PROMISSORY NOTE



$2,340,000                                                    Portland, Oregon
                                                                 July 14, 1997


            1. The Loan;  Obligation  to Pay.  United  States  National  Bank of
Oregon  ("U.  S.  Bank")  has  agreed  to  make  a loan  to  Ajay  Sports,  Inc.
("Borrower"), in the amount of $2,340,000.  Borrower, for value received, hereby
promises to pay to the order of U. S. Bank the principal sum of  $2,340,000,  or
such lesser amount as is outstanding  under this note, on the terms set forth in
this note. In addition,  Borrower  hereby promises to pay interest on the unpaid
principal  amount owed under this note (which shall accrue on and after the date
of this note as  specified in  paragraph 2 below),  together  with all costs and
fees,  including  reasonable  attorney fees, incurred by U. S. Bank in enforcing
Borrower3s  obligations under this note. Principal hereof and the interest owing
under  this note are  payable  to U. S.  Bank at 111 S.W.  Fifth  Avenue  (T-8),
Portland,  Oregon 97204,  or such other place as U. S. Bank may direct,  in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts.

            2.  Interest  Rate.  From the date of this note until  December  31,
1997,  interest shall accrue on the principal amount owed hereunder at the Prime
Rate (as defined below) plus 1 percent per annum. From January 1, 1998,  through
and including the date Borrower repays the principal amount owed under this note
in full,  interest  shall accrue on the principal  amount owed  hereunder at the
Prime Rate plus 2 percent per annum. As used in this note, the term "Prime Rate"
means the rate of interest that U. S. Bank from time to time  establishes as its
prime rate. The Prime Rate is not  necessarily  the lowest rate of interest that
U. S. Bank collects from any borrower,  or class of borrowers.  At any time that
the Prime  Rate is in effect  under  this note,  the  interest  rate on the loan
evidenced  hereby shall be adjusted  concurrently  with each change in the Prime
Rate.  The interest  rates  specified in this  paragraph  are  effective  unless
Borrower  is in default  hereunder,  in which case the  principal  balance  owed
hereunder at U. S. Bank3s  election shall bear interest at the Prime Rate plus 5
percent per annum.

            3. Monthly  Payments of Interest.  On or before August 1, 1997,  and
the first day of each  month  thereafter  through  and  including  June 1, 2000,
Borrower  shall pay U. S. Bank all  interest  that has accrued on the  principal
balance outstanding under this note through the last day of the preceding month.
All interest owed under this note shall be computed at the applicable rate based
on a 360-day year, applied to actual days elapsed.  All payments made under this
note  shall  be  applied  first  to any  costs,  fees,  or  expenses  (including
reasonable  attorney fees) that Borrower is obligated to pay hereunder,  then to
interest, and finally to the principal amount owed under this note.

            4.  Loan  Fees.  Borrower  shall  pay U. S. Bank a loan fee equal to

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one-half  of 1 percent  of the  principal  balance  owed  under  this note as of
December 31, 1997. That fee shall be due and payable by Borrower on December 31,
1997.  If  Borrower  has repaid the entire  amount owed under this note prior to
December 31, 1997, no loan fee will be due hereunder.

            5. Scheduled Principal Payments. After Term Loan II (as that term is
defined in the loan agreement of even date herewith among  Borrower,  certain of
its affiliates,  and Wells Fargo Bank,  National  Association  (the "Wells Fargo
Loan  Agreement")  has been  repaid,  Borrower  shall make  principal  reduction
payments with respect to the obligation evidenced by this note as follows:

            (a)  $10,000  per  month,  starting  on the  tenth  day of the first
      calendar month after the month in which Term Loan II is repaid, and on the
      tenth day of each month  thereafter until the amount owed pursuant to this
      note is repaid in full; and

            (b) the Cash Flow  Payments (as that term is defined  below).  "Cash
      Flow  Payments"  means,  with  respect to each fiscal  quarter of Williams
      Controls,  Inc.  ("Williams"),  and Borrower  ending after Term Loan II is
      repaid,  (i)  within  60 days  after  the end of each  fiscal  quarter  of
      Williams, an amount equal to 6.25 percent of Williams' consolidated Excess
      Cash Flow (as that term is defined in the Wells Fargo Loan  Agreement) for
      the  12-month  period  ending with such  quarter,  and (ii) within 60 days
      after the end of each fiscal quarter of Borrower,  an amount equal to 6.25
      percent  of  Borrower's  consolidated  Excess  Cash Flow for the  12-month
      period ending with such quarter;  provided,  however, in no event will the
      period  described in items (i) and (ii) begin before  August 1, 1997,  and
      if, as a result of this  proviso,  the  applicable  period is less than 12
      months,  the percentage  shall increase from 6.25 percent by an additional
      2.083  percent  for each month by which such period is less than 12 months
      (for example, if the period is ten months, the applicable percentage shall
      be 10.416 percent).  Notwithstanding the foregoing,  Borrower shall not be
      required to pay a Cash Flow Payment due  hereunder to the extent that such
      payment would cause less than $1,000,000 in Available Credit (as that term
      is defined in the Wells  Fargo Loan  Agreement)  to exist  under the Wells
      Fargo Loan  Agreement.  However,  to the extent  that the  minimum  credit
      availability  requirement  specified in the preceding  sentence  precludes
      Borrower  from paying a Cash Flow  Payment due to U. S. Bank,  Borrower is
      obligated  to pay,  and shall  pay,  the  unpaid  portion of the Cash Flow
      Payment  as soon as,  and to the  extent  that,  more than  $1,000,000  in
      Available Credit exists under the Wells Fargo Loan Agreement.

At the time each Cash Flow Payment is due hereunder, Borrower shall deliver
to U. S. Bank a written report in a form reasonably satisfactory to U. S.
Bank detailing the calculation of the consolidated Excess Cash Flow of
Borrower and Williams for the 12-month period in question.  If Borrower

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contends that it is unable to pay all or any portion of a Cash Flow Payment
due under this note due to the $1,000,000 Available Credit limitation
described above, Borrower shall inform U. S. Bank of that fact in writing and
shall provide U. S. Bank all information reasonably requested by U. S. Bank
to enable U. S. Bank to verify Borrower's contention (including, but not
limited to, information regarding the Borrowing Base (as that term is defined
in the Wells Fargo Loan Agreement)).

            In addition to the  above-described  payments,  Borrower  shall make
principal  reduction  payments with respect to the obligation  evidenced by this
note in an aggregate amount not to exceed $200,000 as soon as, and to the extent
that, more than $2,000,000 in Available Credit exists under the Wells Fargo Loan
Agreement.  Until  Borrower has paid the full amount  specified in the preceding
sentence,  Borrower promptly will provide U. S. Bank with information reasonably
requested  by U. S. Bank with  respect  to the  Borrowing  Base (as that term is
defined in the Wells Fargo Loan Agreement).

            6.  Payment in Full.  Borrower's  obligations  pursuant to this note
shall  mature  and be due and  payable  in full upon the  earlier of (a) July 1,
2000, or (b)  acceleration  of the amount owed hereunder in accordance  with the
provisions of paragraph 8 of this note  following the  occurrence of an event of
default  under  this  note.  In  the  event  of an  acceleration  of  Borrower3s
obligations hereunder, the provisions of paragraphs 3 and 5 of this note calling
for  scheduled  payments of interest and principal no longer shall be applicable
and the entire amount of principal and interest  hereunder  shall be immediately
due and payable.

            7.    Prepayment.  Borrower may prepay amounts outstanding under
this note that at any time, without a prepayment charge.  Partial prepayments
do not relieve Borrower of its obligation to make the interest and principal
payments specified in paragraphs 3 and 5 of this note.

            8. Default.  If Borrower fails to make any payment  required by this
note within 5 days of the day such payment is due,  Borrower shall be in default
hereunder. If Borrower is in default hereunder, or if an event of default occurs
under the Consent,  Reaffirmation,  and Release  Agreement of even date herewith
among  U.  S.  Bank,   Borrower,   and  certain   affiliates  of  Borrower  (the
"Agreement"),  or any other  documents that provide  security for, or guaranties
of, Borrower3s obligation pursuant to this note (collectively referred to as the
"Loan Documents"), the principal balance of this note thereafter at U. S. Bank's
election  shall  bear  interest  at the Prime  Rate plus 5  percent  per  annum,
initially  determined on the date of Borrower's default and changing thereafter,
if and when the rate  changes  (which  rate  shall  remain in  effect  until the
default  is cured).  Subject to the  qualification  specified  in the  following
sentence,  if  Borrower  does not cure a  default  hereunder  within  30 days of
receiving written notice from U. S. Bank of the default,  U. S. Bank may without
further notice to Borrower  immediately  exercise any or all of its rights under
the Loan  Documents and  applicable  law (subject to the terms and conditions of
the  Intercreditor  Agreement of even date herewith between U. S. Bank and Wells
Fargo  Bank,  National  Association),  and may  declare  the  entire  balance of
principal  of this note and any  accrued  interest  and all  other  indebtedness
secured or to be secured by the Loan  Documents  immediately  due and payable in
the manner and with the effect provided in the Loan Documents. Notwithstanding

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the  foregoing,  U. S.  Bank  hereby  agrees  that it will  not  accelerate  the
principal  balance  owed under this note  following  the first  uncured  payment
default  hereunder,  but may do so  following  any  subsequent  uncured  payment
default.  U. S. Bank3s failure to exercise any remedies or rights, or failure to
immediately  accelerate the debt evidenced by this note,  shall not constitute a
waiver of U. S. Bank3s right to do so at any other time.

            9. Costs and Attorney Fees. If Borrower defaults with respect to any
payment  provided for in this note,  or in case of an event of default under any
of the Loan Documents,  U. S. Bank shall have the right, at Borrower's  expense,
to consult an attorney or  collection  agency,  to make any demand,  enforce any
remedy,  or otherwise protect its rights under this note and the Loan Documents.
Borrower  hereby  promises  to pay all  reasonable  costs,  fees,  and  expenses
incurred by U. S. Bank in  connection  with U. S. Bank's  efforts to recover the
amount owed hereunder, including, without limitation, reasonable attorneys' fees
(with or  without  arbitration  or  litigation),  arbitration  and court  costs,
collection  agency charges,  notice expenses and title search expenses,  and the
failure of Borrower to pay the same shall,  in itself,  constitute a further and
additional  default.  In the  event  that a  suit,  action,  or  arbitration  is
instituted  to enforce this note,  or any rights under the Loan  Documents,  the
prevailing party shall be entitled to recover, in addition to costs and expenses
provided  by  statute or  otherwise,  such sums as the court or  arbitrator  may
adjudge reasonable as attorney's fees in such proceeding and on any appeals from
any  judgment  or decree  entered  therein and the costs and  attorney  fees for
collection of the amount due therein.

            Borrower further agrees to pay immediately upon demand all costs and
expenses of U. S. Bank including  reasonable  attorney's fees: (a) if U. S. Bank
seeks to have the property securing the loan evidenced by this note abandoned by
any  estate  in  bankruptcy;  (b) if U. S.  Bank  attempts  to have  any stay or
injunction  prohibiting  the  enforcement  or  collection  of this note,  or the
enforcement of any other Loan Document,  lifted by any bankruptcy court or other
court; (c) if U. S. Bank  participates in any subsequent  proceedings or appeals
from any order or  judgment  entered in any such  proceeding;  (d) if U. S. Bank
deems  it  appropriate  to  file  a  proof  of  claim,  or in any  other  manner
participate  in any  bankruptcy  or  similar  proceedings;  or (e) if U. S. Bank
retains legal counsel in connection with any amendments or modifications of this
note,  or any other Loan  Document  requested  by  Borrower,  or  required by or
resulting from Borrower's default hereunder or thereunder.

            10.   Notice.  Any notice to be given pursuant to this note shall
be given as provided in the Agreement.

            11. Strictly Enforceable Agreement. Time is of the essence. Borrower
agrees that it has received valuable consideration hereunder, that it signs this
note as maker and not as surety, and that any and all suretyship defenses hereby
are waived.  Borrower for itself and all drawers and endorsers  severally waives
presentment for payment, protest, and notice of protest of this note.

            12.  Arbitration.  Either  the holder of this note or  Borrower  may
require that all disputes, claims, counterclaims,  and defenses, including those

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based on or arising  from any alleged  tort  (collectively  referred to below as
"Claims")  relating in any way to this note,  or any  transaction  of which this
note is a part,  be  settled  by  binding  arbitration  in  Portland,  Oregon in
accordance  with the Commercial  Arbitration  Rules of the American  Arbitration
Association and Title 9 of the U.S. Code.  Notwithstanding  the reference to the
American Arbitration  Association rules in the preceding sentence,  the American
Arbitration  Association  shall not be involved in or administer the arbitration
(unless the parties otherwise agree in writing).  Rather,  within 30 days of the
date of a request or demand for arbitration of any dispute or Claims  hereunder,
the parties shall agree upon a mutually acceptable  arbitrator (and, if they are
unable or unwilling to do so, an arbitrator shall be appointed pursuant to 9 USC
' 5). All Claims will be subject to the  statutes of  limitation  applicable  if
they were litigated.  This provision is void if arbitration  would jeopardize U.
S. Bank3s ability to proceed against collateral located outside of Oregon, or if
the effect of the  arbitration  procedure (as opposed to any Claims of Borrower)
would be to materially  impair the holder's ability to realize on any collateral
securing the loan. One neutral arbitrator will decide all issues. The arbitrator
will be an active  Oregon  State Bar member in good  standing.  All  arbitration
hearings will be held in Portland,  Oregon. In addition to all other powers, the
arbitrator   shall  have  the  exclusive   right  to  determine  all  issues  of
arbitrability.  Judgment  on any  arbitration  award may be entered in any court
with  jurisdiction.  Each  party has the  right  before,  during,  and after any
arbitration  to exercise any number of the following  remedies,  in any order or
concurrently:

            (a)   Setoff,

            (b)   Self-help repossession,

            (c)   Judicial or nonjudicial foreclosure against real or
      personal property collateral, or

            (d)  Provisional  remedies,  including  injunction,  appointment  of
      receiver, attachment, claim and delivery, and replevin.

This  arbitration  clause cannot be modified or waived by either party except in
writing,  which writing must refer to this  arbitration  clause and be signed by
both the holder of this note and Borrower.

            13. Assignment.  U. S. Bank may assign, transfer, or participate its
right,  title,  interest,  and  obligation  in and under  this note and the Loan
Documents without Borrower's  consent to another bank, a financial  institution,
an insurance  company,  an institutional  lender, or an institutional  investor.
Borrower may not assign its rights or transfer its  obligations  under this note
without U. S. Bank's prior, written consent.

            14. Governing Law. This note is governed by the laws of the state of
Oregon, without regard to conflict of laws principles;  provided,  however, that
to the extent  the  holder of this note has  greater  rights or  remedies  under
federal law,  this  provision  shall not be deemed to deprive the holder of such
rights and remedies as may be available under federal law.


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          Under Oregon law, most agreements, promises, and commitments made by
U. S. Bank after October 3, 1989  concerning  loans and other credit  extensions
which are not for personal,  family, or household  purposes or secured solely by
the  borrower's  residence  must be in writing,  express  consideration,  and be
signed by U. S. Bank to be enforceable.


                                AJAY SPORTS, INC.



                                    By
                                         Thomas W. Itin
                                         President

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THIS MORTGAGE  SECURES A PROMISSORY  NOTE IN THE PRINCIPAL  AMOUNT OF $2,340,000
THAT HAS BEEN  EXECUTED  AND  DELIVERED  OUTSIDE THE STATE OF  FLORIDA.  FLORIDA
DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $8,190 AND FLORIDA INTANGIBLE  PERSONAL
PROPERTY TAXES IN THE AMOUNT OF $4,680 ARE BEING PAID UPON RECORDATION HEREOF.




                         MORTGAGE, ASSIGNMENT OF RENTS,
                     SECURITY AGREEMENT, AND FIXTURE FILING
                             (Aptek Williams, Inc.)


            THIS MORTGAGE,  ASSIGNMENT OF RENTS, SECURITY AGREEMENT, AND FIXTURE
FILING  (this  "Mortgage")  is made as of the  14th day of  July,  1997,  by and
between  Aptek  Williams,  Inc.  ("Mortgagor"),  whose  address is 700 N.W. 12th
Avenue,  Deerfield  Beach,  Florida  33442,  and United States  National Bank of
Oregon  ("Mortgagee"),  whose address is 111 S.W. Fifth Avenue (T-8),  Portland,
Oregon 97204.

                                    RECITALS

            A.  Mortgagee made a loan to Williams Controls, Inc.
("Williams"), in the amount of $30,000,000, which loan was evidenced by a
Revolving Loan Note and a Revolving Loan Agreement dated as of July 25, 1995
(as such note and loan agreement have been amended from time to time).  That
loan is due and payable in full on June 30, 1997.

            B.  Williams is obligated to Mortgagee pursuant to a guaranty of
the obligations of Ajay Sports, Inc. ("Borrower"), to Mortgagee in the
maximum principal amount of $13,500,000.  Borrower's obligations to Mortgagee
are due and payable in full on June 30, 1997.

            C.    Mortgagor has guaranteed the payment and performance of
Williams' obligations described in Recitals A and B above.

            D.  Williams and  Borrower  have  located an  alternative  source of
financing for the majority of their obligations to Mortgagee, which would result
in payment of all but $2,340,000 (the "Residual  Debt") of their  obligations to
Mortgagee. Borrower has offered to execute and deliver to Mortgagee a promissory
note in the  principal  amount  of  $2,340,000  (the  "Note"),  and to repay the
Residual Debt pursuant to the terms set forth in that note.

            E.    Mortgagee is willing to agree to allow Borrower to repay
the Residual Debt pursuant to the terms of the Note.

            F.  As a  condition  to  accepting  payment  of the  balance  of the
Existing  Obligation on the terms set forth in the Note,  Mortgagee has required
that  Mortgagor   execute  and  deliver  this  Mortgage  to  secure   Borrower's
obligations to Mortgagee.

            NOW,  THEREFORE,  for good and  valuable  consideration,  receipt of
which is hereby  acknowledged,  and for the purpose of securing the  obligations
described in Section 1.1 of this Mortgage,  Mortgagor  irrevocably  mortgages to
Mortgagee  all of  Mortgagor3s  right,  title,  and  interest in and to the real
property  located in Broward County,  Florida,  more  particularly  described in
Exhibit 1 attached hereto and incorporated herein (the "Property");

            TOGETHER WITH all interests,  estates, and rights that Mortgagor now
has or  hereafter  may  acquire in (1) the  Property;  (2) any and all  options,
agreements,  and  contracts for the purchase or sale of all or any part or parts
of the Property or interests in the Property; (3) all easements,  rights-of-way,
and rights used in  connection  with the Property or as a means of access to the
Property; and (4) all tenements,  hereditaments, and appurtenances in any manner
belonging, relating, or appertaining to the Property;

            TOGETHER WITH all interests,  estates, and rights of Mortgagor,  now
owned or  hereafter  acquired,  in and to any land  lying  within  any  streets,
sidewalks,  alleys,  strips,  and  gores  adjacent  to  or  used  in  connection
therewith;

            TOGETHER WITH all rights,  titles,  and interests of Mortgagor,  now
owned  or  hereafter  acquired,  in and to  any  and  all  buildings  and  other
improvements  of every nature now or  hereafter  located on the Property and all
fixtures,  machinery,  equipment,  and other  personal  property  located on the
Property or attached to,  contained in, or used in any such  buildings and other
improvements,  and all  appurtenances  and  additions to and  substitutions  and
replacements of the Property (all of the foregoing being  collectively  referred
to below as the "Improvements");

            TOGETHER WITH any and all mineral,  oil and gas rights,  air rights,
development  rights,  water rights,  water stock,  and water service  contracts,
drainage  rights,  zoning  rights,  and other similar  rights or interests  that
benefit or are appurtenant to the Property or the  Improvements or both, and any
of their proceeds;

            TOGETHER WITH all present and future rights in and to the trade name
by which all or any portion of the Property and the  Improvements are known; all
books and records relating to the use and operation of all or any portion of the
Property and Improvements;  all right,  title, and interest of Mortgagor in, to,
and under all present and future plans,  specifications,  and contracts relating
to the design, construction,  management, or inspection of any Improvements; all
rights,  titles,  and  interests  of  Mortgagor in and to all present and future
licenses,  permits,  approvals,  and  agreements  with  or  from  any  municipal
corporation,  county, state, or other governmental or quasi-governmental  entity
or agency relating to the development,  improvement,  division, or use of all or
any portion of the Property to the extent such trade names,  licenses,  permits,
approvals,  and  agreements  are  assignable  by  law;  and  all  other  general
intangibles  relating  to the  Property,  the  Improvements,  or  their  use and
operation;

            TOGETHER  WITH all  rights  of  Mortgagor  in and to any  escrow  or
withhold  agreements,  title  insurance,  surety bonds,  warranties,  management
contracts,  leasing and sales agreements,  and service contracts that are in any
way relevant to the ownership,  development,  improvement,  management, sale, or
use of all or any portion of the Property or any of the Improvements;

            TOGETHER WITH Mortgagor3s rights under any payment,  performance, or
other  bond  in  connection  with  construction  of any  Improvements,  and  all
construction  materials,  supplies,  and equipment  delivered to the Property or
intended to be used in connection with the construction of any Improvements; and

            TOGETHER WITH all rights,  interests,  and claims that Mortgagor now
has or may acquire with respect to any damage to or taking of all or any part of
the  Property or the  Improvements,  including  without  limitation  any and all
proceeds of insurance in effect with  respect to the  Improvements,  any and all
awards  made for taking by eminent  domain or by any  proceeding  or purchase in
lieu thereof, of the whole or any part of the Property or the Improvements,  and
any and all  awards  resulting  from any  other  damage to the  Property  or the
Improvements,  all of which are assigned to Mortgagee, and, subject to the terms
of this Mortgage,  Mortgagee is authorized to collect and receive such proceeds,
to give proper receipts and acquittances for the proceeds,  and to apply them to
the Obligations secured by this Mortgage.

            All of the above is sometimes referred to below as the "Mortgaged
Property."

            This  Mortgage,   the  Note,  the  guaranty  agreement  executed  by
Mortgagor  in  favor of  Mortgagee,  the  Consent,  Reaffirmation,  and  Release
Agreement of even date herewith among Williams, Borrower, Mortgagee,  Mortgagor,
and others,  and all other  agreements  or  instruments  executed at any time in
connection therewith,  as they may be amended or supplemented from time to time,
are sometimes collectively referred to below as the "Loan Documents."

            TO PROTECT THE SECURITY OF THIS MORTGAGE, MORTGAGOR HEREBY COVENANTS
AND AGREES AS FOLLOWS:



<PAGE>
                                    ARTICLE I

               Particular Covenants and Warranties of Mortgagor

            I.1   Obligations Secured.  This Mortgage secures the following
obligations, which are collectively referred to in this Mortgage as the
"Obligations":

            (1) The payment of all indebtedness evidenced by the Note, including
but not limited to principal and interest,  and the performance of all covenants
and obligations of Borrower under the Note, whether such payment and performance
is now due or becomes due in the future;

            (2) The payment and  performance of all covenants and obligations in
this  Mortgage,  in  the  other  Loan  Documents,  and  in  all  other  security
agreements,  notes,  agreements,  and  undertakings  now  existing or  hereafter
executed by Mortgagor with or for the benefit of Mortgagee; and

            (3) The payment and  performance  of any and all other  indebtedness
and  obligations  of Mortgagor to  Mortgagee of any nature  whatsoever,  whether
direct or  indirect,  primary or  secondary,  joint or  several,  liquidated  or
unliquidated,  whenever and however  arising,  and whether or not reflected in a
written agreement or instrument.

            I.2 Payment of Indebtedness;  Performance of Covenants. Borrower and
Mortgagor shall duly and punctually pay and perform all of the Obligations.  The
maturity  date of the Note  when all  principal  and  interest  shall be due and
payable is July 1, 2000 (or such earlier  date, if any, on which the amount owed
under the Note is  accelerated  following an uncured  event of default under the
Note.

            I.3 Property. Mortgagor warrants that it holds good and merchantable
title  to the  Property  and the  Improvements,  free and  clear  of all  liens,
encumbrances,  reservations,  restrictions, easements, and adverse claims except
those  specifically  listed in  Exhibit  2.  Mortgagor  covenants  that it shall
forever defend  Mortgagee3s  rights under this Mortgage and the priority of this
Mortgage against the adverse claims and demands of all persons.

            I.4   Further Assurances.

            (1) Mortgagor shall execute,  acknowledge, and deliver, from time to
time,  such further  instruments  as  Mortgagee  may require to  accomplish  the
purposes of this Mortgage.

            (2) Mortgagor,  immediately  upon the execution and delivery of this
Mortgage,  and  thereafter  from time to time,  shall cause this  Mortgage,  any
supplemental security agreement,  mortgage, or deed of trust and each instrument
of further  assurance,  to be recorded and rerecorded in such manner and in such
places as may be required by any present or future law in order to perfect,  and
continue the perfection of, the lien and estate of this Mortgage.

            (3)  Mortgagor  shall pay all filing  and  recording  fees,  and all
expenses incident to the execution,  filing,  recording,  and  acknowledgment of
this Mortgage;  any security agreement,  mortgage, or deed of trust supplemental
hereto and any instrument of further assurance;  and all federal, state, county,
and municipal  taxes,  assessments  and charges  arising out of or in connection
with the  execution,  delivery,  filing,  and  recording of this  Mortgage,  any
supplemental  security agreement,  mortgage, or deed of trust and any instrument
of further assurance.

            I.5 Compliance with Laws.  Mortgagor further  represents,  warrants,
and covenants that:

            (1)  The  Property,  if  developed,  has  been  developed,  and  all
Improvements,  if any, have been constructed and maintained,  in full compliance
with all applicable laws, statutes,  ordinances,  regulations,  and codes of all
federal, state, and local governments  (collectively "Laws"), and all covenants,
conditions,  easements,  and restrictions  affecting the Property  (collectively
"Covenants"); and

            (2) Mortgagor and its operations upon the Property currently comply,
and will hereafter comply in all material  respects with all applicable Laws and
Covenants.

            I.6   Definitions; Environmental Covenants; Warranties and
Compliance.

            (1) For  purposes  of this  section,  "Environmental  Law" means any
federal,  state, or local law, statute,  ordinance,  or regulation pertaining to
Hazardous Substances,  health,  industrial hygiene, or environmental conditions,
including   without   limitation  the  Comprehensive   Environmental   Response,
Compensation,  and  Liability  Act  of  1980  ("CERCLA"),  as  amended,  42  USC
"9601-9675,  and the Resource Conservation and Recovery Act of 1976 ("RCRA"), as
amended, 42 USC "6901-6992.

            (2)  For  the  purposes  of  this  section,   "Hazardous  Substance"
includes,  without  limitation,  any  material,  substance,  or waste that is or
becomes regulated or that is or becomes classified as hazardous,  dangerous,  or
toxic under any federal, state, or local statute,  ordinance,  rule, regulation,
or law.

            (3) Mortgagor will not use, generate,  manufacture,  produce, store,
release,  discharge,  or dispose of on,  under,  or about the  Property,  or the
Property3s  groundwater,  or transport to or from the  Property,  any  Hazardous
Substance  and will not  permit  any  other  person  to do so,  except  for such
Hazardous  Substances  that may be used in the  ordinary  course of  Mortgagor3s
business  and in  compliance  with all  Environmental  Laws,  including  but not
limited to those relating to licensure, notice, and recordkeeping.

            (4)  Mortgagor  will keep and maintain  the  Property in  compliance
with,  and  shall  not  cause or  permit  all or any  portion  of the  Property,
including groundwater, to be in violation of any Environmental Law.

            (5)   Mortgagor shall give prompt written notice to Mortgagee of:

            (a) Any proceeding,  inquiry,  or notice by or from any governmental
      authority with respect to any alleged  violation of any  Environmental Law
      or the  presence  of  any  Hazardous  Substance  on  the  Property  or the
      migration of any Hazardous Substance from or to other premises;

            (b) All  known  claims  made or  threatened  by any  person  against
      Mortgagor or with respect to the Property or Improvements  relating to any
      loss or injury resulting from any Hazardous  Substance or the violation of
      any Environmental Law;

            (c)   The existence of any Hazardous Substance on or about all or
      any portion of the Property; or

            (d) Mortgagor3s discovery of any occurrence or condition on any real
      property  adjoining  or in the  vicinity  of the  Property  that  could in
      Mortgagor3s  judgment cause any restrictions on the ownership,  occupancy,
      transferability, or use of the Property under any Environmental Law.

            (6)  Mortgagor  shall  promptly  provide to Mortgagee  copies of all
reports,  documents,  and  notices  provided  to or  received  from  any  agency
administering any Environmental Laws. Mortgagee shall have the right to join and
participate,  in its own name if it so elects, in any legal proceeding or action
initiated with respect to the Property or  Improvements  in connection  with any
Environmental  Law and have its attorney fees in connection  with such an action
paid by Mortgagor, if Mortgagee determines that such participation is reasonably
necessary to protect its interest in the Mortgaged Property.

            (7) If, at any  time,  Mortgagee  has  reason  to  believe  that any
release,  discharge,  or  disposal  of any  Hazardous  Substance  affecting  the
Property or  Improvements  has occurred or is  threatened,  or if Mortgagee  has
reason to believe that a violation of an  Environmental  Law has occurred or may
occur with  respect to the  Property  or  Improvements,  Mortgagee  may  require
Mortgagor  to  obtain  or  may  itself  obtain,  at  Mortgagor3s   expense,   an
environmental  assessment  of  such  condition  or  threatened  condition  by  a
qualified  environmental   consultant.   Mortgagor  shall  promptly  provide  to
Mortgagee a complete copy of any environmental assessment obtained by Mortgagor.

            (8)  In  the  event  that  any   investigation,   site   monitoring,
containment,  cleanup, removal,  restoration, or other remedial work of any kind
or nature (the "Remedial  Work") is required under any applicable  Environmental
Law, any judicial order, or by any governmental  agency or person because of, or
in connection with, the current or future presence,  suspected presence, release
or suspected  release of a Hazardous  Substance on,  under,  or about all or any
portion of the Property,  or the contamination  (whether  presently  existing or
occurring after the date of this Mortgage) of the buildings,  facilities,  soil,
groundwater,  surface  water,  air,  or other  elements  on or under  any  other
property  as a result  of  Hazardous  Substances  emanating  from the  Property,
Mortgagor  shall,   within  30  days  after  written  demand  by  Mortgagee  for
Mortgagor3s  performance under this provision (or such shorter period of time as
may be required  under any applicable  law,  regulation,  order,  or agreement),
commence and thereafter  diligently  prosecute to completion,  all such Remedial
Work.  All costs and expenses of such  Remedial  Work shall be paid by Mortgagor
including,  without limitation,  Mortgagee3s  reasonable attorney fees and costs
incurred in  connection  with  monitoring or review of the legal aspects of such
Remedial Work. In the event Mortgagor shall fail to timely commence, or cause to
be commenced,  such Remedial Work,  Mortgagee may, but shall not be required to,
cause such Remedial Work to be performed.  In that event, all costs and expenses
incurred  in  connection  with  the  Remedial  Work  shall  become  part  of the
Obligations  secured by this Mortgage and shall bear interest  until paid at the
rate provided in the Note.

            (9) Mortgagor  shall hold  Mortgagee,  and its directors,  officers,
employees,  agents,  successors, and assigns, harmless from, indemnify them for,
and defend them against any and all losses, damages, liens, costs, expenses, and
liabilities  directly  or  indirectly  arising  out  of or  attributable  to any
violation of any Environmental Law, any breach of Mortgagor3s warranties in this
Section 1.6, or the use, generation, manufacture,  production, storage, release,
threatened release,  discharge,  disposal,  or presence of a Hazardous Substance
on, under, or about the Property,  including without limitation the costs of any
required repair,  cleanup,  containment,  or detoxification of the Property, the
preparation and implementation of any closure, remedial or other required plans,
attorney  fees and costs  (including  but not  limited to those  incurred in any
proceeding and in any review or appeal), fees, penalties, and fines.

            (10)  Mortgagor represents and warrants to Mortgagee that:

            (a) Neither the Property nor Mortgagor is in violation of or subject
      to any existing,  pending, or threatened investigation by any governmental
      authority under any Environmental Law;

            (b)   Mortgagor has not and is not required by any Environmental
      Law to obtain any permit or license other than those it has obtained to
      construct or use the Improvements; and

            (c) To the best of Mortgagor3s knowledge, no Hazardous Substance has
      ever been  used,  generated,  manufactured,  produced,  stored,  released,
      discharged,  or disposed of on, under,  or about the Property in violation
      of any Environmental Law.

            (11) All representations,  warranties, and covenants in this Section
1.6  shall  survive  the  satisfaction  of  the  Obligations,   the  release  or
satisfaction of this Mortgage, or the foreclosure of this Mortgage by any means.

            I.7 Maintenance and Improvements.  Mortgagor shall not permit all or
any part of the Improvements to be removed,  demolished,  or materially  altered
without Mortgagee3s prior written consent; provided, however, that Mortgagor may
remove,  demolish,  or materially alter such  Improvements as become obsolete in
the usual conduct of Mortgagor3s business, if the removal or material alteration
does not materially  detract from the operation of the Mortgagor3s  business and
if all  Improvements  that are demolished or removed are promptly  replaced with
Improvements  of like value and quality.  Mortgagor shall maintain every portion
of the Property and  Improvements in good repair,  working order, and condition,
except for reasonable wear and tear, and shall at Mortgagee3s  election restore,
replace, or rebuild all or any part of the Improvements now or hereafter damaged
or destroyed by any casualty  (whether or not insured  against or  insurable) or
affected by any Condemnation (as defined in Section 2.1 below).  Mortgagor shall
not  commit,  permit,  or suffer  any  waste,  strip,  or  deterioration  of the
Mortgaged Property.

            I.8  Liens.  Mortgagor  shall  pay when due all  claims  for  labor,
materials,  or supplies that if unpaid might become a lien on all or any portion
of the Mortgaged Property.  Mortgagor shall not create,  suffer, or permit to be
created,  any mortgage,  deed of trust,  lien,  security  interest,  charge,  or
encumbrance  upon  the  Mortgaged  Property  prior  to,  on a  parity  with,  or
subordinate to the lien of this  Mortgage,  except as  specifically  provided in
Exhibit 2.

            I.9   Impositions.

            (1) Mortgagor shall pay or cause to be paid, when due and before any
fine, penalty, interest, or cost attaches, all taxes, assessments, fees, levies,
and all other  governmental and  nongovernmental  charges of every nature now or
hereafter  assessed  or  levied  against  any  part  of the  Mortgaged  Property
(including,  without limitation, levies or charges resulting from Covenants), or
on the lien or estate of Mortgagee (collectively, the "Impositions");  provided,
however, that if by law any such Imposition may be paid in installments, whether
or not interest shall accrue on the unpaid  balance,  Mortgagor may pay the same
in installments,  together with accrued  interest on the unpaid balance,  as the
same become due, before any fine, penalty, or cost attaches.

            (2)  Mortgagor  may,  at its  expense  and  after  prior  notice  to
Mortgagee,  contest by appropriate legal,  administrative,  or other proceedings
conducted  in good  faith  and with due  diligence,  the  amount,  validity,  or
application,  in whole or in part,  of any  Imposition  or lien on the Mortgaged
Property or any claim of any laborer, materialman,  supplier, or vendor or lien,
and may withhold  payment of the same pending  completion of such proceedings if
permitted by law,  provided that (a) such proceedings  shall suspend  collection
from  the  Mortgaged  Property;  (b) no part  of or  interest  in the  Mortgaged
Property  will be sold,  forfeited,  or lost if  Mortgagor  pays the  amount  or
satisfies  the  condition  being   contested,   and  Mortgagor  would  have  the
opportunity  to do so in the event of  Mortgagor3s  failure  to  prevail  in the
contest;  (c) neither Mortgagee nor Mortgagor shall, by virtue of such permitted
contest,  be  exposed  to any risk of  liability  for  which  Mortgagor  has not
furnished additional security as provided in clause (d) below; and (d) Mortgagor
shall  have  furnished  to  Mortgagee  cash,  corporate  surety  bond,  or other
additional  security  in respect  of the claim  being  contested  or the loss or
damage that may result from Mortgagor3s failure to prevail in such contest in an
amount sufficient to discharge the Imposition and all interest,  costs, attorney
fees, and other charges that may accrue in connection with the Imposition.
Mortgagor shall promptly satisfy any final judgment.

            (3) Mortgagor  shall  furnish to  Mortgagee,  promptly upon request,
satisfactory  evidence of the payment of all  Impositions.  Mortgagee  is hereby
authorized  to  request  and  receive  from  the  responsible  governmental  and
nongovernmental  personnel  written  statements  with respect to the accrual and
payment of all Impositions.

            I.10 Books and Records; Inspection of the Property.  Mortgagor shall
keep  complete  and  accurate  records and books of account  with respect to the
Mortgaged  Property and its  operation in  accordance  with  generally  accepted
accounting principles consistently applied. Mortgagor shall permit Mortgagee and
its  authorized  representatives  to enter  and  inspect  the  Property  and the
Improvements,  and to examine  and make  copies or  extracts  of the records and
books  of  account  of the  Mortgagor  with  respect  to the  Property  and  the
Improvements, all at such reasonable times as Mortgagee may choose.

            I.11 Limitations of Use.  Mortgagor shall not initiate,  join in, or
consent to any  rezoning of the  Property or any change in any Covenant or other
public or private restrictions limiting or defining the uses that may be made of
all or any part of the Property and the  Improvements  without the prior written
consent of Mortgagee.

            I.12  Insurance.

            (1) Property and Other  Insurance.  Mortgagor shall maintain for the
benefit of  Mortgagee,  during the life of this  Mortgage,  insurance  policies,
insuring the Mortgaged  Property against all insurable  hazards,  casualties and
contingencies  (including,  without  limitation,  loss of  rentals  or  business
interruption),  as Mortgagee may require (it being agreed that  Mortgagee  shall
not require any insurance not  customarily  required by other lenders in similar
loan transactions in Broward County,  Florida),  and shall pay promptly when due
any premiums on such  insurance  policies and on any renewals  thereof.  Without
limiting the generality of the  foregoing,  Mortgagor  shall maintain  insurance
policies as provided in the Credit  Agreement  among Wells Fargo Bank,  National
Association  ("WFB"),  Mortgagor,  Borrower,  Williams  and others (the  "Credit
Agreement"),  and the terms of the Credit  Agreement  relating to insurance  are
incorporated herein by this reference.
            (2)   Insurance Proceeds.  All proceeds from any insurance on the
Mortgaged Property shall be used in accordance with the provisions of Section
1.14.

            I.13  Assignments  of  Policies  upon  Foreclosure.  In the event of
foreclosure  of the  lien of this  Mortgage  or  other  transfer  of  title,  or
assignment of the Mortgaged Property in whole or in part, all right,  title, and
interest of Mortgagor in and to all policies of insurance procured under Section
1.12 shall  inure to the  benefit of and pass to the  successors  in interest of
Mortgagor  or the  purchaser  or  grantee  of all or any  part of the  Mortgaged
Property.

            I.14  Casualty/Loss Restoration.

            (1) After the occurrence of any casualty to the Property, whether or
not required to be insured against as provided in this Mortgage, Mortgagor shall
give prompt written notice of the casualty to Mortgagee, specifically describing
the  nature  and  cause  of  such  casualty  and the  extent  of the  damage  or
destruction to the Mortgaged Property. Mortgagee may make proof of loss if it is
not made promptly and to Mortgagee3s satisfaction by Mortgagor.

            (2) Subject to the rights of any  superior  mortgagee  or trust deed
beneficiary as provided in Section 6.8 below, Mortgagor assigns to Mortgagee all
insurance proceeds that Mortgagor may be entitled to receive with respect to any
casualty.  All  insurance  proceeds  shall be held by Mortgagee as collateral to
secure  performance of the Obligations  secured by this Mortgage,  provided that
Mortgagor is not in default  under this  Mortgage,  Mortgagee  shall permit such
amounts  of the  insurance  proceeds  to be  used by  Mortgagor  for  repair  or
restoration of the Improvements (subject to reasonable  disbursement  procedures
established  by  Mortgagee)  if  Mortgagor  can   demonstrate,   to  Mortgagee3s
reasonable  satisfaction,  that  subsequent to such repair or  restoration,  the
Mortgaged  Property  shall have a value not less than the value of the  property
immediately  prior to the  casualty.  Any  excess  insurance  proceeds  shall be
applied by Mortgagee toward payment of all or part of the  indebtedness  secured
by this Mortgage in such order as Mortgagee may determine.

            I.15  Actions to Protect Mortgaged Property; Reserves.

            (1) If  Mortgagor  shall fail to obtain the  insurance  required  by
Section  1.12,  make the payments  required by Section 1.9 (other than  payments
that Mortgagor is contesting in accordance with Section  1.9(2)),  or perform or
observe any of its other covenants or agreements under this Mortgage,  Mortgagee
may,  without  obligation  to do so, obtain or pay the same or take other action
that it deems appropriate to remedy such failure. All sums, including reasonable
attorney  fees,  so expended or expended to maintain  the lien or estate of this
Mortgage or its priority, or to protect or enforce any of Mortgagee3s rights, or
to recover any  indebtedness  secured by this  Mortgage,  shall be a lien on the
Mortgaged  Property,  shall be  secured by this  Mortgage,  and shall be paid by
Mortgagor upon demand,  together with interest at the rate provided in the Note.
No payment or other  action by  Mortgagee  under this  section  shall impair any
other right or remedy  available  to  Mortgagee  or  constitute  a waiver of any
default. The following notice is given pursuant to ORS 746.201:

                                     WARNING

            Unless Mortgagor  provides  Mortgagee with evidence of the insurance
      coverage  as  required  herein,   Mortgagee  may  purchase   insurance  at
      Mortgagor3s expense to protect Mortgagee3s  interest.  This insurance may,
      but need not, also protect Mortgagor3s interest. If the collateral becomes
      damaged,  the coverage Mortgagee purchases may not pay any claim Mortgagor
      makes or any claim made against Mortgagor. Mortgagor may later cancel this
      coverage by  providing  evidence  that  Mortgagor  has  obtained  property
      coverage elsewhere.

            Mortgagor is responsible for the cost of any insurance  purchased by
      Mortgagee.  The cost of this  insurance  may be added to the  indebtedness
      secured hereby.  If the cost is added to the indebtedness  secured hereby,
      the interest rate on the  indebtedness  secured  hereby will apply to this
      added amount.  The  effective  date of coverage may be the date your prior
      coverage lapsed or the date you failed to provide proof of coverage.

            The coverage Mortgagee  purchases may be considerably more expensive
      than insurance Mortgagor can obtain on Mortgagor3s own and may not satisfy
      any need for property damage coverage or any mandatory liability insurance
      requirements imposed by applicable law.

            (2) If Mortgagor  fails to promptly  perform any of its  obligations
under  Section 1.9 or 1.12 of this  Mortgage,  Mortgagee  may require  Mortgagor
thereafter  to pay and  maintain  with  Mortgagee  reserves  for payment of such
obligations.  In that event,  Mortgagor  shall pay to Mortgagee each month a sum
estimated by Mortgagee to be sufficient to produce, at least 20 days before due,
an amount equal to the Impositions  and/or  insurance  premiums.  If the sums so
paid are  insufficient to satisfy any Imposition or insurance  premium when due,
Mortgagor shall pay any deficiency to Mortgagee upon demand. The reserves may be
commingled with Mortgagee3s  other funds, and Mortgagee shall not be required to
pay interest to Mortgagor on such reserves. Mortgagee shall not hold the reserve
in trust for  Mortgagor,  and Mortgagee  shall not be the agent of Mortgagor for
payment of the taxes and assessments required to be paid by Mortgagor.

            I.16  Estoppel   Certificates.   Mortgagor,   within  five  days  of
Mortgagee3s  request,   shall  furnish  Mortgagee  a  written  statement,   duly
acknowledged,  of the amount of the  Obligations  secured by this  Mortgage  and
whether any offsets or defenses  exist  against such  Obligations.  If Mortgagor
shall fail to furnish such a statement within the time allowed,  Mortgagee shall
be  authorized,  as  Mortgagor3s  attorney-in-fact,  to execute and deliver such
statement. Upon request, Mortgagor shall also use its best efforts to obtain and
deliver  to  Mortgagee  a written  certificate  from  each  lessee of all or any
portion of the Property that its lease is in effect,  that there are no defaults
by the lessor  under the  lease,  and that rent is not paid more than 30 days in
advance.

            1.17  Title  Insurance.  Prior  to  or  contemporaneously  with  the
execution  of this  Mortgage,  Mortgagor  will provide  Mortgagee a  mortgagee's
policy of title  insurance  (extended  coverage)  in the  amount of  $2,100,000,
issued  by an  insurer  reasonably  satisfactory  to  Mortgagee  and  in a  form
reasonably  satisfactory  to  Mortgagee,  insuring  the validity and priority of
Mortgagee's  lien  against  the  Mortgaged  Property  arising  by virtue of this
Mortgage,  subject  only to  standard  preprinted  exceptions  and  the  matters
identified  in  Exhibit 2 to this  Mortgage.  Mortgagor  shall pay for the title
insurance policy described in the preceding sentence.

                                   ARTICLE II
                                  Condemnation

            II.1  Condemnation

            (1) Should any part of or  interest  in the  Mortgaged  Property  be
taken  or  damaged  by  reason  of  any  public  improvement,   eminent  domain,
condemnation proceeding, or in any similar manner (a "Condemnation"),  or should
Mortgagor  receive  any  notice  or other  information  regarding  such  action,
Mortgagor shall give immediate notice of such action to Mortgagee.

            (2) Subject to the rights of any  superior  mortgagee  or trust deed
beneficiary as provided in Section 6.8 below, Mortgagee shall be entitled to all
compensation,  awards, and other payments or relief ("Condemnation Proceeds") up
to the full amount of the Obligations,  and shall be entitled, at its option, to
commence,  appear in, and  prosecute any  Condemnation  proceeding in its own or
Mortgagor3s  name and make any compromise or settlement in connection  with such
Condemnation.  In the event the  Mortgaged  Property is taken in its entirety by
condemnation, all Obligations secured by this Mortgage, at Mortgagee3s election,
shall become immediately due and collectible.

            (3)  Mortgagee  may,  at its sole  option,  apply  the  Condemnation
Proceeds to the  reduction of the  Obligations  in such order as  Mortgagee  may
determine,  or apply all or any portion of the Condemnation Proceeds to the cost
of restoring and improving the remaining Mortgaged  Property.  In the event that
Mortgagee  elects  to  apply  the  Condemnation   Proceeds  to  restoration  and
improvement,  the proceeds shall be held by Mortgagee and shall be released only
upon  such  terms  and  conditions  as  Mortgagee  shall  require  in  its  sole
discretion,  including but not limited to prior approval of plans and release of
liens.  No  Condemnation  Proceeds  shall be released if Mortgagor is in default
under this Mortgage.

                                   ARTICLE III
               Assignment of Leases, Rents, Issues, and Profits

            III.1  Assignment.  Mortgagor assigns and transfers to Mortgagee (1)
all leases, subleases, licenses, rental contracts, and other agreements, whether
now existing or hereafter  arising,  and relating to the occupancy or use of all
or  any  portion  of  the  Mortgaged  Property,   including  all  modifications,
extensions,  and renewals thereof (the "Leases"),  and (2) all rents,  revenues,
issues,  profits,  income,  proceeds,  and benefits  derived from the  Mortgaged
Property  and the  lease,  rental,  or license  of all or any  portion  thereof,
including  but not limited to lease and  security  deposits  (collectively,  the
"Rents").  This  assignment  is intended by Mortgagor  and Mortgagee to create a
present and unconditional  assignment to Mortgagee,  subject only to the license
set forth in Section 3.4 below.

            III.2 Rights of Mortgagee.  Subject to the provisions of Section 3.4
below giving Mortgagor a revocable,  limited  license,  Mortgagee shall have the
right, power, and authority to:

            (1)  Notify  any and all  tenants,  renters,  licensees,  and  other
obligors  under any of the Leases that the same have been  assigned to Mortgagee
and  that  all  Rents  are to be paid  directly  to  Mortgagee,  whether  or not
Mortgagee shall have foreclosed or commenced foreclosure proceedings against the
Mortgaged  Property,  and whether or not Mortgagee  has taken  possession of the
Mortgaged Property;

            (2) Discount,  settle,  compromise,  release, or extend the time for
payment of, any amounts owing under any of the Leases and any Rents, in whole or
in part, on terms acceptable to Mortgagee;

            (3) Collect and enforce  payment of Rents and all  provisions of the
Leases,  and to prosecute any action or proceeding,  in the name of Mortgagor or
Mortgagee, with respect to any and all Leases and Rents; and

            (4)  Exercise any and all other rights and remedies of the lessor in
connection with any of the Leases and Rents.

            III.3  Application  of  Receipts.  Mortgagee  shall  have the right,
power, and authority to use and apply any Rents received under this Mortgage (1)
for the payment of any and all costs and expenses  incurred in  connection  with
enforcing or defending the terms of this  assignment or the rights of Mortgagee,
and in collecting  any Rents;  and (2) for the operation and  maintenance of the
Mortgaged  Property  and the  payment of all costs and  expenses  in  connection
therewith,  including  but not  limited  to the  payment  of  utilities,  taxes,
assessments,  governmental charges, and insurance. After the payment of all such
costs and expenses,  and after  Mortgagee  shall have set up such reserves as it
shall deem  necessary in its sole  discretion  for the proper  management of the
Mortgaged  Property,  Mortgagee  shall apply all remaining  Rents  collected and
received by it to the  reduction of the  Obligations  in such order as Mortgagee
shall  determine.  The  exercise or failure by  Mortgagee to exercise any of the
rights or powers  granted in this  assignment  shall not  constitute a waiver of
default by Mortgagor  under this  Mortgage,  the Note,  or any of the other Loan
Documents.

            III.4  License.  Mortgagee  hereby  grants to  Mortgagor a revocable
license  to  collect  and  receive  the Rents.  Such  license  may be revoked by
Mortgagee,  without  notice to  Mortgagor,  upon the  occurrence of any event of
default under this Mortgage, including any default by Mortgagor of its covenants
in this Article III. Unless and until such license is revoked,  Mortgagor agrees
to apply the  proceeds  of Rents to the  payment of the  Obligations  and to the
payment of taxes,  assessments,  governmental charges,  insurance premiums,  and
other  obligations  in  connection  with  the  Mortgaged  Property,  and  to the
maintenance of the Mortgaged Property,  before using such proceeds for any other
purpose.  Mortgagor  agrees to (1)  observe  and  perform  every  obligation  of
Mortgagor under the Leases; (2) enforce or secure at its expense the performance
of every  obligation  to be  performed  by any lessee or other  party  under the
Leases;  (3) promptly give notice to Mortgagee of any default by any such lessee
or other party under any of the Leases, and promptly provide Mortgagee a copy of
any notice of default  given to any such lessee or other party;  (4) not collect
any Rents more than 30 days in  advance  of the time when the same shall  become
due, or anticipate  any other  payments  under the Leases,  except for bona fide
security  deposits not in excess of an amount equal to two months3 rent; (5) not
further  assign or  hypothecate  any of the  Leases or Rents;  (6)  except  with
Mortgagee3s prior written consent,  not waive,  release,  or in any other manner
discharge any lessee or other party from any of its obligations under any of the
Leases;  (7) except with Mortgagee3s prior written consent,  not modify or amend
any of the Leases;  (8) except  with  Mortgagee3s  prior  written  consent,  not
cancel,  terminate,  or accept  surrender of any of the Leases unless  Mortgagor
shall have entered into a Lease for the space to be vacated on terms at least as
favorable  to  Mortgagor,  commencing  within 30 days after  such  cancellation,
termination,  or surrender;  (9) obtain Mortgagee3s prior written approval as to
the form and content of all future leases and any  modifications  of any present
or future  leases;  (10)  deliver  copies of all  present  and future  leases to
Mortgagee promptly;  and (11) appear in and defend, at Mortgagor3s sole cost and
expense,  any action or  proceeding  arising  out of or in  connection  with the
Leases or the Rents.

            III.5  Limitation of Mortgagee3s  Obligations.  Notwithstanding  the
assignment provided for in this Article III, Mortgagee shall not be obligated to
perform or discharge,  and Mortgagee does not undertake to perform or discharge,
any  obligation  or  liability  with  respect to the  Leases or the Rents.  This
assignment  shall not operate to place  responsibility  for the  control,  care,
maintenance,  or repair of the  Mortgaged  Property upon  Mortgagee,  or to make
Mortgagee  responsible  for any  condition of the Property.  Mortgagee  shall be
accountable  to Mortgagor  only for the sums actually  collected and received by
Mortgagee  pursuant to this  assignment.  Mortgagor  shall hold Mortgagee  fully
harmless from, indemnify Mortgagee for, and defend Mortgagee against any and all
claims, demands, liabilities,  losses, damages, and expenses, including attorney
fees, arising out of any of the Leases,  with respect to any of the Rents, or in
connection with any claim that may be asserted  against  Mortgagee on account of
this assignment or any obligation or undertaking alleged to arise therefrom.

            III.6 Termination.  The assignment  provided for in this Article III
shall  continue  in full force and effect  until all the  Obligations  have been
fully paid and satisfied.  At such time,  this  assignment and the authority and
powers herein granted by Mortgagor to Mortgagee shall cease and terminate.

            III.7   Attorney-in-Fact.   Mortgagor  irrevocably  constitutes  and
appoints  Mortgagee,  and  each  of its  officers,  as  its  true  and  lawfully
attorney-in-fact,  with power of substitution,  to undertake and execute any and
all of the rights,  powers,  and authorities  described in this Article III with
the same  force and effect as if  undertaken  or  performed  by  Mortgagor,  and
Mortgagor  ratifies  and  confirms any and all such actions that may be taken or
omitted to be taken by Mortgagee, its employees, agents, and attorneys.

                                   ARTICLE IV
                      Security Agreement and Fixture Filing

            4.1 Security Agreement. To secure the Obligations,  Mortgagor grants
to Mortgagee a security interest in the following: (1) the Mortgaged Property to
the extent the same is not  encumbered  by this  Mortgage as a real estate lien;
(2) all personal  property that is used or will be used in the  construction  of
any Improvements on the Mortgaged  Property;  (3) all personal  property that is
now or will hereafter be placed on or in the Mortgaged Property or Improvements;
(4) all personal  property that is derived from or used in  connection  with the
use, occupancy, or enjoyment of the Mortgaged Property; (5) all property defined
in the Uniform  Commercial Code as adopted in the state of Oregon,  as accounts,
equipment,  fixtures,  and general intangibles,  to the extent the same are used
at, or arise in connection with the ownership, maintenance, or operation of, the
Mortgaged Property; (6) all causes of action, claims, security deposits, advance
rental  payments,  utility  deposits,  refunds of fees or  deposits  paid to any
governmental  authority,  refunds of taxes,  and refunds of  insurance  premiums
relating to the Mortgaged Property;  and (7) all present and future attachments,
accessions, amendments, replacements, additions, products, and proceeds of every
nature of the foregoing. This Mortgage shall constitute a security agreement and
"fixture  filing" under the Uniform  Commercial Code of the states of Oregon and
Florida.  The mailing  address of Mortgagor  and the address of  Mortgagee  from
which information may be obtained are set forth in the introductory paragraph of
this Mortgage.

                                    ARTICLE V
                           Events of Default; Remedies

            V.1 Events of Default.  Each of the  following  shall  constitute an
event of default under this Mortgage and under each of the other Loan Documents:

            (1)   Nonpayment.  Failure of Mortgagor (or Borrower, as
applicable) to pay any of the Obligations on or before the due date thereof.

            (2)   Breach of Other Covenants.  Failure of Mortgagor or
Borrower to perform or abide by any other covenant included in the Loan
Documents.

            (3) Misinformation. Falsity when made in any material respect of any
representation,  warranty, or information  furnished by Mortgagor,  Borrower, or
their agents to Mortgagee in or in connection with any of the Obligations.

            (4)   Other Default.  The occurrence of any other event of
default under the Note or any of the other Loan Documents.

            (5) Other  Indebtedness.  Mortgagor3s  default beyond the applicable
grace periods in the payment of any other  indebtedness owed by Mortgagor to any
person,  if such  indebtedness is secured by all or any portion of the Mortgaged
Property.

            (6) Bankruptcy.  The occurrence of any of the following with respect
to Mortgagor,  Borrower, any guarantor of the Obligations,  or the then-owner of
the Mortgaged Property:  (a) appointment of a receiver,  liquidator,  or trustee
for any such party or any of its properties;  (b)  adjudication as a bankrupt or
insolvent;  (c) filing of any  petition  by or against  any such party under any
state or federal bankruptcy,  reorganization,  moratorium or insolvency law; (d)
institution of any proceeding for dissolution or  liquidation;  (e) inability to
pay debts when due; (f) any general assignment for the benefit of creditors;  or
(g) abandonment of the Mortgaged Property.

            (7)  Transfer;  Due-on-Sale;  Due-on-Encumbrance.  Any  sale,  gift,
conveyance, contract for conveyance, transfer, assignment,  encumbrance, pledge,
or grant of a security interest in all or any part of the Mortgaged Property, or
any interest therein, either voluntarily,  involuntarily, or by the operation of
law (a "Transfer"),  without Mortgagee3s prior written consent, shall constitute
an event of default. For the purpose of clarification,  and without limiting the
generality of the foregoing, the occurrence at any time of any sale, conveyance,
assignment,  or other  transfer  of,  or the  grant of a pledge  of or  security
interest in, any shares of the capital stock of Mortgagor  shall be deemed to be
a Transfer in violation of this paragraph. The provisions of this subsection (7)
shall apply to each and every  Transfer,  regardless of whether or not Mortgagee
has  consented or waived its rights in  connection  with any previous  Transfer.
Mortgagee may attach such conditions to its consent under this subsection (7) as
Mortgagee may determine in its sole discretion,  including without limitation an
increase in the interest rate or the payment of transfer or assumption fees, and
the payment of administrative and legal fees and costs incurred by Mortgagee.

            (8)   Certain Taxes.  For purposes of this subsection (8), State
Tax shall mean:

            (a) A specific tax on mortgages,  secured indebtedness,  or any part
      of the Obligations secured by this Mortgage.

            (b) A  specific  tax on  the  mortgagor  of  property  subject  to a
      mortgage  that the  taxpayer  is  authorized  or  required  to deduct from
      payments on the mortgage.

            (c) A tax on property  chargeable against Mortgagee under a mortgage
      or holder of the note secured by the mortgage.

            (d) A  specific  tax (other  than an income tax or a gross  receipts
      tax) on all or any portion of the  Obligations or on payments of principal
      and interest made by Mortgagor.

            If any  State  Tax is  enacted  after  the  date  of  this  Mortgage
applicable  to this  Mortgage,  enactment of the State Tax shall  constitute  an
event of default, unless the following conditions are met:

            (a)   Mortgagor may lawfully pay the tax or charge imposed by the
      State Tax without causing any resulting economic disadvantage or
      increase of tax to Mortgagee, and

            (b)  Mortgagor  pays or agrees in  writing  to pay the tax or charge
      within 30 days after  notice  from  Mortgagee  that the State Tax has been
      enacted.

            V.2 Remedies in Case of Default. If an Event of Default shall occur,
Mortgagee may exercise any one or more of the following rights and remedies,  in
addition to any other  remedies  that may be  available  by law,  in equity,  or
otherwise:

            (1)   Acceleration.  Mortgagee may declare all or any portion of
the Obligations immediately due and payable in accordance with the provisions
of the Note.

            (2)  Receiver.  Mortgagee  may  have a  receiver  appointed  for the
Mortgaged Property. Mortgagee shall be entitled to the appointment of a receiver
as a matter of right whether or not the value of the Mortgaged  Property exceeds
the amount of the indebtedness secured by this Mortgage. Employment by Mortgagee
shall not  disqualify a person from serving as receiver.  Mortgagor  consents to
the  appointment  of a  receiver  at  Mortgagee3s  option and waives any and all
defenses to such an appointment.

            (3)  Possession.  Mortgagee  may,  either  through a receiver  or as
lender-in-possession,  enter  and  take  possession  of all or any  part  of the
Mortgaged  Property and use, operate,  manage, and control it as Mortgagee shall
deem appropriate in its sole discretion. Upon request after an Event of Default,
Mortgagor shall  peacefully  relinquish  possession and control of the Mortgaged
Property to Mortgagee or any receiver appointed under this Mortgage.

            (4) Rents.  Mortgagee  may revoke  Mortgagor3s  right to collect the
Rents, and may, either itself or through a receiver, collect the same. Mortgagee
shall not be  deemed to be in  possession  of the  Property  solely by reason of
exercise of the rights  contained in this subsection (4). If Rents are collected
by Mortgagee under this subsection (4),  Mortgagor hereby  irrevocably  appoints
Mortgagee  as  Mortgagor3s  attorney-in-fact,  with  power of  substitution,  to
endorse instruments  received in payment thereof in the name of Mortgagor and to
negotiate  such  instruments  and collect their  proceeds.  After payment of all
Obligations,  any  remaining  amounts  shall be paid to Mortgagor and this power
shall terminate.

            (5)  Foreclosure.  Mortgagee may judicially  foreclose this Mortgage
and obtain a judgment foreclosing Mortgagor3s interest in all or any part of the
Property and giving Mortgagee the right to collect any deficiency  remaining due
after disposition of the Mortgaged Property.

            (6) Fixtures and Personal Property. With respect to any Improvements
and  other  personal  property  subject  to a  security  interest  in  favor  of
Mortgagee,  Mortgagee  may  exercise any and all of the rights and remedies of a
secured party under the Uniform Commercial Code.

            (7)   Abandonment.  Mortgagee may abandon all or any portion of
the Mortgaged Property by written notice to Mortgagor.

            V.3  Sale.  In any sale  under  this  Mortgage  or  pursuant  to any
judgment, the Mortgaged Property, to the extent permitted by law, may be sold as
an entirety or in one or more parcels and in such order as Mortgagee  may elect,
without regard to the right of Mortgagor,  any person claiming under  Mortgagor,
or any guarantor or surety to the  marshalling  of assets.  The purchaser at any
such sale shall  take title to the  Mortgaged  Property  or the part  thereof so
sold,  free and clear of the estate of  Mortgagor,  the  purchaser  being hereby
discharged  from all liability to see to the  application of the purchase money.
Any person,  including  Mortgagee,  its officers,  agents,  and  employees,  may
purchase at any such sale.  Mortgagee  and each of its officers are  irrevocably
appointed Mortgagor3s attorney-in-fact,  with power of substitution, to make all
appropriate  transfers and deliveries of the Mortgaged  Property or any portions
thereof so sold and, for that  purpose,  Mortgagee  and its officers may execute
all appropriate  instruments of transfer.  Nevertheless,  Mortgagor shall ratify
and confirm,  or cause to be ratified and  confirmed,  any such sale or sales by
executing  and  delivering,  or by  causing to be  executed  and  delivered,  to
Mortgagee or to such  purchaser or  purchasers  all such  instruments  as may be
advisable, in the judgment of Mortgagee, for such purpose.

            V.4  Cumulative  Remedies.  All  remedies  under this  Mortgage  are
cumulative  and not  exclusive.  Any  election  to pursue one  remedy  shall not
preclude  the  exercise of any other  remedy.  An election by  Mortgagee to cure
under Section 1.15 of this Mortgage shall not constitute a waiver of the default
or of any of the  remedies  provided in this  Mortgage.  No delay or omission in
exercising  any right or remedy  shall  impair the full  exercise of that or any
other right or remedy or constitute a waiver of the default.

            V.5  Receiver.  Upon  taking  possession  of all or any  part of the
Mortgaged Property, Mortgagee or a receiver may:

            (1) Management.  Use, operate, manage, control, and conduct business
with the Mortgaged Property and make expenditures for such purposes and for such
maintenance and improvements as are deemed reasonably necessary.

            (2) Rents and Revenues. Collect all rents, revenues, income, issues,
and profits from the  Mortgaged  Property and apply such sums to the  reasonable
expenses of use, operation, management, maintenance, and improvements.

            (3)  Construction.  At its  option,  complete  any  construction  in
progress on the Property, and in that connection pay bills, borrow funds, employ
contractors,  and  make any  changes  in plans  and  specifications  as it deems
appropriate.

            (4)  Additional  Indebtedness.  If  the  revenues  produced  by  the
Mortgaged  Property are insufficient to pay expenses,  Mortgagee or the receiver
may borrow or advance such sums upon such terms as it deems reasonably necessary
for the  purposes  stated in this  section.  All advances  shall bear  interest,
unless otherwise  provided,  at the rate set forth in the Note, and repayment of
such sums shall be secured by this Mortgage.

            V.6 Application of Proceeds. All proceeds realized from the exercise
of the rights and remedies under this Section 5 shall be applied as follows:

            (1) Costs and Expenses.  To pay all costs of exercising  such rights
and remedies,  including the costs of  maintaining  and preserving the Mortgaged
Property,  the costs and expenses of any receiver or  lender-in-possession,  the
costs of any sale, and the costs and expenses provided for in Section 6.5 below.

            (2)   Indebtedness.  To pay all Obligations, in such order as
Mortgagee shall determine in its sole discretion.

            (3) Surplus.  The surplus,  if any,  remaining after satisfaction of
all the  Obligations  shall be paid to the  clerk of the  court in the case of a
judicial  foreclosure  proceeding,  otherwise  to the person or persons  legally
entitled to the surplus.

            V.7 Deficiency.  No sale or other  disposition of all or any part of
the  Mortgaged  Property  pursuant to this  Section 5 shall be deemed to relieve
Mortgagor of any of the Obligations,  except to the extent that the proceeds are
applied  to the  payment  of such  Obligations.  If the  proceeds  of a sale,  a
collection,  or  other  realization  of  or  upon  the  Mortgaged  Property  are
insufficient to cover the costs and expenses of such realization and the payment
in full of the Obligations,  Mortgagor shall remain liable for any deficiency to
the fullest extent permitted by law.

            V.8 Waiver of Stay,  Extension,  Moratorium,  and Valuation Laws. To
the  fullest  extent  permitted  by law,  Mortgagor  waives  the  benefit of any
existing or future stay, extension, or moratorium law that may affect observance
or performance of the provisions of this Mortgage and any existing or future law
providing for the valuation or appraisal of the Mortgaged  Property prior to any
sale.

                                   ARTICLE VI
                               General Provisions

            VI.1 Time is of the Essence.  Time is of the essence with respect to
all covenants and obligations of Mortgagor under this Mortgage.

            VI.2 Notice.  Except as  otherwise  provided in this  Mortgage,  all
notices  pertaining to this Mortgage shall be in writing and may be delivered by
hand, or mailed by first class,  registered,  or certified mail,  return-receipt
requested,  postage  prepaid,  and  addressed  to the  appropriate  party at its
address  set forth at the  outset of this  Mortgage.  Any party may  change  its
address  for such  notices  from time to time by  notice  to the other  parties.
Notices given by mail in accordance  with this paragraph shall be deemed to have
been given upon the date of  mailing;  notices  given by hand shall be deemed to
have been given when actually received.

            VI.3 Mortgage Binding on Successors and Assigns. This Mortgage shall
be  binding  upon and inure to the  benefit  of the  successors  and  assigns of
Mortgagor and Mortgagee. If the Trust Estate or any portion thereof shall at any
time be vested in any person  other  than  Mortgagor,  Mortgagee  shall have the
right to deal  with  such  successor  regarding  this  Mortgage,  the  Mortgaged
Property,  and the Obligations in such manner as Mortgagee deems  appropriate in
its sole  discretion,  without  notice to or approval by  Mortgagor  and without
impairing Mortgagor3s liability for the Obligations.

            VI.4 Indemnity.  Mortgagor shall hold Mortgagee,  and its directors,
officers, employees, agents, and attorneys, harmless from and indemnify them for
any and all claims, demands, damages,  liabilities,  and expenses, including but
not limited to attorney  fees and court costs,  arising out of or in  connection
with  Mortgagee3s  interest under this Mortgage,  except  Mortgagor shall not be
liable for acts performed by Mortgagee in violation of applicable law.

            VI.5  Expenses and  Attorney  Fees.  If Mortgagee  refers any of the
Obligations  to an attorney for  collection  or seeks legal  advice  following a
default;  if Mortgagee is the prevailing  party in any litigation  instituted in
connection  with any of the  Obligations;  or if  Mortgagee  or any other person
initiates any judicial or nonjudicial action,  suit, or proceeding in connection
with any of the Obligations or the Mortgaged Property (including but not limited
to proceedings  under federal  bankruptcy  law,  eminent  domain,  under probate
proceedings,  or in  connection  with any state or  federal  tax  lien),  and an
attorney is employed by  Mortgagee to (1) appear in any such  action,  suit,  or
proceeding,  or (2)  reclaim,  seek relief from a judicial  or  statutory  stay,
sequester, protect, preserve, or enforce Mortgagee3s interests, then in any such
event Mortgagor shall pay reasonable attorney fees, costs, and expenses incurred
by Mortgagee or its attorney in connection  with the  above-mentioned  events or
any appeals related to such events,  including but not limited to costs incurred
in searching  records,  the cost of title  reports,  and the cost of  surveyors3
reports.  Such amounts  shall be secured by this  Mortgage and, if not paid upon
demand, shall bear interest at the rate specified in the Note.

            VI.6 Applicable Law. The Mortgage and the validity,  interpretation,
performance,  and  enforcement  of the Mortgage shall be governed by the laws of
the state of Florida.

            VI.7  Captions.  The captions to the sections and paragraphs of this
Mortgage are included only for the convenience of the parties and shall not have
the effect of defining,  diminishing,  or enlarging the rights of the parties or
affecting the construction or interpretation of any portion of this Mortgage.

            VI.8 Rights of Prior Mortgagee. In the event that all or any portion
of the  Mortgaged  Property  is  subject to a  superior  mortgage  or trust deed
specifically  permitted under Exhibit 2, the rights of Mortgagee with respect to
insurance  and  condemnation  proceeds as provided in Sections 1.14 and 2.1, and
all other rights granted under this Mortgage that have also been granted to such
a superior  mortgagee or trust deed beneficiary,  shall be subject to the rights
of the superior mortgagee or trust deed beneficiary. Mortgagor hereby authorizes
all  such  superior  mortgagees  and  beneficiaries,   on  satisfaction  of  the
indebtedness  secured by their  mortgage  or trust  deed to remit all  remaining
insurance or Condemnation  proceeds and all other sums held by them to Mortgagee
to be applied in accordance with this Mortgage.

            VI.9 "Person" Defined.  As used in this Mortgage,  the word "person"
shall  mean  any  natural  person,  partnership,  trust,  corporation,   limited
liability company, or other legal entity of any nature.

            VI.10 Severability.  If any provision of this Mortgage shall be held
to be invalid,  illegal,  or  unenforceable,  such  invalidity,  illegality,  or
unenforceability  shall not affect any other  provisions of this  Mortgage,  and
such  other  provisions  shall  be  construed  as if the  invalid,  illegal,  or
unenforceable provision had never been contained in the Mortgage.

            VI.11 Entire Agreement.  This Mortgage contains the entire agreement
of the parties  with  respect to the  Mortgaged  Property.  No prior  agreement,
statement,  or promise made by any party to this  Mortgage that is not contained
herein shall be binding or valid.

            VI.12 Commercial Property. Mortgagor covenants and warrants that the
Property and  Improvements  are used by Mortgagor  exclusively  for business and
commercial purposes. Mortgagor also covenants and warrants that the Property and
Improvements  are not now, and at no time in the future will be, occupied as the
principal  residence of Mortgagor,  Mortgagor3s  spouse, or Mortgagor3s minor or
dependent child.

            VI.13 Standard for Discretion.  In the event this Mortgage is silent
on  the  standard  for  any  consent,   approval,   determination,   or  similar
discretionary  action,  the standard shall be sole and unfettered  discretion as
opposed to any standard of good faith, fairness, or reasonableness.



<PAGE>



            VI.14 Interpretation. In the event of any conflict between the terms
of this  Mortgage  and the  terms of the  Intercreditor  Agreement  of even date
herewith among Mortgagee,  WFB, Mortgagor,  Borrower,  Williams, and others (the
"Intercreditor  Agreement"),  the  terms of the  Intercreditor  Agreement  shall
control.


            VI.15 ORS 93.040 Warning.  THIS INSTRUMENT WILL NOT ALLOW USE OF THE
PROPERTY  DESCRIBED IN THIS  INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS
AND  REGULATIONS.  BEFORE  SIGNING  OR  ACCEPTING  THIS  INSTRUMENT,  THE PERSON
ACQUIRING FEE TITLE TO THE PROPERTY  SHOULD CHECK WITH THE  APPROPRIATE  CITY OR
COUNTY  PLANNING  DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS
ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930.

            IN WITNESS WHEREOF, Mortgagor has executed this Mortgage, Assignment
of Rents, Security Agreement, and Fixture Filing, effective as of the date first
set forth above.

SIGNED IN THE PRESENCE OF:                APTEK WILLIAMS, INC., a Delaware
                                          corporation

      (Signature)                         By:
                                                 Thomas W. Itin
      (Printed Name)                             President and Chief
Executive Officer


      (Signature)

      (Printed Name)

STATE OF
COUNTY OF

            The  foregoing  instrument  was  acknowledged  before me this day of
July, 1997, by Thomas W. Itin, as President and Chief Executive Officer of APTEK
WILLIAMS,  INC., a Delaware  corporation,  on behalf of the corporation,  who is
personally known to me (or has produced a
                            (state) driver3s license
no.                                   as identification).

My Commission Expires:
                                    Notary Public (Signature)
(AFFIX NOTARY SEAL)
                                          (Printed Name)

                                          (Title or Rank)

                                          (Serial Number, if any)

<PAGE>







T                                  -25-



T#540373.4
This Instrument Prepared By and Return To:
      Edgel C. Lester, Jr., Esquire
      Carlton, Fields, Ward, Emmanuel,
            Smith & Cutler, P.A.
      Post Office Box 3239
      Tampa, Florida  33601

THIS MORTGAGE SECURES THREE  PROMISSORY NOTES IN THE AGGREGATE  PRINCIPAL AMOUNT
OF  $8,088,000.00  WHICH HAVE BEEN EXECUTED AND  DELIVERED  OUTSIDE THE STATE OF
FLORIDA. FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $15,505.00 AND FLORIDA
INTANGIBLE  PERSONAL  PROPERTY  TAXES IN THE AMOUNT OF $1,227.43  ARE BEING PAID
UPON RECORDATION HEREOF. SUCH AMOUNTS ARE BASED UPON A TAX BASE IN THE AMOUNT OF
$4,430,000.00  FOR  DOCUMENTARY  STAMP  TAXES  AND  $613,713.81  FOR  INTANGIBLE
PERSONAL  PROPERTY  TAXES,  WHICH TAX BASES WERE  CALCULATED IN ACCORDANCE  WITH
SCHEDULE B ANNEXED HERETO AND MADE A PART HEREOF.

                         MORTGAGE AND SECURITY AGREEMENT


      THIS  MORTGAGE  AND  SECURITY  AGREEMENT  (this  "Mortgage")  is made  and
delivered this ____ day of July, 1997, between APTEK WILLIAMS,  INC., a Delaware
corporation,  having a mailing address of and principal place of business at 700
N.W. 12th Avenue,  Deerfield Beach,  Florida 33442 ("Mortgagor") and WELLS FARGO
BANK,  NATIONAL  ASSOCIATION,  having a  mailing  address  of 245 S. Los  Robles
Avenue, Suite 600, Pasadena, California 91101 ("Mortgagee").


                              W I T N E S S E T H:

      WHEREAS,  Mortgagor is indebted to Mortgagee in the principal sum of Eight
Million Eight-Eight  Thousand and No/100 Dollars  ($8,088,000.00)  together with
interest  thereon,  as evidenced by that certain Term Loan I Promissory  Note in
the principal amount of $4,430,000.00, that certain Term Loan II Promissory Note
in  the  principal  amount  of  $1,000,000.00,  and  that  certain  Real  Estate
Promissory  Note  in the  principal  amount  of  $2,658,000.00,  each  from  the
borrowers   named  on  Schedule  A  annexed   hereto  and  made  a  part  hereof
(collectively, "Borrowers"), dated on or about the date hereof, (such promissory
notes, together with any and all renewals,  extensions and modifications thereof
being hereinafter  collectively  called the "Note"),  which Note by reference is
made a part  hereof to the same  extent as though set out in full  herein.  Such
indebtedness is described in that certain Credit Agreement between Borrowers and
Mortgagee dated on or about the date hereof ("Credit Agreement").

      NOW, THEREFORE, to secure the payment of the indebtedness evidenced by the
Note in accordance  therewith and the performance and observance by Borrowers of
all other  covenants  and  conditions  in the Note,  in this Mortgage and in all
other instruments  securing the Note, and in all other  instruments  executed in
connection  therewith,  and in order to charge  the  properties,  interests  and
rights hereinafter described with such payment,  performance and observance, and
for and in  consideration  of the sum of One and No/100  Dollar  ($1.00) paid by
Mortgagee to Mortgagor  this date,  and for other  valuable  consideration,  the
receipt  of  which  is  acknowledged,  Mortgagor  does  hereby  grant,  bargain,
alienate,  remise, release,  convey, assign,  transfer,  mortgage,  hypothecate,
pledge,  deliver,  set over, warrant and confirm unto Mortgagee,  its successors
and assigns forever:

                             THE MORTGAGED PROPERTY


<PAGE>





      (A) THE LAND:  All the land  located  in the County of  Broward,  State of
Florida, described in Exhibit A attached hereto and incorporated herein and made
a  part  hereof  ("Land"),  together  with  all  mineral,  oil  and  gas  rights
appurtenant  to said Land,  and all  shrubbery,  trees and crops now  growing or
hereafter grown upon said Land.

      (B) THE IMPROVEMENTS AND FIXTURES:  (i) All the buildings,  structures and
improvements of every nature whatsoever now or hereafter  situated on said Land,
and (ii) all fixtures now or hereafter  owned by Mortgagor and located in or on,
or attached to, and used or intended to be used in  connection  with or with the
operation  of, said Land,  buildings,  structures or other  improvements,  or in
connection  with any  construction  being  conducted  or which may be  conducted
thereon, and owned by Mortgagor,  and all extensions,  additions,  improvements,
betterments,  renewals,  substitutions and replacements to any of the foregoing,
and all of the  right,  title  and  interest  of  Mortgagor  in and to any  said
fixtures,  which, to the fullest extent  permitted by law, shall be conclusively
deemed fixtures and a part of the real property  encumbered hereby  (hereinafter
called the "Improvements").

      (C) EASEMENTS: All easements, rights-of-way, gores of land, streets, ways,
alleys,  passages, sewer rights, water courses, water rights and powers, and all
appurtenances whatsoever, in any way belonging,  relating or appertaining to any
of the mortgaged  property  described in Paragraphs (A) and (B) hereof, or which
hereafter shall in any way belong, relate or be appurtenant thereto, whether now
owned or hereafter acquired by the Mortgagor.

      (D)  TOGETHER  WITH (i) all the estate,  right,  title and interest of the
Mortgagor of, in and to all judgments, insurance proceeds, awards of damages and
settlements hereafter made resulting from condemnation proceedings or the taking
of the mortgaged property described in Paragraphs (A), (B) and (C) hereof or any
part  thereof  under the power of eminent  domain,  or for any  damage  (whether
caused by such taking or  otherwise)  to the  mortgaged  property  described  in
Paragraphs  (A),  (B) and (C)  hereof  or any  part  thereof,  or to any  rights
appurtenant  thereto, and all proceeds of any sales or other dispositions of the
mortgaged  property  described in Paragraphs (A), (B) and (C) hereof or any part
thereof;  and Mortgagee is hereby  authorized to collect and receive said awards
and proceeds and to give proper receipts and acquittances  therefor,  and (if it
so elects) to apply the same  toward the payment of the  indebtedness  and other
sums secured hereby,  notwithstanding the fact that the amount owing thereon may
not then be due and payable;  and (ii) all contract rights  (including,  without
limitation,  all rights of Mortgagor in and to any and all contracts relating to
management, maintenance and security of and for said Land and the Improvements),
general  intangibles,   actions  and  rights  in  action,   including,   without
limitation,  all rights to insurance proceeds and unearned premiums arising from
or relating to the mortgaged  property  described in Paragraphs (A), (B) and (C)
above; and (iii) all proceeds, products, replacements, additions, substitutions,
renewals and accessions of and to the mortgaged property described in Paragraphs
(A), (B) and (C).

      (E)  TOGETHER  WITH all  rents,  income,  accounts  receivable  and  other
benefits to which  Mortgagor may now or hereafter be entitled from the mortgaged
property  described in Paragraphs  (A), (B) and (C) hereof to be applied against
the  indebtedness  and  other  sums  secured  hereby;  provided,  however,  that
permission  is hereby  given to  Mortgagor,  so long as no Event of Default  (as
defined in Section 2.1 hereof) has occurred  hereunder,  to collect and use said
rents,  income,  accounts  receivable  and other benefits as they become due and
payable,  but not in advance  thereof.  Upon the occurrence of any such Event of
Default, the permission hereby given to Mortgagor to collect said rents, income,
accounts  receivable and other benefits from the mortgaged property described in
Paragraphs (A), (B) and (C) hereof shall terminate and such permission shall not
be reinstated upon a cure of such Event of Default without Mortgagee's  specific
written consent.

            The  foregoing  provisions  hereof shall  constitute an absolute and
present assignment of the rents, income,  accounts receivable and other benefits
from the  mortgaged  property  described in  Paragraphs  (A), (B) and (C) above,
subject,  however,  to the conditional  permission given to Mortgagor to collect
and  use  such  rents,  income,   accounts  receivable  and  other  benefits  as
hereinabove  provided;  and the existence or exercise of such right of Mortgagor
shall not operate to subordinate  this assignment to any subsequent  assignment,
in  whole or in part,  by  Mortgagor,  and any  such  subsequent  assignment  by
Mortgagor shall be subject to the rights of Mortgagee hereunder.

      (F) TOGETHER WITH (i) all right, title and interest of Mortgagor in and to
any and all  contracts  for sale and purchase of all or any part of the property
described in Paragraphs (A), (B) and (C) hereof, and any down payments,  earnest
money deposits or other sums paid or deposited in connection therewith; and (ii)
all right,  title and  interest of Mortgagor in and to any and all leases now or
hereafter on or affecting the mortgaged  property  described in Paragraphs  (A),
(B) and (C) hereof,  together with all security  therefor and all monies payable
thereunder,  including,  without limitation,  tenant security deposits,  and all
books and records  which contain  information  pertaining to payments made under
the  leases  and  security  therefor,   subject,  however,  to  the  conditional
permission hereinabove given to Mortgagor to collect the rents, income and other
benefits  arising under any such lease.  Mortgagee  shall have the right, at any
time and from time to time,  to notify any lessee of the rights of  Mortgagee as
provided by this Section.

      (G) TOGETHER WITH (i) Mortgagor's rights further to encumber the mortgaged
property described in Paragraphs (A), (B) and (C) above for debt and (ii) all of
Mortgagor's rights to enter into any lease or lease agreement.

      All of the mortgaged  property described in Paragraphs (A), (B), (C), (D),
(E), (F) and (G) above, and each item of mortgaged  property  described therein,
is herein referred to as "THE MORTGAGED PROPERTY."

      TO HAVE AND TO HOLD THE  MORTGAGED  PROPERTY  and all parts  thereof  unto
Mortgagee,  its  successors  and  assigns,  to its own  proper  use and  benefit
forever, subject, however, to the terms and conditions herein:

      PROVIDED,  HOWEVER,  that if Mortgagor  shall  promptly pay or cause to be
paid to Mortgagee  the  principal  and interest  payable  under the Note, at the
times and in the manner stipulated therein, herein, and in all other instruments
securing  the Note,  all  without  any  deduction  or credit  for taxes or other
similar charges paid by Mortgagor,  and shall keep,  perform and observe all the
covenants and promises in the Note, and any renewal,  extension or  modification
thereof, and in this Mortgage and in all other instruments securing the Note, to
be kept,  performed or observed by Mortgagor,  then this  Mortgage,  and all the
properties,  interest and rights  hereby  granted,  conveyed and assigned  shall
cease and be void, but shall otherwise remain in full force and effect.


                                   ARTICLE ONE

                             COVENANTS OF MORTGAGOR

      Mortgagor covenants and agrees with Mortgagee as follows:


<PAGE>





      Section 1.1 Performance of Note, Mortgage, Etc. Mortgagor shall, and shall
cause the other  Borrowers to,  perform,  observe and comply with all provisions
hereof,  of the Note and of every other  instrument  securing the Note, and will
promptly pay to Mortgagee the principal with interest thereon and all other sums
required to be paid by Mortgagor  under the Note  pursuant to the  provisions of
this Mortgage and of every other instrument securing the Note when payment shall
become due.

      Section 1.2 General Representations,  Covenants and Warranties.  Mortgagor
represents,  covenants  and warrants that as of the date hereof and at all times
thereafter  during the term  hereof:  (a)  subject  only to the rights of others
provided  in  the  instruments  described  in  Exhibit  B  attached  hereto  and
incorporated  herein  and  made  a  part  hereof,  Mortgagor  is  seized  of  an
indefeasible  estate in fee simple in, and has good and  absolute  title to, THE
MORTGAGED  PROPERTY,  and has good  right,  full power and lawful  authority  to
mortgage and pledge the same as provided  therein and Mortgagee may at all times
peaceably and quietly enter upon, hold, occupy and enjoy THE MORTGAGED  PROPERTY
in  accordance  with the terms hereof;  (b) THE  MORTGAGED  PROPERTY is free and
clear of all liens,  security  interests,  charges and  encumbrances  whatsoever
except those  described in Exhibit B; (c)  Mortgagor  will maintain and preserve
the lien of this Mortgage until the  indebtedness  and other sums secured hereby
have  been  paid in full;  (d)  Mortgagor  is now able to meet its debts as they
mature,  the fair  market  value of its assets  exceeds its  liabilities  and no
bankruptcy or insolvency  proceedings  are pending or contemplated by or against
Mortgagor; (e) all reports,  statements and other data furnished by Mortgagor to
Mortgagee in connection  with the loan  evidenced by the Note are true,  correct
and  complete  in all  material  respects  and do not omit to state  any fact or
circumstance  necessary to make the statements contained therein not misleading;
(f) this  Mortgage  and the  Note and  other  instruments  securing  the Note or
otherwise  executed in connection  therewith  are valid and binding  obligations
enforceable  in  accordance  with their  respective  terms and the execution and
delivery  thereof do not contravene any contract or agreement to which Mortgagor
is a party or by which  Mortgagor or any of its  properties  may be bound and do
not contravene any law, order,  decree, rule or regulation to which Mortgagor is
subject;  (g) there are no actions,  suits,  or proceedings  pending,  or to the
knowledge  of  Mortgagor  threatened,  against  or  affecting  Mortgagor  or THE
MORTGAGED PROPERTY;  (h) all costs arising from construction of any improvements
and the purchase of all equipment  located on THE  MORTGAGED  PROPERTY have been
paid;  (i) THE MORTGAGED  PROPERTY is improved  with an office  building and has
frontage  on,  and  direct  access for  ingress  and  egress  to, the  street(s)
described therein; (j) electric, sewer, water facilities and any other necessary
utilities  are, and at all times  hereafter  shall be,  available in  sufficient
capacity to service THE  MORTGAGED  PROPERTY  satisfactorily,  and any easements
necessary  to the  furnishing  of such utility  service by  Mortgagor  have been
obtained and duly recorded;  and (k) Mortgagor is not in default under the terms
of any  instrument  evidencing or securing any  indebtedness  of Mortgagor,  and
there has occurred no event which would, if uncured or uncorrected, constitute a
default under any such instrument with the giving of notice, passage of time, or
both.

      Section 1.3 Compliance  with Laws.  Mortgagor  covenants and warrants that
THE MORTGAGED  PROPERTY presently complies with and will continue to comply with
all  applicable  restrictive   covenants,   applicable  zoning  and  subdivision
ordinances and building codes, all applicable health and environmental  laws and
regulations and all other applicable  laws, rules and regulations.  If Mortgagor
receives notice from any federal,  state or other  governmental  body that it is
not in compliance  with any such  covenant,  ordinance,  code, law or regulation
Mortgagor will provide Mortgagee with a copy of such notice promptly.

      Section 1.4 Taxes and other Charges.

            1.4.1  Taxes and  Assessments.  Subject  to the  provisions  of this
Section  1.4,  Mortgagor  shall pay  promptly  when due all taxes,  assessments,
rates, dues, charges, fees, levies, fines, impositions, liabilities, obligations
and  encumbrances of every kind whatsoever now or hereafter  imposed,  levied or
assessed upon or against THE MORTGAGED PROPERTY or any part thereof,  or upon or
against this Mortgage or the indebtedness or other sums secured hereby,  or upon
or against the interest of Mortgagee in THE MORTGAGED  PROPERTY,  as well as all
income taxes,  assessments and other governmental  charges levied and imposed by
the United States of America or any state, county,  municipality or other taxing
authority upon or against  Mortgagor or in respect of THE MORTGAGED  PROPERTY or
any part  thereof;  provided,  however,  that  Mortgagor  may in good faith,  by
appropriate proceeding provided same does not cause a default in any mortgage or
security   agreement   encumbering  THE  MORTGAGED  PROPERTY  or  in  any  other
encumbrance upon THE MORTGAGED PROPERTY (including,  without limitation, payment
of the asserted tax or assessment  under protest if said payment must be made in
order to contest such tax or assessment), contest the validity, applicability or
amount of any asserted  tax or  assessment  and pending  such contest  Mortgagor
shall not be deemed in  default  hereunder  if on or before  the due date of the
asserted  tax or  assessment  Mortgagor  establishes  an  escrow  acceptable  to
Mortgagee  in an amount  estimated  by  Mortgagee  to be  adequate  to cover the
payment of such tax or  assessment  with  interest,  costs and  penalties  and a
reasonable additional sum to cover possible interest, costs and penalties;  and,
if the amount of such  escrow is  insufficient  to pay any amount  adjudged by a
court  of  competent  jurisdiction  to be due,  with  all  interest,  costs  and
penalties  thereon,  Mortgagor  shall pay such deficiency no later than the date
such judgment becomes final.

            1.4.2  Mechanic's  and Other  Liens.  Mortgagor  shall not permit or
suffer any mechanic's, laborer's, materialman's,  statutory or other lien (other
than any lien for taxes not yet due) to be created upon THE MORTGAGED PROPERTY.

            1.4.3  INTENTIONALLY DELETED

            1.4.4 No Credit Against the Indebtedness  Secured Hereby.  Mortgagor
shall not claim,  demand or be  entitled  to receive  any  credit,  against  the
principal or interest  payable  under the terms of the Note or on any other sums
secured  by this  Mortgage  for so much of the  taxes,  assessments  or  similar
impositions  assessed against THE MORTGAGED PROPERTY or any part thereof or that
are applicable to the indebtedness  secured hereby or to Mortgagee's interest in
THE MORTGAGED PROPERTY.  No deduction shall be claimed from the taxable value of
THE MORTGAGED  PROPERTY or any part thereof by reason of the Note, this Mortgage
or any other instrument securing the Note.

            1.4.5 Insurance.

            (a) Mortgagor  shall  maintain for the benefit of Mortgagee,  during
      the life of this  Mortgage,  insurance  policies,  insuring THE  MORTGAGED
      PROPERTY  against all  insurable  hazards,  casualties  and  contingencies
      (including, without limitation, loss of rentals or business interruption),
      as Mortgagee may require (it being agreed that Mortgagee shall not require
      any  insurance not  customarily  required by other lenders in similar loan
      transactions in Broward County,  Florida), and shall pay promptly when due
      any  premiums on such  insurance  policies  and on any  renewals  thereof.
      Without limiting the generality of the foregoing, Mortgagor shall maintain
      insurance  policies as provided in the Credit Agreement,  and the terms of
      the Credit Agreement relating to insurance are incorporated herein by this
      reference.

            (b) Pursuant to its rights  granted  hereunder in all proceeds  from
      any insurance  policies,  Mortgagee is hereby  authorized and empowered at
      its option to adjust or compromise  any loss under any insurance  policies
      on THE MORTGAGED PROPERTY and to collect and receive the proceeds from any
      such policy or policies.  Each insurance  company is hereby authorized and
      directed to make payment for all such losses  directly to Mortgagee  alone
      and not to Mortgagor  and Mortgagee  jointly.  After  deducting  from such
      insurance proceeds any expenses incurred by Mortgagee in the collection or
      handling  of such  funds,  Mortgagee  may apply the net  proceeds,  at its
      option,  either toward restoring THE MORTGAGED  PROPERTY or as a credit on
      any portion of the  indebtedness  and other sums secured  hereby,  whether
      then  matured or to mature in the  future,  or at the option of  Mortgagee
      such sums  either  wholly or in part may be paid over to  Mortgagor  to be
      used to repair such  improvements  or to build new  improvements  in their
      place or for any  other  purpose  or  object  satisfactory  to  Mortgagee,
      without  affecting the lien of this  Mortgage for the full amount  secured
      hereby before such payment took place.  Although  Mortgagee intends to use
      its best efforts to collect such payments in a timely  fashion,  Mortgagee
      shall not be responsible for any failure to collect any insurance proceeds
      due under the terms of any policy regardless of the cause of such failure.

      Section 1.5 Condemnation.  Mortgagee shall be entitled to all compensation
awards, damages, claims, rights of action and proceeds of, or on account of, any
damage or taking through  condemnation and is hereby authorized,  at its option,
to commence,  appear in and prosecute in its own or Mortgagor's  name any action
or proceeding relating to any condemnation and to settle or compromise any claim
in connection therewith.  All such compensation awards, damages,  claims, rights
of action and proceeds, and any other payments or relief, and the right thereto,
are included in THE MORTGAGED PROPERTY and Mortgagee,  after deducting therefrom
all its expenses including reasonable attorneys' fees, may release any monies so
received by it to Mortgagor  without  affecting the lien of this Mortgage or may
apply the same, in such manner as Mortgagee shall determine, to the reduction of
the sums secured hereby. Any balance of such monies then remaining shall be paid
to  Mortgagor.  Mortgagor  agrees to execute  such  further  assignments  of any
compensation awards, damages, claims, rights of action and proceeds as Mortgagee
may require. Notwithstanding any such condemnation,  Mortgagor shall continue to
pay  interest,  computed at the rate  provided in the Note, on the entire unpaid
principal  amount  thereof.  The  provisions of this Section 1.5 with respect to
receipt and application of condemnation  awards shall be subject to the terms of
any instrument referred to in Exhibit B securing any prior lien on THE MORTGAGED
PROPERTY.

      Section 1.6 Care of Mortgaged Property.

            (a) Mortgagor shall preserve and maintain THE MORTGAGED  PROPERTY in
      good condition and repair.  Mortgagor  shall not permit,  commit or suffer
      any waste, impairment or deterioration of THE MORTGAGED PROPERTY or of any
      part thereof, and will not take any action which will increase the risk of
      fire or other hazard to THE MORTGAGED PROPERTY or to any part thereof.

            (b) Except as otherwise  provided in this  Mortgage,  no part of THE
      MORTGAGED  PROPERTY shall be removed,  demolished or altered,  without the
      prior  written  consent  of  Mortgagee.  Mortgagor  shall  have the right,
      without such consent,  to remove and dispose of free from the lien of this
      Mortgage  any  part of THE  MORTGAGED  PROPERTY  as from  time to time may
      become worn out or obsolete,  provided that either  simultaneously with or
      prior to such removal,  any such mortgaged property shall be replaced with
      other mortgaged property of equal utility and of a value at least equal to
      that of the  replaced  equipment  when  first  acquired  and free from any
      security  interest of any other person and by such removal and replacement
      Mortgagor  shall be deemed to have  subjected such  replacement  mortgaged
      property to the lien of this Mortgage.

            (c) Mortgagee  may enter upon and inspect THE MORTGAGED  PROPERTY at
      any reasonable time during the life of this Mortgage.

            (d) If any part of THE MORTGAGED  PROPERTY shall be lost, damaged or
      destroyed  by fire or any  other  cause,  Mortgagor  will  give  immediate
      written  notice  thereof  to  Mortgagee  and shall  promptly  restore  THE
      MORTGAGED PROPERTY to the equivalent of its original condition  regardless
      of whether there shall be any insurance  proceeds  therefor.  If a part of
      THE  MORTGAGED  PROPERTY  shall be lost,  physically  damaged or destroyed
      through  condemnation,   Mortgagor  will  promptly  notify  Mortgagee  and
      restore,  repair or alter the  remaining  mortgaged  property  in a manner
      satisfactory to Mortgagee.

            (e) No work  required to be performed  under this  Section  shall be
      undertaken  until  plans  and  specifications  therefor,  prepared  by  an
      architect or engineer  reasonably  satisfactory  to  Mortgagee,  have been
      submitted to and approved in writing by Mortgagee,  which  approval  shall
      not be unreasonably delayed or withheld.

      Section 1.7 Further  Assurances.  At any time and from time to time,  upon
Mortgagee's  request,  Mortgagor shall make, execute and deliver, or cause to be
made, executed and delivered,  to Mortgagee and where appropriate shall cause to
be recorded or filed,  and from time to time  thereafter to be  re-recorded  and
refiled at such time and in such offices and places as shall be deemed desirable
by  Mortgagee,  any and all  such  further  mortgages,  instruments  of  further
assurance,  certificates and other documents as Mortgagee may consider necessary
or desirable in order to effectuate,  complete,  or perfect,  or to continue and
preserve the obligations of Mortgagor under the Note and this Mortgage,  and the
lien of this Mortgage as a lien upon all of THE MORTGAGED PROPERTY,  whether now
owned or  hereafter  acquired  by  Mortgagor,  subject  only to the prior  liens
described  in Exhibit B, and unto all and every  person or persons  deriving any
estate, right, title or interest under this Mortgage or the power of sale herein
contained.  Upon any failure by Mortgagor to do so, Mortgagee may make, execute,
record,  file,  re-record  or refile  any and all such  Mortgages,  instruments,
certificates  and  documents  for and in the name of  Mortgagor,  and  Mortgagor
hereby  irrevocably   appoints  Mortgagee  the  agent  and  attorney-in-fact  of
Mortgagor to do so.

      Section 1.8 Security  Agreement  and Financing  Statements.  Mortgagor (as
Debtor)  hereby grants to Mortgagee  (as Creditor and Secured  Party) a security
interest in all fixtures  constituting part of THE MORTGAGED  PROPERTY,  subject
only to any prior security  interests  described in Exhibit B.  Mortgagor  shall
execute any and all such documents,  including,  without  limitation,  Financing
Statements  pursuant  to the Uniform  Commercial  Code of the state in which THE
MORTGAGED  PROPERTY  is located,  as  Mortgagee  may  request,  to preserve  and
maintain the priority of the lien created hereby on property which may be deemed
fixtures,  and shall  pay to  Mortgagee  on  demand  any  expenses  incurred  by
Mortgagee in connection with the  preparation,  execution and filing of any such
documents.  Mortgagor  hereby  authorizes and empowers  Mortgagee to execute and
file,  on  Mortgagor's  behalf,  all  Financing  Statements  and  refilings  and
continuations  thereof as  Mortgagee  deems  necessary  or  advisable to create,
preserve  and  protect  the  lien  created  hereby.  When and if  Mortgagor  and
Mortgagee shall respectively  become the Debtor and Secured Party in any Uniform
Commercial  Code  Financing  Statement  affecting THE MORTGAGED  PROPERTY,  this
Mortgage  shall  be  deemed a  security  agreement  as  defined  in the  Uniform
Commercial  Code and the remedies for any violation of the covenants,  terms and
conditions of the agreements herein contained shall be (i) as prescribed herein,
(ii) by  general  law,  or (iii) as to such part of the  security  which is also
reflected in said Financing Statement by the specific statutory consequences now
or  hereafter  enacted and  specified  in the Uniform  Commercial  Code,  all at
Mortgagee's sole election.

      Section  1.9  Assignment  of Rents.  The  assignment  contained  under the
section of this  Mortgage  entitled  "THE  MORTGAGED  PROPERTY" in Paragraph (E)
under the  Section  herein  entitled  "THE  MORTGAGED  PROPERTY"  shall be fully
operative   without  any  further  action  on  the  part  of  either  party  and
specifically  Mortgagee shall be entitled, at its option, upon the occurrence of
an Event of Default hereunder,  to all rents, income and other benefits from THE
MORTGAGED PROPERTY whether or not Mortgagee takes possession thereof.  Mortgagor
hereby further  grants to Mortgagee the right,  at  Mortgagee's  option,  (a) to
enter upon and take  possession  of THE  MORTGAGED  PROPERTY  for the purpose of
collecting the said rents,  income and other benefits,  (b) to dispossess by the
usual  summary  proceedings  any tenant  defaulting  in the  payment  thereof to
Mortgagee,  (c) to let THE MORTGAGED  PROPERTY or any part  thereof,  and (d) to
apply said rents,  income and other  benefits,  after  payment of all  necessary
charges and  expenses,  on account of the  indebtedness  and other sums  secured
hereby.   Such   assignment  and  grant  shall  continue  in  effect  until  the
indebtedness  and other sums  secured  hereby are paid,  the  execution  of this
Mortgage constituting and evidencing the irrevocable consent of Mortgagor to the
entry upon and taking possession of THE MORTGAGED PROPERTY by Mortgagee pursuant
to such  grant,  whether or not  foreclosure  has been  instituted.  Neither the
exercise of any rights under this Section by Mortgagee  nor the  application  of
any such  rents,  income or other  benefits to the  indebtedness  and other sums
secured hereby,  shall cure or waive any default or notice of default  hereunder
or invalidate any act done pursuant  hereto or to any such notice,  but shall be
cumulative of all other rights and remedies.

      Section  1.10 After  Acquired  Property.  To the extent  permitted  by and
subject to applicable law, the lien of this Mortgage will automatically  attach,
without  further  act,  to all  after  acquired  property  located  in or on, or
attached  to,  or used or  intended  to be used in  connection  with,  or in the
operation of, THE MORTGAGED PROPERTY or any part thereof.

      Section 1.11 Leases Affecting  Mortgaged  Property.  Mortgagor  represents
that any leases of THE MORTGAGED PROPERTY  represented by Mortgagor as in effect
at any time, including,  without limitation,  any leases listed in any rent roll
delivered to Mortgagee, are, unless otherwise disclosed in writing to Mortgagee,
presently  in effect and no default  exists in such  leases;  and there exist no
leases of THE  MORTGAGED  PROPERTY  other than  leases  disclosed  in writing to
Mortgagee.  As any lease of THE MORTGAGED  PROPERTY shall expire or terminate or
as any new lease shall be made,  Mortgagor  shall so notify  Mortgagee  in order
that at all times  Mortgagee  shall have a current list of all leases  affecting
THE  MORTGAGED  PROPERTY.  The  assignment  contained in Paragraph (E) under the
Section herein  entitled "THE MORTGAGED  PROPERTY" shall not be deemed to impose
upon  Mortgagee any of the  obligations  or duties of Mortgagor  provided in any
lease (including,  without limitation, any liability under the covenant of quiet
enjoyment  contained  in any lease in the event that any tenant  shall have been
joined as a party  defendant in any action to foreclose  this Mortgage and shall
have been barred and  foreclosed  thereby of all right,  title and  interest and
equity  of  redemption  in THE  MORTGAGED  PROPERTY  or any part  thereof),  and
Mortgagor  shall comply with and observe its  obligations  as landlord under all
leases  affecting THE  MORTGAGED  PROPERTY or any part  thereof.  Mortgagor,  if
required by Mortgagee, shall furnish promptly to Mortgagee original or certified
copies of all such leases now existing or  hereafter  created.  Mortgagor  shall
not, without the express prior written consent of Mortgagee,  enter into any new
lease affecting THE MORTGAGED  PROPERTY or any part thereof,  or amend,  modify,
extend,  terminate or cancel,  accept the surrender of, subordinate,  accelerate
the payment of rent as to, or change the terms of any renewal option of any such
lease now existing or hereafter  created,  or permit or suffer an  assignment or
sublease.  Mortgagor shall not accept payment of rent more than one (1) month in
advance without the prior written consent of Mortgagee.

      With respect to the  assignment  contained in Paragraph (E) of the Section
herein entitled "THE MORTGAGED  PROPERTY",  Mortgagor  shall,  from time to time
upon  request of  Mortgagee,  specifically  assign to  Mortgagee  as  additional
security hereunder,  by an instrument in writing in such form as may be approved
by Mortgagee,  all right,  title and interest of Mortgagor in and to any and all
leases now or hereafter on or affecting  THE MORTGAGED  PROPERTY,  together with
all  security  therefor  and  all  monies  payable  thereunder,  subject  to the
conditional  permission  hereinabove  given to  Mortgagor to collect the rentals
under any such lease.  Mortgagor shall also execute and deliver to Mortgagee any
notification,  Financing  Statement  or other  document  reasonably  required by
Mortgagee  to  perfect  the  foregoing  assignment  as to any  such  lease.  The
provisions of this Section 1.11 shall be subject to the  provisions of Paragraph
(E) of the Section herein entitled "THE MORTGAGED PROPERTY".

      Section  1.12  Expenses.  Mortgagor  will  pay when  due and  payable  all
appraisal fees, recording fees, taxes, brokerage fees and commissions,  abstract
fees, title policy fees, escrow fees, reasonable attorneys' and paralegals' fees
(including,  without  limitation,  reasonable  attorneys' and  paralegals'  fees
incurred in any litigation and bankruptcy and administrative proceedings and any
appeals  therefrom),  fees of inspecting  architect(s)  and  engineer(s) and all
other costs and expenses of every  character  which have been  incurred or which
may  hereafter be incurred by Mortgagee or any takeout  mortgagee in  connection
with the  issuance of its  commitment,  the  preparation  and  execution of loan
documents, the funding and administration of the loan and any other indebtedness
secured hereby,  and the  enforcement of the Note, this Mortgage,  and any other
instrument,  document or agreement  executed in  connection  herewith or secured
hereby, and Mortgagor will, upon demand by Mortgagee, reimburse Mortgagee or any
takeout  mortgagee for all such expenses which have been incurred or which shall
be incurred  by it; and will  indemnify  and hold  harmless  Mortgagee  from and
against,  and  reimburse  it for,  all  claims,  demands,  liabilities,  losses,
damages,  judgments,  penalties,  costs and expenses,  reasonable attorneys' and
paralegals'  fees  (including,  without  limitation,  reasonable  attorneys' and
paralegals'  fees incurred in any litigation  and bankruptcy and  administrative
proceedings  and any appeals  therefrom),  which may be imposed  upon,  asserted
against,  or incurred or paid by it by reason of, on account of or in connection
with any bodily  injury or death or property  damage  occurring in or upon or in
the vicinity of THE MORTGAGED  PROPERTY through any cause whatsoever or asserted
against it on account of any act performed or omitted to be performed  hereunder
or on account of any transaction arising out of or in any way connected with THE
MORTGAGED PROPERTY,  or with this Mortgage or any of the indebtedness  evidenced
by the Note.

      Section 1.13 Mortgagee's Performance of Defaults. If Mortgagor defaults in
the payment of any tax,  assessment,  encumbrance  or other  imposition,  in its
obligation to furnish insurance  hereunder,  or in the performance or observance
of any other  covenant,  condition or term in this Mortgage,  the Note or in any
other instrument  securing the Note,  Mortgagee may, to preserve its interest in
THE  MORTGAGED  PROPERTY,  perform or observe the same,  and all  payments  made
(whether  such  payments  are  regular or  accelerated  payments)  and costs and
expenses incurred or paid by Mortgagee in connection  therewith shall become due
and payable immediately. The amounts so incurred or paid by Mortgagee,  together
with  interest  thereon at the  Default  Rate (as defined in Section 5.9 hereof)
from  the  date  incurred  until  paid  by  Mortgagor,  shall  be  added  to the
indebtedness  and  secured  by the lien of this  Mortgage.  Mortgagee  is hereby
empowered to enter and to authorize others to enter upon THE MORTGAGED  PROPERTY
or any  part  thereof  for the  purpose  of  performing  or  observing  any such
defaulted  covenant,  condition  or term,  without  thereby  becoming  liable to
Mortgagor or any person in possession holding under Mortgagor.

      Section 1.14 Books and Records.  Mortgagor  shall keep and maintain at all
times  complete,  true and accurate books of account and records  reflecting the
results of the operation of THE MORTGAGED PROPERTY,  and shall provide financial
and  other  information  to  Mortgagee  as  provided  in the  Credit  Agreement.
Additionally,  if Mortgagor leases any portion of THE MORTGAGED  PROPERTY at any
time within any fiscal year,  then within thirty (30) days after the end of such
fiscal year of Mortgagor,  Mortgagor  shall provide to Mortgagee a rent schedule
of THE  MORTGAGED  PROPERTY,  as of the end of such fiscal  year,  certified  by
Mortgagor,  showing  the name of each tenant and the space  occupied,  the lease
expiration date, the rent and additional rent due and payable,  the last date to
which rent was paid and whether or not such tenant was then in default under any
of the terms of his lease and showing all tenant space which is not occupied.

      Section 1.15 Estoppel  Affidavits.  Mortgagor,  within ten (10) days after
receipt  of a  written  request  from  Mortgagee,  shall  furnish  (a) a written
statement, duly acknowledged, setting forth the unpaid principal of and interest
on the Note,  and any other unpaid sums secured  hereby,  and whether or not any
offsets or defenses exist against such principal and interest or other sums, and
(b) a lease  ratification  and estoppel  agreement as to any lease affecting THE
MORTGAGED PROPERTY, in form and substance reasonably  satisfactory to Mortgagee,
which shall be executed by Mortgagor and by each lessee, stating, if such be the
case,  that the lease is in full force and effect,  that it has not been amended
or  modified,  and that  there is no  default  thereunder,  that the  lessee has
accepted and is in possession and occupancy of the leased  premises,  paying the
full rental called for therein on a current basis,  that no rental payments have
been made more than one month in advance,  that there are no offsets,  claims or
defenses  to the payment of the rent or  enforcement  of the terms of the lease,
that all work  required to be  performed  by the lessor under the lease has been
completed,  and stating the date of commencement and termination of the original
lease term and the terms of any renewals or extensions of the lease term.

      Section  1.16 Use of  Mortgaged  Property.  Mortgagor  covenants  that THE
MORTGAGED  PROPERTY  will be used for the  purposes  set forth in Exhibit C, and
Mortgagor  shall not  suffer or permit THE  MORTGAGED  PROPERTY  or any  portion
thereof,  to be used by the  public,  as such,  without  restriction  or in such
manner as might  reasonably  tend to impair  Mortgagor's  title to THE MORTGAGED
PROPERTY or any portion  thereof,  or in such  manner as might  reasonably  make
possible a claim or claims of adverse usage or adverse possession by the public,
as such,  or of implied  dedication  of THE  MORTGAGED  PROPERTY  or any portion
thereof.  Mortgagor shall not use or permit the use of THE MORTGAGED PROPERTY or
any portion thereof for any purpose,  other than the use permitted under Exhibit
C, which in the reasonable  opinion of Mortgagee would adversely affect the then
value or character of THE MORTGAGED PROPERTY or any part thereof.

      Section 1.17 Prior and Subordinate  Liens. In the event that THE MORTGAGED
PROPERTY  or any  part  thereof  is now  subject  to a  mortgage,  lien or other
encumbrance described in Exhibit B or hereafter approved by Mortgagee in writing
which  has  priority   over  the  lien  of  this   Mortgage   ("Approved   Prior
Encumbrance"),  or in the event that THE  MORTGAGED  PROPERTY or any part hereof
is, with the  written  consent of  Mortgagee,  now or  hereafter  subject to any
mortgage,  lien or other  encumbrance  which is  subordinate  to the lien hereof
("Approved   Subordinate   Encumbrance"),   Mortgagor  shall  (unless  otherwise
specifically  agreed to in writing by Mortgagee) (i) pay either  directly to the
holder of the Approved Prior  Encumbrance and Approved  Subordinate  Encumbrance
or, at the election of Mortgagee,  to Mortgagee for  remittance to the holder of
the  Approved  Prior  Encumbrance  and  Approved  Subordinate   Encumbrance  the
principal,  interest and all other sums  secured  thereby no later than five (5)
days  prior to their  due date,  and will  comply  with all of the other  terms,
covenants  and  conditions  thereof;  (ii) if requested  hereafter by Mortgagee,
produce to Mortgagee  from time to time no less than three (3) days prior to the
due date of the  installments  of  principal,  interest  and other sums  payable
thereon,   receipts  or  other  evidence  of  payment  thereof  satisfactory  to
Mortgagee,  unless  Mortgagee  shall have required that such payments be made to
Mortgagee,  in accordance with  subsection (i) hereof;  (iii) not enter into any
modification,  amendment, agreement or arrangement with respect thereto and will
not obtain any additional advances thereunder, without the prior written consent
of Mortgagee,  expressly including,  but not in limitation of the foregoing, any
such  modification,  amendment,  agreement  or  arrangement  pursuant  to  which
Mortgagor is granted any forbearance or indulgence (as to time or amount) in the
payment of any  principal,  interest  or other sums due in  accordance  with the
terms and provisions of the Approved Prior  Encumbrance or Approved  Subordinate
Encumbrance;  (iv) use its best  efforts to obtain the  agreement  of the holder
from time to time of any such Approved Prior Encumbrance or Approved Subordinate
Encumbrance to send Mortgagee  copies of all notices;  and (v) notify  Mortgagee
promptly of any default  under or the receipt of any notice  given by the holder
of any Approved Prior Encumbrance or Approved Subordinate Encumbrance.

      Section 1.18 Use of Mortgagee's Name.  Mortgagor shall not use Mortgagee's
name or the name of any person, firm or corporation  controlling,  controlled by
or under common  control with  Mortgagee in connection  with any of  Mortgagor's
activities,  except as such use may be required by applicable  law or regulation
of any governmental  body, or by any financing  institution with which Mortgagor
may be doing business.

      Section 1.19 Shareholder Consent. Mortgagor represents that (a) either (1)
the certificate of incorporation of Mortgagor does not require a vote or consent
of the shareholders to authorize the execution and delivery of this Mortgage, or
(2) if the  certificate  of  incorporation  of Mortgagor  requires  such vote or
consent,  that the same  has  been  had or  given  in full  conformity  with the
requirements  thereof, and (b) the board of directors of Mortgagor has by proper
action,  which has not been revoked or modified,  duly  authorized the execution
and delivery of this  Mortgage by the officer or officers who have  executed the
same.


                                   ARTICLE TWO

                                    DEFAULTS


<PAGE>





      Section 2.1 Event of Default. The term Event of Default,  wherever used in
this Mortgage, shall mean any one or more of the following events:

            (a)   The occurrence of an "Event of Default" as set forth in the
      Credit Agreement.

            (b) If all or any part of THE MORTGAGED PROPERTY shall be damaged or
      taken through  condemnation (which term when used herein shall include any
      damage or  taking by any  governmental  authority  or any other  authority
      authorized  by the laws of the state  where  said Land is  located  or the
      United States of America to so damage or take, and any transfer by private
      sale in lieu thereof), either temporarily for a period in excess of thirty
      (30) days, or permanently.

            (c) The entry by any  court of last  resort  of a  decision  that an
      undertaking  by  Mortgagor as herein  provided to pay taxes,  assessments,
      levies,  liabilities,  obligations and encumbrances is legally inoperative
      or cannot be enforced,  or in the event of the passage of any law changing
      in any way or respect the laws now in force for the  taxation of mortgages
      or debts secured  thereby for any purpose,  or the manner of collection of
      any  such  taxes,  so  as  to  affect   adversely  this  Mortgage  or  the
      indebtedness or other sums secured hereby.

            (d) Any  filing  for  record of a notice by  Mortgagor  pursuant  to
      Florida Statutes Section 697.04 limiting the maximum principal amount that
      may be secured by this Mortgage.


<PAGE>



                                  ARTICLE THREE

                                    REMEDIES

      Section 3.1  Remedies in Credit  Agreement.  If an Event of Default  shall
have occurred, Mortgagee, in addition to the remedies set forth herein, have all
the remedies set forth in the Credit Agreement,  including  without  limitation,
the  right to  declare  the  outstanding  principal  amount  of the Note and the
interest  accrued  thereon,  and all other sums  secured  hereby,  to be due and
payable immediately. Upon such declaration such principal and interest and other
sums shall immediately become and be due and payable without demand or notice.


<PAGE>





      Section 3.2 Mortgagee's Power of Enforcement. If an Event of Default shall
have occurred,  Mortgagee may, either with or without entry or taking possession
as hereinabove  provided or otherwise,  and without regard to whether or not the
indebtedness and other sums secured hereby shall be due and without prejudice to
the right of Mortgagee thereafter to bring an action of foreclosure or any other
action for any default  existing at the time such earlier  action was commenced,
proceed by any appropriate  action or proceeding:  (a) to enforce payment of the
Note or the performance of any term hereof or any other right;  (b) to foreclose
this Mortgage and to sell,  as an entirety or in separate  lots or parcels,  THE
MORTGAGED  PROPERTY  under  the  judgment  or  decree  of a court or  courts  of
competent  jurisdiction;  and (c) to pursue any other  remedy  available  to it.
Mortgagee shall take action either by such proceedings or by the exercise of its
powers with respect to entry or taking  possession,  or both,  as Mortgagee  may
determine.

      Section 3.3 Mortgagee's Rights to Enter and Take Possession, Operate
and Apply Income.

            (a) If an Event of Default shall have  occurred,  (i) Mortgagor upon
      demand of  Mortgagee,  shall  forthwith  surrender to Mortgagee the actual
      possession and if and to the extent permitted by law, Mortgagee itself, or
      by  such  officers  or  agents  as it may  appoint,  may  enter  and  take
      possession of all THE MORTGAGED PROPERTY and may exclude Mortgagor and its
      agents and  employees  wholly  therefrom  and may have joint  access  with
      Mortgagor  to the  books,  papers  and  accounts  of  Mortgagor;  and (ii)
      Mortgagor will pay monthly in advance to Mortgagee,  on Mortgagee's  entry
      into possession, or to any receiver appointed to collect the rents, income
      and other  benefits of THE  MORTGAGED  PROPERTY,  the fair and  reasonable
      rental  value for the use and  occupation  of such  part of THE  MORTGAGED
      PROPERTY as may be in  possession  of  Mortgagor,  and upon default in any
      such  payment  will vacate and  surrender  possession  of such part of THE
      MORTGAGED  PROPERTY  to  Mortgagee  or to such  receiver  and,  in default
      thereof, Mortgagor may be evicted by summary proceedings or otherwise.

            (b) If  Mortgagor  shall for any reason fail to surrender or deliver
      THE  MORTGAGED  PROPERTY or any part  thereof  after  Mortgagee's  demand,
      Mortgagee  may obtain a judgment or decree  conferring  on  Mortgagee  the
      right to immediate  possession or requiring Mortgagor to deliver immediate
      possession of all or part of THE MORTGAGED  PROPERTY to Mortgagee,  to the
      entry of which judgment or decree Mortgagor hereby specifically  consents.
      Mortgagor shall pay to Mortgagee,  upon demand,  all costs and expenses of
      obtaining  such  judgment  or  decree  and  reasonable   compensation   to
      Mortgagee,  its  attorneys  and agents,  and all such costs,  expenses and
      compensation shall, until paid, be secured by the lien of this Mortgage.

            (c) Upon every such entering upon or taking of possession, Mortgagee
      may hold, store, use, operate,  manage and control THE MORTGAGED  PROPERTY
      and conduct the business thereof, and, from time to time:

                  (i)  make  all  necessary  and  proper  maintenance,  repairs,
            renewals,  replacements,  additions,  betterments  and  improvements
            thereto and thereon and  purchase or  otherwise  acquire  additional
            fixtures, personal and other mortgaged property;

                  (ii)  insure or keep THE MORTGAGED PROPERTY insured;

                  (iii) manage and operate THE  MORTGAGED  PROPERTY and exercise
            all the rights and powers of Mortgagor in its name or otherwise with
            respect to the same; and

                  (iv) enter into  agreements with others to exercise the powers
            herein  granted  Mortgagee,  all as Mortgagee  from time to time may
            determine;  and  Mortgagee  may  collect  and receive all the rents,
            income and other benefits thereof,  including those past due as well
            as those accruing thereafter; and shall apply the monies so received
            by Mortgagee in such  priority as Mortgagee may determine to (1) the
            payment of interest,  principal,  and other payments due and payable
            on the Note,  or pursuant to this  Mortgage,  (2) the  deposits  for
            taxes and  assessments  and insurance  premiums due, (3) the cost of
            insurance,  taxes,  assessments  and other  proper  charges upon THE
            MORTGAGED PROPERTY or any part thereof, (4) any sums due and payable
            on  any  Approved   Prior   Encumbrance;   and  (5)  the  reasonable
            compensation,  expenses and  disbursements of the agents,  attorneys
            and other representatives of Mortgagee.

      Mortgagee,  at its  election,  and without  notice to  Mortgagor,  may, to
preserve  its  interest  in THE  MORTGAGED  PROPERTY,  make any  payments  which
Mortgagor has failed to make under any Approved Prior Encumbrance,  and any such
sums so paid shall be secured  hereby and be  immediately  due and payable  from
Mortgagor upon demand of Mortgagee with interest thereon at the Default Rate but
such  payment  by  Mortgagee  shall  not  release   Mortgagor  from  Mortgagor's
obligations or constitute a waiver of Mortgagor's default hereunder.

      Mortgagee  shall  surrender   possession  of  THE  MORTGAGED  PROPERTY  to
Mortgagor only when all that is due upon such interest and principal, including,
without  limitation,  the principal  balance of the Note following  acceleration
thereof,  tax and insurance deposits,  and all amounts under any of the terms of
this Mortgage, shall have been paid in full.

      Section 3.4 Leases.  Mortgagee is  authorized  to foreclose  this Mortgage
subject to the  rights of any  tenants of THE  MORTGAGED  PROPERTY  or may elect
which tenants Mortgagee desires to name as parties defendant in such foreclosure
and the  failure  to  make  any  such  tenants  parties  defendant  to any  such
foreclosure  proceedings  and to  foreclose  their  rights  will not be,  nor be
asserted  by  Mortgagor  to be,  a  defense  to any  proceedings  instituted  by
Mortgagee  to  collect  the sums  secured  hereby or to collect  any  deficiency
remaining unpaid after the foreclosure sale of THE MORTGAGED PROPERTY.

      Section  3.5  Purchase  by  Mortgagee.  Upon  any such  foreclosure  sale,
Mortgagee may bid for and purchase THE MORTGAGED  PROPERTY and, upon  compliance
with the  terms of sale,  may hold,  retain  and  possess  and  dispose  of such
property in its own absolute right without further accountability.

      Section 3.6  Application of Indebtedness  Toward Purchase Price.  Upon any
such  foreclosure  sale,  Mortgagee may, if permitted by law, and after allowing
for costs and expenses of the sale,  compensation and other  reasonably  related
charges,  in paying  the  purchase  price,  apply any  portion  of or all of the
indebtedness  and other sums due to Mortgagee  under the Note,  this Mortgage or
any other  instrument  securing the Note,  in lieu of cash,  to the amount which
shall, upon distribution of the net proceeds of such sale, be payable thereon.

      Section  3.7  Waiver  of  Appraisement,  Valuation,  Stay,  Extension  and
Redemption  Laws.  Mortgagor  agrees to the full extent permitted by law that in
case of a default on its part hereunder,  neither  Mortgagor nor anyone claiming
through or under it shall or will set up, claim or seek to take advantage of any
appraisement,  valuation, stay, extension or redemption laws now or hereafter in
force,  in order to prevent or hinder the  enforcement  or  foreclosure  of this
Mortgage  or the  absolute  sale of THE  MORTGAGED  PROPERTY  of the  final  and
absolute putting into possession  thereof,  immediately  after such sale, of the
purchasers thereat, and Mortgagor,  for itself and all who may at any time claim
through or under it, hereby  waives,  to the full extent that it may lawfully so
do,  the  benefit  of all such  laws,  and any and all right to have the  assets
comprising THE MORTGAGED  PROPERTY  marshalled  upon any foreclosure of the lien
hereof and agrees that Mortgagee or any court having  jurisdiction  to foreclose
such lien may sell THE MORTGAGED PROPERTY in part or as an entirety.

      Section  3.8  Receiver.  If an  Event  of  Default  shall  have  occurred,
Mortgagee,  to the  extent  permitted  by law and  without  regard to the value,
adequacy  or  occupancy  of the  security  for the  indebtedness  and other sums
secured  hereby,  shall be  entitled as a matter of right if it so elects to the
appointment  of a receiver to enter upon and take  possession  of THE  MORTGAGED
PROPERTY and to collect all rents,  income and other benefits  thereof and apply
the same as the court may  direct and any such  receiver  shall be  entitled  to
hold, store, use, operate, manage and control THE MORTGAGED PROPERTY and conduct
the business  thereof as would Mortgagee  pursuant to Section 3.3(c) above.  The
expenses,   including  receiver's  fees,  attorneys'  fees,  costs  and  agent's
compensation,  incurred pursuant to the powers herein contained shall be secured
by this  Mortgage.  The right to enter and take  possession of and to manage and
operate  THE  MORTGAGED  PROPERTY  and to collect  all  rents,  income and other
benefits thereof, whether by a receiver or otherwise, shall be cumulative to any
other  right  or  remedy  hereunder  or  afforded  by law and  may be  exercised
concurrently  therewith or independently  thereof.  Mortgagee shall be liable to
account  only for such rents,  income and other  benefits  actually  received by
Mortgagee,   whether   received   pursuant  to  this  Section  or  Section  3.3.
Notwithstanding  the appointment of any receiver or other  custodian,  Mortgagee
shall be  entitled  as  pledgee  to the  possession  and  control  of any  cash,
deposits,  or instruments  at the time held by, or payable or deliverable  under
the terms of this Mortgage to, Mortgagee.

      Section 3.9 Suits to Protect the Mortgaged Property.  Mortgagee shall have
the power and authority to institute and maintain any suits and  proceedings  as
Mortgagee  may deem  advisable  (a) to prevent any  impairment  of THE MORTGAGED
PROPERTY by any acts which may be unlawful or any  violation  of this  Mortgage,
(b) to preserve or protect its interest in THE  MORTGAGED  PROPERTY,  and (c) to
restrain  the  enforcement  of or  compliance  with  any  legislation  or  other
governmental enactment,  rule or order that may be unconstitutional or otherwise
invalid, if the enforcement of or compliance with such enactment,  rule or order
might impair the security hereunder or be prejudicial to Mortgagee's interest.

      Section 3.10 Proofs of Claim. In the case of any receivership, insolvency,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial proceedings affecting Mortgagor or any guarantor,  co-maker or endorser
of any of Mortgagor's obligations, its creditors or its property,  Mortgagee, to
the extent  permitted by law, shall be entitled to file such proofs of claim and
other  documents  as may be  necessary  or advisable in order to have its claims
allowed in such  proceedings  for the entire amount due and payable by Mortgagor
under the Note, this Mortgage and any other instrument securing the Note, at the
date of the  institution of such  proceedings,  and for any  additional  amounts
which may become due and payable by Mortgagor after such date.

      Section  3.11  Mortgagor  to Pay  the  Note  on Any  Default  in  Payment;
Application of Monies by Mortgagee.

            (a) If default  shall be made in the payment of any amount due under
      the Note, this Mortgage or any other  instrument  securing the Note, then,
      upon Mortgagee's demand,  Mortgagor will pay to Mortgagee the whole amount
      due and payable under the Note and all other sums secured  hereby;  and if
      Mortgagor shall fail to pay the same forthwith upon such demand, Mortgagee
      shall be  entitled,  unless  precluded  under  the  Note  from  seeking  a
      deficiency judgment against Mortgagor,  to sue for and to recover judgment
      against  Mortgagor  for the whole amount so due and unpaid  together  with
      costs  and  expenses,   including,   without  limitation,  the  reasonable
      compensation,  expenses and disbursements of Mortgagee's agents, attorneys
      and other representatives,  either before, after or during the pendency of
      any  proceedings  for the  enforcement of this Mortgage;  and the right of
      Mortgagee  to recover  such  judgment  shall not be affected by any taking
      possession or foreclosure sale hereunder,  or by the exercise of any other
      right,  power or remedy for the enforcement of the terms of this Mortgage,
      or the foreclosure of the lien hereof.

            (b) In  case  of a  foreclosure  sale  of all  or  any  part  of THE
      MORTGAGED  PROPERTY and of the  application of the proceeds of sale to the
      payment of the sums secured  hereby,  Mortgagee  shall,  unless  precluded
      under the Note from seeking a deficiency  judgment against  Mortgagor,  be
      entitled to enforce  payment from  Mortgagor of all amounts then remaining
      due and unpaid and to recover judgment  against  Mortgagor for any portion
      thereof remaining unpaid, with interest.

            (c) Mortgagor hereby agrees, to the extent permitted by law, that no
      recovery of any such  judgment by Mortgagee  and no  attachment or levy of
      any  execution  upon any of THE MORTGAGED  PROPERTY or any other  property
      shall in any way  affect  the  lien of this  Mortgage  upon THE  MORTGAGED
      PROPERTY or any part  thereof or any lien,  rights,  powers or remedies of
      Mortgagee  hereunder,  but such lien,  rights,  powers and remedies  shall
      continue unimpaired as before.

            (d) Any monies collected or received by Mortgagee under this Section
      3.11 shall be applied to the payment of reasonable compensation,  expenses
      and disbursements of the agents,  attorneys and other  representatives  of
      Mortgagee,  and the balance  remaining  shall be applied to the payment of
      amounts  due and  unpaid  under  the  Note,  this  Mortgage  and all other
      instruments securing the Note.

            (e) The  provisions  of this Section shall not be deemed to limit or
      otherwise  modify  the  provisions  of any  guaranty  of the  indebtedness
      evidenced by the Note.

      Section  3.12  Delay or  Omission  No  Waiver.  No delay  or  omission  of
Mortgagee  or of any holder of the Note to exercise  any right,  power or remedy
accruing upon any Event of Default shall exhaust or impair any such right, power
or  remedy  or shall be  construed  to waive  any such  Event of  Default  or to
constitute  acquiescence  therein.  Every  right,  power  and  remedy  given  to
Mortgagee  may be  exercised  from  time to time and as  often as may be  deemed
expedient by Mortgagee.

      Section 3.13 No Waiver of One Default to Affect Another.  No waiver of any
Event of Default hereunder shall extend to or affect any subsequent or any other
Event of  Default  then  existing,  or impair  any  rights,  powers or  remedies
consequent  thereon. If Mortgagee (a) grants forbearance or an extension of time
for the  payment  of any sums  secured  hereby;  (b) takes  other or  additional
security  for the payment  thereof;  (c) waives or does not  exercise  any right
granted in the Note,  this Mortgage or any other  instrument  securing the Note;
(d) releases any part of THE  MORTGAGED  PROPERTY from the lien of this Mortgage
or any other  instrument  securing  the Note;  (e) consents to the filing of any
map, plat or replat of the Land; (f) consents to the granting of any easement on
the Land; or (g) makes or consents to any  agreement  changing the terms of this
Mortgage or subordinating the lien or any charge hereof, no such act or omission
shall release, discharge,  modify, change or affect the original liability under
the Note, this Mortgage or otherwise of Mortgagor,  or any subsequent  purchaser
of THE MORTGAGED PROPERTY or any part thereof or any maker, co-signer, endorser,
surety or  guarantor.  No such act or omission  shall  preclude  Mortgagee  from
exercising  any right,  power or  privilege  herein  granted or  intended  to be
granted in case of any Event of Default then existing or of any subsequent Event
of Default  nor,  except as otherwise  expressly  provided in an  instrument  or
instruments  executed by  Mortgagee,  shall the lien of this Mortgage be altered
thereby,  except to the extent of releases as described in subsection  (d) above
of this Section  3.13.  In the event of the sale or transfer by operation of law
or otherwise of all or any part of THE MORTGAGED  PROPERTY,  Mortgagee,  without
notice to any person, firm or corporation, is hereby authorized and empowered to
deal with any such vendee or transferee with reference to THE MORTGAGED PROPERTY
or the  indebtedness  secured  hereby,  or with reference to any of the terms or
conditions  hereof,  as fully and to the same  extent as it might  deal with the
original  parties hereto and without in any way releasing or discharging  any of
the liabilities or undertakings hereunder.

      Section 3.14 Discontinuance of Proceedings;  Position of Parties Restored.
If  Mortgagee  shall have  proceeded  to enforce any right or remedy  under this
Mortgage by foreclosure, entry or otherwise and such proceedings shall have been
discontinued  or  abandoned  for any  reason,  or such  proceedings  shall  have
resulted in a final determination  adverse to Mortgagee,  then and in every such
case  Mortgagor  and Mortgagee  shall be restored to their former  positions and
rights  hereunder,  and all  rights,  powers and  remedies  of  Mortgagee  shall
continue as if no such proceedings had occurred or had been taken.

      Section 3.15 Remedies Cumulative. No right, power or remedy conferred upon
or reserved to  Mortgagee  by the Note,  this  Mortgage or any other  instrument
securing the Note is exclusive of any other right, power or remedy, but each and
every such right,  power and remedy shall be cumulative and concurrent and shall
be in addition to any other right, power and remedy given hereunder or under the
Note or any other instrument  securing the Note, or now or hereafter existing at
law, in equity or by statute.

      Section 3.16 Interest After Event of Default. If an Event of Default shall
have occurred,  all sums outstanding and unpaid under the Note and this Mortgage
shall bear interest at the Default Rate set forth in Section 5.9 hereof.

      Section 3.17 Compliance with Environmental  Laws.  Mortgagor  specifically
represents  and  warrants  that,  to the  best  of  Mortgagor's  knowledge,  THE
MORTGAGED  PROPERTY and the use and operation  thereof comply with all state and
federal   environmental   laws,  rules  and  regulations,   including,   without
limitation,   the  Federal  Resource  Conservation  and  Recovery  Act  and  the
Comprehensive  Environmental Response Compensation and Liability Act of 1980 and
all amendments and supplements thereto and shall continue to comply therewith at
all times.  Specifically,  and without limiting the generality of the foregoing,
except  as  previously  disclosed  to  Mortgagee  in  writing,  to the  best  of
Mortgagor's knowledge there are not now and there (a) shall not in the future be
any toxic or hazardous wastes, waste products or substances,  as defined in such
laws,  rules and  regulations,  located or stored in,  upon or at THE  MORTGAGED
PROPERTY;  (b) shall never be at any time any releases or discharges of toxic or
hazardous wastes, waste products or substances from THE MORTGAGED PROPERTY;  and
(c) have never been any such releases or discharges from THE MORTGAGED PROPERTY.
Mortgagor  hereby  agrees to indemnify  and hold  Mortgagee and any wholly owned
subsidiary of Mortgagee harmless from any and all loss, liability,  damage, cost
or expense  (including,  without  limitation,  attorneys' and paralegals'  fees,
including,  without  limitation,  such fees as may be incurred in litigation and
bankruptcy and administrative  proceedings and appeals therefrom) incurred by or
imposed upon  Mortgagee or any such  subsidiary at any time or,  occasioned  by,
resulting  from or  consequent  to any such  toxic or  hazardous  wastes,  waste
products or  substances  at THE  MORTGAGED  PROPERTY  or releases or  discharges
thereof from THE MORTGAGED PROPERTY or the manufacturing,  maintaining, holding,
handling,  transporting,  spilling,  leaking or  dumping  of toxic or  hazardous
wastes,  waste products or substances on THE MORTGAGED PROPERTY at any time. The
aforesaid  indemnification  and hold harmless  agreement shall benefit Mortgagee
from the date  hereof and shall  continue  notwithstanding  payment,  release or
discharge of this Mortgage or the  indebtedness  secured  hereby,  and,  without
limiting the generality of the foregoing such obligations shall continue for the
benefit of Mortgagee  and any wholly owned  subsidiary  of Mortgagee  during and
following any possession of THE MORTGAGED  PROPERTY  thereby or any ownership of
THE MORTGAGED  PROPERTY thereby,  whether arising by foreclosure or deed in lieu
of foreclosure or otherwise, such indemnification and hold harmless agreement to
continue  forever.  In the event  that this  Mortgage  and/or  the Note or other
agreement  evidencing  the  indebtedness  secured  hereby  contains a  provision
pursuant  to  which  Mortgagor  is  relieved  of  personal  liability  for  such
indebtedness,  such  release of personal  liability  shall not include a release
from Mortgagor's liabilities and obligations pursuant to this Section 3.17.


                                  ARTICLE FOUR

                TRANSFER OR FURTHER ENCUMBRANCE OF THE PROPERTY


<PAGE>





      Section 4.1 Transfer or Further Encumbrance of THE MORTGAGED PROPERTY.  In
the  event  of  any  sale,  conveyance,  transfer,  lease,  pledge,  or  further
encumbrance  of THE  MORTGAGED  PROPERTY  or any  interest in or any part of THE
MORTGAGED PROPERTY,  or of any interest in Mortgagor,  or any further assignment
of rents from THE  MORTGAGED  PROPERTY,  without  the prior  written  consent of
Mortgagee,  then, at Mortgagee's  option,  Mortgagee may declare the outstanding
principal  amount of the Note and the interest  accrued  thereon,  and all other
sums  secured  hereby,  to  be  due  and  payable  immediately,  and  upon  such
declaration such principal and interest and other sum shall  immediately  become
and be due and payable  without demand or notice.  Mortgagee's  consent shall be
within its sole  discretion,  and Mortgagee  specifically  reserves the right to
condition its consent upon (by way of  illustration  but not of limitation)  its
approval of the financial or management  ability of the  purchaser,  transferee,
lessee, pledgee or assignee,  upon an agreement to escalate the interest rate of
the Note to  Mortgagee's  then  current  interest  rate for  similarly  situated
properties,  upon the assumption of the  obligations and liabilities of the Note
and this Mortgage by the  purchaser,  transferee,  lessee,  pledgee or assignee,
upon the receipt of guarantys of the  indebtedness  satisfactory to Mortgagee or
upon  payment to  Mortgagee  of a  reasonable  assumption  fee.  Any  purchaser,
transferee,  lessee,  pledgee or  assignee  shall be deemed to have  assumed and
agreed to pay the indebtedness evidenced by the Note or secured by this Mortgage
and to have assumed and agreed to be bound by the terms and  conditions  of this
Mortgage,  including the terms of this Section,  unless  Mortgagee  specifically
agrees in writing to the contrary. Mortgagor agrees that if the ownership of THE
MORTGAGED  PROPERTY or any part  thereof  becomes  vested in a person other than
Mortgagor, Mortgagee may, without notice to Mortgagor, deal in any way with such
successor or successors in interest with reference to this Mortgage and the Note
and all  obligations  hereby secured without in any way vitiating or discharging
Mortgagor's  liability  hereunder or under the Note and other obligations hereby
secured.  No transfer or encumbrance  of THE MORTGAGED  PROPERTY or any interest
therein and no  forbearance  or  assumption  by any person with  respect to this
Mortgage  and no extension to any person of the time for payment of the Note and
other  sums  hereby  secured  given  by  Mortgagee  shall  operate  to  release,
discharge,  modify,  change or affect the liability of Mortgagor either in whole
or in part, unless Mortgagee specifically agrees in writing to the contrary.


                                  ARTICLE FIVE

                            MISCELLANEOUS PROVISIONS


<PAGE>





      Section 5.1 Successors and Assigns.  The terms "Mortgagor" and "Mortgagee"
herein  shall  include  the  parties  named above as  Mortgagor  and  Mortgagee,
respectively,  and  their  successors,  assigns,  grantees  and  heirs,  and all
covenants  and  agreements  contained  in  this  Mortgage,  by or on  behalf  of
Mortgagor or Mortgagee,  shall bind and inure to the benefit of their respective
successors, assigns, grantees and heirs.

      Section 5.2 Notices. All notices,  requests and demands which any party is
required or may desire to give to any other party  under any  provision  of this
Mortgage must be in writing delivered to each party at the following address:

      MORTGAGOR:  Aptek Williams, Inc.
                        c/o Williams Controls, Inc.
                        14100 SW 72nd Avenue
                        Portland, OR  97224
                        Attention:  Thomas W. Itin, Chairman
                        Telecopy No.:  (503) 684-8675
                        and (248) 851-9080

      MORTGAGEE:  Wells Fargo Bank, National Association
                        Commercial Finance Division
                        245 S. Los Robles Avenue, Suite 600
                        Pasadena, CA  91101
                        Attention:  Angelo Samperisi
                        Telecopy No.:  (626) 884-9063

or to such other  address as any party may  designate  by written  notice to all
other  parties.  Each such  notice,  request and demand shall be deemed given or
made as follows:  (a) if sent by hand delivery,  upon  delivery;  (b) if sent by
mail, upon the earlier of the date of receipt or three days after deposit in the
U.S. mail,  first class and postage prepaid;  and (c) if sent by telecopy,  upon
receipt  and the sender  will  endeavor  to send a hard copy of such  telecopied
notice to the recipient by mail.

      Section 5.3 Headings. The headings of the articles, sections, Sections and
subdivisions  of this Mortgage are for convenience of reference only, are not to
be considered a part hereof,  and shall not limit or expand or otherwise  affect
any of the terms hereof.

      Section 5.4 Invalid  Provisions to Affect No Others. In the event that any
of the covenants,  agreements,  terms or provisions contained in the Note, or in
this  Mortgage or in any other  instrument  securing  the Note shall be invalid,
illegal  or  unenforceable  in  any  respect,  the  validity  of  the  remaining
covenants, agreements, terms or provisions contained herein or in the Note or in
any other instrument  securing the Note shall be in no way affected,  prejudiced
or disturbed thereby.

      Section 5.5 Changes, Etc. Neither this Mortgage nor any term hereof may be
changed, waived,  discharged or terminated orally, or by any action or inaction,
but  only  by an  instrument  in  writing  signed  by the  party  against  which
enforcement  of the change,  waiver,  discharge or  termination  is sought.  The
modification  hereof or of the Note or any other instrument securing the Note or
the release of any part of THE MORTGAGED PROPERTY from the lien hereof shall not
impair the priority of the lien of this Mortgage.

      Section 5.6 Governing Law. This Mortgage is made by Mortgagor and accepted
by Mortgagee in the State of Florida,  under the laws of such state and shall be
construed, interpreted, enforced and governed by and in accordance with the laws
of such state.

      Section 5.7 Required Notices. Mortgagor shall notify Mortgagee promptly of
the  occurrence  of any  of the  following:  (i)  receipt  of  notice  from  any
governmental  authority relating to THE MORTGAGED PROPERTY;  (ii) receipt of any
notice from any tenant  leasing all or any  portion of THE  MORTGAGED  PROPERTY;
(iii) any change in the occupancy of THE MORTGAGED PROPERTY; (iv) receipt of any
notice from the holder of any other lien or security  interest in THE  MORTGAGED
PROPERTY;  or (v) commencement of any judicial or administrative  proceedings by
or against  or  otherwise  affecting  Mortgagor,  the  Guarantor  (if any),  THE
MORTGAGED  PROPERTY  or any  entity  controlled  by or under  common  control of
Mortgagor or the  Guarantor,  or any other  action by any creditor  thereof as a
result of any default under the terms of any loan.

      Section 5.8 Management. Mortgagor covenants that at all times prior to the
payment in full of the indebtedness evidenced by the Note and other sums secured
hereby,  THE MORTGAGED PROPERTY shall be managed by Mortgagor or by a management
company which shall have been approved in writing by Mortgagee and pursuant to a
management  agreement  which shall have been  approved  in writing by  Mortgagee
prior to the execution thereof.

      Section  5.9 Default  Rate.  The  Default  Rate of  interest  shall be the
highest rate of interest allowed by law or the rate of interest set forth in the
Credit  Agreement as applicable  during the continuation of an Event of Default,
whichever shall be the lower.

      Section 5.10 Future  Advances.  This  Mortgage is given to secure not only
existing indebtedness,  but also such future advances, whether such advances are
obligatory  or are to be made at the option of Mortgagee,  or otherwise,  as are
made within  twenty  years from the date  hereof,  to the same extent as if such
future  advances  were made on the date of the execution of this  Mortgage.  The
total  amount of  indebtedness  that may be so secured may  decrease or increase
from time to time, but the total unpaid balance so secured at one time shall not
exceed $20,000,000.00, plus interest thereon, and any disbursements made for the
payment of taxes, levies or insurance on THE MORTGAGED  PROPERTY,  plus interest
thereon.

      Section  5.11  WAIVER  OF JURY  TRIAL.  NO PARTY TO THIS  MORTGAGE  OR ANY
ASSIGNEE,  SUCCESSOR,  HEIR OR PERSONAL  REPRESENTATIVE  OF A PARTY SHALL SEEK A
JURY TRIAL IN ANY LAWSUIT,  PROCEEDING,  COUNTERCLAIM,  OR ANY OTHER  LITIGATION
PROCEDURE BASED UPON OR ARISING OUT OF THIS MORTGAGE,  ANY RELATED  AGREEMENT OR
INSTRUMENT,  ANY OTHER  COLLATERAL  FOR THE  INDEBTEDNESS  SECURED HEREBY OR THE
DEALINGS OR THE  RELATIONSHIP  BETWEEN OR AMONG THE PARTIES,  OR ANY OF THEM. NO
PARTY OR ANY ASSIGNEE,  SUCCESSOR,  HEIR OR PERSONAL  REPRESENTATIVE  OF A PARTY
SHALL  SEEK TO  CONSOLIDATE  ANY SUCH  ACTION,  IN WHICH A JURY  TRIAL  HAS BEEN
WAIVED,  WITH ANY  OTHER  ACTION  IN WHICH A JURY  TRIAL  CANNOT OR HAS NOT BEEN
WAIVED.  THE  PROVISIONS  OF THIS  PARAGRAPH  HAVE BEEN FULLY  DISCUSSED  BY THE
PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY
HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS
OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

      IN WITNESS  WHEREOF,  Mortgagor  has executed  this  Mortgage and Security
Agreement on the date first set forth above.

SIGNED IN THE PRESENCE OF:          APTEK WILLIAMS, INC., a Delaware
                                          corporation

      (Signature)
                                       By:
      (Printed Name)                          Name:
                                              Title:

      (Signature)                         Post Office Address:

      (Printed Name)


STATE OF
COUNTY OF

      The foregoing instrument was acknowledged before me this ____ day of
_____, 1997, by                           , as                           of
APTEK WILLIAMS, INC., a Delaware corporation, on behalf of the corporation,
who is personally known to me or has produced a                    (state)
driver's license no.                                   as identification.

My Commission Expires:
                                    Notary Public (Signature)
(AFFIX NOTARY SEAL)
                                          (Printed Name)

                                          (Title or Rank)

                                          (Serial Number, if any)


<PAGE>






T#540373.4
shapeType1fFli
                                  Schedule A-1

                                   SCHEDULE A


                                    BORROWERS

AGROTEC WILLIAMS, INC.
AJAY LEISURE PRODUCTS, INC.
AJAY SPORTS, INC.
APTEK WILLIAMS, INC.
GEOFOCUS, INC.
HARDEE WILLIAMS, INC.
KENCO/WILLIAMS, INC.
LEISURE LIFE, INC.
NESC WILLIAMS, INC.
PALM SPRINGS GOLF, INC.
PREMIER PLASTIC TECHNOLOGIES, INC.
TECHWOOD WILLIAMS, INC.
WACCAMAW WHEEL WILLIAMS, INC.
WILLIAMS AUTOMOTIVE, INC.
WILLIAMS CONTROLS, INC.
WILLIAMS CONTROLS INDUSTRIES, INC.
WILLIAMS TECHNOLOGIES, INC.
WILLIAMS WORLD TRADE, INC.




<PAGE>








                                  Schedule B-3

                                   SCHEDULE B

              CALCULATION OF DOCUMENTARY STAMP AND NON-RECURRING
          INTANGIBLE PERSONAL PROPERTY TAXES DUE IN CONNECTION WITH
         MORTGAGE FROM APTEK WILLIAMS, INC., A DELAWARE CORPORATION,
          FOR THE BENEFIT OF WELLS FARGO BANK, NATIONAL ASSOCIATION

Value of Real and Personal Property Securing $8,088,000 of Indebtedness:

                              Real                 Other
                              Estate                     Property*
Total

Florida Mortgaged Property  $4,430,000.00  $        -0-           $ 4,430,000.00

Collateral outside Florida         $-0-        $53,952,000.00     $53,952,000.00

Total Value                 $4,430,000.00      $53,952,000.00     $58,382,000.00

*Represents Florida personal property only to the extent encumbered by the
Florida Mortgage.


A.    Calculation of Documentary Stamp Taxes:

      1.    Application of Formula from Reg. 12B-4.053(32)(c)
            Fla. Admin. Code requires valuation as follows:

Value of Florida Mortgaged Property / Total Value = .075879551 or 7.5879551%

Taxable Base = 7.5879551% of $8,088,000 = 613,713.81

      2.    Reg. 12B-4.053(32)(c) Fla. Admin. Code requires use of the
            greater of the formula-derived tax base and the actual value of
            the collateral encumbered by the Florida mortgage(s) as the tax
            base for calculation of the tax.


      3.    Calculation of Tax Liability:

            (a) $4,430,000                /     100 = $44,300
                                                      (Rounded up to Nearest
                                                      Whole Number)
            (b) $44,300                   x     .35 = $15,505




B.    Calculation of Intangible Tax:

      1.    Section 199.133(2) Fla. Stat. (1993) requires valuation as
            follows:


Value of Florida  Mortgaged  Real  Estate / Value of all  Collateral  (including
Florida personal property) = .075879551 or 7.5879551%

Taxable Base = 7.5879551% of $8,088,000.00 =    $613,713.81

      2.    Pursuant to Section 199.133(2), Fla. Stat., the taxable base cannot
            exceed the value of the Florida real property.

      3.    Calculation of Tax Liability:                           $613,713.81
                                                                     x     .002
                                                                       $1,227.43



<PAGE>


                                    EXHIBIT A



                                LEGAL DESCRIPTION






<PAGE>






                                       B-1

                                    EXHIBIT B



                 LIENS, SECURITY INTERESTS, CHARGES AND ENCUMBRANCES