RECORDING REQUESTED BY:


WHEN RECORDED MAIL TO:

Andrews & Kurth L.L.P.
601 S. Figueroa Street,
Suite 4200
Los Angeles, California  90017
Attention:  Gregg J. Loubier
Loan No.  1700020098
Property:  Old Orchard Shopping Center
              Santa Clarita (Valencia), California

                 DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

         THIS DEED OF TRUST,  ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT
AND FIXTURE  FILING (as the same may from time to time be  extended,  renewed or
modified,  the  "Mortgage"),  is made  as of  September  23,  1997,  by  CONCORD
MILESTONE PLUS, L.P., a Delaware limited partnership  ("Mortgagor"),  having its
principal place of business at 5200 Town Center Circle,  4th Floor,  Boca Raton,
Florida  33486-1012,  to FIRST AMERICAN TITLE INSURANCE COMPANY, as Trustee (the
"Trustee"),  for the benefit of WESTCO REAL ESTATE  FINANCE  CORP., a California
corporation,  as  beneficiary  ("Mortgagee"),  having  its  principal  place  of
business at c/o Imperial  Commercial  Capital  Corporation,  1 Park Plaza, Suite
430, Irvine, California 92614.

         To secure:

         A. (i) the payment of an indebtedness in the original  principal sum of
EIGHT MILLION FOUR HUNDRED FORTY-FIVE THOUSAND AND NO/100 DOLLARS  ($8,445,000),
lawful money of the United States of America, to be paid with interest according
to a certain note dated the date hereof made by Mortgagor to Mortgagee (the note
together  with  all  extensions,   renewals  or   modifications   thereof  being
hereinafter collectively called the "Note"), and all other sums, liabilities and
obligations  constituting the Debt (as defined in the Note), (ii) the payment of
all sums advanced or incurred by Mortgagee  contemplated  hereby,  and (iii) the
performance of the  obligations and covenants  herein  contained or in any other
document or instrument  evidencing or securing the Debt, (iv) the payment of any
and all  additional  advances  made by  Mortgagee  to  protect or  preserve  the
Mortgaged  Property  or the lien or  security  interest  created  hereby  on the
Mortgaged  Property,  or  for  taxes,   assessments  or  insurance  premiums  as
hereinafter  provided  or for  performance  of any  of  Mortgagor's  obligations
hereunder or under the other Loan  Documents (as defined in the Note) or for any
other purpose provided herein or in the other Loan Documents (whether or not the
original  Mortgagor  remains the owner of the Mortgaged  Property at the time of
such advances),  together with interest  thereon at the Default Rate (as defined
in the  Note),  and (v) any and all  other  indebtedness  now owing or which may
hereafter be owing by Borrower to Mortgagee, when


<PAGE>



evidenced by a promissory  note or notes  reciting that they are secured by this
Mortgage,  however  and  whenever  incurred  or  evidenced,  whether  express or
implied,  direct or indirect,  absolute or contingent,  or due or to become due,
and all renewals,  modifications,  consolidations,  replacements  and extensions
thereof;

         B. (i) the payment of an indebtedness in the original  principal sum of
TWO MILLION EIGHT HUNDRED SIXTY-FIVE  THOUSAND AND NO/100 DOLLARS  ($2,865,000),
lawful money of the United States of America, to be paid with interest according
to a certain note dated the date hereof made by Mortgagor to Mortgagee (the note
together  with  all  extensions,   renewals  or   modifications   thereof  being
hereinafter  collectively  called  the  "Arkansas  Note"),  and all other  sums,
liabilities  and obligations  constituting  the Debt (as defined in the Arkansas
Note),  (ii)  the  payment  of  all  sums  advanced  or  incurred  by  Mortgagee
contemplated  by the Mortgage (as defined in the Arkansas  Note),  and (iii) the
performance  of the  obligations  and  covenants  contained  in the Mortgage (as
defined in the Arkansas Note);

         C. (i) the payment of an indebtedness in the original  principal sum of
FIVE MILLION FOUR HUNDRED THOUSAND AND NO/100 DOLLARS ($5,400,000), lawful money
of the United States of America, to be paid with interest according to a certain
note dated the date hereof made by  Mortgagor to  Mortgagee  (the note  together
with  all  extensions,  renewals  or  modifications  thereof  being  hereinafter
collectively  called the "Arizona  Note"),  and all other sums,  liabilities and
obligations  constituting  the Debt (as defined in the Arizona  Note),  (ii) the
payment of all sums  advanced  or  incurred  by  Mortgagee  contemplated  by the
Mortgage  (as defined in the Arizona  Note),  and (iii) the  performance  of the
obligations and covenants  contained in the Mortgage (as defined in the Arkansas
Note).

         Mortgagor hereby irrevocably grants,  transfers and assigns to Trustee,
in  trust,  with  power of sale,  and  right of  entry  and  possession,  all of
Mortgagor's  present and future estate,  right, title and interest in and to the
real property  described in Exhibit A attached  hereto (the  "Premises") and the
buildings,   structures,   fixtures,   additions,   enlargements,    extensions,
modifications,  repairs,  replacements and improvements now or hereafter located
thereon (the "Improvements");

         TOGETHER WITH: all right,  title,  interest and estate of Mortgagor now
owned,  or  hereafter  acquired,  in  and  to the  following  property,  rights,
interests  and  estates  (the  Premises,  the  Improvements  together  with  the
following property,  rights,  interests and estates being hereinafter  described
are collectively referred to herein as the "Mortgaged Property"):

         (a) all easements,  rights-of-way,  strips and gores of land,  streets,
ways, alleys,  passages,  sewer rights,  water, water courses,  water rights and
powers,  air rights and development  rights,  and all estates,  rights,  titles,
interests, privileges, liberties, tenements,  hereditaments and appurtenances of
any nature  whatsoever,  in any way  belonging,  relating or  pertaining  to the
Premises and the  Improvements  and the reversion and reversions,  remainder and
remainders,  and all land lying in the bed of any street, road or avenue, opened
or proposed,  in front of or adjoining the Premises,  to the center line thereof
and all the  estates,  rights,  titles,  interests,  dower and  rights of dower,
curtesy  and  rights  of  curtesy,  property,   possession,   claim  and  demand
whatsoever,  both at law and in equity,  of Mortgagor of, in and to the Premises
and the Improvements and every part and parcel thereof, with


<PAGE>



the appurtenances thereto;

         (b) all machinery, furnishings, equipment, fixtures (including, but not
limited to, all heating, air conditioning,  plumbing,  lighting,  communications
and  elevator  fixtures)  and other  personal  property of every kind and nature
(hereinafter   collectively   called  the  "Equipment"),   whether  tangible  or
intangible,  whatsoever  owned by Mortgagor,  or in which Mortgagor has or shall
have  an  interest,   now  or  hereafter  located  upon  the  Premises  and  the
Improvements,  or appurtenant thereto, and usable in connection with the present
or future  operation and occupancy of the Premises and the  Improvements and all
building  equipment,  materials and supplies of any nature  whatsoever  owned by
Mortgagor, or in which Mortgagor has or shall have an interest, now or hereafter
located upon the Premises  and the  Improvements,  or  appurtenant  thereto,  or
usable in  connection  with the  present  or  future  operation,  enjoyment  and
occupancy of the Premises and the  Improvements,  including  the proceeds of any
sale or  transfer  of the  foregoing,  and the  right,  title  and  interest  of
Mortgagor  in and to any of the  Equipment  which may be subject to any security
interests,  as defined in the Uniform Commercial Code, as adopted and enacted by
the State or States where any of the Mortgaged Property is located (the "Uniform
Commercial Code") superior in lien to the lien of this Mortgage;

         (c) all  awards or  payments,  including  interest  thereon,  which may
heretofore  and  hereafter  be  made  with  respect  to  the  Premises  and  the
Improvements,  whether  from the  exercise  of the  right of  eminent  domain or
condemnation  (including  but not limited to any transfer  made in lieu of or in
anticipation  of the exercise of said rights),  or for a change of grade, or for
any other injury to or decrease in the value of the Premises and Improvements;

         (d) all  leases,  subleases  and other  agreements  affecting  the use,
enjoyment  or  occupancy of the  Premises  and the  Improvements  heretofore  or
hereafter  entered into  (including,  without  limitation,  any and all security
interests,  contractual  liens and security  deposits)  (the  "Leases")  and all
income, rents, issues,  profits and revenues (including all oil and gas or other
mineral  royalties  and bonuses)  from the Premises  and the  Improvements  (the
"Rents") and all proceeds from the sale or other  disposition  of the Leases and
the right to receive and apply the Rents to the payment of the Debt;

         (e) all proceeds of and any unearned premiums on any insurance policies
covering the Mortgaged Property,  including,  without  limitation,  the right to
receive and apply the proceeds of any insurance,  judgments, or settlements made
in lieu thereof, for damage to the Mortgaged Property;

         (f) the right, in the name and on behalf of Mortgagor, to appear in and
defend any action or proceeding  brought with respect to the Mortgaged  Property
and to commence any action or proceeding to protect the interest of Mortgagee in
the Mortgaged Property;

         (g) all  accounts,  escrows,  documents,  instruments,  chattel  paper,
claims, deposits and general intangibles,  as the foregoing terms are defined in
the  Uniform  Commercial  Code,  and all  contract  rights,  franchises,  books,
records, plans,  specifications,  permits,  licenses (to the extent assignable),
approvals,  actions,  and causes of action which now or hereafter relate to, are
derived from or are used in connection with the Premises, or the use, operation,
maintenance,  occupancy or  enjoyment  thereof or the conduct of any business or
activities thereon (hereinafter collectively called


<PAGE>



the "Intangibles"); and

         (h) any and all proceeds and products of any of the  foregoing  and any
and all other security and collateral of any nature whatsoever, now or hereafter
given  for  the  repayment  of the  Debt  and  the  performance  of  Mortgagor's
obligations  under  the Loan  Documents  (as  defined  in the  Note),  including
(without limitation) the Tax and Insurance Escrow Fund (hereafter defined).

         TO HAVE AND TO HOLD the above granted and described  Mortgaged Property
unto and to the use and benefit of Trustee, and its successors and assigns;

         PROVIDED,  HOWEVER,  if Borrower shall pay to Mortgagee the Debt at the
time and in the manner provided in the Note and this Mortgage and shall abide by
and comply with each and every  covenant and condition set forth herein,  in the
Note and in the other Loan  Documents  in a timely  manner,  then,  upon written
request of Mortgagee stating that all indebtedness secured hereby has been paid,
and upon surrender of this Mortgage and the Note to Trustee for cancellation and
retention and upon payment by Borrower of Trustee's fees, Trustee shall reconvey
to  Mortgagor,  or the  person or  persons  legally  entitled  thereto,  without
warranty,  any  portion  of the  Mortgaged  Property  then held  hereunder  (the
recitals in such  reconveyance of any matters or facts shall be conclusive proof
of the truthfulness thereof and the grantee in any reconveyance may be described
as "the person or persons legally entitled thereto").

         AND Mortgagor  represents and warrants to and covenants and agrees with
Mortgagee as follows:

         1.  Payment of Debt and  Incorporation  of  Covenants,  Conditions  and
Agreements.  Mortgagor will pay the Debt at the time and in the manner  provided
in the Note and in this Mortgage. Mortgagor will duly and punctually perform all
of the covenants, conditions and agreements contained in the Note, this Mortgage
and the other Loan Documents all of which  covenants,  conditions and agreements
are hereby  made a part of this  Mortgage  to the same  extent and with the same
force as if fully set forth herein.

         2. Warranty of Title.  Mortgagor  warrants  that  Mortgagor is the sole
owner of and has good,  legal,  marketable and insurable fee simple title to the
Mortgaged  Property  and has the full  power,  authority  and right to  execute,
deliver  and  perform  its  obligations  under this  Mortgage  and to  encumber,
mortgage,  give, grant,  bargain,  sell,  alienate,  enfeoff,  convey,  confirm,
pledge,  assign  and  hypothecate  the  same  and that  Mortgagor  possesses  an
unencumbered  fee estate in the Premises and the  Improvements  and that it owns
the  Mortgaged  Property free and clear of all liens,  encumbrances  and charges
whatsoever  except  for those  exceptions  shown in the title  insurance  policy
insuring the lien of this  Mortgage and that this  Mortgage is and will remain a
valid and  enforceable  first lien on and  security  interest  in the  Mortgaged
Property,  subject only to said  exceptions.  Mortgagor  shall forever  warrant,
defend and preserve such title and the validity and priority of the lien of this
Mortgage  and shall  forever  warrant  and defend the same to  Mortgagee  and/or
Trustee against the claims of all persons whomsoever.

     3.  Insurance.  Mortgagor,  at its sole  cost and  expense,  will  keep the
     Mortgaged Property
<PAGE>



insured  during  the entire  term of this  Mortgage  for the  mutual  benefit of
Mortgagor  and  Mortgagee  against  loss or damage by fire and  against  loss or
damage by other  risks and  hazards  covered  by a  standard  extended  coverage
insurance policy and included within the  classification  "All Risks of Physical
Loss"  including,  but not  limited  to,  riot and civil  commotion,  vandalism,
malicious  mischief,  burglary  and theft on a  replacement  cost  basis with an
Agreed Value Endorsement  waiving  co-insurance,  all in an amount not less than
100 percent of the then full replacement cost of the Improvements and Equipment,
without deduction for physical depreciation.

         (a) Mortgagor,  at its sole cost and expense, for the mutual benefit of
Mortgagor and Mortgagee,  shall also obtain and maintain  during the entire term
of this Mortgage the following policies of insurance:

                  i) Flood  insurance if any part of the Mortgaged  Property now
         (or subsequently  determined to be) is located in an area identified by
         the Federal Emergency Management Agency as an area having special flood
         hazards and in which flood  insurance has been made available under the
         National  Flood  Insurance  Act of 1968 (and any amendment or successor
         act  thereto)  in an  amount at least  equal to the  lesser of the full
         replacement cost of the Improvements and the Equipment, the outstanding
         principal amount of the Note or the maximum limit of coverage available
         with  respect  to  the  Improvements  and  Equipment  under  said  Act.
         Mortgagor  hereby agrees to pay Mortgagee such fees as may be permitted
         under   applicable   law  for  the  costs   incurred  by  Mortgagee  in
         determining,  from time to time, whether the Mortgaged Property is then
         located within such area.

                  ii) Comprehensive General Liability insurance, including broad
         form  property  damage,   blanket  contractual  and  personal  injuries
         (including death resulting  therefrom) coverages and containing minimum
         limits  per  occurrence  of  $1,000,000  for the  Improvements  and the
         Premises  with  excess  umbrella  coverage  in an amount of at least $1
         million  arising out of any one occurrence  with aggregate  coverage of
         $3,000,000,  except  that  if  any  buildings  contain  elevators,  the
         aggregate coverage shall be a minimum of $4,000,000.

                  iii) Rental loss insurance in an amount equal to the aggregate
         annual amount of all Rents and  additional  Rents payable by all of the
         tenants under the Leases  (whether or not such Leases are terminable in
         the event of a fire or casualty), and all other Rents, such rental loss
         insurance  to cover  rental  losses  for a period  of at least one year
         after the date of the fire or casualty in question.  The amount of such
         rental loss insurance shall be reviewed annually and shall be increased
         from time to time  during  the term of this  Mortgage  as and when rent
         increases occur under Leases previously in place and as a result of new
         Leases,  and as renewal Leases are entered into in accordance  with the
         terms of this  Mortgage,  to reflect all  increased  rent and increased
         additional rent payable by all of the tenants under all such Leases.

                  iv)  Insurance  against  loss or damage  from (1)  leakage  of
         sprinkler systems, and (2) explosion of steam boilers, air conditioning
         equipment,  high pressure  piping,  machinery and  equipment,  pressure
         vessels  or  similar  apparatus  now  or  hereafter  installed  in  the
         Improvements  and including  broad form boiler and machinery  insurance
         (without exclusion


<PAGE>



         for  explosion)   covering  all  boilers  or  other  pressure  vessels,
         machinery and  equipment  located in, on, or about the Premises and the
         Improvements.  Coverage  is required in an amount at least equal to the
         full  replacement  cost of such equipment and the building or buildings
         housing same. Coverage must extend to electrical  equipment,  sprinkler
         systems,   heating  and  air  conditioning   equipment,   refrigeration
         equipment and piping.

                  v) If the Mortgaged  Property  includes  commercial  property,
         worker's  compensation  insurance  with  respect  to any  employees  of
         Mortgagor,   as  required  by  any  governmental   authority  or  legal
         requirement.

                  vi)  [If  required  by   Mortgagee,   Earthquake  or  sinkhole
         insurance  if  available  in the area where the  Mortgaged  Property is
         located in an amount at least equal to the outstanding principal amount
         of the Note or the maximum  limit of coverage  available,  whichever is
         less.]

                  vii)  Such  other  insurance  as may  from  time  to  time  be
         reasonably required by Mortgagee in order to protect its interests.

         (b) All policies of insurance  (the  "Policies")  required  pursuant to
Section 3: (i) shall contain a standard noncontributory  mortgagee clause naming
Mortgagee as the person to which all  payments  made by such  insurance  company
shall be paid,  (ii) shall be  maintained  throughout  the term of this Mortgage
without cost to  Mortgagee,  (iii) shall be assigned and delivered to Mortgagee,
(iv) shall contain such  provisions as Mortgagee deems  reasonably  necessary or
desirable to protect its interest including,  without  limitation,  endorsements
providing  that  neither  Mortgagor,  Mortgagee  nor any other  party shall be a
co-insurer  under said Policies and that Mortgagee shall receive at least thirty
(30) days' prior written notice, of any modification, reduction or cancellation,
(v) shall be for a term of not less than one  year,  (vi)  shall be issued by an
insurer licensed in the state in which the Mortgaged Property is located,  (vii)
shall  provide that  Mortgagee  may, but shall not be obligated to, make premium
payments to prevent any cancellation, endorsement, alteration or reissuance, and
such payments shall be accepted by the insurer to prevent same,  (viii) shall be
satisfactory  in form and  substance  to  Mortgagee  and  shall be  approved  by
Mortgagee  as to amounts,  form,  risk  coverage,  deductibles,  loss payees and
insureds, and (ix) shall provide that all claims shall be allowable on events as
they occur. Upon demand therefor, Mortgagor shall reimburse Mortgagee for all of
Mortgagee's  (or its  servicer's)  reasonable  costs and  expenses  incurred  in
obtaining any or all of the Policies or otherwise  causing the  compliance  with
the terms and  provisions  of this  Section 3,  including  (without  limitation)
obtaining  updated flood hazard  certificates  and  replacement of any so-called
"forced  placed"  insurance   coverages.   All  Policies  required  pursuant  to
subsections  3(a) and 3(b)  shall be issued by an insurer  with a claims  paying
ability  rating of "A-" or better by Standard & Poor's  Corporation or A:VIII or
better by A.M. Best as published in Best's Key Rating Guide. Mortgagor shall pay
the premiums for such Policies (the "Insurance Premiums") as the same become due
and payable (unless such Insurance Premiums have been paid by Mortgagee pursuant
to Paragraph 5 hereof).  Not later than thirty (30) days prior to the expiration
date of each of the Policies,  Mortgagor will deliver to Mortgagee  satisfactory
evidence of the renewal of each Policy.  If Mortgagor  receives from any insurer
any written  notification or threat of any actions or proceedings  regarding the
non-compliance or non-conformity of the Mortgaged Property with any


<PAGE>



insurance requirements, Mortgagor shall give prompt notice thereof to Mortgagee.

         (c) In the event of the entry of a judgment of foreclosure, sale of the
Mortgaged  Property by non-judicial  foreclosure  sale, or delivery of a deed in
lieu of  foreclosure,  Mortgagee  hereby is  authorized  (without the consent of
Mortgagor)  to  assign  any and all  Policies  to the  purchaser  or  transferee
thereunder, or to take such other steps as Mortgagee may deem advisable to cause
the  interest of such  transferee  or  purchaser  to be  protected by any of the
Policies without credit or allowance to Mortgagor for prepaid premiums thereon.

         (d) If the Mortgaged  Property shall be damaged or destroyed,  in whole
or in part,  by fire or other  casualty,  Mortgagor  shall  give  prompt  notice
thereof to Mortgagee.

                  i) In case of loss covered by Policies,  Mortgagee  may either
         (1) settle and adjust any claim in  consultation  with but  without the
         consent  of  Mortgagor,  or (2)  allow  Mortgagor  to  agree  with  the
         insurance  company or companies on the amount to be paid upon the loss;
         provided, that Mortgagor may adjust losses aggregating not in excess of
         $100,000.00 if such adjustment is carried out in a competent and timely
         manner,  and provided  that in any case  Mortgagee  shall and is hereby
         authorized to collect and receipt for any such insurance proceeds;  and
         the  reasonable  expenses  incurred by Mortgagee in the  adjustment and
         collection of insurance  proceeds  shall become part of the Debt and be
         secured  hereby and shall be reimbursed by Mortgagor to Mortgagee  upon
         demand  (unless  deducted  by and  reimbursed  to  Mortgagee  from such
         proceeds).

                  ii) In the event of any insured  damage to or  destruction  of
         the Mortgaged  Property or any part thereof  (herein called an "Insured
         Casualty"),  if (A)  the  loss  is in an  aggregate  amount  less  than
         twenty-five  percent  (25%) of the  original  principal  balance of the
         Note, and (B), in the reasonable  judgment of Mortgagee,  the Mortgaged
         Property can be restored within six (6) months after insurance proceeds
         are made available to an economic unit not less valuable  (including an
         assessment of the impact of the  termination  of any Leases due to such
         Insured  Casualty)  and not less  useful than the same was prior to the
         Insured Casualty, and after such restoration will adequately secure the
         outstanding   balance  of  the  Debt,  and  (C)  no  Event  of  Default
         (hereinafter defined) shall have occurred and be then continuing,  then
         the proceeds of insurance  shall be applied to reimburse  Mortgagor for
         the cost of restoring, repairing, replacing or rebuilding the Mortgaged
         Property or part thereof subject to Insured  Casualty,  as provided for
         below;  and Mortgagor hereby covenants and agrees forthwith to commence
         and diligently to prosecute  such  restoring,  repairing,  replacing or
         rebuilding;  provided,  however,  in any event  Mortgagor shall pay all
         costs (and if required by Mortgagee,  Mortgagor shall deposit the total
         thereof with  Mortgagee in advance to be  disbursed  together  with the
         insurance  proceeds)  of  such  restoring,   repairing,   replacing  or
         rebuilding  in excess of the net proceeds of insurance  made  available
         pursuant to the terms hereof.

                  iii)  Except as provided  above,  the  proceeds  of  insurance
         collected upon any Insured  Casualty  shall, at the option of Mortgagee
         in its sole discretion,  be applied to the payment of the Debt (subject
         to any restrictions under applicable law) or applied to reimburse


<PAGE>



         Mortgagor for the cost of restoring, repairing, replacing or rebuilding
         the Mortgaged Property or part thereof subject to the Insured Casualty,
         in the manner set forth below.  Any such  application to the Debt shall
         not be  considered  a  voluntary  prepayment  requiring  payment of the
         prepayment  consideration provided in the Note, and shall not reduce or
         postpone any payments  otherwise  required  pursuant to the Note, other
         than the final payment on the Note.

                  iv) In the event that proceeds of insurance,  if any, shall be
         made available to Mortgagor for the restoring,  repairing, replacing or
         rebuilding of the Mortgaged  Property,  Mortgagor  hereby  covenants to
         restore,  repair,  replace or rebuild  the same to be of at least equal
         value and of  substantially  the same character as prior to such damage
         or  destruction,  all to be effected in accordance  with applicable law
         and plans and specifications approved in advance by Mortgagee.

                  v) In the event Mortgagor is entitled to reimbursement  out of
         insurance proceeds held by Mortgagee,  such proceeds shall be disbursed
         from time to time upon  Mortgagee  being  furnished  with (1)  evidence
         satisfactory  to it (which  evidence may include  inspection[s]  of the
         work  performed)  that  the   restoration,   repair,   replacement  and
         rebuilding covered by the disbursement has been completed in accordance
         with plans and  specifications  approved  by  Mortgagee,  (2)  evidence
         satisfactory  to  it  of  the  estimated  cost  of  completion  of  the
         restoration,  repair,  replacement  and rebuilding,  (3) funds,  or, at
         Mortgagee's  option,  assurances  satisfactory  to Mortgagee  that such
         funds  are  available,  sufficient  in  addition  to  the  proceeds  of
         insurance to complete the proposed restoration, repair, replacement and
         rebuilding,  and (4) such  architect's  certificates,  waivers of lien,
         contractor's  sworn statements,  title insurance  endorsements,  bonds,
         plats  of  survey  and  such  other  evidences  of  cost,  payment  and
         performance  as  Mortgagee  may  reasonably  require and  approve;  and
         Mortgagee may, in any event,  require that all plans and specifications
         for such restoration,  repair,  replacement and rebuilding be submitted
         to and  approved  by  Mortgagee  prior to  commencement  of work.  With
         respect to disbursements  to be made by Mortgagee:  (A) no payment made
         prior to the final completion of the restoration,  repair,  replacement
         and  rebuilding  shall exceed ninety  percent (90%) of the value of the
         work  performed  from time to time;  (B) funds  other than  proceeds of
         insurance  shall be disbursed  prior to  disbursement of such proceeds;
         and  (C) at  all  times,  the  undisbursed  balance  of  such  proceeds
         remaining in the hands of Mortgagee,  together with funds deposited for
         that purpose or irrevocably  committed to the satisfaction of Mortgagee
         by or on  behalf  of  Mortgagor  for  that  purpose,  shall be at least
         sufficient in the reasonable  judgment of Mortgagee to pay for the cost
         of completion of the  restoration,  repair,  replacement or rebuilding,
         free and clear of all liens or claims for lien and the costs  described
         in  subsection  3(d)(vi)  below.  Any  surplus  which may remain out of
         insurance  proceeds  held by Mortgagee  after  payment of such costs of
         restoration,  repair,  replacement  or rebuilding  shall be paid to any
         party entitled thereto.  In no event shall Mortgagee assume any duty or
         obligation  for the  adequacy,  form or  content  of any such plans and
         specifications,  nor for the performance, quality or workmanship of any
         restoration, repair, replacement and rebuilding.

                  vi) Notwithstanding anything to the contrary contained herein,
         the proceeds of insurance  reimbursed to Mortgagor in  accordance  with
         the terms and provisions of this


<PAGE>



         Mortgage shall be reduced by the reasonable  costs (if any) incurred by
         Mortgagee  in  the  adjustment  and  collection   thereof  and  in  the
         reasonable  costs  incurred by  Mortgagee  of paying out such  proceeds
         (including,  without limitation,  reasonable  attorneys' fees and costs
         paid  to  third  parties  for  inspecting  the   restoration,   repair,
         replacement  and rebuilding and reviewing the plans and  specifications
         therefor).

         4. Payment of Other Charges. Mortgagor shall pay all assessments, water
rates and sewer rents,  ground rents,  maintenance  charges,  other governmental
impositions,  and other charges,  including without limitation vault charges and
license  fees for the use of vaults,  chutes and  similar  areas  adjoining  the
Premises,  now or hereafter  levied or assessed or imposed against the Mortgaged
Property or any part  thereof  (the "Other  Charges") as the same become due and
payable.  Mortgagor will deliver to Mortgagee evidence satisfactory to Mortgagee
that the Other  Charges  have been so paid or are not then  delinquent  no later
than  thirty  (30) days  following  the date on which the  Other  Charges  would
otherwise  be  delinquent  if not paid.  Mortgagor  shall not  suffer  and shall
promptly cause to be paid and discharged any lien or charge whatsoever which may
be or become a lien or charge against the Mortgaged Property, and shall promptly
pay for all utility services provided to the Mortgaged Property.

         5. Tax and Insurance Escrow Fund. On the Closing Date,  Mortgagor shall
make an initial  deposit to the Tax and Insurance  Escrow Fund,  as  hereinafter
defined,  of an amount which,  when added to the monthly amounts to be deposited
as specified below, will be sufficient in the estimation of Mortgagee to satisfy
the next due taxes,  assessments,  insurance premiums and other similar charges.
Mortgagor  shall pay to  Mortgagee on the first day of each  calendar  month (a)
one-twelfth of an amount which would be sufficient to pay all taxes, assessments
and other similar governmental impositions (the "Taxes") payable or estimated by
Mortgagee  to be payable,  during the next ensuing  twelve (12) months,  and (b)
unless  otherwise  waived by Mortgagee,  one-twelfth of an amount which would be
sufficient  to pay the  Insurance  Premiums  due for the renewal of the coverage
afforded by the Policies  upon the  expiration  thereof (said amounts in [a] and
[b] above  hereinafter  called the "Tax and Insurance  Escrow Fund").  Mortgagee
may, in its sole  discretion,  retain a third party tax consultant to obtain tax
certificates  or other  evidence or  estimates of tax due or to become due or to
verify the payment of taxes and Mortgagor will promptly reimburse  Mortgagee for
the  reasonable  cost of  retaining  any such third  parties or  obtaining  such
certificates.  Any unpaid reimbursements for the aforesaid shall be added to the
Debt.  The Tax and  Insurance  Escrow  Fund  and the  payments  of  interest  or
principal or both,  payable  pursuant to the Note,  shall be added  together and
shall be paid as an aggregate  sum by Mortgagor to Mortgagee.  Mortgagor  hereby
pledges  (and grants a lien and  security  interest)  to  Mortgagee  any and all
monies  now or  hereafter  deposited  in the Tax and  Insurance  Escrow  Fund as
additional  security for the payment of the Debt.  Mortgagee  will apply the Tax
and Insurance Escrow Fund to payments of Taxes and Insurance  Premiums  required
to be made by  Mortgagor  pursuant to Sections 3 and 4 hereof.  If the amount of
the Tax and  Insurance  Escrow  Fund shall  exceed the amounts due for Taxes and
Insurance Premiums pursuant to Sections 3 and 4 hereof,  Mortgagee shall, in its
discretion,  return any excess to Mortgagor or credit such excess against future
payments to be made to the Tax and Insurance  Escrow Fund.  In  allocating  such
excess,  Mortgagee may deal with the person shown on the records of Mortgagee to
be the owner of the Mortgaged Property.  If the Tax and Insurance Escrow Fund is
not sufficient to pay the items set forth in (a) and (b) above,  Mortgagor shall
promptly pay to


<PAGE>



Mortgagee,  upon demand,  an amount which Mortgagee shall estimate as sufficient
to make up the deficiency. Upon the occurrence of an Event of Default, Mortgagee
shall be entitled to exercise  both the rights of setoff and banker's  lien,  if
applicable,  against the interest of Mortgagor in the Tax and  Insurance  Escrow
Fund to the full extent of the outstanding  balance of the Debt,  application of
any such  sums to the Debt to be in any  order  in its  sole  discretion.  Until
expended  or applied as above  provided,  any  amounts in the Tax and  Insurance
Escrow  Fund shall  constitute  additional  security  for the Debt.  The Tax and
Insurance  Escrow Fund shall not  constitute a trust fund and may be  commingled
with other monies held by  Mortgagee.  Unless  otherwise  required by applicable
law,  no earnings  or  interest  on the Tax and  Insurance  Escrow Fund shall be
payable to Mortgagor  even if the Mortgagee or its servicer is paid a fee and/or
receives interest or other income in connection with the deposit or placement of
such fund (in which event such income shall be reported under Mortgagee's or its
servicer's tax identification  number, as applicable).  Upon payment of the Debt
and performance by Mortgagor of all its obligations  under this Mortgage and the
other Loan Documents, any amounts remaining in the Tax and Insurance Escrow Fund
shall be refunded to Mortgagor.

         6.       [Intentionally Deleted]

         7. Condemnation. Mortgagor shall promptly give Mortgagee written notice
of the actual or threatened  commencement of any  condemnation or eminent domain
proceeding and shall deliver to Mortgagee copies of any and all papers served in
connection with such proceedings.  Mortgagee is hereby irrevocably  appointed as
Mortgagor's attorney-in-fact,  coupled with an interest, with exclusive power to
collect,  receive  and  retain  any award or payment  for said  condemnation  or
eminent domain and to make any compromise or settlement in connection  with such
proceeding,  subject to the  provisions of this  Mortgage.  Notwithstanding  any
taking  by any  public  or  quasi-public  authority  through  eminent  domain or
otherwise  (including  but not  limited  to any  transfer  made in lieu of or in
anticipation  of the exercise of such taking),  Mortgagor  shall continue to pay
the Debt at the time and in the manner  provided for its payment in the Note, in
this  Mortgage  and the other Loan  Documents  and the Debt shall not be reduced
until any award or payment  therefor  shall have been  actually  received  after
expenses of  collection  and applied by Mortgagee to the  discharge of the Debt.
Mortgagor  shall cause the award or payment made in any  condemnation or eminent
domain  proceeding with respect to the Mortgaged  Property,  which is payable to
Mortgagor, to be paid directly to Mortgagee.  Mortgagee may apply any such award
or payment to the reduction or discharge of the Debt whether or not then due and
payable (such application to be free from any prepayment  consideration provided
in the Note,  except that if an Event of Default,  or an event which with notice
and/or the passage of time, or both, would  constitute an Event of Default,  has
occurred,  then  such  application  shall  be  subject  to the  full  prepayment
consideration  computed in accordance with the Note). If the Mortgaged  Property
is sold, through foreclosure or otherwise,  prior to the receipt by Mortgagee of
such  award or  payment,  Mortgagee  shall  have  the  right,  whether  or not a
deficiency judgment on the Note shall have been sought,  recovered or denied, to
receive said award or payment, or a portion thereof sufficient to pay the Debt.

         8. Representations Concerning Loan. Mortgagor represents,  warrants and
covenants as follows:



<PAGE>



         (a) Neither Mortgagor nor any guarantor of the Debt or any part thereof
(a  "Guarantor")  has any defense to the payment in full of the Debt that arises
from applicable local, state or federal laws, regulations or other requirements.
None of the Loan  Documents  are  subject to any right of  rescission,  set-off,
abatement, diminution,  counterclaim or defense, including the defense of usury,
nor will the  operation of any of the terms of any such Loan  Documents,  or the
exercise of any right thereunder,  render any Loan Documents  unenforceable,  in
whole or in part,  or subject to any right of  rescission,  set-off,  abatement,
diminution, counterclaim or defense, including the defense of usury, and no such
right of rescission, set-off, abatement, diminution, counterclaim or defense has
been, or will be, asserted with respect thereto.

         (b) All  certifications,  permits  and  approvals,  including,  without
limitation,  certificates of completion and occupancy  permits  required for the
legal use and occupancy of the Mortgaged Property, have been obtained and are in
full force and effect. The Mortgaged Property is in good repair,  good order and
good condition and free and clear of any damage that would affect materially and
adversely the value of the  Mortgaged  Property as security for the Debt and the
Mortgaged  Property  has not been  materially  damaged  by  fire,  wind or other
casualty or  physical  condition  (including,  without  limitation,  any soil or
geological  condition),  which damage has not been fully repaired.  There are no
proceedings  pending or threatened for the partial or total  condemnation of the
Mortgaged Property.

         (c) All of the  Improvements  which were  included in  determining  the
appraised  value of the Mortgaged  Property lie wholly within the boundaries and
building  restriction  lines of the Mortgaged  Property,  and no improvements on
adjoining  properties encroach upon the Mortgaged Property,  and no easements or
other  encumbrances upon the Premises encroach upon any of the Improvements,  so
as to affect the value or  marketability  of the Mortgaged  Property  except for
immaterial  encroachments which do not adversely affect the security intended to
be provided by this Mortgage or the use,  enjoyment,  value or  marketability of
the  Mortgaged  Property.  All of the  Improvements  comply  with  all  material
requirements of any applicable zoning and subdivision laws and ordinances.

         (d) The  Mortgaged  Property is not subject to any leases or  operating
agreements other than the leases and the operating agreements, if any, described
in the rent roll delivered to Mortgagee in connection  with this  Mortgage,  and
all such leases and agreements  are in full force and effect.  No person has any
possessory interest in the Mortgaged Property or right to occupy the same except
under and  pursuant  to the  provisions  of the  leases  and any such  operating
agreements.

         (e) All financial data,  including,  without limitation,  statements of
cash flow and income and  operating  expenses,  delivered to Mortgagee by, or on
behalf of  Mortgagor  are (i) true and correct in all  material  respects;  (ii)
accurately  represent  the  financial  condition of  Mortgagor or the  Mortgaged
Property  as of the date  thereof  in all  material  respects;  and (iii) to the
extent reviewed by an independent  certified  public  accounting firm, have been
prepared  in  accordance   with   generally   accepted   accounting   principles
consistently applied throughout the periods covered.

         (f) The survey of the  Mortgaged  Property  delivered  to  Mortgagee in
connection with this Mortgage, has been performed by a duly licensed surveyor or
registered professional engineer in the


<PAGE>



jurisdiction  in which the  Mortgaged  Property is situated  and, to the best of
Mortgagor's  knowledge,  does not fail to reflect any material matter  affecting
the Mortgaged Property or the title thereto.

         (g) The loan  evidenced  by the Loan  Documents  complies  with,  or is
exempt  from,   applicable   state  or  federal  laws,   regulations  and  other
requirements  pertaining  to usury  and any and all  other  requirements  of any
federal, state or local law.

         (h) The Mortgaged Property abuts upon a dedicated, all-weather road, or
is served and  benefitted  by an  irrevocable  easement  permitting  ingress and
egress  which are adequate in relation to the premises and location on which the
Mortgaged Property is located.

         (i) The Mortgaged  Property is served by public  utilities and services
in the  surrounding  community,  including  police and fire  protection,  public
transportation,  refuse  removal,  public  education,  and enforcement of safety
codes which are  adequate in relation to the  premises and location on which the
Mortgaged Property is located.

         (j) The  Mortgaged  Property  is  serviced  by  public  water and sewer
systems which are adequate in relation to the premises and location on which the
Mortgaged Property is located.

         (k) The Mortgaged  Property has parking and other  amenities  necessary
for the operation of the business currently conducted thereon which are adequate
in relation to the  premises  and  location on which the  Mortgaged  Property is
located.

         (l) The  Mortgaged  Property is a contiguous  parcel and a separate tax
parcel, and there are no delinquent Taxes or other outstanding charges adversely
affecting the Mortgaged Property.

         (m) The  Mortgaged  Property  is not relied  upon by, and does not rely
upon, any building or improvement not part of the Mortgaged  Property to fulfill
any zoning,  building code or other  governmental  or municipal  requirement for
structural  support  or the  furnishing  of any  essential  building  systems or
utilities,  except to the extent of any valid and existing  reciprocal  easement
agreements  shown  in the  title  insurance  policy  insuring  the  lien of this
Mortgage.

         (n)  No  action,  omission,  misrepresentation,  negligence,  fraud  or
similar  occurrence  has  taken  place  on the  part of any  person  that  would
reasonably be expected to result in the failure or impairment of full and timely
coverage  under any  insurance  policies  providing  coverage for the  Mortgaged
Property.

         (o) There are no  defaults by  Mortgagor  beyond any  applicable  grace
period under any contract or agreement  (other than this  Mortgage and the other
Loan Documents) that binds Mortgagor  and/or the Mortgaged  Property,  including
any management, service, supply, security, maintenance or similar contracts; and
Mortgagor has no knowledge of any such default for which notice has not yet been
given; and no such agreement is in effect with respect to the Mortgaged Property
that is not capable of being  terminated  by  Mortgagor on less than thirty (30)
days notice except as previously  disclosed to Mortgagee by a delivery of a copy
of all such agreements.



<PAGE>



         (p)  The  representations  and  warranties  contained  in  the  Closing
Certificate executed by Mortgagor in connection with the Note (which certificate
constitutes  one of the Loan Documents) are true and correct and Mortgagor shall
observe the covenants contained therein.

         (q) The  management  agreement  with respect to the Mortgaged  Property
(the "Management  Agreement")  between Mortgagor and Concord Assets  Management,
Inc.,  a Delaware  corporation  ("Manager"),  pursuant  to which  such  property
manager operates the Mortgaged Property as an office building,  is in full force
and effect and there is no default,  breach or violation existing  thereunder by
any party thereto and no event has occurred (other than payments due but not yet
delinquent)  that,  with the  passage of time or the giving of notice,  or both,
would constitute a default, breach or violation by any party thereunder.

         9. Single Purpose Entity/Separateness.  Mortgagor represents,  warrants
and covenants as follows:

         (a) Mortgagor does not own and will not own any asset or property other
than (i) the  Mortgaged  Property,  the  Mortgaged  Property  (as defined in the
Arkansas  Note),  and the  Mortgaged  Property (as defined in the Arizona  Note)
(collectively,  the "Security Property"),  and (ii) incidental personal property
necessary for the ownership or operation of the Security Property.

         (b) Mortgagor will not engage in any business other than the ownership,
management and operation of the Security Property and Mortgagor will conduct and
operate its business as presently conducted and operated.

         (c)  Mortgagor  will not enter into any contract or agreement  with any
Guarantor or any party which is directly or indirectly  controlling,  controlled
by or under common control with Mortgagor or Guarantor (an "Affiliate"),  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 Guarantor or Affiliate.

         (d)  Mortgagor  has not incurred  and will not incur any  indebtedness,
secured or  unsecured,  direct or indirect,  absolute or  contingent  (including
guaranteeing any  obligation),  other than (i) the Debt, the Debt (as defined in
the  Arkansas   Note),   and  the  Debt  (as  defined  in  the  California  Note
(collectively,  the "Indebtedness"),and (ii) trade and operational debt incurred
in the ordinary  course of business  with trade  creditors and in amounts as are
normal and reasonable under the  circumstances.  No indebtedness  other than the
Indebtedness  may be  secured  (subordinate  or  pari  passu)  by the  Mortgaged
Property.

         (e)  Mortgagor  has not made and will not make any loans or advances to
any third party,  nor to Guarantor,  any Affiliate or any  constituent  party of
Mortgagor.

         (f)  Mortgagor is and will remain  solvent and  Mortgagor  will pay its
debts from its assets as the same shall become due.

     (g)  Mortgagor  has  done or  caused  to be  done  and  will do all  things
necessary, to preserve

<PAGE>



its existence,  and Mortgagor will not, nor will Mortgagor  permit  Guarantor to
amend,  modify or  otherwise  change the  partnership  certificate,  partnership
agreement,  articles of incorporation and bylaws,  trust or other organizational
documents of Mortgagor or Guarantor in a manner which would adversely affect the
Mortgagor's existence as a single-purpose entity.

         (h)  Mortgagor  will  maintain  books  and  records  and bank  accounts
separate from those of its  Affiliates and any  constituent  party of Mortgagor,
and Mortgagor will file its own tax returns.

         (i)  Mortgagor  will be, and at all times  will hold  itself out to the
public as, a legal entity separate and distinct from any other entity (including
any Affiliate, any constituent party of Mortgagor or any Guarantor).

         (j)  Mortgagor  will  preserve  and keep in full  force and  effect its
existence,  good standing and qualification to do business in the state in which
the Mortgaged Property is located.

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

         (l) Neither  Mortgagor nor any constituent party of Mortgagor will seek
the  dissolution  or winding  up, in whole or in part,  of  Mortgagor,  nor will
Mortgagor merge with or be consolidated into any other entity.

         (m)  Mortgagor  will not  commingle  the  funds  and  other  assets  of
Mortgagor with those of any Affiliate,  any Guarantor,  any constituent party of
Mortgagor or any other person.

         (n) Mortgagor has and will maintain its assets in such a manner that it
will not be  costly  or  difficult  to  segregate,  ascertain  or  identify  its
individual assets from those of any constituent  party of Mortgagor,  Affiliate,
Guarantor or any other person.

         (o) Mortgagor  does not and will not hold itself out to be  responsible
for the debts or obligations of any other person  (provided,  that the foregoing
shall not  prevent  Mortgagor  from being and  holding  itself  responsible  for
expenses  incurred or  obligations  undertaken  by the  property  manager of the
Security Property in respect of its duties regarding the Security Property).

         (p) Mortgagor  shall obtain and maintain in full force and effect,  and
abide by and satisfy the material terms and conditions of, all material permits,
licenses,  registrations  and  other  authorizations  with  or  granted  by  any
governmental  authorities that may be required from time to time with respect to
the performance of its obligations under this Mortgage.

         (q) Since  the  formation  of  Mortgagor,  Mortgagor  has not owned any
asset,  conducted  any business or operation,  or engaged in any business  other
than the ownership and operation of the Security Property.  The Mortgagor has no
debts or obligations  other than normal trade  accounts  payable in the ordinary
course of business,  and the Indebtedness.  Any other indebtedness or obligation
of Mortgagor has been paid in full prior to or through  application  of proceeds
from


<PAGE>



funding of the Loan.

         10.  Maintenance  of  Mortgaged  Property.  Mortgagor  shall  cause the
Mortgaged  Property to be operated and  maintained in a good and safe  condition
and repair and in  keeping  with the  condition  and repair of  properties  of a
similar use,  value,  age,  nature and  construction.  Mortgagor  shall not use,
maintain or operate the  Mortgaged  Property in any manner which  constitutes  a
public or private  nuisance or which makes void,  voidable,  or  cancelable,  or
increases the premium of, any insurance then in force with respect thereto.  The
Improvements  and the Equipment  shall not be removed,  demolished or materially
altered (except for normal  replacement of the Equipment) without the consent of
Mortgagee.  Mortgagor shall promptly comply with all laws, orders and ordinances
affecting the Mortgaged Property,  or the use thereof.  Mortgagor shall promptly
repair,  replace  or rebuild  any part of the  Mortgaged  Property  which may be
destroyed by any casualty,  or become damaged,  worn or dilapidated or which may
be affected by any  proceeding of the character  referred to in Section 7 hereof
and shall  complete  and pay for any  structure  at any time in the  process  of
construction or repair on the Premises.

         11. Use of Mortgaged Property.  Mortgagor shall not initiate,  join in,
acquiesce  in, or  consent to any  material  change in any  private  restrictive
covenant,  zoning  law or other  public  or  private  restriction,  limiting  or
defining  the  uses  which  may be made of the  Mortgaged  Property  or any part
thereof, nor shall Mortgagor initiate,  join in, acquiesce in, or consent to any
zoning  change or zoning  matter  affecting  the  Mortgaged  Property.  If under
applicable  zoning  provisions  the use of all or any  portion of the  Mortgaged
Property is or shall become a  nonconforming  use,  Mortgagor  will not cause or
permit  such  nonconforming  use to be  discontinued  or  abandoned  without the
express  written  consent of Mortgagee.  Mortgagor shall not permit or suffer to
occur any waste on or to the  Mortgaged  Property or to any portion  thereof and
shall not take any steps  whatsoever to convert the Mortgaged  Property,  or any
portion thereof,  to a condominium or cooperative form of management.  Mortgagor
will not  install or permit to be  installed  on the  Premises  any  underground
storage  tank or  above-ground  storage  tank  without  the  written  consent of
Mortgagee.

         12.  Transfer or Encumbrance of the Mortgaged  Property.  (a) Mortgagor
acknowledges that Mortgagee has examined and relied on the  creditworthiness and
experience of Mortgagor in owning and operating properties such as the Mortgaged
Property in agreeing to make the loan secured  hereby,  and that  Mortgagee will
continue to rely on Mortgagor's  ownership of the Mortgaged  Property as a means
of maintaining the value of the Mortgaged  Property as security for repayment of
the  Debt.  Mortgagor  acknowledges  that  Mortgagee  has a  valid  interest  in
maintaining  the value of the  Mortgaged  Property so as to ensure that,  should
Mortgagor  default in the repayment of the Debt,  Mortgagee can recover the Debt
by a sale of the  Mortgaged  Property.  Mortgagor  shall not,  without the prior
written consent of Mortgagee, sell, convey, alienate, mortgage, encumber, pledge
or otherwise transfer the Mortgaged Property or any part thereof,  or permit the
Mortgaged  Property  or  any  part  thereof  to be  sold,  conveyed,  alienated,
mortgaged,  encumbered,  pledged or otherwise  transferred;  provided,  however,
Mortgagee may, in its sole discretion, give such written consent (but shall have
no  obligation  to do so) to any such sale,  conveyance,  alienation,  mortgage,
encumbrance,  pledge or other transfer,  and any such consent may be conditioned
upon the  satisfaction  of such  conditions  precedent as Mortgagee  may require
(including, without limitation, the conditions precedent set forth in subsection
12[c] below). Notwithstanding any other provision of this


<PAGE>



Section 12,  Mortgagee  will  consent,  subject to the  conditions of subsection
12(c)  and  provided  that no Event of  Default  under  the Loan  Documents  has
occurred  and is  continuing,  to one sale,  conveyance,  alienation,  mortgage,
encumbrance,  pledge or other transfer of the Mortgaged Property by the original
Mortgagor as set forth in this Mortgage.

         (b) A sale, conveyance,  alienation,  mortgage,  encumbrance, pledge or
transfer  within the meaning of this Section 12 shall not include (x)  transfers
made by  devise  or  descent  or by  operation  of law upon the death of a joint
tenant,  partner  or  shareholder,   subject,  however,  to  all  the  following
requirements: (1) written notice of any transfer under this subsection 12(b)(x),
whether  by  will,  trust  or  other  written  instrument,  operation  of law or
otherwise,  is provided to Mortgagee or its  servicer,  together  with copies of
such  documents  relating  to the  transfer as  Mortgagee  or its  servicer  may
reasonably  request,  (2)  control  over the  management  and  operation  of the
Mortgaged  Property is retained by persons who are acceptable in all respects to
Mortgagee in its sole and absolute discretion,  and (3) no such transfer,  death
or other event has any adverse effect either on the bankruptcy-remote  status of
Mortgagor  under  the  requirements  of  any  national  rating  agency  for  the
Certificates (hereinafter defined) or on the status of Mortgagor as a continuing
legal entity liable for the payment of the Debt and the performance of all other
obligations  secured hereby,  or (y) transfers  otherwise by operation of law in
the event of a bankruptcy,  nor shall the meaning include a Lease,  but shall be
deemed to include (i) an installment sales agreement wherein Mortgagor agrees to
sell  the  Mortgaged  Property  or any  part  thereof  for a price to be paid in
installments;  (ii) an agreement by Mortgagor  leasing all or a substantial part
of the  Mortgaged  Property  for other than actual  occupancy  by a space tenant
thereunder  or a sale,  assignment  or  other  transfer  of,  or the  grant of a
security interest in, Mortgagor's right, title and interest in and to any Leases
or any Rents; (iii) if Mortgagor, Guarantor, or any general partner of Mortgagor
or Guarantor is a  corporation,  any merger,  consolidation  or the voluntary or
involuntary  sale,  conveyance or transfer of such  corporation's  stock (or the
stock of any corporation directly or indirectly  controlling such corporation by
operation of law or  otherwise)  or the creation or issuance of new stock in one
or a series  of  transactions  by which an  aggregate  of more  than 10% of such
corporation's  stock  shall  be  vested  in a party or  parties  who are not now
stockholders  (provided,  however, in no event shall this subpart [iii] apply to
any  Guarantor  whose stock,  shares or  partnership  interests  are traded on a
nationally  recognized stock  exchange);  (iv) if Mortgagor,  Guarantor,  or any
general  partner of Mortgagor or  Guarantor  is a limited  liability  company or
limited partnership,  the voluntary or involuntary sale,  conveyance or transfer
by which an aggregate of more than fifty percent (50%) of the ownership interest
in such  limited  liability  company  or more than  fifty  percent  (50%) of the
limited  partnership  interests in such limited  partnership  shall be vested in
parties not having an ownership  interest as of the date of this  Mortgage;  and
(v) if  Mortgagor,  any  Guarantor  or any general  partner of  Mortgagor or any
Guarantor  is a limited or general  partnership  or joint  venture,  the change,
removal or resignation of a general partner,  managing partner or joint venturer
or the transfer of all or any portion of the partnership interest of any general
partner, managing partner or joint venturer.

         (c)  Notwithstanding the provisions of subsections 12(a) and (b) above,
Mortgagee  will give its  consent to a one time sale or  transfer  of  Mortgaged
Property,  provided  that no Event of  Default  under  the  Loan  Documents  has
occurred and is  continuing  and (i) the  grantee's or  transferee's  integrity,
reputation,  character and management  ability are  satisfactory to Mortgagee in
its sole  discretion,  (ii) the grantee's or transferee's  (and its sole general
partner's) single purpose and


<PAGE>



bankruptcy   remote   character  are  satisfactory  to  Mortgagee  in  its  sole
discretion, (iii) and any conditions relating to the sale or transfer imposed by
any national rating agency for the  Certificates  (as defined in Section 20) are
satisfied, (iv) Mortgagee has obtained such estoppels from any guarantors of the
Note or replacement  guarantors and such other legal opinions,  certificates and
similar  matters as Mortgagee  may  require,  (v) all of  Mortgagee's  costs and
expenses  associated with the sale or transfer (including  reasonable  attorneys
fees) are paid by Mortgagor or the grantee or transferee,  (vi) the payment of a
transfer fee not to exceed 1% of the outstanding  principal  balance of the loan
evidenced by the Note and secured  hereby  (excluding  the Arkansas Note and the
Arizona  Note)  (the  "Loan"),  (vii)  the  grantee's  execution  of  a  written
assumption agreement and such modification to the Loan Documents containing such
terms as Mortgagee may require and delivery of such agreement to Mortgagee prior
to such sale or transfer  (provided  that in the event the Loan is included in a
REMIC and is a performing  Loan,  no  modification  to the terms and  conditions
shall be made or permitted that would cause (A) any adverse tax  consequences to
the REMIC or any holders of any  Certificates,  (B) the Mortgage to fail to be a
Qualifying  Mortgage under  applicable  federal law relating to REMIC's,  or (C)
result in a taxation of the income from the Loan to the REMIC or cause a loss of
REMIC  status),   (viii)  the  delivery  to  Mortgagee  of  an  endorsement  (at
Mortgagor's  sole cost and expense) to the mortgagee  policy of title  insurance
then insuring the lien created by this Mortgage in form and substance acceptable
to Mortgagee  in its sole  judgment,  (ix) the ratio of the  original  principal
amount of the Note to the greater of (A) the purchase  price paid by the grantee
or (B) the then fair market value of the Mortgaged Property, shall not exceed 75
percent as reasonably determined by Mortgagee; and (x) the debt service coverage
ratio  under the Note with  respect  to the  Mortgaged  Property  as  reasonably
determined by Mortgagee  shall be equal to or greater than 1.25:1:00 at the time
of the transfer.  Without limiting the foregoing,  if Mortgagee shall consent to
any such  transfer,  the written  assumption  agreement  described in subsection
12(c)(vii)  above  shall  provide  for the  release  of  Mortgagor  of  personal
liability  under the Note and other Loan  Documents  solely as to acts or events
occurring,  or obligations  arising,  after the closing of such sale;  provided,
however,  in no event shall such sale  operate to: (x) relieve  Mortgagor of any
personal  liability  under the Note or any of the other Loan  Documents  for any
acts or events  occurring,  or obligations  arising,  prior to or simultaneously
with the closing of such sale (subject to the  applicable  recourse  limitations
provided in the Note), and Mortgagor shall execute,  without any cost or expense
to Mortgagee,  such  documents  and  agreements  as Mortgagee  shall  reasonably
require to evidence and effectuate the ratification of such personal  liability;
or (y) relieve any current guarantor or indemnitor,  including Mortgagor, of its
obligations  under any guaranty or indemnity  agreement  executed in  connection
with the loan secured hereby (including,  without limitation,  the Environmental
Liabilities  Agreement of even date herewith [the  "Environmental  Agreement"]),
and each such current  guarantor and indemnitor shall execute,  without any cost
or expense to  Mortgagee,  such  documents  and  agreements  as Mortgagee  shall
reasonably  require to evidence and  effectuate  the  ratification  of each such
guaranty and indemnity agreement. Notwithstanding (y) preceding, if the proposed
transferee and a party associated with the proposed  transferee (the "Substitute
Guarantor")  (1) is approved by  Mortgagee in its sole  discretion  (including a
determination  that  the  proposed  transferee  and  Substitute  Guarantor  have
adequate  financial  resources),  (2)  assumes  the  obligations  of the current
guarantor  or  indemnitor  under its guaranty or  indemnity  agreement,  and (3)
executes,  without  any cost or  expense to  Mortgagee,  a new  guaranty  and/or
indemnity  agreement,  as  applicable,  in form and  substance  satisfactory  to
Mortgagee,  then Mortgagee may release the current  guarantor or indemnitor from
all obligations arising under its guaranty or indemnity


<PAGE>



agreement after the closing of such sale.

         (d) Mortgagee  may predicate its decision to grant or withhold  consent
to any subsequent sale, conveyance, alienation, mortgage, encumbrance, pledge or
other transfer upon the  satisfaction  (in the sole  determination of Mortgagee)
with such  conditions  as may be imposed by  Mortgagee,  which may include,  but
shall not be limited to, the following matters: (i) the delivery to Mortgagee of
an endorsement (at Mortgagor's sole cost and expense) to the mortgagee policy of
title  insurance  then  insuring the lien created by this Mortgage in a form and
substance  acceptable to  Mortgagee,  in its sole  judgment;  (ii) the grantee's
integrity, reputation, character,  creditworthiness and management ability being
satisfactory  to Mortgagee,  in its sole  judgment;  (iii) the grantee's  single
purpose and bankruptcy remote character being satisfactory to Mortgagee,  in its
sole  judgment;  (iv) the grantee  executing  (prior to such sale or transfer) a
written assumption agreement containing such terms as Mortgagee may require; (v)
subject to any  restrictions  described in Section  12(c) above  relating to the
Loan  being  included  in a REMIC,  an  adjustment  to the term of the  Note,  a
principal  paydown on the Note or an increase in the rate of interest payable on
the Note;  (vi) payment by Mortgagor  of a transfer  and  assumption  fee not to
exceed  one  percent  (1%) of the  then  unpaid  principal  balance  of the Note
(excluding the Arizona Note and the Arkansas  Note);  (vii) payment by Mortgagor
of the expenses described in subsection 12(f) below; and (viii) the satisfaction
of any  conditions  imposed  by any  national  rating  agency  for  Certificates
(hereinafter defined),  together with such modification(s) of the Loan Documents
and such legal opinions,  certifications  and similar matters that Mortgagee may
require.  Mortgagee agrees not to unreasonably withhold its consent to a sale or
transfer  of  the  Mortgaged   Property  upon  the  satisfaction  (in  the  sole
determination  of  Mortgagee)  of the  conditions  to its  consent  as set forth
herein;  provided,  however,  in any  event  Mortgagee  shall  be  deemed  to be
reasonable  in  withholding  its  consent if a sale to the  proposed  transferee
receives  unfavorable  comment from a national  rating agency for  Certificates.
Mortgagee  shall not be required to  demonstrate  any actual  impairment  of its
security or any increased risk of default hereunder in order to declare the Debt
immediately  due and payable upon any sale,  conveyance,  alienation,  mortgage,
encumbrance,  pledge or transfer by Mortgagor of the Mortgaged  Property without
Mortgagee's consent.

         (e) Mortgagee's consent to one sale, conveyance,  alienation, mortgage,
encumbrance, pledge or transfer of the Mortgaged Property shall not be deemed to
be a  waiver  of  Mortgagee's  right  to  require  such  consent  to any  future
occurrence of same. Any sale,  conveyance,  alienation,  mortgage,  encumbrance,
pledge or transfer  of the  Mortgaged  Property  made in  contravention  of this
Section 12 shall be null and void and of no force and effect.

         (f)  Mortgagor  agrees to bear and shall pay or reimburse  Mortgagee on
demand for all reasonable expenses (including, without limitation, all recording
costs,  reasonable  attorney's  fees and  disbursements  and title search costs)
incurred by Mortgagee in connection with the review,  approval and documentation
of any such  sale,  conveyance,  alienation,  mortgage,  encumbrance,  pledge or
transfer.

         (g) In no event shall any of the terms and  provisions  of this Section
12 amend or modify the terms and provisions contained in Section 9 herein.


<PAGE>




         13.      Estoppel Certificates and No Default Affidavits.

         (a) After  request by Mortgagee,  Mortgagor  shall within ten (10) days
furnish  Mortgagee with a statement,  duly  acknowledged and certified,  setting
forth (i) the  amount of the  original  principal  amount of the Note,  (ii) the
unpaid  principal  amount of the Note,  (iii) the rate of  interest of the Note,
(iv) the date  installments of interest and/or principal were last paid, (v) any
offsets or defenses to the payment of the Debt,  if any, and (vi) that the Note,
this  Mortgage  and the other  Loan  Documents  are  valid,  legal  and  binding
obligations  and have not been modified or if modified,  giving  particulars  of
such modification.

         (b) After  request by Mortgagee,  Mortgagor  shall within ten (10) days
furnish  Mortgagee  with  a  certificate  reaffirming  all  representations  and
warranties of Mortgagor  set forth herein and in the other Loan  Documents as of
the date  requested  by  Mortgagee  or, to the extent of any changes to any such
representations and warranties, so stating such changes.

         (c) If the Mortgaged Property includes commercial  property,  Mortgagor
shall deliver to Mortgagee upon request  subject to the applicable  tenant lease
provisions,  tenant estoppel  certificates  from each  commercial  tenant at the
Mortgaged  Property in form and substance  reasonably  satisfactory to Mortgagee
provided that Mortgagor shall not be required to deliver such  certificates more
frequently than two (2) times in any calendar year.

         14.  Changes in the Laws  Regarding  Taxation.  If any law is  amended,
enacted or adopted after the date of this  Mortgage  which deducts the Debt from
the value of the Mortgaged Property for the purpose of taxation or which imposes
a tax, either directly or indirectly, on the Debt or Mortgagee's interest in the
Mortgaged  Property,  Mortgagor  will pay such tax,  with interest and penalties
thereon,  if any. In the event Mortgagee is advised by counsel chosen by it that
the payment of such tax or interest and penalties by Mortgagor would be unlawful
or taxable to Mortgagee or  unenforceable  or provide the basis for a defense of
usury,  then in any such  event,  Mortgagee  shall have the  option,  by written
notice of not less than  forty-five  (45) days, to declare the Debt  immediately
due and payable.

         15. No  Credits on  Account  of the Debt.  Mortgagor  will not claim or
demand or be  entitled  to any  credit or credits on account of the Debt for any
part of the Taxes or Other Charges assessed against the Mortgaged  Property,  or
any part thereof,  and no deduction  shall otherwise be made or claimed from the
assessed value of the Mortgaged Property,  or any part thereof,  for real estate
tax  purposes by reason of this  Mortgage or the Debt.  In the event such claim,
credit or deduction  shall be required by law,  Mortgagee shall have the option,
by  written  notice of not less than  ninety  (90)  days,  to  declare  the Debt
immediately due and payable.

         16.  Documentary  Stamps.  If at any time the United States of America,
any State thereof or any  subdivision of any such State shall require revenue or
other stamps to be affixed to the Note or this Mortgage, or impose any other tax
or charge on the  same,  Mortgagor  will pay for the  same,  with  interest  and
penalties thereon, if any.



<PAGE>



         17. Usury Savings Clause.  It is expressly  stipulated and agreed to be
the intent of  Mortgagor,  Trustee  and  Mortgagee  at all times to comply  with
applicable state law or applicable United States federal law (to the extent that
it permits  Mortgagee  to contract  for,  charge,  take,  reserve,  or receive a
greater  amount of interest  than under state law) and that this  section  shall
control  every other  covenant and agreement in this Mortgage and the other Loan
Documents.  If  the  applicable  law  (state  or  federal)  is  ever  judicially
interpreted  so as to render  usurious  any amount  called for under the Note or
under any of the other  Loan  Documents,  or  contracted  for,  charged,  taken,
reserved,  or received with respect to the Debt, or if  Mortgagee's  exercise of
the option to  accelerate  the  maturity of the Note,  or if any  prepayment  by
Mortgagor  results  in  Mortgagor  having  paid any  interest  in excess of that
permitted by applicable law, then it is  Mortgagor's,  Trustee's and Mortgagee's
express intent that all excess amounts theretofore  collected by Mortgagee shall
be credited on the principal  balance of the Note and all other Debt (or, if the
Note and all other Debt have been or would thereby be paid in full,  refunded to
Mortgagor),  and the  provisions  of the  Note  and  the  other  Loan  Documents
immediately be deemed reformed and the amounts thereafter  collectible hereunder
and  thereunder  reduced,  without the  necessity  of the  execution  of any new
documents,  so as to comply  with the  applicable  law,  but so as to permit the
recovery of the fullest amount otherwise called for hereunder or thereunder. All
sums  paid or  agreed  to be paid to  Mortgagee  for the  use,  forbearance,  or
detention  of the Debt shall,  to the extent  permitted  by  applicable  law, be
amortized,  prorated,  allocated,  and spread throughout the full stated term of
the Debt until payment in full so that the rate or amount of interest on account
of the Debt does not exceed the maximum rate permitted under applicable law from
time to time in  effect  and  applicable  to the Debt for so long as the Debt is
outstanding. Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Trustee and/or Mortgagee
to  accelerate  the maturity of any interest that has not accrued at the time of
such  acceleration  or  to  collect  unearned  interest  at  the  time  of  such
acceleration.

         18. Books and Records.  Mortgagor  will keep accurate books and records
in accordance with sound  accounting  principles in which full, true and correct
entries shall be promptly  made with respect to the  Mortgaged  Property and the
operation thereof, and will permit all such books and records (including without
limitation  all  contracts,  statements,  invoices,  bills and claims for labor,
materials and services supplied for the construction, repair or operation of the
Improvements)  to be inspected  or audited and copies made by Mortgagee  and its
representatives  during normal business hours and at any other reasonable times.
Mortgagor  represents  that its  chief  executive  office is as set forth in the
introductory  paragraph  of  this  Mortgage  and  that  all  books  and  records
pertaining to the Mortgaged Property are maintained at such location.  Mortgagor
will  furnish,  or cause to be furnished,  to Mortgagee on or before  forty-five
(45) days after March 31, June 30, September 30 and December 31 of each calendar
year the following items, each certified by Mortgagor as being true and correct,
in such format and in such detail as Mortgagee or its servicer may request:  (a)
a written  statement  (rent roll) dated as of the last day of each such calendar
quarter  identifying  each of the  Leases by the term,  space  occupied,  rental
required  to be  paid,  security  deposit  paid,  any  rental  concessions,  and
identifying any defaults or payment delinquencies thereunder;  (b) quarterly and
year to date operating statements prepared for each calendar quarter during each
such reporting  period;  (c) a property  balance sheet for each calendar quarter
during each such reporting  period;  and (d) a comparison of the budgeted income
and expenses and the actual income and expenses for each calendar quarter during
each such reporting period and year to date. Within ninety (90) days


<PAGE>



following the end of each calendar year,  Mortgagor shall furnish a statement of
the  financial  affairs and  condition  of the  Mortgaged  Property  including a
statement  of profit and loss for the  Mortgaged  Property in such format and in
such detail as Mortgagee or its  servicer  may  request,  and setting  forth the
financial  condition and the income and expenses for the Mortgaged  Property for
the  immediately  preceding  calendar year prepared by an independent  certified
public accountant. Mortgagor shall deliver to Mortgagee copies of all income tax
returns,  requests for extension and other similar items  contemporaneously with
its delivery of same to the Internal Revenue  Service.  On or before November 30
of each  calendar  year,  Mortgagor  shall  deliver  to  Mortgagee  an  itemized
operating budget and capital  expenditure budget of the Mortgaged Property and a
management plan for the Mortgaged Property for the next succeeding calendar year
on a  quarterly  basis,  in such  format  and in such  detail as  Mortgagee  may
request.  In the event  Mortgagor  fails to deliver such reports within the time
frames  provided  above,  Mortgagor shall pay a late charge equal to two percent
(2%) of the monthly payment amount for each late submission of financial reports
to  compensate  Mortgagee  or its  servicer  for the  additional  administrative
expense  caused by such failure or delay whether or not Mortgagor is entitled to
any notice and  opportunity to cure such failure prior to the exercise of any of
the remedies. Failure to provide quarterly or annual reports shall constitute an
Event of Default under Section 23 and entitle  Mortgagee to audit or cause to be
audited  Mortgagor's  books and  records.  The late  charge and the cost of such
audit shall be immediately  payable from Mortgagor upon demand by Mortgagee and,
until paid, shall be added to and constitute a part of the Debt. At any time and
from time to time Mortgagor  shall deliver to Mortgagee or its agents such other
financial data as Mortgagor  prepares for its own use and which Mortgagee or its
agents  shall  request  with  respect  to the  ownership,  maintenance,  use and
operation of the Mortgaged Property, including, but not limited to, schedules of
gross  sales  for   percentage   rents  under  Leases.   Mortgagor  will  permit
representatives  appointed  by  Mortgagee,  including  independent  accountants,
agents, attorneys, appraisers and any other persons, to visit and inspect during
its normal business hours and at any other reasonable times any of the Mortgaged
Property  and to make  photographs  thereof,  and to write  down and  record any
information  such  representatives  obtain,  and shall  permit  Mortgagee or its
representatives  to  investigate  and verify  the  accuracy  of the  information
furnished to Mortgagee  under or in connection  with this Mortgage or any of the
other  Loan  Documents  and to  discuss  all such  matters  with  its  officers,
employees  and   representatives.   Mortgagor   will  furnish  to  Mortgagee  at
Mortgagor's  expense  all  evidence  which  Mortgagee  may  from  time  to  time
reasonably  request as to the accuracy and  validity of or  compliance  with all
representations  and  warranties  made by  Mortgagor in the Loan  Documents  and
satisfaction of all conditions contained therein. Any inspection or audit of the
Mortgaged  Property or the books and records of  Mortgagor,  or the procuring of
documents  and financial  and other  information,  by or on behalf of Mortgagee,
shall  be  for  Mortgagee's  protection  only,  and  shall  not  constitute  any
assumption  of  responsibility  or liability by Mortgagee to Mortgagor or anyone
else with regard to the condition, construction, maintenance or operation of the
Mortgaged  Property,  nor  Mortgagee's  approval of any  certification  given to
Mortgagee nor relieve Mortgagor of any of Mortgagor's obligations.

         19.  Performance  of Other  Agreements.  Mortgagor  shall  observe  and
perform each and every term to be observed or performed by Mortgagor pursuant to
the terms of any agreement or recorded instrument affecting or pertaining to the
Mortgaged Property.

     20.  Further Acts,  etc.  Mortgagor  will,  at the cost of  Mortgagor,  and
without expense to
<PAGE>



Mortgagee, do, execute, acknowledge and deliver all and every such further acts,
deeds,  conveyances,  mortgages,  assignments,  notices of  assignment,  Uniform
Commercial Code financing statements or continuation  statements,  transfers and
assurances  as  Mortgagee  shall,  from time to time,  require,  for the  better
assuring, conveying, assigning,  transferring, and confirming unto Mortgagee the
property  and  rights  hereby  mortgaged,   given,  granted,   bargained,  sold,
alienated, enfeoffed, conveyed, confirmed, pledged, assigned and hypothecated or
intended now or hereafter so to be, or which  Mortgagor  may be or may hereafter
become bound to convey or assign to Mortgagee, or for carrying out the intention
or  facilitating  the  performance  of the terms of this Mortgage or for filing,
registering or recording this Mortgage.  Mortgagor,  on demand, will execute and
deliver and hereby  authorizes  Mortgagee to execute in the name of Mortgagor or
without the  signature of Mortgagor to the extent  Mortgagee may lawfully do so,
one or more financing  statements,  chattel mortgages or other  instruments,  to
evidence more  effectively  the security  interest of Mortgagee in the Mortgaged
Property. Mortgagor grants to Mortgagee an irrevocable power of attorney coupled
with an interest for the purpose of exercising and perfecting any and all rights
and remedies  available to  Mortgagee  at law and in equity,  including  without
limitation  such rights and remedies  available  to  Mortgagee  pursuant to this
paragraph.

         (a) Mortgagee (and its mortgage servicer and their respective  assigns)
shall  have the right to  disclose  in  confidence  such  financial  information
regarding Mortgagor, Guarantor or the Mortgaged Property as may be necessary (i)
to complete any sale or attempted sale of the Note or participations in the loan
(or any transfer of the mortgage  servicing  thereof)  evidenced by the Note and
the Loan  Documents,  (ii) to service  the Note or (iii) to furnish  information
concerning  the  payment  status of the Note to the holder or  beneficial  owner
thereof,   including,   without  limitation,   all  Loan  Documents,   financial
statements,  projections,  internal memoranda, audits, reports, payment history,
appraisals  and  any  and  all  other   information  and  documentation  in  the
Mortgagee's  files (and such servicer's  files)  relating to the Mortgagor,  any
Guarantor and the Mortgaged Property. This authorization shall be irrevocable in
favor of the Mortgagee (and its mortgage servicer and their respective assigns),
and  Mortgagor  and  Guarantor  waive any claims that they may have  against the
Mortgagee,  its  mortgage  servicer  and their  respective  assigns or the party
receiving information from the Mortgagee pursuant hereto regarding disclosure of
information  in such files and further waive any alleged  damages which they may
suffer as a result of such disclosure.

         (b) The Mortgagor  acknowledges  that the Mortgagee intends to sell the
loan  evidenced by the Note and the Loan Documents or a  participation  interest
therein  to a party who may pool the loan  with a number  of other  loans and to
have the holder of such loans (most likely a special purpose REMIC) issue one or
more classes of Mortgage Backed Pass-Through  Certificates (the "Certificates"),
which may be rated by one or more national rating  agencies.  Mortgagee (and its
mortgage servicer and their respective  assigns) shall be permitted to share any
of the information  referred to in subsection (b) above, whether obtained before
or after the date of the Note,  with the  holders  or  potential  holders of the
Certificates,  investment  banking firms,  rating  agencies,  accounting  firms,
custodians,  successor  mortgage  servicers,  law firms  and  other  third-party
advisory  firms  involved  with  the  loan  evidenced  by the  Note and the Loan
Documents or the Certificates. It is understood that the information provided by
the Mortgagor to the Mortgagee  (or its mortgage  servicer and their  respective
assigns) or otherwise  received by Mortgagee (or its mortgage servicer and their
respective  assigns) in connection with the loan evidenced by the Loan Documents
may


<PAGE>



ultimately be incorporated into the offering  documents for the Certificates and
thus various prospective  investors may also see some or all of the information.
The Mortgagee (and its mortgage  servicer and their respective  assigns) and all
of the aforesaid  third-party  advisors and professional firms shall be entitled
to rely on the information supplied by, or on behalf of, the Mortgagor.

         21. Recording of Mortgage, etc. Upon the execution and delivery of this
Mortgage and thereafter,  from time to time, Mortgagor will cause this Mortgage,
and any security  instrument  creating a lien or security interest or evidencing
the lien hereof  upon the  Mortgaged  Property  and each  instrument  of further
assurance to be filed,  registered or recorded in such manner and in such places
as may be required  by any  present or future law in order to publish  notice of
and fully to protect the lien or security interest hereof upon, and the interest
of  Mortgagee  in,  the  Mortgaged  Property.  Mortgagor  will  pay all  filing,
registration  or recording fees, and all expenses  incident to the  preparation,
execution and acknowledgment of this Mortgage, any mortgage supplemental hereto,
any  security  instrument  with  respect  to  the  Mortgaged  Property  and  any
instrument of further assurance,  and all federal,  state, county and municipal,
taxes, duties, imposts,  assessments and charges arising out of or in connection
with the  execution  and delivery of this  Mortgage,  any mortgage  supplemental
hereto,  any security  instrument with respect to the Mortgaged  Property or any
instrument  of  further  assurance,  except  where  prohibited  by law so to do.
Mortgagor  shall hold  harmless and  indemnify  Mortgagee,  its  successors  and
assigns,  against any liability  incurred by reason of the imposition of any tax
on the making and recording of this Mortgage.

     22.  Reporting  Requirements.  Mortgagor  agrees to give  prompt  notice to
Mortgagee  of the  insolvency  or  bankruptcy  filing of Mortgagor or the death,
insolvency or bankruptcy filing of any Guarantor.

         23. Events of Default. The term "Event of Default" as used herein shall
mean the occurrence or happening,  at any time and from time to time, of any one
or more of the following:

     (a) if any  portion  of the Debt is not paid  within ten (10) days from the
date when the same is due;

         (b) if the  Policies  are not kept in full force and effect,  or if the
Policies are not delivered to Mortgagee upon request;

         (c) if  Mortgagor  fails to  timely  provide  any  quarterly  or annual
financial or accounting report;

         (d) if  Mortgagor  sells,  conveys,  alienates,  mortgages,  encumbers,
pledges or otherwise  transfers any portion of the Mortgaged Property or permits
the  Mortgaged  Property or any part  thereof to be sold,  conveyed,  alienated,
mortgaged,   encumbered,   levied,  pledged  or  otherwise  transferred  without
Mortgagee's  prior  written  consent  except as may be  permitted  in Section 12
above;

         (e)  if  any  representation  or  warranty  of  Mortgagor,  or  of  any
Guarantor,  made  herein,  in  any  Loan  Document,  any  guaranty,  or  in  any
certificate, report, financial statement or other


<PAGE>



instrument  or document  furnished  to  Mortgagee  shall have been false or
misleading in any material respect when made;

         (f) if  Mortgagor or any  Guarantor  shall make an  assignment  for the
benefit of creditors or if Mortgagor or any Guarantor shall admit in writing its
inability  to pay,  or  Mortgagor's  or any  Guarantor's  failure to pay,  debts
generally as the debts become due;

         (g)  if a  receiver,  liquidator  or  trustee  of  Mortgagor  or of any
Guarantor  shall  be  appointed  or if  Mortgagor  or  any  Guarantor  shall  be
adjudicated  a  bankrupt  or  insolvent,  or if  any  petition  for  bankruptcy,
reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal or state law, shall be filed by or against,  consented to, or acquiesced
in by,  Mortgagor or any Guarantor or if Mortgagor or any Guarantor  shall admit
in writing its insolvency or bankruptcy or if any proceeding for the dissolution
or liquidation of Mortgagor or of any Guarantor shall be instituted; however, if
such appointment,  adjudication,  petition or proceeding was involuntary and not
consented to by Mortgagor or such Guarantor, upon the same not being discharged,
stayed or dismissed within sixty (60) days;

         (h) subject to Mortgagor's  right to contest as provided herein, if the
Mortgaged Property becomes subject to any mechanic's, materialman's, mortgage or
other lien except a lien for local real estate  taxes and  assessments  not then
due and payable;

         (i) if  Mortgagor  fails to cure  properly  any  violations  of laws or
ordinances  affecting  or which  may be  interpreted  to  affect  the  Mortgaged
Property;

         (j) except as  permitted  in this  Mortgage,  the actual or  threatened
alteration,  improvement,  demolition  or  removal  of any  of the  Improvements
without the prior consent of Mortgagee;

         (k) damage to the Mortgaged Property in any manner which is not covered
by insurance  solely as a result of  Mortgagor's  failure to maintain  insurance
required in accordance with this Mortgage;

         (l) if Mortgagor shall default under any term,  covenant,  or condition
of this Mortgage or any of the other Loan  Documents  other than as specified in
any of the above subparagraphs;

         (m) if without Mortgagee's prior consent (i) the managing agent for the
Mortgaged  Property  resigns or is removed or (ii) the ownership,  management or
control of such managing  agent is  transferred to a person or entity other than
the general partner or managing partner of the Mortgagor,  or (iii) there is any
material change in the property management agreement of the Mortgaged Property;

         (n) if all or a substantial part of Mortgagor's  assets (other than the
Mortgaged  Property)  are  attached,  seized,  subjected  to a writ or  distress
warrant or are levied upon  (unless such  attachment,  seizure,  writ,  distress
warrant or levy is vacated  within  sixty  [60] days  following  the date of the
same);


<PAGE>



         (o) entry of a judgment in excess of $100,000.00  and the expiration of
any appeal  rights or the  dismissal or final  adjudication  of appeals  against
Mortgagor  (unless such judgment is vacated within sixty [60] days following the
date of the same);

         (p) the Mortgage shall cease to constitute a first-priority lien on the
Mortgaged Property (other than in accordance with its terms);

         (q) seizure or  forfeiture of the  Mortgaged  Property,  or any portion
thereof, or Mortgagor's interest therein,  resulting from criminal wrongdoing or
other  unlawful  action  of  Mortgagor,  its  affiliates,  or any  tenant in the
Mortgaged Property under any federal, state or local law;

         (r) an Event of Default occurs under the Arizona Note or any one of the
other Loan Documents (as defined in the Arizona Note); and

         (s) an Event of Default  occurs under the  Arkansas  Note or any one of
the other Loan Documents (as defined in the Arkansas Note).

         24. Notice and Cure. Notwithstanding the foregoing, Mortgagee agrees to
give to Mortgagor  written notice as described below of (a) Mortgagor's  failure
to pay any  part of the Debt  when due (a  "Monetary  Default"),  (b) a  default
referred to in subsection 23(p) above (a "First Lien Default") and (c) a default
referred to in  subsections  23(c),(i) or (1) above (a  "Nonmonetary  Default").
Mortgagor  shall  have a period of ten (10) days from its  receipt  of notice in
which  to  cure  a  Monetary  Default  (which  written  notice  period  may  run
concurrently  with the ten [10] day period  referred  to in  subsection  23[a]),
shall  have a period of twenty  (20) days from its  receipt  of notice to cure a
First Lien  Default and shall have a period of twenty (20) days from its receipt
of notice in which to cure a Nonmonetary Default unless such Nonmonetary Default
is not  susceptible  to cure within  such twenty (20) day period,  in which case
Mortgagor  shall  commence to cure such  Nonmonetary  Default within twenty (20)
days  following  notice  and  diligently  prosecute  such  cure  to  completion,
provided,  however,  that Mortgagor will provide Mortgagee with such information
as Mortgagee may reasonably  request concerning the status of any attempted cure
of any such  Nonmonetary  Default and the cure of any such  Nonmonetary  Default
must be completed  to the  satisfaction  of Mortgagee  within sixty (60) days of
notice in any case. Notwithstanding the foregoing,  Mortgagee may, but shall not
be required,  to give notice of a Monetary  Default or a recurrence  of the same
Nonmonetary  Default  more  frequently  than two times in any  calendar  year. A
Monetary  Default  and/or First Lien Default  and/or  Nonmonetary  Default shall
nevertheless  be an Event of Default for all purposes  under the Loan  Documents
(including,  without  limitation,  Mortgagee's right to collect Default Interest
and any other  administrative  charge  set forth in the  Note)  except  that the
acceleration of the Debt or other exercise of remedies shall not be prior to the
expiration of the applicable cure and/or grace periods provided in Section 23 or
in this section.

         25. Remedies. Upon the occurrence of an Event of Default and subject to
any applicable  cure period,  Mortgagee may, at  Mortgagee's  option,  and by or
through  Trustee,  by Mortgagee  itself or otherwise,  do any one or more of the
following:

     (a) Right to Perform Mortgagor's Covenants. If Mortgagor has failed to keep
or perform
<PAGE>



any covenant whatsoever  contained in this Mortgage or the other Loan Documents,
Mortgagee  may, but shall not be  obligated  to any person to do so,  perform or
attempt to perform said  covenant;  and any payment made or expense  incurred in
the performance or attempted performance of any such covenant, together with any
sum  expended  by  Mortgagee  that is  chargeable  to  Mortgagor  or  subject to
reimbursement by Mortgagor under the Loan Documents,  shall be and become a part
of the "Debt," and Mortgagor promises,  upon demand, to pay to Mortgagee, at the
place  where the Note is  payable,  all sums so  incurred,  paid or  expended by
Mortgagee,  with  interest  from the date when paid,  incurred  or  expended  by
Mortgagee at the Default Rate as specified in the Note.

         (b)  Right  of  Entry.  Mortgagee  may,  prior  or  subsequent  to  the
institution of any foreclosure  proceedings,  enter upon the Mortgaged Property,
or any part thereof, and take exclusive possession of the Mortgaged Property and
of all books,  records,  and accounts  relating  thereto and to exercise without
interference  from Mortgagor any and all rights which Mortgagor has with respect
to the management,  possession,  operation,  protection,  or preservation of the
Mortgaged Property,  including without limitation the right to rent the same for
the account of Mortgagor and to deduct from such Rents all costs,  expenses, and
liabilities  of every  character  incurred by the Mortgagee in  collecting  such
Rents and in managing,  operating,  maintaining,  protecting,  or preserving the
Mortgaged  Property and to apply the remainder of such Rents on the Debt in such
manner as  Mortgagee  may  elect.  All such  costs,  expenses,  and  liabilities
incurred by the Mortgagee in collecting  such Rents and in managing,  operating,
maintaining,  protecting,  or preserving the Mortgaged Property, if not paid out
of Rents as hereinabove provided,  shall constitute a demand obligation owing by
Mortgagor and shall bear interest from the date of expenditure until paid at the
Default Rate as specified in the Note,  all of which shall  constitute a portion
of the Debt.  If necessary  to obtain the  possession  provided  for above,  the
Mortgagee  may  invoke  any and all  legal  remedies  to  dispossess  Mortgagor,
including  specifically  one or more  actions for forcible  entry and  detainer,
trespass to try title, and  restitution.  In connection with any action taken by
the Mortgagee pursuant to this  subparagraph,  the Mortgagee shall not be liable
for any loss  sustained  by  Mortgagor  resulting  from any  failure  to let the
Mortgaged  Property,  or any part thereof,  or from any other act or omission of
the Mortgagee in managing the Mortgaged  Property  unless such loss is caused by
the willful misconduct of the Mortgagee, nor shall the Mortgagee be obligated to
perform or discharge any obligation, duty, or liability under any Lease or under
or by reason hereof or the exercise of rights or remedies  hereunder.  Mortgagor
shall and does hereby  agree to  indemnify  the  Mortgagee  for, and to hold the
Mortgagee  harmless from, any and all liability,  loss, or damage,  which may or
might be  incurred by the  Mortgagee  under any such Lease or under or by reason
hereof or the  exercise  of rights or remedies  hereunder,  and from any and all
claims and demands  whatsoever  which may be asserted  against the  Mortgagee by
reason of any  alleged  obligations  or  undertakings  on its part to perform or
discharge  any of the terms,  covenants,  or  agreements  contained  in any such
Lease.  Should the  Mortgagee  incur any such  liability,  the  amount  thereof,
including without limitation costs,  expenses,  and reasonable  attorneys' fees,
together with interest  thereon from the date of  expenditure  until paid at the
Default Rate as specified in the Note,  shall be secured  hereby,  and Mortgagor
shall reimburse the Mortgagee therefor immediately upon demand.  Nothing in this
subsection  shall  impose  any  duty,  obligation,  or  responsibility  upon the
Mortgagee for the control, care, management, leasing, or repair of the Mortgaged
Property,  nor for the  carrying out of any of the terms and  conditions  of any
such Lease; nor shall it operate to make the Mortgagee responsible or liable for
any waste  committed  on the  Mortgaged  Property by the tenants or by any other
parties, or for any


<PAGE>



hazardous  substances  or  environmental  conditions  on or under the  Mortgaged
Property,  or for any dangerous or defective condition of the Mortgaged Property
or for any negligence in the management,  leasing, upkeep, repair, or control of
the  Mortgaged  Property  resulting  in loss or injury  or death to any  tenant,
licensee,  employee,  or stranger.  Mortgagor hereby assents to,  ratifies,  and
confirms  any and all actions of the  Mortgagee  with  respect to the  Mortgaged
Property taken under this subparagraph.

         (c)  Right to  Accelerate.  Mortgagee  may,  without  notice  except as
provided  in Section 24 above,  demand,  presentment,  notice of  nonpayment  or
nonperformance,  protest,  notice of  protest,  notice of intent to  accelerate,
notice of  acceleration,  or any other notice or any other action,  all of which
are hereby  waived by Mortgagor  and all other  parties  obligated in any manner
whatsoever  on  the  Debt,  declare  the  entire  unpaid  balance  of  the  Debt
immediately  due and  payable,  and upon such  declaration,  the  entire  unpaid
balance of the Debt shall be immediately due and payable.

         (d)  Foreclosure-Power of Sale. Mortgagee may institute a proceeding or
proceedings,  judicial, or nonjudicial,  by advertisement or otherwise,  for the
complete or partial foreclosure of this Mortgage or the complete or partial sale
of the Mortgaged  Property under the power of sale contained herein or under any
applicable provision of law. Mortgagee may sell the Mortgaged Property,  and all
estate, right, title,  interest,  claim and demand of Mortgagor therein, and all
rights  of  redemption  thereof,  at one or more  sales,  as an  entirety  or in
parcels,  with such elements of real and/or personal property,  and at such time
and place and upon such terms as it may deem expedient, or as may be required by
applicable law, and in the event of a sale, by foreclosure or otherwise, of less
than all of the Mortgaged  Property,  this Mortgage shall continue as a lien and
security interest on the remaining portion of the Mortgaged Property.

         (e)  Rights  Pertaining  to  Sales.  Subject  to  the  requirements  of
applicable law and except as otherwise provided herein, the following provisions
shall apply to any sale or sales of all or any portion of the Mortgaged Property
under or by virtue of subsection (d) above, whether made under the power of sale
herein  granted or by virtue of judicial  proceedings or of a judgment or decree
of foreclosure and sale:

                  i) Should  Mortgagee  elect to  foreclose  by  exercise of the
         power of sale herein  contained,  Mortgagee  shall  notify  Trustee and
         shall  deposit  with  Trustee  this Deed of Trust and the Note and such
         receipts  and  evidence  of  expenditures  made and  secured  hereby as
         Trustee  may  require.  Upon  receipt of such  notice  from  Mortgagee,
         Trustee  shall  cause  to  be  recorded,  published  and  delivered  to
         Mortgagor  such Notice of Default  (herein so called)  and  Election to
         Sell  (herein so called)  as then  required  by law and by this Deed of
         Trust. Trustee shall, without demand on Mortgagor,  after lapse of such
         time as may  then be  required  by law and  after  recordation  of such
         Notice  of  Default  and  after  Notice of Sale  having  been  given as
         required by law, sell the  Mortgaged  Property at the time and place of
         sale  fixed by it in said  Notice  of Sale,  either  as a whole,  or in
         separate lots or parcels or items as Trustee shall deem expedient,  and
         in such order as it may  determine,  at public  auction to the  highest
         bidder  for cash in lawful  money of the United  States  payable at the
         time of sale.  Trustee  shall  deliver to such  purchaser or purchasers
         thereof its good and sufficient deed or deeds conveying the property so
         sold, but without any covenant or warranty, express or implied.


<PAGE>



         The  recitals in such deed of any matters or facts shall be  conclusive
         proof of the  truthfulness  thereof.  Any  person,  including,  without
         limitation,  Mortgagor, Trustee or Mortgagee, may purchase at such sale
         and Mortgagor  hereby covenants to warrant and defend the title of such
         purchaser or purchasers.  After deducting all costs,  fees and expenses
         of Trustee and of this Trust,  including  costs of evidence of title in
         connection  with sale,  Trustee shall apply the proceeds of sale in the
         following  priority,  to payment of: (A) first, all sums expended under
         the terms hereof, not then repaid, with accrued interest at the Default
         Rate;  (B)  second,  all other sums then  secured  hereby;  and (C) the
         remainder,  if any, to the person or persons legally entitled  thereto.
         Trustee or Mortgagee may conduct any number of sales from time to time.
         The power of sale set forth above shall not be  exhausted by any one or
         more such sales as to any part of the  Mortgaged  Property  which shall
         not have  been  sold,  nor by any sale  which  is not  completed  or is
         defective in Mortgagee's  opinion,  until the Debt shall have been paid
         in full.

                  ii)  Any  sale  may  be   postponed  or  adjourned  by  public
         announcement  at the time and place appointed for such sale or for such
         postponed or adjourned sale without further notice.

                  iii) After each sale, Mortgagee,  Trustee or an officer of any
         court  empowered to do so shall execute and deliver to the purchaser or
         purchasers at such sale a good and sufficient instrument or instruments
         granting,  conveying,  assigning and transferring all right,  title and
         interest of  Mortgagor in and to the property and rights sold and shall
         receive  the  proceeds  of said  sale or sales  and  apply  the same as
         specified  in the  Note.  Each  of  Trustee  and  Mortgagee  is  hereby
         appointed  the true and lawful  attorney-in-fact  of  Mortgagor,  which
         appointment  is  irrevocable  and shall be deemed to be coupled with an
         interest,  in  Mortgagor's  name  and  stead,  to  make  all  necessary
         conveyances,  assignments, transfers and deliveries of the property and
         rights so sold, Mortgagor hereby ratifying and confirming all that said
         attorney or such substitute or substitutes  shall lawfully do by virtue
         thereof. Nevertheless, Mortgagor, if requested by Trustee or Mortgagee,
         shall  ratify  and  confirm  any such  sale or sales by  executing  and
         delivering to Trustee,  Mortgagee or such  purchaser or purchasers  all
         such  instruments  as may be  advisable,  in Trustee's  or  Mortgagee's
         judgment, for the purposes as may be designated in such request.

                  iv) Any and all  statements of fact or other  recitals made in
         any of the  instruments  referred  to in  subparagraph  (iii)  of  this
         subsection  (e)  given  by  Trustee  or  Mortgagee  shall  be  taken as
         conclusive and binding  against all persons as to evidence of the truth
         of the facts so stated and recited.

                  v) Any such sale or sales  shall  operate to divest all of the
         estate, right, title, interest, claim and demand whatsoever, whether at
         law or in equity,  of Mortgagor in and to the  properties and rights so
         sold,  and shall be a perpetual  bar both at law and in equity  against
         Mortgagor  and any and all persons  claiming or who may claim the same,
         or any part  thereof  or any  interest  therein,  by,  through or under
         Mortgagor to the fullest extent permitted by applicable law.



<PAGE>



                  vi) Upon any such  sale or  sales,  Mortgagee  may bid for and
         acquire the Mortgaged  Property  and, in lieu of paying cash  therefor,
         may make  settlement  for the purchase  price by crediting  against the
         Debt the amount of the bid made therefor, after deducting therefrom the
         expenses of the sale, the cost of any enforcement proceeding hereunder,
         and any other sums which  Trustee or Mortgagee is  authorized to deduct
         under the terms hereof, to the extent necessary to satisfy such bid.

                  vii)  Upon  any  such  sale,  it shall  not be  necessary  for
         Trustee,  Mortgagee or any public  officer  acting  under  execution or
         order of court to have present or  constructively in its possession any
         of the Mortgaged Property.

         (f) Mortgagee's Judicial Remedies.  Mortgagee,  or Trustee upon written
request of  Mortgagee,  may  proceed by suit or suits,  at law or in equity,  to
enforce the payment of the Debt to foreclose the liens and security interests of
this Mortgage as against all or any part of the Mortgaged Property,  and to have
all or any part of the Mortgaged Property sold under the judgment or decree of a
court of competent  jurisdiction.  This remedy shall be  cumulative of any other
nonjudicial remedies available to the Mortgagee under this Mortgage or the other
Loan  Documents.  Proceeding  with a request or  receiving a judgment  for legal
relief  shall not be or be  deemed  to be an  election  of  remedies  or bar any
available nonjudicial remedy of the Mortgagee.

         (g)  Mortgagee's  Right to  Appointment  of Receiver . Mortgagee,  as a
matter of right and (i) without  regard to the  sufficiency  of the security for
repayment of the Debt and without notice to Mortgagor,  (ii) without any showing
of insolvency,  fraud, or mismanagement on the part of Mortgagor,  (iii) without
the  necessity  of  filing  any  judicial  or other  proceeding  other  than the
proceeding for  appointment  of a receiver,  and (iv) without regard to the then
value of the  Mortgaged  Property,  shall be  entitled to the  appointment  of a
receiver or receivers for the protection,  possession,  control,  management and
operation of the Mortgaged Property,  including (without limitation),  the power
to  collect  the  Rents,  enforce  this  Mortgage  and,  in case  of a sale  and
deficiency,  during the full statutory  period of redemption  (if any),  whether
there  be a  redemption  or not,  as well  as  during  any  further  times  when
Mortgagor,  except for the  intervention of such receiver,  would be entitled to
collection  of  such  Rents.   Mortgagor  hereby  irrevocably  consents  to  the
appointment of a receiver or receivers.  Any receiver  appointed pursuant to the
provisions  of this  subsection  shall  have the  usual  powers  and  duties  of
receivers in such matters.

         (h) Mortgagee's  Uniform  Commercial  Code Remedies.  The Mortgagee may
exercise its rights of enforcement  under the Uniform  Commercial Code in effect
in the state in which the Mortgaged Property is located.

         (i) Other Rights.  Mortgagee (i) may surrender the Policies  maintained
pursuant to this Mortgage or any part thereof,  and upon receipt shall apply the
unearned  premiums  as a credit  on the  Debt,  and,  in  connection  therewith,
Mortgagor  hereby  appoints  Mortgagee as agent and  attorney-in-fact  (which is
coupled with an interest and is therefore  irrevocable) for Mortgagor to collect
such  premiums;  and (ii) may apply the Tax and  Insurance  Escrow  Fund and any
other funds held by Mortgagee  toward  payment of the Debt; and (iii) shall have
and may exercise any and all other rights and remedies which  Mortgagee may have
at law or in equity, or by virtue of any of the


<PAGE>



Loan Documents, or otherwise.

         (j) Discontinuance of Remedies.  In case Mortgagee shall have proceeded
to invoke any right,  remedy, or recourse permitted under the Loan Documents and
shall thereafter elect to discontinue or abandon same for any reason,  Mortgagee
shall have the  unqualified  right so to do and,  in such event,  Mortgagor  and
Mortgagee shall be restored to their former  positions with respect to the Debt,
the Loan  Documents,  the  Mortgaged  Property  or  otherwise,  and the  rights,
remedies,  recourses and powers of Mortgagee shall continue as if same had never
been invoked.

         (k)  Remedies  Cumulative.  All  rights,  remedies,  and  recourses  of
Mortgagee  granted in the Note, this Mortgage and the other Loan Documents,  any
other pledge of collateral,  or otherwise  available at law or equity: (i) shall
be cumulative and concurrent; (ii) may be pursued separately,  successively,  or
concurrently  against Mortgagor,  the Mortgaged Property,  or any one or more of
them, at the sole  discretion  of Mortgagee;  (iii) may be exercised as often as
occasion therefor shall arise, it being agreed by Mortgagor that the exercise or
failure to exercise  any of same shall in no event be  construed  as a waiver or
release  thereof  or of any other  right,  remedy,  or  recourse;  (iv) shall be
nonexclusive; (v) shall not be conditioned upon Mortgagee exercising or pursuing
any remedy in relation to the  Mortgaged  Property  prior to Mortgagee  bringing
suit to recover the Debt; and (vi) in the event  Mortgagee  elects to bring suit
on the Debt and obtains a judgment  against  Mortgagor  prior to exercising  any
remedies  in  relation  to  the  Mortgaged  Property,  all  liens  and  security
interests,  including the lien of this Mortgage,  shall remain in full force and
effect and may be exercised thereafter at Mortgagee's option.

         (l)  Election  of  Remedies.   Mortgagee  may  release,  regardless  of
consideration,  any part of the Mortgaged Property without, as to the remainder,
in any  way  impairing,  affecting,  subordinating,  or  releasing  the  lien or
security  interests  evidenced by this  Mortgage or the other Loan  Documents or
affecting the  obligations  of Mortgagor or any other party to pay the Debt. For
payment of the Debt, Mortgagee may resort to any collateral securing the payment
of the Debt in such order and manner as Mortgagee may elect. No collateral taken
by Mortgagee shall in any manner impair or affect the lien or security interests
given  pursuant  to the Loan  Documents,  and all  collateral  shall  be  taken,
considered, and held as cumulative.

         (m) Waivers.  Mortgagor hereby irrevocably and  unconditionally  waives
and  releases:  (i) all benefits that might accrue to Mortgagor by virtue of any
present or future law exempting the Mortgaged Property from attachment,  levy or
sale  on  execution  or  providing  for  any  appraisement,  valuation,  stay of
execution,  exemption from civil process,  redemption,  or extension of time for
payment;  (ii) all notices of any Event of Default except as expressly  provided
herein or of Trustee's  exercise of any right,  remedy, or recourse provided for
under the Loan Documents; and (iii) any right to a marshalling of assets, a sale
in inverse order of  alienation or any other right to direct in any manner,  the
order of sale of any of the Mortgaged Property.

         (n) Statute of Limitations.  To the extent permitted by applicable law,
Mortgagee's  rights  hereunder shall continue even to the extent that a suit for
collection of the Debt, or part thereof,  is barred by a statute of limitations.
Mortgagor  hereby  expressly waives and releases to the fullest extent permitted
by law,  the pleading of any statute of  limitations  as a defense to payment of
the


<PAGE>



Debt.

         (o)  Waiver of  Automatic  or  Supplemental  Stay.  In the event of the
filing of any voluntary or involuntary  petition under the U.S.  Bankruptcy Code
(the  "Bankruptcy  Code") by or against  Mortgagor  (other  than an  involuntary
petition filed by or joined in by Mortgagee), the Mortgagor shall not assert, or
request any other party to assert,  that the automatic stay under ss. 362 of the
Bankruptcy Code shall operate or be interpreted to stay,  interdict,  condition,
reduce or inhibit  the  ability  of  Mortgagee  to enforce  any rights it has by
virtue of this Mortgage,  or any other rights that Mortgagee has, whether now or
hereafter acquired,  against any guarantor of the Debt. Further, Mortgagor shall
not  seek a  supplemental  stay  or any  other  relief,  whether  injunctive  or
otherwise,  pursuant to ss. 105 of the  Bankruptcy  Code or any other  provision
therein  to stay,  interdict,  condition,  reduce  or  inhibit  the  ability  of
Mortgagee  to enforce any rights it has by virtue of this  Mortgage  against any
guarantor of the Debt.  The waivers  contained in this  paragraph are a material
inducement to Mortgagee's  willingness to enter into this Mortgage and Mortgagor
acknowledges  and agrees that no grounds exist for equitable  relief which would
bar,  delay or impede  the  exercise  by  Mortgagee  of  Mortgagee's  rights and
remedies against Mortgagor or any guarantor of the Debt.

         (p) Bankruptcy  Acknowledgment.  In the event the Mortgaged Property or
any portion thereof or any interest  therein becomes  property of any bankruptcy
estate or subject to any state or federal insolvency proceeding,  then Mortgagee
shall  immediately  become  entitled,  in addition to all other  relief to which
Mortgagee may be entitled under this  Mortgage,  to obtain (i) an order from the
Bankruptcy Court or other appropriate  court granting  immediate relief from the
automatic stay pursuant to ss. 362 of the Bankruptcy Code so to permit Mortgagee
to pursue its rights and  remedies  against  Mortgagor  as  provided  under this
Mortgage  and all other  rights and  remedies of  Mortgagee at law and in equity
under  applicable  state  law,  and (ii) an  order  from  the  Bankruptcy  Court
prohibiting Mortgagor's use of all "cash collateral" as defined under ss. 363 of
the Bankruptcy Code. In connection with such Bankruptcy Court orders,  Mortgagor
shall not  contend  or allege in any  pleading  or  petition  filed in any court
proceeding that Mortgagee does not have  sufficient  grounds for relief from the
automatic  stay. Any bankruptcy  petition or other action taken by the Mortgagor
to stay, condition, or inhibit Mortgagee from exercising its remedies are hereby
admitted  by  Mortgagor  to be in bad faith and  Mortgagor  further  admits that
Mortgagee  would have just cause for relief from the automatic  stay in order to
take such actions authorized under state law.

         (q)  Application  of Proceeds.  The proceeds from any sale,  lease,  or
other  disposition  made  pursuant to this  Mortgage,  or the proceeds  from the
surrender of any insurance  policies  pursuant hereto, or any Rents collected by
Mortgagee from the Mortgaged  Property,  or the Tax and Insurance Escrow Fund or
sums received  pursuant to Section 7 hereof,  or proceeds from  insurance  which
Mortgagee  elects to apply to the Debt  pursuant  to Section 3 hereof,  shall be
applied  by  Trustee,  or by  Mortgagee,  as the case may be, to the Debt in the
following order and priority: (1) to the payment of all expenses of advertising,
selling,   and  conveying  the  Mortgaged  Property  or  part  thereof,   and/or
prosecuting  or otherwise  collecting  Rents,  proceeds,  premiums or other sums
including  reasonable  attorneys'  fees and a reasonable  fee or  commission  to
Trustee, not to exceed five percent of the proceeds thereof or sums so received;
(2) to that  portion,  if any,  of the Debt with  respect  to which no person or
entity has personal or entity liability for payment (the "Exculpated  Portion"),
and with respect to the  Exculpated  Portion as follows:  first,  to accrued but
unpaid


<PAGE>



interest,  second, to matured  principal,  and third, to unmatured  principal in
inverse order of maturity;  (3) to the remainder of the Debt as follows:  first,
to the remaining accrued but unpaid interest,  second, to the matured portion of
principal of the Debt,  and third,  to prepayment of the unmatured  portion,  if
any, of principal of the Debt  applied to  installments  of principal in inverse
order  of  maturity;  (4)  the  balance,  if any or to  the  extent  applicable,
remaining  after  the full  and  final  payment  of the  Debt to the  holder  or
beneficiary of any inferior liens  covering the Mortgaged  Property,  if any, in
order of the priority of such inferior liens (Trustee and Mortgagee shall hereby
be entitled to rely  exclusively on a commitment for title  insurance  issued to
determine such  priority);  and (5) the cash balance,  if any, to the Mortgagor.
The  application  of proceeds of sale or other  proceeds as  otherwise  provided
herein shall be deemed to be a payment of the Debt like any other  payment.  The
balance of the Debt remaining  unpaid,  if any, shall remain fully due and owing
in  accordance  with and  subject  to the terms of the Note and the  other  Loan
Documents.

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

                  (s)  Notice to Account  Debtors.  Mortgagee  may,  at any time
after a default  hereunder,  which  default is not cured  within any  applicable
grace or cure period,  notify the account  debtors and obligors of any accounts,
chattel paper,  negotiable  instruments or other  evidences of  indebtedness  to
Mortgagor  included  in  the  Mortgaged  Property  to  pay  Mortgagee  directly.
Mortgagor  shall at any time or from time to time upon the request of  Mortgagee
provide to Mortgagee a current list of all such account debtors and obligors and
their addresses.

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

                  (u)  Action  for  Breach  of  Contract.   In  accordance  with
California Code of Civil  Procedure  Section 736, as such Section may be amended
from time to time,  Mortgagee may bring an action for breach of contract against
Mortgagor for breach of any "environmental provision" (as


<PAGE>



such term is defined in such Section)  made by Mortgagor  herein or in any other
Loan  Document for the  recovery of damages  and/or for the  enforcement  of the
environmental provision.

                  (v) Waiver of Security.  In accordance with California Code of
Civil Procedure Section 726.5, as such Section may be amended from time to time,
Mortgagee  may waive  the  security  of this  Mortgage  as to any  parcel of the
Premises that is "environmentally  impaired" or is an "affected parcel" (as such
terms are defined in such  Section),  and as to any personal  property  which is
Mortgaged  Property  attached to such parcel,  and thereafter  exercise  against
Mortgagor,  to the  extent  permitted  by such  Section  726.5,  the  rights and
remedies of an unsecured  creditor,  including  reduction of  Mortgagee's  claim
against  Mortgagor to judgment,  and any other rights and remedies  permitted by
law. In the event Mortgagee  elects, in accordance with California Code of Civil
Procedure  Section 726.5,  to waive all or part of the security of this Mortgage
and proceed against  Mortgagor on an unsecured  basis, the valuation of the real
property,  the  determination  of the  environmentally  impaired  status of such
security and any cause of action for a money judgment,  shall, at the request of
Mortgagee,  be referred to a referee in accordance with California Code of Civil
Procedure Section 638 et seq. Such referee shall be an M.A.I. appraiser selected
by Mortgagee and approved by Mortgagor, which approval shall not be unreasonably
withheld or delayed.  The  decision of such  referee  shall be binding upon both
Mortgagor and  Mortgagee,  and judgment upon the award  rendered by such referee
shall be  entered  in the  court in  which  such  proceeding  was  commenced  in
accordance  with  California  Code of  Civil  Procedure  Sections  644 and  645.
Mortgagor shall pay all reasonable  costs and expenses  incurred by Mortgagee in
connection with any proceeding under California Code of Civil Procedure  Section
726.5, as such Section may be amended from time to time.


         26. Right of Inspection.  Mortgagee and its agents shall have the right
to enter and inspect the Mortgaged  Property  during normal  business hours upon
reasonable notice.

         27.      Security Agreement.

                  (a) This Mortgage is both a real property  mortgage or deed of
trust and a "security  agreement"  within the meaning of the Uniform  Commercial
Code. The Mortgaged  Property  includes both real and personal  property and all
other  rights and  interests,  whether  tangible  or  intangible  in nature,  of
Mortgagor in the Mortgaged Property.  Mortgagor by executing and delivering this
Mortgage has granted and hereby grants to Mortgagee, as security for the Debt, a
security  interest  in the  Mortgaged  Property  to the  full  extent  that  the
Mortgaged  Property may be subject to the Uniform  Commercial Code (said portion
of the Mortgaged Property so subject to the Uniform Commercial Code being called
in this paragraph the  "Collateral").  Mortgagor hereby agrees with Mortgagee to
execute  and  deliver  to  Mortgagee,  in form  and  substance  satisfactory  to
Mortgagee,  such financing  statements and such further  assurances as Mortgagee
may from time to time,  reasonably  consider necessary to create,  perfect,  and
preserve Mortgagee's security interest herein granted.

                  (b) The  grant of a  security  interest  to  Mortgagee  in the
granting  clause of this  Mortgage  shall not be construed  to derogate  from or
impair the lien or provisions of or the rights of


<PAGE>



Mortgagee  under this  Mortgage with respect to any property  described  therein
which is real  property  or  which  the  parties  have  agreed  to treat as real
property.  The hereby  stated  intention  of  Mortgagor  and  Mortgagee  is that
everything  used in  connection  with the  production  of income  from such real
property or adapted  for use  thereon is, and at all times and for all  purposes
and in all  proceedings,  both legal and  equitable,  shall be  regarded as real
property,  irrespective of whether or not the same is physically attached to the
Premises and/or Improvements.

                  (c) This Mortgage shall also constitute a "fixture filing" for
the  purposes  of the  Uniform  Commercial  Code.  All or part of the  Mortgaged
Property  are or are to become  fixtures.  Information  concerning  the security
interest herein granted may be obtained from the parties at the addresses of the
parties set forth in the first paragraph of this Mortgage.

                  (d) If an Event of Default shall occur, Mortgagee, in addition
to any  other  rights  and  remedies  which  they may have,  shall  have and may
exercise immediately and without demand, any and all rights and remedies granted
to a secured party upon default under the Uniform  Commercial  Code,  including,
without  limiting the generality of the foregoing,  the right to take possession
of the  Collateral  or any part  thereof,  and to take such  other  measures  as
Mortgagee may deem necessary for the care,  protection and  preservation  of the
Collateral. Upon request or demand of Mortgagee,  Mortgagor shall at its expense
assemble the Collateral and make it available to Mortgagee at a convenient place
acceptable to Mortgagee.  Mortgagor shall pay to Mortgagee on demand any and all
expenses,  including  legal  expenses and attorneys'  fees,  incurred or paid by
Mortgagee in  protecting  the interest in the  Collateral  and in enforcing  the
rights hereunder with respect to the Collateral. Any notice of sale, disposition
or other intended  action by Mortgagee  with respect to the  Collateral  sent to
Mortgagor in accordance with the provisions  hereof at least five (5) days prior
to such action,  shall constitute  commercially  reasonable notice to Mortgagor.
The proceeds of any disposition of the Collateral,  or any part thereof,  may be
applied by Mortgagee to the payment of the Debt in such priority and proportions
as Mortgagee in its discretion shall deem proper.

                  (e) In the event of any change in name,  identity or structure
of any Mortgagor,  such Mortgagor  shall notify  Mortgagee  thereof and promptly
after request shall execute,  file and record such Uniform Commercial Code forms
as are necessary to maintain the priority of Mortgagee's  lien upon and security
interest in the  Collateral,  and shall pay all expenses and fees in  connection
with the filing and recording thereof.  If Mortgagee shall require the filing or
recording  of  additional   Uniform   Commercial   Code  forms  or  continuation
statements,  Mortgagor shall,  promptly after request,  execute, file and record
such Uniform Commercial Code forms or continuation statements as Mortgagee shall
deem  necessary,  and shall pay all  expenses  and fees in  connection  with the
filing and recording thereof, it being understood and agreed,  however,  that no
such additional documents shall increase Mortgagor's obligations under the Note,
this  Mortgage  and the  other  Loan  Documents.  Mortgagor  hereby  irrevocably
appoints Mortgagee as its  attorney-in-fact,  coupled with an interest,  to file
with  the  appropriate  public  office  on its  behalf  any  financing  or other
statements  signed  only  by  Mortgagee,  as  Mortgagor's  attorney-in-fact,  in
connection  with the Collateral  covered by this Mortgage.  Notwithstanding  the
foregoing,  Mortgagor shall appear and defend in any action or proceeding  which
affects or purports to affect the  Mortgaged  Property and any interest or right
therein, whether such proceeding effects title or any other rights in the


<PAGE>



Mortgaged  Property  (and  in  conjunction  therewith,   Mortgagor  shall  fully
cooperate  with  Mortgagee  in the event  Mortgagee is a party to such action or
proceeding).

         28. Actions and  Proceedings.  Mortgagee has the right to appear in and
defend any action or proceeding  brought with respect to the Mortgaged  Property
and to bring any action or  proceeding,  in the name and on behalf of Mortgagor,
which Mortgagee,  in its discretion,  decides should be brought to protect their
interest  in  the  Mortgaged  Property.  Mortgagee  shall,  at  its  option,  be
subrogated to the lien of any mortgage or other security  instrument  discharged
in  whole  or in part  by the  Debt,  and  any  such  subrogation  rights  shall
constitute additional security for the payment of the Debt.

         29.  Waiver of Setoff  and  Counterclaim.  All  amounts  due under this
Mortgage, the Note and the other Loan Documents shall be payable without setoff,
counterclaim  or any  deduction  whatsoever.  To the  extent  permitted  by law,
Mortgagor hereby waives the right to assert a setoff,  counterclaim or deduction
in any action or proceeding in which Mortgagee is a participant,  or arising out
of or in any way connected with this  Mortgage,  the Note, any of the other Loan
Documents, or the Debt.

         30.  Contest of  Certain  Claims.  Notwithstanding  the  provisions  of
Sections 4 and 23(h)  hereof,  Mortgagor  shall not be in default for failure to
pay or discharge  Taxes,  Other  Charges or  mechanic's  or  materialman's  lien
asserted against the Mortgaged  Property if, and so long as, (a) Mortgagor shall
have  notified  Mortgagee  of same within ten (10) days of  obtaining  knowledge
thereof;  (b) Mortgagor  shall  diligently and in good faith contest the same by
appropriate  legal proceedings which shall operate to prevent the enforcement or
collection  of the  same  and the  sale of the  Mortgaged  Property  or any part
thereof,  to satisfy the same; (c) Mortgagor shall have furnished to Mortgagee a
cash deposit,  or evidence of an indemnity  bond  satisfactory  to Mortgagee and
otherwise  in  accordance  with  applicable  law with a surety  satisfactory  to
Mortgagee,  in  the  amount  of  the  Taxes,  Other  Charges  or  mechanic's  or
materialman's  lien claim,  plus a reasonable  additional  sum to pay all costs,
interest and penalties that may be imposed or incurred in connection  therewith,
to assure  payment of the  matters  under  contest  and to  prevent  any sale or
forfeiture of the Mortgaged  Property or any part thereof;  (d) Mortgagor  shall
promptly  upon final  determination  thereof  pay the amount of any such  Taxes,
Other  Charges or claim so  determined,  together  with all costs,  interest and
penalties which may be payable in connection  therewith;  (e) the failure to pay
the Taxes,  Other  Charges or mechanic's  or  materialman's  lien claim does not
constitute  a default  under  any other  deed of  trust,  mortgage  or  security
interest  covering or  affecting  any part of the  Mortgaged  Property;  and (f)
notwithstanding  the  foregoing,  Mortgagor  shall  immediately  upon request of
Mortgagee pay (and if Mortgagor  shall fail so to do,  Mortgagee  may, but shall
not be required to, pay or cause to be  discharged  or bonded  against) any such
Taxes, Other Charges or claim notwithstanding such contest, if in the reasonable
opinion of  Mortgagee,  the  Mortgaged  Property or any part thereof or interest
therein  may be in  danger of being  sold,  forfeited,  foreclosed,  terminated,
canceled or lost.  Mortgagee  may pay over any such cash deposit or part thereof
to the claimant entitled thereto at any time when, in the reasonable judgment of
Mortgagee, the entitlement of such claimant is established.

         31.  Recovery  of Sums  Required to Be Paid.  Mortgagee  shall have the
right  from  time to  time  to take  action  to  recover  any sum or sums  which
constitute a part of the Debt as the same


<PAGE>



become  due,  without  regard to whether or not the balance of the Debt shall be
due,  and without  prejudice to the right of  Mortgagee  thereafter  to bring an
action  of  foreclosure,  or any other  action,  for a default  or  defaults  by
Mortgagor existing at the time such earlier action was commenced.

         32.  Handicapped  Access.  Mortgagor agrees that the Mortgaged Property
shall  at  all  times  strictly  comply  to  the  extent   applicable  with  the
requirements  of the Americans with  Disabilities  Act of 1990, the Fair Housing
Amendments  Act of 1988,  all state and local  laws and  ordinances  related  to
handicapped  access  and all rules,  regulations,  and  orders  issued  pursuant
thereto  including,  without  limitation,  the Americans with  Disabilities  Act
Accessibility  Guidelines  for Buildings and  Facilities  (collectively  "Access
Laws").

         (a)  Notwithstanding  any  provisions  set forth herein or in any other
document  regarding   Mortgagee's  approval  of  alterations  of  the  Mortgaged
Property,  Mortgagor shall not alter the Mortgaged  Property in any manner which
would increase  Mortgagor's  responsibilities for compliance with the applicable
Access Laws without the prior written approval of Mortgagee. The foregoing shall
apply to tenant improvements  constructed by Mortgagor or by any of its tenants.
Mortgagee may condition any such approval upon receipt of a certificate  from an
architect,  engineer, or other person acceptable to Mortgagee of compliance with
Access Laws.

         (b) Mortgagor  agrees to give prompt notice to Mortgagee of the receipt
by  Mortgagor of any  complaints  related to violation of any Access Laws and of
the commencement of any proceedings or investigations which relate to compliance
with applicable Access Laws.

         33.  Indemnification.  Subject to the recourse limitations contained in
the Note, in addition to any other indemnifications  provided in any of the Loan
Documents,   Mortgagor  shall  protect,  defend,  indemnify  and  save  harmless
Mortgagee,  its subsidiaries,  affiliates,  persons  controlling or under common
control  with  Mortgagee,  their  agents,  officers,  directors,   shareholders,
employees,   servants,   consultants,   representatives   and  their  respective
successors and assigns and Trustee  (collectively,  the "Indemnified  Parties"),
from  and  against  all  liabilities,  obligations,  claims,  demands,  damages,
penalties,  causes of  action,  losses,  fines,  costs and  expenses  (including
without  limitation  reasonable  attorneys' fees and expenses),  imposed upon or
incurred by or asserted against any of the Indemnified  Parties by reason of (a)
ownership of this Mortgage,  the Mortgaged  Property or any interest  therein or
receipt of any Rents; (b) any accident, injury to or death of persons or loss of
or damage to property  occurring in, on or about the  Mortgaged  Property or any
part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways; (c) any use, nonuse or condition in, on or about
the  Mortgaged  Property or any part thereof or on adjoining  sidewalks,  curbs,
adjacent property or adjacent parking areas, streets or ways; (d) any failure on
the part of  Mortgagor  to  perform  or  comply  with  any of the  terms of this
Mortgage;  (e)  performance  of any labor or services or the  furnishing  of any
materials  or other  property in respect of the  Mortgaged  Property or any part
thereof;  (f) any  failure of the  Mortgaged  Property to comply with any Access
Laws; (g) any  representation or warranty made in the Note, this Mortgage or the
other Loan  Documents  being false or  misleading  in any respect as of the date
such  representation or warranty was made; (h) any claim by brokers,  finders or
similar  persons  claiming to be entitled to a commission in connection with any
Lease or other transaction  involving the Mortgaged Property or any part thereof
under any legal  requirement or any liability  asserted  against  Mortgagee with
respect


<PAGE>



thereto;  and (i) the  claims of any  lessee  to any  portion  of the  Mortgaged
Property or any person acting  through or under any lessee or otherwise  arising
under or as a  consequence  of any  Lease.  Any  amounts  payable  to any of the
Indemnified  Parties by reason of the  application  of this  paragraph  shall be
secured by this Mortgage and shall become  immediately due and payable and shall
bear  interest at the Default  Rate  specified in the Note from the date loss or
damage  is  sustained  by  any  of  the  Indemnified  Parties  until  paid.  The
obligations and liabilities of Mortgagor under this Section 33 (A) shall survive
for a period of one (1) year following any release of this Mortgage  executed by
Mortgagee and satisfaction of the loan evidenced by the Loan Documents,  and (B)
shall  survive  the  transfer or  assignment  of this  Mortgage,  the entry of a
judgment  of  foreclosure,   sale  of  the  Mortgaged  Property  by  nonjudicial
foreclosure  sale,  or  delivery  of a deed in lieu of  foreclosure  (including,
without  limitation,  any transfer by Mortgagor of any of its rights,  title and
interest  in  and  to the  Mortgaged  Property  to  any  party,  whether  or not
affiliated with Mortgagor).

         34.  Trustee.  Trustee  may  resign  by the  giving  of  notice of such
resignation in writing or verbally to Mortgagee.  If Trustee shall die,  resign,
or become  disqualified  from acting in the execution of this trust,  or if, for
any reason,  Mortgagee shall prefer to appoint a substitute  trustee or multiple
substitute  trustees,  or successive  substitute trustees or successive multiple
substitute trustees,  to act instead of the aforenamed Trustee,  Mortgagee shall
have full power to appoint a  substitute  trustee  (or, if  preferred,  multiple
substitute trustees) in succession who shall succeed (and if multiple substitute
trustees are appointed, each of such multiple substitute trustees shall succeed)
to all the estates,  rights,  powers, and duties of the aforenamed Trustee. Such
appointment  may be executed by any authorized  agent of Mortgagee,  and if such
Mortgagee be a corporation and such appointment be executed in its behalf by any
officer of such corporation,  such appointment shall be conclusively presumed to
be executed with  authority and shall be valid and  sufficient  without proof of
any action by the board of directors or any superior officer of the corporation.
Mortgagor  hereby  ratifies and  confirms any and all acts which the  aforenamed
Trustee,  or his  successor or  successors  in this trust,  shall do lawfully by
virtue  hereof.  If multiple  substitute  Trustees are  appointed,  each of such
multiple  substitute  Trustees  shall be empowered  and  authorized to act alone
without the necessity of the joinder of the other multiple substitute  trustees,
whenever any action or undertaking of such  substitute  trustees is requested or
required  under or pursuant to this Mortgage or applicable  law. Any  substitute
Trustee appointed  pursuant to any of the provisions  hereof shall,  without any
further  act,  deed,  or  conveyance,   become  vested  with  all  the  estates,
properties,  rights,  powers, and trusts of its or his predecessor in the rights
hereunder  with like  effect  as if  originally  named as  Trustee  herein;  but
nevertheless,  upon  the  written  request  of  Mortgagee  or of the  substitute
Trustee,  the Trustee  ceasing to act shall  execute and deliver any  instrument
transferring to such substitute Trustee,  upon the trusts herein expressed,  all
the estates, properties, rights, powers, and trusts of the Trustee so ceasing to
act, and shall duly assign,  transfer and deliver any of the property and moneys
held by such Trustee to the  substitute  Trustee so  appointed in the  Trustee's
place.  No fees or expenses  shall be payable to Trustee,  except in  connection
with  a  foreclosure  of  the  Mortgaged  Property  or any  part  thereof  or in
connection with the release of the Mortgaged  Property following payment in full
of the Debt.

         35. Notices.  Unless oral notice is expressly  permitted  hereunder any
notice, demand, statement, request or consent made hereunder shall be in writing
and shall be deemed to be received by the addressee on the first (1st)  business
day after such notice is tendered to a nationally-recognized  overnight delivery
service or on the third (3rd) day  following  the day such  notice is  deposited
with the United States postal service first class certified mail, return receipt
requested, in either instance,  addressed to the address, as set forth above, of
the  party to whom  such  notice is to be given,  or to such  other  address  as
Mortgagor or  Mortgagee,  as the case may be, shall in like manner  designate in
writing.

         36.  Authority.  (a) Mortgagor (and the undersigned  representative  of
Mortgagor,  if any) has full power, authority and right to execute,  deliver and
perform its obligations pursuant to this Mortgage, and to mortgage, give, grant,
bargain, sell, alien, enfeoff, convey, confirm, warrant, pledge, hypothecate and
assign  the  Mortgaged  Property  pursuant  to the terms  hereof and to keep and
observe all of the terms of this Mortgage on  Mortgagor's  part to be performed;
and (b)  Mortgagor  represents  and  warrants  that  Mortgagor is not a "foreign
person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code of
1986, as amended and the related Treasury Department regulations.

         37. Waiver of Notice. Mortgagor shall not be entitled to any notices of
any nature  whatsoever  from Mortgagee  except with respect to matters for which
this Mortgage  specifically  and expressly  provides for the giving of notice by
Mortgagee to Mortgagor and except with respect to matters for which Mortgagee is
required by applicable law to give notice, and Mortgagor hereby expressly waives
the right to receive any notice from  Mortgagee  with  respect to any matter for
which this Mortgage does not specifically  and expressly  provide for the giving
of notice by Mortgagee to Mortgagor.

         38. Remedies of Mortgagor. In the event that a claim or adjudication is
made that Mortgagee has acted unreasonably or unreasonably delayed acting in any
case where by law or under the Note,  this Mortgage or the other Loan Documents,
it has an  obligation  to act  reasonably  or promptly,  Mortgagee  shall not be
liable for any monetary  damages,  and Mortgagor's  remedies shall be limited to
injunctive relief or declaratory judgment.

         39. Sole Discretion of Mortgagee.  Wherever  pursuant to this Mortgage,
Mortgagee  exercises  any right  given to it to  approve or  disapprove,  or any
arrangement  or  term  is to be  satisfactory  to  Mortgagee,  the  decision  of
Mortgagee to approve or disapprove or to decide that  arrangements  or terms are
satisfactory  or not  satisfactory  shall be in the sole discretion of Mortgagee
and shall be final and  conclusive,  except as may be  otherwise  expressly  and
specifically provided herein.

         40.  Non-Waiver.  The  failure  of  Mortgagee  to  insist  upon  strict
performance of any term hereof shall not be deemed to be a waiver of any term of
this  Mortgage.  Mortgagor  shall not be  relieved  of  Mortgagor's  obligations
hereunder  by reason of (a) the failure of  Mortgagee to comply with any request
of  Mortgagor or  Guarantor  to take any action to  foreclose  this  Mortgage or
otherwise  enforce  any of the  provisions  hereof or of the Note or other  Loan
Documents,  (b) the release,  regardless of  consideration,  of the whole or any
part of the  Mortgaged  Property,  or of any  person  liable for the Debt or any
portion thereof,  or (c) any agreement or stipulation by Mortgagee extending the
time of payment or otherwise  modifying or supplementing  the terms of the Note,
this Mortgage, or the other Loan Documents. Mortgagee may resort for the payment
of the Debt to any


<PAGE>



other  security held by Mortgagee in such order and manner as Mortgagee,  in its
discretion,  may elect.  Mortgagee  may take action to recover the Debt,  or any
portion  thereof,  or to enforce any covenant  hereof  without  prejudice to the
right of Mortgagee  thereafter  to  foreclosure  this  Mortgage.  The rights and
remedies of  Mortgagee  under this  Mortgage  shall be  separate,  distinct  and
cumulative and none shall be given effect to the exclusion of the others. No act
of  Mortgagee  shall be  construed  as an  election  to  proceed  under  any one
provision herein to the exclusion of any other provision. Mortgagee shall not be
limited  exclusively  to the  rights  and  remedies  herein  stated but shall be
entitled  to every  right and  remedy  now or  hereafter  afforded  at law or in
equity.

         41. No Oral Change. This Mortgage may not be modified, amended, waived,
extended,  changed,  discharged or terminated orally or by any act or failure to
act on the part of Mortgagor or  Mortgagee,  but only by an agreement in writing
signed by the party against whom  enforcement  of any  modification,  amendment,
waiver, extension, change, discharge or termination is sought.

         42.  Liability.  If  Mortgagor  consists of more than one  person,  the
obligations  and  liabilities of each such person  hereunder  shall be joint and
several.  Subject to the provisions hereof requiring  Mortgagee's consent to any
transfer of the  Mortgaged  Property,  this  Mortgage  shall be binding upon and
inure to the benefit of Mortgagor and Mortgagee and their respective  successors
and assigns forever.

         43. Inapplicable Provisions. If any term, covenant or condition of this
Mortgage is held to be invalid,  illegal or unenforceable  in any respect,  this
Mortgage shall be construed without such provision.

         44. Headings,  etc. The headings and captions of various  paragraphs of
this Mortgage are for  convenience of reference only and are not to be construed
as  defining  or  limiting,  in any way,  the scope or intent of the  provisions
hereof.

         45.  Counterparts.  This  Mortgage  may be  executed  in any  number of
counterparts  each of which shall be deemed to be an  original  but all of which
when taken together shall constitute one agreement.

         46. Definitions. Unless the context clearly indicates a contrary intent
or unless otherwise  specifically  provided herein,  words used in this Mortgage
may be used  interchangeably in singular or plural form and the word "Mortgagor"
shall mean "each  Mortgagor and any subsequent  owner or owners of the Mortgaged
Property or any part  thereof or any  interest  therein,"  the word  "Mortgagee"
shall mean  "Mortgagee and any  subsequent  holder of the Note," the word "Debt"
shall  mean "the Note and any other  evidence  of  indebtedness  secured by this
Mortgage,"  the  word  "person"   shall  include  an  individual,   corporation,
partnership,   trust,  unincorporated  association,   government,   governmental
authority,  and any other  entity,  and the  words  "Mortgaged  Property"  shall
include any portion of the Mortgaged  Property and any interest  therein and the
words "attorneys' fees" shall include any and all attorneys' fees, paralegal and
law clerk fees, including, but not limited to, fees at the pre-trial,  trial and
appellate levels incurred or paid by Mortgagee in protecting its interest in the
Mortgaged  Property and Collateral and enforcing its rights hereunder.  Whenever
the  context  may  require,   any  pronouns   used  herein  shall   include  the
corresponding masculine, feminine or neuter


<PAGE>



forms,  and the singular form of nouns and pronouns shall include the plural and
vice versa.

         47. Homestead.  Mortgagor hereby waives and renounces all homestead and
exemption  rights provided by the constitution and the laws of the United States
and of any state,  in and to the Premises as against the collection of the Debt,
or any part hereof.

         48.  Assignments.  Mortgagee shall have the right to assign or transfer
its rights under this Mortgage and the other Loan Documents without  limitation,
including,  without limitation,  the right to assign or transfer its rights to a
servicing  agent.  Any  assignee  or  transferee  shall be  entitled  to all the
benefits afforded Mortgagee under this Mortgage and the other Loan Documents.

         49.   Survival   of    Obligations;    Survival   of   Warranties   and
Representations.  Each and all of the  covenants  and  obligations  of Mortgagor
(other than warranties and  representations  contained herein) shall survive the
execution and delivery of the Loan  Documents  and shall  continue in full force
and effect until the Debt shall have been paid in full; provided,  however, that
nothing  contained in this  paragraph  shall limit the  obligations of Mortgagor
except as otherwise set forth herein.  In addition,  any and all  warranties and
representations  of Mortgagor  contained  herein shall survive the execution and
delivery of the Loan  Documents  and (i) shall  continue for a period of one (1)
year  following  any  release  of  this  Mortgage   executed  by  Mortgagee  and
satisfaction of the loan evidenced by the Loan Documents, and (ii) shall survive
the  transfer  or  assignment  of this  Mortgage,  the  entry of a  judgment  of
foreclosure,  sale of the Mortgaged Property by non-judicial foreclosure or deed
in lieu of  foreclosure  (including,  without  limitation,  any  transfer of the
Mortgage by  Mortgagee  of any of its rights,  title and  interest in and to the
Mortgaged Property to any party, whether or not affiliated with Mortgagee).

         50.  Covenants  Running  with  the  Land.  All  covenants,  conditions,
warranties, representations and other obligations contained in this Mortgage and
the other Loan Documents are intended by Mortgagor, Mortgagee and Trustee to be,
and shall be construed as, covenants  running with the Mortgaged  Property until
the lien of this Mortgage has been fully released by Mortgagee.

         51.  Governing  Law;  Jurisdiction.  THIS  MORTGAGE  AND THE OTHER LOAN
DOCUMENTS  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE IN WHICH THE MORTGAGED PROPERTY IS LOCATED (WITHOUT REGARD TO ANY CONFLICT
OF LAWS  PRINCIPLES)  AND THE  APPLICABLE  LAWS OF THE UNITED STATES OF AMERICA.
MORTGAGOR  HEREBY  IRREVOCABLY  SUBMITS  TO THE  JURISDICTION  OF ANY  COURT  OF
COMPETENT  JURISDICTION  LOCATED IN THE STATE IN WHICH THE MORTGAGED PROPERTY IS
LOCATED IN CONNECTION WITH ANY PROCEEDING OUT OF OR RELATING TO THIS MORTGAGE.

         52.  Time.  Time is of the essence in this  Mortgage and the other Loan
Documents.

         53. No Third Party  Beneficiaries.  The provisions of this Mortgage and
the other Loan Documents are for the benefit of Mortgagor, Mortgagee and Trustee
and shall not inure to the benefit of any third party (other than any  successor
or assignee of either  Trustee or  Mortgagee).  This Mortgage and the other Loan
Documents shall not be construed as creating any rights, claims or


<PAGE>



causes of action against Mortgagee or any of its officers,  directors, agents or
employees in favor of any party other than  Mortgagor  including but not limited
to any claims to any sums held in the Tax and Insurance Escrow Fund.

         54.  Relationship  of  Parties.   The  relationship  of  Mortgagee  and
Mortgagor is solely that of debtor and creditor,  and Mortgagee has no fiduciary
or other special  relationship  with the Mortgagor,  and no term or condition of
any of the Loan Documents shall be construed to be other than that of debtor and
creditor.  Mortgagor  represents and acknowledges that the Loan Documents do not
provide  for any  shared  appreciation  rights  or  other  equity  participation
interest.

         55. Trustee  Provisions.  In the event that this Mortgage operates as a
mortgage,  the provisions of this Mortgage which pertain to the Trustee shall be
of no force or effect.

         56. Investigations. Any and all representations,  warranties, covenants
and  agreements  made in this Mortgage  (and/or in other Loan  Documents)  shall
survive any investigation or inspection made by or on behalf of Mortgagee.

         57. Assignment of Rents and Leases.  Mortgagor does hereby irrevocably,
absolutely and unconditionally grant, sell, convey,  assign,  pledge,  transfer,
set over and deliver to Mortgagee:

                  (a) all of  Mortgagor's  interest  in and to all  current  and
future leases and other agreements affecting the use, enjoyment, or occupancy of
all or any part of the  Mortgaged  Property,  and all  other  leases  and  other
agreements  affecting  the  use,  enjoyment  or  occupancy  of any  part  of the
Mortgaged Property now or hereafter made affecting the Mortgaged Property or any
portion thereof, together with any guaranty, extensions,  renewals, replacements
or modifications  of the same (all of the leases and other agreements  described
above  together  with all other present and future leases and present and future
agreements and any guaranty,  extension, renewal, replacement or modification of
the same are hereinafter collectively referred to as the "Leases"); and

                  (b) all rents,  income,  issues,  revenues and profits arising
from the Leases and renewals thereof and together with all rents, income, issues
and profits from the use,  enjoyment  and  occupancy of the  Mortgaged  Property
(including,  but not limited to, minimum  rents,  additional  rents,  percentage
rents,  deficiency  rents,  security  deposits and liquidated  damages following
default  under any Leases,  all proceeds  payable  under any policy of insurance
covering loss of rents  resulting from  untenantability  caused by damage to any
part of the Mortgaged  Property,  all of Mortgagor's  rights to recover monetary
amounts  from any Lessee  (as  hereinafter  defined)  in  bankruptcy  including,
without  limitation,  rights of recovery for use and occupancy and damage claims
arising out of Lease defaults, including rejection of a Lease, together with any
sums of money that may now or at any time hereafter be or become due and payable
to Mortgagor by virtue of any and all royalties,  overriding royalties, bonuses,
delay  rentals and any other amount of any kind or character  arising  under any
and all present and all future oil, gas and mining Leases covering the Mortgaged
Property or any part  thereof,  and all proceeds and other amounts paid or owing
to Mortgagor  under or pursuant to any and all contracts  and bonds  relating to
the construction,  erection or renovation of the Mortgaged Property) (all of the
rights described above hereinafter collectively referred to as the "Rents").


<PAGE>



                  (c)  Mortgagor   does  hereby   irrevocably,   absolutely  and
unconditionally assign to Mortgagee all of Mortgagor's right, title and interest
in all current and future Leases and Rents,  it being intended by Mortgagor that
this  assignment  shall  constitute a present,  absolute  assignment  and not an
assignment for additional  security only. Such assignment to Mortgagee shall not
be  construed  to bind  Mortgagee to the  performance  of any of the  covenants,
conditions,  or provisions contained in any of the Leases or otherwise to impose
any  obligation  upon  Mortgagee.  Mortgagor  agrees to execute  and  deliver to
Mortgagee such  additional  instruments,  in form and substance  satisfactory to
Mortgagee,  as may hereinafter be requested by Mortgagee to further evidence and
confirm said  assignment.  Mortgagee is hereby granted and assigned by Mortgagor
the right to enter the  Mortgaged  Property  for the  purpose of  enforcing  its
interest in the Leases and the Rents,  this  Assignment  constituting a present,
absolute and  unconditional  assignment  of the Leases and Rents.  Nevertheless,
subject  to the  terms  of this  paragraph,  Mortgagee  grants  to  Mortgagor  a
revocable  license to operate and manage the  Mortgaged  Property and to collect
and to hold the Rents, or a portion thereof  sufficient to discharge all current
sums due on the  Debt  for use in the  payment  of such  sums.  Upon an Event of
Default,  the license granted to Mortgagor herein shall automatically  terminate
without  notice to Mortgagor  and  Mortgagee  shall  immediately  be entitled to
receive  and apply all Rents,  whether or not  Mortgagee  enters  upon and takes
control of the Mortgaged  Property.  Any Rents  collected by Mortgagor after the
termination of the license granted to Mortgagor hereunder shall be held in trust
for  Mortgagee  and shall be paid to Mortgagee  within one day after  receipt by
Mortgagor.  Mortgagor  hereby grants and assigns to Mortgagee the right,  at its
option,  upon the  revocation  of the license  granted  herein to enter upon the
Mortgaged Property in person, by agent or by court-appointed receiver to collect
the Rents.  Any Rents  collected  after the  revocation  of the  license  herein
granted may be applied  toward the expenses of holding,  operating,  managing or
repairing  the  Mortgaged  Property,  or toward  payment  of the  Debt,  in such
priority and proportion as Mortgagee, in its discretion, shall deem proper.

                  (d) Upon or at any time after an Event of  Default,  Mortgagee
may, at its option,  without  waiving such Event of Default,  without notice and
without regard to the adequacy of the security for the Debt, either in person or
by agent,  with or without  bringing any action or proceeding,  or by a receiver
appointed by a court, take possession of the Mortgaged  Property and have, hold,
manage,  lease and  operate  the  Mortgaged  Property on such terms and for such
period of time as  Mortgagee  may deem proper and either with or without  taking
possession  of the  Mortgaged  Property  in its  own  name,  demand,  sue for or
otherwise  collect and receive  all Rents,  including  those past due and unpaid
with full power to make from time to time all alterations,  renovations, repairs
or replacements thereto or thereof as may seem proper to Mortgagee and may apply
the Rents to the  payment  of the  following  in such  order and  proportion  as
Mortgagee in its sole  discretion may determine,  any law,  custom or use to the
contrary  notwithstanding:  (a)  all  expenses  of  managing  and  securing  the
Mortgaged Property, including, without being limited thereto, the salaries, fees
and wages of a managing  agent and such other  employees  or agents as Mortgagee
may deem  necessary or desirable and all expenses of operating  and  maintaining
the Mortgaged  Property,  including,  without being limited thereto,  all taxes,
charges,  claims,  assessments,  water charges, sewer rents and any other liens,
and premiums for all insurance  which Mortgagee may deem necessary or desirable,
and the cost of all alterations,  renovations,  repairs or replacements, and all
expenses incident to taking and retaining  possession of the Mortgaged Property;
and (b) the Debt,  (including all costs and attorneys' fees). In addition to the
rights which Mortgagee may have herein, upon the occurrence of


<PAGE>



an Event of Default, Mortgagee at its option may require Mortgagor to vacate and
surrender  possession of the Mortgaged Property to Mortgagee or to such receiver
and, in default  thereof,  Mortgagor  may be evicted by summary  proceedings  or
otherwise.  Additionally,  upon such Event of Default,  Mortgagee shall have the
right to establish a lock box for the deposit of all Rents and other receivables
of Mortgagor relating to the Mortgaged Property. Mortgagor shall pay any and all
costs and expenses for such lock box. For purposes of subsections  (a), (b), (c)
and (d),  Mortgagor  grants to  Mortgagee  its  irrevocable  power of  attorney,
coupled with an interest, to take any and all of the aforementioned  actions and
any or all other actions  designated by Mortgagee for the proper  management and
preservation of the Mortgaged Property.  The exercise by Mortgagee of the option
granted it in this paragraph and the collection of the Rents and the application
thereof  as herein  provided  shall not be  considered  a waiver of any Event of
Default under any of the Loan Documents.

         58. Independent  Management.  In the event Mortgagee  determines in its
reasonable  and  absolute  discretion  that the  quality of  management  for the
Mortgaged  Property has  deteriorated,  Mortgagor  shall  engage an  independent
management  company   unaffiliated  with  Mortgagor  which  is  satisfactory  to
Mortgagee  within 45 days after  Mortgagor's  receipt of written notice thereof,
pursuant to a management  agreement  satisfactory  to Mortgagee,  and cause such
management company to execute and deliver to Mortgagee within such 45-day period
an  Acknowledgment  of Property  Manager  substantially  in the form executed by
Manager in connection herewith.

         59.  Mortgagor's  Release  Option.  Notwithstanding  that this Mortgage
secures the Note,  the  Arkansas  Note and the  Arizona  Note,  Mortgagee  shall
release the Mortgaged Property from the lien of this Mortgage (a "Release") upon
the satisfaction of each and every one of the following  conditions precedent at
the time of such Release (singularly and collectively  referred to as a "Release
Condition"):

                  (a) Any and all sums then due and payable to  Mortgagee  under
the  Note  and the Loan  Documents  as  defined  therein  shall  be  fully  paid
(including,  without  limitation,  principal and interest under the Note and all
sums  constituting  the Tax and  Insurance  Escrow  Fund,  and any other  escrow
required under the Loan  Documents),  and no Event of Default shall exist and be
continuing,  nor shall  Mortgagee  have given  Mortgagor  notice of any event or
condition which, with the passage of time or the giving of notice or both, could
result in an Event of Default if not cured by Mortgagor.

                  (b) In no event  shall a  Release  affect  any of  Mortgagor's
obligations  under the Loan  Documents (as defined in the Arkansas  Note) or the
Loan Documents (as defined in the Arizona Note).

                  (c) All  reasonable  costs and expenses  incurred by Mortgagee
(and any  servicer  of the Loan) in  connection  with the review,  approval  and
execution of any Release shall be paid by Mortgagor  prior to and as a condition
of any Release, including, but not limited to, reasonable attorneys' fees.

         60.   Mortgagee's   Option  to  Release   Cross-Collateralization   and
Cross-Default.  Mortgagor shall consent to, execute and otherwise cooperate in a
modification  of this Mortgage and the other Loan Documents  providing that this
Mortgage shall no longer secure the Arkansas Note and/or the


<PAGE>



Arizona  Note and that an Event of  Default  under  the  Arkansas  Note (and the
related  Loan  Documents,  as defined in such Note) and/or the Arizona Note (and
the related Loan Document, as defined in such Note) (collectively,  the "Related
Documents")  shall no longer  constitute an Event of Default  hereunder.  Such a
modification  shall  automatically  render  ineffective  any  provisions  in the
Related Loan Documents  providing for  cross-collateralization  or cross-default
with this Mortgage.  Such a modification  shall be made at Mortgagee's sole cost
and expense,  and Mortgagee shall reimburse Mortgagor for its costs and expenses
(including,  without  limitation,  its  reasonable  attorneys'  fees and  costs)
related thereto.

         Mortgagor  has executed  this  instrument  the day and year first above
written.

                                   MORTGAGOR:

                                                  CONCORD MILESTONE PLUS, L.P.,
                                                  a Delaware limited partnership

                                                   By:  CM PLUS CORPORATION,
                                                        a Delaware corporation,
                                                          Its General Partner


                                                            By:
                                                                  Name:
                                                                  Title:




<PAGE>



STATE OF ________________                   ss.
                                            ss.    ss.
COUNTY OF ______________                    ss.


         On  ___________________,  before me,  _____________________________,  a
Notary      Public      for      said      state,       personally      appeared
________________________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within  instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her authorized capacity, and that by his/her signature on the instrument the
person or the  entity  upon  behalf  of which the  person  acted,  executed  the
instrument.

         WITNESS my hand and official seal.


                                         ---------------------------------------
                                                          Notary Public

                  (SEAL)



<PAGE>



STATE OF ________________                   ss.
                                            ss.    ss.
COUNTY OF ______________                    ss.


         On  ___________________,  before me,  _____________________________,  a
Notary      Public      for      said      state,       personally      appeared
________________________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within  instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her authorized capacity, and that by his/her signature on the instrument the
person or the  entity  upon  behalf  of which the  person  acted,  executed  the
instrument.

         WITNESS my hand and official seal.


                                        ---------------------------------------
                                                          Notary Public

                  (SEAL)



<PAGE>



STATE OF ________________                   ss.
                                            ss.    ss.
COUNTY OF ______________                    ss.


         On  ___________________,  before me,  _____________________________,  a
Notary      Public      for      said      state,       personally      appeared
________________________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within  instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her authorized capacity, and that by his/her signature on the instrument the
person or the  entity  upon  behalf  of which the  person  acted,  executed  the
instrument.

         WITNESS my hand and official seal.


                                         ---------------------------------------
                                                          Notary Public

                  (SEAL)



<PAGE>



                                    EXHIBIT A

                               (Legal Description)

THE LAND SITUATED IN LOS ANGELES COUNTY,  STATE OF CALIFORNIA,  AND DESCRIBED AS
FOLLOWS:

PARCELS 1 TO 6 INCLUSIVE  AS SHOWN ON PARCEL MAP 1526,  AS PER MAP FILED IN BOOK
24 PAGE 81 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY  RECORDER OF SAID COUNTY,
WHICH SAID PARCEL MAP RECITES "DIVISION OF LAND FOR LEASE PURPOSES ONLY."

EXCEPT  THEREFROM  ALL RIGHTS TO MINERALS,  OIL,  GAS,  TARS,  HYDROCARBONS  AND
METALLIFEROUS SUBSTANCES OF EVERY KIND, TOGETHER WITH THE RIGHT TO DRILL OR MINE
FOR THE SAME, WITHOUT,  HOWEVER,  THE RIGHT TO DRILL OR MINE THROUGH THE SURFACE
OR THE UPPER 500 FEET OF THE SUBSURFACE OF SAID LAND, AS RESERVED BY THE NEWHALL
LAND AND FARMING  COMPANY,  A DELAWARE  CORPORATION  RECORDED  MARCH 24, 1983 AS
INSTRUMENT  NO. 83- 323387 AND  RE-RECORDED  FEBRUARY 21, 1985 AS INSTRUMENT NO.
85-196474.


Property Address:          Old Orchard Shopping Center
                           23047-23453 Orchard Village Road
                           Santa Clarita (Valencia), California  91355