<PAGE>

                                                                  EXHIBIT 10.15

                                     ALBERTA

                                 LAND TITLES ACT

                                MORTGAGE OF LAND

                                       TO

                   GMAC COMMERCIAL MORTGAGE OF CANADA, LIMITED

                                NOVEMBER 24, 2004

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                                                                              2.

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                           <C>
RECITALS....................................................................................   3
  SECTION 1 - DEFINITIONS...................................................................   3
  SECTION 2 - CHARGING AND MORTGAGING PROVISIONS............................................   8
  SECTION 3 - REPAYMENT.....................................................................   8
  SECTION 4 - NO PREPAYMENT.................................................................   9
  SECTION 5 - NO OBLIGATION TO ADVANCE NO MERGER ON REGISTRATION-DISCHARGE-PAYMENT..........  14
  SECTION 6 - PAYMENT UNDER THE CHARGE......................................................  14
  SECTION 7 - INTEREST AFTER DEFAULT........................................................  14
  SECTION 8 - CRIMINAL RATE OF INTEREST.....................................................  15
  SECTION 9 - INTEREST ACT (CANADA).........................................................  15
  SECTION 10 - REPRESENTATIONS AND WARRANTIES...............................................  16
  SECTION 11 - COVENANTS....................................................................  18
  SECTION 12 - TAXES, LIENS, ENCUMBRANCES, ETC..............................................  22
  SECTION 13 - INSURANCE....................................................................  25
  SECTION 14 - IMPROVEMENTS, FIXTURES.......................................................  36
  SECTION 15 - ASSIGNMENT OF RENTS AND LEASES...............................................  36
  SECTION 16 - NOTICE OF ALLEGED DEFAULTS BY LESSOR UNDER LEASES............................  37
  SECTION 17 - MANAGEMENT, REPAIR AND INSPECTIONS...........................................  37
  SECTION 18 - EXPENSES OF OBTAINING AND MAINTAINING SECURITY...............................  38
  SECTION 19 - MAINTENANCE OF CHARGE........................................................  38
  SECTION 20 - ACCELERATION.................................................................  39
  SECTION 21 - REMEDIES ON DEFAULT..........................................................  41
  SECTION 22 - LEASES AND RENTS.............................................................  46
  SECTION 23 - RIGHTS OF CHARGEE SHALL BE SEPARATE - EXTENSIONS.............................  48
  SECTION 24 - NON-TRANSFERABILITY, PARTIAL DISCHARGE AND NO SUBSEQUENT ENCUMBRANCING.......  48
  SECTION 25 - DISCHARGE AND RENEWAL........................................................  52
  SECTION 26 - FINANCIAL DATA...............................................................  52
  SECTION 27 - NO MERGER OR WAIVER OF CHARGEE'S RIGHTS......................................  54
  SECTION 28 - LIMITATIONS ON PERSONAL LIABILITY............................................  54
  SECTION 29 - DISTRESS - ATTORNMENT........................................................  56
  SECTION 30 - CONTINUING SECURITY..........................................................  56
  SECTION 31 - ASSIGNMENT, PLEDGE OR TRANSFER BY CHARGEE...................................   57
  SECTION 32 - NOTICE.......................................................................  58
  SECTION 33 - MISCELLANEOUS................................................................  59
</TABLE>

<PAGE>

                                    MORTGAGE

RECITALS

A. GMAC COMMERCIAL MORTGAGE OF CANADA, LIMITED of 70 York Street, Suite 710,
Toronto, Ontario M5J 1S9 has agreed to make a loan in favour of PG-NOM
(ALBERTA), INC. in the principal amount of Four Million Two Hundred and Fifty
Thousand Canadian Dollars ($4,250,000) upon the terms and conditions more
particularly contained in this Charge;

B. PG-NOM (ALBERTA), INC. is the registered owner of a fee simple interest in
the lands and premises described in Schedule "A" in this Charge;

C. this Charge is given by PG-NOM (ALBERTA), INC. as continuing security for the
repayment to GMAC COMMERCIAL MORTGAGE OF CANADA, LIMITED of the indebtedness and
the performance of certain obligations more particularly contained in this
Charge.

FOR VALUE RECEIVED, the parties agree as follows:

SECTION 1 - DEFINITIONS

1.1 DEFINITIONS. In this Agreement: For the purposes of this Charge the
following definitions will apply:

(1) ACCEPTABLE REPLACEMENT LEASE means a replacement lease for the entire
Charged Premises with an Acceptable Replacement Tenant acceptable to Chargee in
its sole-discretion;

(2) ACCEPTABLE REPLACEMENT TENANT shall mean a single-user tenant acceptable to
Chargor in its sole discretion;

(3) AFFILIATE has the meaning given to it in Section 24.4 of this Charge;

(4) BILLS has the meaning given to it in Section 12.1(1) of this Charge;

(5) BUSINESS DAY means a day on which the Chargee is open for business but
specifically excluding in all cases Saturday, Sunday or a statutory holiday
pursuant to the laws of Canada or Alberta;

(6) CASUALTY CONSULTANT has the meaning given to it in Section 13.4(1) of this
Charge;

(7) CASUALTY RETAINAGE has the meaning given to it in Section 13.4(4)(c);

(8) CHARGE means this Mortgage of Land and all instruments supplemental to this
Mortgage of Land or in amendment or confirmation of this Mortgage of Land;

(9) CHARGED PREMISES means the Lands and the Improvements, Leases, Rents,
Equipment, Expropriation awards, insurance proceeds and proceeds of tax appeals;

(10) CHARGEE means GMAC Commercial Mortgage of Canada, Limited of 70 York
Street, Suite 710, Toronto, Ontario M5J 1S9 and its successors and assigns;

<PAGE>
                                                                              4.

(11) CHARGOR means PG-NOM (ALBERTA), INC. and its successors and assigns;

(12) CLOSED PERIOD EXPIRATION DATE has the meaning given to it in Section
4.2(2)(a) of this Charge;

(13) COMMITMENT LETTER has the meaning given to it in Section 5.1 of this
Charge;

(14) DEFEASANCE has the meaning given to it in Section 4.2(2)(a) of this Charge;

(15) DEFEASANCE COLLATERAL has the meaning given to it in Section 4.2(2)(c)(i)
of this Charge;

(16) DEFEASANCE SECURITY AGREEMENT has the meaning given to it in Section
4.2(2)(b)(vi) of this Charge;

(17) DISBURSEMENT DATE has the meaning given to it in Section 3.1 of this
Charge;

(18) DISCHARGE has the meaning given to it in Section 4.2(2) of this Charge;

(19) DISCHARGE DATE has the meaning given to it in Section 4.2(2)(b)(i) of this
Charge;

(20) DISCHARGE INSTRUMENTS has the meaning given to it in Section 4.2(2)(b)(xi);

(21) ENVIRONMENTAL INDEMNITY AGREEMENT means that certain environmental
indemnity agreement from the Chargor in favour of the Chargee dated as of the
date of this Charge;

(22) ENVIRONMENTAL REPORT has the meaning ascribed to it in the Environmental
Indemnity Agreement;

(23) EQUIPMENT means all machinery, equipment, fittings, apparatus, appliances,
furniture, furnishings, tools, chattels, fixtures (including all heating, air
conditioning, ventilating, waste disposal, sprinklers and fire and theft
protection equipment, plumbing, lighting, communications and elevator fixtures)
and other similar property of every kind and nature whatsoever which are (i) now
or hereafter located upon or used in connection with Lands or the Improvements
or appurtenant thereto, and (ii) in which the Chargor has or shall have an
ownership interest;

(24) EQUITY INTEREST means (a) a partnership interest in an entity which is a
partnership or (b) a shareholder interest in an entity which is a corporation;

(25) EVENT OF DEFAULT has the meaning given to it in Section 20.1 of this
Charge;

(26) EVENT OF INSOLVENCY means, with respect to the Chargor, the occurrence of
any one of the following events:

      (a)   If the Chargor shall, other than as expressly permitted hereby:

            (i)   be wound up, dissolved or liquidated, whether pursuant to the
                  provisions of the laws of the Province of Alberta or the laws
                  of Canada applicable thereto, or any other law or otherwise,
                  or becomes subject to the provisions of the

<PAGE>
                                                                              5.

                  Winding-Up and Restructuring Act (Canada), or has its
                  existence terminated or has any resolution passed therefor; or

            (ii)  makes a general assignment for the benefit of its creditors or
                  a proposal under the Bankruptcy and Insolvency Act (Canada),
                  shall otherwise acknowledge its insolvency or shall be
                  declared or become bankrupt or insolvent; or

            (iii) proposes a compromise or arrangement under the Companies'
                  Creditors Arrangement Act (Canada) or shall file any petition
                  or answer seeking any re-organization, arrangement,
                  composition, re-adjustment, liquidation, dissolution or any
                  other relief for itself under any future Bankruptcy and
                  Insolvency Act (Canada) or any other present or future law
                  relative to bankruptcy, insolvency or other relief for debtors
                  or for the benefit of creditors; or

            (iv)  be unable, for any reason, to pay its trade creditors within
                  one hundred and twenty (120) days of the rendering of trade
                  accounts; or

      (b)   If a court of competent jurisdiction shall enter an order, judgment
            or decree against the Chargor in respect of any re-organization,
            arrangement, composition, re-adjustment, liquidation, dissolution,
            winding-up, termination of existence, declaration of bankruptcy or
            insolvency, or similar relief under any present or future law
            relating to companies' bankruptcy, insolvency or other relief for or
            against debtors, and the Chargor shall acquiesce in the entry of
            such order, judgement or decree or such order, judgement or decree
            shall remain unvacated and unstayed; or if any trustee in
            bankruptcy, receiver, receiver and manager, monitor or liquidator or
            any other officer with similar powers shall be appointed for the
            Charged Premises or any portion thereof, or for the Chargor or for
            all or any substantial part of its property or its respective
            interest in the Charged Premises with the consent or acquiescence of
            the Chargor or such appointment shall remain unvacated and unstayed;
            or

      (c)   If, other than as expressly permitted hereby, an encumbrancer or the
            holder of any lien or charge or any other creditor takes possession
            of the Charged Premises or the interest of the Chargor in the
            Charged Premises, or any part thereof, or if a distress or execution
            or any similar process be levied or enforced upon or against the
            same;

(27) GOVERNMENT OF CANADA BOND YIELD has the meaning given to it in Section
21.1(3) of this Charge;

(28) GAAP means generally accepted accounting principles which are in effect in
Canada at the time the expression is applied;

(29) GUARANTOR means Corporate Property Associates 16 - Global Incorporated, who
is executing a guarantee in favour of the Chargee as guarantor and an
environmental indemnity as indemnitor;

(30) IMPROVEMENTS means the buildings, structures and improvements now located
on the Lands and all appurtenances pertaining thereto, together with all other
buildings, structures and improvements hereinafter located from time to time in,
on or under the Lands together with all personal property, Equipment and
chattels now or hereafter affixed to the Lands and buildings

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                                                                              6.

thereon (excluding rental equipment and all personal property, equipment and
chattels owned by lessees of the Lands);

(31) INSURANCE ESCROW FUND has the meaning given to it in Section 13.1(1) of
this Charge;

(32) INSURANCE ESCROW PAYMENTS has the meaning given to it in Section 13.1(1) of
this Charge;

(33) INTEREST ADJUSTMENT DATE means December 1, 2004;

(34) INTEREST RATE means the rate of <>% per annum, which interest shall be
calculated at such rate semi-annually, not in advance, both before and after
maturity, demand, default and judgment;

(35) INVESTOR has the meaning given to it in Section 31.1 of this Charge;

(36) LANDS means the Chargor's fee simple interest in the lands and premises
described in Schedule "A" of this Charge, including all tenements, hereditaments
and appurtenances thereto belonging or in any way appertaining, and the
reversion or reversions, remainder and remainders, rents, issues and profits
therefrom, and all the estate, right, title, interest, property claim and demand
whatsoever of the Chargor, of, in and to the same and of, in and to every part
thereof;

(37) LEASES means all leases, offers to lease, subleases, licenses and other
contracts and agreements which now or hereafter affect the use, enjoyment or
occupancy of the Charged Premises or any portion thereof, now or hereafter
entered into together with all credits, rights, options, claims, causes of
action, guarantees, indemnities, security deposits and other security held by or
on behalf of the Chargor in connection therewith;

(38) LOAN means the loan in the aggregate principal amount of Four Million Two
Hundred and Fifty Thousand ($4,250,000) of lawful money of Canada extended or to
be extended by the Chargee to the Chargor to be secured by this Charge and other
security given by the Chargor to the Chargee;

(39) MAJOR LEASE has the meaning given to it in Section 22(4) of this Charge;

(40) MATURITY DATE means, subject to early maturity by reason of the occurrence
of an Event of Default and the acceleration of the repayment date of the Loan at
the option of the Chargee, December 1, 2014;

(41) NET PROCEEDS has the meaning given to it in Section 13.4(2);

(42) NET PROCEEDS DEFICIENCY has the meaning given to it in Section 13.4(2) of
this Charge;

(43) NET WORTH means, as of a given date, a Person's equity calculated in
conformance with GAAP by subtracting total liabilities from total tangible
assets;

(44) NET WORTH REQUIREMENT means collectively (x) an aggregate minimum Net Worth
 of not less than Twenty-Five Million USD ($25,000,000 USD) and (y) aggregate
 cash and/or marketable securities (which for purposes hereof shall include,
 without limitation, short term investments of less than one year) equal to or
 greater than Five Hundred Thousand USD ($500,000 USD);

(45) PARTICIPATIONS has the meaning given to it in Section 31.1 of this Charge;

<PAGE>
                                                                              7.

(46) PAYMENT DATE has the meaning given to it in Section 3.1 of this Charge;

(47) PERMITTED ENCUMBRANCES means those encumbrances, liens and interests
affecting the Charged Premises if any which are set forth in Schedule "B"
attached hereto;

(48) PERSON means an individual, partnership, limited partnership, limited
liability partnership, corporation, business trust, joint stock company, trust,
unincorporated association, joint venture, governmental authority or other
entity of whatever nature;

(49) PLY GEM LEASE means the lease of the Lands between PG-NOM (ALBERTA), INC.,
as landlord, and CWD WINDOWS AND DOORS, INC., as tenant, dated August 27, 2004;

(50) PRINCIPAL OR PRINCIPAL SUM has the meaning given to it in Section 3.1 of
this Charge;

(51) RATING AGENCY has the meaning given to it in Section 4.2(2)(b)(ix) of this
Charge;

(52) RECEIVER has the meaning given to it in Section 21.1(9) in this Charge;

(53) RENTS means all revenues, receipts, income, credits, deposits, profits,
royalties, rents, additional rents, recoveries, accounts receivable and other
receivables of any kind and nature whatsoever arising from or relating to the
Charges Premises;

(54) RESTORATION has the meaning given to it in Section 13.4(1) of this Charge;

(55) RESTORATION THRESHOLD has the meaning given to it in Section 13.4(2) of
this Charge;

(56) SCHEDULED DEBT PAYMENT has the meaning given to it in Section 4.2(2)(c)(i)
of this Charge;

(57) SECURITIES has the meaning given to it in Section 31.1 in this Charge;

(58) SECURITIZATION has the meaning given to it in Section 31.1 of this Charge;

(59) SECURITY means collectively, all further or collateral security, other than
this Charge, given by the Chargor or others to the Chargee as security for the
Loan and includes the Commitment Letter;

(60) SUCCESSOR CHARGOR has the meaning given to it in Section 4.2(3) of this
Charge;

(61) TAX ESCROW FUND has the meaning given to it in Section 12.1(1) of this
Charge;

(62) TAXES means for each year during the term of this Charge all real property
taxes, business taxes, rates, duties, charges, assessments, impositions, taxes,
levies and charges for local improvements or otherwise, imposed upon or assessed
against the Charged Premises or any part or parts thereof by any federal,
provincial, metropolitan or municipal government, agency or commission
including, without limitation, school boards, and paid or payable by the
Chargor, but shall not include franchise, capital levy or transfer tax or any
income, excess profits or revenue tax or any other tax or impost of a personal
nature charged or levied upon the Chargor. If the system of real property
taxation or business taxation shall be altered or varied and any new tax shall
be levied or imposed on all or any portion of the Charged Premises or the
revenues therefrom in substitution for,

<PAGE>
                                                                              8.

or in addition to, taxes presently levied or imposed, then any such new tax or
levy shall be deemed to be and shall be included herein;

(63) TERM means the term of this Charge and being a period which expires on the
Maturity Date;

(64) UNDERTAKING means any undertaking of even date given by the Chargor and any
beneficial owner to the Chargee in connection with certain outstanding matters
in respect of the Loan as set out in the Undertaking;

(65) USD means United States of America Dollars;

(66) W.P. CAREY PARENT has the meaning given to it in Section 24.3 of this
Charge.

SECTION 2 - CHARGING AND MORTGAGING PROVISIONS

2.1 Now therefore witnesseth that the Chargor, being the registered owner of a
fee simple interest in the Lands, in consideration of the principal sum of Four
Million Two Hundred and Fifty Thousand Dollars ($4,250,000) of lawful money of
Canada to be loaned by the Chargee to the Chargor or for its benefit, and as
security for the repayment of all monies owing by and the performance of the
obligations of the Chargor hereunder does hereby grant, mortgage, charge and
create a security interest in, to and in favour of the Chargee all of its
estate, right, title and interest in and to the Charged Premises and covenants
and agrees to and with the Chargee as hereinafter provided.

2.2 The last day of any term reserved by any Leases, verbal or written, or any
agreement therefor, now held or hereafter acquired by the Chargor is hereby
excepted out of the Charge granted hereby and the same shall be deemed to be a
charge by way of sublease provided that the Chargor shall stand possessed of
such last day in trust for the benefit of the Chargee. The Chargor shall assign
and dispose of the same in such manner as the Chargee may from time to time
direct in writing without cost or expense to the Chargee. Upon any sale,
assignment, sublease or other disposition of such Leases, the Chargee shall, for
the purpose of vesting the aforesaid residue of any such term in any purchaser,
assignee, sublessee or such other acquirer of the Leases or any interest
therein, be entitled by deed or other written instrument to assign to such other
person, the aforesaid residue of any such term in place of the Chargor and to
vest the same freed and discharged from any obligation whatsoever respecting the
same.

2.3 Chargor hereby pledges to the Chargee and grants to the Chargee, a security
interest in any and all monies now or hereafter held by the Chargee including,
without limitation, any sums deposited in the Tax Escrow Fund and the Insurance
Escrow Fund.

SECTION 3 - REPAYMENT

3.1 The Chargor will pay to or to the order of the Chargee at its offices as set
out in Section 32 hereof or at such other address in Canada as the Chargee may
from time to time designate in writing, without set-off, compensation or
deduction, and without deduction for bank service or any other charges, the
principal sum of Four Million Two Hundred and Fifty Thousand Dollars
($4,250,000), in lawful money of Canada (which amount or that portion thereof
which from time to time remains outstanding is sometimes hereafter referred to
as the "Principal" or "Principal Sum"), together with interest thereon
calculated at the Interest Rate, as well after as before maturity and both
before and after default and judgment, such interest at the

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                                                                              9.

Interest Rate computed from the date of advance (the "Disbursement Date") to the
last day of the month in which the Disbursement Date occurs, to be due and be
paid on the Disbursement Date and thereafter to be paid in equal consecutive
monthly instalments of blended principal and interest, commencing on the first
(1st) day of the first month following the Interest Adjustment Date and
continuing on the first (1st) day of each successive calendar month in each and
every year thereafter (each successive date for payment being hereafter referred
to as the "Payment Date"), to and including the first day of December, 2014 each
such instalment to be in the amount set out below and the last instalment to be
in the amount of the then remaining balance of the Principal Sum and accrued
interest thereon and any other amounts then unpaid and hereby secured to be paid
on the Maturity Date. Blended monthly payments of principal and interest in
respect of the Loan shall be made in an amount of $<>.

3.2 The Chargor acknowledges and agrees that monthly payments for Principal and
interest together with all payments for Taxes and Insurance Escrow Payments must
pass through a single bank account (in an institution whose accounts are insured
by the Canadian Deposit Insurance Corporation) on which the Chargor will have
pre-authorized the Chargee to withdraw the monthly payments under this Charge
plus any Taxes and Insurance Escrow Payments payable in respect of the Charged
Premises if not otherwise paid by the Chargor.

3.3 It is hereby agreed that in case default should be made in payment of any
sum to become due at any time appointed for payment thereof as herein provided,
compound interest at the Interest Rate shall be payable and the sum in arrears
from time to time, as well after as before maturity, shall bear interest
applicable for such sum, and in case interest as compounded is not paid within
one (1) month from the time of default a rest shall be made, and compound
interest at the Interest Rate for such sum shall be payable on the aggregate
then due, as well after as before maturity, both before and after default and
judgement and so on from time to time and all such interest and compound
interest shall be a charge on the Charged Premises.

3.4 The Chargor acknowledges and agrees that all monthly payments of principal
and interest pursuant to Section 3 shall be made to and received by the Chargee
prior to 3:00 p.m. Calgary, Alberta time on the date due, failing which such
payment shall be deemed received on the next succeeding Business Day provided
that in such case, such extension of time shall be included for the purposes of
computation of interest; provided further that in the event any payment is due
on a day which is not a Business Day, it shall be payable prior to 3:00 p.m.
Calgary, Alberta time on the next succeeding Business Day and provided such
payment is received by such date and such time, then interest shall not be
charged for such extension.

3.5 The Chargor acknowledges and agrees that all payments of principal on the
Maturity Date made pursuant to Section 3 or otherwise required under this Charge
shall be made to and received by the Chargee prior to 3:00 p.m. Calgary, Alberta
time on the date due or the next succeeding Business Day in the event the date
due is not a Business Day; provided such extension of time shall be included for
the purposes of computation of interest.

SECTION 4 - NO PREPAYMENT

4.1 Subject only to early maturity by reason of the occurrence of an Event of
Default and the acceleration of the repayment of the Loan at the option of the
Chargee, the Chargor shall not be

<PAGE>
                                                                             10.

entitled to prepay all or any portion of the indebtedness evidenced by the Loan
or this Charge prior to the Maturity Date. Notwithstanding any contrary
provision of this Charge, Chargee may at any time apply proceeds from a
Termination Amount (as defined in the Ply Gem Lease or an Acceptable Replacement
Lease), a casualty or expropriation to Principal, provided that any such
application shall not be subject to any prepayment penalty.

4.2 Loan Repayment and Defeasance.

(1) REPAYMENT. Chargor shall repay any outstanding principal indebtedness of the
Loan in full on the Maturity Date, together with all accrued and unpaid interest
to (but excluding) the date of repayment. Other than as set forth in Section 4.1
or this Section 4.2, or as required or permitted pursuant hereto in connection
with a casualty or expropriation, Chargor shall have no right to prepay all or
any portion of the indebtedness evidenced by the Loan.

(2)   Voluntary Defeasance of the Loan.

      (a)   Defeasance to Discharge Charged Premises from Charge. Subject to
            Chargor's compliance with all terms and conditions of this Section
            4.2(2) to Chargee's reasonable satisfaction, and provided that no
            Event of Default exists under this Charge, Chargor may defease the
            Loan in the manner hereafter set forth ("Defeasance") on any
            Business Day after the Closed Period Expiration Date and obtain a
            discharge ("Discharge") of the Charged Premises from this Charge.
            Once Defeasance has been completed, the Loan will be secured by the
            Defeasance Collateral (defined below), and thereafter the Loan
            cannot be the subject of any further Defeasance, nor prepaid in
            whole or in part notwithstanding any provision of Section 4.2 to the
            contrary. "Closed Period Expiration Date" means the date that is one
            year after the first Payment Date of the Charge.

      (b)   Conditions to Defeasance. Prior to Chargee's delivery of a
            Discharge, each of the following conditions must be fulfilled to the
            satisfaction of Chargee:

            (i)   Chargor shall have provided not more than ninety (90) days
                  notice nor less than forty-five (45) days prior written notice
                  to Chargee requesting Defeasance and identifying the date upon
                  which it desires to obtain a Discharge ("Discharge Date").

            (ii)  Chargor shall have paid on or prior to the Discharge Date all
                  accrued and unpaid interest, and all other sums due under this
                  Charge, up to and including amounts due with respect to the
                  Discharge Date.

            (iii) The proposed Defeasance Collateral is owned by Chargor free
                  and clear of all liens and claims of third parties, and meets
                  the requirements of Subsection 4.2(2)(c) below.

            (iv)  The Chargor is, and after Defeasance shall remain, a
                  single-purpose, bankruptcy-remote entity which owns no real or
                  personal property other than the Defeasance Collateral and
                  owes no indebtedness other than the Loan.

<PAGE>
                                                                             11.

            (v)   Chargor shall have delivered to Chargee a written
                  certification satisfactory to Chargee in form and substance,
                  given by an independent certified public accountant hired by
                  Chargor (which accountant shall be reasonably satisfactory to
                  Chargee and any applicable Rating Agency (hereinafter
                  defined)) certifying that the Defeasance Collateral
                  (hereinafter defined) is sufficient to pay in full each of the
                  Scheduled Debt Payments (hereinafter defined) required to be
                  paid under this Charge, including full payment of the unpaid
                  Principal due on the Maturity Date.

            (vi)  Chargor shall have executed and delivered to Chargee a pledge
                  and security agreement satisfactory to Chargee pledging the
                  Defeasance Collateral and creating a first priority lien on
                  the Defeasance Collateral ("Defeasance Security Agreement").
                  Unless otherwise agreed in writing by Chargee, the pledge of
                  the Defeasance Collateral shall be effectuated through the
                  book-entry facilities of a qualified securities intermediary
                  or designated by Chargee (which may be Chargee itself or an
                  affiliate of Chargee if such party qualifies as a securities
                  intermediary or has an account with such a qualified
                  securities intermediary) in conformity with all applicable
                  provincial and federal laws governing book-entry facilities
                  and security interests in book-entry securities.

            (vii) Chargee's custodian designated to hold the Defeasance
                  Collateral shall have confirmed in writing, by issuing its
                  customary confirmation to Chargee, that it has received all of
                  the Defeasance Collateral by book entry and holds such
                  Defeasance Collateral for the account and benefit of Chargee.

            (viii) Chargor shall have delivered to Chargee a legal opinion in
                  form and substance satisfactory to Chargee given by Chargor's
                  counsel (which counsel shall be reasonably acceptable to
                  Chargee) stating (A) that the Defeasance Collateral and the
                  proceeds thereof have been duly and validly assigned and
                  delivered to Chargee and that Chargee has a valid, perfected,
                  first priority lien and security interest in the Defeasance
                  Collateral and the proceeds thereof; (B) that the Defeasance
                  Security Agreement has been duly authorized and executed and
                  is enforceable against Chargor in accordance with its terms;
                  and (C) if the Chargor has exercised its rights under Section
                  4.2 to create a Successor Chargor, (1) the Successor Chargor
                  is duly formed, validly existing and in good standing, (2) the
                  assignment and assumption agreement between Chargor and
                  Successor Chargor has been duly authorized and is enforceable
                  against each party in accordance with its terms, and (3) such
                  other matters as Chargee shall reasonably require.

            (ix)  Chargee shall have obtained written confirmation from each
                  rating agency identified by Chargee ("Rating Agency") that has
                  rated the securities issued with respect to the Loan that the
                  Defeasance will not result in a

<PAGE>
                                                                             12.

                  withdrawal, downgrade or qualification of the then current
                  ratings issued by such Rating Agency with respect to the
                  securities.

            (x)   Chargor shall have delivered to Chargee a written
                  certification from a duly authorized officer or principal of
                  Chargor which confirms to Chargee (A) the unpaid principal
                  balance of the Loan as of the Discharge Date; (B) that no
                  Event of Default then exists and no condition currently exists
                  which would constitute an Event of Default with the giving of
                  notice or expiration of any applicable grace or cure period or
                  both; (C) that Chargor claims no offsets or defenses to
                  payment of the Loan; (D) that Chargor or Successor Chargor
                  (defined below), as the case may be, satisfies the "single
                  purpose entity" requirements of this Charge; and (E) that the
                  Discharge Instruments (hereinafter defined) are in compliance
                  with the requirements of this Charge and will effect such
                  releases in accordance with the terms of this Charge.

            (xi)  Chargor shall have delivered to Chargee, not less than fifteen
                  (15) days prior to the Discharge Date, forms of all documents
                  necessary to release the Property from the liens created by
                  this Charge and related Personal Property Security Act
                  (Alberta) change or discharge statements (collectively,
                  "Discharge Instruments"), each in appropriate form required by
                  the province in which the Charged Premises are located, and
                  otherwise reasonably acceptable to Chargee.

            (xii) Chargor shall have delivered such other certificates,
                  documents or instruments as Chargee deems reasonably necessary
                  or desirable in connection with the pledge and delivery of
                  Defeasance Collateral or otherwise in connection with the
                  Defeasance or the Discharge, each of which shall be in form
                  and substance satisfactory to Chargee.

      (c)   Purchase and Ownership of the Defeasance Collateral.

            (i)   The "Defeasance Collateral" shall consist of direct,
                  non-callable and non-redeemable obligations of the Government
                  of Canada that provide for payments prior, but as close as
                  possible, to all successive Payment Dates occurring after the
                  Discharge Date, with each such payment being equal to or
                  greater than (but as close as possible to) the amount of the
                  corresponding scheduled payments due under this Charge for the
                  balance of the term of this Charge including, without
                  limitation, scheduled payments of interest, principal, and
                  servicing fees, if any, and full payment due on the Maturity
                  Date (each, a "Scheduled Debt Payment" and collectively,
                  "Scheduled Debt Payments"). Furthermore, the Defeasance
                  Collateral shall be arranged such that redemption payments
                  received from the Defeasance Collateral are paid directly to
                  Chargee to be applied on account of Scheduled Debt Payments.

<PAGE>
                                                                             13.

            (ii)  Chargee agrees that all payments received upon maturity of the
                  Defeasance Collateral shall be applied by Chargee on account
                  of the Scheduled Debt Payments and that any excess received by
                  Chargee from the maturity proceeds of the Defeasance
                  Collateral over the corresponding Scheduled Debt Payment shall
                  be refunded to Chargor promptly after each Payment Date. If,
                  however, the Defeasance Collateral has been purchased with
                  maturities other than on a monthly basis, Chargee shall have
                  the right to hold the maturity proceeds in an escrow account
                  and apply amounts therefrom to make the corresponding
                  Scheduled Debt Payments as they fall due, with any excess
                  refunded to Chargor promptly after the Payment Date last
                  covered by such maturity proceeds.

(3) Successor Chargor Option. To meet the single-purpose, bankruptcy remote
entity condition to Defeasance, Chargor, at Chargor's expense, shall have the
right to designate a successor entity ("Successor Chargor") that satisfies
Chargee's then- current requirements for a single-purpose, bankruptcy-remote
entity to assume all of Chargor's obligations with respect to the Loan and the
Defeasance Security Agreement in connection with the Defeasance. If a Successor
Chargor shall be created, (i) Chargor shall transfer and assign to Successor
Chargor all obligations, rights and liabilities under the Loan, the Defeasance
Security Agreement and any other Security which survive discharge of the Charge,
together with all of Chargor's right, title and interest in the Defeasance
Collateral, and (ii) Successor Chargor shall accept same and assume all of such
obligations; provided, however, that Chargor and Successor Chargor jointly and
severally shall be liable for all obligations under the Charge or Other Loan
Documents which survive the discharge of the Charge. Such assumption and
transfer shall be evidenced by a duly executed written agreement in form and
substance satisfactory to Chargee, whereupon Chargor, except as provided in the
preceding sentence and subject to satisfaction of all other requirements of this
Section 4.2, shall be relieved from its obligations under this Charge.
Notwithstanding anything in this Charge to the contrary, no assumption or
transfer fee shall be payable upon a transfer of this Charge in accordance with
this Section 4.2.

(4) Defeasance Costs and Expenses. Chargor shall pay all reasonable costs or
expenses incurred by Chargee in connection with the Defeasance of the Loan prior
to Chargee's issuance of the Discharge and whether or not Defeasance is
consummated. Such expenses include, without limitation, the reasonable fees and
disbursements of Chargee's legal counsel and loan servicer for review of
Chargor's compliance with the requirements for Defeasance and in connection with
any Successor Chargor; preparation of the Defeasance and Discharge
documentation; all fees charged by Rating Agencies to issue a "no downgrade"
letter; all reasonable broker fees and other reasonable transaction costs in
connection with the purchase of the Defeasance Collateral; all fees charged by
the securities intermediary in connection with the book-entry recordation of
ownership and Chargee's security interest; cost of the accounting certification;
recording of the Discharge and Personal Property Security Act (Alberta) change
or discharge statements; any revenue, documentary stamp or intangible taxes or
any other tax or charge due in connection with the Defeasance. In addition to
the foregoing fee, Chargee reserves a right to charge a review and processing
fee for the internal costs which Chargee will incur to process Chargor's request
for Defeasance and review Chargor's compliance with the requirements hereof.
Chargee also reserves the right to require that Chargor post a deposit to cover
such Defeasance costs which Chargee reasonably anticipates will be incurred as a

<PAGE>
                                                                             14.

condition to processing Chargor's request for Defeasance; but the posting of any
deposit shall not excuse Chargor's liability for all expenses as contemplated by
this paragraph.

(5) Discharge of the Property. Upon Chargor's compliance with all of the
conditions to Defeasance set forth in this Section 4.2, Chargee shall execute
the Discharge.

SECTION 5 - NO OBLIGATION TO ADVANCE NO MERGER ON REGISTRATION-DISCHARGE-PAYMENT

5.1 The Chargor acknowledges and agrees that the Chargee is not bound to make
any advance of any of the Principal Sum or any unadvanced part thereof by reason
of the registration of this Charge in any place or registry office or the
advance of any part of the said Principal Sum it being acknowledged by the
Chargor that any advance hereunder is subject, inter alia, to: (i) the
representations and warranties contained herein being true and correct as of the
date of any advance; (ii) no default having occurred hereunder, under any of the
Security or under the letter agreement between the Chargee and the Chargor dated
October 8, 2004 (the "Commitment Letter"); and (iii) the conditions precedent
contained in the Commitment Letter having been satisfied.

5.2 In the event this Charge is registered and either no advance whatsoever is
made hereunder by the Chargee or the Chargor's ability to draw down funds is
terminated by the Chargee before any funds are advanced, the Chargee will at the
expense of the Chargor and upon payment of all monies, costs, fees and
disbursements then due to the Chargee promptly upon request by the Chargor
execute and deliver to the Chargor, or any agent thereof, registerable
discharges of this Charge and of the Security, for use in every registry office
where they or notices thereof will have been registered or filed; provided that
the Chargor acknowledges that this Section 5.2 shall be of no effect once any
advance of the funds is made hereunder by the Chargee.

SECTION 6 - PAYMENT UNDER THE CHARGE

6.1 Payments of principal and interest made under and pursuant to the terms of
the Security shall constitute payment hereunder and vice versa and default in
the payment of principal and interest under the Security shall constitute
default hereunder and vice versa. Default in compliance with any of the
conditions, covenants, undertakings, provisions and stipulations contained in
the Security shall constitute default hereunder and shall, subject to the
provisions hereof, entitle the Chargee to exercise whatever rights or remedies
are provided for herein and conversely default in payment hereunder or in
compliance with any of the conditions, covenants, undertakings, provisions and
stipulations contained herein shall constitute default under the Security and
entitle the Chargee to exercise whatever rights or remedies as may be provided
for in the Security. In the event of a conflict between the terms of a document
forming part of the Security and this Charge, then the terms of this Charge
shall govern.

SECTION 7 - INTEREST AFTER DEFAULT

7.1 All interest in arrears shall be treated forthwith (as to payment of
interest thereon) as Principal and shall bear compound interest, as well after
as before maturity, default and judgement as provided in Section 3.3 hereof.

<PAGE>
                                                                             15.

7.2 After default in payment of any instalment of Principal or interest, the
Chargor will pay interest, including interest on overdue interest, at the
Interest Rate on the same, and any payment by the Chargor shall be applied by
the Chargee first on account of interest and then on account of Principal.

SECTION 8 - CRIMINAL RATE OF INTEREST

8.1 The Chargor acknowledges and agrees that the payment of interest and further
consideration to the Chargee is a fair payment based on the business terms of
the Loan. The Chargor and the Chargee acknowledge and agree that it is their
express intention and desire that in no event shall the total payment to the
Chargee whether for interest, fees, bonus, additional consideration or otherwise
exceed the maximum payment permitted under Section 347 of the Criminal Code
(Canada), as amended, or any provision enacted in replacement therefor, and the
parties further acknowledge and agree that notwithstanding any other terms or
conditions of this Charge or any additional security documents or agreements,
the interest payable on the credit advanced under this Charge (as "interest" and
"credit advanced" are defined in Section 347 of the Criminal Code (Canada), as
amended, or any provision enacted in replacement therefor), shall not exceed an
effective annual rate of interest of sixty (60%) percent calculated in
accordance with generally accepted actuarial practices and principles. In the
event that the Chargor would, but for this clause, be obligated to pay interest
on the credit advanced under this Charge at a criminal rate (as "interest",
"credit advanced" and "criminal rate" are defined in Section 347 of the Criminal
Code (Canada), as amended, or any provision enacted in replacement therefor),
the interest rate on the credit advanced hereunder shall be reduced to an
effective annual rate of sixty (60%) percent, calculated in accordance with
generally accepted actuarial practices and principles, firstly by reducing to
the extent necessary the amount of any bonus payable hereunder, secondly (if
required) by reducing to the extent necessary the amount of any fees or other
consideration other than interest payable hereunder, and thirdly (if required)
by reducing to the extent necessary the Interest Rate. In the event that the
Chargor has paid to the Chargee interest at a criminal rate on the credit
advanced under this Charge (as "interest", "credit advanced" and "criminal rate"
are defined in Section 347 of the Criminal Code (Canada), as amended, or any
provision enacted in replacement therefor), the Chargee shall at the request of
the Chargor refund to the Chargor an amount equal to the amount by which such
interest exceeds the criminal rate. The provisions of this Charge shall be
modified and are deemed to be modified to the extent necessary to effect the
foregoing.

SECTION 9 - INTEREST ACT (CANADA)

9.1 For the purposes of this Charge, whenever interest is calculated on the
basis of a year less than the actual number of days in a calendar year, each
rate of interest determined pursuant to such calculation expressed as an annual
rate for the purpose of the Interest Act (Canada) is equivalent to such rate so
determined multiplied by the actual number of days in the calendar year in which
the same is to be ascertained and divided by the number of days used as the
basis of such calculation.

<PAGE>
                                                                             16.

SECTION 10 - REPRESENTATIONS AND WARRANTIES

10.1 The Chargor represents and warrants in favour of the Chargee, acknowledging
that the Chargee is relying on such representations and warranties in extending
the Loan:

(1) the Chargor is a corporation duly and validly organized, validly subsisting
and in good standing under the laws of the Province of Alberta and has all
necessary corporate power and authority to enter into this Charge and the
Security and perform the obligations of it contained herein and therein, to own
and operate the Charged Premises and carry on its business pertaining thereto as
presently carried on and no steps or proceedings have been taken or are pending
to supersede the articles or bylaws of the Chargor in a manner which would
impair or limit the Chargor's ability to carry out its obligations hereunder or
under the Security;

(2) the Chargor has full power, legal right and authority to enter into this
Charge and the Security, as the case may be, and to do all such acts and things
as are required hereunder and thereunder to be done, observed or performed by it
in accordance with the terms hereof and thereof and there are no provisions in
the articles or bylaws of the Chargor or any unanimous shareholders agreement or
other agreement of or with respect to the Chargor which restricts, limits or
regulates in anyway the powers of the Chargor to borrow on credit or to issue,
sell or pledge any of the property or assets now or hereafter owned by it to
secure its debt obligations, save and except any provisions as with respect to
this Charge and the Security which have been complied with;

(3) the Chargor has taken all necessary corporate or other action to authorize
the execution, delivery and performance of this Charge and the Security, as the
case may be, and the observance and performance of the provisions of each in
accordance with their respective terms;

(4) neither the authorization, creation, execution or delivery of this Charge or
the Security will require any approval or consent of any governmental authority
or agency having jurisdiction nor will it be in conflict with or contravene any
of the Chargor's articles, by-laws, unanimous shareholder agreement, if any, or
resolutions of directors or shareholders or the provisions of any indenture,
instrument, agreement or undertaking to which the Chargor is a party or by which
it or its properties or assets are bound or result in the creation or imposition
of any hypothec, title retention, charge, pledge, lien, encumbrance or security
interest of any kind upon any of its property or assets subject to the charge or
security interest created by such security, other than in accordance with the
provisions of this Charge and the Security. This Charge and the Security when
executed and delivered will constitute valid and legally binding obligations of
the Chargor, enforceable in accordance with their respective terms, subject to
the usual qualifications as to enforceability in connection with bankruptcy,
insolvency, creditors rights generally and equitable remedies;

(5) there is not now pending or, to the best of the Chargor's knowledge or
belief after due internal inquiry, threatened against the Chargor any
litigation, action, suit or other proceeding by or before any court, tribunal or
other competent governmental agency or authority which would likely materially
adversely affect the present or prospective ability of the Chargor to perform
its obligations under this Charge or the Security as the case may be or which
calls into question the validity or enforceability of this Charge or the
Security;
<PAGE>

                                                                             17.

(6) the Chargor is not insolvent, bankrupt or proceeding with a wind-up, whether
voluntary or involuntary;

(7) the Chargor is the registered owner of a fee simple interest in the Lands,
and the legal owner of the Charged Premises, free and clear of all security
interests, charges, liens and other encumbrances, except for Permitted
Encumbrances;

(8) except as disclosed in the Environmental Report, the Charged Premises and
the existing uses thereof, comply with and have, to the best of the Chargor's
knowledge, at all times complied with, and the Chargor is not in violation of,
and has not violated, in connection with the ownership, use, maintenance or
operation of the Charged Premises and the conduct of any business related
thereto, any applicable federal, provincial, municipal or local laws,
regulations, orders or approvals of any governmental authority, including those
relating to environmental matters;

(9) the Chargor is not aware of any orders or directives of or relating to
environmental matters requiring any work, repairs, construction, or capital
expenditure with respect to the Charged Premises or the business related
thereto, nor has the Chargor received notice of same;

(10) to the best of the Chargor's knowledge and except as disclosed in the
Environmental Report, no Hazardous Materials (as defined in the Environmental
Indemnity Agreement) have been released into the environment from the Charged
Premises nor deposited, discharged, placed or disposed of, at, in, or on the
Charged Premises, nor have the Charged Premises been used at any time as a
landfill or waste disposal site to the best of the Chargor's knowledge after
making due inquiry. The representations and warranties contained in this
subsection (10) shall be in addition to and not in substitution for the
representations and warranties given by the Chargor in the Environmental
Indemnity Agreement;

(11) except as disclosed to the Chargee in writing, the Chargor has not received
any notice of or threat of a lien under the Builders' Lien Act (Alberta) against
the Charged Premises nor has any lien been registered against the Charged
Premises in respect of labour, materials or services furnished with respect to
any improvement thereon which has not been discharged;

(12) the Charge is not being given with the intention to use the proceeds
thereof to finance any alterations, additions or repairs to, or any
construction, erection, demolition or installation on the Charged Premises or
any structure thereon;

(13) there has been no improvement or materials supplied on or in respect of the
Charged Premises in respect of which a construction lien could arise and which
has not been completed or abandoned within the forty-five days immediately
preceding the date hereof;

(14) [INTENTIONALLY DELETED];

(15) except for certain encroachments of Improvements into public streets and
lanes abutting the Lands as revealed on the survey of the Lands provided by the
Chargor to the Chargee, the Charged Premises, and existing and proposed uses by
the Chargor and to the best of the Chargor's knowledge and belief, the tenants,
comply with all municipal by-laws including, applicable zoning, occupancy and
use bylaws and regulations and the Chargor has not received

<PAGE>
                                                                             18.

any notice of violation, work orders or notices of deficiency with respect to
the Charged Premises;

(16) the Charged Premises may be mortgaged by the Chargor in compliance with the
Land Titles Act of Alberta;

(17) all financial statements and data delivered or presented to the Chargee by
the Chargor up to and including the date hereof are true and correct in all
material respects as at the dates and for the periods indicated and have been
prepared in accordance with Canadian generally accepted accounting principles
and disclose to the Chargee all financial information relevant to the Chargee in
respect of making the Loan and there is no information known to the Chargee
which has not been disclosed the Chargee which would be material to the Chargee
in the making of the Loan; and

(18) to Chargor's knowledge based solely upon representations made to it by the
tenant under the Ply Gem Lease, the tenant under the Ply Gem Lease has obtained,
all material licences, permits and other authorizations to permit the lawful
construction, occupancy, operation and use of the Charged Premises.

10.2 The representations and warranties set out in this Section 10 when made on
behalf of a partnership shall, with respect to that partnership, refer to the
"partnership" and "partnership agreement" rather than "corporation" and
"articles and by-laws" and "partners" rather than "directors or shareholders".

10.3 The representations and warranties set out in this Section 10 shall speak
as of the date made, survive the execution and delivery of this Charge and the
making of any advance hereunder and continue to be true and accurate during the
Term of this Charge, notwithstanding any investigations or examinations which
may be made by the Chargee or the Chargee's solicitors and the Chargee shall be
deemed to have relied on such representations and warranties in making advances
hereunder and continuing with the Loan.

10.4 The Chargor shall indemnify and save harmless the Chargee for and against
all losses, damages, claims and expenses directly or indirectly incurred or
suffered by the Chargee resulting from any omission, inaccuracy or
misrepresentation of the Chargor herein relating to or concerning the Charged
Premises.

SECTION 11 - COVENANTS

11.1 The Chargor covenants with the Chargee that:

(1) the Chargor has a good and marketable registered fee simple title to the
Charged Premises;

(2) the Chargor has the right to charge the Charged Premises to the Chargee;

(3) upon default and the expiry of any applicable cure period, subject to the
rights of tenants the Chargee shall have quiet possession of the Charged
Premises, free from any encumbrance, other than Permitted Encumbrances;

<PAGE>
                                                                             19.

(4) the Chargor shall execute such further assurances of the Charged Premises as
may be requisite;

(5) the Chargor has done no act to encumber the Charged Premises, save and
except for the Permitted Encumbrances;

(6) the Chargor shall maintain the Permitted Encumbrances in good standing and
shall provide notice to the Chargee forthwith of any default thereunder;

(7) the Chargor shall, comply with the provisions of the Environmental Indemnity
Agreement;

(8) the Chargor will not initiate any proceedings under the Bankruptcy and
Insolvency Act (Canada) (the "BIA") or the Companies Creditors Arrangement Act
(Canada) (the "CCAA") which will affect the Loan, this Charge or the Security,
and accordingly, should the Chargor or, to the extent that the Loan, this Charge
or the Security is affected by or is subject to such proceedings, any related
person or corporation, including without limitation, any parent corporation of
the Chargor, or any beneficial owner of all or any part of the Charged Premises,
take the benefit of any statute affecting creditors' rights generally, including
without limitation, the making of an assignment for the general benefit of
creditors, the making of a proposal or filing of a notice of intention to make a
proposal under the BIA, or bringing proceedings under the CCAA, the Chargor
covenants and agrees to provide two Business Days' notice before commencing any
of the aforementioned proceedings and in such case receipt of same shall
constitute an immediate Event of Default if the Chargor or any beneficial owner
of all or any part of the Charged Premises is an applicant or takes the benefit
of such statute or proceeding or if any of these proceedings otherwise affects
the rights or entitlements of the Chargee under the Loan, this Charge or the
Security or the Chargee's abilities to enforce this Charge or the Security, and
prior to the commencement of any such proceedings, the Chargor shall deliver to
the Chargee copies of all relevant filing materials, including, without
limitation, copies of draft court orders, plans of compromise, proposals and
notices of intention, and during this notice period it is intended by the
Chargor that the Chargee shall be entitled to enforce this Charge and the
Security for the purpose of, among other things, taking possession and control
of the Charged Premises, in the Chargee's sole discretion;

(9) Except to the extent permitted under the Ply Gem Lease or an Acceptable
Replacement Lease, no building or other property now or hereafter charged by
this Charge shall be removed, demolished or materially altered, without the
prior written consent of the Chargee, and except that the Chargor shall have the
right, without such consent, to remove and dispose of, free from the lien or
charge of this Charge, such fixed equipment as from time to time may become worn
out or obsolete, provided that either (a) simultaneously with or prior to such
removal, any such equipment shall be replaced with other equipment of a quality
comparable to that of the replaced equipment and free from any lien, title
retention agreement, conditional sale contract, security agreement or other
encumbrance, and by such removal and replacement the Chargor shall be deemed to
have subjected such fixed equipment to the lien or charge of this Charge, or,
(b) any net cash proceeds received from such disposition shall at the option of
the Chargee be paid over promptly to the Chargee to be applied at the Chargee's
sole discretion towards the payment of any amounts owing hereunder;

<PAGE>
                                                                             20.

(10) The Chargor will not, without the prior consent in writing of the Chargee,
which consent may be unreasonably withheld, initiate, join in or consent to any
change to or modification in any private restrictive covenant, municipal or
other governmental law, rule or regulation, by-law, or any other public or
private restrictions, limiting or defining the uses which may be made of the
Charged Premises, or any part thereof and which will adversely affect the
Security, the day to day operations of the Charged Premises, the income derived
therefrom or the value of the Charged Premises;

(11) The Chargor shall comply in all material respects with all covenants, deed
restrictions, easements, laws, rules, regulations and orders which pertain to
the use or operation of the Charged Premises or the performance by the Chargor
of its obligations under this Charge, and shall ensure that all representations
and warranties contained herein continue to be true and accurate at all times
during the Term;

(12) The Chargor shall at its sole cost and expense, forthwith remove or take
remedial action required by any applicable Environmental law as would a prudent
owner of property similar to the Charged Premises and otherwise in accordance
with any applicable laws, regulations or orders or directions with regard to any
Hazardous Material, discovered in or on any part of the Charged Premises or
released, discharged or deposited into the environment at, on or near the
Charged Premises in so far as it affects the Charged Premises, and shall ensure
material compliance with the provisions of the Environmental Protection and
Enhancement Act (Alberta) and the Dangerous Goods, Transportation and Handling
Act (Alberta) and any other laws, statutes, by-laws or codes governing the
storage of gasoline and other fuel products. The covenants contained in this
subsection (12) shall be in addition to and not in substitution for the
covenants made by the Chargor in the Environmental Indemnity Agreement;

(13) The Chargor shall permit the Chargee access to all records, both written
and electronic, pertaining to the Charged Premises and upon request shall make
copies of such information for the Chargee. For such purposes, the Chargee shall
have reasonable access to the Charged Premises or such other place as such
records are kept upon reasonable prior written notice to the Chargor;

(14) The Chargor shall fulfil any undertaking provided by it to the Chargee at
the time of the advance of the Loan;

(15) The Chargor shall at all times comply in all respects with all rent control
legislation governing the Charged Premises and in the event that any rents are
found not to be legal rents, whether disclosed in writing by the Chargor to the
Chargee as of the date hereof or not, the Chargor shall forthwith comply in all
respects with any order or other directive issued under rent control legislation
governing the Charged Premises; and

(16) Single Purpose Entity. Chargor covenants and agrees that it has not and
shall not:

      (a)   engage in any business or activity other than the ownership,
            operation, management and maintenance of the Charged Premises, and
            activities incidental thereto;

<PAGE>
                                                                             21.

      (b)   acquire or own any material assets other than (i) the Charged
            Premises, and (ii) such incidental personal property as may be
            necessary for the operation of the Charged Premises;

      (c)   except as otherwise permitted herein, merge into or consolidate with
            any person or entity or dissolve, terminate or liquidate in whole or
            in part, transfer or otherwise dispose of all or substantially all
            of its assets or change its legal structure, without in each case
            Chargee's consent;

      (d)   fail to observe any of its organizational formalities as evidenced
            in any corporate or partnership organizational documents or preserve
            its existence as an entity duly organized, validly existing and in
            good standing under the laws of the jurisdiction of its organization
            or formation, and qualification to do business in the Province where
            the Charged Premises are located, if applicable, or without the
            prior written consent of Chargee, amend, modify, terminate or fail
            to comply with the provisions of Chargor's corporate or partnership
            organizational documents;

      (e)   own any subsidiary or make any investment in, any person or entity
            without the consent of Chargee;

      (f)   commingle its assets with the assets of any of its affiliates,
            principals or any other person or entity, or fail to use its own
            separate stationery, invoice and cheques;

      (g)   incur any debt, secured or unsecured, direct or contingent
            (including guaranteeing any obligation), other than the Loan, except
            for (i) trade payables incurred in the ordinary course of its
            business of owning and operating the Charged Premises, provided that
            such debt is not evidenced by a note and is paid when due and (ii)
            intra-company debt provided by an Affiliate of Chargor provided such
            debt is subordinate to the Loan and not secured by the Charged
            Premises;

      (h)   become insolvent or fail to pay its debts and liabilities
            (including, as applicable, shared personnel and overhead expenses)
            from its assets as the same shall become due;

      (i)   fail to maintain its records, books of account and bank accounts
            separate and apart from those of the principals and affiliates of
            Chargor;

      (j)   enter into any contract or agreement with any partner, principal or
            affiliate of Chargor, guarantor or indemnitor, or any partner,
            principal or affiliate thereof, 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 any partner, principal or affiliate of Chargor, guarantor, or
            indemnitor, or any partner, principal or affiliate thereof;

      (k)   seek the dissolution or winding up in whole, or in part, of Chargor;

      (l)   fail to correct any known misunderstanding regarding the separate
            identity of Chargor, or of principal, as the case may be;

<PAGE>
                                                                             22.

      (m)   guarantee or become obligated for the debts of any other entity or
            person or hold itself out to be responsible for the debts of another
            person;

      (n)   make any loans or advances to any third party, including any
            partner, principal or affiliate of Chargor, and shall not acquire
            obligations or securities of any partner, principal or affiliate of
            Chargor;

      (o)   fail to file its own income tax returns but may file consolidated
            tax returns with Guarantor;

      (p)   fail either to hold itself out to the public as a legal entity
            separate and distinct from any other entity or person or to conduct
            it business solely in its own name in order not (i) to mislead
            others as to the identity with which such other party is transacting
            business, or (ii) to suggest that Chargor is responsible for the
            debts of any third party (including any partner, principal or
            affiliate of Chargor);

      (q)   fail to 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;

      (r)   file or consent to the filing of any petition, either voluntary or
            involuntary, to take advantage of any applicable insolvency,
            bankruptcy, liquidation or reorganization statute, or make an
            assignment for the benefit of creditors;

      (s)   share any common logo with or hold itself out as or be considered as
            a department or division of (i) any partner, principal or affiliate
            of Chargor or (ii) any other person or entity;

      (t)   fail to allocate fairly and reasonably any overhead expenses that
            are shared with an affiliate, including paying for office space and
            services performed by any employee of an affiliate;

      (u)   pledge its assets for the benefit of any other person or entity,
            other than with respect to the Loan; or

      (v)   fail to maintain a sufficient number of employees, if any, in light
            of its contemplated business operations.

(17) Chargor shall keep at its principal office a register for the registration
of the Loan and the name and address of the registered owner of the Loan.
Initially, the Chargee shall be registered as owning a 100% interest in the
Loan. Upon an assignment, pledge, sale or transfer of the Loan or any part
therein by Chargee in accordance with Section 31.1 of this Charge, Chargor shall
then forthwith update the register to record such transfer, pledge, sale or
assignment.

SECTION 12 - TAXES, LIENS, ENCUMBRANCES, ETC.

12.1

<PAGE>
                                                                             23.

(1) The Chargor will pay or cause to be paid, as and when the same shall fall
due and payable, all Taxes, liens, charges, fuel bills, or claims (collectively
the "Bills") and will, upon the written request of the Chargee, within sixty
(60) days subsequent to the deadline for such payments produce and leave with
the Chargee or, as the Chargee may direct, true copies of all notices in respect
of such Bills, and all such Bills and receipts for the same evidencing payment
for the full amounts thereof. The Chargor shall make an initial deposit of Taxes
to the Chargee in an amount determined by the Chargee on the date of this
Charge, to be held by the Chargee in escrow. In addition, the Chargor shall pay
to the Chargee in equal monthly instalments on the first day of each month in
each calendar year during the Term, commencing on the first day of the month
next following the Interest Adjustment Date, one-twelfth (1/12) of the annual
Taxes (or such amount as may be required in order to pay Taxes as they become
due) as reasonably estimated by the Chargee; said deposit of Taxes and payments
of Taxes (the "Tax Escrow Fund") shall be paid to the Chargee in addition to the
instalments due and payable under this Charge, to be held by the Chargee for the
payment of Taxes, with interest to accrue thereon to the benefit of the Chargor.
Interest will be paid on the minimum monthly balance in the Tax Escrow Fund
based on the Toronto Dominion Bank Chequing/Savings account interest rate (the
"TD Account Rate") as published in the Cannex Financial Exchanges Limited,
Deposit Account Summary. Interest will be set on the first Business Day of the
month, calculated monthly and paid annually by way of credit to the account on
the close of business December 31 of each year during the term of the Loan. If
the Cannex Summary ceases publication or ceases to publish the TD Account Rate,
the Chargee shall select a comparable publication to determine the TD Rate or,
if the TD Rate is not available, shall select a comparable chequing/savings rate
from the Cannex Summary or a comparable publication. The Chargee agrees that
upon and subject to receipt of monies for Taxes it will remit such monies to the
proper municipal offices in payment of Taxes as required from time to time;
provided that if any Event of Default shall occur and be continuing, then the
Chargee, at its sole option, may apply all or any part of the Tax Escrow Fund to
any amount due hereunder, whether Principal, interest or otherwise. The Chargor
shall also pay, or cause to be paid, to the Chargee before the due date for the
payment of Taxes (or next periodic instalment date therefor, as the case may be)
any sums in addition to the aforesaid monthly instalments which may be required
in order that out of such sums held in trust or escrow by the Chargee and such
additional sums, the Chargee may pay the whole amount of Taxes assessed thereto,
on the due date for payment thereof. In addition, the Chargor acknowledges its
obligation to pay all Taxes when due, whether or not the payment of all Taxes
are the responsibilities of tenants and whether or not such tenants have
remitted the same to the Chargor.

(2) Notwithstanding Subsection 12.1(1), Chargor shall be permitted to remit all
realty taxes directly to the appropriate taxing authority prior to interest and
penalties being due thereon provided that (i) there has not been an Event of
Default (as defined herein), (ii) within sixty (60) days subsequent to the
deadline for such payments Chargor produces and delivers to Chargee or, as
Chargee may direct, true copies of all notices in respect of such realty taxes
and receipts for the same evidencing payment for the full amounts thereof, (iii)
the Ply Gem Lease or an Acceptable Replacement Lease is in effect and not in
default (as defined therein), and (iv) there is continued ownership of the
Chargor by an Affiliate.

(3) The Chargee may, if Chargor fails to comply with this Section 12.1, after
written notice being given to the Chargor, pay all Bills and any amount(s) so
paid by the Chargee shall be added to and become part of the Principal hereby
secured and be a charge on the Charged

<PAGE>
                                                                             24.

Premises in favour of the Chargee and shall be payable forthwith by the Chargor
to the Chargee with interest at the Interest Rate until paid.

(4) If the Charged Premises or any part thereof are sold or forfeited for
nonpayment of Taxes while any sum remains unpaid hereunder, the Chargee may
acquire the title and rights of the purchaser at any sale, or the rights of any
other person or corporation becoming entitled on or under any such forfeiture,
or the Chargee may pay, either in its own name or in the name of the Chargor and
on the Chargor's behalf, any and all sums necessary to be paid to redeem such
land so sold or forfeited, and to revest such lands in the Chargor, and the
Chargor hereby nominates and appoints the Chargee as agent to pay such monies on
the Chargor's behalf and in the Chargor's name, and any monies so expended by
the Chargee shall be added to and become part of the Principal Sum hereby
secured and be a charge on the Charged Premises in favour of the Chargee and
shall be payable forthwith by the Chargor to the Chargee and until so paid shall
bear interest at the Interest Rate or in the alternative, the Chargee shall
purchase the Charged Premises at any tax sale of the same.

(5) Notwithstanding anything to the contrary herein contained, the Chargor shall
have the right to contest or defend, or permit the tenant under the Ply Gem
Lease or an Acceptable Replacement Lease to contest or defend, any actions
brought to recover, or appeal any judgments recovered against it in respect of
any Bills, or other like charges, or any construction or other liens levied or
registered against the Charged Premises, by appropriate proceedings diligently
conducted in good faith, provided that the Chargor shall have first deposited
with the Chargee, or otherwise provided to the reasonable satisfaction of the
Chargee, such security as the Chargee acting reasonably may require including,
without limitation, security for the payment of such Bills, charges or liens and
any costs payable in connection therewith, and further provided that the Chargee
shall have determined, to its reasonable satisfaction, that any such contest,
defence or appeal or any delay or nonpayment of such Bills, charges or liens
shall not materially prejudice the prior charge or lien of this Charge or the
title of the Chargor to the Charged Premises. Should the Chargee at any time
thereafter determine, in its reasonable discretion, that any such contest,
defence or appeal or any delay or nonpayment of such Bills, charges or liens
shall materially prejudice the prior charge or lien of this Charge or the title
of the Chargor to the Charged Premises, the Chargee may realize upon such
security for payment as aforesaid and pay such Bills, charges or liens. Upon
termination of such proceedings, the Chargor shall promptly pay or cause to be
paid the amount of the Bills, charges or liens and any other costs, fees,
interest and penalties as are properly payable upon determination of such
proceedings and promptly cause any tax notifications, caveats, liens,
certificates of or pertaining litigation or any other form of notice or
encumbrance in respect thereof to be promptly discharged from the title to the
Charged Premises at the sole expense of the Chargor whereupon all such security
deposited or otherwise provided to the Chargee and any proceeds from the
realization thereof not paid on account of Bills as aforesaid, shall be returned
and paid to the Chargor.

(6) The Chargor agrees to and does hereby indemnify the Chargee against all
claims, demands, costs, damages and expenses which arise in respect of any
default, late payment, omission, act or proceeding by the Chargor, or any of
them, under or in respect of this Section 12.

<PAGE>
                                                                             25.

(7) If the Chargee comes into and for as long as it is in possession of the
Charged Premises by reason of the default of the Chargor or the exercise of any
rights or remedies to which it is entitled hereunder, the Chargee, in its sole
discretion, shall be entitled to and shall enjoy all the rights of the Chargor
set out in Section 12.1(5) hereof, to the exclusion of the Chargor.

(8) All refunds, rebates or credits in connection with a reduction in Taxes as a
result of any proceedings or actions brought by the Chargor and payable to the
Chargor and not owed to a tenant under any of the Leases are hereby pledged by
the Chargor to the Chargee and shall be subject to the Chargee's security
interest.

SECTION 13 - INSURANCE

13.1 INSURANCE ESCROWS AND ASSIGNMENT OF INSURANCE.

(1) Following an Event of Default, the Chargor, at the request of Chargee, shall
(a) make an initial deposit of insurance premiums to the Chargee in amounts
determined by the Chargee to be held by the Chargee in escrow, and (b) pay to
the Chargee in equal monthly instalments on the first day of each month in each
calendar year during the Term, commencing on the first day of the month next
following the Interest Adjustment Date one twelfth of the amount which would be
sufficient to pay the insurance premiums due for the renewal of the coverage
afforded by the policies of insurance required in this Charge as reasonably
estimated by the Chargee. Said deposit of insurance premiums and insurance
instalments (the "Insurance Escrow Payments") shall be paid to the Chargee in
addition to the instalments due and payable under this Charge, to be held by the
Chargee (the "Insurance Escrow Fund") for the payment of insurance premiums with
interest thereon to accrue thereon to the benefit of the Chargor. Interest will
be paid on the minimum monthly balance in the Insurance Escrow Fund based on the
Toronto Dominion Bank Chequing/Savings account interest rate (the "TD Account
Rate") as published in the Cannex Financial Exchanges Limited, Deposit Account
Summary. Interest will be set on the first Business Day of the month, calculated
monthly and paid annually by way of credit to the account on the close of
business December 31 of each year during the term of the Loan. If the Cannex
Summary ceases publication or ceases to publish the TD Account Rate, the Chargee
shall select a comparable publication to determine the TD Rate or, if the TD
Rate is not available, shall select a comparable chequing/savings rate from the
Cannex Summary or a comparable publication. The Chargee agrees that upon and
subject to receipt of monies for insurance, it will remit such monies to the
proper insurance company or agent in payment of insurance premiums as required
from time to time; provided that if any Event of Default shall occur and be
continuing, then the Chargee, at its sole option may apply all or any part of
the Insurance Escrow Fund to any amount due hereunder, whether Principal,
interest or otherwise. The Chargor shall also pay, or cause to be paid, to the
Chargee before the due date for the payment of any insurance required in this
Charge (or next periodic instalment date therefor, as the case may be) any sums
in addition to the aforesaid monthly instalments which may be required in order
that out of such sums held in trust or escrow by the Chargee and such additional
sums, the Chargee may pay the whole amount of such required insurance premiums,
on the due date for payment thereof. In addition, the Chargor acknowledges its
obligation to pay all required insurance premiums when due, whether or not the
payment of all such required insurance premiums are the responsibilities of
tenants and whether or not such tenants have remitted the same to the Chargor.

<PAGE>
                                                                             26.

(2) Regardless of the types or amount of insurance required hereunder and
approved by the Chargee, the Chargor shall assign and deliver in accordance with
Section 13.1 hereof to the Chargee the proceeds of all policies of insurance
which insure against any property loss or damage to the Charged Premises,
including without limitation, the proceeds of policies of insurance collected
pursuant to Sections 13.3 and 13.4 hereof, which policies shall all provide that
first loss in respect of property loss or damage to the Charged Premises is
payable to the Chargee or pursuant to its direction, and shall contain (as
applicable) the Standard Insurance Bureau of Canada and C.B.M.U.A. forms of
mortgage clause, except as modified by the other provisions hereof without
contribution, and satisfactory to the Chargee; if the Chargor defaults in so
insuring the Charged Premises or in so delivering the policies of insurance
required hereunder, the Chargor shall be in default under the Loan and Security
and, notwithstanding any other remedies available the Chargee may, at its option
but without obligation to do so, effect such insurance from year to year and pay
the premiums therefore, and the Chargor will reimburse the Chargee on demand for
any premium so paid, with interest at the Interest Rate from the time of payment
and the same shall be secured by the Security; if the Chargee by reason of such
insurance receives any money for loss or damages the same shall be applied by
the Chargee in accordance with the provisions of Section 13.4 hereof.

(3) The Chargor agrees forthwith upon the happening of any loss or damage with
respect to the Charged Premises to furnish all necessary proofs and do all
necessary acts to enable the Chargee or any purchaser of the Charger's interest
in the Charged Premises from the Chargee to obtain proceeds of insurance in
respect thereof.

13.2 INSURANCE REQUIREMENTS.

(1) Chargor shall obtain and maintain, or cause to be obtained and maintained,
insurance for Chargor and the Charged Premises providing at least the following
coverage:

      (a)   Property Insurance with respect to the Improvements and all personal
            property relating thereto insuring against any peril now or
            hereafter included with the classification "All Risks of Physical
            Loss" (and including the perils of earthquake, flood, sewer back-up,
            and collapse) to a limit representing 100% of the full replacement
            cost of the Improvements (including foundations and footings) and
            the personal property. If required by the Chargee, acting
            reasonably, the Chargor will have a replacement cost approach
            appraisal completed by an independent appraiser which cost shall be
            paid by the Chargor. The insurance will contain a replacement cost
            endorsement with no restriction to repair or replace on the same or
            an adjacent site. The insurance will include a Stated Amount
            endorsement to waive the co-insurance provisions, or will not be
            subject to any co-insurance. Coverage for terrorism or terrorist
            acts is required provided such coverage is commonly insured against
            for similar property types in similar locations. The insurance will
            include full By-laws extensions, including the increased cost of
            construction, cost of demolition of the undamaged portion of the
            Charged Premises and resultant loss of income;

      (b)   Broad Form Boiler and Machinery Insurance (without exclusion for
            explosion) written on a comprehensive repair and/or replacement cost
            basis covering all

<PAGE>
                                                                             27.

            boilers, pipe turbines, engines and all other pressure vessels,
            machinery and equipment located in, on or about the Charged Premises
            with the same limits and By-Laws extension as the "All Risks"
            Property Insurance described above;

      (c)   Business Interruption Insurance (written on a gross rents or gross
            profits basis) to cover any abatement or loss of income resulting
            from an insured peril with a minimum period of indemnity of 12
            months, or such longer period as the Chargee, acting reasonably, may
            require. The insurance shall also protect the Chargor if there is an
            insured loss not resulting in actual loss of revenue but resulting
            in extra expenses incurred in maintaining the business and/or
            operations of the Chargor, and will include coverage against denial
            of access by civil authority for a period of not less than 30 days.
            The amount of coverage shall be adjusted annually to reflect the
            rents payable during the succeeding twelve (12) month period;

      (d)   Commercial General Liability Insurance with a limit of not less than
            $5,000,000 on a per occurrence basis (or such higher limit as the
            Chargee acting reasonably may require from time to time). Such
            policy shall name the Chargee as an Additional Insured and shall
            include all legal liability to the extent insurable and imposed upon
            Chargee and including all court costs and fees and expenses of legal
            counsel. The policy will include, but not be limited to, non-owned
            automobile liability, bodily injury and property damage liability;
            personal injury and advertising liability; liquor law liability and
            garagekeepers liability (if applicable); employee benefits
            liability; contingent employers' liability; cross liability,
            severability of interests; contractual liability; limited pollution
            liability (equivalent to IBC form 2313 or its equivalent) to cover
            claims arising out of sudden and accidental pollutants; pollution
            liability arising from smoke from a hostile fire; and will allow for
            the use of force to protect persons and/or property;

      (e)   During the period of any construction, additions, renovation or
            alteration of the Improvements:

            (i)   "All Risks" (including the perils of Earthquake, Flood, and
                  Collapse) Builders Risk Insurance (providing coverage at least
                  equivalent to the latest CCDC 201 wording or it's equivalent)
                  covering all on-site and off-site work, materials and
                  equipment related thereto to a limit representing 100% of
                  total hard construction costs and including at least 25% of
                  total soft construction costs. The Builders Risk Insurance
                  will include Delayed Income Insurance to a limit representing
                  at least 100% of the anticipated first year's revenue from the
                  Charged Premises. The Builders Risk Insurance will include a
                  Permission To Occupy Clause and will not be subject to a
                  Watchman Warranty Clause;

            (ii)  Contractor's Liability Insurance to a limit of not less than
                  $5,000,000 per occurrence to cover third party claims arising
                  out of the construction operations and including completed
                  operations liability from commencement of construction until
                  at least 12 months after completion.

<PAGE>
                                                                             28.

                  The Chargor and the Chargee will be Additional Insureds under
                  the Contractor's Liability Insurance. However, if the cost of
                  construction is in excess of $10,000,000, Wrap-Up Liability
                  Insurance is required with a limit of not less than
                  $10,000,000 covering the Chargor, all contractors,
                  sub-contractors and trades and including the Chargee as an
                  Additional Insured.;

            (iii) Architects' and Engineers' Errors and Omissions Insurance to a
                  limit of at least $1,000,000 or such other limit as is
                  acceptable to and/or required by the Chargee covering all
                  professionals engaged in the construction operations;

            (iv)  Performance, and Labour and Material Bonds for at least 50% of
                  the contract price with the Chargee shown as a Dual Obligee;

      (f)   Such other forms of insurance (or any replacements or substitutions
            thereof or additions thereto) as the Chargee, acting reasonably, may
            require from time to time given the nature of the security and that
            which a prudent owner of similar security would purchase and
            maintain, or cause to be purchased and maintained.

(2) The Chargee acknowledges and agrees that it may only require Chargor to
obtain and maintain environmental insurance or cause the same to be obtained and
maintained under the following circumstances: (i) to the extent that an
environmental condition arises that is subject to environmental law and affects
the Charged Premises and such condition was not known to Chargee at or before
closing or disclosed in the Environmental Report, or (ii) to the extent the
environmental condition was known to Chargee at or before closing or disclosed
in the Environmental Report and there has been a material change in such
condition that (a) the cost to remediate has increased by more than $500,000 and
any reserves or additional security provided at closing to remediate such
condition is not sufficient to cover such increased cost, or (b) the condition
shall materially impair the use and operation of the business of the tenant at
the Charged Premises.

(3) If any construction, renovation or alteration of the Improvements is done by
the tenant under the Ply Gem Lease or an Acceptable Replacement Lease, then
Chargor shall cause the tenant to comply with the provisions of the Ply Gem
Lease or an Acceptable Replacement Lease relating thereto.

(4) Notwithstanding anything in Section 13.1 and 13.2(1) to the contrary, and
provided that (i) the Ply Gem Lease or an Acceptable Replacement Lease remains
in effect, (ii) the tenant under the Ply Gem Lease or an Acceptable Replacement
Lease is not in default beyond the expiration of any applicable notice and cure
period (as defined therein), (iii) the tenant under the Ply Gem Lease or an
Acceptable Replacement Lease carries all insurance required and (iv) to the
extent deductibles are not specified in the Ply Gem Lease or an Acceptable
Replacement Lease, the insurance maintained by the tenant under the Ply Gem
Lease or an Acceptable Replacement Lease contains deductible amounts available
in the insurance marketplace that would be maintained by a prudent owner and
which are acceptable to the Chargee, acting reasonably, then the requirements of
Section 13.1 and Subsection 13.2(1) shall be deemed satisfied, except that

<PAGE>
                                                                             29.

with respect to Chargor's continuing obligation to maintain terrorism insurance,
Chargor shall cause the tenant under the Ply Gem Lease or an Acceptable
Replacement Lease at all times to maintain terrorism insurance in such amounts
as are customary for properties of sizes, types and uses as the Charged
Premises.

(5) The following provisions shall generally apply to all insurance referred to
herein:

      (a)   All policies of insurance are to be in form and with insurers
            acceptable to the Chargee. In the event that the Chargee or their
            insurance consultant (acting reasonably) concludes that the
            insurance placed on the Charged Premises is inappropriate or
            insufficient or underwritten with an insurer that does not meet with
            their approval, the Chargee reserves the right to place insurance to
            the extent of its interest. The cost of such insurance shall be
            borne by the Chargor;

      (b)   The Chargee will be named as First Mortgagee and Loss Payee under
            all direct and indirect damage policies which policies shall include
            a standard mortgage clause as approved by the Insurance Bureau of
            Canada which policies shall all provide that first loss in respect
            of the Charged Premises loss or damage is payable to the Chargee;

      (c)   The Chargee will be an Additional Insured under all Liability
            Insurance policies;

      (d)   All policies will name the Chargor as a Named Insured and will
            include the interests of all entities for whom the Chargor has
            contractually agreed to insure as their respective interests may
            appear;

      (e)   Except for cancellation for non-payment of premium for which
            statutory conditions may prevail, all policies will provide that no
            cancellation or termination thereof or adverse material change shall
            take effect without the insurer providing the Chargee with at least
            30 days prior written notice (or such longer period as the Chargee,
            acting reasonably, may require);

      (f)   Contain a waiver of the insurer(s)' rights of subrogation against
            the Chargee;

      (g)   Contain deductible amounts available in the insurance marketplace
            that would be maintained by a prudent owner and which are acceptable
            to the Chargee, acting reasonably;

      (h)   Shall provide for interim claim payments;

      (i)   The Chargee will be provided with full, original, certified copies
            of all insurance policies in force on the Charged Premises at all
            times when this Agreement is in effect which policies shall be
            signed by the insurer(s) or their duly authorized signatories.
            Certificates or Binders of Insurance will be acceptable to the
            Chargee but only as interim evidence to be replaced, within thirty
            (30) days after issuance of such policy, by the full, original
            certified policy copies once they are issued by the insurer(s).
            Certificates or Binders of Insurance with respect to all renewal and
            replacement policies shall be provided to the Chargee not less than
            thirty (30)

<PAGE>
                                                                             30.

            days prior to the expiration date of any of the policies required to
            be maintained hereunder;

      (j)   The Chargee reserves the right, in the event of a change in the
            insurance policies after the date hereof, to have any or all
            policies in force on the Charged Premises examined by the Chargee's
            insurance consultant at the expense of the Chargor;

      (k)   If Chargor fails to maintain and provide the Chargee with evidence
            of the insurance policies in force on the Charged Premises, the
            Chargee may obtain such insurance at the Chargor's sole cost and
            expense. The Chargee shall provide the Chargor with ten (10) days
            prior written notice that it intends to obtain such insurance,
            except in circumstances where the Chargee has received notice from
            the insurer that an insurance policy is to be cancelled on short
            notice which does not permit time for the delivery of prior notice
            to the Chargor the Chargee may obtain such insurance and provide
            notice to the Chargor as soon as reasonably possible thereafter;

      (l)   If the insurance required hereunder is maintained under "blanket"
            policies of insurance covering the Charged Premises and other
            properties and assets not constituting a part of the security
            hereunder, the Chargee will be provided with the amount that has
            been declared for the security of the Charged Premises under the
            statement of values filed with the insurers and such "blanket"
            policy or policies shall comply in all other respects with the
            Chargee's insurance requirements included in this Charge;

      (m)   The Chargor shall comply with all insurance requirements and shall
            not bring or keep or permit to be brought or kept any article upon
            any part of the Charged Premises or cause or permit any condition to
            exist thereon which would be prohibited under the insurance policies
            and/or invalidate the insurance coverage required hereunder to be
            maintained by the Chargor;

      (n)   Approval of any insurance by Chargee shall not be a representation
            concerning the solvency of any insurer or the sufficiency of any
            amount of insurance. Chargee 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 Chargee may have caused the
            insurance to be placed with the insurer after failure of Chargor to
            furnish such insurance;

      (o)   Chargor shall immediately notify the Chargee whenever any separate
            insurance is taken out with respect to the Charged Premises and
            shall deliver the policy or policies with respect to the same to
            Chargee and shall add Chargee as a Named Insured on such insurance.

13.3 EXPROPRIATION AWARDS.

(1) Chargor shall promptly give Chargee notice of the actual or threatened
commencement of any expropriation proceeding and shall deliver to Chargee copies
of any and all papers served in connection with such proceedings. Chargee may
participate in any such proceedings to the

<PAGE>
                                                                             31.

extent permitted by law. Upon an Event of Default, Chargor shall, at its
expense, diligently prosecute any such proceedings and shall consult with
Chargee, its solicitors and experts, and cooperate with them in the carrying-on
or defence of any such proceedings. Chargor shall not make any agreement in lieu
of expropriation of the Charged Premises or any portion thereof without the
prior written consent of Chargee in each instance, which consent shall not be
unreasonably withheld or delayed in the case of a taking of an insubstantial
portion of the Charged Premises. Notwithstanding any taking by any public or
quasi-public authority through expropriation or otherwise (including, but not
limited to any transfer made in lieu of or in anticipation of the exercise of
such taking), Chargor shall continue to pay the Loan at the time and in the
manner provided for its payment in this Charge and in the Security, and the Loan
shall not be reduced until any award or payment therefor shall have been
actually received and applied by Chargee, after the deduction of expenses of
collection, to the reduction or discharge of the Loan. Chargee shall not be
limited to the interest paid on the award by the expropriating authority but
shall be entitled to receive out of the award interest at the rate or rates
provided herein or in the Security.

(2) Notwithstanding the provisions of Section 13.3(1), Chargor shall not make
any agreement in lieu of expropriation of the Charged Premises or any portion
thereof without the prior written consent of the Chargee in each instance, which
consent shall not be unreasonably withheld or delayed in the case of a taking of
an insubstantial portion of the Charged Premises and any Net Proceeds payable as
a result of any such action shall be governed by the terms of Section 13.4
herein.

(3) Provided the Ply Gem Lease or an Acceptable Replacement Lease is not in
default (as defined therein), Subsections 13.3(1) and 13.3(2) are subject to the
rights of the tenant under the Ply Gem Lease or an Acceptable Replacement Lease
and the terms and conditions thereof. Notwithstanding the foregoing, the Chargee
shall have the right, without premium or penalty to the Chargor, to apply
expropriation awards to the loan balance if expropriation occurs during the last
six months of the Term.

(4) The Chargor acknowledges that the Chargor has been advised by counsel as to
the meaning of sections 49 and 52 of the Expropriation Act (Alberta). To the
extent permitted by law, the Chargor waives the provisions of sections 49 and 52
of the Expropriation Act. To the extent permitted by law, the Chargor further
waives any provisions which may be enacted and in force from time to time in
replacement of or in addition to the provisions of the sections 49 and 52 of the
Expropriation Act.

(5) The Chargor further covenants and agrees, without limiting any of the terms
of this Charge in respect of expropriation, condemnation or other public taking
of lands, that, if any part of the Property is taken for any public work under
the Municipal Government Act (Alberta) or the Public Works Act (Alberta) or any
other statute or regulation, then all compensation payable to the Chargor (or
anyone claiming an interest under or through the Chargor), subject to the rights
of the tenant under the Ply Gem Lease or an Acceptable Replacement Lease, will
be payable to and will be paid to the Chargee. To the extent permitted by law,
the Chargor assigns to the Chargee any of the Chargor's interest in such
compensation.

<PAGE>
                                                                             32.

13.4 RESTORATION AFTER CASUALTY/EXPROPRIATION. In the event of a casualty or a
taking by expropriation proceedings, the following provisions shall apply in
connection with the Restoration (as defined below) of the Charged Premises and
availability to Chargor of the Net Proceeds (defined below) received with
respect thereto:

(1) If the Charged Premises shall be damaged or destroyed, in whole or in part,
by fire or other casualty, or if the Charged Premises or any portion thereof is
taken in any expropriation or expropriation proceedings, Chargor, upon receiving
notice thereof, promptly shall give notice thereof to Chargee and promptly shall
commence and diligently prosecute, or cause to be commenced and diligently
prosecuted, the completion of the repair and restoration of the Charged Premises
as nearly as possible to the condition the Charged Premises was in immediately
prior to such casualty or taking, with such alterations as may be approved by
Chargee ("Restoration"). All plans and specifications for the Restoration and
all contractors, subcontractors and materialmen to be engaged in the
Restoration, as well as the contracts under which they have been engaged, shall
be subject to prior review and acceptance by Chargee and, at Chargee's option,
an independent consulting engineer selected by Chargee ("Casualty Consultant"),
such acceptance not to be unreasonably withheld or delayed. All costs and
expenses of the Casualty Consultant shall be paid by Chargor. Chargee shall have
access to the plans and specifications and all permits, licenses and approvals
required or obtained in connection with the Restoration.

(2) If the estimated cost to complete Restoration does not exceed $325,000
("Restoration Threshold"), and no Event of Default has occurred and is then
continuing, Chargor shall settle, or cause the tenant under the Ply Gem Lease or
an Acceptable Replacement Lease to settle, any insurance claims or expropriation
action in its commercially reasonable judgment. If the estimated cost to
complete Restoration exceeds the Restoration Threshold or if an Event of Default
has occurred and is then continuing, Chargee shall have the right to participate
in and approve any settlement for insurance claims or expropriation awards, and
Chargor hereby irrevocably appoints the Chargee, in the name of Chargor as its
attorney, to file and prosecute such claim and to collect and to make receipt
for any such payment. Chargor hereby directs for all proceeds recovered on
account of a casualty or expropriation to be paid directly to Chargee and hereby
grants to Chargee an irrevocable power of attorney for the purpose of endorsing
any draft received on account of a casualty or expropriation. If Net Proceeds
are paid directly to Chargor, such Net Proceeds shall, until the completion of
Restoration, be held in trust for Chargee and shall be segregated from other
funds of Chargor and used exclusively to pay for the cost of Restoration in
accordance with the terms hereof. If Chargee shall retain Net Proceeds and apply
same in reduction of the Loan, the lien of the Security shall be reduced only by
the amount received and retained by Chargee and actually applied by Chargee in
reduction of the Loan. If the Charged Premises are sold through foreclosure or
otherwise prior to receipt of the Net Proceeds, Chargee shall have the right,
whether or not a deficiency judgment on the Security shall have been sought,
recovered or denied, to receive the Net Proceeds, or so much thereof as is
sufficient to pay the Loan in full. "Net Proceeds" for purposes of this Section
13 shall mean: (i) the net amount of all insurance proceeds received by Chargee
under the policies carried pursuant to Subsections 13.2(1)(a), 13.2(1)(d),
13.2(1)(e) and 13.2(1)(f) of this as a result of such damage or destruction,
after deduction of Chargee's costs and expenses (including, but not limited to,
reasonable fees and disbursements of legal counsel), if any, in collecting the
same, or (ii) the net amount of all awards and payments received by Chargee with
respect to a taking referenced in

<PAGE>
                                                                             33.

Section 13.3, after deduction of Chargee's costs and expenses (including, but
not limited to, reasonable legal fees), if any, in collecting the same,
whichever the case may be. Unless required by Applicable Laws, no earnings or
interest on the Net Proceeds or Net Proceeds Deficiency shall be payable by
Chargee to Chargor.

(3) Chargee agrees to make the Net Proceeds available to Chargor for Restoration
of the Charged Premises provided (i) the Net Proceeds are less than the
outstanding principal balance of the Loan, (ii) no Event of Default shall have
occurred and be continuing and no default is then occurring under the Ply Gem
Lease or an Acceptable Replacement Lease (as defined therein); (iii) the Charged
Premises and the use thereof after the Restoration will be in compliance with,
and permitted under, all applicable laws, including without limitation
environmental laws; (iv) such casualty or taking does not materially impair
access to the Charged Premises or the Improvements; (v) either (A) in the case
of Restoration following a casualty, less than fifty percent (50%) of the total
floor area of the Improvements have been damaged or rendered unusable as a
result of such casualty or (B) in the case of Restoration following an
expropriation, less than twenty-five percent (25%) of the Lands is taken, such
Lands that is taken is located along the perimeter or periphery of the Charged
Premises, and no portion of the Improvements is located in such Lands, and (vi)
completion of the Restoration is reasonably estimated to occur on or before the
earlier of (A) six (6) months prior to the Maturity Date or (B) the earliest
date required for such completion under the terms of the Ply Gem Lease or an
Acceptable Replacement Lease or any major lease or applicable law. In addition,
if the cost of Restoration is estimated to exceed the Restoration Threshold, the
following conditions must be satisfied to Chargee's reasonable satisfaction:

      (a)   The Casualty Consultant or other independent architect acceptable to
            Chargee must certify that the Net Proceeds are sufficient to pay in
            full the cost of Restoration based on the plans and specifications
            for Restoration approved by Chargee or Chargor shall have deposited
            with Chargee the Net Proceeds Deficiency in cash or a cash
            equivalent acceptable to Chargee, which amount will be commingled
            with the Net Proceeds held by Chargee, disbursed by Chargee with the
            Net Proceeds as provided below in Subsection 13.4(4), and until so
            disbursed constitute security for the Loan;

      (b)   Chargee shall be satisfied that any operating deficits, including
            all scheduled payments of principal and interest under the Charge or
            the Security, which will be incurred with respect to the Charged
            Premises as a result of the occurrence of any such casualty or
            taking, whichever the case may be, will be covered out of (A) the
            Net Proceeds, or (B) other funds of Chargor; and

      (c)   Chargee shall be satisfied that, upon the completion of the
            Restoration and related lease-up, if applicable, the net cash flow
            of the Charged Premises will be restored to a level sufficient to
            cover all carrying costs and operating expenses of the Charged
            Premises, including, without limitation, debt service on the Loan at
            a coverage ratio on a "normalized" basis (i.e., after deducting
            replacement reserve requirements and reserves for tenant
            improvements and leasing commissions from net operating income,
            whether or not such sums are escrowed with Chargee) of at least
            1.25: 1.0, which coverage ratio shall be equal to or greater than
            the coverage

<PAGE>
                                                                             34.

            ratio existing as of the date of this Charge or, if lower, the
            coverage ratio which existed as of the date immediately preceding
            such casualty or taking, as the case may be.

(4) If the cost of completing Restoration as reasonably estimated by Chargor
shall be less than or equal to the Restoration Threshold, the Net Proceeds will
be disbursed directly to Chargor, or to the tenant under the Ply Gem Lease or an
Acceptable Replacement Lease at the direction of the Chargor, for Restoration.
If the cost of completing Restoration as reasonably estimated by Chargor exceeds
the Restoration Threshold, the Net Proceeds shall be paid to Chargee to be held
by Chargee in a segregated account and made available to Chargor (or to the
tenant under the Ply Gem Lease or an Acceptable Replacement Lease at the
direction of the Chargor) for the Restoration, subject to the following
conditions:

      (a)   The Net Proceeds other than the Net Proceeds paid under the Policy
            described in Subsection 13.2(1)(c) shall be disbursed by Chargee to
            Chargor or directly to Chargor's contractors from time to time
            during the course of Restoration, upon receipt of evidence
            satisfactory to Chargee that (A) all materials installed and work
            and labour performed in connection with the Restoration (except to
            the extent that they are to be paid for out of the requested
            disbursement) have been paid for in full, and (B) there exist no
            stop work orders, construction liens or notices of construction
            liens either registered or unregistered, or any other liens or
            encumbrances of any nature whatsoever on the Charged Premises
            arising out of the Restoration which have not either been fully
            bonded and discharged of record or, in the alternative, fully
            insured to the satisfaction of Chargee by the title company insuring
            the lien of this Charge.

      (b)   Chargee shall not be obligated to make disbursements of the Net
            Proceeds more frequently than once every calendar month.

      (c)   Each disbursement shall be made in an amount equal to the costs
            actually incurred from time to time for work in place as part of the
            Restoration, as certified by the Casualty Consultant, minus the
            Casualty Retainage. The term "Casualty Retainage" shall mean an
            amount equal to the greater of (A) ten percent (10%) of the costs
            actually incurred for the work or materials in place for which such
            disbursement if requested, as certified by the Casualty Consultant,
            or (B) the amount actually held back by Chargor from contractors,
            subcontractors and materialmen engaged in the Restoration. After
            such time as the Casualty Consultant certifies to Chargee that fifty
            percent (50%) of the required Restoration has been completed, no
            further Casualty Retainage will be reserved from disbursements of
            Net Proceeds. The Casualty Retainage collected prior to such time
            shall not be released until (A) the Casualty Consultant certifies to
            Chargee that the Restoration has been substantially completed and
            all approvals necessary for the re-occupancy and use of the Charged
            Premises have been obtained from all appropriate governmental
            authorities, and (B) Chargee receives evidence satisfactory to it
            that the costs of the Restoration have been paid in full or will be
            paid in full out of the Casualty Retainage. Chargee, however, agrees
            to release portions of the Casualty Retainage prior thereto with
            respect to amounts

<PAGE>
                                                                             35.

            due to a contractor, subcontractor or materialman for which (i) the
            Casualty Consultant shall have certified to Chargee that such
            contractor, subcontractor or materialman has satisfactorily
            completed all work and has supplied all materials in accordance with
            the provisions of the contractor's, subcontractor's or materialman's
            contract, and (ii) the contractor, subcontractor or materialman
            delivers evidence of payment in full of all sums due to the
            contractor, subcontractor or materialman as may be reasonably
            requested by Chargee or by the title company insuring the lien of
            this Charge. If required by Chargee, the release of any such portion
            of the Casualty Retainage shall be approved by the surety company,
            if any, which has issued a payment or performance bond with respect
            to the contractor, subcontractor or materialman. Alternatively, the
            Chargee may, in its discretion, hold back ten percent (10%) of the
            costs actually incurred for the work and materials until such time
            as all lien periods have expired and all registered liens, if any,
            have been discharged.

      (d)   If during the cost of Restoration, the undisbursed balance of the
            Net Proceeds and any Net Proceed Deficiency previously paid by
            Chargor shall not, in the reasonable opinion of Chargee, be
            sufficient to pay in full the balance of the costs which are
            estimated by the Casualty Consultant to be incurred in connection
            with the completion of the Restoration, Chargor shall deposit the
            deficiency (also a "Net Proceeds Deficiency") with Chargee before
            any further disbursement of the Net Proceeds shall be made. The Net
            Proceeds Deficiency deposited with Chargee shall be held by Chargee
            and shall be disbursed for costs actually incurred in connection
            with the Restoration on the same conditions applicable to the
            disbursement of the Net Proceeds, and until so disbursed pursuant to
            this Subsection 13.4(4)(d) shall constitute security for the Loan.

      (e)   The excess, if any, of the remaining balance of the Net Proceeds and
            Net Proceeds Deficiency deposited with Chargee after (A) the
            Casualty Consultant certifies to Chargee that the Restoration has
            been completed in accordance with the provisions of this Subsection
            13.4(4)(d) and (B) Chargee has received evidence satisfactory to
            Chargee that all costs incurred in connection with the Restoration
            have been paid in full, shall be remitted by Chargee to Chargor,
            provided no Event of Default shall have occurred and shall be
            continuing under This Charge or the Security.

(5) All Net Proceeds not required (i) to be made available for the Restoration
or (ii) to be returned to Chargor as excess Net Proceeds pursuant to Subsection
13.4(4)(e) shall be retained and applied by Chargee toward the payment of the
Loan whether or not then due and payable in such order, priority and proportions
as Chargee in its discretion shall deem proper or, at the discretion of Chargee,
the same shall be paid, either in whole or in part, to Chargor. If Chargee shall
receive and retain Net Proceeds, the lien of this Charge shall be reduced only
by the amount received and retained by Chargee and actually applied by Chargee
in reduction of the Loan with no prepayment penalty or premium.

(6) If as a result of casualty or a taking by expropriation proceedings, the
tenant under the Ply Gem Lease or an Acceptable Replacement Lease makes a
rejectable offer under Paragraph

<PAGE>
                                                                             36.

18 thereof, to terminate the Ply Gem Lease or an Acceptable Replacement Lease as
to the Charged Premises which is accepted by the Chargor, then the portion of
the Termination Amount (as defined in the Ply Gem Lease or an Acceptable
Replacement Lease) required to pay the Loan in full shall be paid to Chargee.
Upon Chargee's receipt of the Termination Amount, Chargee shall apply such sum
at par, without prepayment penalty or premium or defeasance payment, to
reduction of the outstanding balance of the Loan. Chargor shall not reject any
offer to terminate the Ply Gem Lease or an Acceptable Replacement Lease without
first obtaining the written consent of the Chargee.

(7) Notwithstanding any provision of this Section 13.4 to the contrary, provided
that (i) the Ply Gem Lease or an Acceptable Replacement Lease remains in effect,
and (ii) the tenant under the Ply Gem Lease or an Acceptable Replacement Lease
is not in default (as defined therein) beyond the expiration of any applicable
notice and cure period, then this Section 13.4 is subject to the rights of the
tenant under the Ply Gem Lease or an Acceptable Replacement Lease and the terms
and conditions thereof. Notwithstanding the foregoing, the Chargee shall have
the right, without premium or penalty to the Chargor, to apply Net Proceeds to
payment of the Loan balance if Restoration cannot be completed prior to six
months before the end of the Term.

SECTION 14 - IMPROVEMENTS, FIXTURES

14.1 All erections, buildings, improvements, fixed machinery, Equipment and
plant, structures and fixtures, which are now or which shall hereafter be placed
in or installed upon the Charged Premises, and which at law are fixtures, save
for:

(1) tenants' fixtures, equipment and improvements which any tenant has the right
to install upon and remove from the Charged Premises, or any part thereof,
unless or until the right of the tenant to remove the same ceases, by
abandonment or otherwise; and

(2) fixtures, equipment and improvements which have been leased by the Chargor
but only for so long as such fixtures, equipment and improvements are not the
property of the Chargor; shall form part of the realty and of the security
hereby constituted and are included in the expression "Charged Premises".

SECTION 15 - ASSIGNMENT OF RENTS AND LEASES

15.1 As further security for the payment of all monies owing hereunder, the
Chargor does hereby assign to the Chargee all Leases now or hereafter existing
and all rights and benefits of all guarantees and indemnities thereof and all
Rents which shall now or may hereafter become payable by reason of any Lease,
tenancy or tenancies, or use or occupation of the Charged Premises, or any part
thereof or of any guarantees and indemnities thereof which assignment shall be
in priority to all other liens, charges and assignments granted to other parties
by the Chargor (other than Permitted Encumbrances) and if the Chargor is in
default in the observance or performance of any of the terms, covenants and
conditions of this Charge, then the Chargee shall have the right, by its agent
or otherwise, to take and receive Rents, issues and profits thereof.

<PAGE>
                                                                             37.

SECTION 16 - NOTICE OF ALLEGED DEFAULTS BY LESSOR UNDER LEASES

16.1 The Chargor covenants and agrees with the Chargee to provide Chargee with a
copy of any default notice sent to the tenant under the Ply Gem Lease or an
Acceptable Replacement Lease.

SECTION 17 - MANAGEMENT, REPAIR AND INSPECTIONS

17.1 The Chargee acknowledges that the tenant under the Ply Gem currently
self-manages the Charged Premises. If, at any time, the Ply Gem Lease or an
Acceptable Replacement Lease is not in effect or is in default (as defined
therein), the Charged Premises must, at all times be managed in a professional
and prudent manner by Chargor or by a management company approved by the Chargee
in its sole discretion to a standard equivalent to properties of similar size,
location, age and class and the Chargor covenants to do so or cause the same to
be done. The Chargee shall have the prior right of approval of any manager of
the Charged Premises and any management agreement. In addition to any other
rights hereunder of the Chargee, the Chargee shall have the right, at its sole
discretion to replace any manager at the expense of the Chargor in the event the
management standards are not maintained as required hereunder. The Chargee will
accept the Chargor acting as manager of the Charged Premises provided that the
Charged Premises are managed and maintained in accordance with the provisions
hereof. If any management company is affiliated with the Chargor, such
management company shall execute an agreement providing that (i) all management
fees are subordinate to the Charge and the Security and (ii) any management
agreement may be terminated by the Chargee in an Event of Default.

17.2 The Chargor shall promptly repair, maintain, restore, replace, rebuild,
keep, make good, finish, add to and put in order the Charged Premises, so that
the same shall, at all times, be in good condition and repair and in compliance
with the requirements of all governmental authorities. The Chargor shall not
commit or suffer any waste of the Charged Premises. Subject to the rights of any
tenants, the Chargor shall comply with, or cause to be complied with, all
statutes including without limitation the provisions of the Builders' Lien Act
(Alberta), ordinances and requirements of any governmental body having
jurisdiction with respect to the Charged Premises; the Chargor shall complete
and pay for, within a reasonable time, any structure at any time in the process
of construction on the Charged Premises. The Chargor shall permit the Chargee or
its authorized agents at all reasonable times to enter upon the Charged Premises
and inspect same, (such inspections may include but shall not be limited to
environmental testing) and if such inspection reveals that any repairs or like
actions are necessary that are the Chargor's obligations pursuant to this
Charge, the Chargee may give notice to the Chargor requiring the Chargor
commence action within thirty (30) days to repair, rebuild or reinstate the
same, or take such other like action within a reasonable time. Upon the Chargor
receiving any such notice, and failing to repair, rebuild, reinstate, or take
such other like action in accordance with such notice within 105 days of the
notice, such failure shall constitute a breach of covenant and an Event of
Default hereunder, provided that if the Chargor fails to repair as aforesaid the
Chargee may repair, rebuild or reinstate the Charged Premises at the cost of the
Chargor and charge all sums of money determined by the Chargee to be properly
paid therefor to the Chargor and interest shall be charged thereon at the
Interest Rate until paid, which sums shall be payable on demand by the Chargor
and shall be added to and become part of the Principal hereby secured and be a
charge on the Charged Premises in favour of the Chargee and
<PAGE>

                                                                             38.

shall be secured by this Charge and the Security. This provision shall be in
addition to any statutory covenants implied in this Charge. The Chargor shall
execute and deliver, from time to time, such further instruments as may be
requested by the Chargee to confirm the lien or charge of this Charge on any of
the Charged Premises.

SECTION 18 - EXPENSES OF OBTAINING AND MAINTAINING SECURITY

18.1 All reasonable and properly chargeable out-of-pocket solicitor's,
inspector's, valuator's, consultant's, architect's, surveyor's and appraiser's
fees and expenses for drawing and registering this Charge and the Security and
financing statements in connection therewith and for examining the Charged
Premises and the title thereto before the date hereof and for making and
maintaining this Charge as a registered charge on the Charged Premises and
maintaining the Security (including the registration and filing of renewals) and
in exercising or enforcing or attempting to enforce or advising the Chargee in
respect of defaults hereunder or in pursuance of any right, power, remedy or
purpose hereunder or subsisting at law, any legal costs between solicitor and
his own client generally as from time to time permitted by the laws of Alberta
in connection therewith, and also reasonable allowance for the time, work and
expenses of the Chargee or of any agent of the Chargee in connection therewith,
and together with all reasonable sums which the Chargee may from time to time
advance, expend or incur hereunder, for insurance premiums, Bills, Taxes, rates,
or in or toward payment of prior liens, charges, encumbrances or claims charged
or to be charged against the Charged Premises, or in maintaining, repairing,
restoring or completing the Charged Premises, or in obtaining the renewal, from
time to time, of filings or registrations pertaining to the Security, and in
inspecting, leasing, managing or improving the Charged Premises as permitted
hereunder, including the price or value of any goods of any sort or description
supplied to be used on the Charged Premises as permitted hereunder, are to be
secured hereby and by the Security and shall be a charge on the Charged
Premises, together with the interest thereon at the Interest Rate, and all such
monies shall be repayable to the Chargee, on demand, except as herein otherwise
provided.

18.2 If any action or proceeding be commenced (except an action to foreclose
this Charge or to collect the money that is secured hereby) in which the Chargee
becomes a party or participant by reason of being the holder of this Charge or
the indebtedness secured hereby, all sums paid by the Chargee for the expense of
so becoming a party or participating (including all reasonable and properly
chargeable legal costs as between a solicitor and his own client) shall, on
written notice, be paid by the Chargor, together with interest thereon at the
Interest Rate from the dates of payment of such sums by the Chargee, and shall
be a lien and charge on the Charged Premises, prior to any right or title to,
interest in, or claim upon the Charged Premises subordinate to the lien and
charge of this Charge, and shall be deemed to be secured by this Charge and by
the Security.

SECTION 19 - MAINTENANCE OF CHARGE

19.1 The Chargor will fully and effectually maintain and keep the security
hereby created as a valid and effective security during the currency hereof and,
except as permitted by this Charge, will not permit, suffer or cause the
registration of any debt, lien, charge, mortgage, encumbrance

<PAGE>
                                                                             39.

or privilege whatsoever upon, against or with respect to the Charged Premises or
the assets ancillary thereto or used in connection therewith.

SECTION 20 - ACCELERATION

20.1 The whole of the Principal Sum together with interest thereon at the
Interest Rate, interest on overdue interest and any amounts payable pursuant to
Section 3, and any other amounts secured hereby at the option of the Chargee,
shall become due and payable and all powers conferred on the Chargee herein and
hereby shall become exercisable, in like manner to all intents and purposes as
if the time herein mentioned for payment of such Principal monies had fully come
and expired, if otherwise provided in this Charge or if any of the following
events shall occur (the occurrence of any such is hereinafter referred to as an
"Event of Default"), and any applicable grace or cure period expires without
cure having been completed:

(1) if any payment of any instalment of Principal, interest or any other monies
due hereunder is not paid when due; or

(2) if any payment of any Taxes or other Bills described in Section 12.1(1) of
this Charge, subject always to the provisions of Section 12.1(5) hereof, is not
paid in full on or before the fifth (5th) day after the date on which such
payment is due; or

(3) if any payment of any Insurance Escrow Payments described in Section 13.1 of
this Charge is not paid in full on or before the fifth (5th) day after the date
on which such payment is due; or

(4) upon default, beyond the expiration of any applicable notice and cure
periods, either in delivering certified copies of policies of insurance or
certificates therefor or in assigning the proceeds of such policies insuring
against property loss or damage in accordance with Section 13 hereof or in
reimbursing the Chargee for premiums paid on such insurance, as herein provided,
or upon default in keeping in force the insurance herein required; provided that
it shall not be an Event of Default if any policy of insurance is cancelled for
non-payment of premium if (i) Chargee has required that insurance premiums be
deposited with Chargee pursuant to Section 13.1 hereof and Chargor has timely
deposited with Chargee sums sufficient to pay the premiums for such policies,
and (ii) the failure to keep the policy in full force and effect is due solely
to Chargee's failure to make a timely disbursement of funds to pay the premiums
due on the policy when Chargee is required to do so under this Charge;or

(5) upon the actual waste, removal or demolition of, or material alteration to,
any part of the Charged Premises, except as approved by the Chargee; or

(6) upon default or non-compliance with the provisions of the Builders' Lien Act
(Alberta); or

(7) upon assignment by the Chargor to any other party of the whole or a part of
the rents, income or profits arising from the Charged Premises, without the
prior written consent of the Chargee; or

<PAGE>
                                                                             40.

(8) upon the failure to remove, insurance against or bond over within thirty
(30) after the filing thereof of any tax notification or charge, lien or
encumbrance required to be removed in accordance with this Charge or the
Security, subject always to the provisions of Section 12.1(5) hereof; or

(9) upon default or non-compliance by the Chargor, or any other person bound by
or acknowledged to be bound by the terms of this Charge, with respect to any of
the provisions of this Charge, the Security or any other agreements registered
on title which is not cured (i) in the case of any default which can be cured by
the payment of a sum of money, within five (5) days after written notice from
Chargee to Chargor, which notice may run concurrently with a notice of intention
to enforce by the Chargee under the Bankruptcy and Insolvency Act (Canada), or
(ii) in the case of any other default, within thirty (30) days after written
notice from Chargee to Chargor; provided that if a default under clause (ii)
cannot reasonably be cured within such thirty (30) day period and Chargor has
responsibly commenced to cure such default promptly upon notice thereof from
Chargee and thereafter diligently proceeds to cure same, such thirty (30) day
period shall be extended for so long as it shall require Chargor, in the
exercise of due diligence, to cure such default, but in no event shall the
entire cure period be more than one hundred five (105) days, except that with
respect to a default or non-compliance under the Environmental Indemnity
Agreement which requires remediation, the cure period shall be extended without
limitation so long as Chargor is in the exercise of due diligence, to cure such
default in accordance with the requirements of applicable environmental laws,
and Chargee may, at Chargor's cost, retain an environmental consultant to review
Chargor's actions in attempting to cure any default hereunder and advise Chargee
as to whether, in the opinion of the environmental consultant, Chargor is
proceeding to cure such default with due diligence in accordance with said
environmental laws; or

(10) upon material non-compliance in respect of the Charged Premises with the
provisions of the Environmental Protection and Enhancement Act (Alberta) and the
Dangerous Goods, Transportation and Handling Act (Alberta) and any other laws,
statutes, by-laws or codes relating to environmental matters; or

(11) subject to the provisions of Section 12.1(5) and Section 19.1 hereof, upon
the registration or filing of any lien, charge or encumbrance against the
Charged Premises, without the prior written consent of the Chargee, which
consent may be withheld by the Chargee in its sole and absolute discretion,
which is not removed, insured against or bonded over within thirty (30) days
after the filing thereof; or

(12) if the Chargor shall become subject to an Event of Insolvency, or if the
Chargor shall take any steps to terminate its corporate existence, voluntarily
or under an order or decree of any court of competent jurisdiction, or
otherwise; or

(13) except as otherwise permitted herein, any failure by the Chargor to comply
with the terms, covenants and conditions of Section 24 of this Charge (entitled
"Non-Transferability"); or

(14) any failure by the Chargor to comply with the terms, covenants and
conditions of Section 11.1(16) of this Charge (entitled "Single Purpose
Entity"); or

<PAGE>
                                                                             41.

(15) if the Charged Premises are abandoned; or

(16) upon a default under any charge, lien, encumbrance which is secured by or
creates a security interest in or with respect to the Charged Premises (and the
Chargor shall forthwith deliver written notice to the Chargee of any such
default upon becoming aware or receiving notice of the same); or

(17) if at any time during the Term there is a material breach of any
representation or warranty contained herein or at any time during the Term any
representation or warranty contained herein, in any material respect, is no
longer true or accurate or becomes untrue or inaccurate for any reason and
results in material adverse effect or in Chargee's sole discretion may result in
material adverse effect; or

(18) except as otherwise permitted herein, if there is any change in the
beneficial ownership of the Charged Premises without the Chargee's consent; or

(19) If Guarantor fails on the last day of any fiscal quarter to maintain the
Net Worth Requirement and within sixty (60) days from the date Chargee notifies
Chargor of such failure, Guarantor fails either to (I) deliver to Chargee
evidence satisfactory to Chargee that Guarantor has attained the Net Worth
Requirement, or (II) do each of the following (a) identify for Chargee an
additional guarantor whose Net Worth (as determined by Chargee in its sole
discretion) is, at such time, at least equal to the difference between the Net
Worth of Guarantor, and the Net Worth Requirement, (b) cause such additional
guarantor to execute and deliver to Chargee (i) a guarantee of Chargor's
recourse obligations under the Charge and (ii) an environmental indemnity
agreement, each on substantially the same form as the guarantee and
environmental indemnity agreement executed by Guarantor, concurrently herewith;
(c) execute and deliver, and/or cause to be executed and delivered, as
applicable, such other amendments and modifications to and reaffirmations of the
Loan documents as Chargee may reasonably require; and (d) deliver opinions of
counsel with respect to said additional Guarantor, such additional guaranty and
environmental indemnity, and any such amendments and modifications to and
reaffirmations of the Loan documents as Chargee may reasonably require;

SECTION 21 - REMEDIES ON DEFAULT

21.1 If an Event of Default has occurred hereunder and is continuing, and any
applicable grace or cure period expires without cure having been completed, then
at any time thereafter:

(1) the Chargee may terminate its obligation to advance any further monies
hereunder;

(2) the Chargee may declare the Principal Sum, all accrued and unpaid interest
thereon and all other monies secured hereunder to be immediately due and payable
and proceed to exercise any and all rights hereunder or under the Security or
any other rights available to it;

(3) the Chargee shall be entitled to collect from Chargor, to the extent
permitted by applicable law, in addition to the amounts set forth in subsection
21.1(2) above, an amount, equal to the greater of (i) three (3) months interest
at the Interest Rate on the Principal amount then outstanding and (ii) the
positive excess of (A) the present value ("PV") of all future installments of
principal and interest due under the Loan including the principal amount due at
maturity

<PAGE>
                                                                             42.

(collectively, "All Future Payments"), discounted at an interest rate per annum
equal to the Government of Canada Bond Yield (defined below) published during
the second full week preceding the date on which such prepayment is payable for
instruments having a maturity coterminous with the remaining term of the Loan,
over (B) the principal amount of the Loan outstanding immediately before such
prepayment. For purposes hereof, "Government of Canada Bond Yield" means the
yield to maturity, less one-half percent, on the date of such prepayment of
Government of Canada Bonds having the term to maturity closest to what otherwise
would have been the remainder of the term of the Loan calculated from the date
of prepayment. If there is more than one Government of Canada Bond with a
maturity equally close to what otherwise would have been the remaining term of
the Loan calculated from the date of prepayment, the selection of the applicable
bond shall be made by the Chargee acting reasonably;

(4) the Chargee may at the expense of the Chargor, when and to such extent as
the Chargee deems advisable, observe and perform or cause to be observed and
performed any such covenant, agreement, proviso or stipulation, and the
reasonable cost thereof, with interest thereon at the Interest Rate until paid,
shall immediately become due from the Chargor to the Chargee forthwith after
demand by the Chargee upon the Chargor therefor and shall be a lien and charge
on the Charged Premises, prior to any right or title to, interest in, or claim
upon the Charged Premises subordinate to the lien and charge of this Charge, and
shall be deemed to be secured by this Charge and the Security;

(5) the Chargee may send or employ any inspector or agent to inspect and report
upon the value, state and condition of the Charged Premises and may employ a
lawyer to examine and report upon the title to the same;

(6) the Chargee may, subject to the requirements of law and the rights of the
tenant under the Ply Gem Lease or an Acceptable Replacement Lease, without
notice to the Chargor or any other party, enter into possession of the Charged
Premises and whether in or out of possession collect the rents, issues and
profits thereof, and make any demise or lease or sublease of the Charged
Premises, or any part thereof, for such terms and periods and at such rents and
upon such conditions as shall appear to the Chargee most advantageous and as can
reasonably be obtained therefor in the circumstances and the power of sale
hereunder may be exercised either before or after and subject to any such
demise, lease or sublease. Notwithstanding the foregoing, the Chargee shall not,
prior to completion of foreclosure, agree to any reduction of rent under the Ply
Gem Lease or an Acceptable Replacement Lease, modify the terms of the Ply Gem
Lease or an Acceptable Replacement Lease, or cancel or terminate the Ply Gem
Lease or an Acceptable Replacement Lease unless the tenant under the Ply Gem
Lease or an Acceptable Replacement Lease is in default (as defined therein)
beyond an applicable cure period;

(7) subject to applicable law, it shall be lawful for and the Chargor hereby
grants full power, right and license to the Chargee to enter, without notice and
to seize and distrain upon the Charged Premises, or any part thereof, and by
distress warrant to recover by way of rent reserved as in the case of a demise
of the Charged Premises, as much of the monies secured hereby as shall from time
to time be or remain in arrears or unpaid, together with all costs, charges or
expenses attending such levy or distress, as in like cases of distress for rent;

<PAGE>
                                                                             43.

(8) subject to applicable law, the Chargee, on default of payment for at least
fifteen (15) days may, on at least thirty-five (35) days' notice sell and
dispose of the Charged Premises with or without entering into possession of the
same; and all remedies available may be resorted to and all rights, powers and
privileges granted or conferred upon the Chargee under and by virtue of any
statute or by this Charge may be exercised and no want of notice or publication
or any other defect, impropriety or irregularity shall invalidate any sale made
or purporting to be made of the Charged Premises; and the Chargee may sell,
transfer and convey all or any part or parts of the Charged Premises by such
method and on such terms and on credit or for part cash and part credit,
(provided the Chargee shall not be accountable for any default in respect of the
credit) secured by contract or agreement for sale, or charge, or otherwise, as
shall appear to the Chargee most advantageous and for such prices as can
reasonably be obtained therefor in the circumstances; and in the event of sale
on credit or part cash and part credit, whether by way of contract for sale or
by conveyance or transfer, charge, or otherwise, the Chargee is not to be
accountable for or charged with any monies until the same shall be actually
received in cash or received under a take-back charge; and sales may be made
from time to time of parts of the Charged Premises to satisfy interest or
leaving the Principal or part thereof to run with interest at the Interest Rate;
and the Chargee may make any stipulations as to title or evidences or
commencement of title or otherwise as the Chargee shall deem proper and may buy
in or rescind or vary any contract for sale; and on any sale or resale, the
Chargee shall not be answerable for loss occasioned thereby; and for any of such
purposes the Chargee may make and execute all arrangements and assurances that
the Chargee shall deem advisable or necessary;

(9) the Chargee shall be entitled from time to time (in addition to and without
prejudice to all its other rights and privileges) to appoint a receiver or a
receiver and manager (which receiver or receiver and manager is hereinafter
referred to as a "Receiver") of the Charged Premises and of the rents, issues
and profits thereof without the necessity of first exercising its right to enter
into possession. Such Receiver may be appointed upon delivery by the Chargee to
the Receiver of a notice in writing as to default under the provisions of this
Charge. Upon the appointment of a Receiver from time to time the following
provisions shall apply:

      (a)   the Receiver shall have unlimited access to the Charged Premises as
            agent and attorney for the Chargor (which right of access shall not
            be revocable by the Chargor) and shall have full power and unlimited
            authority (but no obligation) to take all actions necessary in
            regard to the Charged Premises, including the sale of all or part or
            parts of the Charged Premises without notice and by such method(s)
            and upon such terms and conditions as the Receiver deems necessary
            or desirable;

      (b)   the Receiver shall be the irrevocable agent or attorney of the
            Chargor for the collection of all rents falling due in respect of
            the Charged Premises or any part thereof whether in respect of any
            tenancies created in priority to this Charge or subsequent thereto;

      (c)   the Receiver may, in the discretion of the Chargee and by writing be
            vested with all or any of the powers and discretion of the Chargee;

<PAGE>
                                                                             44.

      (d)   the Chargee may from time to time by such writing fix the
            remuneration of the Receiver who shall be entitled to deduct the
            same out of the revenue from the Charged Premises or the proceeds
            thereof;

      (e)   the Receiver shall, so far as concerns responsibility for his acts
            or omissions, be deemed the agent or attorney of the Chargor and in
            no event the agent of the Chargee;

      (f)   the appointment of the Receiver by the Chargee shall not incur or
            create any liability on the part of the Chargee to the Receiver in
            any respect and such appointment or anything which may be done by
            the Receiver or the removal of the Receiver or the termination of
            any such receivership shall not have the effect of constituting the
            Chargee a mortgagee in possession in respect of the Charged Premises
            or any part thereof;

      (g)   the Receiver shall from time to time have the power to rent any
            portion of the Charged Premises which may become vacant for such
            term and subject to such provisions as shall appear to the Receiver
            most advantageous and as can reasonably be obtained therefor in the
            circumstances, and in so doing the Receiver shall act as the
            attorney or agent of the Chargor and shall have authority to execute
            any offer to lease, tenancy agreement or lease of any space in the
            Charged Premises in the name of and on behalf of the Chargor and the
            Chargor undertakes to ratify and confirm whatever actions the
            Receiver may take in such regard;

      (h)   the Receiver shall have full power to complete any unfinished
            construction on the Charged Premises with the intent that the
            Charged Premises when so completed shall be complete structures as
            represented by the Chargor to the Chargee for the purpose of
            obtaining the Loan;

      (i)   the Receiver shall have full power to manage, operate, repair, alter
            or extend the Charged Premises or any part thereof in the name of
            the Chargor for the purpose of securing the payment of rental or
            revenue from the Charged Premises or any part thereof;

      (j)   the Receiver shall account for the monies received in respect of the
            Charged Premises or any part thereof and out of such cash so
            received the Receiver shall, subject to the further direction of the
            Chargee in its discretion, in the following order pay:

            (i)   the Receiver's remuneration aforesaid;

            (ii)  all payments reasonably made or incurred by the Receiver in
                  connection with the receivership;

            (iii) all payments of interest, Principal and other money which may,
                  from time to time, be or become charged upon the Charged
                  Premises in priority to this Charge, and all Bills, Taxes,
                  insurance premiums and every other

<PAGE>
                                                                             45.

                  proper expenditure reasonably made or incurred by the Receiver
                  in respect to the Charged Premises or any part thereof;

            (iv)  all payments to the Chargee of all interest due or falling due
                  hereunder and the balance to be applied upon Principal due and
                  payable and secured hereby; and

            (v)   and thereafter any surplus remaining in the hands of the
                  Receiver after payments made as aforesaid shall be accountable
                  to the Chargor or other persons entitled thereto;

      (k)   the Chargee may at any time and from time to time terminate the
            receivership by notice in writing to the Chargor and to the
            Receiver; and

      (1)   save as to claims for accounting under Section 21.1(9)(j) above, the
            Chargor hereby releases and discharges the Chargee and the Receiver
            from every claim of every nature, whether resulting in damages or
            not, which may arise or be caused to the Chargor by reason or as a
            result of anything done by the Chargee or any successor or assign
            claiming through or under the Chargee or the Receiver under the
            provisions of this Section unless such claim be the direct result of
            dishonesty or gross neglect.

21.2

(1) The foreclosure, cancellation or any other dealing with any Security shall
not release or affect this Charge, and the taking of this Charge, or the
foreclosure or cancellation of, or any other dealing with, or proceeding under,
this Charge, shall not release or affect any Security;

(2) The Chargee may at any and all times release any part or parts of the
Charged Premises or any other Security or any surety for payment of all or any
part of the monies hereby secured or may release the Chargor or any other person
from any covenant or other liability to pay the Principal Sum and interest and
all other monies secured hereby, or any part thereof, either with or without any
consideration therefor, and without being accountable for the value thereof or
for any monies except those actually received by the Chargee, and without
thereby releasing any other part of the Charged Premises, or any other Security
or covenants herein contained, it being especially agreed that notwithstanding
any such release, the Charged Premises, Security and covenants remaining
unrelated shall stand charged with the whole of the monies hereby secured;

(3) In the event of the monies advanced hereunder are applied to payment of any
charge or encumbrance, the Chargee shall be subrogated to all the rights of and
stand in the position of and be entitled to all the equities of the party or
parties so paid whether such charge or encumbrance has or has not been
discharged; and the decision of the Chargee as to the validity or amount of any
advance or disbursement made under this Charge or of any claims so paid, shall
be final and binding on the Chargor; and

(4) The Chargee shall not be charged with any monies receivable or collectible
out of the Charged Premises or otherwise, except those actually received by or
on behalf of the Chargee and all revenue of the Charged Premises received or
collected by the Chargee from any source

<PAGE>
                                                                             46.

other than payment by the Chargor may, at the option of the Chargee be retained
in a separate account to be used in maintaining or insuring or improving the
Charged Premises to the extent required for such purpose in the opinion of the
Chargee acting reasonably; or in payment of Taxes or other liens, charges or
encumbrances against the Charged Premises; or applied in reduction of the
amounts owing hereunder.

SECTION 22 - LEASES AND RENTS

(1) Chargor may enter into new Leases for space at the Charged Premises and
renew or extend existing Leases without Chargee's prior written consent provided
that each such Lease (i) is not a Major Lease as defined below, (ii) provides
for rental rates and terms comparable to existing local market rates and terms
(taking into account the type and quality of the tenant) as of the date such
Lease is executed (unless in the case of a renewal or extension, the rent
payable during such renewal term or a formula or other method to compute such
rent has been specified in the original Lease), (iii) is entered with a tenant
that is an independent third party not affiliated with Chargor and is the result
of an arms-length transaction, and (iv) will not have a materially adverse
effect on the value of the Charged Premises taken as a whole. All proposed
Leases which do not satisfy the requirements set forth in this Section are
subject to Chargee's prior written approval (which approval shall not be
unreasonably withheld or delayed) at Chargor's expense (including reasonable
fees for Chargee's solicitors, if required), provided that any restrictions on
assignment and subletting of the Charged Premises are subject to the rights of
the tenant under the Ply Gem Lease or an Acceptable Replacement Lease and the
terms and conditions thereof. Chargor shall promptly deliver to Chargee a copy
of each Lease entered after the date of this Charge, which copies shall be
deemed to be certified by Chargor to Chargee as complete and accurate copies,
together with Chargor's certification that it has satisfied all of the
conditions of this Subsection. Chargee's acceptance of a copy of any Lease shall
not be deemed a waiver of the requirements of this Section if the Lease is not
in compliance herewith. Chargee acknowledges receipt and approval of the Ply Gem
Lease, which Ply Gem Lease shall constitute one of the Leases.

(2) As long as the Lease is not a Major Lease and except as otherwise provided
in this Section, Chargor may, without Chargee's prior written consent, (i)
amend, supplement, waive or terminate the terms of any Lease (including without
limitation shortening the lease term, reducing rents, granting rent abatements,
or accepting a surrender of all or any portion of the leased space), (ii) cancel
or terminate any Lease, or (iii) subject to Subsection 22(3) below, amend,
supplement, waive or terminate the terms of any guaranty, letter of credit or
other credit support with respect to any Lease; provided that, in each case,
such action (taking into account the planned alternative use of the affected
space in the case of termination, rent reduction, surrender of space or
shortening of term) does not have a materially adverse effect on the value of
the Charged Premises taken as a whole and provided further that such Lease, as
amended, supplemented or waived is otherwise in compliance with the requirements
of this Charge and any lease subordination agreement binding upon the Chargee
with respect to such Lease. A termination of a Lease (other than a Major Lease)
with a tenant who is in default beyond applicable notice and grace/cure periods
shall not be considered action which has a material adverse effect on the value
of the Charged Premises taken as a whole. Any action which does not satisfy the
requirements set forth in this subsection shall be subject to Chargee's prior
written approval at Chargor's expense (including reasonable fees for Chargee's
solicitors, if required).

<PAGE>
                                                                             47.

Chargor shall promptly deliver to Chargee a copy of all instruments documenting
the action taken, which copies shall be deemed to be certified by Chargor to
Chargee as complete and accurate copies, together with Chargor's certification
that it has satisfied all of the conditions of this Subsection. Chargee's
acceptance of a copy of any such document shall not be deemed a waiver of the
requirements of this subsection if such action is not in compliance herewith.

(3) Chargor (i) shall observe and perform all obligations imposed upon the
landlord under the Leases and shall not do or permit to be done anything to
impair the value of any of the Leases as security for the Loan; (ii) upon
Chargee's request, shall promptly send copies to Chargee of all notices of
default which Chargor shall send or receive under any Lease; (iii) shall
diligently enforce in a commercially reasonable manner all of the material
terms, covenants and conditions contained in the Leases on the tenant's part to
be observed or performed, including but not limited to those items contained in
the Ply Gem Lease or an Acceptable Replacement Lease; provided, however, that
Chargor may, in its sole discretion, waive any breach by the tenant under the
Ply Gem Lease or an Acceptable Replacement Lease of any financial/operating
covenants or reporting requirements in the Ply Gem Lease or an Acceptable
Replacement Lease; (iv) shall not collect any of the rents more than one (1)
month in advance of the date when due under the lease (provided that a security
deposit shall not be deemed rent collected in advance and provided further that
rent under the Ply Gem Lease or an Acceptable Replacement Lease may be collected
no more than three (3) months in advance); (v) shall not execute any other
assignment of the landlord's interest in any of the Leases or the rents; and
(vi) shall not consent to any assignment of, or subletting under, any Lease not
in accordance with express terms thereof, without Chargee's prior written
consent.

(4) For purposes of this Charge, a "Major Lease" shall mean any Lease or Leases
to a single tenant or related tenants which, in the aggregate, (i) provide for
rental income representing ten percent (10%) or more of the total rental income
for the Charged Premises, or (ii) cover ten percent (10%) or more of the total
rentable space of the Charged Premises. Chargee shall review and approve such
leases in a reasonable and timely period.

(5) Notwithstanding any provision of this Section 22, in any circumstance where,
pursuant to the terms of the Ply Gem Lease or an Acceptable Replacement Lease,
Chargor's consent to any action under the Ply Gem Lease or an Acceptable
Replacement Lease shall not be unreasonably withheld or delayed, and such action
requires the consent of the Chargee, the Chargee's consent to such action shall
likewise not be unreasonably withheld or delayed. If Chargor submits to Chargee
a written request for approval with respect to a proposed Lease (or a proposed
extension, modification or expansion of an existing Lease) and Chargee fails to
approve or disapprove any such action within 15 Business Days after Chargee
receives from Chargor such request together with a copy of the final version of
such proposed Lease (or proposed extension, modification or expansion of an
existing Lease), such action shall be deemed approved, provided that Chargee
will only be deemed to have given such approval if, and only if, such request
includes all of the supporting documentation reasonably necessary for Chargee to
make a decision regarding such request, as determined by Chargee, and includes
the following in all capital, bolded, block letters on the first page thereof:

            "THE FOLLOWING REQUEST REQUIRES A RESPONSE
            WITHIN 15 BUSINESS DAYS OF RECEIPT. FAILURE TO

<PAGE>
                                                                             48.

            DO SO WILL BE DEEMED AN APPROVAL OF THE REQUEST."

(6) Chargee acknowledges that Chargor may enter into certain landlord waivers
with respect to CWD WINDOWS AND DOORS, INC.'s equipment, personal property and
inventory located in, on and around the Charged Premises, and that Chargor shall
be entitled to enter into landlord waivers in the future without Chargee's
consent so long as they are entered into in a form approved in advance by
Chargee and in the normal course of business and contain customary provisions
and otherwise reasonably acceptable to Chargee requiring the person, firm or
entity that finances and/or leases CWD WINDOWS AND DOORS, INC.'s furniture,
fixtures and equipment to promptly remove CWD WINDOWS AND DOORS, INC.'s
furniture, fixtures and equipment within a reasonable period of time after a
default occurs under the Ply Gem Lease. In addition, Chargor shall be entitled
to enter into a consent (and Chargee shall also execute such consent if
requested by Chargor) to any encumbrance by CWD WINDOWS AND DOORS, INC. of its
leasehold interest so long as such consent contains reasonable and customary
landlord protections. Chargee has no obligation to enter into a nondisturbance
or recognition agreement with any such leasehold mortgagee.

SECTION 23 - RIGHTS OF CHARGEE SHALL BE SEPARATE - EXTENSIONS

23.1 The rights of the Chargee arising under this Charge shall be separate,
distinct and cumulative and, except as expressly provided herein, none of them
shall be in exclusion of the other and no act of the Chargee shall be construed
as an election to proceed under any one provision herein to the exclusion of any
other provision, anything herein or otherwise to the contrary notwithstanding.

23.2 No extension of time given by the Chargee to the Chargor or anyone claiming
under the Chargor, shall in any way affect or prejudice the rights of the
Chargee against the Chargor or any person liable for payment of the monies
hereby secured.

SECTION 24 - NON-TRANSFERABILITY, PARTIAL DISCHARGE AND NO SUBSEQUENT
ENCUMBRANCING

24.1 The Chargor or any beneficial owner of the Charged Premises shall not
either directly or indirectly sell, convey, transfer, mortgage, grant
encumbrance, charge, pledge, assign or dispose of the legal or beneficial
interest of the Charged Premises or any part thereof or the interest of the
Chargor in the Charged Premises without the prior written consent of the
Chargee, which consent may be withheld by the Chargee in its sole and absolute
discretion.

24.2 The Chargor shall not, without the prior written consent of the Chargee,
which consent may be withheld by the Chargee in its sole and absolute
discretion, create or permit to exist any mortgage, pledge, charge, lien,
assignment by way of security, hypothecation, security interest or other
encumbrance affecting the Charged Premises, other than this Charge and the
Security. Notwithstanding the foregoing, intra-company debt provided by an
Affiliate of Chargor shall be allowed provided such debt is subordinate to the
Loan and not secured by the Charged Premises.

24.3 Notwithstanding the provisions of this Section 24 to the contrary, the
Charged Premises may be sold and transferred with the prior written consent of
the Chargee in the case of a

<PAGE>
                                                                             49.

proposed transferee whose entity status, creditworthiness and management ability
meet standards consistently applied by the Chargee for approval of Chargors for
similar properties under mortgage loans secured by similar properties, provided
that (i) only two (2) such transfers shall be permitted during the term of the
Charge, (ii) prior to the effective date of the transfer, the transferee shall
execute and deliver to Chargee a written assumption agreement in form and
substance acceptable to Chargee in its sole discretion, (iii) a transfer fee
equal to 1.0% of the Loan amount (except that with respect to any transfer of
the Charged Premises to an Affiliate of Chargor, the assumption fees shall be
waived) plus all costs incurred by the Chargee relating to the proposed transfer
shall be paid by Chargor to Chargee upon notice being given to Chargor of
approval of the proposed transfer, including, without Limitation, its solicitors
fees, accountants fees, and fees or costs charged by any Rating Agencies, (iv)
no transfer shall be permitted hereunder if an Event of Default, or an event
which with the giving of notice or lapse of time or both could become an Event
of Default, has occurred and is continuing, or if a default under the Ply Gem
Lease or an Acceptable Replacement Lease (as defined therein) has occurred and
is continuing, (v) such transferee shall be a single purpose entity if required
by Chargee, and (vi) Chargee may require that written confirmation be obtained
from one or more Rating Agencies that the transfer will not result in a
downgrade of any securities which may have been issued in connection with a
securitization of the Loan, In connection with such transfer, if a transferee of
creditworthiness acceptable to Chargee, in its sole discretion, assumes all
obligations of Guarantor pursuant to an assumption agreement and executes an
environmental indemnity and a guarantee acceptable to Chargee in its sole
discretion, then from and after the date of such assignment, Chargee shall
release Guarantor from all obligations thereafter accruing under the Charge, but
not for obligations under the Charge which accrued prior to the date of the
transfer.

24.4 Notwithstanding any provisions of this Section 24.1 to the contrary, and
provided that no Event of Default has occurred and is continuing under the
Charge, Chargor and Guarantor shall be permitted at any time and from time to
time to transfer or convey (through merger or otherwise) their interests in
Chargor and Chargor shall be entitled to transfer the Property, as applicable,
to any Affiliate of either of them, provided that following the transfer any new
guarantor or guarantors shall satisfy the Net Worth Requirement, without payment
of any prepayment or transfer fee so long as such transfer does not result in a
downgrade, qualification or withdrawal of securities and provided that any
transferee of the Charged Premises is a single purpose, bankruptcy remote entity
(based upon Chargee's review of the transferee's organizational structure, and
as evidenced by a non-consolidation opinion to be delivered at Chargee's request
and in form and substance reasonably acceptable to Chargee). As used herein, the
term "Affiliate" refers to another W.P. Carey Parent (as hereinafter defined) or
to an entity which controls, is controlled by or is under common control with
Corporate Property Associates 14 Incorporated, Corporate Property Associates 15
Incorporated, Corporate Property Associates 12 Incorporated, or their
successors, or the Guarantor or any other funds which is a member of the W.P.
Carey family of funds (each, a "W.P. Carey Parent"). In connection with the
transfer of the Property or interests in Chargor to any Affiliate, if the W.P.
Carey Parent of such Affiliate (i) assumes all of the obligations of Guarantor
pursuant to an assumption agreement satisfactory to Chargee, in its sole
discretion, which assumption agreement provides, among other things for the
assumption of all liabilities of whatever nature in connection with the Loan
accruing from and after the date of such transfer, and for waivers of any and
all defences in connection with such liabilities and obligations under the
Charge and in connection with the assumption and (ii) such transferee delivers
to Chargee an opinion of counsel as to the enforceability of such assumption

<PAGE>
                                                                             50.

and the waivers of defences thereunder, and a non-consolidation opinion, each in
form and substance satisfactory to Chargee, in its sole discretion, then upon
such transfer, Chargee shall release Guarantor from all liabilities under the
Charge which arise with respect to matters that occur after, but not prior to,
such transfer, and (iii) the new W.P. Carey Parent satisfies the Net Worth
Requirement. Chargor agrees to pay all of Chargee's expenses incurred in
connection with reviewing and documenting a transfer (including, without
limitation, the costs of obtaining rating confirmations if required), which
amounts must be paid by Chargor whether or not the proposed transfer is
approved, if approval is required. Upon Chargor's failure to pay such amounts,
and in addition to Chargee's remedies for Chargor's failure to perform, the
unpaid amounts shall be added to principal, shall bear interest at the default
rate until paid in full, and payment of such amounts shall be secured by the
Security and other collateral given to secure the Charge.

24.5 SALE/ENCUMBRANCE DEFINED. A sale, conveyance, transfer, mortgage, grant,
encumbrance, charge, pledge or assignment within the meaning of this Section 24
shall be deemed to include, but not be limited to (a) an installment sales
agreement wherein Chargor agrees to sell the Charged Premises or any part
thereof for a price to be paid in installments; (b) an agreement by Chargor
leasing all or a substantial part of the Charged Premises for other than actual
occupancy by a space tenant thereunder or a sale, assignment or other transfer
of, or the grant of a security interest in, Chargor's right, title and interest
in and to any Leases or any Rents; (c) if Chargor or any Guarantor of Chargor is
a corporation, or if Chargor is a limited partnership or limited liability
company and its general partner or managing member (or if no managing member,
any member), respectively, is a corporation, (i) the merger, amalgamation or
voluntary or involuntary sale, conveyance or transfer of such corporation's
shares (or the shares of any corporation directly or indirectly controlling such
corporation by operation of law or otherwise) or the creation or issuance of new
shares by which an aggregate of more than 49% of such corporation's shares shall
be vested in a party or parties who are not now owners of more than 49% of such
corporation's shares or (ii) the pledge of any such corporation's shares; (d) if
Chargor is a general partnership, limited partnership or joint venture, or if
Chargor is a limited partnership or limited liability company and its general
partner or managing member (or if no managing member, any member), respectively,
is a general partnership, limited partnership or joint venture: (i) the change,
removal or resignation of a general partner, or (ii) or the voluntary or
involuntary sale, conveyance, transfer or pledge of the partnership interest of
any general partner or limited partner or of any profits or proceeds relating to
such partnership interest, which, whether singly or in the aggregate, result in
more than 49% of the beneficial interests in Chargor, or the profits or proceeds
relating thereto, having been transferred or pledged or (iii) the creation or
issuance of new limited partnership interests, by which an aggregate of more
than 49% of such limited partnership interests are held by parties who are not
currently limited partners; and (e) if Chargor is a limited liability company or
if Chargor is a limited partnership or limited liability company and its general
partner or managing member (or if no managing member, any member) is a limited
liability company: (i) the change, removal or resignation of any managing member
(or if no managing member, any member), or (ii) the voluntary or involuntary
sale, conveyance, transfer or pledge of the membership interest of a managing
member or of any membership interest of any other member or any profits or
proceeds relating to any such membership interest, which, whether singly or in
the aggregate, result in more than 49% of the beneficial interests in Chargor,
or the profits or proceeds relating thereto, having been transferred or pledged,
or (iii) the creation or issuance of new membership interests, by which an

<PAGE>
                                                                             51.

aggregate of more than 49% of such membership interests are held by parties who
are not currently members.

24.6 CERTAIN PERMITTED TRANSFERS. Notwithstanding the foregoing, the following
transfers shall not be deemed to be a sale, conveyance, mortgage, grant,
encumbrance, pledge, assignment or transfer within the meaning of this Section
24:

(a) except as otherwise permitted in the following clause (c), transfers of
Equity Interests which, in the aggregate over the term of the Loan (i) do not
exceed forty-nine percent (49%) of the total interests in Chargor or in
Guarantor, as applicable; (ii) do not result in any Person holding an Equity
Interest in Chargor which exceeds forty-nine percent (49%) of the total Equity
Interests in Chargor and (iii) do not result in a change of control;

(b) transfers with respect to any Person whose shares are traded on a nationally
recognized stock exchange;

(c) transfers which are otherwise permitted in accordance with this Section 24;

(d) Permitted Encumbrances;

(e) all transfers of worn out or obsolete furnishings, fixtures or equipment
that are promptly replaced with property of equivalent value and functionality;

(f) transfers which are otherwise permitted in accordance with Section 22;

(g) the sale, transfer, assignment, or hypothecation of a shareholder interest
by a current or future shareholder in the Guarantor, or any Affiliate that shall
become the Guarantor, or the issuance of additional shares by any of the
foregoing;

(f) transfer by devise or descent or by operation of law upon the death of a
stockholder of Chargor or any Guarantor, and

(g) a sale, transfer, assignment or hypothecation of a shareholder interest in
Chargor, by a current shareholder, to an immediate family member (i.e., parents,
spouses, siblings, children or grandchildren) of such shareholder, or to a trust
for the benefit of an immediate family member of such shareholder.

24.7 CHARGEE'S RIGHTS. Chargee reserves the right to condition the consent
required hereunder upon a modification of the terms hereof and on assumption of
the Commitment Letter, this Charge and the other Security as so modified by the
proposed transferee, payment of a transfer fee and all of Chargee's expenses
incurred in connection with such transfer, or such other conditions as Chargee
shall determine in its sole discretion to be in the interest of Chargee. Chargee
shall not be required to demonstrate any actual impairment of its security or
any increased risk of default hereunder in order to declare the Loan immediately
due and payable upon Chargor's sale, conveyance, mortgage, grant, encumbrance,
pledge, assignment, or transfer of the Charged Premises without Chargee's
consent. This provision shall apply to every sale, conveyance, mortgage, grant,
encumbrance, pledge, assignment, or transfer of the Charged Premises regardless
of whether voluntary or not, or whether or not Chargee has consented to any
<PAGE>

                                                                             52.

previous sale, conveyance, mortgage, grant, encumbrance, pledge, assignment, or
transfer of the Charged Premises.

SECTION 25 - DISCHARGE AND RENEWAL

25.1 Any discharge of this Charge shall be prepared by the Chargee and the
Chargee shall have a reasonable time after the payment of the Charge monies
within which to prepare and execute such discharge and all reasonable legal and
other expenses for the preparation, execution and registration of such discharge
and/or documents, as the case may be, shall be borne by the Chargor.

25.2 Subject to Section 5.1 hereof, upon payment of all amounts secured by this
Charge, the Chargor shall be entitled to receive and the Chargee shall provide a
discharge of this Charge and the Security within a reasonable period of time
after the request therefor.

SECTION 26 - FINANCIAL DATA

26.1 Chargor shall keep adequate books and records of account with respect to
the operation of the Charged Premises, in accordance with methods acceptable to
Chargee in its sole discretion, consistently applied, including, without
limitation, balance sheets, profit and loss statements, rent rolls and tax
returns, and if required by Chargee shall furnish the following to Chargee:

(1) within thirty (30) days after the end of each fiscal quarter, quarterly
certified rent rolls signed and dated by Chargor, detailing the names of all
tenants of the Improvements, the portion of Improvements occupied by each
tenant, the base rent and any other charges payable under each Lease, security
deposits and the term of each Lease, including the expiration date, the extent
to which any tenant is in default under any Lease which is not a residential
lease, and any other information as is reasonably required by Chargee;

(2) if at any time the Ply Gem Lease or an Acceptable Replacement Lease is not
in effect, within thirty (30) days after the close of each fiscal quarter, a
quarterly operating statement of the Charged Premises detailing the total
revenues received, total expenses incurred, total cost of all capital
improvements, total debt service and total cash flow, together with a balance
sheet for such quarter, to be prepared by Chargor in the form required by
Chargee and, if available, any quarterly operating statement and/or balance
sheet prepared by an independent chartered accountant;

(3) within ninety (90) days after the close of each fiscal year of Chargor and
of each of the Guarantors, an annual balance sheet and profit and loss statement
of Chargor, and of each of the Guarantors, in the form required by Chargee,
prepared and certified by the respective Chargor and/or Guarantor, as
applicable;

(4) within ninety (90) days after the close of each fiscal year, an annual
certified rent roll presented on a quarterly basis consistent with the quarterly
certified rent rolls described above;

(5) if at any time the Ply Gem Lease or an Acceptable Replacement Lease is not
in effect, at least thirty (30) days prior to the start of each calendar year,
an annual operating budget

<PAGE>
                                                                             53.

presented on a quarterly basis consistent with the quarterly operating statement
described above for the Charged Premises, including cash flow projections for
the upcoming year, and all proposed capital replacements and improvements;

(6) in a timely manner, during the first year of the Loan and upon request of
Chargee thereafter, such other financial statements, including monthly operating
statements and rent rolls, as Chargee may reasonably request; and

(7) all such annual financial statements required by Chargee shall include a
balance sheet and a detailed statement of income and expenditures, a statement
of changes in financial position and supporting notes and schedules.

All reports or documentation required under this Section to be provided to
Chargee shall be certified as true, complete and accurate by Chargor.

(8) Notwithstanding anything to the contrary in this Section 26 if such items
requested pursuant to Subsections 26.1(1)-(7) are delivered at any other time
other than that required under Subsection 26.1(1)-(7) to Chargor by the tenant
under the Ply Gem Lease or an Acceptable Replacement Lease, Chargor will deliver
said items to Chargee within ten (10) days of receipt thereof and Chargor shall
upon Chargee's request obtain from the tenant under the Ply Gem Lease or an
Acceptable Replacement Lease said items or other financial information as may be
required under the Ply Gem Lease or an Acceptable Replacement Lease and deliver
a copy thereof to Chargee promptly upon receipt.

26.2 Chargee and its agents shall have the right upon prior written notice to
Chargor (notice to be given unless an Event of Default has occurred and is then
continuing) to examine the records, books and other papers which reflect upon
Chargor's financial condition or pertain to the income, expense and management
of the Charged Premises. Chargee and its agents shall have the right to make
copies and abstracts from such materials. Chargor shall furnish to Chargee and
its agents convenient facilities at the Charged Premises for the examination and
audit of any such books and records at all reasonable times.

26.3 Chargee and its agents shall have the right upon prior written notice to
Chargor (notice to be given unless an Event of Default has occurred and is then
continuing) to conduct a physical inspection of the Charged Premises at all
reasonable times.

26.4 If Chargor shall fail to comply with the requirements of this Section 26
within thirty (30) days after written notice from Chargee to Chargor (which
notice shall satisfy the notice requirements of Section 20 captioned
"Acceleration" and shall not be in addition thereto), then, in addition to the
Event of Default occurring due to such failure, Chargor shall be required to pay
a penalty in the initial amount of $2,500, which penalty shall increase by an
additional $5,000 for each 30 day period for which such failure remains uncured.
To the extent such penalty remains unpaid, it shall be a charge against the
Charged Premises. In addition, Chargee shall have the right to offset any
amounts of interest earned and payable to Chargor in accordance with the terms
of this Charge or any reserve agreement for replacements, tenant improvements,
leasing commissions or any other similar escrow agreement against any such
penalty due and owing to

<PAGE>
                                                                             54.

Chargee. Such offset right shall exist regardless of whether the interest to be
credited to Chargor accrued prior to or following the imposition of the penalty.

SECTION 27 - NO MERGER OR WAIVER OF CHARGEE'S RIGHTS

27.1 The Chargor covenants and agrees with the Chargee that:

(1) The giving and taking of this Charge shall in no way merge, waive,
prejudice, suspend or affect any of the rights or remedies of the Chargee under
any Security which may be given or which may have been or may hereafter be given
in respect of the Principal Sum hereof, interest and other monies secured by
this Charge, or any part thereof, or under the Security and all rights and
remedies which the Chargee now has or may hereafter have against any one or more
persons, are hereby preserved. All payments made hereunder shall reduce pro
tanto the amount secured under the Security, and vice versa and any default
under any Security shall constitute a default under this Charge and vice versa;

(2) The taking of a judgment or judgments under any of the covenants or
obligations herein or under any Security shall not operate as a merger of the
covenants of the Chargor or affect the Chargee's right to interest at the rate
provided in this Charge on any monies due or owing to the Chargee during the
continuance of this Charge, under any of the covenants herein contained or on
any judgment to be recovered thereon;

(3) The covenant of the Chargor to pay interest shall not merge in any judgment
in respect of any covenant or obligation of the Chargor under this Charge or any
Security and such judgment shall bear interest at the Interest Rate until such
judgment and all interest thereon have been paid in full;

(4) Any waiver by the Chargee of any default by the Chargor or any omission on
the Chargee's part in respect of any default by the Chargor shall not extend to
or be taken in any manner whatsoever to affect any subsequent default by the
Chargor or the rights resulting therefrom.

SECTION 28 - LIMITATIONS ON PERSONAL LIABILITY.

28.1 NONRECOURSE OBLIGATION. Except as otherwise expressly provided in this
Section 28, Chargee shall not enforce the liability and obligation of Chargor to
perform and observe the obligations contained in this Charge by any action or
proceeding wherein a money judgment shall be sought against Chargor, except that
Chargee may bring, and name Chargor as defendant in, any sale procedure,
foreclosure action, action for specific performance or other action or
proceeding to enable Chargee to enforce and realize upon this Charge or the
Security and the interest in the Charged Premises and Rents and any other
collateral given to Chargee created by this Charge and the Security; provided,
however, that any judgment in any such action or proceeding shall be enforceable
against Chargor only to the extent of Chargor's interest in the Charged
Premises, in the Rents and in any other collateral given to Chargee.

28.2 PERSONAL LIABILITY FOR CERTAIN LOSSES. Notwithstanding Section 28.1 above,
Chargor shall be personally liable for any loss, cost, liability, claim, damage
or expense sustained or incurred by Chargee arising out of or attributable to
any of the following:

<PAGE>
                                                                             55.

      (a)   fraud or material misrepresentation or failure to disclose a
            material fact by Chargor or any other party or entity in connection
            with the application for the Loan or the execution and delivery of
            this Charge or any of the Security, or in any certificate, report,
            financial statement or other instrument or document furnished to
            Chargee in connection herewith or hereafter, or in connection with
            any request for any action or consent by Chargee made during the
            term of this Charge;

      (b)   failure by Chargor to comply with any of the provisions of Section
            24 of the Charge (captioned: Non Transferability, Partial Discharge
            and No Subsequent Encumbrancing);

      (c)   failure by Chargor to comply with any of the provisions of Section
            11.1(16) of this Charge (captioned: Single Purpose Entity), limited,
            however, to $1,416,667, in lawful money of Canada;

      (d)   fees, commissions or other payments and distributions made by
            Chargor to any affiliate, member, general partner, principal or
            beneficial owner of Chargor in violation of the terms of this
            Charge, limited, however, to $1,416,667, in lawful money of Canada;

      (e)   misapplication or misappropriation by Chargor of any insurance
            proceeds or condemnation awards due to Chargee under this Charge;

      (f)   misapplication or misappropriation of tenant security deposits or
            other refundable deposits held by Chargor or any other party on
            behalf of Chargor in connection with Leases (as defined in this
            Charge);

      (g)   Rents received from tenants more than three months in advance or any
            misappropriation of Rents;

      (h)   physical waste of the Charged Premises, or damage to the Charged
            Premises as a result of willful or intentional misconduct, criminal
            acts or gross negligence of Chargor, its agents and property
            managers, or by any affiliate, or beneficial owner of Chargor;

      (i)   removal of all or any portion of personal property in violation of
            the terms of this Charge; and

      (j)   any seizure, forfeiture or loss of all or any part of the Charged
            Property resulting from criminal acts perpetrated by Chargor, or any
            affiliate, or beneficial owner of Chargor.

28.3 NO IMPAIRMENT. Nothing contained in this Section 28 shall (a) constitute a
waiver, release or impairment of the indebtedness evidenced by this Charge or
any other obligations of Chargor under the Security or any liens, assignments or
security interests created by any of the Security; (b) affect the validity or
enforceability of any indemnity (including, without limitation, the
Environmental Indemnity Agreement, guarantee, master lease or similar instrument
made in connection with this Charge, or any Security; (c) impair Chargee's right
to name Chargor as a

<PAGE>
                                                                             56.

party defendant in any action, suit or procedure for judicial foreclosure or
sale under the Charge or any security; (d) impair Chargee's right to obtain the
appointment of a receiver; (e) impair Chargee's right to obtain a deficiency
judgment or other judgment on this Charge against Chargor if necessary to
enforce any guarantee or indemnity provided in connection with this Charge,
provided that Chargee shall enforce such judgment against Chargor only to the
extent permitted by this Charge, or (f) impair Chargee's right to obtain a
deficiency judgment or other judgment on this Charge against Chargor if
necessary to obtain any insurance proceeds or condemnation awards to which
Chargee would otherwise be entitled under this Charge provided that Chargee
shall enforce such judgment against Chargor only to the extent of the insurance
proceeds and/or condemnation awards.

28.4 NO WAIVER OF CERTAIN RIGHTS. Nothing contained in this Section shall be
deemed a waiver of any right which Chargee may have under the Bankruptcy and
Insolvency Act (Canada) to file a claim for the full amount of the indebtedness
evidenced hereby or secured by this Charge or to require that all of the
collateral shall continue to secure all of the indebtedness owing to Chargee in
accordance with this Charge and the Security.

SECTION 29 - DISTRESS - ATTORNMENT

29.1 The Chargee may distrain for arrears of interest and Principal and the
Chargor hereby waives the right to claim exemptions therefrom and agrees that
the Chargee shall not be limited in the amount for which it may distrain,
provided that the Chargee may not distrain for an amount in excess of the
aggregate of the amounts owing to the Chargee hereunder.

29.2 Subject to applicable law, the Chargor hereby attorns to the Chargee and
becomes a tenant of the Charged Premises from the day of the execution hereof at
a rental equivalent to, applicable in satisfaction of, and payable at the same
times as the payments of Principal and interest hereinbefore provided to be
paid, the legal relation of landlord and tenant being hereby constituted between
the Chargee and the Chargor; but it is hereby agreed that neither the existence
of this clause nor anything done by virtue hereof shall render the Chargee a
mortgagee in possession, or accountable for any moneys except those actually
received by it, and the Chargee may upon the happening of an Event of Default,
and compliance with the notice provisions contained herein, enter on the Charged
Premises and determine the tenancy hereby created without notice.

SECTION 30 - CONTINUING SECURITY

30.1 It is further understood and agreed that this Charge and the Security shall
stand as a continuing security to the Chargee for the payment of the Loan and
all advances hereunder and all interest, damages, costs, charges and expenses
which may become due and payable to the Chargee upon or in respect of the Loan
or any portion thereof notwithstanding any fluctuation or change in the amount,
nature or form of the Loan or in the obligations now or hereafter representing
the same or any portion thereof or in the names of the parties to the said
obligations or any of them.

<PAGE>
                                                                             57.

SECTION 31 - ASSIGNMENT, PLEDGE OR TRANSFER BY CHARGES

31.1 Chargee has the right, in its sole discretion, to transfer, pledge, sell or
assign or otherwise dispose of its interest in the Loan, this Charge and the
Security and/or servicing rights with respect thereto, to grant participations
therein (the "Participations") or to issue mortgage pass-through certificates or
other such securities (such sale and/or issuance, the "Securitization")
evidencing a beneficial interest in a rated or unrated public offering or
private placement (the "Securities"). If Chargee determines at any time to sell,
pledge, transfer or assign the Loan, this Charge and the Security, and any or
all servicing rights with respect thereto, or to grant Participations or issue
mortgage pass-through certificates or other securities constituting a
Securitization, Chargee may forward to each purchaser, transferee, assignee,
servicer, participant, investor, or their respective successors in such
Participations and/or Securities (collectively, the "Investor") or any Rating
Agency rating such Securities and each prospective Investor, all documents and
information which Chargee now has or may hereafter acquire relating to the Loan
and to Chargor or any Guarantor, and the Charged Premises (including, without
limitation, all financial statements), which shall have been furnished by
Chargor or any Guarantor, as Chargee determines necessary or desirable. Chargor
and any Guarantor agree to cooperate with Chargee in connection with any
transfer made or any Securities created pursuant to this Section, including,
without limitation, the delivery of an estoppel certificate and such other
documents as may be reasonably requested by Chargee and, upon Chargee's
reasonable request, meeting with any Rating Agency for due diligence purposes.
Chargor shall also furnish and Chargor and any Guarantor consent to Chargee
furnishing to such Investors or such prospective Investors or any Rating Agency
any and all information concerning the Charged Premises, the Leases, the
financial condition of Chargor and any Guarantor as may be requested by Chargee,
any Investor or any prospective Investor or Rating Agency in connection with any
sale, transfer or Participation.

Chargee agrees to provide Chargor with a duly completed copy of IRS Form W8-BEN
along with a certificate confirming it is not a bank. In addition, Chargee
agrees that in the event of any assignment or transfer, it will deliver to
Chargor prior to the date any payment is required to be made to it hereunder
duly completed copies of IRS Form W-8BEN, W-9, or the applicable successor form,
as the case may be, by each such assignee/transferee, so that Chargor will be
entitled to make payments under the Loan without deductions or withholding of
any United States federal income taxes. For greater certainty, in the event a
transfer or assignment is in connection with a Securitization, Chargor agrees
that it shall accept a duly completed and signed W8-IMY from the payment agent
or custodian, provided it is a qualified intermediary that has assumed both
primary withholding responsibility and liability for Form 1099 reporting and
backup withholding.

U.S. withholding tax gross up shall apply to payments of the Loan if and only if
Chargee (and its permitted successors and assigns) complies with the foregoing
conditions and requirements of this Section 31.1, failing which the gross up
provision shall have no effect.

Notwithstanding any of the foregoing, Chargee acknowledges and agrees that in
the event it assigns the Loan to a non-resident lender, it acknowledges and
agrees that if Chargor shall be required to withhold and remit to the Canada
Revenue Agency a portion of its payment owing (subject to Canada Revenue Agency
exemption certificate) such assignee (successor lender) shall not be entitled to
any gross up of the amounts owing by Chargor hereunder as a result thereof.

<PAGE>
                                                                             58.

SECTION 32 - NOTICE

32.1 In any action, suit or proceedings for enforcing this Charge or to recover
payment of the monies hereby secured, or for the sale or foreclosure of the
Charged Premises or any part thereof, service of any notice, writ or a summons,
originating summons, statement of claim, order of court or a judge, or of any
legal or other proceedings by the Chargee, or by or pursuant to any statute,
ordinance, rule, order or practice required to be given or served, and every
notice and/or demand or request permitted or required to be served hereunder,
shall be deemed to be properly and effectively served if delivered by hand to
one or more of the respective officers or directors of the Chargor or Chargee or
deposited for overnight delivery, fee pre-paid, with any reputable overnight
courier service, or mailed by depositing the same in any post office or letter
box, in Canada enclosed in a postage pre-paid envelope, registered, addressed as
set out below, or telecopied or sent by facsimile transmission, or other similar
form of communication (collectively "Electronic Communication") to the intended
recipient at:

If to the Chargor, to:

                  PG-NOM (ALBERTA), INC.
                  c/o W.P. Carey & Co. LLC
                  50 Rockefeller Plaza
                  New York, New York USA
                  10020

                  Attention: Director, Asset Management
                  Fax Number: (212) 492-8922

If to the Chargee, to:

                  GMAC Commercial Mortgage of Canada, Limited
                  70 York Street, Suite 710
                  Toronto, Ontario Canada
                  M5J 1S9

                  Attention: Servicing Vice-President
                  Fax Number: (416) 642-2782

32.2 The Chargor and the Chargee may change their respective addresses for
service by giving the other party hereto written notice thereof as provided in
Section 32.1 hereof. Notice shall be deemed to have been received on the date of
delivery, where applicable, or, one (1) Business Day after having been timely
deposited for overnight delivery or, where mailed in Canada, five (5) Business
Days after the date of registration of the postage prepaid envelope, containing
a notice, demand, request or document except in the event of a mail strike or
reasonably anticipated or actual disruption of postal service which would
prevent or substantially delay receipt of anything mailed in the manner
aforesaid, in which case notice, for the duration or such mail strike or
reasonably anticipated or actual disruption of postal service, shall be effected
by personal delivery, or, when sent by Electronic Communication, on the Business
Day next following the day on which it was sent.

<PAGE>
                                                                             59.

SECTION 33 - MISCELLANEOUS

33.1 If any provision of this Charge or the application thereof to any
circumstances shall be held to be invalid or unenforceable, it shall be deemed
severed herefrom and the remaining provisions of this Charge, or the application
thereof to other circumstances, shall not be affected thereby and shall be held
valid and enforceable to the full extent permitted by law. In particular, and
without limiting the generality of the foregoing, to the extent any and all
amounts due pursuant to Section 4 hereof may be deemed to be in excess of what
is permissible by law, any such excess shall be deemed not to be due under this
Charge.

33.2 There shall be no allowance or deduction for deemed re-investments with
respect to any amounts paid to the Chargee on account of interest under the
Loan.

33.3 Wherever used in this Charge, unless the context clearly indicates a
contrary intent as unless or otherwise specifically provided herein, the word
"Chargor" shall mean "Chargor and/or subsequent owner or owners of the Charged
Premises", the word "Chargee" shall mean "Chargee or any subsequent holder or
holders of this Charge", the word "person" shall mean "an individual,
corporation, firm, bank, partnership or unincorporated association".

33.4 The descriptive headings of the several Sections of this Charge are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

33.5 Wherever the singular number or masculine gender is used in this Charge,
the same shall be construed as including the plural and feminine or a body
corporate, respectively, and vice versa, where the fact or context so requires;
and the successors and assigns of any party executing this Charge are bound by
the covenants, agreements, stipulations and provisos herein contained. The
covenants, agreements, stipulations and provisos herein stated shall, except as
otherwise limited hereby, be in addition to those granted or implied by statute.

33.6 This Charge shall be construed and enforceable under and in accordance with
the laws of the Province of Alberta and the Chargor hereby irrevocably attorns
to the jurisdiction of the Courts sitting at Calgary, Alberta.

33.7 The Chargor shall at all times, do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged or delivered all such further acts,
deeds, transfers, assignments, security agreements and assurances as the Chargee
may reasonably require in order to give effect to the provisions hereof and for
the better granting, transferring, assigning, charging, setting over, assuring,
confirming or perfecting the Charge and the priority accorded to them by law or
under this Charge.

33.8 This Charge, and the Security provided to the Chargee by the Chargor in
connection with the Loan, the Undertaking and any other undertakings provided by
the Chargor to the Chargee, and the Commitment Letter represent the entire
agreement between the Chargor and Chargee with respect to the subject matter
hereof. When there is any conflict between the terms of the Commitment Letter
and the terms of this Charge, the terms of this Charge shall prevail.

33.9 For better securing to the Chargee the repayment in the manner set out
above of the Principal Sum and Interest (and other amounts hereby secured), the
Chargor mortgages to the Chargee all its estate and interest in the Lands.

<PAGE>
                                                                             60.

IN WITNESS WHEREOF the Chargor has caused this Charge to be duly executed as of
this 24th day of November, 2004.

                                  PG-NOM (ALBERTA), INC.

                                  By:  /s/ Peter Kaplan
                                      -------------------------------------
                                       Name: Peter Kaplan
                                       Title: Vice President

                                  I have authority to bind the Corporation

<PAGE>

                                  SCHEDULE "A"

                           Legal Description of Lands

Those parcels of land situate in the Province of Alberta described as follows:

FIRSTLY:        PLAN 316 GV
                BLOCK 1
                LOT 1
                EXCEPTING THE CORNER CUT ON PLAN 7710238
                EXCEPTING THEREOUT ALL MINES AND MINERALS

SECONDLY:       PARCEL 1

                PLAN 316GV
                BLOCK 6
                LOT 3
                EXCEPTING THEREOUT ALL MINES AND MINERALS

                PARCEL 2

                PLAN 316GV
                BLOCK 6
                LOTS 4 AND 5
                EXCEPTING THEREOUT ALL MINES AND MINERALS

THIRDLY:        PLAN 316GV
                BLOCK 6
                LOT 1
                EXCEPTING THEREOUT ALL MINES AND MINERALS

FOURTHLY:       PARCEL 1

                PLAN 316GV
                BLOCK 6
                LOT 6
                EXCEPTING THEREOUT ALL MINES AND MINERALS

                PARCEL 2

                PLAN 316GV
                BLOCK 6
                LOTS 7, 8, and 9
                EXCEPTING THEREOUT ALL MINES AND MINERALS

<PAGE>
                                                                             62.

                PARCEL 3

                PLAN 316GV
                BLOCK 6
                THE NORTH HALF OF LOT 10
                EXCEPTING THEREOUT ALL MINES AND MINERALS

                PARCEL 4

                PLAN 316GV
                BLOCK 6
                THE SOUTH HALF OF LOT 10
                EXCEPTING THEREOUT ALL MINES AND MINERALS

                PARCEL 5

                PLAN 316GV
                BLOCK 6
                LOT 11
                EXCEPTING THEREOUT ALL MINES AND MINERALS

                PARCEL 6

                PLAN 316GV
                BLOCK 6
                LOT 12
                EXCEPTING THEREOUT THAT PORTION OF LOT 12 FOR CORNER
                CUT PLAN 7710195
                EXCEPTING THEREOUT ALL MINES AND MINERALS

FIFTHLY:        PARCEL 1

                PLAN 5998JK
                BLOCK 19
                LOT 15
                EXCEPTING THEREOUT ALL MINES AND MINERALS

                PARCEL 2

                PLAN 5998JK
                BLOCK 19
                LOTS 16 AND 17
                EXCEPTING THEREOUT ALL MINES AND MINERALS

                PARCEL 3

                PLAN 5882AB
                BLOCK 19

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                                                                             63.

                THE SOUTH HALF OF LOT C
                EXCEPTING THEREOUT ALL MINES AND MINERALS

<PAGE>

                                  SCHEDULE "B"

                             Permitted Encumbrances

"Permitted Encumbrances" means any of the following:

1.    liens for taxes, assessments, governmental charges or levies not at the
      time due or delinquent;

2.    title defects or irregularities existing at the date of execution of this
      Charge which in the aggregate do not materially impair the ownership and
      operation of the Lands;

3.    easements, rights of way or other similar rights in land existing at the
      date of execution of this Charge or created after the date of this Charge
      which in the aggregate do not materially impair the ownership and
      operation of the Lands;

4.    any reservations, limitations, provisos and conditions expressed in any
      original grant from the Crown;

5.    leases of the Lands, or portions thereof in favour of tenants, including
      the caveat in respect of the Ply Gem Lease registered against the Lands as
      041-339-150, charges of interests of tenants limited only to the tenant's
      interest in the Lease and the tenant's personal property which are
      registered subsequent to this Charge and agreements with Permitted
      Leasehold Mortgagees confirming the provisions of Section 35 of the Lease
      and to the extent that a Permitted Leasehold Mortgagee requires a
      deviation from the provisions of Section 35 of the Lease which the Chargor
      is prepared to accept, the approval of the Chargee shall be required for
      such deviation but shall not be unreasonably withheld;

6.    undetermined or inchoate liens and charges incidental to current
      operations which have not, at the date of execution of this Charge, been
      filed pursuant to law against the Chargor or delivered to the Chargor or
      which relate to obligations not due or delinquent;

7.    any rights of expropriation, access or any other similar right conferred
      or reserved by or in any statute of Canada or Alberta;

8.    municipal by-laws and regulations affecting the use and occupancy of the
      Lands; and

9.    the encroachments into adjoining public roads and lanes as revealed by the
      survey of the Lands, and the following encroachments which are not
      revealed by the survey:

      (a)   encroachments of two bollards, by .21 metres and .15 metres
            respectively, unto 20th Ave SE from Lot 5;

      (b)   encroachment of fence and asphalt by .14 metres unto 20th Ave SE
            from Lot 6;

<PAGE>
                                                                             65.

      (c)   encroachment of planter by 2.04 metres unto 50th St SE from Lots
            7/8;

      (d)   encroachment of concrete retaining wall by .13 metres unto 50th St
            SE from Lots 9 and N/12 of Lot 10; and

      (e)   encroachment of concrete retaining wall by .12 metres unto 50th St
            SE from S 1/2 of Lot 10/Lot 11,

      and agreements with the municipality with respect to such encroachments,
      substantially in the form of the draft agreements provided to the Chargee
      prior to the date hereof.