiliates, including its general
partners and members, except  that  Grantor may be included in consolidated
financial statements of another person where required by generally accepted
accounting principals (GAAP), provided  that  such  consolidated  financial
statements  contain a note indicating that the Grantor is a separate  legal
entity and the  Grantor's  assets  and liabilities are neither available to
pay the debt of the consolidated entity  nor  constitute obligations of the
consolidated entity and that the consolidated entity  is not liable for any
of the liabilities of the Grantor except as otherwise provided  in the Loan
Documents;

          (m) will be, and at all times will hold itself out to the  public
as,  a  legal entity separate and distinct from any other entity (including
any Affiliate  thereof,  including any general partner or member, Affiliate
of the general partner or member of the Grantor);

          (n) will file its own tax returns;

          (o) will maintain  adequate  capital  for  the normal obligations
reasonably foreseeable in a business of its size and character and in light
of its contemplated business operations;

          (p) will not seek the dissolution or winding  up,  in whole or in
part, of the Grantor;

          (q) will not commingle the funds and other assets of Grantor with
those of any general partner, member, any Affiliate or any other person;

          (r) has and will maintain its assets in such a manner  that it is
not  costly or difficult to segregate, ascertain or identify its individual
assets from those of any Affiliate or any other person;

           (s)  does not and will not hold itself out to be responsible for
the debts or obligations of any other person;

          (t) will  not  do any act which would make it impossible to carry
on the ordinary business of Grantor;

           (u)  will not possess  or  assign  the  Property  or  incidental
personal property  necessary  for  the  operation of the Property for other
than a business or company purpose;

           (v)  will not sell, encumber or  otherwise  dispose  of  all  or
substantially all of the Property or incidental personal property necessary
for the operation of the Property;

          (w) will  not  hold  title  to  Grantor's  assets  other  than in
Grantor's name; and

          (x) will not institute proceedings to be adjudicated bankrupt  or
insolvent;  or  consent  to  the  institution  of  bankruptcy or insolvency
proceedings  against  it;  or  file  a  petition seeking,  or  consent  to,
reorganization or relief under any applicable federal or state law relating
to bankruptcy; or consent to the appointment  of  a  receiver,  liquidator,
assignee, trustee, sequestrator (or other similar official) of the  Grantor
or a substantial part of Grantor's property; or make any assignment for the
benefit  of  creditors;  or admit in writing its inability to pay its debts
generally as they become due; or take any action in furtherance of any such
action.

           1.34 COVENANTS REGARDING  INDEPENDENT  MANAGER.    By  execution
hereof, ML Apartments III, Inc., a Georgia corporation agrees that it:

          (a)  shall  at  all times act as the managing member (such entity
together with its successor  or  assignee are hereinafter the "Manager") of
Grantor  with all of the rights, powers,  obligations  and  liabilities  of
managing member under the operating agreement of Grantor and shall take any
and all actions  and  do any and all things necessary or appropriate to the
accomplishment of same and will engage in no other business.

          (b) shall not institute proceedings to be adjudicated bankrupt or
insolvent;  or consent to  the  institution  of  bankruptcy  or  insolvency
proceedings against  it;  or  file  a  petition  seeking,  or  consent  to,
reorganization or relief under any applicable federal or state law relating
to  bankruptcy;  or  consent  to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator  (or other similar official) of the Manager
or a substantial part of its property;  or  make  any  assignment  for  the
benefit  of  creditors;  or admit in writing its inability to pay its debts
generally as they become due;  or  take any corporate action in furtherance
of any such action.

          (c) shall not (a) liquidate  or  dissolve the Manager in whole or
in part and (b) consolidate, merge or enter  into any form of consolidation
with or into any other entity, nor convey, transfer  or  lease  its  assets
substantially  as an entirety to any person or entity nor permit any entity
to consolidate,  merge or enter into any form of consolidation with or into
the Manager, nor convey,  transfer  or lease its assets substantially as an
entirety to any person or entity.

           (d) shall either (i) maintain  its  principal  executive  office
separate from  that  of  any  Affiliate,  or (ii)  if sharing office space,
allocate fairly and reasonably any rent, overhead  and  other lease charges
for  shared  office  space  and  shall use telephone and facsimile  numbers
separate from that of any Affiliate  and  shall conspicuously identify such
numbers as its own and shall use its own stationary,  invoices  and  checks
which  reflect  its  address,  telephone  number  and  facsimile number, as
appropriate;

          (e) shall maintain its corporate records and books  and  accounts
separate  from those of any Affiliate or any other entity and shall prepare
unaudited quarterly  and  annual  financial  statements, and said financial
statements  shall  be  in  compliance  with generally  accepted  accounting
principles and shall be in form reasonably  acceptable  to  Grantee and its
successors  and/or  assigns,  except  that  Manager  may  be  included   in
consolidated  financial  statements  of  another  person  where required by
generally  accepted  accounting  principals  (GAAP),  provided  that   such
consolidated  financial  statements  contain  a  note  indicating  that the
Manager is a separate legal entity and the Manager's assets and liabilities
are  neither  available  to  pay  the  debt  of the consolidated entity nor
constitute obligations of the consolidated entity and that the consolidated
entity is not liable for any of the liabilities  of  the  Manager except as
otherwise provided in the Loan Documents;

           (f) shall maintain its own separate bank accounts  and  correct,
complete and separate books of account;

           (g)   shall  hold  itself  out  to  the  public  (including  any
Affiliate's creditors)  under  the Manager's own name and as a separate and
distinct corporate entity and not as a department, division or otherwise of
any Affiliate;

           (h)  shall  observe  all  customary  formalities  regarding  the
corporate  existence  of the Manager,  including  holding  meetings  of  or
obtaining the consent of  its  board  of directors, as appropriate, and its
stockholders and maintaining current accurate  minute  books  separate from
those of any Affiliate;

           (i)  shall act solely in its own corporate name and through  its
own duly authorized officers and agents and no Affiliate shall be appointed
or act as agent of the Manager in its capacity as Manager of Grantor;

          (j) shall make investments in the name of the Manager directly by
the Manager or on  its behalf by brokers engaged and paid by the Manager or
its agents;

          (k) except  as required by Grantee or any successor to Grantee in
connection with any extension  of  credit  by  Grantee  or any successor to
Grantee   to   Grantor   (or   any   refinancing,  increase,  modification,
consolidation or extension of any such  extension  of  credit),  shall  not
guaranty  or  assume  or hold itself out or permit itself to be held out as
having guaranteed or assumed  any  liabilities of any partner of Grantor or
any Affiliate other than Grantor, nor  shall  the  Manager  make  any loan,
except as permitted in the applicable Operating Agreement of Grantor;

           (l)  represents and warrants that the Manager is and expects  to
remain  solvent  and  shall  pay  its  own  liabilities,  indebtedness  and
obligations of any  kind,  including  all administrative expenses, from its
own separate assets;

          (m) represents and warrants that  assets  of the Manager shall be
separately identified, maintained and segregated and  the  Manager's assets
shall at all times be held by or on behalf of the Manager and  if  held  on
behalf  of  the  Manager  by  another  entity,  shall  at all times be kept
identifiable (in accordance with customary usages) as assets  owned  by the
Manager  (this  restriction  requires,  among  other things, that corporate
funds  shall not be commingled with those of any  Affiliate  and  it  shall
maintain  all  accounts in its own name and with its own tax identification
number, separate from those of any Affiliates);

          (n) shall  not  intentionally  take any action if, as a result of
such action, the Manager would be required  to  register  as  an investment
company under the Investment Company Act of 1940, as amended;

          (o) shall at all times be adequately capitalized to engage in the
transactions contemplated at its formation;

          (p) represents and warrants that all data and records  (including
computer  records)  used  by the Manager or any Affiliate in the collection
and  administration  of any loan  shall  reflect  the  Manager's  ownership
interest therein; and

          (q) represents  and  warrants  that  none  of the Manager's funds
shall be invested in securities issued by any Affiliate.

          (r) shall maintain at all times one (1) Independent Director.

          "Independent Director" shall mean a person who  is  not,  and has
not  at  any  time  during  the  preceding  five  years  been (i) a member,
shareholder  of,  or  an officer, director, attorney, counsel,  partner  or
employee  of,  Grantor  or   any   of  its  shareholders,  subsidiaries  or
affiliates, (ii) a customer of, or supplier  to,  Grantor  or  any  of  its
shareholders,  subsidiaries  or  affiliates, (iii) a person or other entity
controlling or under common control  with  any  such  shareholder, partner,
supplier or customer, or (iv) a member of the immediate  family of any such
shareholder, officer, director, partner, employee, supplier  or customer of
any  other  director of Grantor.  As used herein, the term "control"  means
the possession, directly or indirectly, of the power to direct or cause the
direction of  the  management  and  policies of a person or entity, whether
through ownership of voting securities, by contract or otherwise.

          "Affiliate" means any person or entity other than the Manager (i)
which owns beneficially, directly or  indirectly,  more  than 50 percent of
the outstanding shares of Common Stock or which is otherwise  in control of
the  Manager, (ii) of which more than 50 percent of the outstanding  voting
securities  are  owned  beneficially, directly or indirectly, by any entity
described in clause (i) above,  or  (iii)  which is controlled by an entity
described  in clause (i) above; provided that  for  the  purposes  of  this
definition the  term  "control" and "controlled by" shall have the meanings
assigned to them in Rule 405 under the Securities Act of 1933, as amended.

          1.35 INTENTIONALLY OMITTED PRIOR TO EXECUTION.



                                ARTICLE II
                             EVENTS OF DEFAULT

          2.1 EVENTS OF  DEFAULT.   The  occurrence of any of the following
events  (each,  an  "Event  of  Default") shall  be  an  Event  of  Default
hereunder:

          (a) Grantor fails to punctually  perform any covenant, agreement,
obligation, term or condition under the Note,  this  Security  Deed  or any
other  Loan Document which requires payment of any money to Grantee at  the
time or  within any applicable grace period set forth therein or herein, or
if no time  or grace period is set forth, then within seven (7) days of the
date such payment is due or following demand if there is no due date.

          (b) Grantor fails to provide insurance as required by SECTION 1.4
hereof or fails  to  perform  any  covenant, agreement, obligation, term or
condition set forth in SECTIONS 1.5, 1.15, 1.31 OR 1.33  hereof.

           (c)  Grantor fails to perform  any  other  covenant,  agreement,
obligation, term  or  condition set forth herein other than those otherwise
described in this Section 2.1 and, to the extent such failure or default is
susceptible of being cured,  the continuance of such failure or default for
thirty (30) days after written  notice  thereof  from  Grantee  to Grantor;
provided,  however,  that  if such default is susceptible of cure but  such
cure cannot be accomplished with reasonable diligence within said period of
time, and if Grantor commences  to cure such default promptly after receipt
of notice thereof from Grantee, and  thereafter  prosecutes  the  curing of
such  default  with  reasonable  diligence,  such  period  of time shall be
extended for such period of time as may be necessary to cure  such  default
with reasonable diligence, but not to exceed an additional sixty (60) days.

           (d)  Any  representation  or  warranty  made  herein,  in  or in
connection  with  any  application  or  commitment  relating  to  the  loan
evidenced by the Note, or in any of the other Loan Documents to Grantee  by
Grantor,  by any principal or general partner, manager or member in Grantor
or by any indemnitor  or guarantor under any indemnity or guaranty executed
in  connection  with the  loan  secured  hereby  shall  in  its  reasonable
discretion have been materially false or misleading in any material respect
at the time made.

          (e) There  shall  be a sale, conveyance, disposition, alienation,
hypothecation,  leasing,  assignment,   pledge,  mortgage,  granting  of  a
security interest in  or other transfer or  further  encumbrancing  of  the
Property,  Grantor  or  its  general  partners  or  members, or any portion
thereof or any interest therein, in violation of Section 1.13 hereof.

          (f) An Event of Default or default occurs under  any of the other
Loan Documents which has not been cured within any applicable grace or cure
period therein provided.

          (g) Grantor, any managing member or general partner in Grantor or
any  indemnitor  or guarantor under any indemnity or guaranty  executed  in
connection with the  loan secured hereby becomes insolvent, or shall make a
transfer in fraud of creditors, or shall make an assignment for the benefit
of creditors, shall file  a  petition  in  bankruptcy, shall voluntarily be
adjudicated insolvent or bankrupt or shall admit  in  writing the inability
to pay debts as they mature, shall petition or apply to any tribunal for or
shall  consent  to  or  shall  not contest the appointment of  a  receiver,
trustee, custodian or similar officer  for  Grantor,  for any such managing
member  or  general  partner  of  Grantor  or  for  any such indemnitor  or
guarantor or for a substantial part of the assets of  Grantor,  of any such
managing member or general partner of Grantor or of any such indemnitor  or
guarantor, or shall commence any case, proceeding or other action under any
bankruptcy,  reorganization, arrangement, readjustment or debt, dissolution
or liquidation law or statute of any jurisdiction, whether now or hereafter
in effect.

          (h)  A  petition is filed or any case, proceeding or other action
is commenced against  Grantor,  against  any  managing  member  or  general
partner  of  Grantor  or  against  any  indemnitor  or  guarantor under any
indemnity or guaranty executed in connection with the loan  secured  hereby
seeking to have an order for relief entered against it as debtor or seeking
reorganization,   arrangement,   adjustment,  liquidation,  dissolution  or
composition of it or its debts or  other  relief  under any law relating to
bankruptcy, insolvency, arrangement, reorganization,  receivership or other
debtor relief under any law or statute of any jurisdiction  whether  now or
hereafter  in  effect  or a court of competent jurisdiction enters an order
for relief against Grantor,  against any managing member or general partner
of Grantor or against any indemnitor  or  guarantor  under any indemnity or
guaranty executed in connection with the loan secured hereby, as debtor, or
an  order, judgment or decree is entered appointing, with  or  without  the
consent  of  Grantor,  of  any  such  managing member or general partner of
Grantor  or  of  any  such indemnitor or guarantor,  a  receiver,  trustee,
custodian or similar officer  for  Grantor, for any such managing member or
general partner of Grantor or for any  such indemnitor or guarantor, or for
any  substantial part of any of the properties  of  Grantor,  of  any  such
principal,  managing  member  or  general partner of Grantor or of any such
indemnitor or guarantor, and if any  such event shall occur, such petition,
case, proceeding, action, order, judgment  or decree shall not be dismissed
within sixty (60) days after being commenced.

          (i) The Property or any part thereof  shall be taken on execution
or other process of law in any action against Grantor.

          (j) Grantor abandons all or a portion of the Property.

          (k) The holder of any lien or security  interest  on the Property
(without  implying the consent of Grantee to the existence or  creation  of
any such lien  or  security  interest),  whether superior or subordinate to
this Security Deed or any of the other Loan  Documents,  declares a default
and such default is not cured within any applicable grace  or  cure  period
set  forth in the applicable document or such holder institutes foreclosure
or other proceedings for the enforcement of its remedies thereunder.

           (l) The Property, or any part thereof, is subjected to actual or
threatened waste  or  to removal, demolition or material alteration so that
the value of the Property  is  materially  diminished  thereby  and Grantee
determines  (in  its  subjective  determination)  that it is not adequately
protected from any loss, damage or risk associated therewith.

            (m)   Any   dissolution,  termination,  partial   or   complete
liquidation, merger or consolidation  of  Grantor, any of its principals or
any general partner or any managing member.

           (n) Managing Member fails to perform  any  covenant,  agreement,
obligation, terms or condition of Section 1.34 hereof.

                                ARTICLE III
                                 REMEDIES

          3.1 REMEDIES AVAILABLE.  If there shall occur an Event of Default
under this Security Deed, then this Security Deed is subject to foreclosure
as provided  by  law  and  Grantee  may,  at its option and by or through a
trustee, nominee, assignee or otherwise, to the fullest extent permitted by
law, exercise any or all of the following rights,  remedies  and recourses,
either successively or concurrently:

          (a) ACCELERATION.  Accelerate the maturity date of the  Note  and
declare any or all of the indebtedness secured hereby to be immediately due
and  payable without any presentment, demand, protest, notice, or action of
any kind  whatever  (each  of which is hereby expressly waived by Grantor),
whereupon the same shall become immediately due and payable.  Upon any such
acceleration,  payment  of  such  accelerated  amount  shall  constitute  a
prepayment  of  the  principal balance  of  the  Note  and  any  applicable
prepayment fee provided  for  in the Note shall then be immediately due and
payable.

          (b) ENTRY ON THE PROPERTY.  Either in person or by agent, with or
without bringing any action or  proceeding, or by a receiver appointed by a
court and without regard to the adequacy  of  its  security, enter upon and
take possession of the Property, or any part thereof, without force or with
such force as is permitted by law and without notice  or  process  or  with
such notice or process as is required by law unless such notice and process
is  waivable,  in which case Grantor hereby waives such notice and process,
and do any and all acts and perform any and all work which may be desirable
or necessary in  Grantee's judgment to complete any unfinished construction
on the Real Estate,  to preserve the value, marketability or rentability of
the Property, to increase  the  income therefrom, to manage and operate the
Property or to protect the security hereof and all sums expended by Grantee
therefor, together with interest  thereon  at  the  Default  Interest Rate,
shall  be immediately due and payable to Grantee by Grantor on  demand  and
shall be secured hereby and by all of the other Loan Documents securing all
or any part of the indebtedness evidenced by the Note.

          (c) COLLECT RENTS AND PROFITS.  With or without taking possession
of the Property,  sue or otherwise collect the Rents and Profits, including
those past due and unpaid.

          (d) APPOINTMENT  OF  RECEIVER.   Upon,  or  at  any time prior or
after,  initiating  the  exercise  of  any  power of sale, instituting  any
judicial foreclosure or instituting any other  foreclosure of the liens and
security  interests  provided  for  herein or any other  legal  proceedings
hereunder,  make  application  to a court  of  competent  jurisdiction  for
appointment of a receiver for all  or any part of the Property, as a matter
of strict right and without notice to  Grantor  and  without  regard to the
adequacy  of  the  Property  for the repayment of the indebtedness  secured
hereby or the solvency of Grantor  or  any person or persons liable for the
payment  of  the  indebtedness  secured hereby,  and  Grantor  does  hereby
irrevocably consent to such appointment,  waives any and all notices of and
defenses  to  such appointment and agrees not  to  oppose  any  application
therefor by Grantee,  but  nothing  herein  is  to  be construed to deprive
Grantee of any other right, remedy or privilege Grantee  may now have under
the  law  to  have  a  receiver  appointed,  provided,  however, that,  the
appointment of such receiver, trustee or other appointee  by  virtue of any
court  order,  statute  or  regulation  shall  not  impair or in any manner
prejudice the rights of Grantee to receive payment of the Rents and Profits
pursuant  to  other terms and provisions hereof.  Any such  receiver  shall
have all of the  usual  powers  and  duties  of receivers in similar cases,
including,  without  limitation, the full power  to  hold,  develop,  rent,
lease, manage, maintain, operate and otherwise use or permit the use of the
Property upon such terms  and  conditions  as  said receiver may deem to be
prudent and reasonable under the circumstances as  more  fully set forth in
Section  3.3  below.   Such receivership shall, at the option  of  Grantee,
continue until full payment  of  all  of the indebtedness secured hereby or
until title to the Property shall have  passed  by  foreclosure  sale under
this Security Deed or deed in lieu of foreclosure.

           (e)  FORECLOSURE.   Immediately  commence an action to foreclose
this Security Deed or to specifically enforce  its provisions or any of the
indebtedness secured hereby pursuant to the statutes  in such case made and
provided  and  sell  the  Property  or  cause the Property to  be  sold  in
accordance with the requirements and procedures  provided  by said statutes
in a single parcel or in several parcels at the option of Grantee.

                     (1)  Should  Grantee  have  elected to accelerate  the
               indebtedness   secured   hereby,   Grantee    may   initiate
               foreclosure  of  the Property by effectuating a non-judicial
               foreclosure sale.   Grantee  shall  then  sell, or offer for
               sale,  the  Property at public sale in accordance  with  the
               laws of the State  of  Georgia  then  in force and governing
               said  sales of real property and improvements  under  powers
               conferred by security deeds.  Each such sale shall be at the
               time,  place  and  in  the  manner  prescribed  for  holding
               sheriff's  sales  of  property  of  like kind, in the County
               where  the Property, or a part thereof,  is  located,  after
               advertising  said  sale once in each of the four consecutive
               weeks (without regard  to  the  number  of days) immediately
               preceding the sale in the newspaper in which  are advertised
               sales by the sheriff of said County, all other  notice being
               hereby  waived  by Grantor.  Grantor hereby constitutes  and
               appoints Grantee  the  agent and attorney-in-fact of Grantor
               to conduct such sale and to execute in the name of Grantor a
               deed or deeds of conveyance  to the purchaser or purchasers,
               which deed or deeds shall contain  full  warranties of title
               in the name of Grantor and shall recite default  in payment,
               advertisement  and sale, which shall be conclusive  evidence
               thereof, and shall  convey  to  the  purchaser or purchasers
               good and sufficient titles to the Property sold; and Grantee
               is  authorized  to  be a bidder and purchaser  at  all  such
               sales.   Any Grantee  purchasing at any such sale shall have
               the right to credit the  secured  indebtedness owing to such
               Grantee upon the amount of its bid  entered  at such sale to
               the  extent  necessary  to satisfy such bid.  Grantor  binds
               himself to warrant and forever  defend  the  title  of  such
               purchaser  or  purchasers  when  so made by the Grantee, and
               agrees to accept proceeds of said  sale,  if  any, which are
               payable  to  Grantor as provided herein.  All acts  of  said
               Grantee  as  attorney-in-fact   are   hereby   ratified  and
               confirmed.  The power of sale referred to above  and  agency
               hereby   granted  are  coupled  with  an  interest  and  are
               irrevocable by death or otherwise, are granted as cumulative
               of the remedies  provided hereby, and shall not be exhausted
               by the exercise thereof,  but  may  be  exercised until full
               payment of the indebtedness secured hereby.

                    (2)  Should Grantee have not elected  to accelerate the
               indebtedness secured hereby, Grantee may nonetheless proceed
               with  foreclosure  in  satisfaction of such default,  either
               through the courts or by  conducting  a sale as hereinbefore
               provided,  but  without  declaring  the entire  indebtedness
               secured by this Security Deed due, and provided that if said
               sale is made because of such default,  such sale may be made
               subject  to the unmatured part of the secured  indebtedness.
               Such sale,  if  so  made, shall not in any manner affect the
               unmatured part of the  debt  secured  by this Security Deed,
               but  as  to  such unmatured part, this Security  Deed  shall
               remain in full  force  as  though  no  sale  had  been made.
               Several  sales  may be made without exhausting the right  of
               sale with respect  to  any  unmatured  part  of  the secured
               indebtedness,  it  being  the  purpose and intent hereof  to
               provide for a foreclosure and the  sale  of the Property for
               any  matured  portion  of said secured indebtedness  without
               exhausting the power of foreclosure.

                    (3) In the event foreclosure proceedings are instituted
               by  Grantee,  all expenses  incident  to  such  proceedings,
               including, but not limited to, attorneys' and trustee's fees
               and costs, shall  be  paid  by  Grantor  and secured by this
               Security  Deed  and  by  all  of  the  other Loan  Documents
               securing  all or any part of the indebtedness  evidenced  by
               the  Note.    The   secured   indebtedness   and  all  other
               obligations   secured  by  this  Security  Deed,  including,
               without limitation,  interest  at  the Default Interest Rate
               (as  defined  in the Note), any prepayment  charge,  fee  or
               premium required  to  be  paid  under  the  Note in order to
               prepay  principal  (to  the  extent permitted by  applicable
               law), attorneys' and trustee's  fees  and  any other amounts
               due and unpaid to Grantee under the Loan Documents,  may  be
               bid by Grantee in the event of a foreclosure sale hereunder.

           (f)  OTHER.   Exercise  any  other  right  or  remedy  available
hereunder, under any of the other Loan Documents or at law or in equity.

          3.2 APPLICATION OF PROCEEDS.  To the fullest extent permitted  by
law,  the proceeds of any sale under this Security Deed shall be applied to
the extent  funds  are so available to the following items in such order as
Grantee in its discretion may determine:

           (a) To payment  of  the  costs,  expenses  and  fees  of  taking
possession of  the Property, and of holding, operating, maintaining, using,
leasing, repairing,  improving,  marketing  and  selling  the  same  and of
otherwise  enforcing  Grantee's  right and remedies hereunder and under the
other Loan Documents, including, but not limited to, receivers' fees, court
costs,   attorneys',  accountants',  appraisers',   managers'   and   other
professional fees, title charges and transfer taxes.

          (b) To payment of all sums expended by Grantee under the terms of
any of the  Loan  Documents  and  not yet repaid, together with interest on
such sums at the Default Interest Rate.

           (c)  To  payment  of  the secured  indebtedness  and  all  other
obligations secured by this Security  Deed,  including, without limitation,
interest  at  the Default Interest Rate and, to  the  extent  permitted  by
applicable law,  any  prepayment fee, charge or premium required to be paid
under the Note in order  to  prepay  principal,  in  any order that Grantee
chooses in its sole discretion.

          The  remainder,  if  any,  of  such funds shall be  disbursed  to
Grantor or to the person or persons legally entitled thereto.

          3.3 RIGHT AND AUTHORITY OF RECEIVER  OR  GRANTEE  IN THE EVENT OF
DEFAULT;  POWER  OF ATTORNEY.  Upon the occurrence of an Event  of  Default
hereunder, which default  is  not cured within any applicable grace or cure
period, and entry upon the Property  pursuant  to  Section 3.1(b) hereof or
appointment of a receiver pursuant to Section 3.1(d) hereof, and under such
terms  and  conditions  as  may  be  prudent  and  reasonable   under   the
circumstances  in  Grantee's  or  the  receiver's  sole  discretion, all at
Grantor's  expense,  Grantee  or  said receiver, or such other  persons  or
entities as they shall hire, direct  or  engage, as the case may be, may do
or permit one or more of the following, successively  or  concurrently: (a)
enter upon and take possession and control of any and all of  the Property;
(b)  take and maintain possession of all documents, books, records,  papers
and accounts  relating to the Property; (c) exclude Grantor and its agents,
servants and employees wholly from the Property; (d) manage and operate the
Property; (e) preserve  and  maintain  the  Property;  (f) make repairs and
alterations to the Property; (g) complete any construction or repair of the
Improvements, with such changes, additions or modifications  of  the  plans
and  specifications or intended disposition and use of the Improvements  as
Grantee  may  in its sole discretion deem appropriate or desirable to place
the Property in  such condition as will, in Grantee's sole discretion, make
it or any part thereof  readily  marketable  or  rentable;  (h)  conduct  a
marketing  or  leasing  program  with  respect to the Property, or employ a
marketing or leasing agent or agents to  do  so, directed to the leasing or
sale of the Property under such terms and conditions  as Grantee may in its
sole discretion deem appropriate or desirable; (i) employ such contractors,
subcontractors, materialmen, architects, engineers, consultants,  managers,
brokers,   marketing   agents,  or  other  employees,  agents,  independent
contractors or professionals,  as  Grantee  may in its sole discretion deem
appropriate or desirable to implement and effectuate  the rights and powers
herein granted; (j) execute an deliver, in the name of Grantee as attorney-
in-fact and agent of Grantor or in its own name as Grantee,  such documents
and  instruments  as are necessary or appropriate to consummate  authorized
transactions; (k) enter  into  such  leases,  whether  of  real or personal
property, or tenancy agreements, under such terms and conditions as Grantee
may in its sole discretion deem appropriate or desirable; (l)  collect  and
receive  the  Rents  and  Profits  from  the Property; (m) eject Tenants or
repossess  personal  property, as provided by  law,  for  breaches  of  the
conditions of their Leases; (n) sue for unpaid Rents and Profits, payments,
income or proceeds in  the name of Grantor or Grantee; (o) maintain actions
in forcible entry and detainer,  ejectment  for  possession  and actions in
distress  for  rent;  (p)  compromise  or  give  acquittance for Rents  and
Profits, payments, income or proceeds that may become  due; (q) delegate or
assign  any  and  all rights and powers given to Grantee by  this  Security
Deed; and (r) do any  acts  which  Grantee  in  its  sole  discretion deems
appropriate  or  desirable  to  protect  the security hereof and  use  such
measures, legal or equitable, as Grantee may  in  its  sole discretion deem
appropriate or desirable to implement and effectuate the provisions of this
Security Deed.  This Security Deed shall constitute a direction to and full
authority to any lessee, or other third party who has heretofore  dealt  or
contracted  or  may  hereafter deal or contract with Grantor or Grantee, at
the request of Grantee, to pay all amounts owing under any Lease, contract,
concession, license or  other  agreement  to  Grantee  without proof of the
Event  of Default relied upon.  Any such lessee or third  party  is  hereby
irrevocably  authorized  to  rely  upon and comply with (and shall be fully
protected by Grantor in so doing) any  request, notice or demand by Grantee
for the payment to Grantee of any Rents and Profits or other sums which may
be or thereafter become due under its Lease,  contract, concession, license
or other agreement, or for the performance of any  undertakings  under  any
such Lese, contract, concession, license or other agreement, and shall have
no  right  or  duty  to  inquire  whether  any  Event of Default under this
Security  Deed  or  under  any  of  the other Loan Documents  has  actually
occurred  or is then existing.  Grantor  hereby  constitutes  and  appoints
Grantee, its  assignees, successors, transferees and nominees, as Grantor's
true and lawful attorney-in-fact and agent, with full power of substitution
in the Property,  in  Grantor's  name, place and stead, to do or permit any
one  or  more  of  the foregoing described  rights,  remedies,  powers  and
authorities, successively or concurrently, and said power of attorney shall
be deemed a power coupled  with  an interest and irrevocable so long as any
indebtedness secured hereby is outstanding.   Any money advanced by Grantee
in connection with any action taken under this  Section  3.3, together with
interest thereon at the Default Interest Rate from the date  of making such
advancement  by Grantee until actually paid by Grantor, shall be  a  demand
obligation owing  by  Grantor  to  Grantee  and  shall  be  secured by this
Security   Deed   and  by  every  other  instrument  securing  the  secured
indebtedness.

          3.4 OCCUPANCY  AFTER  FORECLOSURE.   In  the  event  there  is  a
foreclosure  sale  hereunder  and  at  the  time  of  such sale, Grantor or
Grantor's  representatives,  successors  or assigns, or any  other  persons
claiming any interest in the Property by,  through or under Grantor (except
residential tenants of space in the Improvements  subject to Leases entered
into prior to the date hereof), are occupying or using the Property, or any
part thereof, then, to the extent not prohibited by  applicable  law,  each
and  all  shall, at the option of Grantee or the purchaser at such sale, as
the case may  be,  immediately  become  the tenant of the purchaser at such
sale, which tenancy shall be a tenancy from  day-to-day,  terminable at the
will  of  either landlord or tenant, at a reasonable rental per  day  based
upon the value  of  the  Property  occupied  or used, such rental to be due
daily  to the purchaser.  Further, to the extent  permitted  by  applicable
law, in  the event the tenant fails to surrender possession of the Property
upon the termination  of  such  tenancy, the purchaser shall be entitled to
institute and maintain an action  for  unlawful detainer of the Property in
the appropriate court of the county in which the Real Estate is located.

          3.5 NOTICE TO ACCOUNT DEBTORS.  Grantee may, at any time after an
Event of Default notify the account debtors  and  obligors of any accounts,
chattel paper, negotiable instruments or other evidences  of  indebtedness,
to Grantor included in the Property to pay Grantee directly.  Grantor shall
at  any  time  or from time to time upon the request of Grantee provide  to
Grantee a current  list  of all such account debtors and obligors and their
addresses.

          3.6 CUMULATIVE REMEDIES.  All remedies contained in this Security
Deed are cumulative and Grantee shall also have all other remedies provided
at law and in equity or in  any other Loan Documents.  Such remedies may be
pursued separately, successively  or  concurrently  at  the sole subjective
direction  of  Grantee and may be exercised in any order and  as  often  as
occasion therefor  shall arise.  No act of Grantee shall be construed as an
election to proceed  under  any particular provisions of this Security Deed
to the exclusion of any other  provision  of  this  Security  Deed or as an
election of remedies to the exclusion of any other remedy which may then or
thereafter  be  available  to  Grantee.  No delay or failure by Grantee  to
exercise any right or remedy under this Security Deed shall be construed to
be a waiver of that right or remedy  or  of any Event of Default hereunder.
Grantee may exercise any one or more of its  rights  and  remedies  at  its
option without regard to the adequacy of its security.

           3.7  PAYMENT  OF  EXPENSES.   Grantor shall pay on demand all of
Grantee's expenses incurred in any efforts  to  enforce  any  terms of this
Security  Deed,  whether  or  not any lawsuit is filed and whether  or  not
foreclosure is commenced but not  completed, including, but not limited to,
legal fees and disbursements, foreclosure costs and title charges, together
with interest thereon from and after  the  date  incurred  by Grantee until
actually paid by Grantor at the Default Interest Rate, and the  same  shall
be  secured  by  this  Security Deed and by all of the other Loan Documents
securing all or any part of the indebtedness evidenced by the Note.

                                ARTICLE IV
                    MISCELLANEOUS TERMS AND CONDITIONS

          4.1 TIME OF ESSENCE.   Time is of the essence with respect to all
provisions of this Security Deed.

          4.2 RELEASE OF SECURITY DEED.  If all of the secured indebtedness
be paid, then and in that event only,  all  rights under this Security Deed
shall terminate except for those provisions hereof  which  by  their  terms
survive,  and the Property shall become wholly clear of the liens, security
interests,  conveyances  and  assignments  evidenced hereby, which shall be
released by Grantee in due form at Grantor's  cost.   No  release  of  this
Security Deed or the lien hereof shall be valid unless executed by Grantee.

           4.3  CERTAIN  RIGHTS  OF  GRANTEE.   Without affecting Grantor's
liability  for  the  payment  of  any of the indebtedness  secured  hereby,
Grantee may from time to time and without  notice  to  Grantor: (a) release
any person liable for the payment of the indebtedness secured  hereby;  (b)
extend  or  modify the terms of payment of the indebtedness secured hereby;
(c) accept additional  real or personal property of any kind as security or
alter, substitute or release any property securing the indebtedness secured
hereby; (d) recover any part of the Property; (e) consent in writing to the
making of any subdivision  map  or  plat  thereof; (f) join in granting any
easement therein; or (g) join in any extension  agreement  of  the Security
Deed or any agreement subordinating the lien hereof.

           4.4  WAIVER OF GRANTOR'S RIGHTS.  BY EXECUTION OF THIS  SECURITY
DEED  AND  BY  INITIALING  THIS  PARAGRAPH  4.4,  GRANTOR  EXPRESSLY:   (A)
ACKNOWLEDGES THE  RIGHT OF GRANTEE TO ACCELERATE THE INDEBTEDNESS EVIDENCED
BY THE NOTE AND ANY  OTHER  INDEBTEDNESS  SECURED BY THIS SECURITY DEED AND
THE  POWER OF ATTORNEY GIVEN HEREIN TO GRANTEE  TO  SELL  THE  PROPERTY  BY
NONJUDICIAL  FORECLOSURE  UPON  AN  EVENT OF DEFAULT BY GRANTOR WITHOUT ANY
JUDICIAL HEARING AND WITHOUT ANY NOTICE  OTHER THAN SUCH NOTICE (IF ANY) AS
IS SPECIFICALLY REQUIRED TO BE GIVEN UNDER  THE PROVISIONS OF THIS SECURITY
DEED;  (B)   WAIVES ANY AND ALL RIGHTS WHICH GRANTOR  MAY  HAVE  UNDER  THE
CONSTITUTION  OF   THE   UNITED   STATES  OF  AMERICA  (INCLUDING,  WITHOUT
LIMITATION,  THE  FIFTH AND FOURTEENTH  AMENDMENTS  THEREOF),  THE  VARIOUS
PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL STATES, OR BY REASON OF ANY
OTHER APPLICABLE LAW,  (1)  TO  NOTICE AND TO JUDICIAL HEARING PRIOR TO THE
EXERCISE BY GRANTEE OF ANY RIGHT  OR  REMEDY  HEREIN  PROVIDED  TO GRANTEE,
EXCEPT  SUCH NOTICE (IF ANY) AS IS SPECIFICALLY REQUIRED TO BE GIVEN  UNDER
THE PROVISIONS  OF  THIS  SECURITY DEED AND (2) CONCERNING THE APPLICATION,
RIGHTS  OR  BENEFITS  OF  ANY STATUTE  OF  LIMITATION  OR  ANY  MORATORIUM,
REINSTATEMENT, MARSHALLING,  FORBEARANCE,  APPRAISEMENT,  VALUATION,  STAY,
EXTENSION,  HOMESTEAD,  EXEMPTION OR REDEMPTION LAWS; (C) ACKNOWLEDGES THAT
GRANTOR HAS READ THIS SECURITY  DEED  AND  ANY AND ALL QUESTIONS OF GRANTOR
REGARDING THE LEGAL EFFECT OF THIS SECURITY  DEED  AND  ITS PROVISIONS HAVE
BEEN EXPLAINED FULLY TO GRANTOR, AND GRANTOR HAS CONSULTED  WITH COUNSEL OF
GRANTOR'S CHOICE PRIOR TO EXECUTING THIS SECURITY DEED AND INITIALING  THIS
PARAGRAPH  4.4;  AND  (D)  ACKNOWLEDGES  THAT  ALL WAIVERS OF THE AFORESAID
RIGHTS OF GRANTOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY  AND WILLINGLY BY
GRANTOR AS PART OF A BARGAINED FOR LOAN TRANSACTION AND THAT  THIS SECURITY
DEED IS VALID AND ENFORCEABLE BY GRANTEE AGAINST GRANTOR IN ACCORDANCE WITH
ALL THE TERMS AND CONDITIONS HEREOF.

                           INITIALED BY GRANTOR:

                              ______________
            4.5   NOTICES.    All   notices,  demands,  requests  or  other
communications to be sent by one party  to  the other hereunder or required
by law shall be in writing and shall be deemed  to  have been validly given
or served by delivery of the same in person to the intended  addressee,  or
by  depositing  the  same with Federal Express or another reputable private
courier service for next  business  day delivery, or by depositing the same
in the United States mail, postage prepaid,  registered  or certified mail,
return receipt requested, in any event addressed to the intended  addressee
at its address set forth on the first page of this Security Deed or at such
other  address as may be designated by such party as herein provided.   All
notices,  demands  and requests to be sent to Grantee shall be addressed to
the attention of the  Capital  Markets  Group.   All  notices,  demands and
requests  shall  be  effective  upon  such  personal  delivery,  or one (1)
business  day  after  being deposited with the private courier service,  or
three (3) business days  after being deposited in the United States mail as
required above.  Rejection  or  other refusal to accept or the inability to
deliver because of changed address  of  which no notice was given as herein
required shall be deemed to be receipt of  the  notice,  demand  or request
sent.   By  giving  to  the  other party hereto at least fifteen (15) days'
prior written notice thereof in  accordance with the provisions hereof, the
parties hereto shall have the right  from  time  to  time  to  change their
respective  addresses  and  each  shall  have  the right to specify as  its
address any other address within the United States of America.

          4.6 SUCCESSORS AND ASSIGNS.  The terms,  provisions, indemnities,
covenants  and  conditions  hereof shall be binding upon  Grantor  and  the
successors and assigns of Grantor,  including all successors in interest of
Grantor in and to all or any part of  the  Property, and shall inure to the
benefit of Grantee, its directors, officers,  shareholders,  employees  and
agents  and  their  respective  successors and assigns and shall constitute
covenants running with the land.   All  references in this Security Deed to
Grantor or Grantee shall be deemed to include  all such parties' successors
and  assigns, and the term "Grantee" as used herein  shall  also  mean  and
refer  to  any lawful holder or owner, including pledgees and participants,
of any of the  indebtedness  secured  hereby.   If Grantor consists of more
than  one person or entity, each will be jointly and  severally  liable  to
perform the obligations of Grantor.

           4.7  SEVERABILITY.   A  determination that any provision of this
Security  Deed  is  unenforceable  or  invalid   shall   not   affect   the
enforceability  or  validity  of any other provision, and any determination
that the application of any provision  of  this Security Deed to any person
or  circumstance  is  illegal  or  unenforceable   shall   not  affect  the
enforceability or validity of such provision as it may apply  to  any other
persons or circumstances.

          4.8 GENDER.  Within this Security Deed, words of any gender shall
be  held  and  construed  to  include  any  other  gender, and words in the
singular shall be held and construed to include the plural, and vice versa,
unless the context otherwise requires.

          4.9 WAIVER: DISCONTINUANCE OF PROCEEDINGS.  Grantee may waive any
single  Event  of Default by Grantor hereunder without  waiving  any  other
prior or subsequent  Event  of  Default.   Grantee  may remedy any Event of
Default by Grantor hereunder without waiving the Event of Default remedied.
Neither  the failure by Grantee to exercise, nor the delay  by  Grantee  in
exercising, any right, power or remedy upon any Event of Default by Grantor
hereunder  shall  be construed as a waiver of such Event of Default or as a
waiver of the right  to exercise any such right, power or remedy at a later
date.  No single or partial  exercise  by  Grantee  of  any right, power or
remedy  hereunder  shall exhaust the same or shall preclude  any  other  or
further exercise thereof,  and  every such right, power or remedy hereunder
may be exercised at any time and  from  time  to  time.  No modification or
waiver  of  any  provision hereof nor consent to any departure  by  Grantor
therefrom shall in  any  event  be  effective  unless  the same shall be in
writing  and  signed by Grantee, and then such waiver or consent  shall  be
effective only in the specific instance and for the specific purpose given.
No notice to nor  demand  on  Grantor  in  any case shall of itself entitle
Grantor  to  any  other or further notice or demand  in  similar  or  other
circumstances.  Acceptance by Grantee of any payment in an amount less than
the amount then due  on  any of the secured indebtedness shall be deemed an
acceptance on account only and shall not in any way affect the existence of
an Event of Default hereunder.   In  case  Grantee  shall have proceeded to
invoke any right, remedy or recourse permitted hereunder or under the other
Loan  Documents and shall thereafter elect to discontinue  or  abandon  the
same for any reason, Grantee shall have the unqualified right to do so and,
in such  an  event,  Grantor  and Grantee shall be restored to their former
positions  with  respect  to  the indebtedness  secured  hereby,  the  Loan
Documents, the Property and otherwise,  and the rights, remedies, recourses
and powers of Grantee shall continue as if the same ad never been invoked.

           4.10  SECTION  HEADINGS.   The  headings  of  the  sections  and
paragraphs of this Security Deed are for convenience of reference only, are
not to be considered a part hereof and shall  not limit or otherwise affect
any of the terms hereof.

          4.11 GOVERNING LAW.  This Security Deed  will  be governed by and
construed in accordance with the laws of the State in which the Real Estate
is  located  provided  that  to  the  extent  any of such laws may  now  or
hereafter be preempted by Federal law, in which case such Federal law shall
so govern and be controlling; and provided further  that  the  laws  of the
state  in which the Real Estate is located shall govern as to the creation,
priority  and  enforcement  of  liens  and  security  interests in property
located in such state.

          4.12 COUNTING OF DAYS.  The term "days" when  used  herein  shall
mean  calendar  days.   If  any  time  period ends on a Saturday, Sunday or
holiday officially recognized by the state  within which the Real Estate is
located, the period shall be deemed to end on  the next succeeding business
day.  The term "business day" when used herein shall mean a weekday, Monday
through  Friday,  except  a  legal  holiday  or  a  day  on  which  banking
institutions in Georgia are authorized by law to be closed.

           4.13  RELATIONSHIP  OF  THE  PARTIES.  The relationship  between
Grantor and Grantee is that of a borrower  and a lender only and neither of
those parties is, nor shall it hold itself out  to be, the agent, employee,
joint venturer or partner of the other party.

          4.14 APPLICATION OF THE PROCEEDS OF THE NOTE.  To the extent that
proceeds  of  the  Note  are  used  to  pay  indebtedness  secured  by  any
outstanding lien, security interest, charge or  prior  encumbrance  against
the  Property,  such  proceeds  have  been advanced by Grantee at Grantor's
request and Grantee shall be subrogated  to  any  and  all rights, security
interests and liens owned by any owner or holder of such outstanding liens,
security interests, charges or encumbrances, irrespective  of  whether said
liens, security interests, charges or encumbrances are released.

           4.15  UNSECURED  PORTION  OF  INDEBTEDNESS.  If any part of  the
secured indebtedness cannot be lawfully secured by this Security Deed or if
any  part  of  the Property cannot be lawfully  subject  to  the  lien  and
security interest  hereof to the full extent of such indebtedness, then all
payments made shall  be  applied on said indebtedness first in discharge of
that portion thereof which is unsecured by this Security Deed.

          4.16 CROSS DEFAULT.   An  Event  of  Default hereunder shall be a
default under each of the other Loan Documents.

          4.17 INTEREST AFTER SALE.  In the event  the Property or any part
thereof shall be sold upon foreclosure as provided hereunder, to the extent
permitted by law, the sum for which the same shall have  been  sold  shall,
for purposes of redemption (pursuant to the laws of the state in which  the
Property is located), bear interest at the Default Interest Rate.

           4.18  INCONSISTENCY  WITH OTHER LOAN DOCUMENTS.  In the event of
any inconsistency between the provisions  hereof  and the provisions in any
of the other Loan Documents, it is intended that the provisions selected by
Grantee in its sole subjective discretion shall be controlling.

           4.19  CONSTRUCTION  OF  THIS  DOCUMENT.  This  document  may  be
construed as a mortgage, security deed, deed  of  trust,  chattel mortgage,
conveyance,  assignment,  security agreement, pledge, financing  statement,
hypothecation or contract, or any one or more of the foregoing, in order to
fully effectuate the liens  and  security  interests created hereby and the
purposes and agreements herein set forth.

          4.20 NO MERGER.  It is the desire  and  intention  of the parties
hereto  that  this  Security Deed and the lien hereof do not merge  in  fee
simple title to the Property.   It  is  hereby  understood  and agreed that
should  Grantee  acquire  any  additional or other interests in or  to  the
Property  or the ownership thereof,  then,  unless  a  contrary  intent  is
manifested  by  Grantee  as  evidenced  by  an  appropriate  document  duly
recorded,  this  Security  Deed and the lien hereof shall not merge in such
other or additional interests  in  or  to the Property, toward the end that
this Security Deed may be foreclosed as  if  owned  by  a  stranger to said
other or additional interests.

          4.21 RIGHTS WITH RESPECT TO JUNIOR ENCUMBRANCES.   Any  person or
entity  purporting to have or to take a junior mortgage or other lien  upon
the Property  or  any  interest  therein  shall be subject to the rights of
Grantee to amend, modify, increase, vary, alter or supplement this Security
Deed,  the  Note  or  any of the other Loan Documents  and  to  extend  the
maturity date of the indebtedness secured hereby and to increase the amount
of the indebtedness secured hereby and to waive or forebear the exercise of
any of its rights and remedies  hereunder  or  under  any of the other Loan
Documents  and to release any collateral or security for  the  indebtedness
secured hereby, in each and every case without obtaining the consent of the
holder of such  junior  lien  and  without the lien or security interest of
this Security Deed losing its priority  over  the rights of any such junior
lien.

           4.22  GRANTEE MAY FILE PROOFS OF CLAIM.   In  the  case  of  any
receivership,   insolvency,    bankruptcy,   reorganization,   arrangement,
adjustment,  composition or other  proceedings  affecting  Grantor  or  the
principals or general partners in Grantor, or their respective creditors or
property, Grantee,  to  the  extent  permitted by law, shall be entitled to
file  such  proofs of claim and other documents  as  may  be  necessary  or
advisable  in  order  to  have  the  claims  of  Grantee  allowed  in  such
proceedings  for  the  entire  secured  indebtedness  at  the  date  of the
institution  of  such  proceedings  and for any additional amount which may
become due and payable by Grantor hereunder after such date.

          4.23 FIXTURE FILING.  This  Security Deed shall be effective from
the  date of its recording as a financing  statement  filed  as  a  fixture
filing  with  respect  to all goods constituting part of the Property which
are or are to become fixtures.

          4.24 AFTER-ACQUIRED  PROPERTY.   All property acquired by Grantor
after the date of this Security Deed which by  the  terms  of this Security
Deed shall be subject to the lien and the security interest created hereby,
shall  immediately  upon  the  acquisition  thereof by Grantor and  without
further mortgage, conveyance or assignment become  subject  to the lien and
security  interest  created  by this Security Deed.  Nevertheless,  Grantor
shall execute, acknowledge, deliver and record or file, as appropriate, all
and   every  such  further  mortgages,   security   agreements,   financing
statements,  assignments  and  assurances,  as  Grantee  shall  require for
accomplishing the purposes of this Security Deed.

           4.25  NO  REPRESENTATION.   By  accepting  delivery  of any item
required  to be observed, performed or fulfilled or to be given to  Grantee
pursuant to  the  Loan  Documents,  including,  but  not  limited  to,  any
officer's certificates balance sheet, statement of profit and loss or other
financial  statement,  survey, appraisal or insurance policy, Grantee shall
not be deemed to have warranted, consented to, or affirmed the sufficiency,
legality, effectiveness  or  legal  effect  of  the  same,  or of any term,
provision  or  condition  thereof, and such acceptance of delivery  thereof
shall  not be or constitute  any  warranty,  consent  or  affirmation  with
respect thereto by Grantee.

           4.26  COUNTERPARTS.   This  Security Deed may be executed in any
number of counterparts, each of which shall be effective only upon delivery
and thereafter shall be deemed an original, and all of which shall be taken
to be one and the same instrument, for the  same  effect  as if all parties
hereto  had  signed  the same signature page.  Any signature page  of  this
Security Deed may be detached  from  any  counterpart of this Security Deed
without impairing the legal effect of any signatures  thereon  and  may  be
attached  to  another  counterpart  of this Security Deed identical in form
hereto but having attached to it one or more additional signature pages.

           4.27  PERSONAL  LIABILITY.   Notwithstanding   anything  to  the
contrary contained in this Security Deed, the liability of  Grantor and its
officer, directors, general partners, managers, members and principals  for
the  indebtedness  secured  hereby  and  for  the  performance of the other
agreements, covenants and obligations contained herein  and  in  the  other
Loan Documents shall be limited as set forth in Section 2.04 of the Note.

          4.28 RECORDING AND FILING.  Grantor will cause the Loan Documents
and all amendments and supplements thereto and substitutions therefor to be
recorded, filed, re-recorded and re-filed in such manner and in such places
as  Grantee  shall  reasonably  request,  and  will  pay on demand all such
recording,  filing,  re-recording  and  re-filing  taxes,  fees  and  other
charges.  Grantor shall reimburse Grantee, or its servicing  agent, for the
costs incurred in obtaining a tax service company to verify the  status  of
payment of taxes and assessments on the Property.

           4.29  ENTIRE AGREEMENT AND MODIFICATION.  This Security Deed and
the other Loan Documents  contain the entire agreements between the parties
relating to the subject matter  hereof and thereof and all prior agreements
relative hereto and thereto which  are  not contained herein or therein are
terminated.  This Security Deed and the other  Loan  Documents  may  not be
amended,  revised,  waived,  discharged,  released or terminated orally but
only by a written instrument or instruments  executed  by the party against
which enforcement of the amendment, revision, waiver, discharge, release or
termination   is  asserted.   Any  alleged  amendment,  revision,   waiver,
discharge, release  or  termination which is not so documented shall not be
effective as to any party.

          4.30 MAXIMUM INTEREST.   The provisions of this Security Deed and
of all agreements between Grantor and  Grantee,  whether  now  existing  or
hereafter arising and whether written or oral, are hereby expressly limited
so  that in no contingency or event whatsoever, whether by reason of demand
or acceleration  of the maturity of the Note or otherwise, shall the amount
paid,  or  agreed  to  be  paid  ("Interest"),  to  Grantee  for  the  use,
forbearance or retention  of  the  money  loaned  under the Note exceed the
maximum amount permissible under applicable law.  If, from any circumstance
whatsoever, performance or fulfillment of any provision  hereof  or  of any
agreement  between  Grantor  and  Grantee shall, at the time performance or
fulfillment of such provision shall  be  due, exceed the limit for Interest
prescribed by law or otherwise transcend the  limit  of validity prescribed
by  applicable  law,  then  ipso  facto the obligation to be  performed  or
fulfilled shall be reduced to such  limit  and  if,  from  any circumstance
whatsoever, Grantee shall ever receive anything of value deemed Interest by
applicable law in excess of the maximum lawful amount, an amount  equal  to
any  excessive  Interest shall be applied to the reduction of the principal
balance owing under  the Note in the inverse order of its maturity (whether
or not then due) or at  the  option of Grantee be paid over to Grantor, and
not to the payment of Interest.   All  Interest  (including  any amounts or
payments deemed to be Interest) paid or agreed to be paid to Grantee shall,
to  the  extent  permitted  by  applicable  law,  be  amortized,  prorated,
allocated  and  spread throughout the full period until payment in full  of
the principal balance  of  the  Note  so that the Interest thereon for such
full period will not exceed the maximum amount permitted by applicable law.
This paragraph will control all agreements between Grantor and Grantee.

          4.31 INTEREST PAYABLE BY GRANTEE.   Grantee  shall cause funds in
the Replacement Reserve to be deposited into an interest bearing account of
the type customarily maintained by Grantee or its servicing  agent  for the
investment  of  similar  reserves,  which account may not yield the highest
interest rate then available.  Interest  payable  on  such amounts shall be
computed based on the daily outstanding balance in the Replacement Reserve.
Such  interest  shall  be  calculated on a simple, non-compounded  interest
basis based solely on contributions  made  to  the  Replacement  Reserve by
Grantor.   All  interest  earned  on amounts contributed to the Replacement
Reserve shall be retained by Grantee  and  added  to  the  balance  in  the
Replacement  Reserve  and  shall  be disbursed for payment of the items for
which other funds in the Replacement Reserve are to be disbursed.

          4.32 SECONDARY MARKET.  Grantee  may  sell,  transfer and deliver
the  Loan  Documents  to  one  or more investors in the secondary  mortgage
market.  In connection with such  sale, may retain or assign responsibility
for servicing the loan or may delegate  some  or all of such responsibility
and/or  obligations  to  a servicer, including, but  not  limited  to,  any
subservicer or master servicer, on behalf of the investors.  All references
to Grantee herein shall refer  to and include, without limitation, any such
servicer, to the extent applicable.

          4.33 ATTORNEYS' FEES.   Notwithstanding  anything to the contrary
contained in this Security Deed, in the event Grantor  has an obligation to
pay attorneys' fees or legal fees under this Security Deed  or  any  of the
other  Loan  Documents,  such  obligation  shall  be  in an amount equal to
reasonable attorneys' fees actually incurred.

          4.34 FURTHER STIPULATIONS.  The additional covenants,  agreements
and  provisions set forth in EXHIBITS B AND C  attached hereto and  made  a
part hereof,  if  any,  shall be a part of this Security Deed and shall, in
the event of any conflict  between such further stipulations and any of the
other provisions of this Security Deed, be deemed to control.

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<PAGE>






          IN WITNESS WHEREOF, Grantor has executed this Security Deed as of
the day and year first above written.

Signed, sealed and delivered    ML HAMMOCKS AT LONG POINT, L.L.C., a
in the presence of                Georgia limited liability company

                                  By: ML Apartments III, Inc., a Georgia
_______________________________    corporation, its Member Manager
UNOFFICIAL WITNESS
                                     By:  _____________________
                                          Name: Dorrie E. Green
                                          Title:   Vice President
_______________________________
NOTARY PUBLIC

My Commission Expires:



_______________________________

[SEAL]
Consented and Agreed to            Signed, sealed and delivered
as to the provisions of            in the presence of
Section 1.34

ML Apartments III, Inc.,
a Georgia corporation
                              _________________________________
                                   UNOFFICIAL WITNESS

By: ________________________
   Name: Dorrie E. Green           _________________________________
   Title:   Vice President         NOTARY PUBLIC

                                   My Commission Expires:

                                   _________________________________

                                   [SEAL]

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<PAGE>






                                 EXHIBIT A

                           PROPERTY DESCRIPTION

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<PAGE>






                                 EXHIBIT B

                           GRANTOR'S CERTIFICATE

          The undersigned is the _____________  of  ________,  the  general
partner of _________________ (the "Grantor") and has made due investigation
as  to  the  matters  hereinafter  set  forth  and  does hereby certify the
following to induce FIRST UNION NATIONAL BANK, (the "Grantee")  to  advance
the  aggregate  sum  of  $__________________ (the "Disbursement") [from the
Replacement Reserve or Repair  and  Remediation  Reserve  or  Environmental
Reserve]  to  the  Grantor  pursuant  to the terms of that certain Deed  to
Secure Debt and Security Agreement, dated as of _____ __, 199_, between the
Grantee  and  the  Grantor (together with  any  amendments,  modifications,
supplements and replacements  thereof  or  therefor,  the "Security Deed"),
dated ____________, pursuant to that certain Disbursement  request which is
being submitted to the Grantee.  (Capitalized terms used and  not otherwise
define  shall  have  the respective meanings given to them in the  Security
Deed.)

          1. No default  beyond  any  applicable notice and/or grace period
exists under the Security Deed or under any of the other Loan Documents.

          2. The  [Repairs,  Deferred Maintenance  or  Environmental  Work]
relative to the Disbursement have been delivered or provided to Grantor and
are properly, completely and permanently installed on or about the Property
or otherwise properly completed, as applicable.

          3. All  of the statements,  invoices,  receipts  and  information
delivered in connection  with  the  Disbursement request being submitted to
the Grantee in connection herewith are  true  and  correct  as  of the date
hereof,  and  the  amount requested in said Disbursement request accurately
reflects the precise  amounts  due and payable during the period covered by
such Disbursement request.  All  of  the  funds  to be received pursuant to
such  Disbursement  request  shall  be  used  solely  for  the  purpose  of
reimbursing the Grantor for items previously paid.

          4. Nothing has occurred subsequent to the date  of  the  Security
Deed  which  has  or  may  result  in  the  creation of any lien, charge or
encumbrance upon the Real Estate or the Improvements  or  any part thereof,
or anything affixed thereto or used in connection therewith,  or  which has
or  may  substantially  and adversely impair the ability of the Grantor  to
make any payments of principal  and  interest on the Note or the ability of
the Grantor to meet its obligations under the Security Deed.

          5. None  of the labor, materials,  overhead  or  other  items  of
expense  specified in  the  Disbursement  request  submitted  herewith  has
previously been the basis of any Disbursement request by the Grantor or any
payment by  the Grantee and, when added to all sums previously disbursed by
Grantee on account  of  the [Deferred Maintenance, Repairs or Environmental
Work], do not exceed the  costs  of  all  [Deferred Maintenance, Repairs or
Environmental  Work]  services completed, installed  and/or  delivered,  as
applicable, to the date of that certificate.

          6. The amount remaining in the [Account] allocated to the payment
of items on the [Deferred  Maintenance, Repairs or Environmental Work] will
be  sufficient  to pay in full  the  entire  remaining  cost  of  [Deferred
Maintenance, Repairs  or  Environmental  Work]  required to be completed in
accordance with the Security Deed.

          7. All work required permits and approvals  required  to complete
the work which work is now in process or was previously completed have been
obtained.

          8. All  conditions  to  the Disbursement to be made in accordance
with  the  Disbursement  request  submitted   herewith  have  been  met  in
accordance with the terms of the Security Deed.

                              By:__________________________

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<PAGE>






                                 EXHIBIT C

     "PERMITTED INVESTMENTS" shall mean any one  or  more  of the following
obligations or securities acquired at a purchase price of not  greater than
par, including those issued by Beneficiary, Servicer, REMIC Trustee  or any
of their respective affiliates:

               (i)  direct  obligations of, or obligations fully guaranteed
     as to payment of principal  and  interest by, (a) the United States or
     any agency or instrumentality thereof  provided  such  obligations are
     backed by the full faith and credit of the United States  of  America,
     or (b) FHLMC, FNMA, the Federal Farm Credit System or the Federal Home
     Loan  Banks  provided  such  obligations  at  the  time of purchase or
     contractual  commitment  for  purchase  are  qualified by  the  Rating
     Agencies as a Permitted Investment hereunder as evidenced in writing;

          (ii)   fully  FDIC-insured  demand  and  time  deposits   in   or
     certificates  of  deposit  of,  or bankers' acceptances issued by, any
     bank or trust company, savings and  loan  association or savings bank,
     provided  that  the  commercial  paper  and long-term  unsecured  debt
     obligations of such depository institution  or  trust company have the
     highest rating available for such securities by the  Rating  Agencies,
     or  such  lower  rating  as  will  not  result  in  the downgrading or
     withdrawal  of  the  rating then assigned to the Certificates  by  any
     Rating Agency as evidenced in writing;

               (iii) repurchase  obligations  with  respect to any security
     described  in  clause  (i)  above  entered  into  with   a  depository
     institution or trust company (acting as principal) described in clause
     (ii) above;

               (iv) general obligations of or obligations guaranteed by any
     State  of the United States or the District of Columbia receiving  the
     highest  long-term unsecured debt rating available for such securities
     by the Rating Agencies, or such lower rating as will not result in the
     downgrading   or  withdrawal  of  the  rating  then  assigned  to  the
     Certificates by any Rating Agency as evidenced in writing;

               (v) securities  bearing  interest or sold at a discount that
     are  issued by any corporation incorporated  under  the  laws  of  the
     United  States  of  America  or  any  State thereof or the District of
     Columbia and is rated by the Rating Agencies  in  their  highest long-
     term  unsecured  rating  categories at the time of such investment  or
     contractual  commitment  providing   for  such  investment;  PROVIDED,
     HOWEVER, that securities issued by any  such  corporation  will not be
     Permitted Investments to the extent that investment therein will cause
     the  then  outstanding  principal amount of securities issued by  such
     corporation and held as part  of  the Central Account to exceed 20% of
     the aggregate principal amount of all  Permitted  Investments  held in
     the Central Account;

               (vi)  commercial  or  finance  company paper (including both
     non-interest-bearing   discount   obligations   and   interest-bearing
     obligations payable on demand or on a specified date not more than one
     year after the date of issuance thereof)  that  is rated by the Rating
     Agencies in their highest short-term unsecured debt  rating  available
     at the time of such investment or contractual commitment providing for
     such investment, and is issued by a corporation the outstanding senior
     long-term  debt  obligations  of  which  are  then rated by the Rating
     Agencies  in  their highest rating available in their  short-term  and
     long-term unsecured  debt  ratings,  or  such lower rating as will not
     result in the downgrading or withdrawal of the rating then assigned to
     the Certificates by any Rating Agency as evidenced in writing;

               (vii) guaranteed reinvestment agreements  acceptable  to the
     Rating  Agencies  issued  by  any  bank,  insurance  company  or other
     corporation  rated  in  the  highest long-term unsecured rating levels
     available  to  such  issuers by the  Rating  Agencies  throughout  the
     duration of such agreements,  or  such lower rating as will not result
     in the downgrading or withdrawal of  the  rating  then assigned to the
     Certificates by any Rating Agency as evidenced in writing;

               (viii) units of taxable money market funds,  which funds are
     regulated investment companies, seek to maintain a constant  net asset
     value  per  share and invest solely in obligations backed by the  full
     faith  and  credit  of  the  United  States,  which  funds  have  been
     designated in  writing by the Rating Agencies as Permitted Investments
     with respect to this definition; and

               (ix)  if  previously  confirmed  in  writing  to  the  REMIC
     Trustee, any other  demand, money market or time deposit, or any other
     obligation, security  or  investment,  that  may  be acceptable to the
     Rating Agencies as a permitted investment of funds  backing securities
     having ratings equivalent to their initial rating of the Certificates;

PROVIDED,  HOWEVER,  that  no instrument or security shall be  a  Permitted
Investment if (y) such instrument  or security evidences a right to receive
only interest payments or (z) the right  to  receive principal and interest
payments derived from the underlying investment provide a yield to maturity
in  excess  of  120% of the yield to maturity at  par  of  such  underlying
investment.

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