Real Estate Mortgage and Security Agreement - West Lafayette





Exhibit 10.16














REAL ESTATE MORTGAGE AND SECURITY AGREEMENT

[FIXTURE FILING]

(West Lafayette)



THIS INDENTURE WITNESSETH







that in  consideration  of the sum of Ten Dollars  ($10.00) and other sufficient
consideration, receipt whereof is hereby acknowledged,



Bioanalytical Systems, Inc., an Indiana corporation

("Mortgagor")



MORTGAGES and WARRANTS to



UNION PLANTERS BANK, N.A.

a national banking association

("Mortgagee")





the  real  estate  which  is  described  on  Exhibit  A  attached   hereto  (the
“Property”),   together  with  the  buildings,  structures  and  other
improvements now or hereafter situated on or used in connection  therewith,  all
rights,  privileges,   interests,   easements,   tenements,   hereditaments  and
appurtenances  thereunto  appertaining,  all fixtures and appliances  (including
signs) now or hereafter  attached thereto or used in connection  therewith,  and
the rents, issues, income and profits thereof (the Property together with all of
the  foregoing  are  referred  to  herein  collectively  as the  “Mortgaged
Property”),   and  grants  to  Mortgagee  a  security   interest   therein.




        Mortgagor   further   grants  to
Mortgagee a security interest, mortgage and lien on: 



        A.        
All Fixtures (as defined in the Indiana  Uniform  Commercial  Code, as in effect
from  time to time) and any  additions  to,  substitutions  for,  changes  in or
replacements of the whole or any part thereof,  including without limitation all
wall-safes, built-in furniture and installations,  shelving, partitions, vaults,
elevators,   dumb-waiters,   awnings,  window  shades,  venetian  blinds,  light
fixtures, fire hoses and brackets and boxes for the same, fire sprinklers, alarm
systems, drapery rods and brackets, screens, water heaters,  incinerators,  wall
coverings,   carpeting,  linoleum,  tile,  other  floor  coverings  of  whatever
description,  communication systems, all specifically designed installations and
furnishings, store maintenance and other supplies and all other Fixtures, now or
at any time  hereafter  placed  upon or used in any way in  connection  with the
ownership,  operation or  maintenance  of the Mortgaged  Property or any portion
thereof  and  owned by  Mortgagor  or in which  Mortgagor  now has or  hereafter
acquires an interest and all building  materials  now or hereafter  delivered to
the  Mortgaged  Property  and intended to be installed or placed in or about the
Mortgaged   Property    (hereinafter   referred   to   as   the   “Personal
Property”).  Notwithstanding  the breadth of the  foregoing,  the  Personal
Property shall not include:  (i) equipment,  (ii) personal property which may be
owned by lessees or other  occupants and their  customers or which may be leased
by such lessees or other occupants of the Mortgaged Property from third parties,
unless such  personal  property is  subsequently  acquired by  Mortgagor;  (iii)
material,  equipment,  tools,  machinery  or other  personal  property  which is
brought upon the Mortgaged Property only for use in construction, maintenance or
repair  and  which is not  intended  to  remain  after  the  completion  of such
construction,  maintenance  or repair and which is not necessary for  ownership,
occupancy or property maintenance of the Mortgaged Property;  or (iv) such items
of tangible  personal  property  which have not been purchased or installed with
the  proceeds of the Notes (as  hereinafter  defined)  and with respect to which
Mortgagee  shall  have  executed  express,  written  agreements  to  subordinate
Mortgagee’s  lien or security interest in such tangible personal  property.






        B.        
All right, title and interest of Mortgagor,  now owned or hereafter acquired, in
and to any land lying  within the  right-of-way  of any street,  road,  alley or
public  place,  opened,  proposed  or  vacated,  by law or  otherwise,  and  all
easements  and  rights-of-way,  public  or  private,  tenements,  hereditaments,
appendages, rights and appurtenances now or hereafter located upon the Mortgaged
Property  or now or  hereafter  used  in  connection  with  or now or  hereafter
belonging  or  appertaining  to the  Mortgaged  Property,  all of which shall be
included within the definition of “Mortgaged Property”. 



        C.        
All judgments,  settlements and any and all proceeds derived from such hereafter
entered or made as a result of or in lieu of taking of the  Mortgaged  Property,
any part thereof,  interest therein or any rights appurtenant  thereto under the
power of eminent domain or purchase in lieu thereof, or for any damages, whether
caused by such taking or otherwise, to the Mortgaged Property,  including change
of grade of  streets,  curb cuts or other  right of access for any public use or
purpose under any law. 



        D.        
All rents, income, profits,  revenues,  royalties,  bonuses,  rights,  accounts,
contract rights,  insurance policies and proceeds thereof,  general  intangibles
and benefits of the Mortgaged  Property or the Personal Property or arising from
any lease or similar  agreement  pertaining  thereto,  and all right,  title and
interest  of  Mortgagor  in and to all leases of the  Mortgaged  Property or the
Personal  Property  now or  hereafter  entered  into and all  right,  title  and
interest  of  Mortgagor  thereunder,  including,  without  limitation,  cash  or
securities  deposited  thereunder  to secure  performance  by  lessees  of their
obligations thereunder, 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  immediately  prior to the  expiration  of said
terms with the right to  receive  and apply the same to said  indebtedness  (the
“Rents and Profits”). 



        E.        
All proceeds from the  conversion,  voluntary or  involuntary,  of any of the
foregoing into cash or liquidated claims. 



        F.        
All  contract  rights  relating  to all or any part of the  Mortgaged  Property,
including, but not limited to construction agreements. 



– 2 –




        
All of the  foregoing,  together  with the  Mortgaged  Property,  are  sometimes
collectively referred to as the “Collateral.” 



        
Reference is hereby made to that certain Loan Agreement made on October 29, 2002
among  Mortgagor and BAS  Evansville,  Inc., an Indiana  corporation  (“BAS
Evansville”),  as Borrowers and Mortgagee as Lender (as may be amended from
time to time, the “Loan Agreement”).  The terms and conditions of such
Loan  Agreement  are   incorporated   into  this  Mortgage  by  this  reference.



        
This Mortgage is made, and the security  interest granted herein is granted,  to
secure the following:



        AA.        
the  payment,  promptly  when due,  of all of the loan  indebtedness  (including
interest and reasonable  attorneys’  fees and costs of  collection)  now or
hereafter  arising  under the Loan  Agreement  and the  Instruments,  as defined
therein  (whether or not evidenced by promissory  notes made pursuant  thereto),
including  without  limitation,  (1) the Loan (West  Lafayette)  Promissory Note
dated  concurrently  herewith executed by Mortgagor in the amount of Two Million
Two  Hundred  Fifty  Thousand  Dollars  and No  Cents  ($2,250,000.00)  the last
installment  of which is due and  payable  on or  before  November  1, 2012 (the
“Loan (West Lafayette) Note”);  (2) the Loan (Mount Vernon) Promissory
Note dated concurrently herewith executed by Mortgagor and BAS Evansville in the
amount  of Two  Million  Three  Hundred  Forty  Thousand  Dollars  and No  Cents
($2,340,000.00)  the last  installment  of which is due and payable on or before
April 1, 2008; and (3) the Term Loan Promissory Note dated concurrently herewith
executed by  Mortgagor  in the amount of Five  Million Four Hundred Ten Thousand
Dollars and No Cents  ($5,410,000.00)  the last  installment of which is due and
payable on or before November 1, 2012, including all extensions,  modifications,
consolidations,  and renewals of each of the foregoing  (such  promissory  notes
referred to collectively as the “Notes”), 



        BB.        
one or more future  advances to Mortgagor  and/or BAS Evansville in an aggregate
amount not to exceed Ten Million Dollars ($10,000,000) in excess of the original
indebtedness  evidenced  by the Notes,  which  future  advances  shall,  in each
instance,  be secured by this Mortgage in accordance with I.C.  32-8-11-9.  Such
future  advances,  with  interest  thereon,  shall be secured by this  Mortgage,
whether made (i) under one or more of the Notes, or (ii) under any substitution,
renewal,  replacement  or  modification  agreements  or notes  stating that such
agreements  or notes are secured by this  Mortgage,  it being  understood by all
parties that the advancement of additional funds, as provided for above, remains
discretionary with Mortgagee and is not obligatory, 



        CC.        
the  observance  and  performance  of all other  obligations  to be observed and
performed  by  Mortgagor  under  the Loan  Agreement,  under  any  agreement  or
instrument executed pursuant to the Loan Agreement, or under this Mortgage, and 



        DD.        
all costs  and  expenses  incurred  in the  collection  and  enforcement  of the
indebtedness and obligations secured hereby, and all costs and expenses incurred
in the foreclosure of this Mortgage,  including (without limitation)  reasonable
attorneys’  fees, costs of environmental assessments,  costs of abstracting
or  title  insurance,  appraisal  fees,  expenses  of  survey  and  expenses  of
publication of notice. 



– 3 –




        1.        
Perfection of Security Interest in Fixtures.  Mortgagor further grants to
Mortgagee a security  interest,  mortgage  and lien on the  Collateral  and this
Mortgage is intended to also serve as a Security Agreement.  With respect to all
fixtures included within the definition of the Mortgaged  Property hereunder and
with respect to all Personal Property which are or are to become fixtures,  this
Mortgage  will  constitute  a  financing  statement  under the  Indiana  Uniform
Commercial  Code.  It is  intended  that as to such  fixtures  and the  proceeds
thereof,  this  Mortgage will be effective as a financing  statement  filed as a
fixture filing in the real estate records of the county in which the Real Estate
is located. The Real Estate affected by this Mortgage is described in Exhibit A.
The owners of record of such Real Estate is  Mortgagor.  Information  concerning
the interest of Mortgagee in such fixtures may be obtained from Mortgagee at its
address set forth in this Mortgage.  Mortgagor  hereby  authorizes  Mortgagee to
execute  and file (in such  offices as may be  necessary  for the  purpose)  any
additional  financing  statements  as it may deem  appropriate  to  perfect  the
security  interest  in fixtures or personal  property  granted  herein,  without
Mortgagor’s  signature  thereon.  For  purposes  of  this  fixture  filing,
Mortgagor is the Debtor and Mortgagee is the Secured Party. 



        2.        
Default.  Upon the  occurrence  of an Event of Default (as defined in the
Loan Agreement), Mortgagee may (at its option) without notice or demand, declare
the entire balance of said  indebtedness  to be immediately  due and payable and
may  forthwith  commence an action to  foreclose  this  Mortgage in any court of
competent  jurisdiction.  And it is further  agreed  that,  in such  foreclosure
action,  Mortgagee will be entitled as a matter of right to the appointment,  ex
parte and without  notice,  of a receiver to take  possession  of the  Mortgaged
Property,  and to receive  and collect  the  income,  rents,  issues and profits
thereof, and to lease the same if the same is not then under lease, and all sums
received and  collected by said receiver will be applied first to the payment of
the costs  and  expenses  of such  receivership,  next to the  costs  (including
reasonable attorneys’ fees) of said foreclosure action, next to the payment
of unpaid real  estate  taxes and  assessments,  next to the payment of interest
accrued in the  indebtedness  secured hereby,  and finally to the payment of the
unpaid  principal  balance of the  indebtedness  secured  hereby.  The foregoing
remedies will be in addition to all other remedies available to Mortgagee at law
or in equity. 



        3.        
Effect  of Waiver or  Release.  The failure of  Mortgagee to exercise any
right or remedy  available to it hereunder  will not constitute a waiver of such
right  or  remedy  for any  continuing  or  repeated  default,  and will not bar
Mortgagee from the exercise of such right or remedy or any other right or remedy
available to it hereunder. 



        4.        
Notices.  All  notices  to be given  pursuant  to this  Mortgage  will be
sufficient if given by personal  service,  or by guaranteed  overnight  delivery
service,  or by postage  prepaid  mailing by certified or  registered  mail with
return receipt  requested,  to the parties as set forth below,  or to such other
address as a party may request by notice  given  pursuant to this  Section.  Any
time period  provided in the giving of any notice  hereunder shall commence upon
the date of personal service, the day after delivery to the guaranteed overnight
delivery  service,  or two (2) days after mailing  certified or registered mail.
However, any failure to give notice in accordance with the terms of this Section
will not  invalidate  such  notice if such  notice  was in fact in  writing  and
actually received by the party to whom it was directed. 



– 4 –



	
	
Mortgagor:	
Bioanalytical Systems, Inc.

2701 Kent Avenue

West Lafayette, Indiana 47906

Attention: Douglas P. Wieten




	
	
Mortgagee:	
UNION PLANTERS BANK, N.A.

437 South Street

P.O. Box 780

Lafayette, IN 47902-0780

Attention: Daniel R. House







        5.        
Collection  Costs.  Mortgagor  will be obligated to pay any and all costs
incurred  in  the  collection  of the  indebtedness  secured  hereby  and in the
foreclosure  of this  Mortgage  and the sale of the  Mortgaged  Property as such
costs  are  incurred.   As  used  herein,  the  term  “costs   incurred  in
collection”  means all costs and expenses  reasonably incurred by Mortgagee
in or in  connection  with the  foreclosure  of this Mortgage or the sale of the
Mortgaged Property,  including (without limitation) court costs,  sheriff’s
or   marshal’s   fees,   fees  for   publication   of  notice,   reasonable
attorneys’  fees,  abstracting  fees, title insurance  premiums,  appraisal
fees,  surveyor’s fees, environmental assessment fees and costs incurred in
remediating any contamination of the Mortgaged Property. 



        6.        
Valuation and Appraisement. All sums payable under this Mortgage shall be
without relief from valuation and appraisement laws. 



        7.        
Eminent  Domain.  Mortgagor,  immediately upon obtaining knowledge of the
institution of any  proceeding  for the taking of the Mortgaged  Property or any
portion  thereof  under the power of  eminent  domain,  shall  notify  Mortgagee
thereof. Mortgagee may, at its option, appear in and prosecute, in its own name,
any action or  proceeding,  or make any  compromise  or settlement in connection
with such proceeding,  and Mortgagor appoints Mortgagee as Mortgagor’s true
and  lawful  attorney  for such  purposes,  such  power  being  coupled  with an
interest.   After   deducting   all  of  its  expenses,   including   reasonable
attorneys’   fees,   Mortgagee  may  elect,  in  its  sole  discretion  and
notwithstanding the fact that the security given hereby may not be impaired by a
partial condemnation,  to apply any part or all of the proceeds of the award, in
such order as Mortgagee may determine, in reduction of the Indebtedness, whether
due or not.  Any  application  of all or a portion of the  proceeds  of any such
award to the  Indebtedness  shall not cure or waive  any  default  hereunder  or
invalidate any act done pursuant to any notice of default.  Mortgagor  agrees to
execute such further assignments of any compensation,  award, damages,  right of
action and proceeds as Mortgagee may require. 



        8.        
Damage or  Destruction.  Mortgagor will give  Mortgagee  prompt notice of
damage to or destruction  of any  improvements  on the Mortgaged  Property or to
personal property used in the operation of the Mortgaged Property and in case of
loss covered by policies of  insurance,  Mortgagee is hereby  authorized to make
proof of loss if not promptly  made by Mortgagor or the lessees  under any lease
of   any   portion   of   the   Mortgaged   Property    (“Lease”    or
“Leases”).  Any expenses  incurred by Mortgagee in the  collection  of
insurance proceeds, together with interest thereon from the date of such expense
at the highest default rate set forth in the Notes, shall be added to and become
a part of the  Indebtedness  and shall be  reimbursed  by Mortgagor to Mortgagee
immediately upon demand. Such net proceeds may be applied by Mortgagee,  upon or
in  reduction  of the  Indebtedness  then most  remotely  to be paid,  without a
prepayment fee, or to the cost of rebuilding or restoration of the  improvements
on the  Mortgaged  Property.  However,  if  Mortgagee  shall  require  that  the
improvements on the Mortgaged Property be repaired or rebuilt,  then the repair,
restoration,  replacement  or  rebuilding of the  improvements  on the Mortgaged
Property shall be to a condition of at least equal value as prior to such damage
or  destruction,  and such net  proceeds of  insurance  shall be made  available
therefor under the conditions and in the manner set forth below. 



– 5 –




        
So long as there exists no Event of Default (as defined in the Loan  Agreement),
and  provided  any loss or damage  cannot,  in the sole  judgment of  Mortgagee,
result in the termination,  cancellation or modification of the Leases (if any),
and if the Leases so require and the  insurers do not deny  liability  as to the
insureds,  such  insurance  proceeds,   after  deducting  expenses  incurred  in
collection,  shall be made  available  under the  conditions  and in the  manner
specified in the following paragraph, for the repair,  restoration,  replacement
or rebuilding  of  improvements  on the Mortgaged  Property to a condition of at
least equal value as existed  prior to such  damage or  destruction.  Otherwise,
such net proceeds may be applied by Mortgagee, in its sole discretion,  upon and
in  reduction  of the  Indebtedness  then most  remotely  to be paid in  inverse
chronological  order,  or to  the  cost  of  rebuilding  or  restoration  of the
Mortgaged  Property or personal  property.  However,  if Mortgagee shall require
that the  Mortgaged  Property  be repaired  or rebuilt in  accordance  with this
Agreement, such net proceeds of insurance shall be made available therefor under
the conditions and in the manner set forth below. 



        
Insurance  proceeds  made  available for  restoration,  repair,  replacement  or
rebuilding of the improvements on the Mortgaged Property shall be disbursed from
time to time  (provided no default  exists in the or in this Agreement or in any
of the Instruments or any Lease at the time of each  disbursement),  after first
deducting the expenses of disbursement including, without limitation, reasonable
attorneys’  fees,  costs of title  insurance,  escrows and  closings by the
title company and fees and expenses of the disbursing party, upon the disbursing
party being  provided  with  satisfactory  evidence of the cost of completion of
such  work  and  of  the  diligent  and  timely  prosecution  thereof  and  with
architect’s   certificates,   waivers   of  lien,   contractors’   and
subcontractors’  sworn  statements and other evidence of costs and payments
so that the disbursing party can verify that the amounts  disbursed from time to
time are  represented  by completed and in place work and that said work is free
and clear of all mechanics’ lien claims. No payment made prior to the final
completion of such restoration,  repair,  replacement or rebuilding shall exceed
ninety percent (90%) of the value of the work performed from time to time and at
all times the undisbursed balance of such proceeds remaining in the hands of the
disbursing  party,  together with funds deposited for the purpose or irrevocably
committed for such purpose,  shall be sufficient in the  reasonable  judgment of
Mortgagee,  to pay for the cost of completion of all such  restoration,  repair,
replacement or rebuilding.  Mortgagee may require that plans and  specifications
for the  restoration,  repair,  replacement  or  rebuilding  be submitted to and
approved by Mortgagee  prior to the  commencement of the work. Any surplus which
may remain out of said insurance proceeds after payment of costs of building and
restoration may, at the option of Mortgagee, be applied either on account of the
Indebtedness  then most  remotely  to be paid in  inverse  chronological  order,
without a prepayment fee, or be paid to any person or persons otherwise entitled
thereto.  Application or release of proceeds  under the provisions  hereof shall
not cure or waive any default  hereunder or invalidate  any act done pursuant to
any  notice of  default.  No  interest  shall be  allowed on account of any such
proceeds or other funds held in the hands of Mortgagee or the disbursing  party.




– 6 –




        9.        
Construction  Mortgage.  This Mortgage is a construction  mortgage and it
secures obligations  incurred to finance the construction of improvements on the
Property,  including  certain  costs  incurred in  planning,  architectural  and
engineering  studies,  zoning and similar expenses.  It is understood and agreed
that funds to be advanced  evidenced by the Loan (West Lafayette) Note are to be
used in the  construction of improvements on the Property in accordance with the
Loan Agreement. 



        10.        
Waiver of Jury Trial. MORTGAGOR AND MORTGAGEE, AFTER CONSULTING OR HAVING
HAD THE  OPPORTUNITY  TO  CONSULT  WITH  COUNSEL,  KNOWINGLY,  VOLUNTARILY,  AND
INTENTIONALLY  WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION  BASED  UPON OR ARISING  OUT OF THIS  MORTGAGE,  THE LOAN  AGREEMENT,
INSTRUMENTS,  OR  ANY  OTHER  RELATED  INSTRUMENT  OR  AGREEMENT  OR  ANY OF THE
TRANSACTIONS  CONTEMPLATED  BY THE LOAN  AGREEMENT  OR ANY  COURSE  OF  CONDUCT,
DEALING,  STATEMENTS,  WHETHER  ORAL OR  WRITTEN,  OR ACTIONS OF EITHER OF THEM.
NEITHER  MORTGAGOR OR MORTGAGEE  SHALL SEEK TO  CONSOLIDATE,  BY COUNTERCLAIM OR
OTHERWISE,  ANY ACTION IN WHICH A JURY TRIAL  CANNOT BE OR HAS NOT BEEN  WAIVED.
THESE  PROVISIONS  SHALL NOT BE DEEMED TO HAVE BEEN  MODIFIED  IN ANY RESPECT OR
RELINQUISHED  BY EITHER  MORTGAGOR OR MORTGAGEE  EXCEPT BY A WRITTEN  INSTRUMENT
EXECUTED BY BOTH OF THEM. 



        11.        
Miscellaneous.  This Mortgage will inure to the benefit of and be binding
upon the  parties  hereto and their  respective  successors  and  assigns.  This
Mortgage  and  all  rights  and  obligations  hereunder,  including  matters  of
construction,  validity  and  performance,  will  be  governed  by  the  Uniform
Commercial  Code and other  applicable  laws of the State of  Indiana.  Whenever
possible each provision of this Mortgage will be interpreted in such a manner as
to be effective  and valid upon  applicable  law,  but if any  provision of this
Mortgage will be prohibited by or invalid under  applicable  law, such provision
will be ineffective only to the extent of such prohibition without  invalidating
the remainder of such  provision or the remaining  provisions of this  Mortgage.




        
IN WITNESS WHEREOF, the undersigned have set their hands and affixed their seals
hereunto this 29th day of October, 2002. 


	
	
BIOANALYTICAL SYSTEMS, INC.







By:  /s/ Peter T. Kissinger

Peter T. Kissinger, Ph.D.,

Chairman and Chief Executive Officer







– 7 –



	
STATE OF INDIANA	
)
	 	
)	
SS:
	
COUNTY OF TIPPECANOE	
)






        
Before  me,  the  undersigned  Notary  Public,   personally  appeared  Peter  T.
Kissinger,  Ph.D.,  as Chairman  and Chief  Executive  Officer of  Bioanalytical
Systems,  Inc., an Indiana corporation,  who on behalf of Bioanalytical Systems,
Inc.  acknowledged  the execution of the foregoing  instrument  and swore to the
truth of the statements made therein.



        
Witness my hand and Notarial Seal this 29th day of October, 2002.



SEAL


	 	
/s/ Amy J. Hughes

Notary Public Signature







Amy J. Hughges

Printed Name



	
My Commission Expires:  December 2, 2008



County of Residence:  Tippecanoe











This instrument was prepared  by:  Carolyn H. Andretti, of the firm of
Stuart &  Branigin LLP, 8888 Keystone  Crossing,  Suite 1401,  Indianapolis,
Indiana 46240.  Telephone:  (317) 574-7245;  Facsimile:  (317) 574-7050,  Email:
cha@stuartlaw.com



– 8 –





Legal Description

BAS West Lafayette, Indiana

Commitment No. 20021104OUN





Parcel I:    2701-2801 Kent Avenue, West Lafayette, Indiana



Lot Numbered One (1) in BAS  Subdivision as per the plat thereof dated March 17,
1997,  recorded April 8, 1997, Plat Cabinet E, Page 156, Document Number 9706303
in the Office of the Recorder of Tippecanoe County, Indiana. Located in the City
of West Lafayette, Wabash Township, Tippecanoe County, Indiana. 



Parcel II:    2700 Kent Avenue, West Lafayette, Indiana



Part of Lot No. 5 in McClure Park Subdivision,  Part Two (2), as platted in part
of the Northeast Quarter of Section 12, Township 23 North,  Range 5 West, Wabash
Township,  Tippecanoe County, Indiana,  described as follows:  Commencing at the
northeastern  corner of the  Northeast  Quarter of said Section 12; thence South
00°-00’  East 378.85 feet; thence South 89°-42’  West 728.50
feet; thence South  00°-00’  East 68.77 feet to the point of beginning
of this  description;  thence  South  00°-00’  East 261.00 feet to the
northern  right-of-way  line of  Montgomery  Street;  thence  along the northern
right-of-way line of Montgomery Street the following two courses,  southwesterly
on a curve to the left having a radius of 885.59  feet,  an arc length of 268.42
feet; South 67°-17' West 99.91 feet; thence northwesterly on a curve to the
right having a radius of 35.00 feet,  an arc length of 49.76 feet to the eastern
right-of-way line of Kent Avenue; thence North  31°15’  West along the
eastern   right-of-way   line  of  Kent  Avenue   368.16   feet;   thence  North
58°-45’  East 58.00 feet; thence North  89°-25’  East 536.44
feet to the point of beginning, containing 3.59 acres, more or less. 



The above legal  description  modernized by Survey No.  94-157,  dated April 26,
1994,  prepared  by  Ronald  E.  Wharry,  L.S.,  Moses  Surveying.   Said  legal
description being described as follows:



A part of Lot  number  5 in  McClure  Park  Subdivision,  Part 2, as the same is
recorded in Plat Book 8, page 46, being more particularly  described as follows:



From the NE corner of the NE 1/4,  Sec.  12,  T23N,  R5W,  2nd  P.M.,
Wabash Township,  Tippecanoe  County,  marked by an iron county marker,  proceed
thence South (assumed bearings) a distance of 444.36 feet along the east line of
said quarter, also being along the approximate centerline of Yeager Road; thence
S  89°  30’  02”  W a  distance  of  728.42  feet to the point of
beginning,  being  the SE corner of Lot  number 3 in the  Cumberland  Technology
Subdivision,  marked by an iron pipe; thence (1) S 0° 03’ 47” W a
distance of 260.57 feet to the north  right-of-way  line of  Montgomery  Street,
marked by an iron bar;  thence (2)  westerly a distance  of 268.42  feet along a
non-tangent  curve to the left,  having a radius of 885.59  feet and whose chord
bears S  75°  50’  49”  W a  distance  of 267.39  feet along said
Montgomery Street to an iron bar; thence (3) S 67°  37’  42”  W a
distance of 99.91 feet along said  Montgomery  Street to a non-tangent  curve to
the right, marked by an iron bar; thence (4) West and northerly along said curve
a distance of 49.76 feet,  having a radius of 35.00 feet and whose chord bears N
71°  47’  03”  W a distance  of 45.67 feet along said  Montgomery
Street into the  northeasterly  right-of-way  of Kent Avenue,  marked by an iron
bar;  thence (5) N 31°  10’ 23”  W a distance of 368.16 feet along said
Kent Avenue to an iron pipe; thence (6) N 58°  49' 32” E a distance of
58.00 feet to an iron pipe; thence (7) S 89° 30’ 02” E a distance
of 536.30 feet to the point of beginning, containing 3.588 acres.