Please return to:

United States National Bank of Oregon
c/o Louis G. Henry
Miller, Nash, Wiener, Hager & Carlsen LLP
3500 U. S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, Oregon  97204-3699






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)