Exhibit 10.09

               AMENDED AND RESTATED LOAN AGREEMENT


     THIS AMENDED AND RESTATED LOAN AGREEMENT ("Agreement") dated
(for identification purposes) as of the 7th day of June 2002,  is
made  by and between CFCD 2002A LLC, a Delaware limited liability
company  ("Borrower"),  and  JDI STERLING,  L.L.C.,  an  Illinois
limited liability company ("Lender").

                         R E C I T A L S

     A.    Borrower  has requested that Lender make a  loan  (the
"Loan")  to  Borrower in the maximum principal amount  of  Twenty
Five  Million  Eight  Hundred  and Twenty-Eight  Thousand  No/100
Dollars  ($25,828,000.00),  of which  amount  the  sum  of  Eight
Million  Eight  Hundred Eighty-Three Thousand and No/100  Dollars
($18,883,000.00) was disbursed from escrow on June 10, 2002  (the
funding of such portion of the Loan is sometimes referred  to  as
the  "First  Funding"), and the remainder on or about June  ____,
2002  (the  funding  of  such portion of the  Loan  is  sometimes
referred  to  as  the "Second Funding").  The  Loan  is  made  to
Borrower  for acquisition of the properties identified by  common
addresses  and  legally described on Exhibit  A  attached  hereto
(collectively,  the  "Property").  The  Property,  the  foregoing
improvements and all other improvements now or hereafter  located
on the Property (collectively referred to as the "Improvements"),
and  all tangible and intangible property of the Borrower now  or
hereafter  owned  or  leased by Borrower in connection  with  the
Property or the Improvements are collectively referred to as  the
"Project".

     B.    The  First Funding was made pursuant to the terms  and
conditions  of a Loan Agreement dated as of June 7,  2002,  which
the  parties  desire  to amend and restate in  its  entirety,  to
include  provisions related to the Second Funding effective  upon
the  Second Funding.  This Agreement shall not be effective until
and  unless  the  Second  Funding  occurs.   The  Loan  Agreement
delivered  for the First Funding shall remain in full  force  and
effect until and unless the Second Funding occurs.

     C.   All capitalized terms used but not defined herein shall
have the respective meanings ascribed to them in the Mortgage (as
hereinafter defined).

     NOW,  THEREFORE, in consideration of the foregoing  and  the
mutual  conditions  and agreements contained herein  the  parties
agree as follows:

                           ARTICLE 1.
                            The Loan

     1.1.   Funding.  On June 10, 2002 (the "Closing Date" for the
First  Funding),  Lender lent to Borrower  the  sum  of  Eighteen
Million  Eight  Hundred Eighty-Three Thousand and No/100  Dollars
($18,883,000.00), which sum was disbursed and immediately used by
Borrower solely for the acquisition of the Property that  is  the
subject  of the First Funding and the payment of costs  and  fees
associated  therewith,  together with  the  funding  of  the  Tax
Reserve  Account  in  accordance with  Section  1.6  hereof  with
respect to the Property that is the subject of the First Funding.
On  or  about  the "Closing Date" for the Second Funding,  Lender
loaned to Borrower the sum of Six Million Nine Hundred Forty-Five
Thousand  and No/100 Dollars ($6,945,000.00), which sum shall  be
disbursed  and  immediately  used  by  Borrower  solely  for  the
acquisition  of the Property that is the subject  of  the  Second
Funding  and the payment of costs and fees associated  therewith,
together  with  the  funding  of  the  Tax  Reserve  Account   in
accordance  with Section 1.6 hereof with respect to the  Property
that is the subject of the Second Funding.

     1.2.   Loan Term.  Unless otherwise accelerated pursuant to the
Loan  Documents (as hereinafter defined), the Loan  shall  mature
the date on June 10, 2005 (the "Maturity Date").

     1.3.   Interest Rate.  Borrower shall pay interest monthly in
arrears on the outstanding principal balance of the Loan at a per
annum  rate  equal to Thirteen Percent (13%); provided,  however,
that  in  the event that any amount is not paid when due (whether
by acceleration or otherwise) or upon the occurrence of any other
Event of Default, the Loan shall bear interest after the due date
or  such  default until cured at a rate equal to  the  lesser  of
Twenty  Percent (20%) per annum or the maximum rate permitted  by
law (the "Default Rate").  Interest shall be calculated based  on
a  30-day  month  and 360-day year and shall be charged  for  the
actual number of days elapsed.

     1.4.   Interest Payments.  On the date of the first disbursement
of  the  Loan,  Borrower shall pay Lender an amount  of  interest
equal  to the interest that would be earned from said date  until
and  including the last day of the calendar month  in  which  the
first disbursement takes place.  Thereafter, Borrower shall  make
interest  payments, in arrears, on the first (1st)  day  of  each
month  commencing with the first day of the second calendar month
after  the month in which the first disbursement of the  Loan  is
made, with a final payment on the Maturity Date.

     1.5.    Prepayment.  Provided there is no Event  of  Default
hereunder or under the Loan Documents, Borrower may prepay all or
any portion of the Loan without premium or penalty.

     1.6.   Reserves.  On the Closing Date for the First Funding,
Lender  disbursed  from  the Loan a sum of  $540,000.00  for  the
Property  that  is  the  subject of  the  First  Funding,  to  be
deposited  in a money market account (the "Tax Reserve  Account")
at  The  PrivateBank  and Trust Company, or any  other  financial
institution  selected  by Lender (the "Bank"),  in  the  name  of
Lender, with interest accruing for the benefit of Lender.  On the
Closing  Date for the Second Funding, Lender shall disburse  from
the  Loan  a  sum  of $__________ for the Property  that  is  the
subject of the Second Funding, which amount shall be deposited in
the  Tax Reserve Account at Bank.  For the purposes of the  Loan,
any  amounts  deposited by Lender into the  Tax  Reserve  Account
pursuant to this Agreement shall be deemed a disbursement of  the
Loan and shall accrue interest at the rate set forth in the Note.
If there is no Event of Default then occurring, Lender shall make
disbursements  from the Tax Reserve Account for  the  payment  of
real  estate taxes with respect to the Project.  In the event  of
any uncured Event of Default by Borrower under the Loan, Borrower
authorizes Lender to withdraw and apply any of the funds  in  the
Tax   Reserve  Account  to  cure  such  Event  of  Default  after
delivering  five  (5)  days  written notice  to  Borrower,  which
Borrower  agrees  to be commercially reasonable  notice  thereof.
Borrower  grants  Lender a security interest in the  Tax  Reserve
Account.

                           ARTICLE 2.
                            Security

     2.1.   General.  The Loan and all other indebtedness, obligations
and  amounts  due  under the Loan Documents (the  "Indebtedness")
shall be secured by the following:

     (a)  an Amended and Restated Mortgage Note from Borrower  to
Lender in the principal amount of $25,828,000.00 (the "Note");

     (b)  a first priority lien on the Project pursuant to various
Mortgages,  Deeds of Trust and Deed to Secure Debt of  even  date
herewith  from  the  Borrower to Lender, including  (inter  alia)
certain  supplemental indentures delivered at the Second  Funding
as to each Project that was in the First Funding to reference (i)
the  additional Loan amount funded at the Second Funding as  part
of the "Loan," and (ii) the additional Loan Documents (as defined
herein)  delivered  at the Second Funding as part  of  the  "Loan
Documents" (collectively, the "Mortgage");

     (c)  a first absolute assignment of rents and leases generated by
the Project pursuant to various Assignments of Rents and Lessor's
Interest in Leases of even date herewith from Borrower to Lender,
including  (inter alia) certain supplemental and/or  amended  and
restated  indentures delivered at the Second Funding as  to  each
Project  that  was  in  the First Funding to  reference  (i)  the
additional  Loan amount funded at the Second Funding as  part  of
the  "Loan,"  and (ii) the additional Loan Documents (as  defined
below)  delivered  at the Second Funding as  part  of  the  "Loan
Documents" (collectively, the "Assignment of Rents");

     (d)  a first priority security interest in all personal property
of  Borrower  now  owned and hereafter acquired  pursuant  to  an
Amended  and  Restated Security Agreement of even  date  herewith
from Borrower to Lender (the "Security Agreement");

     (e)  the Amended and Restated Continuing Guaranty of even date
herewith  by  Consolidated Freightways  Corporation,  a  Delaware
corporation  ("Guarantor") in favor of Lender, which  amends  and
restates the prior Continuing Guaranty (the "Guaranty");

     (f)  the Amended and Restated Environmental Indemnity Agreement
of  even  date herewith from Borrower and Guarantor in  favor  of
Lender, which includes each Project that was in the First Funding
and  each  Project  in  the  Second Funding  (the  "Environmental
Indemnity");

     (g)  the initial Solvency and Business Purpose Affidavit, with
respect  to  the  First Funding together with the Second  Funding
Solvency  and  Business  Purpose  Affidavit,  from  Borrower  and
Guarantor  (collectively,  the  "Solvency  and  Business  Purpose
Affidavits");

     (h)  the Amended and Restated Assignment of Membership Interests
from  all of the members of Borrower to Lender, which applies  to
both  each Project in the First Funding and each Project  in  the
Second Funding (the "Assignment of Membership Interests");

     (i)  any other collateral or security described in this Agreement
or in any of the other Loan Documents.

                           ARTICLE 3.
                      Conditions Precedent

     3.1.   Conditions Precedent.  Lender's obligation to close the
Loan   is  subject  to  satisfaction  of  all  of  the  following
conditions, all in form and substance satisfactory to  Lender  in
its sole discretion:

     (a)  No Default.  (i) No Event of Default or unmatured Event
of  Default shall have occurred and be continuing or will  result
from the making of the Loan, (ii) Borrower's representations  and
warranties shall be true and correct as of the date of such Loan,
(iii)  there  shall  have been no material  adverse  change  with
respect  to  any of Borrower's, any Guarantor's or the  Project's
business,  credit, operations, financial condition  or  prospects
since  the  date  hereof  or notice of any  prospective  material
adverse  change  with  respect  to any  insurance  maintained  by
Borrower,  and (iv) Borrower, at Borrower's expense,  shall  have
fulfilled all conditions set forth in this Article 3.

     (b)    Loan  Documents.   Lender  shall  have  received  the
following   documentation  (collectively  with  this   Agreement,
referred  to as the "Loan Documents"), all in form and  substance
satisfactory to Lender:

          (i)  the Note;

          (ii) the Mortgage;

          (iii)     the Assignment of Rents;

          (iv) the Security Agreement;

          (v)  the Guarantee;

          (vi) the Environmental Indemnity;

          (vii)     the Solvency and Business Purpose Affidavits;

          (viii)    the Assignment of Membership Interests;

          (ix) such other documents as Lender may reasonably require.

     (c)   Opinions  of  Counsel.   Lender  shall  have  received
opinions of counsel for Borrower and Guarantors as of the Closing
Date  for  the  First  Funding and Second Funding,  respectively,
that:

          (i)   Borrower  is  a  duly  formed  limited  liability
     company  under  the  laws of the State of Delaware,  validly
     existing,  in  good  standing  and  fully  qualified  to  do
     business  in  Delaware and each state in which  Property  is
     situated    and  has  the  authority  to  enter   into   the
     obligations  contemplated by this  Agreement  and  the  Loan
     Documents  and  to  carry  out the obligations  contemplated
     hereby  and thereby.  Guarantor is a duly formed corporation
     under the laws of the State of Delaware, validly existing in
     good  standing  and fully qualified to do  business  in  the
     State  of  Delaware  and each state  in  which  Property  is
     situated,   and  has  the  authority  to  enter   into   the
     obligations  contemplated in this  Agreement  and  the  Loan
     Documents  and  to  carry  out the  obligations  herein  and
     thereunder;

          (ii)  This  Agreement and the Loan Documents have  been
     duly authorized, executed and delivered by Borrower and  the
     Guarantor,  as the case may be, and constitute  legal  valid
     and  binding  obligations  of such parties,  enforceable  in
     accordance  with their respective terms, are in proper  form
     under  the  laws  of  the states in which  the  Property  is
     situated for the creation, perfection and enforcement of the
     liens  contemplated  thereby,  subject  only  to  applicable
     bankruptcy, insolvency, and other laws affecting  creditors'
     rights  and  other qualifications that may  be  provided  by
     counsel and acceptable to Lender in its discretion;

          (iii)     The various security agreements are in proper
     form  under the laws of the States in which the Property  is
     situated  for  the  creation and  perfection  of  the  liens
     contemplated thereby against the interest of Borrower in the
     applicable collateral described in such agreements;

          (iv)  The transaction in question is not usurious under
     the laws of the States of Illinois, Delaware, Washington and
     the states in which any Property is situated;

          (v)   The execution and delivery of the Loan Documents,
     and  the  carrying  out  of  the  transactions  contemplated
     thereby  will  not,  to such counsel's  knowledge,  violate,
     conflict with or constitute a default under any agreement to
     which  Borrower or the Guarantor are a party or by which  it
     or they may be bound;

          (vi)  There  are no known actions, suits or proceedings
     pending, or, to said counsel's knowledge, threatened against
     Borrower  or  the  Project, either at law or  in  equity  or
     before or by any governmental authority.  There are no known
     actions,  suits or proceedings pending, or to said counsel's
     knowledge   threatened   against  Consolidated   Freightways
     Corporation,   Consolidated   Freightways   Corporation   of
     Delaware  or CFCD 2002A Member LLC, which could  affect  the
     validity   or   enforceability  of   the   Loan   Documents,
     substantially  impair  the ability  of  any  such  party  to
     perform   their  respective  obligations  under   the   Loan
     Documents, or otherwise materially and adversely impact  the
     use, value or operation of the Property;

          (vii)      In  the  event of a bankruptcy of  Borrower,
     Guarantor  or  the members of Borrower, the  other  entities
     will not be consolidated into such bankruptcy; and

          (viii)     Such  other things as Lender or its  counsel
     may  reasonably  request.   Such opinions  may  be  provided
     through   a  combination  of  opinions  given  by  corporate
     counsel,  lead  counsel and local counsel  to  Borrower  and
     Guarantor  as may be approved by Lender.  In addition,  lead
     counsel  for Borrower and Guarantor will provide an  opinion
     concerning  the "bankruptcy remote" status of  Borrower,  in
     form  to be prepared by such counsel and subject to Lender's
     approval.   Any opinion from in-house counsel  will  not  be
     acceptable  in any event unless Borrower and Guarantor  both
     certify that there is insurance coverage for any claims made
     on the basis of such opinion as to which Lender is satisfied
     prior  to closing and which coverage shall remain in  effect
     and  subject to insurance certificates and related insurance
     notice  and  other  requirements similar to  other  required
     coverages to the extent otherwise applicable.

     (d)   Leases/Estoppels/SNDA(s).  Borrower shall  deliver  to
Lender true, correct and complete copies of all of the leases and
other  occupancy  agreements  affecting  the  Project,  including
amendments thereto (the "Leases"), together with a certified rent
roll  describing all Leases in such detail as Lender may require.
At  Lender's  request,  Borrower also  shall  deliver  to  Lender
estoppel  certificates  and  subordination,  non-disturbance  and
attornment  agreements from each tenant at the Project,  in  form
and substance acceptable to Lender.

     (e)   Title.   Lender shall have received a  lender's  title
insurance policy or policies (collectively, the "Policy"), in the
face amount of the Loan from a title company that is an affiliate
of  Land  America National Escrow Service (the "Title  Company"),
insuring   Borrower's  fee  ownership  of   the   Property,   the
marketability of title and that each Mortgage, Deed of Trust  and
Deed  to  Secure  Debt is a valid first lien  on  the  applicable
portion of the Property, free and clear of liens and encumbrances
other  than  as  set  forth on Exhibit  B  attached  hereto  (the
"Permitted  Exceptions")  and exceptions  to  title  approved  in
writing  by  Lender.  The  title policy shall  also  contain  any
endorsements required by Lender.

     (f)   Environmental Report.  Lender shall  have  received  a
Phase  I  Environmental Audit of the Property from  a  consultant
acceptable to Lender in its sole discretion.  The audit shall (i)
be  addressed to Lender; (ii) state that Lender may rely thereon;
and (iii) be acceptable to Lender in its sole discretion.

     (g)   Survey.   At least five (5) days prior to the  Closing
Date,  Lender  shall have received five (5) copies of  a  current
plat  of survey of the Property.  The surveyor shall certify that
the  Property is not in a flood hazard area as identified by  the
Secretary of Housing and Urban Development.  The survey shall  be
certified  to Lender and the Title Company as made in  accordance
with  the  Minimum Standard Detail Requirements  for  Land  Title
Surveys  of the American Land Title Association and the  American
Congress  on Surveying and Mapping promulgated in 1999, including
such  Table  A  additional survey requirements and in  accordance
with such other standards as may be acceptable to Lender, in  its
sole  discretion, and sufficient for the Title Company to  remove
the general survey exceptions.

     (h)   Credit  Reports.   Lender shall have  received  credit
reports with respect to Borrower and the Guarantor, which may  be
"investigative   consumer  reports",  and   which   may   include
information as to character, general reputation, mode  of  living
and  credit history.  The results of all credit reports shall  be
acceptable  to Lender, in its sole discretion, and  such  reports
shall not be disclosed by Lender to any third party except: a) as
required by law, or b) in connection with the sale of all or  any
portion  of the Loan.  Upon written request, Lender shall furnish
to  Borrower and the Guarantor a disclosure pursuant to the Equal
Credit  Opportunity  Act.  Lender shall also  have  received  and
approved  UCC  searches  and  financial  statements  relating  to
Borrower  and the Guarantor.  In addition, Lender shall have  the
right  to request and receive credit reports on Borrower and  any
Guarantor  during the term of the Loan, at such times  as  Lender
may  reasonably  deem proper, and the cost and  expense  of  such
reports shall be paid by Borrower.

     (i)   Property  and Liability Insurance.  Borrower  (or  its
corporate  parents) shall insure the Project  for  such  amounts,
upon  such terms, with such mortgagee clauses and written by such
insurers as Lender shall reasonably require.  All policies  shall
be  endorsed to provide Lender at least thirty (30) days  written
notice  of  any  material  change, cancellation  or  non-renewal.
Lender  shall receive confirmation of paid-up policies evidencing
the  required  coverage,  together with paid  receipts  therefor,
prior  to  the  Closing Date.  Borrower will be  responsible  for
insuring   the   Project  notwithstanding  any   other   parties'
obligation to insure same.

     (j)  Organizational Documents.  Lender shall have received and
approved  all  articles  of organization,  operating  agreements,
resolutions,  authorizations, consents,  certificates  and  other
documentation  required by Lender regarding Borrower,  Borrower's
members  and  the  Guarantors  as  Lender  deems  appropriate  in
connection herewith.

     (k)  Certificate of Occupancy; Code; Permits.  To the extent
available  from the governmental authorities, Lender  shall  have
received  a  final certificate of occupancy (or  equivalent),  an
acceptable  building code violation search report  if  available,
and  copies of all applicable permits and licenses necessary  for
the operation of the Property.

     (l)  Loan Fee.  Borrower paid to Lender, or Lender advanced out
of   the  proceeds  of  the  Loan,  a  loan  fee  of  $944,150.00
($115,000.00 of which had been previously received by Lender)  on
the Closing Date for the First Funding and an additional loan fee
of  $_______  to be advanced out of the proceeds  of  the  Second
Funding  ($_______  of  which  has been  previously  received  by
Lender) on the Closing Date for the Second Funding.

     (m)  Expenses.  Borrower shall deliver to Lender evidence of the
payment of all fees and charges as required under this Article  3
and  Section 8.1, including legal fees, closing costs,  recording
and notary fees and any other similar matters pertinent thereto.

     (n)  Additional Items.  Lender shall have received such other
items as Lender may reasonably require.

                           ARTICLE 4.
                 Representations and Warranties

     As  an  inducement to Lender to disburse the Loan,  Borrower
hereby  represents and warrants as follows, which representations
and  warranties  shall be true as of the date  hereof  and  shall
remain true throughout the term of the Loan:

     4.1.    Borrower Existence.  Borrower is a limited liability
company duly formed, validly existing and in good standing  under
the laws of the State of Delaware and qualified to do business in
the  states in which any of the Property is situated.   Guarantor
is  a  corporation,  duly formed, validly existing  and  in  good
standing under the laws of the State of Delaware, qualified to do
business  in  each  state  in which Property  is  situated.   The
principal  residence or place of business of each of the  members
of  Borrower and Guarantor are set forth on Schedule 4.1 attached
hereto.   Borrower  and  Guarantor have  full  right,  power  and
authority to execute the Loan Documents on its own behalf and  no
consents of any third parties are required.  Borrower is a single
purpose entity, whose sole purpose is the ownership and operation
of  the Project.  The execution, delivery and compliance with the
terms  and  provisions of this Agreement and the  Loan  Documents
will  not  (i)  violate any provisions of law or  any  applicable
regulation,  order or other decree of any court  or  governmental
entity,  or  (ii)  require any consent of  any  third  party  not
previously obtained.

     4.2.   Binding Obligation.  This Agreement and the Loan Documents
have  each been duly authorized, executed and delivered and  each
constitutes  the legally binding obligation of Borrower  and  the
Guarantor,  as the case may be, enforceable against Borrower  and
the  Guarantor and any other signatories (other than Lender),  as
the  case  may  be,  in accordance with each of their  respective
terms.

     4.3.   Borrower's Corporate Documents.  A true and complete copy
of  the  Articles of Organization and the Operating Agreement  of
Borrower  and all other documents creating and governing Borrower
(collectively, the "Borrower Incorporation Documents") have  been
furnished  to  Lender.  There are no other  agreements,  oral  or
written,  among  any  of  the members  of  Borrower  relating  to
Borrower.    The  Borrower  Incorporation  Documents  were   duly
executed  and  delivered, are in full force and effect,  and  are
binding upon and enforceable in accordance with their terms.  The
Borrower   Incorporation   Documents   constitute   the    entire
understanding  among the members of Borrower.  No  breach  exists
under  the  Borrower  Incorporation  Documents  and  no  act  has
occurred and no condition exists which, with the giving of notice
or  the  passage  of  time would constitute a  breach  under  the
Borrower Incorporation Documents.

     4.4.   Operating Agreements.  Borrower has delivered to Lender
true,  complete  and correct copies of any agreements  (including
the Leases) between Borrower and any affiliate related in any way
to  the Project and any other agreements materially affecting the
use  and  operation of the Project.  Borrower is not  in  default
under  any  contract, agreement or commitment to which  it  is  a
party   or  is  otherwise  bound  (collectively,  the  "Operating
Agreements").  Borrower is not in default under any provision  of
any  of the Operating Agreements and no event has occurred which,
with  the passage of time or the giving of notice or both,  would
constitute  an  event  of  default under  any  of  the  Operating
Agreements.   The  execution, delivery and  compliance  with  the
terms  of this Agreement and the Loan Documents will not conflict
or  be  inconsistent  with, or result in any default  under,  the
Operating  Agreements.   There  are  no  property  management  or
property  leasing  agreements  in  effect  with  respect  to  the
Project.

     4.5.   Improvements.  The Improvements are presently in good
condition  and working order.  Except as disclosed to  Lender  in
writing, the present use of the Project complies, and the  future
use  of the Project will comply, in all respects, with all:   (a)
applicable legal and contractual requirements with regard to  the
use,  occupancy,  construction and operation thereof,  including,
without   limitation,  all  zoning,  subdivision,  environmental,
concurrency,  flood  hazard,  fire  safety,  health,  handicapped
facilities,   building   and  other  laws,   ordinances,   codes,
regulations, orders and requirements of any governmental  agency;
(b)   building,  occupancy  and  other  permits,   licenses   and
approvals;   and   (c)  declarations,  easements,  rights-of-way,
covenants,  conditions and restrictions of  record.  All  of  the
Improvements are located on the Property.

     4.6.   Property.  At the time of funding of the Loan and at all
times  thereafter until full and final payment of  the  Loan  has
been made to Lender, fee simple title to the Property is owned by
Borrower  free  and  clear  of all liens,  claims,  encumbrances,
covenants,  conditions and restrictions, security  interests  and
claims  of  others,  except  for the Permitted  Exceptions.   The
zoning of the Project and the right and ability to construct, use
or  operate the Improvements are not in any way dependent  on  or
related to any real estate other than the Project.  There are  no
asserted  or,  to  the  best  of  Borrower's  knowledge,  alleged
violations  of law, regulations, ordinances, codes, declarations,
covenants,  conditions,  or  restrictions  of  record,  or  other
agreements  relating  to the Project, or any  part  thereof.   No
person  or  entity  has any option to acquire  ownership  of  the
Project  or  any portion thereof.  The Project does not  and  the
use,  occupancy and operation thereof, as a truck  terminal,  and
other  related facilities, will not, violate any laws,  statutes,
ordinances,  rules, orders or regulations of any kind  whatsoever
(including,  without limitation, those relating to  environmental
protection,  public highways, water use, zoning, building,  fire,
health  or  safety),  any  contractual  arrangements  with  third
parties or any covenants, conditions, easements, rights of way or
restrictions  of record, and neither Borrower nor any  member  or
agent  thereof  has  received any notice, written  or  otherwise,
alleging  any  such  violation. The Project  is  permitted  under
current   applicable  zoning  requirements,  including,   without
limitation,  those relating to set-backs, height, parking,  floor
area  ratio,  loading  area, fire lanes and  percentage  of  land
coverage,  and will not be a non-conforming or special  use,  and
Borrower  shall promptly obtain and deliver to Lender a  copy  of
the  certificate  of  occupancy for the  Project  issued  by  the
appropriate agency having jurisdiction over the Property, or,  if
Borrower  shall  be  unable  to  obtain  such  a  certificate  of
occupancy, Borrower shall promptly obtain and deliver to Lender a
statement from such agency certifying such full compliance  or  a
zoning  endorsement  issued  by the  Title  Company,  or  written
opinion  satisfactory to lender from Borrower's counsel  approved
by  Lender  from  counsel as to zoning.   All  building,  zoning,
safety,  health,  fire, water district, sewage and  environmental
protection agency permits and other licenses or permits which are
required by any governmental authority for the use, occupancy and
operation  of  the  Project,  as a truck  terminal,  and  related
facilities,  have been obtained by or furnished to  Borrower  and
are  in  full force and effect, will be maintained in full  force
and  effect  by  Borrower  and as required  by  any  governmental
authority, and evidence of all such permits and other licenses or
permits have been, or when obtained will be, furnished to Lender.

     4.7.   Property Access.  The Project is accessible through all
current access points, each of which connects directly to a fully
improved  and dedicated road accepted for maintenance and  public
use  by  the  public authority having jurisdiction or a  recorded
easement,  as applicable, as shown on the surveys being  provided
by Borrower.

     4.8.   Utilities.  All utility services necessary and sufficient
for  the  construction,  use  or operation  of  the  Project  are
currently  connected at the boundary of the Property directly  to
lines  owned  by  the applicable utility and lying  in  dedicated
roads, including water, storm, sanitary sewer, gas, electric  and
telephone facilities.

     4.9.   Flood Hazards/Wetlands.  To the extent that it could be
material  to the operation of the Project as a trucking  facility
by  Borrower  or  its  tenants or the value  or  utility  of  the
Property and in addition to the best of Borrower's knowledge, the
Property is not situated in an area designated as wetlands by any
governmental  entity having jurisdiction over the  Property.   If
any  portion of the Property is in a flood hazard zone,  Borrower
will  satisfy  Lender's requirements with  respect  to  obtaining
flood insurance prior to closing and continue to satisfy Lender's
requirements until the Loan is fully and finally repaid.   Except
as  shown  on  the survey provided to Lender in conjunction  with
closing  and  funding  of  the Loan,  none  of  the  Property  is
designated as having special flood hazards or being in a 100 year
flood  zone  as defined by the Flood Disaster Protection  Act  of
1973, as amended.

4.10.     Taxes/Assessments.  There are no delinquent real estate
or other taxes or assessments on or against the Project or any
part thereof.  The tax bills affecting the Property cover the
entire Property and do not cover or apply to any other property.
Borrower has not received any written notice of any supplemental
taxes which may be owing or otherwise assessed.
     4.11.      Eminent Domain.  There is no known or anticipated
eminent domain or condemnation proceeding pending or, to the best
of  Borrower's knowledge threatened, relating to the Property  or
any part thereof.

     4.12.     Litigation.  There is no litigation, arbitration or
other  proceedings  or  governmental  investigation  pending   or
threatened  against  Borrower.  There  is  no  known  litigation,
arbitration  or  other  proceeding or governmental  investigation
pending  or,  to  the  best of Borrower's  knowledge,  threatened
against  or  relating  to Borrower, the Project,  any  member  of
Borrower,  any  Guarantor or any of their  property,  assets,  or
business,  including  the Project, which, if  decided  adversely,
would  be  expected  to materially affect the business,  affairs,
assets  or  financial condition of Borrower, any  Guarantor,  the
Project, or the prospects for repayment of the Loan.

     4.13.     Compliance.  Except as disclosed to Lender on Schedule
4.14  attached hereto, there are no known or anticipated  alleged
or  asserted violations of law, municipal ordinances,  public  or
private   contracts,  declarations,  covenants,  conditions,   or
restrictions of record, or other requirements with respect to the
Project.  All licenses, permits and approvals, if any, needed  in
connection with the construction, use, operation and occupancy of
the  Improvements have been duly issued, paid for and are in full
force  and  effect.  True and complete  copies  of  each  of  the
foregoing have been delivered to Lender.

     4.14.     Employee Benefit Plans.  Borrower does not sponsor any
pension  plan,  as  defined  in the  Employee  Retirement  Income
Security Act of 1974, as amended ("ERISA").

     4.15.      Labor  Controversies.  There are no  known  labor
controversies  pending or threatened against Borrower  which,  if
adversely  determined,  would  materially  and  adversely  affect
Borrower's  business, credit, operations, financial condition  or
prospects.

     4.16.     Tax Status.  Borrower has made or filed all income and
other  tax  returns,  reports and declarations  required  by  any
jurisdiction  to  which  it  is  subject,  has  paid  all  taxes,
assessments and other charges shown or determined to  be  due  on
such  returns,  reports  and  declarations,  and  has  set  aside
adequate  reserves against liability for taxes,  assessments  and
charges applicable to periods subsequent to those covered by such
returns, reports and declarations.

     4.17.     Accuracy.  Neither this Agreement nor any document,
financial statement, credit information, certificate or statement
furnished  to  Lender by Borrower or any Guarantor  contains  any
untrue  statement of a material fact or omits to state a material
fact which could affect Lender's decision to make the Loan.

     4.18.     Foreign Ownership.  Neither Borrower nor any member of
Borrower  nor  any  Guarantor is or will  be,  and  no  legal  or
beneficial interest of a member in Borrower is or will  be  held,
directly  or  indirectly,  by a "foreign  corporation",  "foreign
partnership," "foreign trust," "foreign estate, "foreign person,"
"affiliate"   of   a  "foreign  person"  or  a   "United   States
intermediary"  of  a  "foreign  person"  within  the  meaning  of
Internal Revenue Code of 1986, as amended, Sections 897 and 1445,
the  Foreign  Investments in Real Property Tax Act of  1980,  the
International  Foreign  Investment  Survey  Act  of   1976,   the
Agricultural  Foreign Investment Disclosure Act of 1978,  or  the
regulations  promulgated pursuant to such Acts or any  amendments
to such Acts.

     4.19.     Solvency.  Neither Borrower nor any Guarantor  are
insolvent and no: (i) assignment for the benefit of the creditors
of any of them; (ii) appointment of a receiver for any of them or
for   the   property  of  any  of  them;  or  (iii)   bankruptcy,
reorganization,  or  liquidation  proceeding,   is   pending   or
threatened  (whether voluntary or involuntary) instituted  by  or
against any of them.

     4.20.     Lawful Interest.  The amounts to be received by Lender
which are or may be deemed to be interest under the terms of  the
Note,  this  Agreement,  or  otherwise  in  connection  with  the
transactions  contemplated herein constitute lawful interest  and
are not usurious or illegal.

     4.21.      Financial  Statements/No  Change.   Borrower  has
heretofore  delivered  to  Lender  copies  of  the  most  current
financial  statements  of  Borrower  and  each  Guarantor.   Said
financial  statements  were prepared on a basis  consistent  with
that of preceding years, unless otherwise noted therein, and  all
of   such  financial  statements  present  fairly  the  financial
condition of said Borrower and each Guarantor as of the dates  in
question and the results of operations for the periods indicated.
Since  the  dates of such statements, there has been no  material
adverse change in the business or financial condition of Borrower
and  each Guarantor.  Neither Borrower nor any Guarantor has  any
material contingent liabilities not provided for or disclosed  in
said  financial  statements. There has been no  material  adverse
change  in  the structure, business operations, credit, prospects
or financial condition of Borrower, any Guarantor or the Project.

     4.22.     Casualty.  As of the date hereof, there is no damage or
destruction to any part of the Project by fire or other  casualty
that  has  not been repaired.  As of the date hereof,  there  are
presently  no existing defects in the Project and no  repairs  or
alterations  thereof  are  reasonably  necessary  or  appropriate
except for routine maintenance.

     4.23.     No Material Misstatements or Omissions.  Neither the
Loan  Documents  nor  any statement, list, certificate  or  other
information furnished or to be furnished by Borrower to Lender in
connection  with  the  Loan contains any untrue  statement  of  a
material  fact,  or omits to state a material fact  necessary  to
make  the  statements  therein  not  misleading.   Borrower   has
disclosed  in  writing  to  Lender everything  to  which  it  has
knowledge regarding the business, operations, property, financial
condition, or business prospects of itself, and the Project which
would  have  a  material adverse effect on such entities  or  the
Project or the collectability of the Loan.

     4.24.     Survival of Representations.  All representations and
warranties  in  this  Agreement,  the  Loan  Documents  and   all
representations  and warranties in any certificate  delivered  by
Borrower pursuant hereto and thereto, shall survive execution  of
the  Loan Documents and the making of the Loan, and may be relied
upon  by Lender as being true and correct until the Loan is fully
and irrevocably paid.

                           ARTICLE 5.
                      Affirmative Covenants

     5.1.    Payment of Indebtedness; Performance of Obligations.
Borrower  shall promptly pay when due all payment obligations  of
Borrower   to  Lender  and  shall  promptly  perform  all   other
obligations of Borrower to Lender as set forth herein or  in  the
Loan Documents.

     5.2.    Books and Records/Audits.  Borrower shall  keep  and
maintain (and provide Lender with reasonable access and copies of
same  if  so  requested  by Lender) at all  times  at  Borrower's
address  stated below or at the Property, or such other place  as
Lender  may  approve in writing, complete and accurate  books  of
accounts  and  records adequate to reflect  the  results  of  the
operation of the Project, the financial statements required to be
provided  to Lender pursuant to the Mortgage, and copies  of  all
written  contracts, correspondence, and other documents affecting
the Project.  Borrower shall prepare and furnish (or cause to  be
so prepared and furnished) to Lender:  (i) thirty (30) days after
the  end  of each month, an income statement and a balance  sheet
for  the  Project  for the preceding month, and all  expenditures
made  with respect to the Project from funds from any source  for
the  preceding month, and such other documentation as Lender  may
request from time to time certified as true, correct and complete
by  Borrower; (ii) within ninety (90) days before the end of  the
calendar year, a complete and detailed revision and update of the
operating  budget  for  the  Project  [for  Lender's  review  and
approval (which approval shall not be unreasonably withheld,  and
shall  be  deemed  granted if approval has not  been  refused  by
Lender  in writing by thirty (30) days after Lender's receipt  of
Borrower's  written request for such approval),],  setting  forth
the projected net income relating to the operation and management
of the Project for the ensuing year; and (iii) within ninety (90)
days  after  the end of the calendar year, a copy of  the  annual
financial  statements for the year just ended  fairly  presenting
the  financial condition of the Property, and the results of  the
operations  of  the  Property, including, without  limitation,  a
balance   sheet,   an  income  statement  and   such   additional
information as Lender may request from time to time, all of which
shall  be  prepared and certified by an officer of Borrower.   If
requested by Lender or its representatives, Borrower will provide
supporting  documentation  for  all  receipts  and  expenditures,
including,  but  not  limited  to,  bank  statements,  contracts,
invoices,  copies of checks and general ledgers.  Borrower  shall
provide  Lender  and any professional retained  by  Lender,  with
reasonable, immediate and continuing access to any and all books,
records,   documents  and  information  relevant  to   Borrower's
operations,  the status of the Property and appraisals  or  other
documents relating to the value of the Property prepared by third
parties.  Lender may audit the accuracy of Borrower's records and
computations at any time and the reasonable costs and expenses of
any such audit shall be paid by Borrower.  Reporting requirements
will  be  subject  to the additional agreements  of  the  parties
contained in the Rider attached to the Mortgage, as described  in
Section 8.22 below.

     5.3.   Use of Proceeds.  Borrower shall use the proceeds of the
Loan   only  as  authorized  in  Section  1.1  hereof  (including
distributions  to  Borrower's  member  in  connection  with   the
acquisition  of  the  Property, after payment  of  other  amounts
referenced  in  Section  1.1)  and  subject  to  the  terms   and
provisions  of  the  Loan Documents and  for  no  other  purpose,
without   Lender's  prior  written  consent,  in  Lender's   sole
discretion.  No portion of the proceeds of the Loan shall be used
by  Borrower  to pay any amounts to Borrower or any affiliate  of
either of them or in any manner that might cause the borrowing or
the  application  of  such  proceeds  to  violate  Regulation  G,
Regulation  U,  Regulation  T  or  Regulation  X  or  any   other
regulation  of  the  Board of Governors of  the  Federal  Reserve
System or to violate the Exchange Act.

     5.4.   Notice of Default.  Borrower shall provide Lender with a
copy of all written notices, correspondences and reports received
or  delivered  by Borrower or any members of Borrower  (including
any  and  all  notices  of default) under  any  of  the  Borrower
Incorporation  Documents,  Leases and  any  and  all  notices  of
violations of laws, regulations, codes, ordinances and  the  like
received by Borrower or any Guarantor relating to the Project.

     5.5.   Taxes and Liabilities.  Borrower shall promptly pay when
due  in  accordance  with Section 5.13 below all  taxes,  duties,
assessments  and  other liabilities, except such  taxes,  duties,
assessments  and  other  liabilities as  Borrower  is  diligently
contesting in good faith and by appropriate proceedings; provided
that  Borrower  has  provided  for and  is  maintaining  adequate
reserves with respect thereto.

     5.6.   Compliance with Applicable Law.  Borrower shall comply
with the requirements of all applicable laws, rules, regulations,
and orders of all governmental authorities (Federal, state, local
or  foreign,  and  including, without  limitation,  environmental
laws,  rules,  regulations and orders), a breach of  which  would
materially  and  adversely  affect Borrower's  business,  credit,
operations,  financial  condition  or  prospects,  except   where
Borrower  is  contesting an alleged breach in good faith  and  by
proper proceedings and for which Borrower is maintaining adequate
reserves.

     5.7.   Maintenance of Project.  Borrower shall keep the Project,
including   all  buildings  and  improvements  now  or  hereafter
situated  thereon, in good condition, not commit  or  permit  any
waste  thereof,  make all repairs, replacements and  improvements
and  complete and restore promptly and in good workmanlike manner
any  building,  improvements or other items of the Project  which
may be damaged, or destroyed, and pay when due all costs incurred
therefor.

     5.8.   Operating Deficits.  Borrower shall fund any and  all
operating deficits respecting the Project.

     5.9.   Business and Existence.  Borrower shall perform all things
necessary  to  preserve and keep in full  force  and  effect  the
existence and rights of Borrower; comply with all laws applicable
to  Borrower;  conduct  and operate its business  in  the  normal
course  and keep in full force and effect any permit or  approval
issued with respect to the operation of the Property.

     5.10.     Notification of Attachment or Other Action.  Borrower
shall  immediately notify Lender in writing of any attachment  or
other legal process levied or threatened against the Project,  or
the  institution of any action, suit or proceeding by or  against
Borrower,  any  Guarantor  or  the Project,  or  any  information
received  by  Borrower relative to any Guarantor or the  Project,
which  may  adversely affect (i) Borrower's ability  to  pay  the
Indebtedness,  (ii)  the  value of  the  Project  or  the  value,
validity  or  priority  of  Lender's security  interests  granted
pursuant  to  the  Mortgage or any of the other  Loan  Documents,
(iii) any Guarantor's ability to perform under the Guarantee,  or
(iv)  any  other  rights  and  remedies  of  Lender  granted  and
continued pursuant to the Loan Documents.

     5.11.     Defense of Collateral.  Borrower shall pay when due all
obligations, lawful claims or demands with respect to the Project
which, if unpaid, might result in, or permit the creation of, any
lien or encumbrance on the Project, including but not limited  to
all  lawful  claims  for labor, materials and supplies;  provided
that  Borrower shall have the right to contest any such claim  so
long  as Borrower provides such assurances or security as may  be
reasonably  acceptable to Lender or posts a  bond  acceptable  to
Lender  to  protect  Lender's interest in the  Project,  and,  in
general,  do  or cause to be done everything necessary  to  fully
preserve  the rights and interests of Lender under this Agreement
and the other Loan Documents.  Borrower shall at all times defend
Lender's  interest in and to the Project, and the first  priority
position  of  said interest, against any and all  claims  of  any
person  adverse  to  Lender.  Borrower  shall  take  all  actions
reasonably  deemed  necessary or appropriate by  Lender  to  give
effect  to  Lender's priority of interests contemplated  by  this
Agreement and the other Loan Documents.

     5.12.     Insurance.  Borrower shall keep the Project, including
all buildings and improvements now or hereafter situated thereon,
insured  against  loss or damage by fire, with extended  coverage
endorsement, in an amount not less than the full replacement cost
thereof  and against other hazards as may be reasonably  required
by  Lender, including, without limitation, rent loss or  business
interruption insurance for at least twelve (12) months acceptable
to  Lender,  flood (if the Property is in a special flood  hazard
zone),  tornado, hurricane and earthquake insurance (if available
at  commercially reasonable rates), and liability  insurance  for
personal  injury,  death  and property damage.  All  policies  of
insurance will be in forms and amounts reasonably satisfactory to
Lender,  and  with companies reasonably satisfactory  to  Lender,
with standard mortgagee clauses attached to all policies in favor
of  and in form reasonably satisfactory to Lender.  The insurance
shall contain a provision requiring that the coverage will not be
terminated, canceled, amended or materially modified  without  at
least  30  days'  prior written notice, including additional  and
renewal  policies,  to Lender.  Borrower shall deliver  certified
copies  of  all policies to Lender, and, in the case of insurance
about  to  expire, such additional documentation  as  Lender  may
require  concerning such coverages and policies not less than  15
days prior to their respective expiration dates.

     5.13.     Tax Deposits.  In addition to the requirements  of
Section  1.6 above, Borrower shall deposit with Lender commencing
with  the  first interest payment due under the Loan and  on  the
first  day  of  each month thereafter until the  Indebtedness  is
fully paid, a sum equal to one-twelfth (1/12) of the total annual
taxes  and  assessments  (general  and  special)  respecting  the
Project, based upon Lender's reasonable estimate as to the amount
of  taxes  and assessments to be levied and assessed.  Borrower's
initial deposit shall be increased by an amount equal to Lender's
reasonable  estimate of the amount of such taxes to become  owing
on  the  due dates for the payment of such taxes less the monthly
payments  to be deposited hereunder prior to such due dates.   If
any  such taxes levied and assessed upon the Project are  also  a
levy  and assessment upon any other premises, the amount  of  any
deposit  hereunder shall be based upon the entire amount of  such
taxes  or assessments, and Borrower shall not apportion the total
amount  of the taxes or assessments levied or assessed as between
such other premises and the Project for the purposes of computing
the amount of any deposit hereunder.  Such deposits shall be held
without  any allowance of interest.  Such deposits shall be  used
for  the payment of such taxes and assessments on the Project  on
the  earliest possible date when such payments become due. If the
funds  so  deposited are insufficient to pay any  such  taxes  or
assessments  for  any  year when the same shall  become  due  and
payable, Borrower shall, within 10 business days after receipt of
demand therefor from Lender, deposit such additional funds as may
be  necessary to pay such taxes and assessments in full.  If  the
funds  so deposited exceed the amount required to pay such  taxes
and  assessments for the year, the excess shall be applied  on  a
subsequent deposit or deposits.  Said deposits need not  be  kept
separate  and  apart  from  other  funds  of  Lender.   Upon  the
occurrence  of  an Event of Default, Lender may, at  its  option,
without being required to do so, apply any monies at the time  on
deposit pursuant to this Section 5.13 on any of the Indebtedness,
in   such  order  and  manner  as  Lender  may  elect.  When  the
Indebtedness has been fully paid, any remaining deposits shall be
paid  to  Borrower or to the then owner or owners of the Project.
A  security interest within the meaning of the Uniform Commercial
Code  of the state in which the Borrower is organized as a  legal
entity,  or Illinois, as applicable, is hereby granted to  Lender
in  and  to  any monies at any time on deposit pursuant  to  this
Section 5.13, as additional security for the Indebtedness.   Such
funds  shall be applied by Lender for the purposes made hereunder
and shall not be subject to the direction or control of Borrower.
Lender shall not be liable for any failure to apply the funds  so
deposited  hereunder  to the payment of any particular  taxes  or
assessments  unless  Borrower, while not  in  default  hereunder,
shall  have  requested Lender in writing to make  application  of
such  funds to the payment of the particular taxes or assessments
for  payment  of  which they were deposited, accompanied  by  the
bills  for such taxes or assessments.  Lender shall not be liable
for  any act or omission taken in good faith or pursuant  to  the
instruction  of  any party, but shall be liable  only  for  gross
negligence or willful misconduct.

     5.14.      Payment of Obligations.  Borrower shall  pay  and
discharge,  or cause to be paid and discharged, all  indebtedness
and  obligations  of  Borrower  to  other  persons  promptly   in
accordance  with  normal terms and practices of  its  businesses,
before they shall become in default, as well as all lawful claims
for  labor,  materials and supplies which otherwise,  if  unpaid,
might  become a lien or charge upon its properties  or  any  part
thereof.

     5.15.     Notice of Event of Default.  Borrower shall furnish, or
cause to be furnished, to Lender, immediately upon becoming aware
of  the  existence of an Event of Default or any condition which,
with  the  giving  of  notice or lapse of time,  or  both,  would
constitute  an Event of Default, written notice of the  existence
of any such event or the existence of any such condition.

     5.16.     Hold Disbursements in Trust.  Other than the proceeds
of  the  Loan  which  will  be used for the  acquisition  of  the
Property  and  for  the  payment of costs  associated  therewith,
Borrower  will  receive  and  hold in  trust  all  advances  made
hereunder  directly to Borrower and Borrower will not  apply  the
same for any other purposes, until the closing of the advances of
Loan  funds and payment of expenses at closing for the particular
Lender  advance  (whether such payment is  made  by  Borrower  or
CFCD).

     5.17.     Single Purpose Entity.  The Borrower has not and shall
not:

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

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

     (c)  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  Lender's
consent;

     (d)   fail  to  preserve its existence  as  an  entity  duly
organized,  validly existing and in good standing (if applicable)
under  the  laws  of  the  jurisdiction of  its  organization  or
formation,  and qualification to do business in the  state  where
the  Project  is  located, if applicable, or  without  the  prior
written consent of Lender or its successors or assigns materially
amend, modify, terminate or fail to comply with the provisions of
this Agreement or Borrower Incorporation Documents;

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

     (f)   commingle  its assets with the assets of  any  of  its
shareholders, members, partners, principals, affiliates or of any
other person or entity;

     (g)   incur  any  debt,  secured  or  unsecured,  direct  or
contingent  (including guaranteeing any obligation),  other  than
indebtedness to Lender, except for trade payables in the ordinary
course  of  its  business  of owning and operating  the  Project,
provided  that such debt is not evidenced by a note and  is  paid
when due;

     (h)   become  insolvent  and  fail  to  pay  its  debts  and
liabilities 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  shareholders,
members principals and affiliates of Borrower, the affiliates  of
a  shareholder or principal of Borrower, and any other person  or
entity;

     (j)    enter  into  any  contract  or  agreement  with   any
shareholder, member, partner, principal or affiliate of Borrower,
or  any  shareholders,  member, 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
shareholder, member, partner, principal or affiliate of Borrower,
or  any  shareholder,  member, partner,  principal  or  affiliate
thereof; provided, however, that the provisions hereof shall  not
affect any other limitations on payments to affiliates set  forth
in this Agreement;

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

     (l)   fail  to correct any known misunderstandings regarding
the separate identity of Borrower;

     (m)   hold  itself out to be responsible for  the  debts  of
another entity or person;

     (n)   make  any  loans  or  advances  to  any  third  party,
including   any  shareholder,  member,  partner,   principal   or
affiliate  of  Borrower,  or  any shareholder,  member,  partner,
principal or affiliate thereof;

     (o)  fail to file its own tax returns;

     (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 its business solely in its own name in order not  (i)
to mislead others as to the identity of the party with which such
other  party  is  transacting business, or (ii) to  suggest  that
Borrower  is  responsible  for  the  debts  of  any  third  party
(including   any  shareholder,  member,  partner,  principal   or
affiliate  to  Borrower,  or  any shareholder,  member,  partner,
principal or affiliate thereof);

     (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 organization statute,  or
make an assignment for the benefit of creditors; or

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

     5.18.     Further Assurances.  Upon written notice from Lender,
Borrower  shall  provide  Lender with  such  further  assurances,
information and/or documentation as Lender may reasonably require
from time to time.

                           ARTICLE 6.
                       Negative Covenants

     6.1.   No Amendments.  Without Lender's prior written consent in
each instance, Borrower shall not:

     (a)  suffer or permit any material amendment or modification
or rejection of the Borrower Incorporation Documents;

     (b)   suffer  or  permit  the  amendment,  modification   or
rejection of any of the Operating Agreements.

     6.2.   Leases.  Borrower shall not, without the prior written
consent  of  Lender,  enter into any lease  or  other  rental  or
occupancy  arrangement or concession agreement for any  space  at
the  Project  or suffer or permit the amendment, modification  or
termination of any Leases or such lease or leases.

     6.3.   Lienable Work.  Borrower shall not, without Lender's prior
written approval, exercisable in Lender's sole discretion, permit
any mechanic's lienable work to be done to or for the benefit  of
the  Project  except  a) as disclosed in the Leases  approved  by
Lender,  b)  for  normal  repair and maintenance  (excluding  any
capital  improvements or replacements) in the ordinary course  of
business  or  c)  emergency repairs.  No capital improvements  or
replacements  of any capital items in the Project that would cost
more than the lesser of 10% of the Loan amount attributed to  any
Premises  location or 10% of the Loan amount outstanding  in  the
aggregate  at any time shall be commenced without Lender's  prior
written   approval   of  the  scope  of  work   the   plans   and
specifications,  the contractor, the construction  contract,  the
costs (including the costs of installation, labor and materials),
the  timing  and  manner of payment and the  sources  of  funding
thereof.

     6.4.    Use.  Without Lender's prior written consent in each
instance,  Borrower shall not use the Project  for  any  purposes
other  than  as  a  truck  terminal  and  related  incidental  or
ancillary  uses  which are permitted under the  applicable  legal
requirements.   .  Borrower shall not permit the Project  or  any
portion  thereof to be converted or take any preliminary  actions
which  could  lead to a conversion to condominium or  cooperative
form  of  ownership until such time as the Loan is paid in  full,
together with all interest thereon.

     6.5.   Property Manager.  Borrower shall not enter into  any
property  management  agreement without  Lender's  prior  written
consent.  Borrower shall not change any property manager or amend
or  terminate  any  management agreement or permit  the  property
manager,  if  any, to reduce substantially the  staffing  of  the
Project  without Lender's prior written consent.  No fee for  the
management  of  the Project shall be payable to Borrower  or  any
affiliate  of  Borrower, without Lender's prior  express  written
consent.

     6.6.   No Commingling Funds.  Borrower shall not commingle any
funds related to the Project with funds from any other property.

     6.7.   No Change in Nature of Business.  Borrower shall not make
any  material change in the nature of its business carried on  as
of the date hereof.

     6.8.   No Mergers, Consolidations, Sales.  Borrower shall not be
a  party  to  any merger, consolidation or exchange of  ownership
interests,  or purchase or otherwise acquire all or substantially
all  of  the  assets or stock of any class of, or any membership,
partnership  or  joint venture interest in, any other  person  or
entity, or sell, transfer, convey or lease all or any substantial
part  of its assets, or sell or assign, with or without recourse,
any receivables.

     6.9.   No Change in Ownership/Management.  Borrower shall not
permit  any  person or entity to become a member  or  manager  of
Borrower  or  permit  any  member to  assign,  transfer,  pledge,
hypothecate or sell any interest in Borrower or permit and change
of the managers of Borrower. Borrower shall provide Lender with a
sworn  statement at reasonable intervals as requested  by  Lender
that no such change of ownership or the managers of Borrower  has
occurred  during  the  preceding period.  In  the  event  of  any
transfer  permitted  under this Section, such  new  member  shall
execute  an  Assignment  of  Membership  Interest  in  form   and
substance acceptable to Lender.

     6.10.     Other Agreements.  Borrower shall not enter into any
agreement  containing any provision which would  be  violated  or
breached by the performance of its obligations hereunder or under
any  instrument  or document delivered or to be delivered  by  it
hereunder  or  in connection herewith or which would  violate  or
breach  any  provision  hereof  or  of  any  such  instrument  or
document.

     6.11.     Debt.  Borrower shall not, directly or indirectly,
incur  any  debt  or  enter  into any guarantees,  hypothecation,
contracts  or  other agreements which would make Borrower  liable
for any debt or expense outside the ordinary course of Borrower's
operations.

     6.12.     Application of Loan Proceeds.  Borrower shall not use
or  apply any portion of any funds provided by Lender pursuant to
the  Loan  Documents for any purpose other than as set  forth  in
Section 1.1 of this Agreement.

     6.13.     Other Encumbrances.  Borrower shall not hereafter grant
or  allow to be sustained a security interest, lien, mortgage  or
encumbrance  upon the Project or any portion thereof  other  than
the Permitted Encumbrances.

     6.14.     Sale or Refinancing.  Borrower shall not sell, assign,
transfer,  convey, mortgage, pledge, lease or otherwise  alienate
or encumber the Project or any interest therein, whether legal or
equitable, except in the event of full payment of the Loan  or  a
partial  repayment that fully releases the Property  in  question
from  the  Loan (such partial release shall require  a  principal
payment  reducing  principal by the amount  established  for  the
Property  to  be released, as shown on Schedule 6.14 hereto,  and
Borrower satisfaction of the terms and provisions in the attached
Schedule 8.23).

     6.15.     Assertion of Certain Claims and Defenses.  To  the
extent  permitted  by applicable law, neither  Borrower  nor  any
Guarantor  shall  assert in any judicial  proceeding  any  lender
liability  claim  or  counterclaim,  the  defense  of   lack   of
consideration or violation of any applicable usury  laws  or  any
similar   legal   or  equitable  defense  to  the   validity   or
enforceability of this Agreement or any other Loan Document.

     6.16.     Compensation and Fees.  Borrower shall not pay  to
Borrower  or  any  affiliates of Borrower or  any  Guarantor  any
compensation or fees for services rendered.  Notwithstanding  any
other  provision of the Loan Documents, there are no  express  or
implied  limitations  on  repayment of capital  contributions  or
distributions by Borrower that Borrower may make to  its  Member,
or  that  its  Member may make to CFCD, except as  follows:   (i)
Borrower  will in any event comply with provisions  of  the  Loan
Documents   concerning  handling  of  proceeds   from   insurance
condemnation, rents and proceeds from the Property in  accordance
with  the  Loan Documents, (ii) Borrower not violate the  express
provisions  of  Section 5.17, (iii) Borrower will not  make  such
repayments or distributions during the continuance of an Event of
Default  or  if it would render Borrower insolvent or  unable  to
meet  its  obligations under the Loan Documents; and (iv)  Member
will  not  make  such repayments or distributions to  its  member
during the continuance of an Event of Default known to it  or  as
to which it has received notice from Lender.

     6.17.     Loans, Advances, Guaranties.  Borrower shall not lend
or advance money or credit to any person or entity or purchase or
repurchase  (or agree, contingently or otherwise, to do  so)  the
indebtedness of, or assume, guarantee (directly or indirectly  or
by  an instrument having the effect of assuming another's payment
or  performance of any obligation or capability of so  doing,  or
otherwise),  or endorse or otherwise become liable,  directly  or
indirectly,  with respect to the obligations, stock or  dividends
of any person or entity.

     6.18.     Non-Competition.  Neither Borrower, any Guarantor nor
any  of  their members shall, during the term of the Loan  become
directly  or  indirectly interested in any  business  competitive
with   the   business   of  Borrower,  whether   as   proprietor,
stockholder,   member,  director,  manager,  partner,   employee,
trustee, beneficiary or in any other capacity.

     6.19.     Other Business.  Borrower shall not engage in any trade
or  business other than the ownership and the operations  of  the
Project.

                           ARTICLE 7.
         Events of Default; Acceleration of Indebtedness

     7.1.   Events of Default.  The occurrence of any one or more of
the following events, automatically and without notice (except as
expressly provided below) shall constitute an "Event of  Default"
under this Agreement:

     (a)   failure of Borrower to pay punctually when due any  of
the  Indebtedness, including any payment due under the Note, this
Agreement,  or the Loan Documents, if such failure is  not  cured
within  any notice and/or grace period provided therein (however,
during  any  twelve  (12)  month period,  if  Borrower's  monthly
payment  is  late  once, Lender will send a notice,  and  if  the
payment  is  received  by Lender within five  (5)  days  of  such
notice,  then such default shall not be treated as  an  Event  of
Default);

     (b)   failure of Borrower to pay monthly when due any of the
deposits to the Tax Reserve Accounts;

     (c)    default   or  breach  of  any  agreement,   covenant,
representation  or  warranty other  than  as  set  forth  in  any
subsection  hereof  which is not cured within  thirty  (30)  days
after written notice thereof from Lender;

     (d)    default  and  the  expiration  of  any  cure   period
applicable thereto under any other Loan Document;

     (e)    default  and  the  expiration  of  any  cure   period
applicable thereto under any of the Operating Agreements;

     (f)  Borrower or any Guarantor shall make application for or
seek  relief or protection of itself or for the benefit of  their
creditors  under any of the sections, chapters or  provisions  of
Title  11  of  the United States Code, 11 U.S.C.   101  et.  seq.
(the  "Bankruptcy  Code"), or (ii) any other  Federal,  state  of
local  insolvency  or  debtor  relief  law,  or  any  involuntary
petition  (which  is not dismissed within sixty (60)  days  after
filing)  is filed against Borrower or any Guarantor or under  any
section, chapter or provision of the Bankruptcy Code;

     (g)  any material statement, report, or certificate made  or
delivered  by Borrower, any Guarantor, or any of their  partners,
members, shareholders, officers, employees, or agents, to  Lender
is not true and correct;

     (h)  payroll tax deposits are not made by Borrower when due,
which  failure  is not cured within three (3) days after  written
notice thereof from Lender;

     (i)   any  of the collateral intended to be secured  by  the
Loan  Documents  or  any other of Borrower's or  any  Guarantor's
assets  are  attached, seized, subjected to a  writ  or  distress
warrant, or are levied upon, or come within the possession of any
receiver,  trustee,  custodian or assignee  for  the  benefit  of
creditors  and such warrant or levy is not dismissed or  reversed
within sixty (60) days;

     (j)  Borrower or any Guarantor is enjoined, restrained or in
any  way  prevented  by court order from conducting  all  or  any
material  part  of  its business affairs and such  order  is  not
dismissed or reversed within thirty (30) days;

     (k)   the bankruptcy, liquidation, dissolution or merger  of
Borrower,  Tenant, its sole member, or any Guarantor, or  if  any
Guarantor attempts to revoke or disclaim its Guarantee;

     (l)   an  application is made by Borrower or  any  Guarantor
for, or a court of competent jurisdiction orders, the appointment
of  a receiver, trustee, examiner or custodian for Borrower,  any
Guarantor or for any of the collateral or any other of Borrower's
or  any Guarantor's assets which in the case of a court order  is
not stayed or vacated within fifteen (15) days;

     (m)    there   is  a  monetary  variance  in  any  financial
information   or  computation  submitted  by  Borrower   (or   on
Borrower's behalf) in excess of five percent (5%); or

     (n)   for  any reason, other than failure of Lender to  take
any  action available to it to maintain perfection of  the  liens
created  in  favor of Lender pursuant to the Loan Documents,  any
Loan  Document ceases to be in full force and effect or any  lien
with  regard to any of the collateral intended to be  secured  by
the  Loan Documents ceases to be, or is not valid, perfected  and
prior to all other liens, other than the Permitted Exceptions, or
is terminated, revoked or declared void or invalid.

     (o)   Any material adverse change occurs with respect to (i)
the  Property,  (ii)  an individual line item  contained  in  the
Budget  without  Lender's  prior  written  consent  o  (iii)  the
financial  condition or credit standing of Borrower or  Guarantor
(or  if  Borrower or Guarantor is a partnership,  joint  venture,
trust  or  other  business  association,  in  any  of  the  joint
ventures,  partners, beneficiaries or other beneficial owners  of
such  entity)  which  causes  Lender to  reasonably  deem  itself
insecure.

     7.2.   Acceleration; Remedies.  Upon the occurrence of an Event
of  Default,  unless Lender elects to waive such default  in  its
sole  and  absolute discretion, all amounts due Lender under  the
Loan  Documents shall become immediately due and payable  without
notice  to  Borrower and Lender shall be entitled to all  of  the
rights  and remedies provided in the Loan Documents or at law  or
in equity. Each remedy provided in the Loan Documents is distinct
and  cumulative  of all other rights or remedies under  the  Loan
Documents  or  afforded by law or equity, and  may  be  exercised
concurrently,  independently,  or  successively,  in  any   order
whatsoever.   Upon  the occurrence of an Event  of  Default,  and
notwithstanding the automatic stay set forth in section 362(a) of
the  Bankruptcy Code, (a) Lender shall thereupon be  entitled  to
immediate  relief from any automatic stay imposed by Section  362
of  the Bankruptcy Code, or otherwise, on or against the exercise
of  the  rights  and remedies otherwise available  to  Lender  as
provided  herein,  in the Note, or in the Loan Documents,  or  as
otherwise  provided  at  law  or in equity;  (b)  Borrower  shall
consent  and  does  hereby consent to Lender's  relief  from  any
aforementioned  stay  and  to Lender's  exercise  of  the  rights
otherwise  available  to  Lender herein,  in  the  Note  or  Loan
Documents; (c) Borrower shall not seek or apply for any expansion
of  the  provisions of Section 362 of the Bankruptcy Code or  any
injunction against Lender's exercise of its rights herein, in the
Note or Loan Documents; (d) Lender shall be entitled to remain in
possession  of  the  Project or any other collateral  pledged  to
secure  any obligation of Borrower to Lender, and to collect  the
rents  therefrom and Borrower shall and hereby consents  thereto;
(e)  Borrower shall consent to a cash collateral order in a  form
acceptable   to  the  Lender,  in  Lender's  sole  and   absolute
discretion, if requested by Lender; and (f) Borrower  shall  not,
without  Lender's  prior consent (exercisable  in  Lender's  sole
discretion),  seek any extension of any time period within  which
to file or obtain confirmation of any plan of reorganization.

     7.3.   Waiver of Certain Rights.

     (a)   Borrower expressly and irrevocably waives and releases
any right to claim, in a bankruptcy court or in any other Federal
court  or  state  court,  that  any stay,  injunction,  or  other
restraint  or prohibition of any kind should be issued,  imposed,
or  reimposed with respect to the terms of this Agreement,  which
waiver  and release includes (but is not limited to) any and  all
proceedings  for injunctive relief of any kind  filed  by  or  on
behalf  of  Borrower pursuant to Bankruptcy  Code  105  or   362,
Bankruptcy  Rule  7065,  Rule  of  the  Federal  Rules  of  Civil
Procedure,  or  any  other or similar substantive  or  procedural
provisions  of Federal law, state law, or Federal or state  rules
of procedure.

     (b)   Until  the  Agreement is performed  in  its  entirety,
Borrower will not petition for, agree to, support, or permit  the
filing  of  a bankruptcy case under any chapter of the Bankruptcy
Code,  whether  voluntary  or  involuntary,  by  or  against  it.
Borrower will oppose the filing of any such bankruptcy case;  and
Borrower  will  make all reasonable efforts  to  cause  any  such
bankruptcy case to be dismissed if it is filed.

     (c)   Borrower knows and understands that there  are  rights
and  remedies  provided under the Bankruptcy  Code,  the  Federal
Rules  of Civil Procedure, and the Bankruptcy Rules, pursuant  to
which  parties otherwise bound by a previously entered order  can
attempt   to  obtain  relief  from  such  an  order  by  alleging
circumstances which may warrant a change or modification  in  the
order,  or  circumstances such as fraud,  mistake,  inadvertence,
excusable neglect, newly discovered evidence, or similar  matters
which  may  justify  vacating the order  entirely,  or  otherwise
changing  or modifying it (collectively "Changed Circumstances").
With full knowledge and understanding of what are, or may be, its
present  or  future rights and remedies based on  allegations  of
Changed  Circumstances,  Borrower:  (i) expressly  disavows  that
there  are  any  matters which constitute  any  kind  of  Changed
Circumstances  as  of the date hereof; and (ii)  in  all  events,
expressly waives any and all rights and remedies which it has, or
may   have,   now  or  in  the  future,  based  on  any   Changed
Circumstances, and Borrower voluntarily assumes the risk  of  any
Changed Circumstances.

                           ARTICLE 8.
                          Miscellaneous

     8.1.   Expenditures and Expenses.  Borrower agrees to promptly
pay  all  reasonable Costs incurred by Lender in connection  with
the underwriting, approval, documentation, modification, workout,
collection  or  enforcement  of the  Loan  or  any  of  the  Loan
Documents (as applicable) and all such Costs shall be included as
additional indebtedness bearing interest at the Default Rate  set
forth  in  the Note until paid.  For the purposes hereof  "Costs"
shall  mean  all expenditures and expenses which may be  paid  or
incurred  by  or  on  behalf of Lender  including  repair  costs,
payments  to remove or protect against liens, attorneys' (primary
and  local) and legal fees and costs (including, but not  limited
to,   all   appellate   level  and  post-judgment   proceedings),
receivers'  fees, appraisers' fees, engineers' fees, accountants'
fees,  independent  consultants'  fees  (including  environmental
consultants), all costs and expenses incurred in connection  with
any  of  the foregoing, Lender's out-of-pocket costs and expenses
related  to any audit or inspection of the Property, outlays  for
documentary   and   expert   evidence,  stenographers'   charges,
documentary  transfer and stamp taxes, escrow  fees,  publication
costs,  and  costs  (which may be estimates as  to  items  to  be
expended  after entry of an order or judgment) for procuring  all
such  abstracts  of title, title searches and examination,  title
insurance policies, and similar data and assurances with  respect
to  title  as  Lender  may deem reasonably  necessary  either  to
prosecute any action or to evidence to bidders at any sale of any
collateral the true condition of the title to, or the  value  of,
such collateral.

     8.2.   Right to Cure.  Lender may from time to time, in its sole
and  absolute discretion (but shall have no obligation to do so),
for  Borrower's account and at Borrower's expense, pay any amount
or  do  any act required of Borrower hereunder or required  under
the  Loan  Documents or requested by Lender to preserve, protect,
maintain   or  enforce  the  Loan,  the  Project  or  any   other
collateral, and which Borrower fails to pay or do or cause to  be
paid or done, including, without limitation, payment of insurance
premiums,  taxes or assessments, warehouse charge,  finishing  or
processing charge, landlord's claim, and any other lien  upon  or
with  respect  to  the Properties or any other  collateral.   All
payments that Lender makes pursuant to this Section and all  out-
of-pocket  costs  and  expenses that Lender  pays  or  incurs  in
connection with any action taken by it hereunder shall be  deemed
Costs.  Any payment made or other action taken by Lender pursuant
to this Section shall be without prejudice to any right to assert
an Event of Default hereunder and to pursue Lender's other rights
and remedies with respect thereto.

     8.3.   Disclosure of Information.  Borrower agrees that Lender
shall  have the right (but shall be under no obligation) to  make
available to any party for the purpose of granting participations
in  or  selling, transferring, assigning or conveying all or  any
part  of the Loan (including any governmental agency or authority
and  any  prospective bidder at any sale of the Project) any  and
all information which Lender may have with respect to the Project
and  Borrower, whether provided by Borrower, any Guarantor or any
third  party  or  obtained  as  a  result  of  any  environmental
assessments. Borrower and Guarantor agree that Lender shall  have
no  liability  whatsoever  as a result  of  delivering  any  such
information  to any third party, and Borrower and  Guarantor,  on
behalf  of  themselves and their successors and  assigns,  hereby
release  and discharge Lender from any and all liability, claims,
damages, or causes of action, arising out of, connected  with  or
incidental to the delivery of any such information to  any  third
party.

     8.4.   Sale of Loan.  Lender, at any time and without the consent
of  Borrower  or  any Guarantor, may grant participations  in  or
sell,  transfer,  assign and convey all or  any  portion  of  its
right, title and interest in and to the Loan, this Agreement  and
the other Loan Documents, any guaranties given in connection with
the  Loan  and  any  collateral given to  secure  the  Loan.   In
addition,   notwithstanding  anything  herein  to  the  contrary,
Borrower  agrees that Lender may assign, pledge or transfer  this
Agreement  and  its  rights hereunder and the assignee  shall  be
entitled  to the performance of all of Borrower's agreements  and
obligations under this Agreement and shall be entitle to  enforce
all  the rights and remedies of Lender under this Agreement,  for
the  benefit of assignee, as fully as if assignee were herein  by
name  specifically  given  such rights  and  remedies.   Borrower
expressly  agrees that it will assert no claims or defenses  that
it  may  have  against Lender against the assignee, except  those
specifically available under this Agreement.

     8.5.   Forbearance by Lender Not a Waiver.  Any forbearance by
Lender  in exercising any right or remedy under any of  the  Loan
Documents, or otherwise afforded by applicable law, shall not  be
a  waiver  of  or preclude the exercise of any right  or  remedy.
Lender's acceptance of payment of any sum secured by any  of  the
Loan Documents after the due date of such payment shall not be  a
waiver  of  Lender's right to either require prompt payment  when
due  of  all  other sums so secured or to declare a  default  for
failure  to make prompt payment. The procurement of insurance  or
the  payment  of taxes or other liens or charges by Lender  shall
not  be a waiver of Lender's right to accelerate the maturity  of
the  Loan, nor shall Lender's receipt of any awards, proceeds  or
damages  operate  to cure or waive Borrower's or any  Guarantor's
default  in payment or sums secured by any of the Loan Documents.
With  respect to all Loan Documents, only waivers made in writing
by Lender shall be effective against Lender.

     8.6.    Waiver of Statute of Limitations and Other Defenses.
Borrower  and  Guarantors hereby waive the right  to  assert  any
statute  of  limitations or any other defense as  a  bar  to  the
enforcement  of the lien created by any of the Loan Documents  or
to any action brought to enforce the Note or any other obligation
secured by any of the Loan Documents.

     8.7.   Governing Law; Severability.  This Agreement and the Loan
Documents  shall be governed by and construed in accordance  with
the  internal  laws  of the State of Illinois.   The  invalidity,
illegality or unenforceability of any provision of this Agreement
shall   not   affect   or  impair  the  validity,   legality   or
enforceability of the remainder of this Agreement,  and  to  this
end,  the  provisions  of  this  Agreement  are  declared  to  be
severable.

     8.8.   Relationship and Indemnity.

          (a)  The relationship between Lender and Borrower shall
     be  that  of creditor-debtor only. No term in this Agreement
     or  in  the  other Loan Documents and no course  of  dealing
     between   the  parties  shall  be  deemed  to   create   any
     relationship of agency, partnership or joint venture or  any
     fiduciary duty by Lender to any other party.

          (b)   To  the fullest extent permitted by law, Borrower
     hereby  agrees  to  indemnify, protect,  hold  harmless  and
     defend   Lender,  its  successors,  assigns   and   members,
     shareholders,  directors, officers,  employees,  and  agents
     from  and  against  any  and  all  losses,  damages,  costs,
     expenses  (including reasonable attorneys' fees  [including,
     but  not  limited to, all appellate level and  post-judgment
     proceedings]),  claims, proceedings,  penalties,  fines  and
     other  sanctions  in connection with (a)  the  Project,  the
     collateral   or  any  act  or  omission  of  Borrower,   any
     Guarantor, or their respective employees or agents,  whether
     actual  or alleged, and (b) any and all brokers' commissions
     or  other  costs of similar type by any party in  connection
     with  the  Loan.   Upon written request  by  an  indemnitee,
     Borrower  will undertake, at its own costs and  expense,  on
     behalf of such indemnitee, using counsel satisfactory to the
     indemnitee  in such indemnitee's reasonable discretion,  the
     defense  of  any legal action or proceeding whether  or  not
     such  indemnitee  shall  be  a  party  and  for  which  such
     indemnitee  is entitled to be indemnified pursuant  to  this
     Section.  At  Lender's  option, Lender  may,  at  Borrower's
     expense,  prosecute  or  defend  any  action  involving  the
     priority, validity or enforceability of the Mortgage.

     8.9.   Notice.  Any notice or other communication required or
permitted  to  be  given  shall be in writing  addressed  to  the
respective party as set forth below and may be personally served,
telecopied or sent by overnight courier or U.S. Mail and shall be
deemed  given:  (a)  if served in person,  when  served;  (b)  if
telecopied,  on  the  date of transmission if  before  3:00  p.m.
(Chicago  time) on a business day; provided that a hard  copy  of
such notice is also sent pursuant to (c) or (d) below; (c) if  by
overnight  courier, on the first business day after  delivery  to
the  courier;  or  (d) if by U.S. Mail, certified  or  registered
mail,  return  receipt  requested on the fifth  (5th)  day  after
deposit in the mail postage prepaid.

Notices to Borrower:     CFCD 2002A LLC
                         c/o Consolidated Freightways
                         Corporation of Delaware
                         16400 SE CF Way
                         Vancouver, WA  98683
                         Attention:  Kerry Morgan
                         Fax No.: (360) 448-4303

With a copy to:          Consolidated Freightways Corporation
                         16400 SE CF Way
                         Vancouver, WA  98683
                         Attention:  Corporate Counsel
                         Fax No.: (360) 448-4329

With a copy to:          Stoel Rives LLP
                         900 SW Fifth Avenue
                         Suite 2600
                         Portland, OR  97204-1268
                         Attention:  David W. Green
                         Fax No.:  (503) 220-2480

Notice to Lender:        JDI STERLING, L.L.C.
                         c/o JDI Realty, L.L.C.
                         150 S. Wacker Drive
                         Suite 2660
                         Chicago, IL  60606
                         Attention:  Jeffrey I. Aeder and
                             Kevin C. Connor
                         Fax:  (312) 782-4563

With a copy to:          Levenfeld Pearlstein
                         33 W. Monroe Street
                         21st Floor
                         Chicago, IL  60603
                         Attention:  Marc S. Joseph
                         Fax:  (312) 346-8434


     8.10.      Successors and Assigns Bound; Joint  and  Several
Liability;  Agents; and Captions.  The covenants  and  agreements
contained  in  the  Loan Documents shall  bind,  and  the  rights
thereunder shall inure to, the respective successors and  assigns
of  Lender, Borrower and the Guarantor, subject to the provisions
of  this Agreement. All covenants and agreements of Borrower  and
the  Guarantor  shall  be joint and several.  In  exercising  any
rights  under  the Loan Documents or taking any actions  provided
for  therein,  Lender  may act through its employees,  agents  or
independent contractors as authorized by Lender.

     8.11.     Headings.  The captions and headings of the paragraphs
of this Agreement are for convenience only and are not to be used
to interpret or define the provisions hereof.

     8.12.      Terms  and Usage.  As used in the Loan  Documents
"business day" means any day, other than a Saturday or a  Sunday,
when banks in Chicago, Illinois are not required or authorized to
be closed.

     8.13.     Loss of Note.  Upon notice from Lender of the loss,
theft,  or  destruction  of  the Note  and  upon  receipt  of  an
indemnity reasonably satisfactory to Borrower from Lender, or  in
the  case  of  mutilation  of the Note,  upon  surrender  of  the
mutilated  Note, Borrower shall make and deliver a  new  note  of
like tenor in lieu of the then to be superseded Note.

     8.14.      Time of Essence.  Time is of the essence of  this
Agreement  and  the  performance of each  of  the  covenants  and
agreement contained herein.

     8.15.     Service of Process/Venue.  Borrower hereby consents to
service of process, and to be sued, in the State of Illinois  and
consents  to  the  jurisdiction of the courts  of  the  State  of
Illinois,  Cook County and the United States District  Court  for
the Northern District of Illinois as well as the jurisdiction  of
all  courts  from which an appeal may be taken from such  courts,
for  the purpose of any suit, or other proceeding arising out  of
any  of their obligations hereunder, and expressly waive any  and
all  objections they may have as to venue in any such courts  and
consents  that  all  such  services of process  may  be  made  by
certified mail return receipt requested, directed to Borrower  at
the  address  indicated  herein and  service  so  made  shall  be
complete five (5) days after the same has been deposited  in  the
U.S.  mails as aforesaid.  Further, in Lender's sole and absolute
discretion,  suits  to  enforce this  Agreement  or  in  any  way
relating  to the subject matter of this Agreement may be  brought
by  Lender in any court located within the State or County  where
any  portion  of  the real property included in  the  Project  is
located   or   in  the  United  States  District   Court   having
jurisdiction  over  all  or  any portion  of  the  real  property
included in the Project.

     8.16.     Jury Trial Waiver.  BORROWER AND LENDER HEREBY WAIVE
THEIR  RESPECTIVE  RIGHTS TO A TRIAL BY JURY  IN  ANY  ACTION  OR
PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF  THIS
AGREEMENT   AND   THE  BUSINESS  RELATIONSHIP   THAT   IS   BEING
ESTABLISHED.   THIS   WAIVER  IS  KNOWINGLY,  INTENTIONALLY   AND
VOLUNTARILY   MADE   BY   BORROWER  AND  LENDER,   AND   BORROWER
ACKNOWLEDGES THAT NEITHER LENDER NOR ANY PERSON ACTING ON  BEHALF
OF  LENDER  HAS MADE ANY REPRESENTATIONS OF FACT TO INCLUDE  THIS
WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN ANY WAY
MODIFY  OR  NULLIFY  ITS EFFECT. BORROWER AND LENDER  ACKNOWLEDGE
THAT  THIS  WAIVER  IS  A MATERIAL INDUCEMENT  TO  ENTER  INTO  A
BUSINESS  RELATIONSHIP, THAT EACH OF THEM HAS ALREADY  RELIED  ON
THIS WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH OF THEM
WILL  CONTINUE  TO  RELY ON THIS WAIVER IN THEIR  RELATED  FUTURE
DEALINGS. BORROWER AND LENDER FURTHER ACKNOWLEDGE THAT THEY  HAVE
BEEN  REPRESENTED (OR HAVE HAD THE OPPORTUNITY TO BE REPRESENTED)
IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS WAIVER
BY INDEPENDENT LEGAL COUNSEL.

     8.17.      Counterparts.  This Agreement may be executed  in
counterparts, contain more than one counterpart of the  signature
page,  and be executed by the affixing of the signatures of  each
of  the  parties  to  one  or more of such counterpart  signature
pages.  All of such counterpart signature pages shall be read  as
though  one,  and they shall have the same force  and  effect  as
though all of the signers had signed a single signature page.

     8.18.     Final Agreement/Modification.  This Agreement, together
with   the  other  Loan  Documents,  is  intended  as  the  final
expression  of  the agreement between Borrower  and  Lender.  All
prior  discussions, negotiations and agreements are of no further
force  and effect. This Agreement can be modified only in writing
executed by all parties.

     8.19.     Continuing Agreement.  This Agreement shall in all
respects be a continuing agreement and shall remain in full force
and  effect  (notwithstanding,  without  limitation,  the  death,
incompetency or dissolution of any of Borrower or any Guarantor).

     8.20.     No Third Party Beneficiaries.  This Agreement, the
Mortgage, the Note and the other Loan Documents are made for  the
sole  benefit  of Lender and Borrower, and no other  party  shall
have any legal interest of any kind under or by reason of any  of
the foregoing.  Whether or not Lender elects to employ any or all
the  rights, powers or remedies available to it under any of  the
foregoing,  Lender shall have no obligation or liability  of  any
kind to any third party by reason of any of the foregoing or  any
of   the  Lender's  actions  or  omissions  pursuant  thereto  or
otherwise in connection with this transaction.

     8.21.     ACKNOWLEDGMENT.  BORROWER ACKNOWLEDGES THAT IT HAS
THOROUGHLY  READ  AND REVIEWED THE TERMS AND PROVISIONS  OF  THIS
AGREEMENT, THE ATTACHED SCHEDULES AND THE LOAN DOCUMENTS  AND  IS
FAMILIAR  WITH  THE TERMS OF SAME; THAT THE TERMS AND  PROVISIONS
CONTAINED IN THIS AGREEMENT HAVE BEEN THOROUGHLY READ BY BORROWER
AND   ARE   CLEARLY  UNDERSTOOD  AND  FULLY  AND  UNCONDITIONALLY
CONSENTED  TO  BY  BORROWER.  BORROWER HAS HAD FULL  BENEFIT  AND
ADVICE  OF  COUNSEL OF ITS SELECTION, IN REGARD TO  UNDERSTANDING
THE  TERMS,  MEANING,  AND EFFECTS OF THIS  AGREEMENT.   BORROWER
FURTHER ACKNOWLEDGES THAT ITS EXECUTION OF THIS AGREEMENT AND THE
LOAN   DOCUMENTS  IS  DONE  FREELY,  VOLUNTARILY  AND  WITH  FULL
KNOWLEDGE,  AND  WITHOUT  DURESS,  AND  THAT  IN  EXECUTING  THIS
AGREEMENT AND THE LOAN DOCUMENTS, BORROWER HAS RELIED ON NO OTHER
REPRESENTATIONS, EITHER WRITTEN OR ORAL, EXPRESS OR IMPLIED, MADE
TO  IT  BY  ANY  OTHER  PARTY  TO THE  AGREEMENT;  AND  THAT  THE
CONSIDERATION RECEIVED BY BORROWER UNDER THIS AGREEMENT  AND  THE
LOAN DOCUMENTS AND HAS BEEN ACTUAL AND ADEQUATE.

     8.22.     Additional Terms.  The parties have approved,  for
attachment  to  each  Mortgage, a Rider  which  includes  certain
clarifications and modifications to the Mortgage and  other  Loan
Documents (the "Rider"), which is incorporated therein and herein
by this reference.

     8.23.     Conditions for Partial Release.  Unless an Event of
Default has occurred and is then continuing or circumstances then
exist  which  with  the passage of time and/or giving  of  notice
would  constitute  an  Event of Default,  and  provided  that  no
amounts  under the Loan are then due and owing, Borrower will  be
entitled  to  obtain a release of one or more of  the  Properties
from  the  Loan  Documents and all lien  and  security  interests
created  pursuant  to  this  Agreement,  provided  that  Borrower
satisfies  each  of  the conditions for such  release  stated  in
Schedule 8.23 attached hereto and makes the payments described in
such Schedule.

     8.24.     Release.  The obligations of Borrower and Guarantor,
and  their successors and assigns, on the Loan Documents and  the
covenants  and restrictions contained in this Loan Agreement  and
the Loan Documents shall terminate as of the date of repayment of
the Loan or Lender's acquisition (by foreclosure, deed in lieu of
foreclosure or otherwise) of the Project, and as to any  Project,
upon release of the Project from the lien of the Mortgage (except
as  to matters, such as indemnification, which by their terms are
to  survive  such events as to matters which occurred or  accrued
prior to such termination).

     8.25.     Announcements and Advertisements.  The parties will
reasonably  cooperate  with each other  in  connection  with  any
issuance  of  any  public announcement by Lender concerning  this
transaction.  Lender will not make public announcements or  place
advertisements  or issue publicity which identifies  Borrower  or
Guarantor  or  their affiliates by name as the  borrower  of  the
Loan,  but  may publicize the amount of the Loan and  the  nature
generally  of  the type of properties that are  included  as  the
Property  in  the  ordinary  course of  their  businesses.   This
section  will  not  affect Lender's right to provide  information
about  the  Loan  to  any  actual  or  prospective  purchaser  in
connection with any transaction pursuant to Section 8.4 or to any
regulatory  body, court or third party having a right  to  obtain
information about the Loan.

     8.26.     Sale of Loan.  No portion of or interest in the Loan
will  be sold, assigned or conveyed by Lender to any third  party
known  or  reasonably believed by Lender to  be  engaged  in  the
business   of  providing  freight  transportation,  air   freight
forwarding,  third  party  logistics, and  carrier  services  for
products  being  transported in the  United  States,  Canada  and
Mexico.

     8.27.     Amended and Restated Instrument.  This Agreement is an
amended and restated instrument, which amends and restates in its
entirety  the  previously  signed Loan  Agreement  of  even  date
herewith  which was signed in connection with the First  Funding.
Notwithstanding  the date of this Agreement and/or  the  date  on
which  this Agreement may be signed or delivered by the  parties,
this  Agreement  will  not  take  effect  unless  and  until  all
conditions for funding of the Second Funding are met to  Lender's
satisfaction  and Lender advances to Borrower the Second  Funding
portion  of the Loan.  If the Second Funding does not  occur  for
any  reason,  this Agreement shall be null and  void  and  of  no
effect  and the Loan Agreement delivered in conjunction with  the
First Funding shall remain in full force and effect.

    8.28  Addition of Projects at Second Funding.  Effective  at,
and  as  of, the Closing Date of the Second Funding, each Project
that is included in the Second Funding is also added to, and made
a  part  of,  each  reference in the  Loan  Documents  that  were
executed at the First Closing that refer to the real and personal
property,  assignment of rents and leases, and  other  collateral
for  the  Loan, as though specifically listed in each  such  Loan
Document.   In furtherance thereof, the parties have  executed  a
supplemental indenture as to each Mortgage included in the  First
Funding  in  order to specifically reference (i)  the  additional
Loan  amount funded at the Second Funding as part of the  "Loan,"
and  (ii)  the  additional  Loan  Documents  (as  defined  below)
delivered at the Second Funding as part of the "Loan Documents."

      Borrower hereby ratifies, affirms, reaffirms, acknowledges,
confirms and agrees that from the First Funding until the  Second
Funding the original Loan Documents and from and after the Second
Funding the Loan Documents (as supplemented hereby and including,
but   not   limited   to,   original,  additional   and   amended
instruments):   (i)  represent  the  legal,  valid,  binding  and
enforceable  obligations of such parties  (as  applicable);  (ii)
there are no existing claims, defenses, personal or otherwise, or
rights  of  setoff  whatsoever available  to  such  parties  with
respect  to  any  of  such instruments; and (iii)  no  event  has
occurred and no condition exists which would constitute a default
under  such instruments or this Agreement, either with or without
notice  or  lapse  of  time,  or both.   Except  as  specifically
modified pursuant to this Agreement, all the terms and provisions
of the Loan Documents are hereby ratified and reaffirmed.

      8.29 No Relinquishment or Novation of Existing Liens.  This
Agreement,  the  Loan  Documents  as  defined  herein,  and   the
supplemental indentures referenced in Section 8.28  shall  in  no
way  act  as  a release or relinquishment of the original  liens,
security interests and rights including, but not limited to,  the
priority  thereof  (collectively  called  the  "Liens")  securing
payment of the indebtedness secured thereby or a novation of  any
of  the  Loan  Documents  delivered  at  the  First  Funding  (as
supplemented   or   amended  hereby  and  by   any   supplemental
indenture), including without limitation the Liens created by the
Mortgages.   The Liens are hereby confirmed, continued,  ratified
and reconfirmed in all respects.

        8.30   Additional   Certificates,   Representations   and
Warranties.   In  addition to the certifications, representations
and  warranties set forth in the Note, the Amended  and  Restated
Note  together with all Loan Documents (including those  relating
to  the First Funding, the Second Funding, or both), and the Loan
Documents, Borrower hereby certifies, represents and warrants  to
Lender that:

         (a)   The  Loan  Documents have  been  duly  authorized,
     executed and delivered by Borrower and constitute valid  and
     legally  binding obligations enforceable against each  party
     thereto  in accordance with their terms.  The execution  and
     delivery   of  this  instrument  and  compliance  with   the
     provisions   hereof  and  thereof  under  the  circumstances
     contemplated  herein  and  therein  do  not  and  will   not
     conflict  with  or constitute a breach or  violation  of  or
     default  under  the  agreement  creating  Borrower  or   any
     agreement  or other instrument to which Borrower, Guarantor,
     CFCD  (as  hereinafter defined) or any of them, is a  party,
     or  by  which any one of them is bound, or to which  any  of
     their   properties  are  subject,  or  any   existing   law,
     administrative regulation, court order or consent decree  to
     which any one of them is subject.

          (b)    There   is   no  litigation  or   administrative
     proceeding  pending or threatened to restrain or enjoin  the
     transactions contemplated by this instrument or that certain
     "Master  Unitary Commercial Lease" ("Unitary Lease") between
     Borrower   and   Consolidated  Freightways  Corporation   of
     Delaware ("CFCD") and guaranteed by Consolidated Freightways
     Corporation  ("Guarantor"),  or  questioning  the   validity
     hereof or thereof, or in any way contesting the existence or
     powers of Borrower.

          (c)   There  is  no known litigation or  administrative
     proceeding  pending or, to the best of Borrower's knowledge,
     threatened  against  CFCD or Guarantor which,  if  adversely
     decided,  would  be expected to materially adversely  affect
     the transactions contemplated by this instrument or the Loan
     Documents.

          (d)    Borrower,  CFCD  and  Guarantor  are   in   full
     compliance  with  all of the terms and  conditions  of  this
     instrument,   the  Unitary  Lease,  Guarantor's  obligations
     relating  to its guaranty of the Unitary Lease and the  Loan
     Documents,  no  event  of  default  has  occurred   and   is
     continuing with respect to any of the foregoing and no event
     has  occurred and is continuing which with the lapse of time
     or  the  giving  of notice or both would constitute  such  a
     default  or  Event of Default, and Borrower hereby  releases
     and   waives  any  and  all  (i)  defenses  to  payment   of
     obligations under the Loan Documents which Borrower may have
     as  of  the date hereof; and (ii) claims or causes of action
     which  Borrower may have against Lender or its agents as  of
     the date hereof.

          (e)  As of the date hereof, the following is true:  (i)
     there has been no Event of Default as defined in any of  the
     Loan  Documents;  and  (ii)  all expenditures  of  the  Loan
     proceeds  that  have  been made or  that  will  be  made  by
     Borrower  are solely for the purposes set forth in the  Loan
     Documents.

     8.31 Conditions Precedent.  Borrower acknowledges and agrees
that  this  instrument shall be of no force or effect unless  and
until this instrument has been executed by Borrower and delivered
to and accepted and executed by Lender.

     8.32  Additional  Documents.  Borrower  agrees  to  execute,
cause to be executed and deliver such other and further documents
that  may  be commercially reasonable, that are within Borrower's
authorization  and  ability to do so,  and  that  are  reasonably
requested  by  Lender  or  its counsel  to  perfect  the  secured
interests  that  Borrower is granting in the collateral  for  the
Loan and to carry out the intent of this Agreement.

              [BALANCE OF PAGE INTENTIONALLY BLANK]

     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement  or have caused the same to be executed by  their  duly
authorized representatives as of the date first above written.

                             BORROWER:

                             CFCD 2002A LLC, a Delaware limited
                             liability company

                             By:
                               Kerry K. Morgan, Vice President
                               and
                               Treasurer

                             By:
                               Stephen D. Richards, Senior Vice
                                President and
                               General Counsel

                             LENDER:

                             JDI STERLING, L.L.C.,  an Illinois
                             limited liability company

                             By:________________________________
                             __________



                            EXHIBIT A

                        Legal Description

                          See attached.
                           EXHIBIT A-1

               Schedule of Properties and Location

See  attached,  for  the schedule that shows each  Property,  the
terminal name and address and county in which it is located.
..
                            EXHIBIT B

                      Permitted Exceptions


The  "Permitted  Exceptions" are the  exceptions  to  title  that
Lender  approves and appear in the mortgagee's policies of  title
insurance issued to Lender in connection with the closing of  the
funding  of the Loan as to the Properties involved in  the  First
Funding and Second Funding, respectively.
                          Schedule 4.1

      Principal Place of Business of Members and Guarantors


      BORROWER          MEMBER/GUARANTOR      PLACE OF BUSINESS
CFCD 2002A LLC, a     CFCD 2002A MEMBER     Borrower and Member
Delaware limited      LLC, a Delaware       organized in
liability company     limited liability     Delaware each with
                      company (the sole     their principal
                      member of Borrower)   place of business in
                                            Washington State at
                                            address shown in
                                            Notice provision.
                                            Filed as a foreign
                                            limited liability
                                            company in each
                                            State in which any
                                            Property is
                                            situated.


                      CONSOLIDATED          Incorporated in
                      FREIGHTWAYS           Delaware with its
                      CORPORATION, a        principal place of
                      Delaware corporation  business in
                      as "Guarantor"        Washington State at
                                            address shown in
                                            notice provision.
                          Schedule 6.14

                     Partial Release Amounts


 PROPERTY LOCATION    ALLOCATED LOAN AMOUNT    LOCATION RELEASE
                                                    AMOUNT
Sacramento, CA        $4,795,000.00          $5,514,250.00

Mira Loma, CA         $7,788,000.00          $7,788,000.00

Bridgeview, IL        $6,300,000.00          $6,930,000.00

Jackson, MS           $   875,000.00         $1,006,250.00
Atlanta, GA           $1,500,000.00          $1,725,000.00
Indianapolis, IN      $2,070,000.00          $2,380,500.00
Carlisle, PA          $2,500,000.00          $2,875,000.00



                          Schedule 8.23

       Terms and Conditions for Partial Release (Mortgaged
                            Property)

The following terms and conditions must be satisfied in order for
Borrower  to  obtain, upon request to Lender from  time  to  time
during  the  term of this Agreement, a release  of  one  or  more
mortgaged  Properties from the Loan Documents and all  liens  and
security interests created pursuant to this Agreement:

     (a)  No Event of Default has occurred and is then continuing
and  no circumstances exist which with the passage of time and/or
giving  of notice would constitute an Event of Default,  and  the
effect of such release will not cause Borrower to be in violation
of  any  of the other covenants, terms or conditions of the  Loan
Agreement.

     (b)   Not  less than thirty (30) days' prior written  notice
will be given to Lender as to the requested release.

     (c)   The  effective date of the release will be the regular
monthly  interest payment date on the Note, and interest that  is
accrued  through (and payable on) such date pursuant to the  Loan
will  be  paid by Borrower as a condition to the release (or,  if
the  effective date of the release is other than on such interest
payment  date, Borrower will pay in full, upon request by Lender,
all  interest which has accrued on the Loan through the effective
date of the release).

     (d)   The  release  will  be evidenced  by  satisfaction  of
mortgage  or request for reconveyance of deed of trust,  releases
of  financing statements filed under the Uniform Commercial Code,
and/or other instruments necessary to release the mortgage  liens
and  security  interests created in favor of Lender  pursuant  to
this  Agreement  as  it  relates to the released  property  only.
Borrower   will   be  responsible  for  preparing   the   release
instruments,  for  review  by  Lender.   The  form   of   release
instruments must be acceptable to Lender.  The reasonable out-of-
pocket  costs incurred by Lender (including attorneys'  fees)  in
connection  with  the release will by paid  by  Borrower  and  at
Lender's  discretion  added  to  the  amount  to  be  paid  as  a
prerequisite  to  the release or to the extent  not  required  by
Lender  to  be  paid  at  the  time  of  release  added  to   the
indebtedness  and be paid by Borrower thirty days after  invoiced
to Borrower.

     (e)   Borrower shall have paid to Lender, as a condition  to
such  release, on or before the effective date of the release,  a
principal  reduction payment in an amount as  shown  on  Schedule
6.14.

      (f)   Borrower  will reimburse Lender for all out-of-pocket
expenses  (including,  without limitation,  attorneys'  fees)  in
reviewing the request for release and the documentation  required
to be submitted by Borrower to obtain the release, whether or not
Lender  determines that the above conditions are  satisfied.   In
addition,  all  third-party costs and  expenses  related  to  the
release shall be paid by Borrower, including (but not limited to)
reconveyance fees of the trustee, title insurance fees, recording
fees  and other expenses.  To the extent required by Lender,  any
and all such items shall be added to the amounts to be prepaid in
conjunction   with  the  requested  release  or  added   to   the
indebtedness and billed in accordance with subpart (d) above.