Real Estate Mortgage and Security Agreement - Mount Vernon







Exhibit 10.17













REAL ESTATE MORTGAGE AND SECURITY AGREEMENT

[FIXTURE FILING]

(Mount Vernon)



THIS INDENTURE WITNESSETH





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



BAS EVANSVILLE, 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  Bioanalytical  Systems,  Inc., an Indiana  corporation
(“BAS”),  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 BAS 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 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 BAS 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 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:	
BAS Evansville, Inc.

10424 Middle Mt. Vernon Road

Mount Vernon, Indiana  47620

Attention:  Michael P. Sylvon, Ph.D.




	
	
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   marshall’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. 


	
	
BAS EVANSVILLE, INC.







By:  /s/ Peter T. Kissinger

Peter T. Kissinger, Ph.D.,

President







– 7 –



	
STATE OF INDIANA	
)
	 	
)	
SS:
	
COUNTY OF TIPPECANOE	
)






        
Before  me,  the  undersigned  Notary  Public,   personally  appeared  Peter  T.
Kissinger, Ph.D., as President of BAS Evansville,  Inc., an Indiana corporation,
who on behalf of BAS Evansville, 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. Hughes

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 Evansville, Inc. an Indiana Corp. (parcel A & B)

BAS Evansville, Inc. an Indiana Corp. (parcel C)





Parcel A



Part of  Section  26,  Township 6 South,  Range 12 West of the Second  Principal
Meridian,  lying in Marrs  Township,  Posey County,  Indiana,  containing  3.643
acres, more or less, and more particularly described as follows: 



Commencing  at a  three-quarter  inch iron pin marking the center of Section 26,
Township 6 South,  Range 12 West, thence West along the East-West  centerline of
said section  24.00 feet to the POINT OF BEGINNING OF THIS  DESCRIPTION:  thence
North 20.00 feet;  thence East 24.00 feet to the North-South  centerline of said
section;  thence  North 00  degrees  04  minutes  42  seconds  West  along  said
North-South  centerline  430.00 feet;  thence East 264.83 feet;  thence South 00
degrees 06 minutes 01 second  East  450.00  feet to a one-half  inch iron pin on
said East-West  centerline;  thence West along said East-West  centerline 135.00
feet;  thence  South 271.45 feet to a point in Middle Mt.  Vernon  Road,  thence
North 77 degrees 03 minutes 12 seconds  West along said road 133.39 feet to said
North-South centerline; thence North 62 degrees 40 minutes 00 seconds west along
said road  27.05  feet;  thence  North  229.14  feet to the point of  beginning.




Parcel B



Tract I:

The East Half (E/2) of the East Half (E/2) of the  Northwest  Quarter  (NW/4) of
Section  Twenty-six  (26),  Township  Six (6)  South,  Range  Twelve  (12) West.



ALSO  Part  of  the  Northwest  Quarter  of the  Southwest  Quarter  of  Section
Twenty-six  (26),   Township  Six  (6)  South,  Range  Twelve  (12)  West,  more
particularly described as follows, to wit:



Beginning at the  Northeast  corner of the Southwest  Quarter  (SW/4) of Section
Twenty-six  (26).  Township Six (6) South,  Range Twelve (12) West,  thence west
along  the half  section  line 26 rods to a  stake;  thence  in a  southeasterly
direction  to a stake on the East  line of the said  Southwest  Quarter  (SW/4),
which is 15 rods south of said northeast  corner of the said Southwest  Quarter;
thence north 15 rods to the place of beginning. 



EXCEPT A strip of land 24 feet wide off of the east side of the following tract;
Beginning  at the  northeast  corner of the  Southwest  Quarter of  Section  26,
Township 6 South, Range 12 West, from thence west along the half section line 26
rods to a stake, from thence in a southeasterly direction to a stake on the east
line of the said  Southwest  Quarter  which is 15 rods  south of said  northeast
corner; thence north 15 rods to the place of beginning. 



ALSO EXCEPT  Beginning at the southeast corner of the East Half of the East Half
of the Northwest Quarter of Section 26, Township 6 South,  Range 12 West; thence
west 24 feet; thence North 20 feet; thence east 24 feet; thence south 20 feet to
the place of beginning. 





EXCEPTING  THEREFROM so much of subject property as was conveyed to T.P.S. Inc.,
by Quitclaim  Deed dated  October 24, 1980 and recorded in Deed Record 131, Page
449, in the Office of the Recorder of Posey County, Indiana.



Tract II:

Part  of the  West  Half  (W/2)  of the  Northeast  Quarter  (NE/4)  of  Section
Twenty-six (26), Township Six (6) South, Range Twelve (12) West in Posey County,
Indiana, more particularly described as follows:



Beginning  at a stone  marking  the  Southwest  corner of the said Half  Quarter
Section and  measuring  thence  North along the West line  thereof One  Thousand
Three Hundred  Twenty  (1,320) feet;  thence East and parallel to the South line
thereof Two Hundred Sixty-five (265) feet; thence South and parallel to the West
line of said Half Quarter Section, One Thousand and Three Hundred Twenty (1,320)
feet to a point on the South  line of said Half  Quarter  Section;  thence  West
along the said  South  line Two  Hundred  Sixty-five  (265) feet to the place of
beginning. 



ALSO a strip  of land 24 feet  wide off the East  side of the  following  tract;
Beginning  at the  Northeast  corner of the  Southwest  Quarter of  Section  26,
Township 6 South, Range 12 West, from thence west along the Half Section line 26
rods to a stake, from thence in a southeasterly direction to a stake on the east
line of the said  Southwest  Quarter to a point 15 rods south of said  northeast
corner; thence north 15 rods to the place of beginning. 



ALSO Beginning at the southeast  corner of the East Half of the East Half of the
Northwest Quarter of Section 26, Township 6 South, Range 12 West, thence west 24
feet;  thence  North 20 feet,  thence east 24 feet,  thence South 20 feet to the
place of beginning. 



EXCEPTING THEREFROM so much of subject property as was conveyed by James Anthony
Botta, Jr. to John Busey Botta, by Deed dated November 1, 1994 and recorded
in  Deed  Record  185,  Page  720,  in the  office  of the  Recorder  aforesaid.




Tract III:

Property as shown by survey by John H. Leffel dated April 19, 1994, in
the  Northeast  Quarter of Section  26,  Township 6 South,  Range 12 West of the
Second Principal Meridian,  lying in Marrs Township,  Posey County, Indiana, and
more particularly described as follows:



Commencing at a 3/4 inch iron pin marking the Southwest  Corner of the West Half
of the Northeast Quarter of Section 26, Township 6 South,  Range 12 West; thence
North 00°  04’  42”  West along the Western Boundary of said Half
Quarter Section 1319.79 feet to a 3⁄4  inch iron pipe;  thence North 89°
26’  56”  East 264.50 feet to a 3⁄4  inch pipe marking the POINT OF
BEGINNING;  thence  continuing  along said  Northern  boundary  199.04 feet to a
3⁄4 inch iron pipe; thence South 00°  06’ 01” East 895.48 feet
to a 5/8 inch Rebar; thence South 89° 29’ 56” West 199.04 feet to
a 5/8 inch Rebar, thence North 00°  06’  01”  West 895.48 feet to
the POINT OF BEGINNING. 



ALL OF THE FOREGOING TRACTS I, II and III also being the same as the following:

Part of  Section  26,  Township 6 South,  Range 12 West of the Second  Principal
Meridian,  lying in Marrs  Township,  Posey  County,  Indiana,  and  being  more
particularly described as follows: 





Beginning  at a  three-quarter  inch iron pin  marking the center of Section 26,
Township 6 South,  Range 12 West;  thence South 00 degrees 00 minutes 00 seconds
West along the North/South  Centerline of said section 241.56 feet to the center
of Middle Mt.  Vernon  Road;  thence North 62 degrees 40 minutes 00 seconds West
along the center of said road 342.11 feet; thence North 52 degrees 32 minutes 00
seconds  West along the center of said road 21.00 feet;  thence north 53 degrees
24 minutes 30 seconds  West along the center of said road  120.44  feet;  thence
North 66 degrees 52 minutes 00 seconds  West along the center of said road 75.00
feet;  thence  North 80 degrees  07 minutes 30 seconds  West along the center of
said road 81.51 feet;  thence  North 82 degrees 57 minutes 30 seconds West along
the center of said road 103.80 feet to the Western  Boundary of the East Half of
the East Half of the Northwest Quarter of said section;  thence North 00 degrees
00 minutes 00 seconds  East along  said  Western  Boundary  2625.17  feet to the
Northwest corner of said half half quarter  section;  thence North 90 degrees 00
minutes 00 seconds East along the Northern  Boundary of said section 668.77 feet
to the  Northeast  corner of said  quarter  section;  thence South 00 degrees 04
minutes  33  seconds  West  along  said  section  centerline  1361.44  feet to a
three-quarter inch iron pipe; thence North 89 degrees 29 minutes 56 seconds East
463.54 feet; thence South 00 degrees 06 minutes 01 seconds East 895.48 feet to a
five-eighths  inch  rebar;  thence  South 89 degrees 29 minutes 56 seconds  West
199.04 feet to a five-eighths inch rebar;  thence North 00 degrees 06 minutes 01
second  West 23.38  feet;  thence  South 90  degrees 00 minutes 00 seconds  West
264.83 feet to said  section  centerline;  thence South 00 degrees 04 minutes 42
seconds  East  along  said  section  centerline  450.00  feet  to the  point  of
beginning, containing 51.537 acres, more of less. 



EXCEPT  part of the  Northwest  quarter  and part of the  Southwest  Quarter  in
Section 26, Township 6 South, Range 12 West, described as follows: 



Beginning  at the  Southeast  corner of the  Northwest  quarter of  Section  26,
Township 6 South,  Range 12 West,  thence West along the  half-section  line 200
feet to a point;  thence North 500 feet to a point;  thence East 200 feet to the
half-section line separating the Northwest quarter from the Northeast quarter of
said Section 26; thence South along said half-section line 500 feet to the point
of beginning, containing 2.296 acres, more or less. 



ALSO EXCEPT a strip of land 200 feet wide off of the East side of the  following
tract: 



Beginning  at the  Northeast  corner of the  Southwest  Quarter of  Section  26,
Township 6 South, Range 12 West; from thence West along the half-section line 26
rods to a stake; from thence in a Southeasterly direction to a stake on the East
line of the said  Southwest  Quarter  which is 15 rods to a point of  beginning,
containing in said strip of land 0.872 acre, more or less. 



Parcel C



Part of the  Northwest  Quarter  and part of the  Southwest  Quarter  in Section
Twenty-six (26),  Township Six (6) South,  Range twelve (12) West,  described as
follows: 





Beginning  at the  Southeast  corner of the  Northwest  Quarter  (NW  1⁄4) of
Section Twenty-six (26),  Township Six (6) South, Range Twelve (12) West, thence
West along the Half-Section line 200 feet to a point, thence North 500 feet to a
point,  thence East 200 feet to the  Half-Section  line separating the Northwest
Quarter  (NW 1⁄4)  from the  Northeast  Quarter  (NE 1⁄4) of said  Section
Twenty-six (26), thence South along said Half-Section line 500 feet to the point
of beginning. 



ALSO, a strip of land 200 feet wide off of the East side of the following tract:



Beginning  at the  Northeast  corner of the  Southwest  Quarter  (SW  1⁄4) of
Section  Twenty-six (26),  Township Six (6) South,  Range Twelve (12) West, from
thence West along the  Half-Section  line Twenty-six (26) rods to a stake,  from
thence  in a  Southeasterly  direction  to a stake on the East  line of the said
Southwest Quarter which is 15 rods to a point of beginning. 



EXCEPT a strip of land 24 feet wide off of the East side of the following tract:



Beginning  at the  Northeast  corner of the  Southwest  Quarter of  Section  26,
Township Six (6) South,  Range 12 West, from thence West along the  Half-Section
line 26 rods to a stake, from thence in a Southeasterly  direction to a stake on
the East  line of the said  Southwest  Quarter  which is 15 rods to the place of
beginning, containing One and One-Fifth Acres, more or less. 



ALSO EXCEPT, beginning at the Southeast corner of the East Half of the East Half
of the Northwest Quarter of Section 26, Township 6 South,  Range 12 West; thence
West 24  feet;  thence  North  20 feet;  thence  South  20 feet to the  place of
beginning.