AC1 262846v1 11/07/03

              FIRST MORTGAGE AND SECURITY AGREEMENT





    S.V.G. PROPERTIES, L.P., a New Jersey limited partnership


                               to


                     NEW YORK COMMUNITY BANK







               Premises:



          The land affected by this instrument is known
          as  Spring Village Apartments, located at 601
          Poplar Street, shown as County Parcel #41-00-
          01789-00  on  the tax map of the  Borough  of
          Sharon Hill, Delaware County, Commonwealth of
          Pennsylvania




                      RECORD AND RETURN TO:

                     NEW YORK COMMUNITY BANK
             615 MERRICK AVENUE, WESTBURY, NY  11590
                  ATTN: MULTIFAMILY DEPARTMENT
              FIRST MORTGAGE AND SECURITY AGREEMENT

      THIS MORTGAGE, made the 7th day of November, 2003, between
S.V.G. PROPERTIES, L.P., a limited partnership duly organized and
existing  under  the laws of the State of New Jersey,  having  an
address  at  215 West Main Street, Maple Shade, New Jersey  08052
(hereinafter referred to as the "Mortgagor"),

and  NEW  YORK COMMUNITY BANK, a New York state chartered banking
institution  duly  organized and validly existing  under  and  by
virtue of the laws of the State of New York, having an office  at
615   Merrick  Avenue,  Westbury,  New  York  11590  (hereinafter
referred to as the "Mortgagee"),


WITNESSETH,  that  to  secure  the payment  of  a  certain  first
mortgage  note  given  by  Mortgagor to Mortgagee  of  even  date
herewith  (the  "Note")  in the principal  sum  of  FOUR  MILLION
DOLLARS  ($4,000,000.00) (the "Principal" or the "Debt"),  lawful
money of the United States of America, with interest thereon,  to
be  paid  according to the terms of the Note or any of the  other
Lien  Instruments (as such term is hereinafter defined), together
with such charges, payments, expenses, taxes and fees accrued and
unpaid  or incurred that are the obligation of Mortgagor  to  pay
under the terms and conditions of this Mortgage (hereinafter, the
"Indebtedness"), the Mortgagor hereby grants and mortgages to the
Mortgagee all that certain lot, piece or parcel of land, with the
buildings  and improvements thereon erected, situate,  lying  and
being  in  the  Borough  of  Sharon Hill,  Delaware  County,  and
Commonwealth of Pennsylvania, which land is bounded and described
as follows, to wit:

    (SEE SCHEDULE "A" ANNEXED HERETO AND MADE A PART HEREOF)

                          TOGETHER WITH

           A.    All the land known as Spring Village Apartments,
located at 601 Poplar Street, shown as County Parcel #41-00-01789-
00 on the tax map of the Borough of Sharon Hill, Delaware County,
Commonwealth of Pennsylvania, all as more particularly  described
in Schedule A annexed hereto and made a part hereof (the "Land").

           B.    All  buildings, structures and  improvements  of
every  nature whatsoever now or hereafter situated  on  the  Land
(the "Improvements").

           C.    All  fixtures, machinery, appliances, materials,
equipment,  furniture  and  personal  property  of  every  nature
whatsoever now or hereafter owned by the Mortgagor and located in
or  on, or delivered or attached to, or used, or intended  to  be
used,  in connection with the operation of, or with construction,
reconstruction  or  remodeling on, the Land or the  Improvements,
including  all extensions, additions, improvements,  betterments,
renewals and replacements to any of the foregoing and all of  the
right,  title and interest of the Mortgagor in and  to  any  such
personal  property or fixtures together with the benefit  of  any
deposits or payments now or hereafter made by the Mortgagor or on
its behalf with regard thereto (the "Personal Property").

          D.   All right, title and interest of the Mortgagor, if
any,  in  and  to the land in the bed of the streets or  highways
abutting  the  Land  to the center line thereof;  all  easements,
rights  of  way,  strips  and  gores  of  land,  streets,   ways,
sidewalks,  curbs, alleys, passages, sewer rights, waters,  water
courses,  water,  drainage,  riparian  and  littoral  rights  and
powers,  and  all estates, rights, titles, interests, privileges,
liberties,  tenements, hereditaments, remainders, reversions  and
appurtenances  whatsoever,  in any  way  belonging,  relating  or
appertaining to the Land or the Improvements, or which  hereafter
shall  in  any  way  belong, relate or  be  appurtenant  thereto,
whether  now  owned or hereafter acquired by the  Mortgagor  (the
"Appurtenances").

           E.    All  leases, lettings, occupancy agreements  and
licenses  (collectively, the "Leases") of  the  Land  and/or  the
Improvements  or any part thereof now or hereafter  entered  into
and  all  right,  title and interest of the Mortgagor  thereunder
(including, without limitation, the cash and securities deposited
thereunder),  the right to receive and collect the rents,  issues
and  profits  from the Leases (the "Rents") and all  the  estate,
right,  title, interest, property, possession, claim  and  demand
whatsoever, at law as well as in equity, of the Mortgagor of,  in
and  to, and all proceeds of any sales or other dispositions  of,
the  property described in Paragraphs (A), (B), (C) and (D) above
and this Paragraph (E).

           F.    All proceeds of and any unearned premiums on any
insurance  policies  covering the Improvements  or  the  Personal
Property or the Rents including, without limitation, the right to
receive  and  apply the proceeds of any insurance,  judgments  or
settlements made in lieu thereof.

            G.    All  awards  ("Awards"),  heretofore  made  and
hereafter  to  be  made  by  any  municipal,  state  or   federal
authorities  to the Mortgagor and all subsequent  owners  of  the
property  described above in Paragraphs (A) through (E) including
any  awards  for  any changes of grade of streets  affecting  the
property  described above in Paragraphs (A) through  (E)  as  the
result  of  the  exercise  of  the power  of  eminent  domain  (a
"Taking").

            H.    All  other  agreements,  such  as  construction
contracts, architects' agreements, engineers' agreements, utility
contracts, maintenance agreements, management agreements, service
contracts,  permits, licenses, certificates and  entitlements  in
any   way   relating  to  the  development,  construction,   use,
occupancy,  operation,  management,  enjoyment,  acquisition   or
ownership   of   the   Land  and  Improvements   (the   "Property
Agreements").

          I.   All the other estate, right, title, interest, use,
possession,  property,  claim  and  demand  whatsoever,  contract
rights,  general  intangibles,  actions  and  rights  in  action,
relating  to  the  property described  above  in  Paragraphs  (A)
through  (H)  and  proceeds, products,  replacements,  additions,
substitutions, renewals and accessions of any of the foregoing.

      All  the  property,  interests and rights  referred  to  in
Paragraphs  (A)  through (I) above and any  additional  property,
interests  or  rights  hereafter acquired by  the  Mortgagor  and
subject  to the lien of this Mortgage or intended to  be  so  are
referred to in this Mortgage as the "Mortgaged Premises".

      BEING  the same premises acquired by the Mortgagor by  deed
from   Maridon  Realty  Associates,  L.P.,  a  Delaware   limited
partnership, dated May 15, 1987 and recorded on May 20,  1987  in
the  Office of the Clerk of Delaware County in Record  Book  465,
page 427, on which premises this is a first mortgage and intended
to be recorded.

      The Mortgagor hereby agrees to repay the Indebtedness until
the  whole  of  the  Indebtedness shall  be  paid,  however,  the
Mortgagee  reserves the right to extend or modify  the  Note  and
this  Mortgage  in any manner or terms without  regard  to  third
parties.

     AND the Mortgagor covenants with the Mortgagee as follows:

      1.    That  the  Mortgagor  will pay  the  Indebtedness  as
hereinbefore  provided according to the terms of the  Note,  this
Mortgage and the other Lien Instruments (as hereinafter defined),
and keep and perform each and every term, covenant, and condition
of the Note, this Mortgage, and the other Lien Instruments.  Each
and  every term, covenant and condition of the Note and the other
Lien  Instruments is hereby incorporated herein by  reference  as
though fully set forth herein at length.

      2.   A.   That the Mortgagor will keep the Improvements  on
the  Mortgaged  Premises  continuously insured  against  loss  or
damage  by  fire, with extended coverage, and against such  other
hazards  as Mortgagee may reasonably require (including,  without
limitation,  multi-peril hazard insurance with extended  coverage
endorsement,   general  liability  insurance,  boiler   explosion
insurance, rent loss or business interruption coverage, and flood
insurance, if applicable) in an insurance company licensed to  do
business in the state in which the Mortgaged Premises is  located
and  otherwise satisfactory to Mortgagee, in such  forms  and  in
such  total amounts as Mortgagee may require from time  to  time;
that  Mortgagor  will  deliver copies  of  the  policies  to  the
Mortgagee;  and that Mortgagor will reimburse the  Mortgagee  for
any  premiums  paid for insurance made by the  Mortgagee  on  the
Mortgagor's  default  in so insuring the Improvements  or  in  so
assigning and delivering the policies.

           B.    In  addition  to  the foregoing  insurance,  the
Mortgagor   will,  at  its  expense,  deliver  to  the  Mortgagee
additional  insurance  policies and  endorsements  including  war
damage  insurance, if any be required by the Mortgagee, to  cover
all  risks to the Mortgagee or hazard to any Improvements erected
upon the Mortgaged Premises, of every kind, type and description,
for  such periods, in such amounts, and by such method of payment
therefor,  satisfactory to the Mortgagee.  It  is  hereby  agreed
that  if  the  Mortgagee shall accept a multiple peril  insurance
policy  or  any other policy containing coverage not required  by
the   Mortgagee,   with   or  without  an   installment   premium
endorsement,  such acceptance shall not constitute the  Mortgagee
an  agent  of  the  Mortgagor  in the  procurement,  renewal,  or
replacement  of  all  or  any of the coverage  included  in  said
policy, or in the collection of losses or filing proofs of  loss.
The  Mortgagee is hereby released and discharged from all  claims
and  demands whatsoever arising by reason of any matter  relative
to,  or  incident to any policy or policies, during the  term  or
terms  thereof,  or  in  renewing or  replacing  said  policy  or
policies.

           C.   The Mortgagor hereby pledges to the Mortgagee the
unearned   premiums  on  all  insurance  policies  furnished   it
hereunder  and consents to the cancellation thereof in the  event
it  becomes  the  purchaser  in  any  action  to  foreclose  said
Mortgage.   Such  unearned premium shall be applied  against  the
monies  due the Mortgagee.  The Mortgagor shall fully and  timely
comply with the terms and conditions of any of said policies.  In
the  event  of  a  loss, Mortgagor shall give  immediate  written
notice  to the insurance carrier and to the Mortgagee.  Mortgagor
hereby authorizes and empowers the Mortgagee, as attorney-in-fact
for  the  Mortgagor,  to  make  proof  of  loss,  to  adjust  and
compromise and claim under the insurance policies, to  appear  in
and prosecute any action arising from such insurance policies, to
collect  and receive insurance proceeds, and to deduct  therefrom
Mortgagee's expenses incurred in the collection of such proceeds;
provided  however,  that nothing contained in  this  subparagraph
shall  require the Mortgagee to incur any expense or to take  any
action  hereunder.   Said power of attorney is  coupled  with  an
interest  in the subject matter of this Mortgage.  The  Mortgagor
further authorizes Mortgagee, at Mortgagee's option, to hold  the
balance  of  such proceeds to be used to reimburse the  Mortgagor
for  the  cost  of  reconstruction or  repair  of  the  Mortgaged
Premises, or to apply the balance of such proceeds to the payment
of the Indebtedness secured by this Mortgage, whether or not then
due.   If  the  insurance proceeds are held by the  Mortgagee  to
reimburse  the  Mortgagor for the cost of restoration and  repair
of  the  Mortgaged  Premises,  the Mortgaged  Premises  shall  be
restored  to  the  equivalent of its original condition  or  such
other   condition  as  the  Mortgagee  may  approve  in  writing.
Mortgagee  may, at Mortgagee's option, condition disbursement  of
said   proceeds  on  Mortgagee's  approval  of  such  plans   and
specifications  of  an  architect  satisfactory   to   Mortgagee,
contractor's cost estimates, architect's certificates, waivers of
liens,  sworn  statements of mechanics and materialmen  and  such
other  evidence of costs, percentage completion of  construction,
application  of payments, and satisfaction of liens as  Mortgagee
may reasonably require.  If the insurance proceeds are applied to
the  payment  of  the  sum  secured by this  Mortgage,  any  such
application of proceeds to the Indebtedness shall not  extend  or
postpone  the due dates of the monthly payments herein or  change
the amounts of such installments.

           D.    All policies, including policies for any amounts
carried  in  excess  of  the required minimum  and  policies  not
specifically required by Mortgagee, shall be in form satisfactory
to Mortgagee, shall be maintained in full force and effect, shall
be  delivered  to  Mortgagee,  with premiums  prepaid,  shall  be
endorsed  with  a  standard noncontributory mortgagee  clause  in
favor  of  Mortgagee, and shall provide for at least thirty  (30)
days'   notice  of  cancellation  to  Mortgagee.   In   addition,
Mortgagor  shall  at  all  times be  protected  by  comprehensive
general   public   liability,  property  damage   and   workmen's
compensation insurance policies, if applicable, such coverages at
all  times  to be evidenced by current certificates of  insurance
issued to Mortgagee providing for thirty (30) days' prior written
notice  of  cancellation  or  alteration  of  coverage.   If  the
insurance, or any part thereof, shall expire, or be withdrawn, or
become  void  by Mortgagor's breach of any condition thereof,  or
become  void or unsafe by reason of the failure of impairment  of
the  capital  of any company in which the insurance may  then  be
carried,  or if for any reasons whatever the insurance  shall  be
unsatisfactory to Mortgagee, Mortgagor shall place new  insurance
on  the  Mortgaged  Premises,  satisfactory  to  Mortgagee.   All
renewal  policies,  with premiums paid,  shall  be  delivered  to
Mortgagee at least twenty (20) days before expiration of the  old
policies.

      3.   That the whole of the Indebtedness shall become due at
the  option  of the Mortgagee upon the occurrence of any  of  the
following  events, either individually, jointly  or  collectively
("Event(s)  of  Default"): (a) default  in  the  payment  of  any
installment  of principal and interest, or in the making  of  any
deposit  pursuant hereto, and such default continues for  fifteen
(15)  days;  or (b) after default and such default continues  for
fifteen  (15)  days  after  notice in  writing  by  Mortgagee  to
Mortgagor in either: (i) the payment of any tax, water, or  sewer
assessment;  or  (ii)  assigning  and  delivering  the   policies
insuring  the Improvements against loss by fire or other  hazard,
or reimbursing the Mortgagee for premiums paid on such insurance,
as  hereinbefore provided; or (iii) furnishing a statement of the
amount  due  on the Mortgage and whether any offsets or  defenses
exist against the Indebtedness, as hereinafter provided; or  (iv)
exhibiting  to  the  Mortgagee receipts showing  payment  of  all
taxes,  water or sewer rents and assessments; or (v) the  failure
to  provide annual financial statements, as hereinafter provided;
or  (c)  the  occurrence  of  any  of  the  following  events  or
conditions which continue for fifteen (15) days after  notice  in
writing  by  Mortgagee to Mortgagor: (i) the actual or threatened
demolition  or  removal  of  any  Improvement  on  the  Mortgaged
Premises  without the written consent of the Mortgagee;  or  (ii)
the assignment of the rents of the Mortgaged Premises or any part
thereof without the written consent of the Mortgagee; or (iii) if
the  Improvements on the Mortgaged Premises is not maintained  in
reasonably  good repair; or (iv) the failure to comply  with  any
requirement  or order or notice of violation of law or  ordinance
issued by any governmental department claiming jurisdiction  over
the  Mortgaged Premises within three (3) months from the issuance
thereof  (or  such  lesser  time  if  required  by  such  law  or
ordinance);  or (v) if on application of the Mortgagee  and  upon
Mortgagor's failure to maintain required insurance hereunder, two
or  more fire insurance companies lawfully doing business in  the
state  where  the Mortgaged Premises is located refuse  to  issue
policies insuring the Improvements on the Mortgaged Premises;  or
(vi)  the removal, demolition or destruction in whole or in  part
of  any of the Personal Property covered hereby, unless first  or
simultaneously the same are promptly replaced by similar articles
of  Personal Property at least equal in quality and condition  to
those  removed, demolished or destroyed, free from any  liens  or
encumbrances  thereon  and  free from any  reservation  of  title
thereto; or (vii) the failure of any owner as tenant, lessee,  or
otherwise,  to comply with all statutes, orders, requirements  or
decrees relating to the Mortgaged Premises by any Federal,  State
or  municipal authority; or (viii) the Mortgagor causes,  permits
or  suffers to be permitted, a change in the use of any  part  of
the Mortgaged Premises for the purposes intended at the making of
this  Mortgage,  including but not limited to, a  change  in  the
zoning  classification, without the Mortgagee's written  consent;
or  (ix)  the  Mortgagor's unreasonable  refusal  to  permit  the
Mortgagee, its agents or employees to make an inspection  of  the
Mortgaged  Premises;  or (x) the failure of  Mortgagor  to  keep,
observe  and  perform any of the other covenants,  conditions  or
agreements contained in this Mortgage, the Note, and/or the other
Lien Instruments.

      4.    In the event that Mortgagor should fail to pay taxes,
assessments, water and sewer charges or other lienable claims  or
insurance premiums, or fail to make necessary repairs,  or  shall
permit  waste, or otherwise fail to comply with their obligations
hereunder  or  under the Note or any other document  executed  in
connection  with this Mortgage, then Mortgagee, at its  election,
with or without notice to Mortgagor, shall have the right to make
any  payment or expenditure which Mortgagor should have made,  or
which  Mortgagee deems advisable to protect the security of  this
Mortgage or the Mortgaged Premises, without prejudice to  any  of
the  Mortgagee's  rights  or  remedies  available  hereunder   or
otherwise, at law or in equity.  All such sums, as well as costs,
advanced  by  Mortgagee pursuant to this Mortgage  shall  be  due
immediately  from  Mortgagor to Mortgagee, and shall  be  secured
hereby, and shall bear interest at the Default Rate as defined in
Paragraph 31, below, from the date of payment by Mortgagee  until
the  date  of  repayment.  In the event of  foreclosure  of  this
Mortgage,  any  such  advances by Mortgagee after  the  entry  of
judgment for taxes, insurance or other sums necessary to preserve
the Mortgaged Premises ("Post Judgment Advances"), will be deemed
secured  hereby and the Mortgage will not merge into any judgment
of foreclosure to the extent of such Post Judgment Advances.

      5.    That  the  holder of this Mortgage, in an  action  to
foreclose it, shall be entitled to the appointment of a  receiver
without  notice and irrespective of the adequacy of the security,
and the Mortgagor will pay a reasonable rental monthly in advance
to any such receiver.

      6.    That  the Mortgagor will pay all insurance  premiums,
taxes,  assessments and water/sewer rates, and upon request  will
submit to the Mortgagee for inspection receipted bills evidencing
such  payment, and in default thereof, the Mortgagee may pay  the
same.   Any  such  items  paid by the Mortgagee,  and  any  other
advances, charges, liens, costs, fees and disbursements  made  or
incurred  by  the  Mortgagee  in connection  with  the  Mortgaged
Premises  and to protect its interest therein shall be  added  to
the  indebtedness secured by this Mortgage.  The Mortgagor  shall
promptly  discharge  any lien or encumbrance which  has  priority
over  or  equality with the lien of this Mortgage and  shall  not
allow any liens inferior to this Mortgage to be perfected against
the  Mortgaged Premises, and if so perfected shall also  promptly
discharge same.

     7.   That the Mortgagor within five (5) days upon request in
person or within ten (10) days upon request by mail shall furnish
a  written statement duly acknowledged of the amount due on  this
Mortgage  and whether any offsets or defenses exist  against  the
Mortgage Debt.

      8.   The Mortgagor covenants that within one hundred twenty
(120) days after the end of each of the Mortgagor's fiscal years,
or  within thirty (30) days of the request of the Mortgagee,  the
Mortgagor, during the life of this Mortgage, shall furnish to the
Mortgagee:  (i)  an updated and detailed annual  gross  operating
income and expense statement for the Mortgaged Premises, prepared
by a certified public accountant and certified by Mortgagor to be
complete, true and accurate; (ii) a current rent roll; and  (iii)
copies  of  all  rent filings for each unit as  required  by  any
governmental  authorities having jurisdiction over such  filings,
if  any.   The  Mortgagor  agrees  that  the  Mortgagee,  or  its
authorized agents, shall have the privilege of making inspections
of  the Mortgaged Premises during the life of this Mortgage.   In
the  event  that Mortgagor fails to deliver the foregoing  within
the  stipulated time and Mortgagee is forced to request the  same
(either  by facsimile, e-mail, regular mail, or telephone),  then
Mortgagor will be charged a $25.00 fee for each request  made  by
Mortgagee,  until  such  time  as  the  required  information  is
received in its entirety.

      9.    That  the Mortgagor is lawfully seised of the  estate
hereby conveyed and has the right to mortgage, grant, convey, and
assign the Mortgaged Premises.  The Mortgagor hereby warrants the
title  of  the Mortgaged Premises, and agrees to defend generally
specially the title to the Mortgaged Premises against all  claims
and demands adverse to its own.

      10.   That  in  case of a foreclosure sale,  the  Mortgaged
Premises, or so much thereof as may be affected by this Mortgage,
may be sold separately or in one parcel.

      11.  In the event:  (a)  the Mortgagee retains counsel with
respect  to  the enforcement of the Note, this Mortgage,  or  any
other  document  or  instrument given to  the  Mortgagee  by  the
Mortgagor  (whether or not an action or proceeding is commenced);
or  (b) any action or proceeding is commenced to which action  or
proceeding  the Mortgagee is made a party or in which it  becomes
necessary to defend or uphold the lien of this Mortgage, then, in
any  such  event,  all sums incurred by the Mortgagee,  including
without   limitation,   reasonable   attorneys'   fees,    costs,
disbursements,  allowances, and additional  allowances  shall  be
paid  by  Mortgagor, together with interest thereon at  the  rate
established  in Paragraph 31 of this Mortgage, and any  such  sum
and  the  interest  thereon shall be  a  lien  on  the  Mortgaged
Premises, prior to any right, title to, interest in or claim upon
said  premises attaching or accruing subsequent to  the  lien  of
this Mortgage and by the Note which it secures.

      12.   It  is  agreed  by the Mortgagor that  in  the  event
proceedings  are brought to foreclose this Mortgage, there  shall
be included in the computation of the amount due, the amount of a
reasonable   fee  for  attorney's  services  in  the  foreclosure
proceedings, as well as all disbursements, allowances, additional
allowances and costs provided by law.

      13.   That upon the occurrence of an Event of Default,  the
entire  unpaid  balance  of  the  Indebtedness  secured  by  this
Mortgage shall become immediately due and payable, at the  option
of   Mortgagee,  without  notice  or  demand.   When  the  entire
indebtedness  shall  become due and payable,  either  because  of
maturity or because of the occurrence of any Event of Default, or
otherwise, then forthwith, Mortgagee may institute an  action  of
mortgage  foreclosure, or take such other action  at  law  or  in
equity  for  the enforcement of this Mortgage and realization  on
the  mortgaged security or any other security herein or elsewhere
provided  for, as the law may allow, and may proceed  therein  to
final judgment and execution for the entire unpaid balance of the
Indebtedness,  with  interest at the rate(s)  stipulated  in  the
Note, together with all other sums due by Mortgagor in accordance
with the provisions of the Note and this Mortgage, including  all
sums  which may have been loaned by Mortgagee to Mortgagor  after
the  date  of  this Mortgage, and all sums which  may  have  been
advanced  by  Mortgagee for taxes, water or  sewer  rents,  other
lienable  charges or claims, insurance or repairs or maintenance,
and  all  costs of suit.  Mortgagor authorizes Mortgagee  at  its
option  to foreclose this Mortgage subject to the rights  of  any
tenants  of the Mortgaged Premises, and the failure to  make  any
such   tenants   parties  defendant  to  any   such   foreclosure
proceedings and to foreclose their rights will not be asserted by
Mortgagor as a defense to any proceedings instituted by Mortgagee
to  recover  the  indebtedness secured hereby or  any  deficiency
remaining  unpaid  after the foreclosure sale  of  the  Mortgaged
Premises;   however,  nothing  herein  contained  shall   prevent
Mortgagor  from disputing in any proceedings the  amount  of  the
deficiency  or  the  sufficiency of any bid at  such  foreclosure
sale.

      Notwithstanding anything to the contrary contained  in  the
foregoing,  upon  the  occurrence of an  Event  of  Default,  the
Mortgagee  shall  have  the  right forthwith  without  notice  or
demand, without the commencement of any action to foreclose  this
Mortgage  and without the appointment of any receiver,  to  enter
upon  and  take possession of the Mortgaged Premises and  thereby
become mortgagee in possession thereof or agent of the then owner
of  the  Mortgaged Premises, with the right to let the  Mortgaged
Premises and receive all rents, issues and profits thereof  which
are  overdue, due or to become due, and to apply the same,  after
payment of all necessary charges and expenses, on account of  the
amount  hereby  secured; and in any of the events aforesaid,  the
Mortgagor  hereby unconditionally surrenders its  possession  and
all  rents, issues and profits of the Mortgaged Premises  to  the
Mortgagee;  and under the circumstances aforesaid, the  Mortgagor
for  itself  and  any subsequent owner of the Mortgaged  Premises
hereby  agrees  to pay to the Mortgagee in advance  a  reasonable
rental  for  any  portion of the Mortgaged Premises  occupied  by
Mortgagor  and  in  default  of  so  doing,  hereby  agrees  that
Mortgagor  may  be dispossessed by the usual summary  proceeding,
and  further  that any tenant defaulting in the  payment  to  the
Mortgagee  of  any  rent  may  be likewise  dispossessed  by  the
Mortgagee  as Mortgagee in possession of the Mortgaged  Premises,
or  as  agent  of the then owner of the Mortgaged Premises.   The
rights  and  remedies herein afforded to the Mortgagee  shall  be
cumulative  and supplementary to and not exclusive of  any  other
rights and remedies afforded the holder of this Mortgage, and its
accompanying Note or obligation.  All of the provisions  of  this
clause  shall inure to the benefit of the Mortgagee  and  of  any
subsequent holder of this Mortgage and shall be binding upon  the
Mortgagor and each subsequent owner of the Mortgaged Premises.

      14.   If the Principal represents a construction loan,  the
Mortgagor will receive the advances secured by this Mortgage  and
will  hold the right to receive such advances as a trust fund  to
be  applied  first  for the purpose of paying  the  cost  of  the
improvement, and that the Mortgagor will apply the same first  to
the  payment of the cost of the improvement before using any part
of the total of the same for any other purpose.

     15.  That if the Note secured by this Mortgage is payable in
monthly  installments, then, in order to more fully  protect  the
security of the Mortgage, the Mortgagor further agrees to pay  to
the   Mortgagee  (unless  expressly  waived  in  writing  by  the
Mortgagee), on each monthly installment date, a sum equal to one-
twelfth (1/12th) of the amount, as estimated from time to time by
the  Mortgagee, of the annual real estate taxes, water and  sewer
rents,  and  assessments,  if any (the "Municipal  Charges"),  to
become  due  as  charges  on  or with respect  to  the  Mortgaged
Premises  during  the twelve (12) calendar months  following  the
date  of  the first monthly installment due hereunder and  during
the  twelve  (12) calendar months following each  anniversary  of
such  date; and one twelfth (1/12th) of the amount of the  annual
premiums for the hazard or other insurance required to be carried
by  the  terms of said Mortgage, and for any additional  coverage
included  by  the Mortgagor in the policy provided  by  Mortgagor
pursuant  to  the  terms  hereof (the  "Insurance  Charges",  and
together  with  the  Municipal Charges, the "Carrying  Charges"),
which  payment  shall  be known for the purposes  hereof  as  the
monthly  payment  to  cover  Carrying Charges  of  the  Mortgaged
Premises,  so  that  no later than one (1)  month  prior  to  the
respective due dates for such Carrying Charges there shall be  in
the  hands  of  the  Mortgagee amounts  sufficient  to  pay  such
Carrying Charges in full.  Although each such monthly payment  is
to  be  in  a  lump  sum,  each component  thereof  may  be  held
separately  by the Mortgagee, without interest, for, and  applied
only  to, the particular item for which it was paid over  by  the
Mortgagor,  unless  the Mortgagee in its sole  discretion  elects
otherwise,  or applicable law requires otherwise.  The  Mortgagee
may  require the Mortgagor to pay other impositions affecting the
Mortgaged Premises in a lump sum if the Mortgagee shall  deem  it
necessary to protect its interest.

      If at any time prior to the due date of any particular item
of  such  Carrying Charges, the Mortgagee calculates  that  there
will  not be in its hands one (1) month prior to such due date  a
sum  sufficient  for  the  payment of  such  item  in  full,  the
Mortgagor upon demand shall pay the amount of any such deficiency
to  the  Mortgagee and upon failure of the Mortgagor to pay  such
deficiency  within ten (10) days of demand therefor,  the  unpaid
balance of the principal sum hereof, shall, at the option of  the
Mortgagee  become  immediately due and  payable,  notwithstanding
that sums for the payment of other items of such Carrying Charges
not   yet   due   may   be  in  the  hands  of   the   Mortgagee.
Notwithstanding the foregoing and provided that there  exists  no
Event  of  Default  hereunder or under  any  of  the  other  Loan
Documents, the Mortgagee will not require monthly escrows for the
payment  of  hazard,  general liability,  boiler  and  rent  loss
coverages  provided  that Mortgagor maintains insurance  coverage
for  the same in accordance with the requirements of Paragraph  2
hereof,  nor  will  Mortgagee collect  monthly  escrows  for  the
payment of separately metered sewer and water charges.

      Any excess of unneeded funds paid hereunder may be refunded
to  the Mortgagor at the discretion of the Mortgagee, so long  as
all  payments  are  current, and there is no default  under  this
instrument or the accompanying Note or obligation, and,  provided
further, that there are no judgments or income or other tax liens
against the Mortgagor or the Mortgaged Premises.

      If  there  shall  be  a default hereunder  resulting  in  a
judicial  sale  of  the Mortgaged Premises, or if  the  Mortgagee
acquires  the  Mortgaged Premises in any  other  way  after  such
default, the Mortgagee shall have the right to apply the  balance
then  remaining  in  said  fund to cover  such  Carrying  Charges
against  the balance of the Indebtedness then unpaid, or  to  the
payment of any or all of such Carrying Charges without obligation
to account therefor to the Mortgagor.  The funds deposited by the
Mortgagor  pursuant to this Paragraph 15 are  hereby  pledged  as
additional security for the sums secured by this Mortgage.

      16.   In the event that any payment of principal, interest,
or  monthly  escrow installment is not actually received  by  the
Mortgagee  within  fifteen (15) days from its due  date,  a  late
charge  of  four  (4c) cents for each dollar ($1.00)  so  overdue
shall  be  charged  by  the Mortgagee to the  Mortgagor  for  the
purpose  of  defraying  the  expense incident  to  handling  such
delinquent  payment.   Also,  where  a  check  delivered  to  the
Mortgagee   for  any  monies  due  hereunder  is  dishonored,   a
reasonable  service charge shall be charged to the  Mortgagor  by
the  Mortgagee  for handling such check.  Any  and  all  charges,
fees,  costs,  disbursements and expenses  payable  by  Mortgagor
under this Mortgage, the Note, or other Lien Instruments shall be
immediately due and payable on the date they are incurred

      17.   In  the event that this Mortgage and its accompanying
Note  are executed by a corporation, the Mortgagor represents  to
the  Mortgagee that the aforesaid Mortgage and accompanying  Note
or  obligation have been executed and delivered by  authority  of
the Board of Directors of the Mortgagor; and with the consent  of
the holders of not less than two-thirds (2/3) of the total number
of shares of capital stock of the Mortgagor outstanding, entitled
to vote thereon.

      18.   That if the Mortgaged Premises shall be abandoned  by
the Mortgagor or any successors in title, the Mortgagee shall  be
entitled  to take possession of the same to protect and  conserve
its security.

      19.   Mortgagor,  at  Mortgagee's  request,  shall  furnish
Mortgagee  with  executed copies of all leases  now  existing  or
hereafter  made  of  all or any part of the  Mortgaged  Premises.
Mortgagor   shall  not,  without  Mortgagee's  written   consent,
execute,  modify,  surrender or terminate, either  orally  or  in
writing, any lease now existing or hereafter made of all  or  any
part  of  the Mortgaged Premises providing for a term of two  (2)
years or more.

      20.   The Mortgagor covenants and agrees that any  and  all
awards  in  condemnation, including any awards for any change  of
grade  of  streets affecting or abutting the Mortgaged  Premises,
are hereby assigned to the Mortgagee, and the Mortgagee is hereby
authorized,  directed and empowered to collect  and  receive  the
proceeds of any such awards from the authorities making the  same
and  to  give proper receipts and acquittances therefor,  and  to
apply  the same toward the Indebtedness owing on account of  this
Mortgage  and the Note it secures, notwithstanding the fact  that
the  amount  owing thereon may not be then due and payable;  and,
upon  request by the holder of this Mortgage, it agrees to  make,
execute and deliver any and all assignments and other instruments
sufficient for the purpose of assigning the aforesaid  awards  to
the  holder of this Mortgage, free, clear and discharged  of  any
and  all  encumbrances of any kind or nature whatsoever; and,  in
case of a condemnation or taking of the Mortgaged Premises by any
of  the  aforementioned authorities prior to the maturity of  the
Note,  it  covenants  and agrees to pay  the  difference  in  the
interest  received  by  the  said Mortgagee  from  the  aforesaid
condemnor  or  taking  authority and the  interest  provided  for
herein  from the date of such condemnation or taking to the  date
and  in the manner payment can be made pursuant to the privileges
and  terms  hereof and the Note, as if no condemnation had  taken
place.

      21.   That any failure by the Mortgagee to insist upon  the
strict  performance  by the Mortgagor of any  of  the  terms  and
provisions hereof shall not be deemed to be a waiver  of  any  of
the   terms   and   provisions   hereof,   and   the   Mortgagee,
notwithstanding any such failure, shall have the right thereafter
to insist upon the strict performance by the Mortgagor of any and
all  of the terms and provisions of this Mortgage to be performed
by  the  Mortgagor;  that the rights of the  Mortgagee  hereunder
shall be separate, distinct and cumulative and none of them shall
be in exclusion of any other and no act of the Mortgagee shall be
construed  as  an  election to proceed under  any  one  provision
hereof to the exclusion of any other provision.

      22.   This  Mortgage is intended to be a security agreement
pursuant  to the Uniform Commercial Code for all of the Mortgaged
Property  specified  herein which under  applicable  law  may  be
subject to a security interest pursuant to the Uniform Commercial
Code and Mortgagor hereby grants Mortgagee a security interest in
such  items and the Mortgagor hereby authorizes the Mortgagee  to
file   any  financing  statement  necessary  under  the   Uniform
Commercial Code in order to perfect the security interest of  the
Mortgagee, without requiring the signature of the Mortgagor.  The
Mortgagor  covenants  that it will not make any  other  financing
statement,  lien, encumbrance and/or reservation of title  as  to
any  additions  or  replacements of such  chattels,  fixtures  or
personal property so covered by this Mortgage without the consent
in  writing  of  the Mortgagee.  As additional security  for  the
payment of the Note, Mortgagor has executed and delivered to  the
Mortgagee  a certain assignment of leases and rents,  form  UCC-1
Financing  Statements, and other documents  dated  of  even  date
herewith  (the Note, this Mortgage, the Assignment of Leases  and
Rents,  UCC-1(s)  and other documents are sometimes  collectively
referred to herein as the "Lien Instruments").

     23.  The covenants contained in this Mortgage shall run with
the   Land   and   bind  the  Mortgagor,  the   heirs,   personal
representatives, successors and assigns of the Mortgagor and  all
subsequent owners, encumbrancers, tenants and sub-tenants of  the
Mortgaged  Premises  and  shall  inure  to  the  benefit  of  the
Mortgagee,  the personal representatives, successors and  assigns
of  the  Mortgagee and all subsequent holders of  this  Mortgage.
All  of the pronouns and relative words herein used shall be read
as  if  written in the same gender as the Mortgage  so  requires.
The  masculine shall also mean the feminine and neuter, and  vice
versa,  and  the singular shall mean the plural, and vice  versa,
whenever  the  context of this Mortgage shall  so  require.   All
covenants,  agreements,  obligations  and  liabilities   of   the
Mortgagor  hereunder,  if  more than  one,  shall  be  joint  and
several.

      24.   The  Mortgagee  may  charge  the  Mortgagor  and  the
Mortgagor  agrees  to  pay reasonable fees (including  reasonable
attorney's fees) and costs and expenses incurred by the Mortgagee
in  obtaining  tax searches and proper bills (where realty  taxes
are budgeted herein) and its services in processing any ownership
transfers  on  its records, fire loss payments, substitutions  of
bondsmen,    releases,   modifications,   extensions,   consents,
easements,    special    agreements,    assignments,    reduction
certificates, and satisfactions of mortgage.  At the  Mortgagee's
option, charges for these items, as well as late charges provided
for  in Paragraph 16 above, may be deducted from the funds in the
budget account provided for in Paragraph 15 above.

      25.   No mortgage, liens, or judgments, other than the lien
of  this  first Mortgage, shall be placed or allowed  against  or
encumber the Mortgaged Premises, and if so placed, at the  option
of  the Mortgagee, the unpaid principal and interest shall become
immediately due and payable.

     26.  Prepayment.

      (a)   During  the  initial five  (5)  year  term  of  this
Mortgage,  Mortgagor may prepay the Indebtedness in whole,  upon
thirty  (30)  days  advance  written notice  to  the  Mortgagee,
provided that additionally there shall be paid as a premium  for
the privilege of so prepaying, an amount equal to the following:

          (i)  Five percent (5%) of the outstanding Principal if
prepayment occurs during the first (1st), second (2nd), or third
(3rd) years of this Mortgage;

          (ii) Four percent (4%) of the outstanding Principal if
prepayment occurs during the fourth (4th) year of this Mortgage;

          (iii)     Three percent (3%) of the outstanding
Principal if prepayment occurs during the fifth (5th) year of
this Mortgage;

          (iv) Two percent (2%) of the outstanding Principal if
prepayment occurs during the sixth (6th) year of this Mortgage;
and

          (v)  One percent (1%) of the outstanding Principal if
prepayment occurs during the seventh (7th) year of this Mortgage.

     (b)   Upon the expiration of the seventh (7th) year of this
Mortgage, in the event that the interest rate is adjusted to the
One-Year ARM Rate in accordance with the provisions of paragraph
1(a) of the Note, then Mortgagor may prepay the Indebtedness  in
whole  upon  thirty  (30) days advance  written  notice  to  the
Mortgagee at any time during the remaining term of this Mortgage
without any prepayment premium.

     (c)   Upon the expiration of the seventh (7th) year of this
Mortgage, in the event that the interest rate is adjusted to the
Adjusted  Fixed  Rate  in  accordance  with  the  provisions  of
paragraph  1(b)  of  the  Note, then Mortgagor  may  prepay  the
Indebtedness  in  whole upon thirty (30)  days  advance  written
notice  to the Mortgagee provided that additionally there  shall
be  paid  as  a  premium for the privilege of so  prepaying,  an
amount equal to the following:

           (i)  Five percent (5%) of the outstanding Principal if
prepayment occurs during the eighth (8th) year of this Mortgage;

           (ii) Four percent (4%) of the outstanding Principal if
prepayment occurs during the ninth (9th) year of this Mortgage;

            (iii)      Three  percent  (3%)  of  the  outstanding
Principal  if prepayment occurs during the tenth (10th)  year  of
this Mortgage;

           (iv) Two percent (2%) of the outstanding Principal  if
prepayment  occurs  during  the  eleventh  (11th)  year  of  this
Mortgage; and

           (v)  One percent (1%) of the outstanding Principal  if
prepayment  occurs  during  the  twelfth  (12th)  year  of   this
Mortgage.



     (d)   For the purpose of calculating the prepayment premium
as  provided  in this paragraph, the first (1st)  year  of  this
Mortgage  shall commence on the date of this Mortgage and  shall
expire  at  11:59  P.M.  on the day prior  to  the  first  (1st)
anniversary of the first (1st) day of the month after the  month
in  which this Mortgage is dated, unless this Mortgage is  dated
the first (1st) day of the month, in which event the first (1st)
year  of  this Mortgage shall expire at 11:59 P.M.  on  the  day
prior  to  the  first  (1st) anniversary of  the  date  of  this
Mortgage.   Each year of this Mortgage thereafter in  succession
shall commence on the expiration of the first (1st) year of this
Mortgage and on the annual anniversary of the day following  the
date  of  expiration of the first (1st) year of  this  Mortgage,
respectively; and the use of the term "month" shall refer to and
mean  a  regular  calendar month.  The above prepayment  premium
shall also be due and payable in the event of an acceleration of
payment  of  the  principal balance of  this  Mortgage  after  a
default pursuant to the terms of this Mortgage or the Note.

    (e)   No  prepayment premium shall apply to  any  involuntary
prepayment of the Indebtedness.

      27.  If any of the following events occurs with respect  to
Mortgagor or any other party primarily or secondarily liable  for
any  of  the  Mortgagor's obligations to  Mortgagee,  present  or
future,  if  any,  or  with  respect to any  general  partner(s),
shareholder(s),  or  member(s)  of  Mortgagor,   if   applicable,
(collectively  with  the Mortgagor hereafter  in  this  paragraph
referred   to  as  "them"),  to  wit:  dissolution;  liquidation;
insolvency;  assignment for the benefit of creditors;  calling  a
meeting of creditors; appointment of a committee of creditors  or
liquidating  agent;  offer  of  a  composition  or  extension  to
creditors;  making, or sending notice of, a bulk sale  except  in
the  ordinary  course of business; suspension  of  payment  as  a
result  of  bankruptcy; commencement of any proceeding,  suit  or
action  (at  law or in equity, or under any of the provisions  of
the Bankruptcy Code, as amended) for reorganization, composition,
extension,   arrangement,   wage   earner   plan,   receivership,
liquidation   or  dissolution,  by  or  against  any   of   them;
appointment  of  or  application  for  a  receiver,  conservator,
rehabilitator or similar officer or committee for any of them  or
any  property  of  any of them; commencement of  any  proceedings
supplementary to execution relating to any judgment  rendered  in
bankruptcy  against  any  of them, then all  obligations  of  the
Mortgagor,  pursuant  to  the Note and  this  Mortgage,  although
otherwise  unmatured  or  contingent,  shall,  forthwith   became
absolute  and  due  and  payable without  any  notice  or  demand
whatsoever,  at  the  Default Rate as defined  in  Paragraph  31,
below.

      28.  Mortgagor agrees that, in the event that Mortgagor  or
any  of  the persons or parties constituting Mortgagor shall  (i)
file  with any bankruptcy court of competent jurisdiction  or  be
the  subject of any petition under Title 11 of the United  States
Bankruptcy  Code,  as amended ("Bankruptcy Code"),  (ii)  be  the
subject of any order for relief issued under the Bankruptcy Code,
(iii)  file  or  be  the  subject of  any  petition  seeking  any
reorganization,    arrangement,    composition,     readjustment,
liquidation, dissolution or similar relief under any  present  or
future  relief for debtors, (iv) have sought or consented  to  or
acquiesced   in   the  appointment  of  any  trustee,   receiver,
conservator  or liquidator, or (v) be the subject of  any  order,
judgment or decree entered by any court of competent jurisdiction
approving a petition filed against such party for any dissolution
or  similar relief under any present or future federal  or  state
act  or  law  relating to bankruptcy, insolvency  or  relief  for
debtors,  Mortgagee  shall thereupon be  entitled  and  Mortgagor
irrevocably  consents to immediate and unconditional relief  from
any automatic stay imposed by Section 362 of the Bankruptcy Code,
or  otherwise,  on  or against the exercise  of  the  rights  and
remedies otherwise available to Mortgagee as provided for herein,
in  the Note, or in any of the other loan documents delivered  in
connection  herewith,  and  as otherwise  provided  by  law,  and
Mortgagor hereby irrevocably waives any right to object  to  such
relief  and  will  not  contest any motion by  Mortgagee  seeking
relief from the automatic stay.

     29.  Mortgagor represents that there are no material changes
in its financial position since the date of the financial records
submitted  to  the  Mortgagee at the  time  it  applied  for  the
mortgage  loan  proceeds  and that it  is  not  affected  by  any
insolvency proceedings.  A breach of the representations of  this
paragraph  shall  be  deemed material and a  default  under  this
Mortgage.

      30.  If any part of this Mortgage shall be contrary to  the
laws of the State where the Mortgaged Premises is located or  any
other  State having jurisdiction, then such invalidity shall  not
invalidate the other parts of this Mortgage.  If any provision of
this  Mortgage is determined to be in violation of any applicable
law, or otherwise determined to be invalid and unenforceable,  it
shall  automatically be severed from the remaining terms of  this
Mortgage  which shall be read without such invalid  or  violative
provision,  and the remaining terms shall continue in full  force
and effect.

      31.   If Mortgagee declares acceleration in accordance with
the  terms  of  this Mortgage or any of the Lien  Instruments  or
institutes  legal  proceedings  to  enforce  this  Mortgage   and
Mortgagee's rights pursuant thereto, or to foreclose the lien  of
this  Mortgage, Mortgagor agrees that interest shall accrue  from
the  date  of said default or defaults (notwithstanding that  the
date  of  acceleration or notice may be later than  the  date  of
default)  at the rate per annum of sixteen percent (16.00%),  but
in  no  event in excess of the applicable usury rate with respect
to Mortgagor ("Default Rate"), until said default is corrected or
the  Indebtedness is paid in full (including after entry of final
judgment  and  so  long  as any portion of the  judgment  remains
unpaid).   Interest at the Default Rate shall also apply  to  any
advances  made by Mortgagee to preserve and protect the  security
of  this Mortgage and any fees and/or expenses from the date paid
by  Mortgagee as described in Paragraph 11 and Paragraph  25  and
elsewhere  in this Mortgage.  If, upon acceleration, the  Default
Rate as calculated pursuant to this paragraph is in excess of the
applicable usury rates, then, in that event, the rate of interest
shall  be  automatically reduced to the maximum permissible  rate
applicable to Mortgagor, and any sums which might have been  paid
at  a  rate  in excess of the maximum permissible rate  shall  be
automatically  deemed to have been paid in error and  applied  in
reduction of the outstanding Principal.

      32.   Mortgagor  covenants and represents that  all  leases
affecting the Mortgaged Premises are subordinate in all terms  to
the lien of this Mortgage and to the lien of the Lien Instruments
and  that  breach of this paragraph shall constitute  a  material
breach under this Mortgage.

      33.   Mortgagor  shall  comply with all  laws,  ordinances,
regulations,  and requirements of any governmental  or  municipal
authority  having jurisdiction over the Mortgaged  Premises,  and
agrees  that  it  shall  forward to Mortgagee  any  notices  that
Mortgagor may receive from any governmental department or  agency
claiming jurisdiction over the Mortgaged Premises.

      34.  A.   Mortgagor shall, and shall cause others to, carry
on the business and operations of the Mortgaged Premises so as to
comply   and   remain   in   compliance  with,   all   applicable
Environmental  Laws, which, for purposes of this document,  means
any  federal, state or local law (whether imposed by statute,  or
administrative  or  judicial  order,  or  common  law),  now   or
hereafter enacted, governing health, safety, industrial  hygiene,
the  environment or natural resources, or Hazardous Materials (as
defined  herein),  including, such laws governing  or  regulating
storage tanks or the use, generation, storage, removal, recovery,
treatment, handling, transport, disposal, control, discharge  of,
or  exposure  to,  Hazardous Materials.   For  purposes  of  this
document,  Hazardous  Materials means (a) petroleum  or  chemical
products,  whether  in  liquid, solid, or gaseous  form,  or  any
fraction    or    by-product    thereof,    (b)    asbestos    or
asbestos-containing  materials,  (c)  polychlorinated   biphenyls
(pcbs),  (d)  radon gas, (e) underground storage tanks,  (f)  any
explosive  or  radioactive substances,  (g)  lead  or  lead-based
paint,  or  (h) any other substance, material, waste  or  mixture
which is or shall be listed, defined, or otherwise determined  by
any  governmental authority to be hazardous, toxic, dangerous  or
otherwise regulated, controlled or giving rise to liability under
any  Environmental  Laws.  Mortgagor has, and  will  continue  to
have,   all   necessary  federal,  state,  and  local   licenses,
certificates  and permits relating to the Mortgaged Premises  and
its  facilities, business, operations, and leaseholds, and it  is
in  compliance with all Environmental Laws.  No operations  which
involve  the  generation, manufacture, refining,  transportation,
treatment, storage, or handling of Hazardous Materials, above  or
below  ground,  have been or will be carried on at the  Mortgaged
Premises  and no discharge of any such substance has occurred  on
the Mortgaged Premises.

           B.   At any time while any amount is outstanding under
the  Note  and  this Mortgage, upon reasonable  suspicion  of  an
environmental  condition,  violation or  problem,  Mortgagee  may
require that Mortgagor, at Mortgagor's expense and within  thirty
(30) days after notice from Mortgagee, promptly cause such tests,
inspections  and/or procedures to be conducted by a  professional
engineering firm or others for the purpose of ensuring compliance
with  all  Environmental Laws, and having the Mortgaged  Premises
certified   to   Mortgagee  as  such.   Without   limitation   of
Mortgagee's rights, (i) Mortgagee shall retain the right to enter
onto  the  Mortgaged Premises and cause such tests,  inspections,
and/or  procedures  to  be  conducted and  having  the  Mortgaged
Premises  certified  to Mortgagee, as such;  and  (ii)  Mortgagee
shall  have the right, but not the obligation, to enter onto  the
Mortgaged  Premises or to take such other actions as is necessary
or  advisable to test, cleanup, remove, resolve, or minimize  the
impact  of, any environmental condition which, in the opinion  of
Mortgagee,  could  jeopardize or affect its collateral  security.
All  costs and expenses incurred by Mortgagee in the exercise  of
any such rights will be payable by Mortgagor upon demand and will
be  secured  by  this  Mortgage  and  other  collateral  held  by
Mortgagee, and repayment of all such costs and expenses  incurred
by Mortgagee shall survive repayment of the Note and satisfaction
of this Mortgage.

      35.   Upon any sale, transfer or conveyance of all  or  any
part  of  the  Mortgaged Premises, or any interest  therein,  the
Mortgagee  may  accelerate the payment  of  the  entire  Mortgage
Indebtedness,  and  demand  immediate payment  thereof  in  full.
Further,  it  is  agreed  as follows:   (i)   that  the  control,
management  and  operation  of the Mortgagor  by  Spring  Village
Holdings, Inc., a New Jersey corporation (the "Corporate  General
Partner") is a material inducement to the Mortgagee to  make  the
loan  evidenced  by the Note and secured by this  Mortgage;  (ii)
that  the  control  of the Corporate General Partner  by  Bartram
Holdings, Inc., a Delaware corporation ("Bartram") is a  material
inducement  to  the Mortgagee to make the loan evidenced  by  the
Note  and  secured by this Mortgage; (iii) that  the  control  of
Bartram by Harry J. Santoro (as used in this paragraph only,  the
"Controlling  Principal")  is  a  material  inducement   to   the
Mortgagee  to make the loan evidenced by the Note and secured  by
this  Mortgage;  and  (iv)  that  the  control,  management   and
operation of the Premises by others, who or which do not, in  the
Mortgagee's  sole and absolute opinion, possess the business  and
managerial acumen or experience of the Corporate General Partner,
Bartram,  and the Controlling Principal, will seriously  endanger
the  status of the Premises and the security represented  by  the
Mortgage.   Accordingly,  the entire  Indebtedness  shall  become
immediately  due and payable, at the option of the Mortgagee,  at
any  time:  (i)  the  control, management, or  operation  of  the
Mortgaged  Premises, or any part thereof, is transferred  to  any
individual or entity other than the Corporate General Partner; or
(ii)  the control of the Corporate General Partner is transferred
to  any  individual or entity other than Bartram;  or  (iii)  the
control  of  Bartram is transferred to any individual  or  entity
other than the Controlling Principal.

     Notwithstanding  the foregoing, transfers  of  interests  in
Mortgagor,  Corporate  General Partner, or Bartram  to  immediate
family members, existing partners or shareholders, trusts for the
benefit  of themselves and/or members of their families, existing
partners or shareholders, or entities comprised of same,  and  by
operation of law, shall be permitted without the prior consent of
the  Mortgagee, provided the loan is not in default, declared  or
undeclared.

      Transfer of the Mortgaged Premises to a corporation  formed
for  the  purpose  of cooperative ownership shall  be  absolutely
prohibited.

      36.  The Note, this Mortgage and all agreements executed in
connection  herewith  shall be construed in accordance  with  and
governed by the laws of the State where the Mortgaged Premises is
located,  notwithstanding any rules regarding  the  conflicts  of
laws.

      37.  All notices hereunder shall be in writing and shall be
sufficiently  given for all purposes when sent by  regular  first
class mail, to any party hereto at its address on the cover  page
or  at  such  other address of which it shall have  notified  the
party  giving  such  notice in writing  in  accordance  with  the
foregoing   requirements.   Any  such  notice  shall  be   deemed
effective upon the date it is mailed.

      38.  The Mortgagor consents to the personal jurisdiction of
the  courts  of  the  State in which the  Mortgaged  Premises  is
located,  and consents that it may be served with process  within
or  without  said  State  as though it were  a  domiciliary,  and
according  to the laws of said State, in any action or proceeding
involving  the  Mortgagee and the Mortgagor.  IN  ANY  ACTION  OR
PROCEEDING  INVOLVING  THE  MORTGAGEE  AND  THE  MORTGAGOR,   THE
MORTGAGOR HEREBY WAIVES:  (I) ANY AND ALL RIGHT TO TRIAL BY JURY;
AND  (II)  ANY  AND  ALL  RIGHT  TO ASSERT  AFFIRMATIVE  DEFENSES
RELATING TO ANY STATUTES OF LIMITATIONS OR CLAIMS OF LACHES.

      39.   Notwithstanding the provisions of Paragraph 15 hereof
to the contrary, Mortgagee shall not escrow for the annual hazard
and  other  insurance premiums on policies of  hazard  and  other
insurance provided Mortgagor pays such premiums on a timely basis
and  in a satisfactory manner.  Mortgagor covenants that it shall
pay such premiums on a timely basis and provide Mortgagee with  a
certificate or declaration of renewal policies, together  with  a
paid  receipt  for the annual premiums therefor, at least  thirty
(30)  days prior to the expiration of any such policies.  In  the
event  such  premiums are not paid on a timely  basis  and  in  a
satisfactory  manner, in addition to any other  remedy  Mortgagee
may  have  herein,  Mortgagee shall have the  right  to  commence
escrowing  monthly for such premiums together with any deficiency
which may exist for not having previously escrowed therefor.

      40.  The Mortgagee agrees that the promise of the Mortgagor
contained in the Note to pay the Indebtedness, shall be  included
therein for the sole purpose of establishing the existence of the
Indebtedness, that the Mortgagee's source of satisfaction of  the
Indebtedness  shall  be  limited to the Mortgaged  Premises,  the
rents  issues and profits derived therefrom whether collected  or
uncollected,  the  Improvements and the  rights  in  condemnation
awards,  or  eminent  domain awards, and  insurance  policies  or
proceeds therein described; that the Mortgagee will not  seek  to
enforce  out  of any other assets of the Mortgagor or  any  party
constituting  the  Mortgagor any judgment for any  sum  of  money
which is or may be payable under the Note or the Mortgage or  for
the  performance of any of the obligations of the Mortgagor under
the  Note or the Mortgage, or for any deficiency remaining  after
foreclosure  of  the  Mortgage; provided, however,  that  nothing
herein contained shall be deemed to be a release from payment  of
the  Indebtedness, or of the security therefor  intended  by  the
Mortgage  or  any of the Lien Instruments, or shall preclude  the
Mortgagee  from foreclosing the Mortgage in case of  any  default
under  the  Mortgage or the Note, or from enforcing  any  of  its
rights  under  the  Mortgage,  including  but  not  limited   to,
obtaining  the appointment of a receiver or putting  into  effect
the  assignment of leases and rents, issues and profits contained
in  the  Mortgage or any collateral assignment of  leases  and/or
rents.    Notwithstanding  the  foregoing,  the  terms  of   this
paragraph shall automatically terminate, and be deemed  null  and
void  and of no further force or effect if: (i) the Mortgagor  or
owner  of the Mortgaged Premises intentionally impairs the  value
of  the  Mortgaged Premises or jeopardizes the  adequacy  of  the
security created by this Mortgage; or (ii) the Mortgagor or owner
of the Mortgaged Premises encumbers the Mortgaged Premises with a
subordinate mortgage prohibited by the terms of the Note or  this
Mortgage;  or  (iii) noxious, toxic, hazardous or environmentally
unsound  materials,  substances or waste, are  now  or  hereafter
buried, stored, used, placed, incorporated or generated in or  on
the  Mortgaged  Premises;  or (iv)  fraud  is  committed  by  the
Mortgagor,  or  any  of its principals (if  Mortgagor  is  not  a
natural person), against the Mortgagee in the application for the
loan evidenced by the Note, or in the execution or performance of
the Note, this Mortgage or any of the other Lien Instruments;  or
(v) the Mortgagor misappropriates any rent or uses any rent other
than  in  connection  with the Mortgaged Premises;  or  (vi)  the
Mortgagor   misappropriates  the   proceeds   of   insurance   or
condemnation  other than as required by this Mortgage;  or  (vii)
the  Mortgagor  misappropriates security  deposits  held  by  the
Mortgagor pursuant to Leases; or (viii) the Mortgagee incurs  any
cost for the removal of any asbestos, which under existing law is
or  under  future  law  may be required to be  removed  from  the
Mortgaged  Premises.   With respect to the  foregoing  items  (i)
through  (viii), recourse shall be limited to the actual  damages
suffered by the Mortgagee.

      41.  No claim may be made by Mortgagor, any guarantor,  any
specified  person or any other person, against Mortgagee  or  the
affiliates, directors, officers, employees, attorneys  or  agents
of  Mortgagee, for any special, indirect or consequential damages
or,  to  the  fullest extent permitted by law, for  any  punitive
damages in respect of any claim or cause of action (whether based
on  contract,  tort, statutory liability, or  any  other  ground)
based on, arising out of or related to the Note, this Mortgage or
any  of  the  Lien  Instruments or the transactions  contemplated
hereby  or  thereby, or any act, omission or event  occurring  in
connection  herewith or therewith, and Mortgagor (for itself  and
on  behalf  of  each guarantor and each specified person)  hereby
waives,  releases and agrees never to sue upon any claim for  any
such  damages, whether such claim now exists or hereafter arises,
and  whether or not it is now known or suspected to exist in  its
favor.

[     42.   THE  FOLLOWING  PARAGRAPH SETS  FORTH  A  WARRANT  OF
AUTHORITY  FOR  AN  ATTORNEY  TO  CONFESS  JUDGMENT  AGAINST  THE
MORTGAGOR.   IN  GRANTING THIS WARRANT OF  AUTHORITY  TO  CONFESS
JUDGMENT  AGAINST THE MORTGAGOR, THE MORTGAGOR HEREBY  KNOWINGLY,
INTENTIONALLY  AND  VOLUNTARILY, AND ON THE  ADVICE  OF  SEPARATE
COUNSEL  OF MORTGAGOR, UNCONDITIONALLY WAIVES ANY AND ALL  RIGHTS
THE  MORTGAGOR  HAS  OR  MAY  HAVE TO  PRIOR  NOTICE,  EXCEPT  AS
OTHERWISE  PROVIDED HEREIN, AND AN OPPORTUNITY FOR HEARING  UNDER
THE  RESPECTIVE CONSTITUTIONS AND LAWS OF THE UNITED  STATES  AND
THE COMMONWEALTH OF PENNSYLVANIA.

      MORTGAGOR,  FOR THE PURPOSE OF SECURING POSSESSION  OF  THE
MORTGAGED  PREMISES TO MORTGAGEE IN THE EVENT  OF  ANY  EVENT  OF
DEFAULT  UNDER THIS MORTGAGE, IRREVOCABLY AUTHORIZES AND EMPOWERS
ANY  ATTORNEY  OR THE PROTHONOTARY OR CLERK OF ANY COURT  IN  THE
COMMONWEALTH  OF  PENNSYLVANIA, OR  ELSEWHERE,  AS  ATTORNEY  FOR
MORTGAGOR  AS  WELL  AS  FOR ALL PERSONS CLAIMING  UNDER,  BY  OR
THROUGH  MORTGAGOR,  TO  COMMENCE  AN  ACTION  IN  EJECTMENT  FOR
POSSESSION  OF  THE  MORTGAGED  PREMISES  WITHOUT  ANY  STAY   OF
EXECUTION  OR APPEAL, AGAINST MORTGAGOR, AND THEREIN  TO  CONFESS
JUDGMENT FOR THE RECOVERY BY MORTGAGEE OF THE POSSESSION  OF  THE
MORTGAGED  PREMISES FOR WHICH THIS MORTGAGE (OR  A  COPY  THEREOF
VERIFIED BY AFFIDAVIT) SHALL BE SUFFICIENT WARRANT, AND THEREUPON
A  WRIT OF POSSESSION MAY BE ISSUED FORTHWITH, WITHOUT ANY  PRIOR
WRIT,  FORECLOSURE  OR PROCEEDING WHATSOEVER.   MORTGAGOR  HEREBY
RELEASES MORTGAGEE FROM ALL ERRORS AND DEFECTS IN CONNECTION WITH
SUCH JUDGMENT IN CAUSING A WRIT OR WRITS TO BE ISSUED, AND IN ANY
PROCEEDINGS  THEREON CONCERNING THE SAME.  MORTGAGOR AGREES  THAT
NO  WRIT,  ERROR,  APPEAL OR OBJECTION SHALL  BE  MADE  OR  TAKEN
THERETO, PROVIDED THAT MORTGAGEE SHALL HAVE FILED IN SUCH  ACTION
AN AFFIDAVIT OF DEFAULT MADE BY IT OR SOMEONE ON ITS BEHALF.  THE
COMMENCEMENT  AND  OR TERMINATION BY MORTGAGEE HEREUNDER  OF  ANY
PRIOR PROCEEDING SHALL NOT AFFECT MORTGAGEE'S RIGHT TO PURSUE THE
RIGHTS  GRANTED TO IT HEREUNDER.  IN ANY SUCH ACTION, A  COPY  OF
THIS MORTGAGE VERIFIED BY AFFIDAVIT ON BEHALF OF MORTGAGEE MAY BE
FILED  AND  IT SHALL NOT BE NECESSARY TO FILE THE ORIGINAL  AS  A
WARRANT OF ATTORNEY.

      This Mortgage consisting of twenty-one (21) pages, together
with  Schedule  A  consisting of one (1) page, and  a  cover  and
acknowledgment page(s), contains the entire agreement between the
parties and the same cannot be modified or changed except  by  an
instrument  in  writing executed on behalf of the  Mortgagee  and
signed by one of its officers and bearing its official seal.

      Mortgagor hereby acknowledges that it has received, at  the
time  of  execution  of this Mortgage, a true  and  correct  copy
thereof.

      IN WITNESS WHEREOF, this Mortgage has been duly executed by
the undersigned.

                         S.V.G.  PROPERTIES, L.P., a  New  Jersey
                         limited partnership
                         BY:  SPRING  VILLAGE HOLDINGS,  INC.,  a
                              New   Jersey  corporation,  General
                              Partner


                              BY:________________________________
                                   Harry J. Santoro, President

COMMONWEALTH OF PENNSYLVANIA  :

COUNTY OF PHILADELPHIA             :

      BE  IT REMEMBERED, that on this 7th day of November, 2003,
before  me, the subscriber, personally appeared HARRY J. SANTORO,
who, I am satisfied, is the President of SPRING VILLAGE HOLDINGS,
INC., a New Jersey corporation (the "Corporation"), which is  the
General  Partner of S.V.G. PROPERTIES, L.P., a New Jersey limited
partnership   (the  "Limited  Partnership"),  and  thereupon   he
acknowledged  that he signed and delivered the within  instrument
in  his  capacity  as  the President of the  Corporation  in  its
capacity as the General Partner of the Limited Partnership, being
duly authorized to do so.



                              ___________________________________
                              NOTARY PUBLIC



                    CERTIFICATE OF RESIDENCE

      I  certify that the address of the Mortgagee named in  this
Mortgage is 615 Merrick Avenue, Westbury, New York 11590.

                              NEW YORK COMMUNITY BANK



                              By:________________________________
                                   Thomas C. Bonner, Esquire
                                   Agent for Mortgagee