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, Esq.
Loan No. 1700020082
Property:  Green Valley Mall
              Green Valley, Arizona

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

         THIS MORTGAGE,  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,  as trustor
("Mortgagor"),  having its  principal  place of  business  at and whose  mailing
address is 5200 Town Center Circle, 4th Floor, Boca Raton, Florida 33486-1012 to
FIRST AMERICAN TITLE INSURANCE COMPANY,  as trustee (the "Trustee"),  and to and
for the benefit of WESTCO REAL ESTATE FINANCE CORP.,
a California  corporation,  as beneficiary  ("Mortgagee"),  having its principal
place of  business  at and whose  mailing  address  is 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
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 "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;

         B (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


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dated the date hereof made by Mortgagor to Mortgagee (the note together with all
extensions,  renewals or modifications  thereof being  hereinafter  collectively
called the "California  Note"), and all other sums,  liabilities and obligations
constituting the Debt (as defined in the California  Note),  (ii) the payment of
all sums  advanced or incurred by  Mortgagee  contemplated  by the  Mortgage (as
defined in the California  Note),  and (iii) the  performance of the obligations
and covenants contained in the Mortgage (as defined in the California Note); and

         C (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).

Mortgagor hereby irrevocably grants,  transfers and assigns to Trustee, IN TRUST
WITH POWER OF SALE, 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 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


<PAGE>



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 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).

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


<PAGE>



         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  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


<PAGE>



         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  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)      [Intentionally Deleted].

                  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


<PAGE>



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  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


<PAGE>



         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
         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


<PAGE>



         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  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


<PAGE>



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  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 Omitted].

         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


<PAGE>



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:

         (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


<PAGE>



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  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


<PAGE>



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.

         (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 California 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


<PAGE>



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 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


<PAGE>



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 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


<PAGE>



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 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


<PAGE>



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 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
California  Note and the  Arkansas  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
1.30:1.00  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


<PAGE>



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  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  California  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,


<PAGE>



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.

         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  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


<PAGE>



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.

         17. Controlling Agreement.  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


<PAGE>



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  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


<PAGE>



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 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


<PAGE>



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 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:



<PAGE>



(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  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;



<PAGE>



         (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);

         (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  Arkansas  Note or any one of
the other Loan Documents (as defined in the Arkansas Note); and

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


<PAGE>



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 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


<PAGE>



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  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


<PAGE>



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) 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.

                  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


<PAGE>



         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 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


<PAGE>



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 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


<PAGE>



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 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


<PAGE>



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.

         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.  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.  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.  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.  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


<PAGE>



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  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 the laws of the  applicable  jurisdiction,  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


<PAGE>



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 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


<PAGE>



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  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.  Mortgagee  shall  have the  right  from  time to time to
substitute  the trustee  hereunder by an instrument in writing in any manner now
or hereafter provided by law. 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. 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.



<PAGE>



         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


<PAGE>



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 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


<PAGE>



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 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
<PAGE>



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 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.      [Intentionally Deleted]

         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


<PAGE>



Mortgaged Property) (all of the rights described above hereinafter  collectively
referred to as the "Rents").

         (c)  Present   Assignment.   Mortgagor   does  hereby   absolutely  and
unconditionally assign to Mortgagee Mortgagor's right, title and interest in all
current and future Leases and Rents,  it being  intended by Mortgagor  that this
assignment  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 the Rents.  Prior to
disbursing  any amounts to its  members,  Mortgagor  shall 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 be revoked 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. 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 payment of the
Debt in such priority and proportion as Mortgagee, in its discretion, shall deem
proper.

         (d)  Remedies  of  Mortgagee.  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


<PAGE>



occurrence of 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  California  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 California 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


<PAGE>



Loan Documents  providing that this Mortgage shall no longer secure the Arkansas
Note and/or the California  Note and that an Event of Default under the Arkansas
Note (and the  related  Loan  Documents,  as defined  in such  Note)  and/or the
California  Note (and the  related  Loan  Document,  as  defined  in such  Note)
(collectively, the "Related Loan 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-defaults   under  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.

         61.      Special State Provisions.

                  (a) Community Facilities District. Without obtaining the prior
written  consent of Mortgagee,  Mortgagor shall not consent to, or vote in favor
of, the inclusion of all or any part of the Mortgaged  Property in any Community
Facilities  District formed pursuant to the Community  Facilities  District Act,
A.R.S.  Section 48-701,  et seq., as amended from time to time.  Mortgagor shall
immediately  give  notice  to  Mortgagee  of any  notification  or  advice  that
Mortgagor may receive from any  municipality  or other third party of any intent
or proposal to include all or any part of the Mortgaged  Property in a Community
Facilities District.  Mortgagee shall have the right to file a written objection
to the  inclusion  of all or any part of the  Mortgaged  Property in a Community
Facilities District,  either in its own name or in the name of Mortgagor, and to
appear at, and  participate in, any hearing with respect to the formation of any
such district.

                  (b) Realty  Mortgage.  If this instrument  should be or become
ineffective  as a deed of trust,  then these  presents  shall be  construed  and
enforced  as a realty  mortgage  with the  Mortgagor  being  the  mortgagor  and
Mortgagee being the mortgagee.

                  (c)  Acceptance  of Trust.  The  acceptance by Trustee of this
trust shall be evidenced when this Mortgage, duly executed and acknowledged,  is
made a public record as provided by law. The trust created hereby is irrevocable
by Mortgagor.

                  (d)  Release  and   Reconveyance.   Upon  written  request  of
Mortgagee stating that all of the indebtedness secured hereby has been paid, and
upon  surrender of this  Mortgage and the Note to Trustee for  cancellation  and
retention or, if requested,  delivery,  then Trustee (and Mortgagee if necessary
to clear  title),  upon  payment of  Trustee's  fees,  shall  reconvey,  without
warranty,  the  Mortgaged  Property.  The recitals in such  reconveyance  of any
matters or facts shall be conclusive as to the accuracy thereof.  The grantee in
such  reconveyance  may be described as "the person or persons legally  entitled
thereto."


<PAGE>



         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>




Assignment of leases

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)



PARCEL 1:

All of those  portions  of Block 4 of TUCSON  GREEN  VALLEY UNIT NO. 1, Blocks 1
thru 12, according to the plat of record in the office of the County Recorder of
Pima County,  Arizona,  recorded in Book 16, of Maps, Page 76, more particularly
described as follows:

BEGINNING at the Southwest corner of said Block 4;

THENCE South 08 degrees 09 minutes 55 seconds  West on a Southerly  extension of
the West line of said  Block 4, a distance  of 10.0 feet to a point,  said point
being the TRUE POINT OF BEGINNING;

THENCE North 08 degrees 09 minutes 55 seconds East, along said previous line and
the West line of Block 4, a distance of 927.81 feet to a point of curvature;

THENCE Northeasterly around said curve to the right whose radius is 25.0 feet, a
distance  of 35.71 feet to a point of tangency on the South right of way line of
Esperanza Boulevard, said point also being on the Northerly line of Block 4;

THENCE East,  along the North line of said Block 4, a distance of 613.60 feet to
a point;

THENCE South, a distance of 220.0 feet to a point;

THENCE East, a distance of 148.43 feet to a point;

THENCE North 08 degrees 09 minutes 55 seconds  East, a distance of 45.98 feet to
a point;

THENCE South 81 degrees 50 minutes 05 seconds East, a distance of 152.70 feet to
a point;

THENCE North 08 degrees 09 minutes 55 seconds East, a distance of 198.18 feet to
a point on the South right of way line of Esperanza Boulevard.

THENCE  East,  along  the  South  right of way line of  Esperanza  Boulevard,  a
distance of 40.46 feet to a point;

THENCE South 08 degrees 09 minutes 55 seconds West, a distance of 161.57 feet to
a point;

THENCE  South,  81 degrees 50 minutes 55 seconds East, a distance of 192.24 feet
to a point on the Westerly right of way line of Tucson-Nogales Highway;

THENCE South 00 degrees 25 minutes 06 seconds East, along said Westerly right of
way line, a distance of 536.0 feet to a point;

THENCE South 08 degrees 09 minutes 55 seconds West, along said Westerly right of
way line, a distance of 361.36 feet to a point;

THENCE North 81 degrees 50 minutes 05 seconds West, a distance of 30.0 feet to a
point;


<PAGE>



THENCE South 08 degrees 09 minutes 55 seconds West, a distance of 40.0 feet to a
point;

THENCE  North 81 degrees 50 minutes 05 seconds  West, a distance of 1,242.0 feet
to a point, said point being the TRUE POINT OF BEGINNING;

EXCEPT the following described Parcels "A" and "B":

PARCEL "A"

All of that  portion of Lot 5, in Block 4, of TUCSON  GREEN VALLEY UNIT NO. 1, a
subdivision  of  record,  according  to the plat of record in the  office of the
County Recorder of Pima County, Arizona,  recorded in Book 16, of Maps, Page 76,
more particularly described as follows:

BEGINNING at the Southerly point of curvature of Curve No. 2 in said Lot 5;

THENCE South 08 degrees 09 minutes 55 seconds West,  along the East right of way
line of La Canada Drive, a distance of 134.92 feet to a point,  said point being
the TRUE POINT OF BEGINNING;

THENCE East, a distance of 162.78 feet to a point;

THENCE South, a distance of 105.07 feet to a point;

THENCE North 81 degrees 50 minutes 05 seconds West, a distance of 176.05 feet to
a point on the East right of way of La Canada Drive;

THENCE  North 08 degrees 09  minutes  55 seconds  East,  along said right of way
line,  a distance  of 80.89 feet to a point,  said point being the TRUE POINT OF
BEGINNING.

PARCEL "B"

All of that  portion of Lot 5, in Block 4, of TUCSON  GREEN VALLEY UNIT NO. 1, a
subdivision  of  record,  according  to the plat of record in the  office of the
County Recorder of Pima County, Arizona,  recorded in Book 16, of Maps, Page 76,
being more particularly described as follows:

BEGINNING at the Southwest corner of said Lot 5;

THENCE North 08 degrees 09 minutes 55 seconds East,  along the West line of said
Lot 5, a distance of 40.0 feet to the TRUE POINT OF BEGINNING;

THENCE South 81 degrees 50 minutes 05 seconds East, along a line being 40.0 feet
North of and  parallel  with the South line of said Lot 5, a  distance  of 320.0
feet to a point;

THENCE  North 08 degrees 09 minutes 55 seconds  East,  along a line being  320.0
feet  Easterly of and  parallel  with the said West line of Lot 5, a distance of
600.0 feet to a point;

THENCE  North 81 degrees 50 minutes 05 seconds  West,  along a line being  640.0
feet North of and  parallel  with said South line of Lot 5, a distance  of 320.0
feet to a point in the said West line of Lot 5;

THENCE  south 08 degrees 09 minutes  55 seconds  West,  along said West line,  a
distance of 600.0 feet to the TRUE POINT OF BEGINNING.



<PAGE>




Property Address:          Green Valley Mall
                           99-255 Esperanza
                           101 La Canada Road
                           Green Valley, Arizona  85614