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. 1700020088
Property:  Town & Country Shopping Center
              Searcy, Arkansas

                           MORTGAGE, DEED OF TRUST AND
                               SECURITY AGREEMENT

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

         To secure:

         A. (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 "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 dated the date hereof made by Mortgagor to Mortgagee (the note
together with all extensions, renewals or


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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  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);

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

Mortgagor has mortgaged, given, granted, bargained, sold, alienated,  enfeoffed,
conveyed, confirmed, warranted, pledged, assigned, and hypothecated and by these
presents does hereby mortgage,  give,  grant,  bargain,  sell,  alien,  enfeoff,
convey, confirm,  warrant,  pledge, assign and hypothecate unto Mortgagee and/or
Trustee,  IN TRUST WITH POWER OF SALE, 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,


<PAGE>



and usable in connection  with the present or future  operation and occupancy of
the Premises and the  Improvements  and all building  equipment,  materials  and
supplies of any nature whatsoever owned by Mortgagor,  or in which Mortgagor has
or shall have an interest,  now or  hereafter  located upon the Premises and the
Improvements,  or appurtenant  thereto, or usable in connection with the present
or  future   operation,   enjoyment  and  occupancy  of  the  Premises  and  the
Improvements,  including the proceeds of any sale or transfer of the  foregoing,
and the right,  title and interest of  Mortgagor in and to any of the  Equipment
which may be  subject to any  security  interests,  as  defined  in the  Uniform
Commercial  Code, as adopted and enacted by the State or States where any of the
Mortgaged  Property is located (the "Uniform  Commercial Code") superior in lien
to the lien of this Mortgage;

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

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

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

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

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



<PAGE>



         TO HAVE AND TO HOLD the above granted and described  Mortgaged Property
unto  and to the  use  and  benefit  of  Mortgagee  and/or  Trustee,  and  their
successors and assigns, forever;

         PROVIDED,  HOWEVER, these presents are upon the express condition that,
if Mortgagor  shall well and truly pay to Mortgagee  the Debt at the time and in
the manner provided in the Note and this Mortgage and shall well and truly abide
by and comply with each and every  covenant and condition  set forth herein,  in
the Note and in the other Loan Documents in a timely manner,  these presents and
the estate hereby granted shall cease, terminate and be void;

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

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

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

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



<PAGE>



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

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

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

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



<PAGE>



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

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


<PAGE>



         provided, that Mortgagor may adjust losses aggregating not in excess of
         $100,000.00 if such adjustment is carried out in a competent and timely
         manner,  and provided  that in any case  Mortgagee  shall and is hereby
         authorized to collect and receipt for any such insurance proceeds;  and
         the  reasonable  expenses  incurred by Mortgagee in the  adjustment and
         collection of insurance  proceeds  shall become part of the Debt and be
         secured  hereby and shall be reimbursed by Mortgagor to Mortgagee  upon
         demand  (unless  deducted  by and  reimbursed  to  Mortgagee  from such
         proceeds).

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

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


<PAGE>



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

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


<PAGE>



charge  against the Mortgaged  Property,  and shall promptly pay for all utility
services provided to the Mortgaged Property.

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


<PAGE>



         6.       [Intentionally Deleted.]

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

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

         (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


<PAGE>



(including,  without limitation, any soil or geological condition), which damage
has not been fully repaired.  There are no proceedings pending or threatened for
the partial or total condemnation of the Mortgaged Property.

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

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

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

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



<PAGE>



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

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

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

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

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

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

         (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
<PAGE>



Mortgaged Property, the Mortgaged Property (as defined in the Arizona 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 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  Arizona  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
<PAGE>



foreseeable  in a  business  of its  size  and  character  and in  light  of its
     contemplated business operations.

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

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

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

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

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

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



<PAGE>



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

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


<PAGE>



the payment of the Debt and the  performance  of all other  obligations  secured
hereby,  or (y)  transfers  otherwise  by  operation  of law in the  event  of a
bankruptcy,  nor  shall  the  meaning  include  a Lease,  but shall be deemed to
include (i) an installment  sales agreement wherein Mortgagor agrees to sell the
Mortgaged  Property or any part thereof for a price to be paid in  installments;
(ii)  an  agreement  by  Mortgagor  leasing  all or a  substantial  part  of the
Mortgaged  Property for other than actual occupancy by a space tenant thereunder
or a sale,  assignment or other transfer of, or the grant of a security interest
in,  Mortgagor's  right,  title and  interest in and to any Leases or any Rents;
(iii) if Mortgagor,  Guarantor, or any general partner of Mortgagor or Guarantor
is a  corporation,  any merger,  consolidation  or the voluntary or  involuntary
sale,  conveyance or transfer of such  corporation's  stock (or the stock of any
corporation directly or indirectly  controlling such corporation by operation of
law or otherwise) or the creation or issuance of new stock in one or a series of
transactions by which an aggregate of more than 10% of such corporation's  stock
shall be vested in a party or parties  who are not now  stockholders  (provided,
however,  in no event  shall this  subpart  [iii] apply to any  Guarantor  whose
stock,  shares or  partnership  interests are traded on a nationally  recognized
stock  exchange);  (iv) if  Mortgagor,  Guarantor,  or any  general  partner  of
Mortgagor or Guarantor is a limited  liability  company or limited  partnership,
the voluntary or involuntary sale,  conveyance or transfer by which an aggregate
of more than fifty  percent  (50%) of the  ownership  interest  in such  limited
liability  company or more than fifty percent  (50%) of the limited  partnership
interests in such limited  partnership  shall be vested in parties not having an
ownership  interest as of the date of this Mortgage;  and (v) if Mortgagor,  any
Guarantor or any general  partner of Mortgagor or any  Guarantor is a limited or
general  partnership or joint venture,  the change,  removal or resignation of a
general  partner,  managing  partner or joint venturer or the transfer of all or
any portion of the partnership interest of any general partner, managing partner
or joint venturer.

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


<PAGE>



Mortgagor's  sole cost and expense) to the mortgagee  policy of title  insurance
then insuring the lien created by this Mortgage in form and substance acceptable
to Mortgagee  in its sole  judgment,  (ix) the ratio of the  original  principal
amount of the Note to the greater of (A) the purchase  price paid by the grantee
or (B) the then fair market value of the Mortgaged Property, shall not exceed 75
percent as reasonably determined by Mortgagee; and (x) the debt service coverage
ratio  under the Note with  respect  to the  Mortgaged  Property  as  reasonably
determined by Mortgagee  shall be equal to or greater than 1.25:1.00 at the time
of the transfer.  Without limiting the foregoing,  if Mortgagee shall consent to
any such  transfer,  the written  assumption  agreement  described in subsection
12(c)(vii)  above  shall  provide  for the  release  of  Mortgagor  of  personal
liability  under the Note and other Loan  Documents  solely as to acts or events
occurring,  or obligations  arising,  after the closing of such sale;  provided,
however,  in no event shall such sale  operate to: (x) relieve  Mortgagor of any
personal  liability  under the Note or any of the other Loan  Documents  for any
acts or events  occurring,  or obligations  arising,  prior to or simultaneously
with the closing of such sale (subject to the  applicable  recourse  limitations
provided in the Note), and Mortgagor shall execute,  without any cost or expense
to Mortgagee,  such  documents  and  agreements  as Mortgagee  shall  reasonably
require to evidence and effectuate the ratification of such personal  liability;
or (y) relieve any current guarantor or indemnitor,  including Mortgagor, of its
obligations  under any guaranty or indemnity  agreement  executed in  connection
with the loan secured hereby (including,  without limitation,  the Environmental
Liabilities  Agreement of even date herewith [the  "Environmental  Agreement"]),
and each such current  guarantor and indemnitor shall execute,  without any cost
or expense to  Mortgagee,  such  documents  and  agreements  as Mortgagee  shall
reasonably  require to evidence and  effectuate  the  ratification  of each such
guaranty and indemnity agreement. Notwithstanding (y) preceding, if the proposed
transferee and a party associated with the proposed  transferee (the "Substitute
Guarantor")  (1) is approved by  Mortgagee in its sole  discretion  (including a
determination  that  the  proposed  transferee  and  Substitute  Guarantor  have
adequate  financial  resources),  (2)  assumes  the  obligations  of the current
guarantor  or  indemnitor  under its guaranty or  indemnity  agreement,  and (3)
executes,  without  any cost or  expense to  Mortgagee,  a new  guaranty  and/or
indemnity  agreement,  as  applicable,  in form and  substance  satisfactory  to
Mortgagee,  then Mortgagee may release the current  guarantor or indemnitor from
all  obligations  arising  under its guaranty or indemnity  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


<PAGE>



of the Note (excluding the Arizona Note and the California Note);  (vii) payment
by Mortgagor of the expenses described in subsection 12(f) below; and (viii) the
satisfaction  of any  conditions  imposed  by any  national  rating  agency  for
Certificates  (hereinafter  defined),  together with such modification(s) of the
Loan Documents and such legal opinions,  certifications and similar matters that
Mortgagee may require. Mortgagee agrees not to unreasonably withhold its consent
to a sale or transfer of the Mortgaged  Property upon the  satisfaction  (in the
sole  determination  of Mortgagee) of the conditions to its consent as set forth
herein;  provided,  however,  in any  event  Mortgagee  shall  be  deemed  to be
reasonable  in  withholding  its  consent if a sale to the  proposed  transferee
receives  unfavorable  comment from a national  rating agency for  Certificates.
Mortgagee  shall not be required to  demonstrate  any actual  impairment  of its
security or any increased risk of default hereunder in order to declare the Debt
immediately  due and payable upon any sale,  conveyance,  alienation,  mortgage,
encumbrance,  pledge or transfer by Mortgagor of the Mortgaged  Property without
Mortgagee's consent.

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

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

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

         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


<PAGE>



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  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


<PAGE>



Mortgagee  for the use,  forbearance,  or  detention  of the Debt shall,  to the
extent  permitted by applicable  law, be  amortized,  prorated,  allocated,  and
spread throughout the full stated term of the Debt until payment in full so that
the rate or amount of  interest  on  account  of the Debt  does not  exceed  the
maximum  rate  permitted  under  applicable  law from time to time in effect and
applicable to the Debt for so long as the Debt is  outstanding.  Notwithstanding
anything to the contrary contained herein or in any of the other Loan Documents,
it is not the intention of Trustee  and/or  Mortgagee to accelerate the maturity
of any  interest  that has not  accrued at the time of such  acceleration  or to
collect unearned interest at the time of such acceleration.

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


<PAGE>



records. The late charge and the cost of such audit shall be immediately payable
from Mortgagor  upon demand by Mortgagee and, until paid,  shall be added to and
constitute a part of the Debt. At any time and from time to time Mortgagor shall
deliver to  Mortgagee  or its  agents  such other  financial  data as  Mortgagor
prepares for its own use and which  Mortgagee  or its agents shall  request with
respect  to the  ownership,  maintenance,  use and  operation  of the  Mortgaged
Property, including, but not limited to, schedules of gross sales for percentage
rents  under  Leases.   Mortgagor  will  permit  representatives   appointed  by
Mortgagee, including independent accountants,  agents, attorneys, appraisers and
any other persons,  to visit and inspect during its normal business hours and at
any other reasonable times any of the Mortgaged Property and to make photographs
thereof,  and to write  down and  record any  information  such  representatives
obtain,  and shall permit  Mortgagee or its  representatives  to investigate and
verify the  accuracy  of the  information  furnished  to  Mortgagee  under or in
connection  with this Mortgage or any of the other Loan Documents and to discuss
all such matters with its  officers,  employees and  representatives.  Mortgagor
will furnish to Mortgagee at Mortgagor's  expense all evidence  which  Mortgagee
may from time to time  reasonably  request as to the accuracy and validity of or
compliance with all representations and warranties made by Mortgagor in the Loan
Documents and satisfaction of all conditions  contained therein.  Any inspection
or audit of the Mortgaged Property or the books and records of Mortgagor, or the
procuring of documents and financial and other  information,  by or on behalf of
Mortgagee,  shall be for Mortgagee's  protection  only, and shall not constitute
any  assumption  of  responsibility  or  liability  by Mortgagee to Mortgagor or
anyone else with regard to the condition, construction, maintenance or operation
of the Mortgaged Property,  nor Mortgagee's  approval of any certification given
to Mortgagee nor relieve Mortgagor of any of Mortgagor's obligations.

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

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



<PAGE>



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

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


<PAGE>



any instrument of further  assurance,  except where  prohibited by law so to do.
Mortgagor  shall hold  harmless and  indemnify  Mortgagee,  its  successors  and
assigns,  against any liability  incurred by reason of the imposition of any tax
on the making and recording of this Mortgage.

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

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

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

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

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

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

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



<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>



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

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

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


<PAGE>



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


<PAGE>



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

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

                  i) Trustee or  Mortgagee  may conduct any number of sales from
         time to time. The power of sale hereunder 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


<PAGE>



         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 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


<PAGE>



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 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) dower,  curtesy,  homestead,  sale,  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,  including without limitation, as
may be provided under the Act approved May 8, 1899, and Acts amendatory thereof;
(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


<PAGE>



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  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


<PAGE>



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  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.


<PAGE>



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 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


<PAGE>



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

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


<PAGE>



         33.  Indemnification.  Subject to the recourse limitations contained on
the Note, in addition to any other indemnifications  provided in any of the Loan
Documents,   Mortgagor  shall  protect,  defend,  indemnify  and  save  harmless
Mortgagee,  its subsidiaries,  affiliates,  persons  controlling or under common
control  with  Mortgagee,  their  agents,  officers,  directors,   shareholders,
employees,   servants,   consultants,   representatives   and  their  respective
successors and assigns and Trustee  (collectively,  the "Indemnified  Parties"),
from  and  against  all  liabilities,  obligations,  claims,  demands,  damages,
penalties,  causes of  action,  losses,  fines,  costs and  expenses  (including
without  limitation  reasonable  attorneys' fees and expenses),  imposed upon or
incurred by or asserted against any of the Indemnified  Parties by reason of (a)
ownership of this Mortgage,  the Mortgaged  Property or any interest  therein or
receipt of any Rents; (b) any accident, injury to or death of persons or loss of
or damage to property  occurring in, on or about the  Mortgaged  Property or any
part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent
parking areas, streets or ways; (c) any use, nonuse or condition in, on or about
the  Mortgaged  Property or any part thereof or on adjoining  sidewalks,  curbs,
adjacent property or adjacent parking areas, streets or ways; (d) any failure on
the part of  Mortgagor  to  perform  or  comply  with  any of the  terms of this
Mortgage;  (e)  performance  of any labor or services or the  furnishing  of any
materials  or other  property in respect of the  Mortgaged  Property or any part
thereof;  (f) any  failure of the  Mortgaged  Property to comply with any Access
Laws; (g) any  representation or warranty made in the Note, this Mortgage or the
other Loan  Documents  being false or  misleading  in any respect as of the date
such  representation or warranty was made; (h) any claim by brokers,  finders or
similar  persons  claiming to be entitled to a commission in connection with any
Lease or other transaction  involving the Mortgaged Property or any part thereof
under any legal  requirement or any liability  asserted  against  Mortgagee with
respect  thereto;  and  (i) the  claims  of any  lessee  to any  portion  of the
Mortgaged Property or any person acting through or under any lessee or otherwise
arising under or as a consequence  of any Lease.  Any amounts  payable to any of
the Indemnified  Parties by reason of the application of this paragraph shall be
secured by this Mortgage and shall become  immediately due and payable and shall
bear  interest at the Default  Rate  specified in the Note from the date loss or
damage  is  sustained  by  any  of  the  Indemnified  Parties  until  paid.  The
obligations and liabilities of Mortgagor under this Section 33 (A) shall survive
for a period of one (1) year following any release of this Mortgage  executed by
Mortgagee and satisfaction of the loan evidenced by the Loan Documents,  and (B)
shall  survive  the  transfer or  assignment  of this  Mortgage,  the entry of a
judgment  of  foreclosure,   sale  of  the  Mortgaged  Property  by  nonjudicial
foreclosure  sale,  or  delivery  of a deed in lieu of  foreclosure  (including,
without  limitation,  any transfer by Mortgagor of any of its rights,  title and
interest  in  and  to the  Mortgaged  Property  to  any  party,  whether  or not
affiliated with Mortgagor).

         34.  Trustee.  Trustee  may  resign  by the  giving  of  notice of such
resignation in writing or verbally to Mortgagee.  If Trustee shall die,  resign,
or become  disqualified  from acting in the execution of this trust,  or if, for
any reason,  Mortgagee shall prefer to appoint a substitute  trustee or multiple
substitute  trustees,  or successive  substitute trustees or successive multiple
substitute trustees,  to act instead of the aforenamed Trustee,  Mortgagee shall
have full power to appoint a  substitute  trustee  (or, if  preferred,  multiple
substitute trustees) in succession who shall succeed (and if multiple substitute
trustees are appointed, each of such multiple substitute trustees shall succeed)
to all the estates,  rights,  powers, and duties of the aforenamed Trustee. Such
appointment  may be executed by any authorized  agent of Mortgagee,  and if such
Mortgagee be a corporation and such appointment be executed in its behalf by any
officer of such corporation, such appointment shall be


<PAGE>



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

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

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

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



<PAGE>



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

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

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


<PAGE>



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

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

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


<PAGE>



         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 SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,  PROVIDED THAT
TO THE EXTENT THAT ANY OF SUCH LAWS MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL
LAW,  IN WHICH CASE SUCH  FEDERAL  LAW SHALL SO GOVERN AND BE  CONTROLLING;  AND
PROVIDED  FURTHER THAT THE LAWS OF THE STATE IN WHICH THE MORTGAGED  PROPERTY IS
LOCATED SHALL GOVERN AS TO THE CREATION,  PRIORITY AND  ENFORCEMENT OF LIENS AND
SECURITY INTERESTS IN PROPERTY LOCATED IN SUCH STATE.

MORTGAGOR, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY,  INTENTIONALLY
AND  VOLUNTARILY,  WITH AND UPON THE  ADVICE OF  COMPETENT  COUNSEL,  SUBMITS TO
PERSONAL  JURISDICTION  IN THE  STATE OF  CALIFORNIA  OVER ANY  SUIT,  ACTION OR
PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO THE NOTE,  THIS MORTGAGE OR
ANY OTHER OF THE LOAN DOCUMENTS, AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT  JURISDICTION  SITTING
IN ORANGE COUNTY, CALIFORNIA, SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND TO
THE FULLEST EXTENT  PERMITTED BY LAW,  AGREES THAT IT WILL NOT BRING ANY ACTION,
SUIT OR PROCEEDING IN ANY OTHER FORUM (BUT NOTHING HEREIN SHALL AFFECT THE RIGHT
OF  MORTGAGEE  TO BRING ANY  ACTION,  SUIT OR  PROCEEDING  IN ANY OTHER  FORUM).
MORTGAGOR  FURTHER  CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS,  COMPLAINT OR
OTHER LEGAL  PROCESS IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY  REGISTERED OR
CERTIFIED U.S. MAIL,  POSTAGE  PREPAID,  TO MORTGAGOR AT THE ADDRESS FOR NOTICES
SET FORTH ON PAGE 1 HEREOF,  AND  CONSENTS  AND AGREES THAT SUCH  SERVICE  SHALL
CONSTITUTE  IN EVERY RESPECT  VALID AND  EFFECTIVE  SERVICE (BUT NOTHING  HEREIN
SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER
PERMITTED BY LAW).

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

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


<PAGE>



and Insurance Escrow Fund.

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

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

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

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

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

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

(c)  Present Assignment. Mortgagor does hereby absolutely and unconditionally
<PAGE>



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  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


<PAGE>



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 Arizona 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 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 Arizona 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 Loan Documents  providing that this
Mortgage shall no longer secure the Arizona Note and/or the California  Note and
that an Event of Default under the Arizona 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


<PAGE>



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.
         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>
                                                    EXHIBIT A

                                                  (Legal Description)

The land  situated in the State of  Arkansas,  County of White and  described as
follows:

Commencing at an iron pipe at the  intersection  of the Southeast line of Survey
Number  2312 and the South  line of Race  Avenue;  Thence  North 89  degrees  54
minutes 23 seconds  East  737.11  feet along the South line of Race  Avenue to a
found  concrete  monument;  Thence  continue along the South line of Race Avenue
North 89 degrees 59 minutes 37 seconds  East 306.00 feet to a found iron pin for
the pointy of beginning;  Thence continue North 89 degrees 59 minutes 37 seconds
East 60.00 feet along the South line of Race Avenue to a found iron pin;  Thence
South 00 degrees 05 minutes  42 seconds  East  188.00  feet to a found iron pin;
Thence  North 89 degrees 59 minutes 37 seconds  East 158.74 feet to a found iron
pin on the Westerly  right-of-way  of Frontage Road;  Thence South 45 degrees 03
minutes 24 seconds East 102.88 feet along said Westerly right-of-way of Frontage
Road to a found iron pin;  Thence  South 00  degrees 06 minutes 42 seconds  East
273.84 feet to a found iron pin;  Thence  South 32 degrees 05 minutes 06 seconds
East  48.07  feet to a found  iron pin;  Thence  North 89  degrees 54 minutes 54
seconds  East  65.00 feet to a found iron pin on the  Westerly  right-of-way  of
Frontage  Road;  Thence  South 06 degrees 34 minutes 32 seconds  West 60.41 feet
along said Westerly right-of-way;  Thence South 89 degrees 54 minutes 54 seconds
West 115.0 feet;  Thence South 18 degrees 04 minutes 12 seconds West 39.26 feet;
Thence South 04 degrees 54 minutes 54 seconds  West 112.0 feet;  Thence South 14
degrees 35 minutes 06 seconds East 94.0 feet; Thence South 29 degrees 35 minutes
06 seconds  East 140.0 feet;  Thence South 20 degrees 05 minutes 06 seconds East
48.0 to a found iron pin;  Thence  South 89  degrees 54 minutes 54 seconds  West
307.89 feet to a found  railroad  spike;  Thence  North 00 degrees 06 minutes 42
seconds West 126.00 feet to a found railroad  spike;  Thence South 89 degrees 54
minutes 54 seconds West 345.00 feet to a found iron pin; Thence North 00 degrees
04 minutes 37 seconds  West 367.08 feet along the East line of a tract  recorded
in Volume 377,  Page 359 of the White County Deed Records to a found 2 inch pipe
set in  concrete;  Thence North 00 degrees 04 minutes 46 seconds West 49.95 feet
along the East line of a street to a found 2 inch pipe set in  concrete;  Thence
North 00 degrees 05 minutes 42 seconds West 299.93 feet along the East line of a
tract  recorded in Volume 360,  Page 145 of the White  County Deed  Records to a
found iron pin;  Thence  North 89 degrees 59 minutes 37 seconds East 200.00 feet
to a found iron pin; Thence continue North 89 degrees 59 minutes 37 seconds East
106.00 feet to a found iron pin;  Thence  North 00 degrees 05 minutes 42 seconds
West 200.00 feet to a found iron pin which is the point of beginning, containing
10.787 acres more or less, subject to all easements of record. Together with all
right,  title and interest of Mortgagor in and to the easements  created by that
certain agreement entitled  Easements With Covenants and Restrictions  Affecting
Land (ECR) dated May 16,  1984 by and  between  Wal-Mart  Properties,  Inc.  and
Bramalea  Limited  filed for record on July 24, 1984 and recorded in Misc.  Book
102 at Page 419.

Property Address:          Town & Country Shopping Center
                           U.S. Highway 67/167
                           at East Race Avenue
                           Searcy, Arkansas  72143