================================================================================


                             PARTICIPATION AGREEMENT

                            dated as of July 14, 2000

                                      among

                                  R.M.E. INC.,
                        as Lessee and Construction Agent

                         THE ROBERT MONDAVI CORPORATION,
                                  as Guarantor

                          LODI 2000 DISTRIBUTION TRUST,
                                 as Lessor Trust

                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                     individually and as Owner Trustee under
                          LODI 2000 DISTRIBUTION TRUST,

                         HARRIS TRUST AND SAVINGS BANK,
               as Agent Certificate Holder and Certificate Holder,

                         HARRIS TRUST AND SAVINGS BANK,
                                   as Lender,

                              BANK OF AMERICA, N.A.
                        as Lender and Certificate Holder

                         HARRIS TRUST AND SAVINGS BANK,
                             as Administrative Agent


                                       and


                       BMO GLOBAL CAPITAL SOLUTIONS, INC.,
                                   as Arranger
                            -------------------------


================================================================================


<PAGE>
<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

SECTION                                                HEADING                                                PAGE

<S>                                                                                                              <C>
Parties...........................................................................................................1

Recitals..........................................................................................................1

ARTICLE I                  DEFINITIONS; INTERPRETATION............................................................2


ARTICLE II                 DOCUMENTATION DATE.....................................................................2

       Section 2.1.        Documentation Date.....................................................................2

ARTICLE III                FUNDING OF ADVANCES....................................................................5

       Section 3.1.        Advances...............................................................................5
       Section 3.2.        Certificate Holders' Commitments.......................................................6
       Section 3.3.        Lenders' Commitments...................................................................6
       Section 3.4.        Procedures for Advances................................................................6
       Section 3.5.        Interest Rate; Yield Rate..............................................................7
       Section 3.6.        Interest Period Selection/Continuation/Conversion Elections............................7
       Section 3.7.        Voluntary Commitment Terminations......................................................8

ARTICLE IV                 YIELD; INTEREST; FEES..................................................................8

       Section 4.1.        Yield..................................................................................8
       Section 4.2.        Interest on Loans......................................................................9
       Section 4.3.        Prepayments............................................................................9
       Section 4.4.        Fees..................................................................................10
       Section 4.5.        Place and Manner of Payments..........................................................10
       Section 4.6.        Pro Rata Treatment....................................................................11
       Section 4.7.        Sharing of Payments...................................................................11
       Section 4.9.        Certain Rights of Lenders.............................................................12

ARTICLE V                  CERTAIN INTENTIONS OF THE PARTIES.....................................................12

       Section 5.1.        Nature of Transaction.................................................................12
       Section 5.2.        Amounts Due Under the Lease...........................................................13

ARTICLE VI                 CONDITIONS PRECEDENT:  ACQUISITION DATE; FUNDING DATES................................14

       Section 6.1.        Acquisition Date......................................................................14
       Section 6.2.        Funding Dates.........................................................................18
       Section 6.3.        Conditions to Completion Date.........................................................19

ARTICLE VII                DISTRIBUTIONS.........................................................................20

       Section 7.1.        Basic Rent............................................................................20

</TABLE>
                                      -i-
<PAGE>
<TABLE>
<CAPTION>


<S>                                                                                                             <C>
       Section 7.2.        Purchase Payments by the Lessees......................................................20
       Section 7.3.        Payment of Maximum Recourse Amounts...................................................21
       Section 7.4.        Sales Proceeds of Remarketing of the Property.........................................21
       Section 7.5.        Supplemental Rent.....................................................................22
       Section 7.6.        Distribution of Payments after Lease Event of Default.................................22
       Section 7.7.        Casualty and Condemnation Amounts.....................................................24
       Section 7.8.        Certain Interim Lease Term Payments...................................................24
       Section 7.9.        Other Payments........................................................................27
       Section 7.10.       Order of Application..................................................................28
       Section 7.11.       Payments to Account...................................................................28

ARTICLE VIII               REPRESENTATIONS.......................................................................28

       Section 8.1.        Representations of the Participants...................................................28
       Section 8.2.        Representations of the Lessee and the Guarantor.......................................28
       Section 8.3.        Representations with Respect to each Funding Date and the Acquisition
                               Date..............................................................................34
       Section 8.4.        Warranties and Representations of the Owner Trustee...................................34
       Section 8.5.        Warranties and Representations of the Lessor Trust....................................36

ARTICLE IX                 PAYMENT OF CERTAIN EXPENSES...........................................................37

       Section 9.1.        Transaction Expenses..................................................................37
       Section 9.2.        Brokers' Fees and Stamp Taxes.........................................................38
       Section 9.3.        Loan Agreement and Related Obligations................................................38

ARTICLE X                  OTHER COVENANTS AND AGREEMENTS........................................................38

       Section 10.1.       Affirmative Covenants of Lessee and the Guarantor.....................................38
       Section 10.2.       Negative Covenants of Lessee and the Guarantor........................................41

ARTICLE XI                 RENEWALS; REPLACEMENT OF PARTICIPANTS.................................................43

       Section 11.1.       Extensions of Maturity Date and Expiration Date; Replacement of
                               Participants......................................................................43
       Section 11.2.       Replacement of Defaulting Participant.................................................45

ARTICLE XII                TRANSFERS OF PARTICIPANTS' INTERESTS..................................................45

       Section 12.1.       Assignments...........................................................................45
       Section 12.2.       Participations........................................................................46
       Section 12.3.       Withholding Taxes; Disclosure of Information; Pledge Under Regulation A...............46

ARTICLE XIII               INDEMNIFICATION.......................................................................47

       Section 13.1.       General Indemnification...............................................................47
       Section 13.2.       End of Term Indemnity.................................................................49
       Section 13.3.       Environmental Indemnity...............................................................51
       Section 13.4.       Proceedings in Respect of Claims......................................................52
</TABLE>
                                      -ii-
<PAGE>
<TABLE>
<CAPTION>


      <S>                                                                                                        <C>
       Section 13.5.       General Tax Indemnity.................................................................53
       Section 13.6.       Indemnity Payments in Addition to Lease Obligations...................................56
       Section 13.7.       Eurodollar Rate Lending Unlawful......................................................56
       Section 13.8.       Deposits Unavailable..................................................................57
       Section 13.9.       Increased Costs, etc..................................................................57
       Section 13.10.      Funding Losses........................................................................59
       Section 13.11.      Capital Adequacy......................................................................59

ARTICLE XIV                THE AGENT CERTIFICATE HOLDER..........................................................60

       Section 14.1.       Appointment and Authorization.........................................................60
       Section 14.2.       Delegation of Duties..................................................................61
       Section 14.3.       Agent Certificate Holder and Affiliates...............................................61
       Section 14.4.       Action by Agent Certificate Holder....................................................61
       Section 14.5.       Consultation with Experts.............................................................61
       Section 14.6.       Exculpatory Provisions................................................................61
       Section 14.7.       Reliance on Communications............................................................61
       Section 14.8.       Notice of Default.....................................................................62
       Section 14.9.       Non-Reliance on Agent Certificate Holder and Other Participants.......................62
       Section 14.10.      Indemnification.......................................................................63
       Section 14.11.      Failure to Act........................................................................63
       Section 14.12.      Resignation and Removal...............................................................63
       Section 14.13.      Distributions.........................................................................64
       Section 14.14.      Rights of Lessee......................................................................64

ARTICLE XV                 MISCELLANEOUS.........................................................................65

       Section 15.1.       Survival of Agreements................................................................65
       Section 15.2.       No Broker, Etc........................................................................65
       Section 15.3.       Notices...............................................................................65
       Section 15.4.       Counterparts..........................................................................65
       Section 15.5.       Amendments, Etc.......................................................................66
       Section 15.6.       Headings, Etc.........................................................................67
       Section 15.7.       Parties in Interest...................................................................67
       Section 15.8.       GOVERNING LAW.........................................................................67
       Section 15.9.       Severability..........................................................................67
       Section 15.10.      Liability Limited.....................................................................67
       Section 15.11.      Further Assurances....................................................................68
       Section 15.12.      SUBMISSION TO JURISDICTION............................................................68
       Section 15.13.      Setoff................................................................................68
       Section 15.14.      No Participant Responsible for Other Participants.....................................69
       Section 15.15.      Recourse during Construction; Construction Agency Agreement...........................69
       Section 15.16.      No Recourse to Owner Trustee; Agent Certificate Holder; Certificate
                               Holders...........................................................................69

</TABLE>
                                     -iii-
<PAGE>
Appendix A          --       Definitions
Schedule I          --       Commitments
Schedule II         --       Notice Information, Wire Instructions and Funding
                             Offices


Exhibit A-1         --       Form of Legal Opinion of In-House Counsel to Lessee
Exhibit A-2         --       Form of Legal Opinion of Farella, Braun and Martel
Exhibit A-3         --       Form of Legal Opinion of Ray, Quinney & Nebeker
Exhibit B           --       Form of Funding Request
Exhibit C           --       Form of Interest Period
                             Selection/Continuation/Conversion Notice
Exhibit D-1         --       Form of Officer's Certificate - Lessee/Guarantor
Exhibit D-2         --       Form of Secretary's Certificate - Lessee/Guarantor
Exhibit D-3         --       Form of Officer's Certificate - Owner Trustee
Exhibit D-4         --       Form of Secretary's Certificate- Owner Trustee
Exhibit D-5         --       Form of Responsible Officer's Certificate
                             - Lessee/Guarantor
Exhibit E           --       Intentionally Omitted
Exhibit F           --       Form of Assignment Agreement
Exhibit G           --       Form of Local Counsel Opinion
Exhibit H           --       Form of Completion Certificate
Exhibit I           --       Form of Construction Agency Agreement
Exhibit J           --       Form of Construction Agency Agreement Assignment
Exhibit K           --       Form of Construction Documents Assignment
Exhibit L           --       Intentionally Omitted
Exhibit M           --       Form of Compliance Certificate

                                      -iv-
<PAGE>

                             PARTICIPATION AGREEMENT


         THIS PARTICIPATION AGREEMENT (this "Participation Agreement"), dated as
of July 14, 2000, is entered into by and among R.M.E., INC., a California
corporation, as the Lessee and Construction Agent (in its capacity as lessee,
the "Lessee" and in its capacity as Construction Agent, the "Construction
Agent"); THE ROBERT MONDAVI CORPORATION, a California corporation, as Guarantor
(the "Guarantor"); LODI 2000 DISTRIBUTION TRUST, a grantor trust, as the Lessor
Trust (the "Lessor Trust"); FIRST SECURITY BANK, NATIONAL ASSOCIATION, a
national banking association, individually as set forth herein and as Trustee
under the Lessor Trust ("Owner Trustee"); HARRIS TRUST AND SAVINGS BANK, an
Illinois banking corporation, and Bank of America, N.A., a national banking
association each as a Certificate Holder (together with any permitted successors
and assigns thereto, each a "Certificate Holder" and collectively the
"Certificate Holders"); HARRIS TRUST AND SAVINGS BANK, as Agent Certificate
Holder for the Certificate Holders (in such capacity, the "Agent Certificate
Holder"); HARRIS TRUST AND SAVINGS BANK, an Illinois banking organization
("Harris") and Bank of America, N.A., a national banking association, and the
other various financial institutions as are or may from time to time become
lenders (the "Lenders") under the Loan Agreement; Harris Trust and Savings Bank,
as Administrative Agent (in such capacity, the "Administrative Agent") for the
Lenders; and BMO GLOBAL CAPITAL SOLUTIONS, INC., a Delaware corporation, as
Arranger (in such capacity, the "Arranger").


                                   WITNESSETH:

         WHEREAS, on each Acquisition Date, the Lessor Trust will either (a)
purchase from one or more third parties designated by the Construction Agent, or
(b) lease pursuant to a ground lease, parcels of Land, together with any
Improvements thereon;

         WHEREAS, the Lessee, as Construction Agent will construct Improvements
or additional Improvements on such Land which will be the property of the Lessor
Trust and will become part of the Property;

         WHEREAS, the Lessor Trust desires to lease each respective Property to
the Lessee, and the Lessee desires to lease each respective Property from the
Lessor Trust;

         WHEREAS, the Certificate Holders are willing to provide a portion of
the funding of the costs of the acquisition of the Land, all Improvements
thereon and the construction of additional Improvements;

         WHEREAS, the Lenders are willing to provide the remaining portion of
the funding of the costs of the acquisition of the Land, all Improvements
thereon and the construction of additional Improvements; and

         WHEREAS, to secure such financing (a) the Certificate Holders will have
the benefit of (i) the Guaranty from the Guarantor and (ii) a first priority
Lien on the Property and (b) the Lenders will have the benefit of (i) the
Guaranty from the Guarantor, (ii) a Lien on the Agent Certificate Holder's
right, title and interest in the Property, and (iii) an assignment of certain of
the Agent Certificate Holder's rights against the Lessee under the Lease and
against the Construction Agent under the Construction Agency Agreement;


                                       -1-
<PAGE>


         NOW THEREFORE, in consideration of the mutual agreements contained in
this Participation Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


                                    ARTICLE I

                           DEFINITIONS; INTERPRETATION

         Unless the context shall otherwise require, capitalized terms used and
not defined herein shall have the meanings assigned thereto in Appendix A hereto
for all purposes hereof (as such Appendix A may be amended, supplemented,
amended and restated or otherwise modified from time to time, "Appendix A to
this Participation Agreement"); and the rules of interpretation set forth in
Appendix A to this Participation Agreement shall apply to this Participation
Agreement.


                                   ARTICLE II

                               DOCUMENTATION DATE

         Section 2.1. Documentation Date. The Documentation Date (the
"Documentation Date") shall be deemed to have occurred and all rights and
obligations of the parties to the Operative Documents (each subject to any
conditions specified therein) shall be in effect, upon satisfaction or waiver of
each of the following conditions precedent:

         (a) Participation Agreement. This Participation Agreement shall have
been duly authorized, executed and delivered by the parties hereto.

         (b) Master Lease. The Master Lease shall have been duly authorized,
executed and delivered by the parties thereto.

         (c) Construction Agency Agreement. The Construction Agency Agreement
shall have been duly authorized, executed and delivered by the parties thereto.

         (d) Construction Agency Agreement Assignment; Construction Documents
Assignment. The Construction Agency Agreement Assignment and the Construction
Documents Assignment shall have been duly authorized, executed and delivered by
the parties thereto.

         (e) Loan Agreement and Notes. The Loan Agreement and each Lender's Note
shall have been duly authorized, executed and delivered by the parties thereto.


                                       -2-
<PAGE>

         (f) Assignment of Lease and Rent. The Assignment of Lease and Rent
shall have been duly authorized, executed and delivered by the Lessor Trust, as
assignor, to the Administrative Agent, as assignee, and the Assignment of Lease
and Rent shall have been consented to and acknowledged by the Lessee.

         (g) Guaranty. The Guaranty shall have been duly authorized, executed
and delivered by the Guarantor.

         (h) Trust Agreement. The Trust Agreement and each Certificate shall
have been duly authorized, executed and delivered by the parties thereto.

         (i) Fees. The Administrative Agent, Arranger and each Participant, as
applicable, shall have received all fees then due and payable pursuant to
Section 4.4.

         (j) Certain Transaction Expenses. Chapman and Cutler, as counsel for
the Agent Certificate Holder and Administrative Agent, shall have received, to
the extent then invoiced, payment in full in cash of all Transaction Expenses
payable to such counsel pursuant to Section 9.1.

         (k) Corporate Documents; Certificates; Acceptance Letter. The Lessee
and the Guarantor shall have delivered, or shall each have caused to be
delivered, to the Administrative Agent, the Agent Certificate Holder, each
Lender and each Certificate Holder the following:

                  (i) Articles of Incorporation; Articles of Organization.
         Copies of its articles of incorporation or articles of organization, as
         the case may be, certified to be true and complete as of a recent date
         by the appropriate governmental authority of the jurisdiction of their
         respective incorporation or existence.

                  (ii) Resolutions. Copies of resolutions or other authority
         documentation of their respective Board of Directors approving and
         adopting the Operative Documents, the transactions contemplated therein
         and authorizing execution and delivery thereof, certified by a
         secretary or assistant secretary as of the Documentation Date to be
         true and correct and in full force and effect as of such date and
         evidence of corporate authority of the Guarantor and the Lessee with
         respect to the Operative Documents and the transactions contemplated
         therein.

                  (iii) Bylaws. A copy of Lessee's and the Guarantor's bylaws
         certified by its secretary or assistant secretary as of the
         Documentation Date to be true and correct and in full force and effect
         as of such date.

                  (iv) Good Standing. Copies of certificates of good standing,
         existence or its equivalent, certified as of a recent date by the
         appropriate governmental authorities of the jurisdiction of its
         incorporation or existence, for Lessee and the Guarantor.


                                       -3-
<PAGE>

                  (v) Opinions of Counsel. Opinions of counsel for Lessee and
         the Guarantor addressed to the Administrative Agent, the Agent
         Certificate Holder, the Lessor Trust, the Owner Trustee, each of the
         Lenders and each of the Certificate Holders, covering the matters set
         forth respectively in Exhibits A-1 and A-2.

                  (vi) Officer's and Secretary's Certificate. An Officer's
         Certificate substantially in the form of Exhibit D-1, dated the
         Documentation Date and Secretary's Certificate substantially in the
         form of Exhibit D-2, dated the Documentation Date.

     (l) Corporate Documents; Certificates; Acceptance Letter. The Owner Trustee
shall have delivered,  or shall have caused to be delivered to each of the other
parties hereto the following:

                  (i) Articles of Incorporation. Copies of its articles of
         incorporation or charter documents, certified to be true and complete
         as of a recent date by the appropriate governmental authority of the
         state of its incorporation.

                  (ii) Resolutions. Copies of resolutions of its Board of
         Directors approving and adopting the Operative Documents, the
         transactions contemplated therein and authorizing execution and
         delivery thereof, certified by its secretary or assistant secretary as
         of the Documentation Date to be true and correct and in full force and
         effect as of such date.

                  (iii) Bylaws. A copy of its bylaws certified by its secretary
         or assistant secretary as of the Documentation Date to be true and
         correct and in full force and effect as of such date.

                  (iv) Good Standing. Copies of certificates of good standing,
         existence or its equivalent, certified as of a recent date by the
         appropriate governmental authorities of the state of its incorporation.

                  (v) Opinions of Counsel. An opinion of Ray, Quinney & Nebeker,
         counsel for the Owner Trustee and the Lessor Trust addressed to each of
         the parties hereto, covering the matters set forth in Exhibit A-3.

                  (vi) Officer's and Secretary's Certificate. An Officer's
         Certificate substantially in the form of Exhibit D-3, dated the
         Documentation Date and Secretary's Certificate substantially in the
         form of Exhibit D-4, dated the Documentation Date.

         (m) Representations and Warranties. On the Documentation Date, the
representations and warranties of each of the parties hereto contained in
Sections 8.1, 8.2, 8.4 and 8.5 shall be true and correct in all material
respects as though made on and as of such date, except to the extent such
representations or warranties relate solely to an earlier date, in which case
such representations and warranties shall have been true and correct in all
material respects on and as of such earlier date.


                                       -4-
<PAGE>

         (n) No Default. No Default or Event of Default shall have occurred and
be continuing on the Documentation Date unless such Default or Event of Default
shall have been waived in accordance with the Operative Documents.

         (o) Governmental Approvals. All Governmental Actions required by any
Requirement of Law for the purpose of authorizing Lessee, the Guarantor, the
Agent Certificate Holder, Owner Trustee, Lessor Trust, the Administrative Agent
and each Participant to enter into the Operative Documents shall have been
obtained or made and be in full force and effect.

All documents and instruments required to be delivered pursuant to this Section
2.1 shall be delivered at the offices of Chapman and Cutler, 111 West Monroe
Street, Chicago, Illinois 60603 or at such other location as may be determined
by the Agent Certificate Holder and the Administrative Agent and in such numbers
as shall be reasonably requested by the Administrative Agent.


                                   ARTICLE III

                               FUNDING OF ADVANCES

     Section 3.1.  Advances.  Subject to the  conditions  and terms hereof,  the
Agent  Certificate  Holder and Lessor Trust shall take the following  actions at
the  written  request  of the  Construction  Agent  (or in the case of  Improved
Properties,  at the request of Lessee)  from time to time during the  Commitment
Period:

         (a) the Agent Certificate Holder shall make Advances (out of funds
provided by the Certificate Holders and the Lenders) for the purpose of
financing the acquisition of the Land or a leasehold interest therein (and any
existing Improvements thereon), the acquisition of Improved Properties, the
Construction of Improvements on Uncompleted Properties in accordance with the
Plans and Specifications therefor and the payment of Transaction Expenses
incurred in connection with the foregoing, and the proceeds of such Advances
shall be made directly to the Lessee with respect to Improved Properties and to
the Construction Agent or to such parties designated in writing by the
Construction Agent to the Agent Certificate Holder with respect to Uncompleted
Properties;

         (b) the Lessor Trust shall acquire the Land or leasehold interest
therein, and any existing Improvements thereon (using funds provided by the
Certificate Holders and the Lenders); and

         (c) the Lessor Trust shall lease (or in the case of leaseholds,
sublease) the Land and Improvements to the Lessee under the Master Lease and the
respective Lease Supplements.


                                       -5-
<PAGE>

Notwithstanding any other provision hereof, (i) no advance shall be made with
respect to any Improved Property after the Acquisition Date therefor, and no
Advance shall be made with respect to any Uncompleted Property after the earlier
of (x) the Completion Date for such Property and (y) the Outside Completion Date
for such Property and (ii) the Agent Certificate Holder shall not be obligated
to make any Advance with respect to any Property if, after giving effect
thereto, (x) the aggregate outstanding amounts of the Loans and the Certificate
Holder Amounts would exceed the Aggregate Commitment Amount, or (y) the Property
Balance for such Property would exceed the lesser of (1) 110% of the Estimated
Improvements Costs plus Land Acquisition Cost and (z) 105% of the Fair Market
Sales Value of such Property as set forth in the As-Completed Appraisal thereof
delivered pursuant to Section 6.2(b) hereof. Nothing set forth in this Section
or this Agreement shall compel Lessee to pay for any cost overrun for an
Uncompleted Property.

         Section 3.2. Certificate Holders' Commitments. Subject to the
conditions and terms hereof, each of the Certificate Holders shall make
available to the Agent Certificate Holder at the request of the Construction
Agent from time to time during the Commitment Period on any Funding Date or on
the Acquisition Date, as appropriate, an amount (relative to such Certificate
Holder, a "Certificate Holder Amount") in immediately available funds equal to
such Certificate Holder's Commitment Percentage of the amount of the Advance
being funded on such Funding Date or Acquisition Date. Notwithstanding any other
provision hereof, no Certificate Holder shall be obligated to make available any
Certificate Holder Amount if, after giving effect to the proposed Certificate
Holder Amount, the outstanding aggregate amount of the Certificate Holder Amount
of such Certificate Holder would exceed such Certificate Holder's Commitment.

         Section 3.3. Lenders' Commitments. Subject to the conditions and terms
hereof, each of the Lenders shall make Loans to the Agent Certificate Holder at
the request of the Construction Agent from time to time during the Commitment
Period on any Funding Date or Acquisition Date, as appropriate, an amount
(relative to such Lender, a "Loan") in immediately available funds equal to such
Lender's Commitment Percentage of the amount of the Advance being funded on such
Funding Date or Acquisition Date. Notwithstanding any other provision hereof, no
Lender shall be obligated to make any Loan if, after giving effect to the
proposed Loan, the outstanding aggregate amount of such Lender's Loans would
exceed such Lender's Commitment.

         Section 3.4. Procedures for Advances. (a) With respect to each Advance,
the Construction Agent (or in the case of Improved Properties, the Lessee) shall
give the Agent Certificate Holder and the Administrative Agent prior written
notice pursuant to a Funding Request substantially in the form of Exhibit B (a
"Funding Request"), which Funding Request shall be delivered not later than
11:00 a.m. (Chicago time), three (3) Business Days prior to the proposed
Acquisition Date or the proposed Funding Date, specifying: (i) the proposed
Acquisition Date or Funding Date, (ii) the amount of Advance requested, (iii)
whether, such Funding Date will also be an Acquisition Date, and (iv) the
requested Interest Period. With respect to any Funding Request related to the
acquisition of the Property (or leasehold interest therein), in addition to the
foregoing, the Construction Agent shall also specify: (i) the Property to be
acquired or leased, (ii) the seller or ground lessor of the Property and the
related Land Acquisition Cost, and (iii) the Estimated Improvement Costs. Such

                                       -6-
<PAGE>


Loans and Certificate Holder Amounts made with respect to each Advance shall be
Base Rate Loans/Certificate Holder Amounts, and the duration of the initial
Interest Period with respect to such Advance shall begin on the proposed
Acquisition Date or Funding Date and end on the next succeeding Scheduled
Payment Date (the "Initial Interest Period"). Subject to timely delivery of a
Funding Request and the other terms and conditions of the Operative Documents,
each Participant shall make its Commitment Percentage of the requested Advance
available to the Agent Certificate Holder by 1:00 p.m., (Chicago time), on the
requested Acquisition Date or Funding Date. The Agent Certificate Holder and the
Administrative Agent shall calculate the amounts of the Certificate Holder
Amounts and the Loans required to fund the requested Advance. No more than one
(1) Funding Request shall be made during any calendar month.


         (b) Except as the Participants may otherwise agree in writing, Advances
shall be made solely to provide the Lessee (with respect to Improved Properties)
and Construction Agent (with respect to Uncompleted Properties) with funds with
which to pay any Land Acquisition Costs or to pay or reimburse itself for
Property Improvement Costs or Transaction Expenses, as the case may be.

     Section 3.5.  Interest Rate;  Yield Rate. Each Loan and Certificate  Holder
Amount shall accrue  interest or Yield,  as the case may be, by reference to the
Base Rate or the Adjusted Eurodollar Rate in accordance with Section 3.6.

     Section 3.6. Interest Period Selection/Continuation/Conversion Elections.
(a) By delivering an Interest Period Selection/Continuation/Conversion Notice to
the Agent Certificate Holder and Administrative Agent with respect to
Certificate Holder Amounts and Loans, respectively, the Lessee may from time to
time during the Lease Term irrevocably select, on not less than three (3) nor
more than five (5) Business Days' notice, that all or any portion of the
outstanding Loans and Certificate Holder Amounts be, in the case of Base Rate
Loans/Certificate Holder Amounts, converted into Eurodollar Loans/Certificate
Holder Amounts or, in the case of Eurodollar Loans/Certificate Holder Amounts,
converted into Base Rate Loans/Certificate Holder Amounts or continued as
Eurodollar Loans/Certificate Holder Amounts and, with respect to Eurodollar
Loans/Certificate Holder Amounts, select the duration for the next succeeding
Interest Period; provided, however, that (a) in the absence of a delivery of an
Interest Period Selection/Continuation/Conversion Notice with respect to any
Eurodollar Loan/Certificate Holder Amount at least three (3) Business Days
before the last day of the then current Interest Period with respect thereto,
the Lessee shall be deemed to have selected that such Eurodollar
Loan/Certificate Holder Amount be continued as a Eurodollar Loan/Certificate
Holder Amount on such last day with an Interest Period of one (1) month, (b)
each such conversion or continuation shall be pro rated among the applicable
outstanding Loans and Certificate Holder Amounts of all Participants, (c) no
portion of any Loan or Certificate Holder Amount may be continued as, or
converted into, a Eurodollar Loan/Certificate Holder Amount when any Lease
Default or Lease Event of Default has occurred and is continuing, (d) the
outstanding Loans and Certificate Holder Amounts may not be apportioned into
more than six (6) separate Loans and Certificate Holder Amounts pursuant to this
Section 3.6 at any one time and each such Eurodollar Loan/Certificateholder
Amount shall be in a minimum amount of $500,000, and (e) during the Construction
Period, Eurodollar Loans/Certificate Holder Amounts will be limited to one (1)
month Interest Periods.


                                       -7-
<PAGE>

         (b) The Lessee, with respect to any Loans and Certificate Holder
Amounts outstanding during the Interim Lease Term, shall be deemed to have (i)
converted Base Rate Loans/Certificate Holder Amounts into Eurodollar
Loans/Certificate Holder Amounts at the end of the Initial Interest Period, (ii)
as of each Scheduled Payment Date (other than the Interim Termination Date),
continued all outstanding Eurodollar Loans/Certificate Holder Amounts as
Eurodollar Loans/Certificate Holder Amounts and (iii) as of each Scheduled
Payment Date (other than the Interim Termination Date) selected an Interest
Period ending on the earlier of the next succeeding Scheduled Payment Date and
the Interim Termination Date.

Each Interest Period Selection/Continuation/Conversion Notice so delivered or
deemed delivered by the Lessee shall be deemed an effective election by the
Certificate Holders of the method for computing interest on the Loans under the
Loan Agreement.

      Section 3.7. Voluntary Commitment Terminations. The Lessee shall have
the right at any time and from time to time upon not less than five (5) Business
Days prior notice to the Agent Certificate Holder and the Administrative Agent
(which shall promptly notify the Lenders) to terminate the Commitments in whole
or in part (but if in part then in a minimum amount of $5,000,000 or such lesser
amount as will terminate the Commitments in full) pro rata in proportion among
the Lenders and the Certificate Holders. No termination of the Commitments
hereunder may be reinstated.


                                   ARTICLE IV

                              YIELD; INTEREST; FEES

         Section 4.1. Yield. (a) The amount of the Certificate Holder Amounts
outstanding from time to time shall accrue yield ("Yield") at the Yield Rate,
calculated using the actual number of days elapsed and, when the Yield Rate is
based on the Adjusted Eurodollar Rate, a 360-day year basis and, if calculated
at the Base Rate, a 360-day year basis if the Base Rate is calculated at the
Federal Funds Rate, and a 365-, or, if applicable, 366-, day year basis if the
Base Rate is calculated at the Prime Rate. If all or any portion of the
Certificate Holder Amounts, any Yield payable thereon or any other amount
payable hereunder shall not be paid when due (whether at stated maturity,
acceleration thereof or otherwise), such overdue amount shall bear interest at a
rate per annum which is equal to the Overdue Rate. Upon the occurrence, and
during the continuance of a Lease Event of Default, the principal of and, to the
extent permitted by law, interest on (or Yield on) the Certificate Holder
Amounts and any other amounts owing hereunder or under the other Operative
Documents shall bear interest, payable on demand, at the Overdue Rate. The
Administrative Agent shall, as soon as practicable, but in no event later than
12:00 (noon), Chicago time, two (2) Business Days before the effectiveness of
each Adjusted Eurodollar Rate, cause to be determined such Adjusted Eurodollar
Rate, the resulting Yield and Basic Rent, and notify the Lessee, each
Certificate Holder and Lender thereof.

         (b) The Administrative Agent shall distribute, in accordance with
Article VII, the Certificate Holder Basic Rent and all other amounts due with
respect to the Certificate Holder Amounts paid to the Administrative Agent by
the Lessee under the Lease from time to time.


                                       -8-
<PAGE>

         (c) During the Interim Lease Term for any Property, Yield on
outstanding Certificate Holder Amounts made with respect to such Property shall
be paid from Advances by the Certificate Holders deemed to have been requested
by the Lessee pursuant to Section 3.4 on each Scheduled Payment Date, and the
Property Improvement Costs shall be increased on the date of each such Advance
by an amount equal to such Advance; provided that if a Completion Certificate is
delivered less than three (3) Business Days prior to a Scheduled Payment Date,
solely for purposes of this clause (c) such Completion Certificate shall not be
effective until the day after such Scheduled Payment Date.

         (d) During the Basic Lease Term for any Property, Yield on outstanding
Certificate Holder Amounts made with respect to such Property shall be due and
payable in cash on each Scheduled Payment Date during such Basic Lease Term and
not funded pursuant to deemed Advances as referred to in clause (c) above.

         (e) If not repaid sooner, the outstanding aggregate Certificate Holder
Amounts shall be repaid in full on the Maturity Date, subject to the provisions
of Article XX of the Master Lease.

     Section  4.2.  Interest  on Loans.  (a) Each  Loan  shall  accrue  interest
computed and payable in accordance  with the terms of the Loan  Agreement.  Each
Loan shall become due and payable at the dates and times provided under the Loan
Agreement.

         (b) The Administrative Agent shall distribute, in accordance with
Article VII, the Lender Basic Rent and all other amounts due with respect to the
Loans paid to the Administrative Agent by the Lessee under the Lease from time
to time.

         Section 4.3.    Prepayments.

         (a) Voluntary Prepayments. The Lessee shall have the right, at any time
(subject to subsection (d) below), to prepay an amount equal to the aggregate
outstanding Property Balance with respect to each Property in whole, but not in
part, pursuant to, and subject to, the exercise of the purchase option permitted
under the Lease, without premium or penalty.

         (b) Mandatory Prepayments. (i) If at any time the sum of the aggregate
amount of outstanding Loans and Certificate Holder Amounts shall exceed the
Aggregate Commitment Amount, the Lessee shall immediately make payment on the
Loans or Certificate Holder Amounts in an amount sufficient to eliminate such
excess; provided that the Lessee shall not be required to make such payments (y)
with respect to Uncompleted Properties during the Interim Lease Term and (z) if
such excess is attributable to a default by a Lender, Certificate Holder or
Lessor Trust under the Loan Agreement or this Participation Agreement and, with
respect to Lessor Trust, not attributable to a Lease Event of Default. Payments
required to be made hereunder shall be applied to Base Rate Loans/Certificate
Holder Amounts and then to Eurodollar Loans/Certificate Holder Amounts in direct
order of their Interest Period maturities.

        (ii) All amounts payable by the Lessee pursuant to Article XIV, XV, XVI,
XVIII or XX of the Master Lease shall be applied to the Loans and the
Certificate Holder Amounts in the manner set forth in Article VII hereof.


                                       -9-
<PAGE>

     (d) Notice. The Lessee will provide notice to the  Administrative  Agent of
any  voluntary  prepayment  by 10:00  A.M.  (Chicago  time) at least  three  (3)
Business Days prior to the date of such voluntary prepayment.

     (e) Nonrevolving Credit. Any amounts prepaid in accordance herewith may not
be readvanced.

     Section  4.4.  Fees.  The  Lessee  agrees to pay the fees set forth in this
Section 4.4.

     (a) Advisory and Syndication.  The Lessee agrees to pay to the Arranger the
Advisory and Syndication Fees in accordance with the Fee Letter.

     (b)  Administrative   Agent's  Fees.  The  Lessee  agrees  to  pay  to  the
Administrative  Agent for its own  account  the  Administrative  Agent's  fee in
accordance with the Fee Letter.

     (c) Commitment  Fee. The Lessee agrees to pay to the  Administrative  Agent
for the  account of each  Participant,  for the period  (including  any  portion
thereof when its Commitment is suspended by reason of the Lessee's  inability to
satisfy any condition of Article VI)  commencing on the  Documentation  Date and
continuing through the Interim Termination Date, a commitment fee (collectively,
the "Commitment Fees") with respect to each such Lender and Certificate  Holder,
calculated at a rate of 1/4 of 1% on such Participant's Commitment Percentage of
the average daily Available Commitments.

     The  Commitment  Fees  shall be  payable  by the  Lessee in arrears on each
Quarterly  Payment  Date,  commencing  with the  first  such day  following  the
Documentation  Date,  and on the  last  day of  Interim  Termination  Date.  The
Commitment  Fees shall be  computed  on the basis of the  actual  number of days
(including the first day but excluding the last day) occurring during the period
for which such Commitment Fees are payable over a year of 360 days.

     (d) Owner Trustee's Fees. The Lessee agrees to pay to the Owner Trustee the
fees set forth in the letter from Owner Trustee to Lessee dated July 14, 2000.

         Section 4.5. Place and Manner of Payments. Except as otherwise
specifically provided herein, all payments by the Lessee hereunder, under the
Master Lease or under any other Operative Document shall be made to the
Administrative Agent in Dollars in immediately available funds, without offset,
deduction, counterclaim or withholding of any kind, to the Account in Chicago,
Illinois not later than 12:00 p.m. (Noon) (Chicago time) on the date when due.
Payments received after such time shall be deemed to have been received on the
next succeeding Business Day. The Lessee shall, at the time it makes any payment
under any Operative Document, specify to the Administrative Agent the Loans and
Certificate Holder Amounts, fees or other amounts payable by the Lessee
hereunder to which such payment is to be applied (and in the event that it fails
so to specify, or if such application would be inconsistent with the terms
hereof, the Administrative Agent shall distribute such payment to the Lenders
and the Certificate Holders in such manner as the Administrative Agent may
determine to be appropriate in respect of obligations owing by Lessee subject to
the terms of Section 4.6). The Administrative Agent will distribute such

                                      -10-

<PAGE>


payments to such Lenders and Certificate Holders in accordance with Article VII,
if any such payment is received prior to 2:00 p.m. (Chicago time) on a Business
Day in like funds as received prior to such time, and otherwise the
Administrative Agent will distribute such payment to such Lenders and
Certificate Holders on the next succeeding Business Day. Whenever any payment
hereunder shall be stated to be due on a day which is not a Business Day, the
due date thereof shall be extended to the next Business Day (subject to accrual
of interest and fees for the period of such extension), except that in the case
of Eurodollar Loans/Certificate Holder Amounts, if the extension would cause the
payment to be made in the next following calendar month, then such payment shall
instead be made on the next preceding Business Day.

         Section 4.6. Pro Rata Treatment. Except to the extent otherwise
provided herein, each Advance, each payment or repayment of principal on any
outstanding Loan or Certificate Holder Amount and each payment of interest or
Yield shall be allocated pro rata among the relevant Lenders and Certificate
Holders, as the case may be, in accordance with the respective applicable
Commitments (or, if the Commitments of such Lenders or Certificate Holders have
expired or been terminated, in accordance with the respective principal amounts
of their outstanding Loans or Certificate Holder Amounts, as the case may be).

         Section 4.7. Sharing of Payments. The Participants agree among
themselves that, in the event that any Participant shall obtain payment in
respect of any Loan or Certificate Holder Amount or any other obligation owing
to such Participant under the Operative Documents through the exercise of a
right of setoff, banker's lien or counterclaim, or pursuant to a secured claim
under Section 506 of Title 11 of the United States Code or other security or
interest arising from, or in lieu of, such secured claim, received by such
Participant under any applicable bankruptcy, insolvency or other similar law or
otherwise, or by any other means, in excess of its pro rata share of such
payment as provided for in this Participation Agreement, such Participant shall
promptly purchase from the other Participants a participation in such Loans or
Certificate Holder Amounts and other obligations in such amounts, and make such
other adjustments from time to time, as shall be equitable to the end that all
Participants share such payment in accordance with their respective ratable
shares as provided for in this Participation Agreement. The Participants further
agree among themselves that if payment to a Participant obtained by such
Participant through the exercise of a right of setoff, banker's lien,
counterclaim or other event as aforesaid shall be rescinded or must otherwise be
restored, each Participant which shall have shared the benefit of such payment
shall, by repurchase of a participation theretofore sold, return its share of
that benefit (together with its share of any accrued interest payable with
respect thereto) to each Participant whose payment shall have been rescinded or
otherwise restored. The Lessee agrees that any Participant so purchasing such a
participation may, to the fullest extent permitted by law, exercise all rights
of payment, including setoff, banker's lien or counterclaim, with respect to
such participation as fully as if such Participant were a holder of such Loan or
Certificate Holder Amount or other obligation in the amount of such
participation. Except as otherwise expressly provided herein, if any
Participant, the Agent Certificate Holder or the Administrative Agent shall fail
to remit to the Administrative Agent, the Agent Certificate Holder or any other
Participant an amount payable by such party to the Administrative Agent, the

                                      -11-

<PAGE>

Agent Certificate Holder or such other Participant pursuant to the Operative
Documents on the date when such amount is due, such payments shall be made
together with interest thereon for each date from the date such amount is due
until the date such amount is paid to the Administrative Agent, the Agent
Certificate Holder or such other Participant at a rate per annum equal to the
Federal Funds Rate. If under any applicable bankruptcy, insolvency or other
similar law, any Participant receives a secured claim in lieu of a setoff to
which this Section 4.7 applies, such Participant shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Participants under this Section 4.7 to share
in the benefits of any recovery on such secured claim.

         Section 4.9. Certain Rights of Lenders. The Required Participants shall
have the right, upon the occurrence of any Construction Agency Agreement Event
of Default with respect to which recourse to the Lessee and Construction Agent
is limited as set forth in Section 5.4 of the Construction Agency Agreement, to
direct the Administrative Agent and Agent Certificate Holder to, and upon
receipt of any such directions such Agents shall, (a) use reasonable commercial
efforts to sell the applicable Uncompleted Property or Uncompleted Properties to
a third-party purchaser and/or (b) engage an Appraiser to appraise the Appraised
Value of such Property, in each case as directed by the Required Participants in
their sole discretion.


                                    ARTICLE V

                        CERTAIN INTENTIONS OF THE PARTIES

         Section 5.1. Nature of Transaction. (a) The parties hereto intend that
(i) for financial accounting purposes with respect to the Lessee, the Lessor
Trust will be treated as the owner and the lessor of the Property and the Lessee
will be treated as the lessee of the Property and (ii) for federal and all state
and local income tax purposes, state real estate and commercial law and
bankruptcy purposes,

                   (A)     the Lease will be treated as a financing arrangement,

                   (B) the Certificate Holders and the Lenders will be deemed
         lenders making loans to the Lessees in an amount equal to the sum of
         the Certificate Holder Amounts and the outstanding principal amount of
         the Loans, which amounts are secured by the Properties, and

                   (C) the Lessee will be treated as the owner of the Property
         described in the Lease Supplement and will be entitled to all tax
         benefits ordinarily available to an owner of properties like the
         Property for such tax purposes. Nevertheless, the Lessee acknowledges
         and agrees that neither the Agent Certificate Holder, the
         Administrative Agent nor any of the Certificate Holders or Lenders has
         made any representations or warranties to the Lessee concerning the
         tax, accounting or legal characteristics of the Operative Documents and
         that the Lessee has obtained and relied upon such tax, accounting and
         legal advice concerning the Operative Documents as it deems
         appropriate.

         (b) Specifically, without limiting the generality of clause (a) of this
Section 5.1, the parties hereto intend and agree that in the event of any
insolvency or receivership proceedings or a petition under the United States
bankruptcy laws or any other applicable insolvency laws or statute of the United
States of America or any state or commonwealth thereof affecting the Lessee, the
Guarantor, the Lessor Trust, the Owner Trustee, the Certificate Holders, or the
Lenders or any collection actions, the transactions evidenced by the Operative
Documents shall be regarded as loans made by the Certificate Holders and the
Lenders as unrelated third party lenders of the Lessee.

                                      -12-
<PAGE>



         Section 5.2. Amounts Due Under the Lease. Anything herein or elsewhere
to the contrary notwithstanding, it is the intention of the Lessee, the
Certificate Holders and the Lenders that except for unindemnified Taxes: (i) the
amount and timing of installments of Basic Rent due and payable from time to
time from the Lessee under the Lease shall be equal to the aggregate payments
due and payable as interest and, to the extent Fixed Rent is paid, as principal,
on the Loans and Yield on the Certificate Holder Amounts on each Scheduled
Payment Date; (ii) if the Lessee elects the Purchase Option or the Lessee
becomes obligated to purchase the Property under the Lease, the Loans, the
Certificate Holder Amounts, and all interest, principal, Yield, Commitment Fees
thereon and all other obligations of the Lessee owing to the Administrative
Agent, the Agent Certificate Holder, the Certificate Holders and the Lenders
shall be due and payable in full by the Lessee on the date set forth in the
Lease; (iii) if the Lessee properly elects the Remarketing Option, the Lessee
shall only be required to pay to the Administrative Agent from the proceeds of
the sale of each Property, Certificate Holder Amounts that are allocable to
Qualified Land and that portion of the Loan Balance and any amounts due pursuant
to Article XIII hereof and Section 20.2 of the Master Lease (which aggregate
amounts may be less than the Lease Balance, with any amount in excess of the
Lease Balance being payable to the Lessee); and (iv) upon an Event of Default
resulting in an acceleration of the Lessee's obligation to purchase each
Property under the Lease, the amounts then due and payable by the Lessee under
the Lease shall include all amounts necessary to pay in full the Lease Balance,
plus all other amounts then due from the Lessee to the Participants under the
Operative Documents.

                                      -12-
<PAGE>



                                   ARTICLE VI

              CONDITIONS PRECEDENT: ACQUISITION DATE; FUNDING DATES

         Section 6.1. Acquisition Date. The closing date with respect to the
acquisition of any parcel of Land or leasehold interests therein (and the
Improvements thereon, if any) (the "Acquisition Date") shall occur on the date
on or after the Documentation Date on which all the conditions precedent thereto
set forth in this Section 6.1 shall have been satisfied or waived by the
applicable parties as set forth herein for such parcel of Land or leasehold
interests therein. The obligation of the Lessor Trust to acquire such parcel of
Land or leasehold interests therein on the respective Acquisition Date, the
obligation of each Certificate Holder to make available any related Certificate
Holder Amount on the respective Acquisition Date and the obligation of each
Lender to make any related Loan on the respective Acquisition Date, are subject
to satisfaction or waiver of the conditions precedent set forth in Section 2.1
and the following conditions precedent:

                  (a) Funding Request. Each of the Administrative Agent and the
         Agent Certificate Holder shall have received a fully executed
         counterpart of the applicable Funding Request in accordance with
         Section 3.4. Each of the delivery of a Funding Request and the
         acceptance of the proceeds of such Advance shall constitute a
         representation and warranty by the Lessee and the Guarantor, each as to
         itself, that on the applicable Acquisition Date (both immediately
         before and after giving effect to the making of such Advance and the
         application of the proceeds thereof), the statements made in Section
         8.2 are true and correct.

                  (b) Fees. All fees due and payable by Lessee pursuant to this
         Participation Agreement shall have been paid.

                  (c) Representations and Warranties. On the Acquisition Date,
         the representations and warranties of the Lessee and the Guarantor in
         this Participation Agreement and in each of the other Operative
         Documents shall be true and correct in all material respects as though
         made on and as of such date, except to the extent such representations
         or warranties relate solely to an earlier date, in which case such
         representations and warranties shall have been true and correct in all
         material respects on and as of such earlier date; provided that a
         failure of any party's representation or warranty to be true and
         correct on the Acquisition Date shall not be a condition precedent to
         such party's performance of its obligations under the Operative
         Documents.

                  (d) Appraisal. At least ten (10) Business Days prior to the
         Acquisition Date, the Agent Certificate Holder and the Administrative
         Agent shall have received an Appraisal of the Property, in form and
         substance satisfactory to the Administrative Agent and the Agent
         Certificate Holder, which Appraisal shall show that the Fair Market
         Sales Value of the Land as of the Acquisition Date is not less than the
         Land Acquisition Cost for the Property, after deduction of typical
         transaction costs.


                  (e) Governmental Approvals. All necessary Governmental Actions
         required by any Requirement of Law for the purpose of authorizing the
         Lessor Trust to acquire the Property shall have been obtained or made
         and be in full force and effect.

                  (f) Responsible Officer's Certificate. The Agent Certificate
         Holder and the Administrative Agent shall have received a Responsible
         Officer's Certificate of the Lessee and the Guarantor, in substantially
         the form of Exhibit D-5 attached hereto, addressed to the
         Administrative Agent, the Agent Certificate Holder, each Lender and
         each Certificate Holder and dated as of the Acquisition Date, stating
         that (w) to such Responsible Officer's knowledge the representations
         and warranties of the Lessee and the Guarantor contained in the
         Participation Agreement and each other Operative Document to which it
         is a party are true and correct in all material respects on and as of
         the Acquisition Date except to the extent such representations or
         warranties relate solely to an earlier date, in which case such
         representations and warranties shall have been true and correct in all
         material respects on and as of such earlier date; (x) to such
         Responsible Officer's knowledge no Default or Event of Default has
         occurred and is continuing under any Operative Document to which it is
         a party with respect to the Lessee and the Guarantor; (y) to such
         Responsible Officer's knowledge each Operative Document to which the
         Lessee and the Guarantor is a party is in full force and effect with
         respect to it; and (z) the Lessee and the Guarantor has duly performed
         and complied with all conditions contained herein or in any other
         Operative Document required to be performed and complied with by it on
         or prior to the Acquisition Date.

                                     - 14-
<PAGE>



                  (g) Evidence of Property Insurance. The Agent Certificate
         Holder and the Administrative Agent shall have received evidence that
         the insurance maintained by the Lessee with respect to such Property
         satisfies the requirements set forth in Article XIII of the Master
         Lease, setting forth the respective coverage, limits of liability,
         carrier, policy number and period of coverage.

                  (h) Environmental Audit; Site Report. At least ten (10)
         Business Days prior to the Acquisition Date, the Agent Certificate
         Holder and the Administrative Agent shall have received (i) an
         Environmental Audit and (ii) a physical site report each with respect
         to such Property and in form and substance reasonably satisfactory to
         the Agent Certificate Holder and the Administrative Agent.

                  (i) Deed or Ground Lease. The Agent Certificate Holder shall
         have received either (i) in the case of Land being acquired from a
         third-party Seller, at least one (1) Business Day prior to the
         Acquisition Date a copy of the proposed Deed(s) with respect to such
         Property (and/or all Improvements located thereon) being purchased on
         the Acquisition Date, and on or prior to the Acquisition Date, such
         Deed(s) duly executed conveying fee simple title to the Property
         (and/or all Improvements located thereon) to the Lessor Trust and
         containing all customary seller's warranties and subject only to
         Permitted Property Liens or (ii) in the case of Land to be leased, at
         least ten (10) days prior to the Acquisition Date, a copy of the
         proposed ground lease, in form and substance satisfactory to the Agent
         Certificate Holder, and, on or prior to the Acquisition Date, such
         ground lease duly executed by such ground lessor thereunder, conveying
         to the Lessor Trust a leasehold interest in the Land. The legal
         description, tax lot designation and zoning of the Land shall be
         reasonably acceptable to the Administration Agent.

                  (j) Bill of Sale. On or prior to the Acquisition Date, the
         Lessor Trust shall have received a bill of sale (a "Bill of Sale"),
         conveying title to the Lessor Trust in any Equipment comprising part of
         the relevant Property.

                  (k) Construction Agency Agreement Supplement. On or prior to
         the Acquisition Date, the Construction Agent and the Agent Certificate
         Holder and/or Lessor Trust shall have delivered to the Certificate
         Holders and the Lenders a Construction Agency Agreement Supplement with
         respect to such Uncompleted Property fully executed by the Construction
         Agent and the Agent Certificate Holder.

                  (l) Supplement to Assignment of Lease and Rent. On or prior to
         the Acquisition Date, the Agent Certificate Holder and/or Lessor Trust
         shall have delivered to the Administrative Agent a supplement to the
         Assignment of Lease and Rent with respect to such Property
         substantially in the form of Exhibit A thereto, together with a consent
         to and acknowledgment of such supplement duly executed by the Lessee in
         proper form and substance for recording under Applicable Law and
         otherwise effecting the assignments anticipated by the Assignment of
         Lease and Rent.

                                     - 15-
<PAGE>


                  (m) Lease Supplement. On or prior to the Acquisition Date, the
         applicable Lessee, the Agent Certificate Holder and/or Lessor Trust
         shall have delivered the original counterpart of the Lease Supplement
         executed by the Lessee and the Agent Certificate Holder and/or Lessor
         Trust with respect to such Property to the Lenders.

                  (n) Lessor Financing Statements. On or prior to the
         Acquisition Date, the Lessee shall have delivered to the Agent
         Certificate Holder on behalf of the Lessor Trust all Lessor Financing
         Statements relating to such Property as the Agent Certificate Holder or
         any other Certificate Holder may reasonably request in order to protect
         the interests of the Lessor Trust, the Agent Certificate Holder and
         each of the Certificate Holders under the Master Lease relating to such
         Property to the extent the Master Lease constitutes a security
         agreement.

                  (o) Recordation of Lessor Mortgage and Lessor Financing
         Statements; Search Results. Each of the Participants shall have
         received (x) evidence reasonably satisfactory to it that each of (i)
         the Lease Supplement and any other instrument constituting a Lessor
         Mortgage and (ii) the Lessor Financing Statements relating to such
         Property has been, or is being, recorded or filed in a manner
         sufficient to properly perfect each of their interests therein and (y)
         copies of file search reports from the Uniform Commercial Code filing
         officer in the jurisdiction (i) in which such Property is located or
         (ii) in which is located a place of business or the chief executive
         office of the Lessee that owns or holds any right, title or interest in
         such Property, setting forth the results of such Uniform Commercial
         Code file searches.

                  (p) Property Survey. On or prior to the Acquisition Date, the
         Lessee shall have delivered to each of the Agent Certificate Holder and
         the Administrative Agent a Survey of such Property reasonably
         acceptable to the Administration Agent. The Lessee shall be entitled to
         reimbursement hereunder of the cost of any such Surveys.

                  (q) Title Insurance. On or prior to the Acquisition Date, the
         Lessee shall have delivered to the Administrative Agent and the Agent
         Certificate Holder a commitment to deliver an CLTA owners and ALTA
         lenders title insurance policy, with a survey exception, covering such
         Property in favor of the Lessor Trust and the Administrative Agent,
         respectively, such policy to be in the amount not less than the sum of
         the related Land Acquisition Cost and, with respect to Uncompleted
         Property, the Estimated Improvement Costs and to be reasonably
         satisfactory to the Required Lenders and the Required Certificate
         Holders with such customary endorsements and affirmative assurances
         issued by the title company as a routine matter, to the extent
         available in the state where such Property is located if requested by
         the Agent Certificate Holder or the Administrative Agent. The
         Administrative Agent and Agent Certificate Holder shall also receive
         such reinsurance agreements as they may reasonably request. The Lessee
         shall be entitled to reimbursement hereunder of the cost of any title
         insurance or reinsurance.

                  (r) No Default. There shall not have occurred and be
         continuing any Default or Event of Default or Lease Event of Default
         under any of the Operative Documents, and no Default or Event of
         Default or Lease Event of Default under any of the Operative Documents
         will have occurred after giving effect to the acquisition of such
         Property.
                                     - 16-
<PAGE>


                  (s) Opinion of Counsel and of Local Counsel to the Lessee. The
         Agent Certificate Holder and the Administrative Agent shall have
         received (i) an opinion of counsel qualified with respect to the laws
         of the jurisdiction in which such Property is situated, addressed to
         the Lessor Trust, the Administrative Agent, the Agent Certificate
         Holder, each Lender and each Certificate Holder, substantially in the
         form of Exhibit G and (ii) if requested by the Agent Certificate Holder
         and the Administrative Agent, opinions from such other counsel and
         covering such issues as they may reasonably request.

                  (t) Approval of Proposed Acquisition. Such Property shall have
         been disclosed to and approved by the Agent Certificate Holder and the
         Administrative Agent at least (a) five (5) years prior to the
         Expiration Date for such Uncompleted Property on which Improvements are
         to be made pursuant to this Agreement or (b) three (3) years prior to
         the Expiration Date for Improved Property.

                  (u) Construction Budget. The Administrative Agent and the
         Agent Lessor shall have received a construction budget for the
         applicable Property in such detail as is reasonably acceptable to the
         Administrative Agent and Agent Lessor.

All documents and instruments required to be delivered pursuant to this Section
6.1 shall be delivered at the offices of Chapman and Cutler, 111 West Monroe
Street, Chicago, Illinois 60603, or at such other location as may be determined
by the Agent Certificate Holder, the Administrative Agent and the Lessee.

         Section 6.2. Funding Dates. The obligations of the Agent Certificate
Holder to make Advances with respect any specific Land on each Funding Date
occurring after the Acquisition Date with respect to such Land, the obligation
of the Certificate Holders to make available any related Certificate Holder
Amount on such Funding Date, and the obligation of the Lenders to make available
any related Loan on such Funding Date, are subject to satisfaction or waiver of
the following conditions precedent:

                  (a) Funding Request. Each of the Administrative Agent and the
         Agent Certificate Holder shall have received a fully executed
         counterpart of the applicable Funding Request in accordance with
         Section 3.4. Each of the delivery of the Funding Request and the
         acceptance of the proceeds of such Advance shall constitute a
         representation and warranty by the Lessee that on the Funding Date
         (both immediately before and after giving effect to the making of such
         Advance and the application of the proceeds thereof), the statements
         made in Section 8.3 are true and correct in all material respects as
         though made on and as of such date, except to the extent such
         statements relate solely to an earlier date, in which case such
         statements shall have been true and correct in all material respects on
         and as of such earlier date.


                                     - 17-
<PAGE>


                  (b) As-Completed Appraisal. At least ten (10) Business Days
         prior to (i) the Initial Construction Date, the Agent Certificate
         Holder and the Administrative Agent shall have received an As-Completed
         Appraisal of the relevant Property, in form and substance satisfactory
         to the Administrative Agent and the Agent Certificate Holder, which
         As-Completed Appraisal shall show that as of each of the Completion
         Date, the last day of the Basic Lease Term and the last day of any
         Renewal Term for the Property, the Fair Market Sales Value of the Land
         and the Improvements to be constructed thereon in accordance with the
         Plans and Specifications shall not be less than 100% of the sum of the
         Land Acquisition Cost and Estimated Improvement Costs and (ii) the
         Funding Date in the event the Property Balance, after giving effect to
         such Advance, would be greater than the Fair Market Sales Value for any
         date indicated in the As-Completed Appraisal delivered under clause (i)
         and subject to the Construction Agency Agreement, a subsequent
         As-Completed Appraisal which shall show that as of each of the
         Completion Date, the last day of the Basic Lease Term and the last day
         of any Renewal Term, the Fair Market Sales Value shall not be less than
         the Property Balance, with respect to such Land and Improvements after
         giving effect to such Advance.

                  (c) Intentionally Omitted

                  (d) Fees. All fees due and payable pursuant to this
         Participation Agreement shall have been paid.

                  (e) Representations and Warranties. On the applicable Funding
         Date, the representations and warranties of Lessee and the Guarantor in
         this Participation Agreement and in each of the other Operative
         Documents shall be true and correct in all material respects as though
         made on and as of such date, except to the extent such representations
         or warranties relate solely to an earlier date, in which case such
         representations and warranties shall have been true and correct in all
         material respects on and as of such earlier date.

                  (f) Litigation. On the applicable Funding Date, there shall
         not be any actions, suits or proceedings pending or, to the knowledge
         of Lessee and the Guarantor, threatened with respect to the Lessee or
         the Guarantor (i) that are reasonably likely to have a Material Adverse
         Effect, or (ii) that could reasonably be expected to have a Material
         Adverse Effect on the title to, or the use, operation or value of, the
         Property which is the subject of the current Advance.

                  (g) No Default. There shall not have occurred and be
         continuing any Lease Default or Lease Event of Default, and no Lease
         Default or Lease Event of Default will have occurred after giving
         effect to the making of the Advance requested by such Funding Request.

                  (h) Available Commitments. After giving effect to the
         applicable Advance, the conditions set forth in Sections 3.2 and 3.3
         shall not be violated.


                                     - 18-
<PAGE>


                  (i) Construction Costs. After giving effect to the applicable
         Advance, the estimated as yet unpaid cost to the Construction Agent of
         completing the Construction pursuant to the Construction Documents
         shall not exceed the Available Commitments, net of any portion of the
         Available Commitments that shall be allocated for Advances deemed to
         have been requested pursuant to Section 4.1(c).

                  (j) Taxes. All taxes, fees and other charges to be paid in
         connection with the execution, delivery, recording, filing and
         registration of the Operative Documents in connection with such Advance
         shall have been paid or provisions for such payment shall have been
         made by the Lessee to the reasonable satisfaction of the Agent
         Certificate Holder, the Administrative Agent, the Certificate Holders
         and the Lenders.

                  (k) Construction Budget. At least ten (10) Business Days prior
         to the Initial Construction Date, the Construction Agent shall have
         delivered a final construction budget and Plans and Specifications to
         the Administrative Agent and Agent Certificate Holder in such detail
         with respect to the Construction as the Administrative Agent and Agent
         Certificate Holder may reasonably request, and such construction budget
         shall be reasonably satisfactory to the Administrative Agent and the
         Agent Certificate Holder.

     Section 6.3.  Conditions  to  Completion  Date.  The  Completion  Date with
respect  to any  Uncompleted  Property  shall be  deemed  to have  occurred  for
purposes of the  Operative  Documents on the earliest  date on which each of the
following events shall have occurred:

                  (a) the Construction for such Property shall have been
         substantially completed in accordance with the relevant Plans and
         Specifications and all Applicable Law;


                  (b) the Property shall be a wine production, distribution or
         storage facility and shall be ready for occupancy and use and all
         permits, including a Certificate of Occupancy, shall have been issued;

                  (c) the Lessee shall have provided to the Administrative Agent
         and the Agent Certificate Holder an updated title report and policies
         for such Property in form and substance reasonably satisfactory to each
         of the Administrative Agent and the Agent Certificate Holder and an
         As-Built Survey acceptable to the Administrative Agent; and

                  (d) the Agent Certificate Holder, the Administrative Agent,
         the Certificate Holders and the Lenders shall have received a
         Completion Certificate from the Construction Agent substantially in the
         form of Exhibit H hereto (a "Completion Certificate").


                                   ARTICLE VII

                                  DISTRIBUTIONS

         Section 7.1. Basic Rent. Each payment of Basic Rent (and any payment of
interest on overdue installments of Basic Rent) received by the Administrative
Agent shall be distributed by the Administrative Agent to the Certificate

                                     - 19-
<PAGE>

Holders and the Lenders pro rata in accordance with, and for application to, the
Lender Basic Rent and Certificate Holder Basic Rent then due, as well as any
overdue interest or Yield due to the Certificate Holders or the Lenders (to the
extent permitted by Applicable Law) provided that if there is a shortfall in
payment of Basic Rent, the Lenders shall be paid in full prior to any payment to
the Certificate Holders.

     Section 7.2. Purchase Payments by the Lessees.  Any payment received by the
Administrative Agent as a result of:

                  (a) the purchase of any Property in connection with the
         exercise of the Purchase Option under Section 18.1 of the Master Lease
         or Section 5.5 of the Construction Agency Agreement, or compliance with
         the obligation to purchase (or cause its designee to purchase) all of
         the Property in accordance with Section 18.2 or 18.3 of the Master
         Lease, or

                  (b) compliance with the obligation to purchase all of the
         Property in accordance with Section 16.2(f) of the Master Lease, or

                  (c) failure to fulfill one or more of the conditions to
         exercise of the Remarketing Option with respect to any Property
         pursuant to Section 20.1 of the Master Lease and the receipt by the
         Lessors of the Lease Balance pursuant to the last paragraph of Section
         20.2 of the Master Lease, or

                  (d) the payment of the Property Cost with respect to any
         Property in accordance with Section 15.1 of the Master Lease or Section
         4.3(a) of the Participation Agreement, or

                  (e) the payment of the Property Cost with respect to any
         Property in accordance with Section 5.3 of the Construction Agency
         Agreement

shall be distributed by the Administrative Agent to the Certificate Holders and
the Lenders pro rata without priority of one over the other, in the proportion
that the Participant Balance of each of the Lenders and the Certificate Holders
bears to the aggregate of all of the Participant Balances.

     Section  7.3.  Payment of Maximum  Recourse  Amounts.  In  accordance  with
Section 20.2(f) of the Master Lease upon the exercise of the Remarketing Option,
the payment of the Maximum Recourse Amount to the Administrative  Agent shall be
distributed to the Lenders.

     Section 7.4. Sales  Proceeds of  Remarketing of the Property.  Any payments
received by the Administrative  Agent as proceeds from the sale of each Property
sold pursuant to the exercise of the  Remarketing  Option pursuant to Article XX
of the Master Lease,  together with any payment made as a result of an appraisal
pursuant to Section 13.2,  shall be distributed by the  Administrative  Agent in
the funds so received in the following order of priority:


                                     - 20-
<PAGE>


                  first, to the Lenders in an amount equal to the aggregate Loan
         Balance with respect to such Property in excess of the Maximum Recourse
         Amount for such Property shall be distributed to the Lenders for
         application to the Participant Balance of each Lender, pro rata among
         the Lenders without priority of one over the other in the proportion
         that the Participant Balance of each such Lender bears to the aggregate
         Participant Balances of all Lenders and, in the case where the amounts
         so distributed shall be insufficient to pay in full as aforesaid, then
         pro rata among the Lenders without priority of one over the other in
         the proportion that the Participant Balance of each such Lender bears
         to the aggregate Participant Balances of all Lenders;

                  second, to the extent not previously paid as required by
         Section 7.3 hereof, an amount equal to the Lenders Maximum Recourse
         Amount shall be distributed to the Lenders as set forth in Section 7.3;

                  third, an amount equal to the aggregate Certificate Holder
         Balance shall be distributed to the Certificate Holders for application
         to pay in full the Participant Balance of each Certificate Holder, pro
         rata among the Certificate Holders without priority of one over the
         other in the proportion that the Participant Balance of each such
         Certificate Holder bears to the aggregate Participant Balances of all
         Certificate Holders,

                  fourth, the balance, if any, shall be promptly paid to the
         Agent Certificate Holder to be distributed as provided in Section
         20.2(h) of the Lease.


         Section 7.5. Supplemental Rent. All payments of Supplemental Rent
received by the Administrative Agent (excluding any amounts payable pursuant to
the preceding provisions of this Article VII) shall be distributed promptly by
the Administrative Agent upon receipt thereof to the Persons entitled thereto
pursuant to the Operative Documents.

         Section 7.6.  Distribution  of Payments  after Lease Event of Default.
(a) During the continuance of a Lease Event of Default and subject to clause (b)
below, all proceeds from the sale of the Property shall be distributed by the
Administrative Agent in the following order of priority:

                  first, so much of such payment or amount as shall be required
         to pay or reimburse the Administrative Agent and the Agent Certificate
         Holder for any tax, fees, expense, indemnification or other loss
         incurred by the Administrative Agent or the Agent Certificate Holder
         (to the extent incurred in connection with any duties as the
         Administrative Agent or Agent Certificate Holder, as the case may be),
         shall be distributed to the Administrative Agent and the Agent
         Certificate Holder without priority of one over the other for their own
         accounts in accordance with the amount of such payment or amount
         payable to such Person;

                  second, so much of such payments or amounts as shall be
         required to pay the Lenders and the Certificate Holders the amounts
         payable to them pursuant to any expense reimbursement or
         indemnification provisions of the Operative Documents shall be
         distributed to each such Lender and Certificate Holder without priority
         of one over the other in accordance with the amount of such payment or
         payments payable to each such Person;


                                     - 21-
<PAGE>


                  third, to the Lenders for application to pay in full the Loan
         Balance, pro rata among the Lenders without priority of one over the
         other in the proportion that the Participant Balance of each such
         Lender bears to the aggregate Participant Balances of all Lenders and,
         in the case where the amounts so distributed shall be insufficient to
         pay in full as aforesaid, then pro rata among the Lenders without
         priority of one over the other in the proportion that the Participant
         Balance of each such Lender bears to the aggregate Participant Balances
         of all Lenders;

                  fourth, an amount equal to the aggregate Certificate Holder
         Balance shall be distributed to the Certificate Holders for application
         to pay in full the Participant Balance of each Certificate Holder, pro
         rata among the Certificate Holders without priority of one over the
         other in the proportion that the Participant Balance of each such
         Certificate Holder bears to the aggregate Participant Balance of all
         Certificate Holders and in the case where the amounts so distributed
         shall be insufficient to pay in full as aforesaid, then pro rata among
         the Certificate Holders without priority of one over the other in the
         proportion that the Participant Balance of each such Certificate Holder
         bears to the aggregate Participant Balances of all Certificate Holders;

                  fifth, the balance, if any, of such payment or amounts
         remaining thereafter shall be promptly distributed to, or as directed
         by, the Lessee.

         (b) All payments received and amounts realized by the Administrative
Agent in connection with any Casualty or Condemnation during the continuance of
a Lease Event of Default shall be distributed by the Administrative Agent as
follows:

                   (i) in the event that the Agent Certificate Holder (at the
         direction of the Certificate Holders) and the Administrative Agent
         elect to pay all or a portion of such amounts to the Lessee for the
         repair of damage caused by such Casualty or Condemnation in accordance
         with Section 14.2 of the Master Lease, then such amounts shall be
         distributed to the Lessee, and

                  (ii) in the event that the Agent Certificate Holder (at the
         direction of the Certificate Holders) and the Administrative Agent
         elect to apply all or a portion of such amounts to the purchase price
         of the related Property in accordance with Section 14.2 and Article XV
         of the Master Lease, then such amounts shall be distributed in
         accordance with clause (a); provided however, that if such Casualty or
         Condemnation is with respect to a Property during the Interim Lease
         Term for such Property and such Property is not the subject of an Event
         of Loss Purchase, then such amounts shall be distributed as set forth
         in Section 7.8(a).

         (c) All amounts (other than amounts described in clause (a) or (b)
above) received by the Administrative Agent during the continuance of a Lease
Event of Default shall be distributed by the Administrative Agent as follows:

                                     -22-
<PAGE>

                  first, so much of such payment or amount as shall be required
         to pay or reimburse the Administrative Agent and the Agent Certificate
         Holder for any tax, fees, expense, indemnification or other loss
         incurred by the Administrative Agent or the Agent Certificate Holder
         (to the extent incurred in connection with any duties as the
         Administrative Agent or Agent Certificate Holder, as the case may be),
         shall be distributed to the Administrative Agent and the Agent
         Certificate Holder without priority of one over the other for their own
         accounts in accordance with the amount of such payment or amount
         payable to such Person;

                  second, so much of such payments or amounts as shall be
         required to pay the Lenders and the Certificate Holders the amounts
         payable to them pursuant to any expense reimbursement or
         indemnification provisions of the Operative Documents shall be
         distributed to each such Lender and Certificate Holder without priority
         of one over the other in accordance with the amount of such payment or
         payments payable to each such Person;

                  third, to the Lenders for application to pay in full the Loan
         Balance, pro rata among the Lenders without priority of one over the
         other in the proportion that the Participant Balance of each such
         Lender bears to the aggregate Participant Balances of all Lenders and,
         in the case where the amounts so distributed shall be insufficient to
         pay in full as aforesaid, then pro rata among the Lenders without
         priority of one over the other in the proportion that the Participant
         Balance of each such Lenders bears to the aggregate Participant
         Balances of all Lenders;

                  fourth, to the Certificate Holders in an amount equal to the
         aggregate Certificate Holder Balance shall be distributed to the
         Certificate Holders for application to the Participant Balance of each
         Lessor, pro rata among the Certificate Holders without priority of one
         over the other in the proportion that the Participant Balance of each
         such Certificate Holder bears to the aggregate Participant Balances of
         all Certificate Holders and, in the case where the amounts so
         distributed shall be insufficient to pay in full as aforesaid, then pro
         rata among the Certificate Holders without priority of one over the
         other in the proportion that the Participant Balance of each such
         Certificate Holder bears to the aggregate Participant Balances of all
         Certificate Holders;

                  fifth, the balance, if any, of such payment or amounts
         remaining thereafter shall be promptly distributed to, or as directed
         by, the Lessee.

     Section 7.7. Casualty and Condemnation Amounts.  Subject to Section 7.6(b),
any  amounts  payable to the  Administrative  Agent as a result of a Casualty or
Condemnation  pursuant to Section 14.2 of the Master Lease and the Assignment of
Lease and Construction Agency Agreement shall be distributed as follows:

                   (a) all amounts payable to the Lessee for the repair of
         damage caused by such Casualty or Condemnation in accordance with
         Section 14.2(a) of the Master Lease shall be distributed to the Lessee,
         and

                                     -23-
<PAGE>


                   (b) all amounts that are to be applied to the purchase price
         of the related Property in accordance with Section 14.2(a) and Article
         XV of the Master Lease shall be distributed by the Administrative Agent
         to the Lenders and the Certificate Holders pro rata without priority of
         one over the other, in the proportion that the Participant Balance of
         each bears to the aggregate of all of the Participant Balances.

         Section 7.8. Certain Interim Lease Term Payments. (a) Any payment or
amount of (i) Construction Recourse Amount and/or Land Shortfall Amount received
by the Administrative Agent or (ii) condemnation awards and casualty insurance
proceeds received by the Administrative Agent with respect to any Property that
is the subject of an Event of Loss Return or Construction Return during the
Interim Lease Term thereof, shall be distributed by the Administrative Agent in
the following order of priority:

                  first, to the Administrative Agents and Agent Certificate
         Holder pro rata in accordance with, and for application to, reimburse
         them for any costs and expenses (including costs of legal counsel)
         incurred in connection with obtaining such payment of Construction
         Recourse Amount and/or Land Shortfall Amount, engaging an Appraiser to
         appraise the Appraised Value of Uncompleted Properties and obtaining
         such condemnation awards and casualty insurance proceeds;

                  second, to the extent not concurrently paid by the Lessee, to
         the Lenders for application to pay in full all accrued and unpaid
         interest on Loans made with respect to such Property;

                  third,  to  the  Lenders  for  application  to pay  in  full
          the outstanding Loans made with respect to such Property;

                  fourth, to the Certificate Holders for application to pay in
         full all accrued and unpaid Yield on Certificate Holder Amounts made
         with respect to such Property;

                  fifth, to the Certificate Holders for application to pay in
         full the outstanding Certificate Holder Amounts made with respect to
         such Property;

                  sixth, to the Administrative Agents, Agent Certificate Holder
         and the Participants pro rata in accordance with, and for application
         to, reimburse such Persons for any costs and expenses (including costs
         of legal counsel, Construction Costs, Completion Costs and Construction
         Termination Costs) incurred in connection with such Property;

                  seventh, the balance, if any, shall be held by the
         Administrative Agent in the Account as collateral security for the
         Lessee's performance of its obligations under the Operative Documents;
         and

                  eighth, the balance, if any shall be promptly distributed to,
         or as directed by, the Lessee.


                                     -24-
<PAGE>


         (b) Any payment or amount (other than any such payment or amount
described in clause (a) above) received by the Administrative Agent with respect
to any Uncompleted Property (including any proceeds received from the sale or
reletting of any Uncompleted Property) following (i) a Construction Agency
Agreement Event of Default for which recourse to the Lessee and Construction
Agent is limited as set forth in Section 5.4 of the Construction Agency
Agreement or (ii) an Event of Loss Return with respect to any Uncompleted
Property, shall be distributed by the Administrative Agent in the following
order of priority:

                  first, to the Administrative Agent and Agent Certificate
         Holder to pay in full all costs and expenses (including costs of legal
         counsel) incurred in connection with such sale or reletting, all
         Completion Costs and Construction Termination Costs incurred by the
         Administrative Agent and Agent Certificate Holder (to the extent not
         previously or concurrently paid or reimbursed by the Lessee or
         Construction Agent) and all other costs and expenses incurred by the
         Administrative Agent and Agent Certificate Holder in connection with
         such Property (including without limitation, any costs incurred in
         connection with the construction of Improvements);

                 second,  to the Participants pro rata in accordance with, and
          for application to pay in full, all accrued and unpaid  interest and
          Yield then due and owing;

                  third, to the Lenders pro rata in accordance with, and for
         application to pay in full, all outstanding Loans made with respect to
         Uncompleted Properties;

                  fourth, to the Certificate Holders pro rata in accordance
         with, and for application to pay in full, all outstanding Certificate
         Holders Amounts made with respect to Uncompleted Properties;

                  fifth, to the Participants pro rata in accordance with, and
         for application to, reimburse such Persons for any costs and expenses
         (including costs of legal counsel) incurred in connection with such
         Property;

                  sixth, the balance, if any shall be held by the Administrative
         Agent in the Account as collateral security for the Lessee's and
         Construction Agent's performance of their respective obligations under
         the Operative Documents; and

                  seventh, the balance, if any shall be promptly distributed to,
         or as directed by, the Lessee.

         (c) All amounts (other than amounts described in clause (a) or (b)
above) received by the Administrative Agent during the continuance of a
Construction Agency Agreement Event of Default not constituting a Lease Event of
Default (it being understood that all amounts received during the continuance of
a Lease Event of Default shall be distributed as set forth in Section 7.6) shall
be distributed by the Administrative Agent in the following order of priority:

                  first, so much of such payment or amount as shall be required
         to reimburse the Agent and Agent Certificate Holder for (x) any tax,

                                     -25-
<PAGE>

         expense or other loss incurred by the Administrative Agent or the Agent
         Certificate Holder (to the extent not previously reimbursed and to the
         extent incurred in connection with any duties as the Administrative
         Agent or Agent Certificate Holder, as the case may be), (y) any amounts
         payable to them pursuant to any expense reimbursement or
         indemnification provisions of the Operative Documents and any unpaid
         ongoing fees of the Administrative Agent or the Agent Certificate
         Holder and (z) costs and expenses (including costs of legal counsel)
         incurred in connection with any sale or reletting of Uncompleted
         Properties, and all Completion Costs and Construction Termination Costs
         incurred by the Agents (to the extent not previously or concurrently
         paid or reimbursed by the Lessee or Construction Agent) and all other
         costs incurred in connection with Uncompleted Properties (including,
         without limitation, any costs incurred in connection with the
         construction of Improvements), shall be distributed to the
         Administrative Agent and the Agent Certificate Holder without priority
         of one over the other in accordance with the amount of such payment or
         amount payable to such Person;

                  second, so much of such payments or amounts as shall be
         required to pay the Lenders and the Certificate Holders the amounts
         payable to them pursuant to any expense reimbursement or
         indemnification provisions of the Operative Documents shall be
         distributed to each such Lender and Certificate Holder without priority
         of one over the other in accordance with the amount of such payment or
         payments payable to each such Person;

                  third, to the  Participants  pro rata in accordance with, and
         for application to pay in full, all accrued and unpaid interest and
         Yield then due and owing;

                  fourth, to the Lenders pro rata in accordance with, and for
         application to pay in full, all outstanding Loans made with respect to
         Uncompleted Properties;

                  fifth, to the Certificate Holders pro rata in accordance with,
         and for application to pay in full, all outstanding Certificate Holders
         Amounts made with respect to Uncompleted Properties;

                  sixth, to the Participants pro rata in accordance with, and
         for application to, reimburse such Persons for any costs and expenses
         (including costs of legal counsel) incurred in connection with such
         Property;

                  seventh, the balance, if any shall be held by the
         Administrative Agent in the Account as collateral security for the
         Lessee's and Construction Agent's performance of their respective
         obligations under the Operative Documents; and

                  eighth, the balance, if any shall be promptly distributed to,
         or as directed by, the Lessee.

         Section 7.9. Other Payments. (a) Except as otherwise provided in
Sections 7.1, 7.2, 7.6 and clause (b) below, any payment received by the
Administrative Agent for which no provision as to the application thereof is
made in the Operative Documents or elsewhere in this Article VII (including any

                                     -26-
<PAGE>

balance remaining after the application in full of amounts to satisfy any
expressed provision) shall be distributed pro rata among the Lenders and the
Certificate Holders without priority of one over the other, in the proportion
that the Participant Balance of each bears to the aggregate of all the
Participant Balances; provided that if there is any shortfall in a payment, the
Lenders shall be paid prior to the Certificate Holders.

         (b) Except as otherwise provided in Sections 7.1, 7.2 and 7.6, all
payments received and amounts realized by the Administrative Agent or the Agent
Certificate Holder under the Master Lease or otherwise with respect to the
Properties to the extent received or realized at any time after the indefeasible
payment in full of the Participant Balances of all of the Lenders and the
Certificate Holders and any other amounts due and owing to the Lenders or the
Certificate Holders, shall be distributed forthwith by the Administrative Agent
or the Agent Certificate Holder, as the case may be, in the order of priority
set forth in Section 7.6(a).

         (c) Except as otherwise provided in Sections 7.1 and 7.2, any payment
received by the Administrative Agent or the Agent Certificate Holder for which
provisions as to the application thereof is made in an Operative Document but
not elsewhere in this Article VII shall be distributed forthwith by the Agent
Certificate Holder or the Administrative Agent to the Person and for the purpose
for which such payment was made in accordance with the terms of such Operative
Document.

        Section 7.10. Order of Application. To the extent any payment made to
any Lender or any Certificate Holder pursuant to Sections 7.2, 7.3, 7.4, 7.6,
7.7, 7.8 or 7.9 is insufficient to pay in full the Participant Balance of such
Lender or Certificate Holder, then each such payment shall first be applied to
accrued interest or Yield and then to principal on the Loans or the Certificate
Holder Amounts, as applicable.

     Section 7.11. Payments to Account.  All payments made to the Administrative
Agent pursuant to the Operative Documents shall be made to the Account.


                                  ARTICLE VIII

                                 REPRESENTATIONS

         Section 8.1. Representations of the Participants. Each Participant
represents and warrants to each other Participant, the Agent Certificate Holder,
the Administrative Agent (provided that during the Interim Lease Period such
representations and warranties with respect to the relevant Uncompleted Property
shall run solely in favor of the Lessor Trust) and the Lessee that:

                  (a) ERISA. Such Participant is not and will not be making its
         Loans or funding its Certificate Holder Amounts hereunder, and is not
         performing its obligations under the Operative Documents, with the
         assets of an "employee benefit plan" (as defined in Section 3(3) of
         ERISA) which is subject to Title I of ERISA, or "plan" (as defined in
         Section 4975(e)(1) of the Code).

                                     -27-
<PAGE>

                  (b) Status. Such Participant meets at least one of the
         definitions (other than as a "Certificate Holder" or a "Lender") of the
         term "Eligible Assignee."

                  (c) Securities. Each Participant is participating in the
         Transactions for its own account and not with a view toward
         redistribution; provided that disposition of its rights hereunder shall
         remain in its control and the foregoing shall not affect the ability of
         any Participant to assign or sell participations in its rights in
         accordance with the Operative Documents.

         Section 8.2. Representations of the Lessee and the Guarantors. The
Lessee and the Guarantor each hereby represent and warrant to each Participant,
the Lessor Trust, the Owner Trustee, the Agent Certificate Holder and the
Administrative Agent (provided that during the Interim Lease Term such
representations and warranties with respect to the relevant Uncompleted
Properties shall run solely in favor of the Lessor Trust), as to itself, that:

                  (a) Lessee and Guarantor Organization; Powers. The Lessee and
         Guarantors each (i) is a corporation duly organized, validly existing
         and in good standing under the laws of California, (ii) has all
         requisite power and authority to own its property and assets and to
         carry on its business as now conducted and as proposed to be conducted,
         (iii) is qualified to do business in every jurisdiction where such
         qualification is required, except where the failure so to qualify would
         not result in a Material Adverse Effect, (iv) has the corporate power
         and authority to execute, deliver and perform its obligations under
         each of the Operative Documents and each other agreement or instrument,
         if any, contemplated thereby to which it is or will be a party
         hereunder, and (v), with respect to Lessee, has its chief executive
         office located at 841 Latour Court, Napa, California 94558.

                  (b) Authorization. The execution, delivery and performance by
         Lessee and the Guarantor of each of the Operative Documents to which it
         is a party (i) have been duly authorized by all requisite corporate
         and, if required, stockholder action and (ii) will not (A) violate (x)
         any provision of law, statute, rule or regulation, or of the
         certificate or articles of incorporation or other constitutive
         documents or bylaws of Lessee or the Guarantor, (y) any order, writ,
         ruling, injunction or decree of any Governmental Authority binding on
         it or (z) any provision of any indenture, agreement or other instrument
         to which Lessee or the Guarantor is a party or by which either of such,
         or any of their property is or may be bound except for violations
         which, in the case of clauses (y) and (z), would not have a Material
         Adverse Effect, (B) be in conflict with, result in a breach of or
         constitute (alone or with notice or lapse of time or both) a default
         under any such indenture, agreement or other instrument except for
         breaches or defaults which would not have a Material Adverse Effect or
         (C) result in the creation or imposition of (or the obligation to
         create or impose) any Lien upon or with respect to any property or
         assets now owned or hereafter acquired by Lessee or any Guarantor
         except pursuant to the Operative Documents.

                   (c) Enforceability. (i) This Participation Agreement has been
         duly executed and delivered by the Lessee and the Guarantor and
         constitutes, and each other Operative Document to which Lessee or the

                                      -28-
<PAGE>

         Guarantor is a party when executed and delivered by such party will
         constitute, a legal, valid and binding obligation of Lessee or the
         Guarantor enforceable against such in accordance with its terms, except
         as such enforceability may be limited by (A) applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         the enforcement of creditors' rights generally and (B) general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding in equity or at law).

                           (ii) If the transactions are treated as creating a
                  secured loan to Lessee, as is the intent of the parties
                  hereto, each of the Lessor Financing Statements, the Lessor
                  Mortgage and the Lease Supplements, if any, creates, or upon
                  their execution, recordation and filing will create valid
                  security interests in and mortgage liens on the Property
                  purported to be covered thereby, which security interests and
                  mortgage liens are, and will remain to the extent appropriate
                  UCC continuation filings are made, perfected security
                  interests and mortgage liens, prior to all Liens other than
                  Permitted Property Liens.


                  (d) Governmental and Other Approvals. No action, consent or
         approval of, registration or filing with or any other action by any
         Governmental Authority or any third party is or will be required in
         connection with the activities of Lessee and the Guarantor pursuant to
         the Transactions or the enforceability of any Operative Document
         against either Lessee or the Guarantor to which Lessee or the Guarantor
         is a party, except such as have been made or obtained and are in full
         force and effect.

                  (e) Financial Statements. RMC has heretofore furnished to the
         Administrative Agent, the Agent Certificate Holder and each Participant
         with the following financial statements, identified by a principal
         financial officer of RMC: (i) a consolidated balance sheet of RMC and
         its Subsidiaries as at fiscal year end in each of the three fiscal
         years of RMC most recently completed prior to the date as of which this
         representation is made or repeated to such Participant (other than
         fiscal years completed within ninety (90) days prior to such date for
         which audited financial statements have not been released) and
         consolidated statements of operations and cash flows and a consolidated
         statement of capital stock and retained earnings of RMC and its
         Subsidiaries for each such year, all reported on by
         PricewaterhouseCoopers LLP (or any other independent public accounting
         firm of recognized national standing) and (ii) a consolidated balance
         sheet of RMC and its Subsidiaries as at the end of the quarterly period
         (if any) most recently completed prior to such date and after the end
         of such fiscal year (other than quarterly periods completed within 60
         days prior to such date for which financial statements have not been
         released) and the comparable quarterly period in the preceding fiscal
         year and consolidated statements of operations and cash flows and a
         consolidated statement of capital stock and retained earnings for the
         period from the beginning of the fiscal years in which such quarterly
         periods are included to the end of such quarterly period, prepared by
         RMC. Such financial statements (including any related schedules and/or
         notes) are true and correct in all material respects (subject, as to
         interim statements, to changes resulting from audits and year-end
         adjustments), have been prepared in accordance with GAAP consistently
         followed throughout the periods involved and show all liabilities,


                                      -29-
<PAGE>

         direct and contingent, of RMC and its Subsidiaries required to be shown
         in accordance with such principles. The balance sheets fairly present
         the condition of RMC and its Subsidiaries as at the dates thereof, and
         the statements of operations, capital stock and retained earnings and
         cash flows fairly present the results of the operations of RMC and its
         Subsidiaries and their cash flows for the periods indicated.

                  (f) Intentionally Omitted

                  (g) Title to Properties. RMC and each of its Subsidiaries,
         including Lessee, has good and indefeasible title to its respective
         real properties (other than properties which it leases) and good title
         to all of its other respective properties and assets, including the
         properties and assets reflected in the most recent audited balance
         sheet referred to in Section 8.2(e) (other than properties and assets
         disposed of in the ordinary course of business), subject to no Lien of
         any kind except Liens permitted by Section 10.2(a).

                  (h) Intentionally Omitted

                  (i) Litigation; Compliance with Laws. There is no action,
         suit, investigation or proceeding pending or, to the knowledge of the
         Lessee or the Guarantor, threatened against the Lessee or the Guarantor
         or any of the Subsidiaries, or any properties or rights of the Lessee
         or the Guarantor or any of the Subsidiaries, by or before any court,
         arbitrator or administrative or governmental body that could be
         reasonably expected to result in a Material Adverse Effect.

                  (j) Federal Reserve Regulations. (i) neither Lessee nor the
         Guarantor is engaged in the business of extending credit for the
         purpose of purchasing or carrying Margin Stock.

                           (ii) No part of the proceeds of any Advance will be
                  used by the Lessee, whether directly or indirectly, and
                  whether immediately, incidentally or ultimately, (A) to the
                  purchase or carry Margin Stock or to extend credit to others
                  for the purpose of purchasing or carrying Margin Stock or to
                  refund indebtedness originally incurred for such purpose, or
                  (B) for any purpose which entails a violation of, or which is
                  inconsistent with the provisions of the Regulations of the
                  F.R.S. Board, including Regulation U or X.

                  (k) Governmental Regulation. Neither Lessee nor the Guarantor
         is an "investment company" or a company "controlled" by an "investment
         company" as defined in, or subject to regulation under, the Investment
         Company Act of 1940 or subject to regulation under the Public Utility
         Holding Company Act of 1935.

                  (l) Use of Proceeds. The proceeds of each Advance will be used
         only for the purpose of financing the acquisition of Land or leasehold
         interests therein (and Improvements existing thereon, if any) and, the
         payment of Property Improvement Costs incurred in connection therewith.

                                      -30-
<PAGE>

                  (m) Tax Returns. The Lessee, RMC and each of the Subsidiaries
         has filed all federal, state and other income tax returns which, to the
         actual knowledge of the officers of the Lessee, RMC and the
         Subsidiaries, are required to be filed, and each has paid all taxes as
         shown on such returns and on all assessments received by it to the
         extent that such taxes have become due, except such taxes (i) as are
         being contested in good faith by appropriate proceedings for which
         adequate reserves have been established in accordance with GAAP or (ii)
         the non-payment of which (a) could not be reasonably expected to have a
         Material Adverse Effect, and (b) does not result in the creation of any
         Lien other than Liens permitted by Section 10.2(b) hereof.

                  (n) No Misstatements. Neither the Operative Documents nor any
         other document, certificate or statement furnished to the Participant
         by or on behalf of the Lessee or the Guarantor in connection herewith
         contains any untrue statement of a material fact or omits to state a
         material fact necessary in order to make the statements contained
         herein and therein not Materially misleading.

                  (o) ERISA. No accumulated funding deficiency (as defined in
         section 302 of ERISA and section 412 of the Code), whether or not
         waived, exists with respect to any Plan (other than a Multiemployer
         Plan). No liability to the PBGC has been or is expected by RMC or any
         ERISA Affiliate to be incurred with respect to any Plan (other than a
         Multiemployer Plan) by RMC, any Subsidiary or any ERISA Affiliate which
         would have a Material Adverse Effect. Neither RMC, any Subsidiary nor
         any ERISA Affiliate has incurred or presently expects to incur any
         withdrawal liability under Title IV of ERISA with respect to any
         Multiemployer Plan which is or would be materially adverse to the
         business, property or assets, condition (financial or otherwise) or
         operations of RMC and its Subsidiaries taken as a whole. The execution
         and delivery of the Operative Documents and the consummation of the
         Transactions will be exempt from or will not involve any transaction
         which is subject to the prohibitions of section 406 of ERISA and will
         not involve any transaction in connection with which a penalty could be
         imposed under Section 502(i) of ERISA or a tax could be imposed
         pursuant to section 4975 of the Code.

                  (p) Environmental Compliance. The Lessee, RMC and the
         Subsidiaries and all of their respective properties and facilities have
         complied (or upon knowledge of a violation, have taken such steps as
         are necessary to comply) at all times and in all respects with all
         applicable foreign, federal, state, local and regional statutes, laws,
         ordinances and judicial or administrative orders, judgments, rulings
         and regulations relating to protection of the environment except, in
         any such case, where failure to so comply could not reasonably be
         expected to result in a Material Adverse Effect.

                  (q) Offer of Securities, etc. Neither Lessee, RMC nor any
         Person authorized to act on their behalf has, directly or indirectly,
         offered any interest in the Property or any other interest similar
         thereto (the sale or offer of which would be integrated with the sale
         or offer of such interest in the Property), for sale to, or solicited
         any offer to acquire any of the same from, any Person other than each
         initial Participant and the Administrative Agent, the Agent Certificate
         Holder and other "accredited investors" (as defined in Regulation D of

                                      -31-
<PAGE>

         the Securities and Exchange Commission); provided that the sale and the
         offer of sale of interests in RMC shall not be deemed a direct or
         indirect offer of any interest in the Property for the purposes of this
         subsection.

                  (r) Property. The Property as improved in accordance with the
         Plans and Specifications and the contemplated use thereof by the Lessee
         and its agents, assignees, employees, lessees, sublessees, licensees,
         tenants and subtenants shall be in material compliance with all
         Requirements of Law (including, without limitation, all zoning and land
         use laws and Environmental Laws) and Insurance Requirements, except for
         such Requirements of Law as it shall be contesting in good faith by
         appropriate proceedings. There is no action, suit or proceeding
         (including any proceeding in condemnation or eminent domain or under
         any Environmental Law) pending or, to Lessee's actual knowledge,
         threatened with respect to it, or the Property which materially
         adversely affects the title to, or the use, operation or value of, the
         Property except as has been previously disclosed to the Agent
         Certificate Holder and Administrative Agent in writing.

                  (s) Plans and Specifications. Upon completion of construction
         for each Property, all utilities required to adequately service the
         applicable Improvements for the Property's intended use as a wine
         production, distribution or storage facility will be available pursuant
         to adequate permits (including any that may be required under
         applicable Environmental Laws). No undisclosed casualty has had a
         Material Adverse Effect on any Property. Upon completion of
         construction for each Property, the Property will have available all
         Material services of public facilities and other utilities necessary
         for use and operation of the Property for its intended purpose as a
         wine production, distribution or storage facility including, without
         limitation, adequate water and electricity. All utilities serving the
         Property or proposed to serve the Property in accordance with the Plans
         and Specifications are located in, and access to the Property is
         provided by, either public rights-of-way abutting the Property or
         Appurtenant Rights. All Material licenses, approvals, authorizations,
         consents, permits (including, without limitation, building, demolition
         and environmental permits, licenses, approvals, authorizations and
         consents), easements and rights-of-way, including proof and dedication,
         required for (x) the use, treatment, storage, transport, disposal or
         disposition of any Hazardous Material on, at, under or from the
         Property during the construction of the Improvements thereon, and (y)
         construction of the Improvements on the Property in accordance with the
         Plans and Specifications and the Construction Agency Agreement have
         either been irrevocably obtained from the appropriate Governmental
         Authorities having jurisdiction or from private parties, as the case
         may be, or will be irrevocably obtained from the appropriate
         Governmental Authorities having jurisdiction or from private parties,
         as the case may be, prior to commencing any such construction or use
         and operation, as applicable. Prior to any Advance with respect of the
         Land or Improvements, the Lessee has obtained (or will obtain prior to
         the Completion Date) all appropriate Governmental Action, and has and
         will keep in full force and effect, all material operating permits
         necessary to allow for the Property to be operated in accordance with
         its intended use.

                                      -32-
<PAGE>

                  (t) Deed. With respect to the acquisition by purchase of the
         Property on the Acquisition Date, the Deed will be sufficient to convey
         good and marketable title to the Property (subject to the Permitted
         Property Liens) to the Lessor Trust. With respect to the acquisition by
         ground lease of the Property on the Acquisition Date, the ground lease
         will be sufficient to convey good and marketable leasehold title to the
         Property (subject to Permitted Property Liens) to the Lessor Trust.

                  (u) Insurance. Lessee will, on or before the Acquisition Date,
         have obtained insurance coverage covering the Property which meets the
         requirements of the Master Lease, and such coverage is in full force
         and effect.

                  (v) Flood Hazard Areas. Except as otherwise identified on the
         applicable survey, plat or map delivered pursuant to Section 6.1(p), no
         portion of the Property will be located within an area identified as a
         special flood hazardous area by the Federal Emergency Management
         Agency.

                  (w) Solvency. The Guarantor and the Lessee are Solvent.

                  (x) Intentionally Omitted.


                  (y) Conflicting Agreements and Other Matters. Neither the
         Lessee, RMC nor any of its Subsidiaries is a party to any contract or
         agreement or subject to any charter or other corporate restriction
         which has a Material Adverse Effect. None of the execution and delivery
         of this Participation Agreement or any other Operative Document, the
         making of the Loans or the fulfillment of or compliance with the terms
         and provisions hereof and of the other Operative Documents will
         conflict with, or result in a breach of the terms, conditions or
         provisions of, or constitute a default under, or result in any
         violation of, or result in the creation of any Lien upon any of the
         properties or assets of the Lessee, RMC or any of the Subsidiaries
         pursuant to, the charter or by-laws of the Lessee, RMC or any of the
         Subsidiaries, any award of any arbitrator or any agreement (including
         any agreement with stockholders), instrument, order, judgment, decree,
         statute, law, rule or regulation to which the Lessee, RMC or any of the
         Subsidiaries is subject.

         Section 8.3. Representations with Respect to each Funding Date and the
Acquisition Date. The Lessee and the Guarantor each represents and warrants to
the Administrative Agent, the Lessor Trust, the Owner Trustee, the Agent
Certificate Holder and each Participant as of each Funding Date and the
Acquisition Date, as to itself, as follows:

                  (a) Representations and Warranties. Its representations and
         warranties set forth in Section 8.2 are true and correct in all
         material respects on and as of such Funding Date and the Acquisition
         Date, as the case may be, except to the extent such representations or
         warranties relate solely to an earlier date, in which case such
         representations and warranties shall have been true and correct on and
         as of such earlier date. It is in compliance with its obligations under
         the Operative Documents and there exists no Lease Default or Lease
         Event of Default. No Lease Default or Lease Event of Default will occur
         as a result of, or after giving effect to, the Advance requested by the
         Funding Request on such date.


                                     -33-
<PAGE>
                  (b) Improvements. The Construction of the Improvements, to the
         best knowledge of the Construction Agent and Lessee, has been performed
         in a good and workmanlike manner, substantially in accordance with the
         Plans and Specifications therefor in all material respects and in
         compliance with all Insurance Requirements and Requirements of Law.

                  (c) Liens. Lessee has not permitted any Liens to be placed
         against the Property other than Permitted Property Liens.

                  (d) Advance. The amount of the Advance requested represents
         amounts advanced or to be advanced by the Construction Agent to third
         parties in connection with Land Acquisition Costs or Property
         Improvement Costs. With respect to each Advance, the conditions
         precedent to such Advance and the related Certificate Holder Amounts
         and Loans set forth in Article VI have been satisfied.

     Section 8.4.  Warranties and  Representations  of the Owner Trustee.  First
Security Bank,  National  Association  warrants and represents in its individual
capacity  notwithstanding  the provisions of Section 15.19 hereof or any similar
provision of any other Operative Document, that:

                  (a) First Security Bank, National Association

                           (i) is a national banking association and has the
                  capacity to act as trustee of a trust which owns real property
                  located in the State of California;

                           (ii) has the corporate power and authority to enter
                  into and perform its obligations under the Trust Agreement and
                  this Participation Agreement; and

                           (iii) has full right, power and authority under the
                  Trust Agreement to enter into and perform its obligations, as
                  Owner Trustee on behalf of the Lessor Trust, under the
                  Operative Documents.

                  (b) There are no actions or proceedings pending, or to the
         knowledge of First Security Bank, National Association, threatened,
         against or affecting First Security Bank, National Association in or
         before any Governmental Authority which, if adversely determined, would
         materially and adversely affect the Trust Estate or would call into
         question the right, power and authority of First Security Bank,
         National Association to enter into or perform the Trust Agreement and
         each Operative Documents to which it is a party.

                  (c) The Trust Estate will be free and clear of any liens and
         encumbrances which result from claims against First Security Bank,
         National Association in its individual capacity. First Security Bank,

                                      -34-
<PAGE>

         National Association, in its individual capacity, has not by
         affirmative act, conveyed any interest in the Trust Estate to any
         Person or subjected the Trust Estate to any Lien, and will not do so by
         affirmative act.

                  (d) The Trust Agreement and (insofar as it is entering into
         this Participation Agreement in its individual capacity) this
         Participation Agreement have been duly authorized by all necessary
         corporate action on the part of First Security Bank, National
         Association, have been duly executed and delivered by First Security
         Bank, National Association and constitute the valid and binding
         obligations of First Security Bank, National Association enforceable
         against First Security Bank, National Association in accordance with
         the terms thereof, except as such enforceability may be limited by (i)
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the enforcement of creditors' rights generally
         and (ii) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

                  (e) Neither any relationship between First Security Bank,
         National Association and any other Person, nor any circumstance in
         connection with the execution and delivery of the Trust Agreement or
         this Participation Agreement, is such as to require a consent, approval
         or authorization of, or filing, registration or qualification with, any
         Governmental Authority on the part of First Security Bank, National
         Association in connection with the execution and delivery of the Trust
         Agreement or this Participation Agreement other than as contemplated by
         the Operative Documents.

                  (f) The execution and delivery of the Trust Agreement and this
         Participation Agreement and compliance by First Security Bank, National
         Association with all of the provisions thereof do not and will not
         contravene any federal law of the United States of America or any law
         of the States of Utah or California regulating the banking or trust
         activities or business of First Security Bank, National Association, or
         any order of any Governmental Authority applicable to or binding on
         First Security Bank, National Association or its articles of
         association or its by-laws.

                  (g) The Operative Documents to which Owner Trustee is a party
         have been duly executed and delivered by the Owner Trustee and the
         Operative Documents to which Lessor Trust is a party have been duly
         executed and delivered by Owner Trustee on behalf of Lessor Trust.

                  (h) Both First Security Bank, National Association's chief
         executive office and the place where its active records concerning the
         Project and the Lessor Trust are kept are located in 79 South Main
         Street, Salt Lake City, Utah 84111.

     Section 8.5. Warranties and Representations of the Lessor Trust. The Lessor
Trust warrants and represents that:

                  (a) The Lessor Trust is a grantor trust duly formed by a
         valid, binding and effective declaration of trust by Agent Certificate
         Holder and the Owner Trustee and has all requisite power and authority

                                      -35-
<PAGE>

         under the Trust Agreement to execute and deliver, and to perform its
         obligations under, the Operative Documents to which it is a party.

                  (b) The Operative Documents to which it is, or will be, a
         party are duly authorized pursuant to the Trust Agreement and such
         Operative Documents have been duly executed and delivered by the Lessor
         Trust, and constitute, and each other Operative Document to which
         Lessor Trust is a party when executed and delivered by Lessor Trust
         will constitute, the valid and binding obligations of the Lessor Trust
         enforceable against the Lessor Trust in accordance with the respective
         terms thereof, except as such enforceability may be limited by (i)
         applicable bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the enforcement of creditors' rights generally
         and (ii) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

                  (c) The Lessor Trust is not in violation of any term of any of
         the Operative Documents.

                  (d) Neither the execution and delivery of the Operative
         Documents, the consummation of the transactions contemplated thereby
         nor the fulfillment of or compliance with the provisions thereof nor
         any circumstance in connection with the issuance of the Certificates
         will require consent, approval, authorization, filing, registration or
         qualification under or conflict with or violate any Applicable Law
         having jurisdiction over the Lessor Trust or any of the Property of the
         Lessor Trust, except as contemplated by the Operative Documents.

                  (e) The Lessor Trust has not by affirmative act conveyed any
         interest in the Trust Estate to any Person or subjected the Trust
         Estate to any Lien except pursuant to the Operative Documents, and will
         not do so by affirmative act.

                  (f) On the date hereof, the Lessor Trust is "located" (as
         defined in ss.9-103(3)(d) of the Uniform Commercial Code) at 79 South
         Main Street, Salt Lake City, Utah 84111.

                  (g) Neither the Lessor Trust nor any Person authorized by the
         Lessor Trust to act on its behalf has offered or sold any interest in
         the Lease, or in any similar security relating to the Property, or in
         any security the offering of which for the purposes of the Securities
         Act would be deemed to be part of the same offering as the offering of
         the aforementioned securities to, or solicited any offer to acquire any
         of the same from, any Person other than the Agent Certificate Holder,
         Administrative Agent and the Participants, and neither the Lessor Trust
         nor any Person authorized by the Lessor Trust to act on its behalf will
         take any action which would subject the issuance or sale of any
         interest in the Lease or the Property to the provisions of Section 5 of
         the Securities Act or require the qualification of any Operative
         Document under the Trust Indenture Act of 1939, as amended.


                                      -36-
<PAGE>

                  (h) The Lessor Trust is a single purpose entity whose sole
         purpose is the leasing and ownership of the Property and related
         purposes and whose sole asset will be the Property and ancillary
         rights.


                                   ARTICLE IX

                           PAYMENT OF CERTAIN EXPENSES

         The Lessee agrees, for the benefit of the Arranger, the Lessor Trust,
the Owner Trustee, the Trust Company, the Agent Certificate Holder, the
Administrative Agent, the Certificate Holders and the Lenders, that:

         Section 9.1. Transaction Expenses. (a) The Lessee shall pay, or cause
to be paid, from time to time all Transaction Expenses in respect of the
transactions on the Documentation Date, the Acquisition Date and each Funding
Date to the extent provided herein; provided, however, that, if the Lessee has
not received written invoices therefor at least two (2) Business Days prior to
such date, such Transaction Expenses shall be paid within thirty (30) days after
the Lessee has received written invoices therefor.

         (b) The Lessee shall pay or cause to be paid (i) all Transaction
Expenses incurred by the Agent Certificate Holder, Lessor Trust, Owner Trustee,
the Trust Company, the Administrative Agent or the Arranger in entering into any
future amendments or supplements with respect to any of the Operative Documents,
whether or not such amendments or supplements are ultimately entered into, or
giving or withholding of waivers or consents hereto or thereto, in each case
which have been requested by the Lessee, (ii) all Transaction Expenses incurred
by the Arranger, the Agent Certificate Holder, Lessor Trust, Owner Trustee, the
Trust Company, the Administrative Agent, the Lenders or the Certificate Holders
in connection with the purchase of the Property by Lessee or other Person
pursuant to Articles XVIII and XXI of the Master Lease or pursuant to the
Construction Agency Agreement and (iii) after the occurrence and during the
continuance of a Lease Event of Default or a Construction Agency Event of
Default, all Transaction Expenses incurred by any of the Participants, the Agent
Certificate Holder, Lessor Trust, Owner Trustee, the Trust Company, the
Administrative Agent or the Arranger in respect of enforcement of any of their
rights or remedies against the Lessee or the Guarantor in respect of the
Operative Documents.

         Section 9.2. Brokers' Fees and Stamp Taxes. The Lessee shall pay or
cause to be paid any brokers' fees and any and all stamp, transfer and other
similar taxes, fees and excise, if any, including any interest and penalties,
which are payable in connection with the transactions contemplated by this
Participation Agreement and the other Operative Documents; provided that Lessee
shall be entitled to reimbursement therefor hereunder.

         Section 9.3. Loan Agreement and Related Obligations. Subject to the
limitations on recourse with respect to each Uncompleted Property during the
Interim Lease Period set forth in the Construction Agency Agreement, if a Lease
Event of Default has occurred and is continuing, the Lessee shall pay, without
duplication of any other obligation of any Lessee or the Lessee to pay any such
amount under the Operative Documents, before the due date thereof, all costs,

                                      -37-
<PAGE>

expenses and other amounts (other than principal and interest on the Loans which
are payable to the extent otherwise required by the Operative Documents)
required to be paid by the Agent Certificate Holder, Lessor Trust, Owner
Trustee, the Trust Company, Administrative Agent or any of the Lenders or
Certificate Holders under the Loan Agreement and the Assignment of Lease and
Rent and the Construction Agency Agreement Assignment.


                                    ARTICLE X

                         OTHER COVENANTS AND AGREEMENTS

        Section 10.1. Affirmative Covenants of Lessee and the Guarantor. The
Lessee and the Guarantor covenants and agrees with the Lessee, Arranger, the
Agent's Certificate Holder, Lessor Trust, Owner Trustee, the Administrative
Agent, the Certificate Holders and the Lenders that, so long as this
Participation Agreement shall remain in effect or the principal or interest on
any Loan, any Certificate Holder Amount or Yield thereon, or any fees or any
other expenses or amounts payable under an Operative Document shall be unpaid
and until all Commitments shall have been permanently terminated, unless the
Required Participant shall otherwise consent in writing, the Lessee and the
Guarantor will:

                  (a) Corporate Existence, Etc. Preserve and keep in full force
         and effect, and will cause each Material Subsidiary to preserve and
         keep in full force and effect, its corporate existence and all licenses
         and permits necessary to the proper conduct of its business where the
         failure to do so could reasonably be expected to have a Material
         Adverse Effect, provided that the foregoing shall not prevent any
         transaction permitted by Section 10.2.

                  (b) Insurance. Maintain, and will cause each of its Material
         Subsidiaries to maintain, insurance coverage by financially sound and
         reputable insurers and in such forms and amounts and against such risks
         as are consistent with RMC's insurance practices existing on the
         Closing Date.

                  (c) Taxes, Claims for Labor and Materials; Compliance with
         Laws. (i) Promptly pay and discharge, and will cause each of its
         Material Subsidiaries promptly to pay and discharge, all lawful taxes,
         assessments and governmental charges or levies imposed upon it or such
         Material Subsidiary, respectively, or upon or in respect of all or any
         part of its property or business or of such Material Subsidiary, all
         trade accounts payable in accordance with usual and customary business
         terms, and all claims for work, labor or materials, which if unpaid
         might become a Lien upon any of its property or such Material
         Subsidiary; provided it or such Material Subsidiary shall not be
         required to pay any such tax, assessment, charge, levy, account payable
         or claim if (1) the validity, applicability or amount thereof is being
         contested in good faith by appropriate actions or proceedings which
         will prevent the forfeiture or sale of any of its property or such
         Material Subsidiary or any material interference with the use thereof
         by it or such Material Subsidiary, and (2) it or such Material
         Subsidiary shall set aside on its books, reserves deemed by it to be
         adequate with respect thereto.

                                      -38-
<PAGE>

                           (ii) Promptly comply and will cause each of its
                  Material Subsidiaries to promptly comply with all laws,
                  ordinances or governmental rules and regulations to which it
                  is subject, including, without limitation, ERISA and all
                  Environmental Laws, the violation of which could have a
                  Material Adverse Effect or would result in any Lien not
                  permitted hereunder.

                  (d) Intentionally Omitted.

                  (e) Nature of Business. Neither Lessee, the Guarantor nor any
         of their respective Material Subsidiaries will engage in any business
         if, as a result, the general nature of the business, taken on a
         consolidated basis, which would then be engaged in by Lessee, the
         Guarantor and their Material Subsidiaries would be Materially changed
         from the general nature of the business engaged in by Lessee, the
         Guarantor and their Material Subsidiaries on the date hereof.

                  (f) Visitation Rights. At any reasonable time and from time to
         time upon reasonable prior notice, permit the Lenders and Certificate
         Holders or any agents or representatives thereof, to examine and make
         copies of and abstracts from the records and books of account of, and
         visit the properties of the Lessee, the Guarantor and any of their
         subsidiaries, and to discuss the affairs, finances and accounts of the
         Lessee, the Guarantor and any of their subsidiaries with any of their
         respective officers or directors.

                  (g) Financial Information. Provide the following information
         and statements and such additional information as may be requested by
         the Lenders or Certificate Holders from time to time:

                           (i) Within 120 days of RMC fiscal year-end, annual
                  consolidated financial statements of RMC which are audited
                  (with an opinion satisfactory to the Lenders and Certificate
                  Holders) by a Certified Public Accountant acceptable to the
                  Lenders and Certificate Holders and which include, without
                  limitation, consolidated balance sheets as of the end of such
                  year and consolidated statements of income for such year.

                           (ii) Within 90 days of the last day of each calendar
                  quarter, except for the last quarter, RMC's quarterly
                  consolidated financial statements which are certified by RMC's
                  Chief Financial officer or other qualified officer and which
                  include, without limitation, consolidated balance sheets,
                  consolidated statements of income, comparable statements for
                  the corresponding quarter of the prior year along with a
                  Compliance Certificate substantially in the form of Exhibit M.
                  Each of the foregoing statements and reports shall include
                  comparative data comparing, to the extent such data is
                  available, actual results to the plan for such quarter.

                           (iii) Within 30 days after the filing with the
                  Securities and Exchange Commission, RMC's Form 10-K Annual
                  Report, From 10-Q Quarterly Report and 8-K Current Report.


                                      -39-
<PAGE>
                           (iv) Promptly upon the Lenders' or Certificate
                  Holders' request(s), such other statements, lists of property
                  and accounts, budgets, forecasts or reports as the Lenders or
                  Certificate Holders may from time to time request.

                  (h) Consolidated Funded Debt Maintenance Ratio. Maintain at
         all times a ratio of Consolidated Funded Debt to Consolidated Total
         Capitalization of less than or equal to 0.65 to 1.0.

                  (i) Consolidated Adjusted Net Worth. Maintain at all times
         Consolidated Adjusted Net Worth at an amount not less than the sum of
         (a) $215,000,000 plus (b) 25% of Consolidated Net Income for each
         Specified Fiscal Period ending after December 31, 1999, provided that
         notwithstanding that Consolidated Net Income for any elapsed Specified
         Fiscal Period may be a deficit figure, no reduction as a result thereof
         shall be made in the sum to be maintained pursuant hereto.

                  (j) Fixed Charges Coverage Ratio. Maintain at all times the
         ratio of Consolidated Net Income Available for Fixed Charges for the
         immediately preceding four fiscal quarter period to Consolidated Fixed
         Charges less a reasonable estimate of capitalized interest included in
         the depreciation expenses used to arrive at the Consolidated Net Income
         for such four fiscal quarter period at not less than 1.50 to 1.0.

                  (k) Consolidated Total Liabilities to Consolidated Adjusted
         Net Worth Ratio. Maintain on a consolidated basis, as of the last day
         of each fiscal quarter, a ratio of Consolidated Total Liabilities to
         Consolidated Adjusted Net Worth of not more than 2.00:1.0.

                  (l) Management and Policies. Robert Mondavi, R. Michael
         Mondavi, Timothy Mondavi, Marcia Mondavi Borger and their respective
         spouses and the issue of Robert Mondavi shall at all times control and
         direct the management and policies of RMC.

        Section 10.2. Negative Covenants of Lessee and the Guarantor. The Lessee
and the Guarantor covenants and agrees with the Lessee, the Arranger, the Agent
Certificate Holder, Lessor Trust, Owner Trustee, the Administrative Agent, the
Certificate Holders and the Lenders that, so long as this Participation
Agreement shall remain in effect or the principal or interest on any Loan, any
Certificate Holder Amount or Yield thereon, or any fee or any other expenses or
amounts payable under any Operative Documents shall be unpaid, and until all
Commitments shall have been permanently terminated, unless the Required
Participants shall otherwise consent in writing, the Lessee and the Guarantor
will not:

                  (a) Create or suffer to exist, or permit any of its
         Subsidiaries to create or suffer to exist, any Lien, security interest
         or other charge or encumbrance, or any other type of preferential
         arrangement, upon or with respect to any of its property, whether now
         owned or hereafter acquired, or assign, or permit any of its
         Subsidiaries to assign, any right to receive income, in each case to
         secure any Debt of any Person or entity, except:

                                      -40-
<PAGE>

                           (i) existing Liens at the time of the issuance of the
                  Loans or Certificate Holders Amounts;

                           (ii) Liens created by or resulting from any
                  litigation or legal proceeding which are currently being
                  contested in good faith by appropriate proceedings unless the
                  judgment they secure shall not have been stayed, bonded or
                  discharged within 60 days;

                           (iii) other Liens incidental to the normal conduct of
                  the business of RMC or any Subsidiary or the ownership of its
                  property which are not incurred in connection with the
                  incurrence of Indebtedness and which do not in the aggregate
                  materially impair the use of such property in the operation of
                  the business of RMC or any Subsidiary or the value of such
                  property for the purposes of such business.

                           (iv) pledges or deposits to secure obligations under
                  workers compensation laws or similar legislation to secure
                  public or statutory obligations of RMC or any Subsidiary;

                           (v)(a) any Lien, including capitalized leases, on
                  property or in rights relating thereto to secure any rights
                  granted with respect to such property in connection with the
                  financing of all or a part of the purchase price or the cost
                  of the construction, extension or improvement of new or
                  existing property created contemporaneously with, or within
                  270 days after, such acquisition, extension, improvement or
                  the completion of such construction; (b) any Lien on property
                  existing on such property at the time of acquisition thereof,
                  whether or not the Indebtedness secured thereby is assumed by
                  RMC or any Subsidiary or (c) any Lien existing on the property
                  or outstanding shares or Indebtedness of a corporation at the
                  time such corporation is merged into or consolidated with RMC
                  or at the time of a sale, lease or other disposition of the
                  properties or outstanding shares or Indebtedness of a
                  corporation or firm as an entirety to RMC or any Subsidiary;

                           (vi) Liens for taxes or assessments or other
                  governmental charges or levies, either (i) not yet due or
                  payable or (ii) which are currently being contested in good
                  faith by appropriate proceedings;

                           (vii) Liens securing Indebtedness of a Subsidiary
                  owing to RMC;

                           (viii) notwithstanding the restrictions provided
                  herein, RMC or any of its Subsidiaries may create, issue,
                  incur or assume Liens and secured Indebtedness not otherwise
                  permitted by (i) through (vii) above provided that the sum of:
                  (a) such Liens or secured Indebtedness incurred solely under
                  this clause (viii); and (b) the amount of Indebtedness
                  incurred solely under (v) of the provision on Subsidiary
                  Restrictions (section 10.02(b)) does not exceed an amount
                  equal to 10% of Consolidated Total Assets;

                                      -41-
<PAGE>

                           (ix) the extension, renewal or replacement of any
                  Lien permitted by the foregoing in respect of the same
                  property subject to such Lien (without increase of principal
                  amount of the Indebtedness secured thereby); and

                           (x) Liens securing any Indebtedness of Lessee or
                  Guarantor or any of their Subsidiaries to secure the
                  Obligations.

                  (b) RMC's Subsidiaries (except RME) may not issue, incur or
         assume any Indebtedness, except Indebtedness which is:

                           (i) owed to RMC or another Subsidiary;

                           (ii) existing Indebtedness of a Subsidiary
                  outstanding at the time of the issuance of the Loans and
                  Certificate Holder Amounts;

                           (iii) any Indebtedness secured by Liens permitted to
                  be incurred under clause (v) of section 10.02(a);

                           (iv) any Indebtedness outstanding when such entity
                  becomes a Subsidiary or is merged or consolidated with another
                  Subsidiary;

                           (v) notwithstanding the restrictions provided herein,
                  Subsidiaries may issue, incur or assume additional
                  Indebtedness not otherwise permitted by (i) through (iv) above
                  provided that the sum of such Indebtedness incurred solely
                  under this clause (v) and Indebtedness incurred solely under
                  clause (viii) of section 10.02(a) does not exceed an amount
                  equal to 10% of Consolidated Total Assets; and

                           (vi) renewals, extensions and refundings of
                  Indebtedness permitted by the foregoing provided that the
                  outstanding amount of Indebtedness is not increased.

                  Notwithstanding Section 10.02(a) and (b), RMC shall not create
         or suffer to exist, or permit any of its Subsidiaries to create or
         suffer to exist, any Lien upon or with respect to any of their
         inventory, accounts receivable or general intangibles as defined by
         Division 9 of the California Commercial Code, except the Liens set
         forth in subsections 10.02(a)(ii), (iii), (iv) and (vi). In the event
         that any property, asset or income or profits therefrom is subject to a
         Lien not expressly enumerated in Section 10.02(a), RMC will make or
         cause to be made provision whereby the Loans, Certificate Holders
         Amounts and this Participation Agreement will be secured equally and
         ratably with all other Debt secured thereby and property subject to
         such Lien.

                  (c) Mergers, Consolidations and Sales of Assets. RMC will not,
         and will not permit any of its Material Subsidiaries to (i) consolidate
         with or be a party to a merger with any other corporation except in the
         case of a merger or consolidation where RMC or the Material Subsidiary
         is the surviving corporation, or (ii) sell, lease or otherwise dispose

                                      -42-
<PAGE>

         of all or substantially all of the assets of RMC and its Material
         Subsidiaries, taken as a whole, to any other Person.

                  (d) Change in Ownership of RME and Lessee. RMC will at all
         times own, directly or indirectly, not less than 100% of all of the
         issued and outstanding stock (and any securities convertible at any
         time and from time to time into capital stock) of Lessee free and clear
         of all Liens, it being understood that this Section shall not be
         construed to prevent a merger of Lessee into RMC as otherwise permitted
         by this Agreement.


                                   ARTICLE XI

                      RENEWALS; REPLACEMENT OF PARTICIPANTS

        Section 11.1. Extensions of Maturity Date and Expiration Date;
Replacement of Participants. (a) So long as the Lessee has not elected the
Remarketing Option on behalf of the Lessee, the Lessee may, not earlier than one
(1) year after the Completion Date and not later than one (1) year prior to the
Maturity Date, direct a written request to the Owner Trustee, the Agent
Certificate Holder and the Administrative Agent that the Expiration Date then in
effect under the Master Lease be extended to the date occurring one (1) year
after such Expiration Date and concurrently therewith request that the
Administrative Agent and the Agent Certificate Holder direct a written request
to the Certificate Holders and the Lenders that the applicable Maturity Date be
extended to the same date (each such additional year, a "Renewal Term"). In no
event may the Expiration Date or the Maturity Date be extended more than once
pursuant to this Section 11.1(a). Each Participant may grant or deny its consent
to a Renewal Term in its sole discretion by notifying the Administrative Agent
and the Agent Certificate Holder in writing (with a copy to the Lessee);
provided, however, that any Participant that fails to respond to such request
for a Renewal Term within sixty (60) days after its receipt thereof shall be
deemed to have denied such request for a Renewal Term. Nothing contained in this
Section 11.1 shall impair any extension of the Expiration Date to any Extended
Expiration Date pursuant to Section 20.3 of the Lease.

         (b) In connection with a written request of the Lessee for a Renewal
Term, upon the request of the Lessee, the Administrative Agent and the Agent
Certificate Holder shall be permitted to replace any non-consenting Participant
and any Participant that fails to respond to the Administrative Agent's and the
Agent Certificate Holder's written request for a Renewal Term within the time
period specified in clause (a) above (each, a "Non-Consenting Participant") with
a replacement bank or other financial institution (a "Replacement Participant")
satisfactory to the Lessee, the Certificate Holders and the Lenders, with such
replacement to be effective as of the Expiration Date and Maturity Date in
effect prior to the requested Renewal Term; provided, however, that (i) such
replacement does not conflict with any Requirement of Law, (ii) the Replacement
Participant shall purchase from the Non-Consenting Participant (A) at par, all
Loans, in the case of a Lender, and all Certificate Holder Amounts, in the case
of a Certificate Holder, (B) all accrued interest, in the case of a Lender, and
all accrued Yield, in the case of a Certificate Holder, and (C) all other
amounts owing to such Non-Consenting Participant on or prior to the date of
replacement, in each case, (iii) the Lessee shall be liable to such
Non-Consenting Participant under Section 13.10 if any Loan or Certificate Holder

                                      -43-
<PAGE>

Amount, as the case may be, owing to such Non-Consenting Participant shall be
prepaid (or purchased) at the request of the Lessee other than on the last day
of the Interest Period or Interest Periods relating thereto, (iv) such
replacement shall be made in accordance with the provisions of Article XII
(provided that the Lessee or the relevant Replacement Participant shall be
obligated to pay the Transaction Expenses arising in connection therewith), and
(v) the Replacement Participant shall have agreed to be subject to all of the
terms and conditions of the applicable Operative Documents (including the
extension of the Maturity Date contemplated by the relevant request for a
Renewal Term and the related extension). The Administrative Agent and the Agent
Certificate Holder hereby agree to cooperate with the Lessee in its efforts to
arrange one or more Replacement Participants as contemplated by this Section
11.1(b).

         (c) Any Renewal Term and extension of the Maturity Date and the
Expiration Date as contemplated by Section 11.1(a) shall be effective only upon
the consent of all Participants after giving effect to the provisions of Section
11.1(b). Except as otherwise provided in this Article XI, all other terms of the
Operative Documents shall remain unchanged and with the same force and effect
(including the Certificate Holder Margin and Loan Margin), and there shall not
be any additional structuring or underwriting fee in connection with such
Renewal Term.

        Section 11.2. Replacement of Defaulting Participant. The Lessee shall
have the right (but not the obligation) to require any Defaulting Participant to
assign and delegate in accordance with Section 12.1 all of such Lender's or
Certificate Holder's total Loans or Certificate Holder Amounts, as the case may
be, and Commitment, if any, to any other financial institution selected by the
Lessee that, in each case, is willing to accept such assignment and delegation
and shall be satisfactory to the Administrative Agent and the Agent Certificate
Holder.


                                   ARTICLE XII

                      TRANSFERS OF PARTICIPANTS' INTERESTS

        Section 12.1. Assignments. Each Participant may, with the prior written
consent of the Lessee, the Administrative Agent and the Agent Certificate Holder
(which consents shall not be unreasonably withheld, provided that Lessee consent
shall not be required after and during the continuance of a Lease Event of
Default) assign all or a portion of its rights and obligations hereunder
pursuant to an assignment agreement substantially in the form of Exhibit F to
one or more Eligible Lender Assignees, with respect to Lender Commitments and
Loans, and/or Eligible Certificate Holder Assignees with respect to Certificate
Holder Commitments and Certificate Holder Amounts, each such assignment shall be
of a constant, not varying, percentage of all of the assigning Participant's
rights and obligations under the Operative Documents. In the case of assignments
made by a Lender, any such assignment shall be in a minimum aggregate amount of
$5,000,000 of its Loan Commitment (or the balance of such Loan Commitment, if
less). In the case of assignments made by a Certificate Holder, any such
assignment shall be in a minimum aggregate amount of $100,000 of its Certificate
Holder Commitment (or the balance of such Certificate Holder Commitment, if
less). Any assignment hereunder shall be effective upon delivery to the
Administrative Agent and the Agent Certificate Holder of written notice of the
assignment together with a transfer fee of $3,500 payable by the assignor
Participant or the assignee Participant to the Administrative Agent for its own
account. The assigning Participant will give prompt notice to the Administrative

                                      -44-
<PAGE>

Agent of any such assignment. Upon the effectiveness of any such assignment (and
after notice to and consent of the Lessee, the Administrative Agent and the
Agent Certificate Holder, as provided herein), the assignee shall become a
"Lender" or "Certificate Holder," as the case may be, for all purposes of the
Operative Documents (including all representations, warranties and covenants
which will all be deemed made and agreed to by such assignee) and, to the extent
of such assignment, the assigning Participant shall be relieved of its
obligations hereunder to the extent of the Loans or Certificate Holder Amounts,
as the case may be, and Commitment components being assigned. The Administrative
Agent agrees that upon notice of any such assignment and surrender of the
appropriate Note or Notes, it will promptly provide to the assigning Lender and
to the assignee separate promissory notes in the amount of their respective
interests substantially in the form of the original Note (but with notation
thereon that it is given in substitution for and replacement of the original
Note or any replacement notes thereof). The Lessee shall not be responsible for
any costs or expenses incurred by any Participant in connection with an
assignment of all or any of its rights and obligations in connection with an
assignment pursuant to this Section 12.1.

        Section 12.2. Participations. Each Participant may sell, transfer, grant
or assign participations in all or any part of such Participant's interests and
obligations hereunder; provided that (i) such selling Participant shall remain a
"Lender" or "Certificate Holder", as the case may be, for all purposes under the
Operative Documents (such selling Participant's obligations under the Operative
Documents remaining unchanged) and the sub-participant shall not constitute a
Lender or a Certificate Holder, as the case may be, hereunder, (ii) no such
sub-participant shall have, or be granted, rights to approve any amendment or
waiver relating to the Operative Documents except to the extent any such
amendment or waiver would (A) reduce the principal of or rate of interest on or
fees in respect of any Loans or Certificate Holder Amounts in which the
sub-participant is participating, (B) postpone the date fixed for any payment of
principal (including extension of the Expiration Date or the date of any
mandatory prepayment), interest or fees in which the sub-participant is
participating, or (C) release all or substantially all of the collateral or
guarantees (except as expressly provided in the Operative Documents) supporting
any of the Loans or Certificate Holder Amounts or Commitments in which the
sub-participant is participating, (iii) sub-sub-participations by the
sub-participant (except to an Affiliate, parent company or Affiliate of a parent
company of the sub-participant) shall be prohibited and (iv) written notice of
each such participation is given to the Lessee. In the case of any such
participation, the sub-participant shall not have any rights under the Operative
Documents (the sub-participant's rights against the selling Participant in
respect of such participation to be those set forth in the participation
agreement with such Participant creating such participation) and all amounts
payable by the Lessee hereunder shall be determined as if such Participant had
not sold such participation; provided, however, that such sub-participant shall
be entitled to receive additional amounts under Sections 13.5, 13.10 and 13.11
on the same basis as if it were a Participant (but only to the extent that the
Participant would have been entitled to receive such additional amounts with
respect to the interest participated had it not sold such participation). The
Lessee shall not be responsible for any costs or expenses incurred by any
Participant in connection with a sale, transfer, grant or assignment of
participations pursuant to this Section 12.2.

                                      -45-
<PAGE>

        Section 12.3. Withholding Taxes; Disclosure of Information; Pledge Under
Regulation A. (a) If any Participant (or the assignee of or subparticipant of a
Participant, each a "Transferee") is organized under the laws of any
jurisdiction other than the United States or any state thereof, then such
Participant or the Transferee of such Participant, as applicable, shall (as a
condition precedent to acquiring or participating in such Loan or Certificate
Holder Amount and as a continuing obligation to the Certificate Holder and the
Lender) (i) furnish to each of the Administrative Agent, the Agent Certificate
Holder and the Lessee in duplicate, for each taxable year of such Participant or
Transferee during the term of the Lease, a properly completed and executed copy
of either Internal Revenue Service Form 4224 or Internal Revenue Service Form
1001 and Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9
and any additional form (or such other form) as is necessary to claim complete
exemption from United States withholding taxes (wherein such Transferee claims
entitlement to complete exemption from United States withholding taxes on all
payments hereunder), and (ii) provide to each of the Administrative Agent, the
Agent Certificate Holder and the Lessee a new Internal Revenue Service Form 4224
or Internal Revenue Service Form 1001 and Internal Revenue Service Form W-8 or
Internal Revenue Service Form W-9 and any such additional form (or any successor
form or forms) upon the expiration or obsolescence of any previously delivered
form and comparable statements in accordance with applicable United States laws
and regulations and amendments duly executed and completed by such Participant
or Transferee, and to comply from time to time with all applicable United States
laws and regulations with regard to such withholding tax exemption. By its
acceptance of a participation or assignment hereunder, each Transferee shall be
deemed bound by the provisions set forth in this Article XII.

         (b) Any Participant may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Article
XII, disclose to such assignee or participant or proposed assignee or
participant, any information relating to Lessee, the Guarantor or the
Transactions, subject to appropriate confidentiality requirements relating to
such information.

         (c) Anything in this Article XII to the contrary notwithstanding, any
Participant may without the consent of Lessee, the Administrative Agent or the
Agent Certificate Holder, assign and pledge all or any portion of the Notes held
by it to any Federal Reserve Bank, the United States Treasury or to any other
financial institution as collateral security pursuant to Regulation A of the
F.R.S. Board and any operating circular issued by the Federal Reserve System
and/or the Federal Reserve Bank or otherwise; provided, any payment by Lessee or
the Guarantor for the benefit of the assigning or pledging Participant shall be
deemed to satisfy the Lessee's or the Guarantor's obligations with respect
thereto.


                                  ARTICLE XIII

                                 INDEMNIFICATION

        Section 13.1. General Indemnification. (a) Interim Lease Term. The
Lessee agrees, whether or not any of the transactions contemplated hereby shall
be consummated, to assume liability for, and to indemnify, protect, defend, save
and keep harmless Lessor Trust (which right to indemnity may be assigned by the
Lessor Trust), on an After Tax Basis, from and against, any and all Claims that

                                      -46-
<PAGE>

may be imposed on, incurred by or asserted against Lessor Trust (whether because
of action or omission by Lessor Trust or otherwise) during the Interim Lease
Term, whether or not Lessor Trust shall also be indemnified as to any such Claim
by any other Person and whether or not such Claim arises or accrues prior to the
Documentation Date or after the Expiration Date, in any way relating to or
arising out of any of the circumstances described in clauses (i) through (vii)
of Section 13.1(b) below, where such Claims relate to the action or omission of
the Lessee or its Affiliates while located on, in possession of, controlling or
acting or failing to act with respect to any Uncompleted Property or arise from
fraud, misapplication of funds, illegal acts or willful misconduct of the Lessee
or its Affiliates. The Lessee acknowledges and agrees for the benefit of the
Participants in this connection that (x) each Property is in its control and
possession during the Interim Lease Term therefor, (y) it is responsible as
Construction Agent for the acts and omissions of its subcontractors and agents
and (z) it has agreed to maintain each Property free from injury or mishap to
third persons; provided, however, that the foregoing shall not limit or
otherwise affect any rights the Lessee may have against third parties.

         (b) Basic Lease Term. The Lessee agrees to assume liability for, and to
indemnify, protect, defend, save and keep harmless each Indemnitee, on an After
Tax Basis, from and against any and all Claims (but excluding any such Claim
that relates to a particular Property and arises during the Interim Lease Term
for such Property) that may be imposed on, incurred by or asserted against such
Indemnitee (whether because of action or omission by such Indemnitee or
otherwise), whether or not such Indemnitee shall also be indemnified as to any
such Claim by any other Person and whether or not such Claim arises or accrues
prior to the Acquisition Date or after the Expiration Date, in any way relating
to or arising out of:

                  (i) any of the Operative Documents or any of the transactions
         contemplated thereby, and any amendment, modification or waiver in
         respect thereof;

                  (ii) the Properties or any part thereof or interest therein;

                  (iii) the purchase, design, construction, preparation,
         installation, inspection, delivery, nondelivery, acceptance, rejection,
         ownership, management, possession, operation, rental, lease, sublease,
         repossession, maintenance, repair, alteration, modification, addition
         or substitution, storage, transfer of title, redelivery, use, financing
         or refinancing by the Lessee, disposition, operation, condition, sale
         (including without limitation, any sale pursuant to Section 16.2(d) or
         16.2(f) of the Master Lease or any sale pursuant to Article XV, XVIII
         or XX of the Master Lease), return or other disposition of all or any
         part or any interest in the Property or the imposition of any Lien
         except Lessor Liens and Liens in favor of the Lenders, Lessor Trust or
         the Certificate Holders (or incurring of any liability to refund or pay
         over any amount as a result of any such Lien) thereon, including,
         without limitation: (1) Claims or penalties arising from any violation
         of law or in tort (on the basis of strict liability or otherwise), (2)
         latent or other defects, whether or not discoverable, (3) any Claim
         based upon a violation or alleged violation of the terms of any
         restriction, easement, condition or covenant or other matter affecting
         title to the Property, (4) the making of any Modifications in violation

                                     -47-
<PAGE>

         of any standards imposed by any insurance policies required to be
         maintained by Lessee or Lessee pursuant to the Lease which are in
         effect at any time with respect to the Property or any part thereof,
         (5) any Claim for patent, trademark or copyright infringement with
         respect to the Property, and (6) Claims arising from any public
         improvements with respect to the Property resulting in any change or
         special assessments being levied against the Property or any plans to
         widen, modify or realign any street or highway adjacent to the
         Property, or any Claim for utility "tap-in" fees;

                  (iv) the breach by Lessee or the Guarantor of any covenant,
         representation or warranty made by it in any Operative Document or any
         certificate required to be delivered by it by any Operative Document;

                  (v) the retaining or employment of any broker, finder or
         financial advisor by any Lessee to act on its behalf in connection with
         this Participation Agreement or any other Operative Document;

                  (vi) the existence of any Lien on or with respect to the
         Property, the Improvements, any Basic Rent or Supplemental Rent, title
         thereto, or any interest therein including any Liens which arise out of
         the possession, use, occupancy, construction, repair or rebuilding of
         the Property or by reason of labor or materials furnished or claimed to
         have been furnished to the Lessee, or any of its contractors or agents
         or by reason of the financing of any personalty or equipment purchased
         or leased by the Lessee or Modifications constructed by the Lessee,
         except Lessor Liens and Liens in favor of the Lenders or the
         Certificate Holders;

                  (vii) subject to the accuracy of any Participant's
         representation set forth in Section 8.1(a), as to such Participant, the
         transactions contemplated by the Lease or by any other Operative
         Document, in respect of the application of Parts 4 and 5 of Subtitle B
         of Title I of ERISA and any prohibited transaction described in Section
         4975(c) of the Code; and

                (viii)     any and all taxes in connection with the Lease.

Provided, however, that the Lessee shall not be required to indemnify any
Indemnitee under this Section 13.1 for any of the following: (1) any Claim to
the extent resulting from the willful misconduct or gross negligence of any
Indemnitee (it being understood that the Lessee shall be required to indemnify
an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee
caused or contributed to such Claim) or the breach of any representation,
warranty or covenant of such Indemnitee set forth in any Operative Document, (2)
any Claim resulting from Lessor Liens, (3) any Claim arising from a breach or
alleged breach by any Indemnitee of any Operative Document or any agreement
entered into in connection with the assignment or participation of any Loan or
Certificate Holder Amount, and (4) any Claim arising in respect to the Property
to the extent attributable to acts or events occurring in the period after the
Lessee ceases to lease the Property from the Lessor Trust under the related
Lease, provided that the facts supporting such Claim occur after such period. It
is expressly understood and agreed that the indemnity provided for herein shall
survive the expiration or termination of and shall be separate and independent
from any remedy under the Lease or any other Operative Document. Without

                                     -48-
<PAGE>

limiting the express rights of any Indemnitee under this Section 13.1, this
Section 13.1 shall be construed as an indemnity only and not a guaranty of
residual value of the Property or as a guaranty of the Notes.

        Section 13.2. End of Term Indemnity. (a) If the Lessee elects (on behalf
of the Lessee) the Remarketing Option and there would, after giving effect to
the proposed remarketing transaction, be a Shortfall Amount, then prior to the
Expiration Date and as a condition to the Lessee's right to complete the
remarketing of the Property pursuant to Article XX of the Master Lease, the
Lessee shall cause to be delivered to the Administrative Agent and Agent
Certificate Holder at least one hundred twenty (120) days prior to the
Expiration Date, at the Lessee's sole cost and expense, a report from the
Appraiser in form and substance satisfactory to the Agent Certificate Holder,
the Administrative Agent and the Participants (the "End of the Term Report")
which shall state the appraiser's conclusions as to the reason for any decline
in the Fair Market Sales Value of the Property from that anticipated for such
date in the As-Completed Appraisal delivered with respect to the Property or any
Improvements to the Property.

         (b) On or prior to the Expiration Date the Lessee shall pay to the
Administrative Agent and Agent Certificate Holder for the account of each of the
Lenders and Certificate Holders an amount (not to exceed the Shortfall Amount)
equal to the portion of the Shortfall Amount that the End of the Term Report
demonstrates was the result of a decline in the Fair Market Sales Value of the
Property due to:

                  (i) extraordinary use; failure to maintain, repair, restore,
         rebuild or replace; failure to comply with all applicable laws; failure
         to use; workmanship; method of installation or removal or maintenance,
         repair, rebuilding or replacement (excepting in each case ordinary wear
         and tear and except as otherwise provided in the Lease); or

                  (ii) any change(s) to the Plans and Specifications or any
         Modification made to, or any rebuilding of, the Property or any part
         thereof by the Lessee, the Construction Agent or any sublessee, in each
         case not in compliance with the Operative Documents or;

                  (iii) contamination at the Property resulting from any
         Hazardous Activity, Hazardous Materials or Environmental Violations
         other than as disclosed to the Certificate Holders in writing in
         connection with the Acquisition Date, the indemnity for which shall not
         exceed the cost of the remediation thereof, or

                  (iv) any restoration or rebuilding carried out by the Lessee
         or Construction Agent, or

                  (v) any condemnation of any portion of the Property pursuant
         to Article XIV of the Master Lease, or

                  (vi) any use of the Property or any part thereof by the Lessee
         other than for its intended purposes as contemplated by the Appraisal,
         or

                                      -49-
<PAGE>

                  (vii) any grant, release, dedication, transfer, annexation or
         amendment made pursuant to Section 11.2 of the Master Lease, or

                  (viii) the failure of the Lessor Trust to have good and
         marketable title to the Property free and clear of all Liens (other
         than Permitted Property Liens), or

                  (ix) the existence of any sublease relating to the Properties
         that shall survive the Expiration Date.

The indemnity set forth in this Section 13.2 is not a guaranty of the residual
value or Certificate Holder Amount with respect to any Property.

        Section 13.3. Environmental Indemnity. Without limitation of the other
provisions of this Article XIII but subject to the provisions of the
Construction Agency Agreement during the Interim Lease Period for any
Uncompleted Property, the Lessee and the Guarantor hereby agree to indemnify,
hold harmless and defend each Indemnitee from and against any and all claims
(including, without limitation, third party claims for personal injury or real
or personal property damage), losses, damages, liabilities, fines, penalties,
charges, administrative and judicial proceedings, judgments, remedial actions,
requirements, enforcement actions of any kind, and all reasonable and documented
costs and expenses incurred in connection therewith (including but not limited
to reasonable and documented attorneys' and/or paralegals' fees and expenses and
costs incurred in connection with any investigation or monitoring of site
conditions or any clean-up, remedial, removal or restoration work with respect
to the Property undertaken or required by any federal, state or local
Governmental Authority), arising or asserted under any Environmental Laws, and
arising in whole or in part, out of:

                  (a) the presence on or under the Property of any Hazardous
         Materials, or any Releases of any Hazardous Materials on, under, from
         or at the Property;

                  (b) any activity, including, without limitation, construction,
         carried on or undertaken on or off the Property, whether by the Lessee
         (or any predecessor in title) or any employees, agents, contractors or
         subcontractors of the Lessee (or any predecessor in title), or in
         connection with the handling, treatment, removal, storage,
         decontamination, clean-up, transport or disposal of any Hazardous
         Materials that at any time are located or present on or under or that
         at any time migrate, flow, percolate, diffuse or in any way move onto
         or off the Property;

                  (c) with respect to any Hazardous Materials at the Property,
         loss of or damage to any property or the environment (including,
         without limitation, clean-up costs, response costs, remediation and
         removal costs, costs of corrective action, costs of financial
         assurance, fines and penalties and natural resource damages), or death
         or injury to any Person, and all expenses associated with the
         protection of wildlife, aquatic species, vegetation, flora and fauna,
         and any mitigative action required by or under Environmental Laws; or


                                      -50-
<PAGE>

                  (d) any noncompliance with Environmental Laws, or any act or
         omission causing an environmental condition at the Property that
         requires remediation or causing any Governmental Authority to record a
         Lien pursuant to Environmental Laws on the land record of the Property;
         or

                  (e) any residual contamination on or under the Property,
         including any contamination affecting any natural resources, and any
         contamination of any property or natural resources arising in
         connection with the generation, use, handling, storage, transport or
         disposal of any Hazardous Material associated with the Property, and
         irrespective of whether any of such activities were or will be
         undertaken in accordance with applicable laws, regulations, codes and
         ordinances;

provided, however, that the Lessee and the Guarantor shall not be required to
indemnify any Indemnitee under this Section 13.3 for any Claim to the extent
resulting from the willful misconduct or gross negligence of such Indemnitee or
arising in respect to the Property to the extent attributable to acts or events
occurring in the period after the Lessee ceases to lease the Property from the
Lessor Trust under the related Lease Supplement, provided that the facts
supporting such Claim occur after such period. It is expressly understood and
agreed that the indemnity provided for herein shall survive the expiration or
termination of the Lease Term with respect to any Claim based on facts or
circumstances arising prior to or during the Lease Term, and shall be separate
and independent from any remedy under the Lease or any other Operative Document.

        Section 13.4. Proceedings in Respect of Claims. In case any action, suit
or proceeding shall be brought against any Indemnitee in respect of Claims
indemnifiable under Sections 13.1 or 13.3, such Indemnitee shall notify the
Lessee of the commencement thereof, and the Lessee shall be entitled, at the
Lessee's expense, to participate in, and, to the extent that the Lessee desires
to, assume and control the defense thereof; provided, however, that the Lessee
shall have acknowledged in writing its obligation to fully indemnify such
Indemnitee in respect of such action, suit or proceeding, and the Lessee shall
keep such Indemnitee fully apprised of the status of such action, suit or
proceeding and shall provide such Indemnitee with all information with respect
to such action, suit or proceeding as such Indemnitee shall reasonably request,
and provided, further, that the Lessee shall not be entitled to assume and
control the defense of any such action, suit or proceeding if and to the extent
that, (A) in the reasonable opinion of such Indemnitee's counsel, (x) such
action, suit or proceeding involves any risk of imposition of criminal liability
or will involve a risk of the sale, forfeiture or loss of, or the creation of
any Lien (other than a Permitted Property Lien) on the Property or any part
thereof unless, in the case of civil liability only, the Lessee shall have
agreed in writing to be responsible for such risk or (y) the control of such
action, suit or proceeding would involve an actual or potential conflict of
interest, (B) such proceeding involves Claims not fully indemnified by the
Lessee which the Lessee and the Indemnitee have been unable to sever from the
indemnified claim(s), or (C) an Event of Default under the Lease has occurred
and is continuing. The Indemnitee will join in the Lessee's efforts to sever
such action. The Indemnitee may participate at its own expense and with its own
counsel in any proceeding conducted by the Lessee in accordance with the
foregoing. The Lessee shall not enter into any settlement or other compromise
with respect to any Claim which is entitled to be indemnified under Section 13.1
or 13.3 without prior written consent of the Indemnitee, which consent shall not

                                      -51-
<PAGE>

be unreasonably withheld in the case of a money settlement not involving an
admission of liability of such Indemnitee.

         Each Indemnitee shall at the expense of the Lessee supply the Lessee
with such information and documents reasonably requested by the Lessee as are
necessary or advisable for the Lessee to participate in any action, suit or
proceeding to the extent permitted by Section 13.1 or 13.3.

         Upon payment in full of any Claim by the Lessee pursuant to Section
13.1 or 13.3 to or on behalf of an Indemnitee, the Lessee, without any further
action, shall be subrogated to any and all claims that such Indemnitee may have
relating thereto (other than claims in respect of insurance policies maintained
by such Indemnitee at its own expense), and such Indemnitee shall execute such
instruments of assignment and conveyance, evidence of claims and payment and
such other documents, instruments and agreements as may be necessary to preserve
any such claims and otherwise cooperate with the Lessee and give such further
assurances as are necessary or advisable to enable the Lessee vigorously to
pursue such claims.

         Any amount payable to an Indemnitee pursuant to Section 13.1 or 13.3
shall be paid to such Indemnitee promptly upon receipt of a written demand
therefor from such Indemnitee, accompanied by a written statement describing in
reasonable detail the basis for such indemnity and the computation of the amount
so payable.

        Section 13.5.    General Tax Indemnity.  (a)  Indemnification.

                (i) Interim Lease Term. During the Interim Lease Term for each
Uncompleted Property and without limitation of the rights of any Tax Indemnitee
under Sections 13.1 and 13.3, (x) the Lessee shall pay and assume liability for,
and does hereby agree to indemnify, protect and defend the Uncompleted
Properties and Lessor Trust, and hold the Uncompleted Properties and Lessor
Trust harmless against, all Impositions on an After Tax Basis and (y) the Lessor
Trust shall (Subject to Section 15.10) pay and assume liability for, and does
hereby agree to indemnify, protect and defend the Uncompleted Properties and all
other Tax Indemnitees against (for and against which obligations of the Lessor
Trust the Lessee agrees to indemnify, protect and defend the Lessor Trust), all
Impositions on an After Tax Basis.

                (ii) Basic Lease Term. With respect to each Uncompleted
Property, commencing on the Basic Lease Term Commencement Date therefor, and,
with respect to any Improved Property, commencing on the Acquisition Date
therefor, and without limitation of the rights of any Tax Indemnitee under any
other indemnification provision of this Article XIII (including the immediately
preceding clause(i)), the Lessee shall pay and assume liability for, and does
hereby agree to indemnify, protect and defend the applicable Property and all
Tax Indemnitees, and hold them harmless against, all Impositions on an After Tax
Basis.

         (b) Contests. If any claim shall be made against any Tax Indemnitee or
if any proceeding shall be commenced against any Tax Indemnitee (including a
written notice of such proceeding) for any Imposition as to which the Lessee may
have an indemnity obligation pursuant to this Section 13.5, or if any Tax
Indemnitee shall determine that any Imposition to which the Lessee may have an
indemnity obligation pursuant to this Section 13.5 may be payable, such Tax
Indemnitee shall promptly (and in any event, within thirty (30) days) notify the

                                      -52-
<PAGE>

Lessee in writing (provided that failure to so notify the Lessee within thirty
(30) days shall not alter such Tax Indemnitee's rights under this Section 13.5
except to the extent such failure precludes or materially adversely affects the
ability to conduct a contest of any Impositions) and shall not take any action
with respect to such claim, proceeding or Imposition without the written consent
of the Lessee (such consent not to be unreasonably withheld or unreasonably
delayed) for thirty (30) days after the receipt of such notice by the Lessee;
provided, however, that in the case of any such claim or proceeding, if such Tax
Indemnitee shall be required by law or regulation to take action prior to the
end of such thirty (30) day period, such Tax Indemnitee shall in such notice to
the Lessee, so inform the Lessee and such Tax Indemnitee shall not take any
action with respect to such claim, proceeding or Imposition without the consent
of the Lessee (such consent not to be unreasonably withheld or unreasonably
delayed) for 10 days after the receipt of such notice by the Lessee unless such
Tax Indemnitee shall be required by law or regulation to take action prior to
the end of such ten (10) day period.

         The Lessee shall be entitled for a period of thirty (30) days from
receipt of such notice from such Tax Indemnitee (or such shorter period as such
Tax Indemnitee has notified the Lessee is required by law or regulation for such
Tax Indemnitee to commence such contest), to request in writing that such Tax
Indemnitee contest the imposition of such Tax, at the Lessee's expense. If (x)
such contest can be pursued in the name of the Lessee and independently from any
other proceeding involving a Tax liability of such Tax Indemnitee for which the
Lessee has not agreed to indemnify such Tax Indemnitee, (y) such contest must be
pursued in the name of such Tax Indemnitee, but can be pursued independently
from any other proceeding involving a Tax liability of such Tax Indemnitee for
which the Lessee has not agreed to indemnify such Tax Indemnitee or (z) such Tax
Indemnitee so requests, then the Lessee shall be permitted to control the
contest of such claim, provided that in the case of a contest described in
clause (y), if such Tax Indemnitee determines reasonably and in good faith that
such contest by the Lessee could have a material adverse impact on the business
or operations of such Tax Indemnitee and provides a written explanation to the
Lessee of such determination, such Tax Indemnitee may elect to control or
reassert control of the contest, and provided that by taking control of the
contest, the Lessee acknowledges that it is responsible for the Imposition
ultimately determined to be due by reason of such claim, and provided, further,
that in determining the application of clauses (x) and (y) above, each Tax
Indemnitee shall take any and all reasonable steps to segregate claims for any
Taxes for which the Lessee indemnifies hereunder from Taxes for which the Lessee
is not obligated to indemnify hereunder, so that the Lessee can control the
contest of the former. In all other claims requested to be contested by the
Lessee, such Tax Indemnitee shall control the contest of such claim, acting
through counsel reasonably acceptable to the Lessee. In no event shall the
Lessee be permitted to contest (or such Tax Indemnitee required to contest) any
claim, (A) if such Tax Indemnitee provides the Lessee with a legal opinion of
counsel reasonably acceptable to the Lessee that such action, suit or proceeding
involves a risk of imposition of criminal liability or will involve a material
risk of the sale, forfeiture or loss of, or the creation of any Lien (other than
a Permitted Lien) on the Property or any part thereof unless, with respect to
civil liability only, the Lessee shall have agreed in writing to be responsible
for such risk, (B) if an Event of Default has occurred and is continuing, (C)

                                      -53-
<PAGE>

unless the Lessee shall have agreed to pay and shall pay, to such Tax Indemnitee
on demand all reasonable out-of-pocket costs, losses and expenses that such Tax
Indemnitee may incur in connection with contesting such Imposition including all
reasonable legal, accounting and investigatory fees and disbursements, or (D) if
such contest shall involve the payment of the Tax prior to the contest, unless
the Lessee shall provide to such Tax Indemnitee an interest-free advance in an
amount equal to the Imposition that the Indemnitee is required to pay (with no
additional net after-tax costs to such Tax Indemnitee). In addition for Tax
Indemnitee controlled contests and claims contested in the name of such Tax
Indemnitee in a public forum, no contest shall be required: (A) unless the
amount of the potential indemnity (taking into account all similar or logically
related claims that have been or could be raised in any audit involving any or
all such Tax Indemnitees with respect to any period for which the Lessee may be
liable to pay an indemnity under this Section 13.5(b)) exceeds $100,000 and (B)
unless, if requested by such Tax Indemnitee, the Lessee shall have provided to
such Tax Indemnitee an opinion of counsel selected by the Lessee (which may be
in-house counsel) that a reasonable basis exists to contest such claim. In no
event shall a Tax Indemnitee be required to appeal an adverse judicial
determination to the United States Supreme Court.

         The party conducting the contest shall consult in good faith with the
other party and its counsel with respect to the contest of such claim for Taxes
(or claim for refund) but the decisions regarding what actions are to be taken
shall be made by the controlling party in its sole judgment, provided, however,
that if such Tax Indemnitee is the controlling party and the Lessee recommends
the acceptance of a settlement offer made by the relevant Governmental Authority
and such Tax Indemnitee rejects such settlement offer then the amount for which
the Lessee will be required to indemnify such Tax Indemnitee with respect to the
Taxes subject to such offer shall not exceed the amount which it would have owed
if such settlement offer had been accepted. In addition, the controlling party
shall keep the non-controlling party reasonably informed as to the progress of
the contest, and shall provide the noncontrolling party with a copy of (or
appropriate excerpts from) and reports or claims issued by the relevant auditing
agents or taxing authority to the controlling party thereof, in connection with
such claim or the contest thereof.

         Each Tax Indemnitee shall, at the Lessee's expense, supply the Lessee
with such information and documents reasonably requested by the Lessee as are
necessary or advisable for the Lessee to participate in any action, suit or
proceeding to the extent permitted by this Section 13.5(b). Notwithstanding
anything in this Section 13.5(b) to the contrary, no Tax Indemnitee shall enter
into any settlement or other compromise or fail to appeal an adverse ruling with
respect to any claim which is entitled to be indemnified under this Section 13.5
(and with respect to which contest is required under this Section 13.5(b))
without the prior written consent of the Lessee, unless such Tax Indemnitee
waives its right to be indemnified under this Section 13.5 with respect to such
claim pursuant to the next paragraph.

         Notwithstanding anything contained herein to the contrary, a Tax
Indemnitee will not be required to contest or continue to contest (and the
Lessee shall not be permitted to contest or continue to contest) a claim with
respect to the imposition of any Tax if such Tax Indemnitee shall waive its
right to indemnification under this Section 13.5 with respect to such claim (and
any claim with respect to such year or any other taxable year the contest of
which is materially adversely affected as a result of such waiver) and returns

                                      -54-
<PAGE>

to the Lessee all amounts previously advanced to the Indemnitee with respect to
the contest of such claim.

         (c) [Intentionally omitted]


         (d) Payments. Any Imposition indemnifiable under this Section 13.5
shall be paid directly when due to the applicable taxing authority if direct
payment is practicable and permitted. If direct payment to the applicable taxing
authority is not permitted or is otherwise not made, any amount payable to a Tax
Indemnitee pursuant to Section 13.5 shall be paid within thirty (30) days after
receipt of a written demand therefor from such Tax Indemnitee accompanied by a
written statement describing in reasonable detail the amount so payable, but not
prior to the date that the relevant Taxes are due. Any payments made pursuant to
this Section 13.5 shall be made directly to such Tax Indemnitee entitled thereto
or the Lessee, as the case may be, in immediately available funds at such bank
or to such account as specified by the payee in written directions to the payor,
or, if no such direction shall have been given, by check of the payor payable to
the order of the payee by certified mail, postage prepaid at its address as set
forth in Schedule II hereto. Upon the request of any Tax Indemnitee with respect
to a Tax that the Lessee is required to pay, the Lessee shall furnish to such
Tax Indemnitee the original or a certified copy of a receipt for the Lessee's
payment of such Tax or such other evidence of payment as is reasonably
acceptable to such Tax Indemnitee.

         (e) Reports. In the case of any report, return or statement required to
be filed with respect to any Taxes that are subject to indemnification under
this Section 13.5 and of which the Lessee has knowledge, the Lessee shall
promptly notify such Tax Indemnitee of such requirement and, at the Lessee's
expense (i) if the Lessee is permitted by Applicable Law, timely file such
report, return or statement in its own name or (ii) if such report, return or
statement is required to be in the name of or filed by such Tax Indemnitee,
prepare and finish such statement for filing by such Tax Indemnitee in such
manner as shall be satisfactory to such Tax Indemnitee and send the same to such
Tax Indemnitee for filing no later than fifteen (15) days prior to the due date
therefor. In any case in which such Tax Indemnitee will file any such report,
return or statement, the Lessee shall, upon written request of such Tax
Indemnitee, provide such Tax Indemnitee with such information as is reasonably
necessary to allow such Tax Indemnitee to file such report, return or statement.

         (f)    [Intentionally omitted]

         (g) Tax Ownership. Each Tax Indemnitee represents and warrants that it
will not, prior to the termination of the Master Lease, claim ownership of (or
any tax benefits, including depreciation, with respect to) the Property for any
income tax purposes (unless required to do so by a Governmental Authority), it
being understood that the Lessee is and will remain the owner of the Property
for such income tax purposes until the termination of the Master Lease.

        Section 13.6. Indemnity Payments in Addition to Lease Obligations. The
Lessee acknowledges and agrees that the Lessee's obligations to make indemnity
payments under this Article XIII are separate from, in addition to, and do not
reduce, the Lessee's obligations to pay any amounts owing from time to time
under the Lease.

                                      -55-
<PAGE>

        Section 13.7. Eurodollar Rate Lending Unlawful. Notwithstanding any
other provision herein, if the adoption of or any change in any Requirement of
Law or in the interpretation or application thereof occurring after the
Documentation Date shall make it unlawful for any Participant to make, continue
or maintain Eurodollar Loans/Certificate Holder Amounts as contemplated by the
Operative Documents, (i) such Participant shall promptly give written notice of
such circumstances to the Lessee, the Certificate Holder Agent and the
Administrative Agent (which notice shall be withdrawn whenever such
circumstances no longer exist), (ii) the commitment of such Lender or
Certificate Holder, as the case may be, hereunder to make, continue or maintain
Eurodollar Loans/Certificate Holder Amounts shall forthwith be canceled and,
until such time as it shall no longer be unlawful for such Participant to make,
continue or maintain Eurodollar Loans/Certificate Holder Amounts, such
Participant shall then have a commitment only to make or maintain Base Rate
Loans/Certificate Holder Amounts when Eurodollar Loans/Certificate Holder
Amounts are requested and (c) such Participant's Loans and Certificate Holder
Amounts then outstanding as Eurodollar Loans/Certificate Holder Amounts, if any,
shall be converted automatically to Base Rate Loans/Certificate Holder Amounts
on the respective last days of the then current Interest Periods with respect to
such Loans and Certificate Holder Amounts or within such earlier period as
required by law. If any such conversion of Eurodollar Loans/Certificate Holder
Amounts occurs on a day which is not the last day of the then current Interest
Period with respect thereto, the Lessee shall pay to such Participant such
amounts, if any, as may be required pursuant to Section 13.10. In any such case,
interest and principal (if any) shall be payable contemporaneously with the
related Eurodollar Loans/Certificate Holder Amounts of the other Participants so
affected.

     Section 13.8. Deposits  Unavailable.  If any of the Participants shall have
determined that:

                  (i) Dollar deposits in the relevant amount and for the
         relevant Interest Period are not available to such Participant in its
         relevant market; or

                  (ii) by reason of circumstances affecting such Participant's
         relevant market, adequate means do not exist for ascertaining the
         interest rate or Yield, as the case may be, applicable to such
         Participant's Eurodollar Loans/Certificate Holder Amounts;

then, upon notice from such Participant to the Lessee, the Certificate Holder
Agent, the Administrative Agent and the other Participants, (x) the obligations
of such Participant to make or continue any Loans or Certificate Holder Amounts
as, or to convert any Loans or Certificate Holder Amounts into Eurodollar
Loans/Certificate Holder Amounts shall be suspended, and (y) each outstanding
Eurodollar Loan/Certificate Holder Amount held by such Participant shall
automatically convert into a Base Rate Loan/Certificate Holder Amount on the
last day of the current Interest Period applicable thereto.

        Section 13.9. Increased Costs, etc. (a) If the adoption of or any change
in a Requirement of Law or in the interpretation or application thereof
applicable to any Participant, or compliance by any Participant with any request
or directive (whether or not having the force of law) from any central bank or
other Governmental Authority, in each case made subsequent to the Documentation
Date (or, if later, the date on which such Participant becomes a Participant):

                                     -56-
<PAGE>

                  (i) shall subject such Participant to any tax of any kind
         whatsoever with respect to any Eurodollar Loans/Certificate Holder
         Amounts made, continued or maintained by it or its obligation to make,
         continue or maintain Eurodollar Loans/Certificate Holder Amounts, or
         change the basis of taxation of payments to such Participant in respect
         thereof (except for excluded Impositions, any changes in taxes measured
         by or imposed upon the overall gross or net income, franchise or other
         taxes (imposed in lieu of such net income tax), of such Participant or
         its applicable lending office, branch, or any affiliate thereof); or

                  (ii) shall impose, modify or hold applicable any reserve,
         special deposit, compulsory loan or similar requirement against assets
         held by, or deposits or other liabilities in or for the account of,
         Loans and Certificate Holder Amounts, loans or other extensions of
         credit by, or any other acquisition of funds by, any office of such
         Participant which is not otherwise included in the determination of the
         Adjusted Eurodollar Rate hereunder; or

                  (iii) shall impose on such Participant any other condition
         (excluding any Tax of any kind) whatsoever in connection with the
         Operative Documents;

and the result of any of the foregoing is to increase the cost to such
Participant, by a material amount, of making, continuing or maintaining
Eurodollar Loans/Certificate Holder Amounts or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, upon notice to the Lessee
from such Participant, through the Administrative Agent and/or the Agent
Certificate Holder, in accordance herewith, the Lessee shall pay such
Participant any additional amounts necessary to compensate such Participant for
such increased cost or reduced amount receivable; provided that, in any such
case, the Lessee may elect to convert the Eurodollar Loans/Certificate Holder
Amounts made by such Participant hereunder to Base Rate Loans/Certificate Holder
Amounts by giving the Administrative Agent at least one (1) Business Day's
notice of such election, in which case the Lessee shall promptly pay to such
Participant, upon demand, without duplication, such amounts, if any, as may be
required pursuant to Section 13.10. All payments required by this Section
13.9(a) shall be made by the Lessee within ten (10) Business Days after demand
by the affected Participant. The Lessee shall not be obligated to reimburse any
Participant for any increased cost or reduced return incurred more than one
hundred eighty (180) days after the date that such Participant receives actual
notice of such increased cost or reduced return unless such Participant gives
notice thereof to the Lessee in accordance with this Section 13.9 during such
one hundred eighty (180) day period. If any Participant becomes entitled to
claim any additional amounts pursuant to this subsection, it shall provide
prompt notice thereof to the Lessee, through the Administrative Agent and/or the
Agent Certificate Holder, certifying (x) that one of the events described in
this clause (a) has occurred and describing in reasonable detail the nature of
such event, (y) as to the increased cost or reduced amount resulting from such
event and (z) as to the additional amount demanded by such Participant and a
reasonably detailed explanation of the calculation thereof (including the method
by which such Participant allocated such amounts to the Lessee). Such a
certificate as to any additional amounts payable pursuant to this clause
submitted by such Participant, through the Administrative Agent and/or the Agent
Certificate Holder, to the Lessee shall be conclusive in the absence of manifest
error. This covenant shall survive the termination of this Participation

                                      -57-
<PAGE>

Agreement and the payment of the Loans and Certificate Holder Amounts and all
other amounts payable hereunder.

         (b) Each Participant shall use its reasonable efforts to reduce or
eliminate any unlawfulness or claim for compensation pursuant to Sections 13.7,
13.8 or 13.9(a), including, without limitation, a change in the office of such
Participant at which its obligations related to this Participation Agreement are
maintained if such change will cure the unlawfulness or avoid the need for, or
reduce the amount of, such compensation and will not, in the reasonable judgment
of such Participant, be otherwise disadvantageous to it. If any such claim of
unlawfulness or for compensation shall not be eliminated or waived, the Lessee
shall have the right to replace the affected Participant with a new financial
institution that shall succeed to the rights of such Participant under this
Participation Agreement; provided, however, that such Participant shall not be
replaced hereunder until it has been paid in full such claim and all other
amounts owed to it hereunder.

                                      -58-
<PAGE>

       Section 13.10. Funding Losses. The Lessee agrees to indemnify each
Indemnitee and to hold each Indemnitee harmless from any loss or expense which
such Indemnitee may sustain or incur (other than through such Person's own gross
negligence or willful misconduct) as a consequence of (a) default by the Lessee
in making a borrowing of Loans or Certificate Holder Amounts which are
Eurodollar Loans/Certificate Holder Amounts after Lessee has given a notice
requesting the same in accordance with the provisions of this Participation
Agreement, (b) default by the Lessee in making any prepayment of a Loan or
Certificate Holder Amount which is a Eurodollar Loan/Certificate Holder Amount
after the Lessee has given a notice thereof in accordance with the provisions of
this Participation Agreement, or (c) the making of a prepayment of Loans or
Certificate Holder Amounts which are Eurodollar Loans/Certificate Holder Amounts
on a day which is not the last day of an Interest Period with respect thereto.
This covenant shall survive the termination of this Participation Agreement or
any other Operative Document and the payment of the Loans, Certificate Holder
Amounts and all other amounts payable under the Operative Documents.

       Section 13.11. Capital Adequacy. (a) If the adoption of any applicable
law, rule or regulation regarding capital adequacy, or any change therein, or
any change in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Participant with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, in each case made
subsequent to the Documentation Date has or will have the effect of reducing the
rate of return on any Participant's or its parent company's capital by a
material amount, as a consequence of its commitments or obligations hereunder to
a level below that which such Participant or its parent company could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Participant's or its parent company's policies with respect
to capital adequacy), then, upon notice from such Participant, the Lessee shall
pay to such Participant such additional amount or amounts as will compensate
such Participant and its parent company for such reduction (it being understood
that such parent company shall not be reimbursed to the extent its subsidiary
Participant is reimbursed by the Lessee in connection with the same or a similar
law, rule, regulation, change, request or directive applicable to such
Participant). All payments required by this Section 13.11 shall be made by the

                                      -57-
<PAGE>

Lessee within ten (10) Business Days after demand by the affected Participant.
The Lessee shall not be obligated to reimburse any Participant for any reduced
return incurred more than one hundred eighty (180) days after the date that such
Participant receives actual notice of such reduced return unless such
Participant gives notice thereof to the Lessee in accordance with this Section
13.11 during such one hundred eighty (180) day period. If any Participant
becomes entitled to claim any additional amounts pursuant to this clause, it
shall provide prompt written notice thereof to the Lessee, through the
Administrative Agent and/or the Agent Certificate Holder, certifying (x) that
one of the events described in this clause (a) has occurred and describing in
reasonable detail the nature of such event, (y) as to the increased cost or
reduced amount resulting from such event and (z) as to the additional amount
demanded by such Participant and a reasonably detailed explanation of the
calculation thereof. Such a certificate as to any additional amounts payable
pursuant to this clause submitted by such Participant, through the
Administrative Agent and/or the Agent Certificate Holder, to the Lessee shall be
conclusive in the absence of manifest error. This covenant shall survive the
termination of this Participation Agreement and the other Operative Documents
and the payment of the Loans, Certificate Holder Amounts and all other amounts
payable hereunder and thereunder.

         (b) Each Participant shall use its commercially reasonable efforts to
reduce or eliminate, any claim for compensation pursuant to this Section 13.11,
including, without limitation, a change in the office of such Participant at
which its obligations related to the Operative Documents are maintained if such
change will avoid the need for, or reduce the amount of, such compensation and
will not, in the reasonable judgment of such Participant, be otherwise
disadvantageous to it. If any such claim for compensation shall not be
eliminated or waived, the Lessee shall have the right to replace the affected
Participant with a new financial institution that shall succeed to the rights of
such Participant under the Operative Documents; provided, however, that such
Participant shall not be replaced hereunder until it has been paid in full such
claim and all other amounts owed to it hereunder.


                                   ARTICLE XIV

                          THE AGENT CERTIFICATE HOLDER

        Section 14.1. Appointment and Authorization. Each Certificate Holder
irrevocably appoints and authorizes Harris Trust and Savings Bank as Agent
Certificate Holder (in such capacity as Agent Certificate Holder hereunder and
under the other Operative Documents, the "Agent Certificate Holder") of such
Certificate Holder to enter into the Operative Documents on behalf of such
Certificate Holder and to act as specified herein and in the other Operative
Documents, and each such Certificate Holder hereby authorizes the Agent
Certificate Holder as agent for such Certificate Holder, to take such action on
its behalf under the provisions of this Participation Agreement and the other
Operative Documents and to exercise such powers and perform such duties as are
expressly delegated by the terms hereof and thereof, together with such other
powers as are reasonably incidental thereto (including, without limitation, the
execution and delivery, or causing Lessor Trust to execute and deliver, from
time to time in accordance with the provisions and terms hereof of Lease
Supplements, Construction Agency Agreement Supplements, Assignment of Lease and
Rent Supplements and the various other documents, conveyances, terminations,

                                      -59-
<PAGE>

assignments and instruments contemplated herein to be delivered by the Agent
Certificate Holder on behalf of the Certificate Holders). Each action taken by
the Agent Certificate Holder under any Operative Document shall be deemed to be
on behalf of each the Certificate Holders, unless otherwise indicated.
Notwithstanding any provision to the contrary elsewhere herein or in the other
Operative Documents, the Agent Certificate Holder shall not have any duties or
responsibilities, except those expressly set forth herein and therein, or any
fiduciary relationship with any Certificate Holder, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Participation Agreement or any of the other Operative Documents, or
shall otherwise exist against the Agent Certificate Holder.

        Section 14.2. Delegation of Duties. The Agent Certificate Holder may
execute any of its duties hereunder or under the other Operative Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent Certificate Holder
shall not be responsible for the negligence or misconduct of any agents or
attorneys in fact selected by it with reasonable care.

        Section 14.3. Agent Certificate Holder and Affiliates. The Agent
Certificate Holder shall have the same rights and powers under this
Participation Agreement and under the other Operative Documents as any other
Certificate Holder, and may exercise or refrain from exercising the same as
though it were not the Agent Certificate Holder.

        Section 14.4. Action by Agent Certificate Holder. The obligations of the
Agent Certificate Holder hereunder and under the other Operative Documents are
only those expressly set forth herein and therein. Without limiting the
generality of the foregoing, the Agent Certificate Holder shall not be required
to take any action with respect to any Default or Event of Default, except as
expressly provided herein and in the other Operative Documents.

        Section 14.5. Consultation with Experts. The Agent Certificate Holder
may consult with legal counsel (who may be counsel for the Lessee, the
Guarantor, a Participant, the Administrative Agent, or any Affiliate of any of
them), independent public accountants and other experts selected by it and shall
not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

        Section 14.6. Exculpatory Provisions. Neither the Agent Certificate
Holder nor any of its officers, directors, employees, agents, attorneys-in-fact
or affiliates shall be responsible for or have any duty to ascertain, inquire
into or verify (a) any statement, warranty or representation made in connection
with the Operative Documents; (b) the performance or observance of any of the
covenants or agreements of the Guarantor or the Lessee; (c) the satisfaction of
any condition precedent specified herein or in any other Operative Document; (d)
the validity, effectiveness or genuineness of any of the Operative Documents or
any other instrument or writing furnished in connection herewith or therewith;
(e) the use of the proceeds of the Advance; (f) the existence of any Default or
Event of Default; or (g) the properties, books or records of the Guarantor or
the Lessee.

                                     -60-
<PAGE>


        Section 14.7. Reliance on Communications. The Agent Certificate Holder
shall be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to
Lessee, the Guarantor, independent accountants and other experts selected by the
Agent Certificate Holder with reasonable care). The Agent Certificate Holder may
deem and treat the Participants as the owners of their respective interests
hereunder and under the other Operative Documents for all purposes unless a
written notice of assignment, negotiation or transfer thereof shall have been
filed with the Agent Certificate Holder in accordance with Section 12.1 of the
Participation Agreement. The Agent Certificate Holder, acting in its capacity as
Agent Certificate Holder, shall be fully justified in failing or refusing to
take any action under this Participation Agreement or under any of the other
Operative Documents unless it shall first receive such advice or concurrence of
the Certificate Holders as it deems appropriate or it shall first be indemnified
to its satisfaction by the Participants against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Agent Certificate Holder shall in all cases be fully
protected in acting, or in refraining from acting, hereunder or under any of the
other Operative Documents in accordance with a request of the Certificate
Holders and such request and any action taken or failure to act pursuant thereto
shall be binding upon all the Participants (including their successors and
assigns).

        Section 14.8. Notice of Default. The Agent Certificate Holder shall not
be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default hereunder unless the Agent Certificate Holder has received notice
from a Participant or any Lessee or the Guarantor referring to the Operative
Document, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that the Agent Certificate Holder
receives such a notice, the Agent Certificate Holder shall give prompt notice
thereof to the Participants. The Agent Certificate Holder shall take such action
with respect to such Default or Event of Default as shall be reasonably directed
by the Required Certificate Holders.

        Section 14.9. Non-Reliance on Agent Certificate Holder and Other
Participants. Each Participant expressly acknowledges that neither the Agent
Certificate Holder (other than in its role as Participant) nor any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any representations or warranties to it and that no act by the Agent Certificate
Holder or any affiliate thereof hereafter taken, including any review of the
affairs of the Lessee or the Guarantor, shall be deemed to constitute any
representation or warranty by the Agent Certificate Holder to any Participant.
Each Participant represents to the Agent Certificate Holder that it has,
independently and without reliance upon the Agent Certificate Holder or any
other Participant, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial, and other conditions, prospects and
creditworthiness of any Lessee and the Guarantor and made its own decision to
make its proportionate share of the Advances hereunder and under the other
Operative Documents and enter into this Participation Agreement and the other
Operative Documents. Each Participant also represents that it will,

                                      -61-
<PAGE>

independently and without reliance upon the Agent Certificate Holder or any
other Participant, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Participation Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of Lessee and the Guarantor. Except for notices,
reports and other documents expressly required to be furnished to the
Participants by the Agent Certificate Holder hereunder, the Agent Certificate
Holder shall not have any duty or responsibility to provide any Participant with
any credit or other information concerning the business, operations, assets,
property, financial or other conditions, prospects or creditworthiness of the
Lessee or the Guarantor which may come into the possession of the Agent
Certificate Holder or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

       Section 14.10. Indemnification. The Certificate Holders agree to
indemnify the Agent Certificate Holder in its capacity as such (to the extent
not reimbursed by the Lessee or the Guarantor and without limiting the
obligation of the Lessee and the Guarantor to do so, to the extent set forth
herein or in the other Operative Documents to which the Lessee or the Guarantor
is a party), ratably according to their respective Commitments, from and against
any and all Claims of any kind whatsoever which may at any time (including
without limitation at any time following the payment of the Obligations) be
imposed on, incurred by or asserted against the Agent Certificate Holder in its
capacity as such in any way relating to or arising out of this Participation
Agreement or the other Operative Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by the Agent Certificate Holder under or in
connection with any of the foregoing; provided that no Certificate Holder shall
be liable for the payment of any portion of such Claims resulting from the gross
negligence or willful misconduct of the Agent Certificate Holder. If any
indemnity furnished to the Agent Certificate Holder for any purpose shall, in
the opinion of the Agent Certificate Holder, be insufficient or become impaired,
the Agent Certificate Holder may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished. The agreements in this Section shall survive the payment in full of
the Obligations and all other amounts payable hereunder and under the other
Operative Documents.

       Section 14.11. Failure to Act. Except for action expressly required of
the Agent Certificate Holder hereunder, the Agent Certificate Holder shall in
all cases be fully justified in failing or refusing to act hereunder unless it
shall be indemnified to its satisfaction by the Certificate Holders against any
and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

       Section 14.12. Resignation and Removal. The Agent Certificate Holder may
resign at any time upon at least thirty (30) days prior notice to Lessee and the
Participants, and may be removed for cause at any time by vote of the Required
Certificate Holders and notice to the retiring Agent Certificate Holder, the
Administrative Agent and the Lessee. In the event of any such resignation or
removal, the Required Certificate Holders shall as promptly as practicable (but
with five (5) Business Days' prior written notice being given to Lessee) appoint
a successor Agent Certificate Holder, provided that such successor Agent
Certificate Holder shall be approved by Lessee, Administrative Agent, and,
unless an Event of Default is continuing, be approved by the Lessee (which

                                      -62-
<PAGE>

approval shall not be unreasonably withheld or delayed) and, if the Lessee has
not responded within such five (5) Business Day period, Lessee shall be deemed
to have approved such new Agent Certificate Holder. If no successor Agent
Certificate Holder shall have been so appointed and shall have accepted such
appointment within thirty (30) days after either the retiring Agent Certificate
Holder's giving of notice of resignation or the Required Certificate Holders'
vote to remove the retiring Agent Certificate Holder, then the retiring Agent
Certificate Holder may, on behalf of the Certificate Holders, appoint a
successor Agent Certificate Holder, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof or under
the laws of another country that is doing business in the United States and
having a combined capital, surplus and undivided profits of at least
$100,000,000, or a wholly owned subsidiary of such bank. Upon its acceptance of
its appointment, such successor Agent Certificate Holder shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Agent Certificate Holder, and the retiring Agent Certificate Holder
shall be discharged from all further duties and obligations as Agent Certificate
Holder under this Participation Agreement and under the other Operative
Documents. After any retiring Agent Certificate Holder's resignation or removal
hereunder as Agent Certificate Holder, the provisions of this Participation
Agreement and of the other Operative Documents shall continue to inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
Certificate Holder under this Participation Agreement. No resignation or renewal
of the Agent Certificate Holder may become effective until a successor Agent
Certificate Holder has been appointed as provided above.

         Section 14.13. Distributions. The Agent Certificate Holder shall, as
promptly as practicable, distribute to each Participant its appropriate portion,
if any, of payments received (in good, collected funds) by the Agent Certificate
Holder from the Lessee or the Guarantor for the account of the Participants or
of any such payments so received for the account of such Participant.

         Section 14.14. Rights of Lessee. Except where Lessee is expressly
referenced in this Article XIV or Article VII or in the Lease, (w) the Agent
Certificate Holder shall act solely as agent of the Certificate Holders and does
not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for Lessee, (x) this Article XIV is for
the benefit of the Agent Certificate Holder and the Participants only, (y)
Lessee shall have no right to enforce any part of this Article XIV and shall
have no rights as third party beneficiary or otherwise therein, and (z) this
Article XIV may be amended by the approval of Agent Certificate Holder and the
Required Participants, without any need to obtain the approval of Lessee.


                                   ARTICLE XV

                                  MISCELLANEOUS

        Section 15.1. Survival of Agreements. The representations, warranties,
covenants, indemnities and agreements of the parties provided for in the
Operative Documents, and the parties' obligations under any and all thereof,
shall survive the execution and delivery of this Participation Agreement, the
transfer of any Property to the Lessor Trust, the construction of any

                                      -63-
<PAGE>

Improvements, any disposition of any interest of the Lessor Trust, Agent
Certificate Holder or any Participant in any Property or any Improvements and
the payment of the Notes and Certificates and any disposition thereof, and shall
be and continue in effect to the extent set forth in such Operative Documents
notwithstanding any investigation made by any party and the fact that any party
may waive compliance with any of the other terms, provisions or conditions of
any of the Operative Documents. Except as otherwise expressly set forth herein
or in the other Operative Documents, the indemnities of the parties provided for
in the Operative Documents shall survive the expiration or termination of any
thereof.

        Section 15.2. No Broker, Etc. Each of the parties hereto represents to
the others that it has not retained or employed any broker, finder or financial
adviser to act on its behalf in connection with this Participation Agreement or
the transactions contemplated herein or in the other Operative Documents nor has
it authorized any broker, finder or financial adviser retained or employed by
any other Person so to act. In the event that any party retains any other
broker, finder or financial advisor, such party will promptly notify the other
parties in writing of such broker, finder or financial advisor. Any party which
is in breach of this representation shall indemnify and hold the other parties
harmless from and against any liability arising out of such breach of this
representation.

        Section 15.3. Notices. Unless otherwise specifically provided herein,
all notices, consents, directions, approvals, instructions, requests and other
communications required or permitted by the terms hereof to be given to any
Person shall be given in writing by United States mail, by nationally recognized
courier service, by hand or by facsimile, and any such notice shall become
effective (i) if delivered by United States mail, five (5) Business Days after
being deposited in the mail, certified or registered with appropriate postage
prepaid, (ii) if delivered by a nationally recognized courier service, upon
delivery to the intended recipient, (iii) if delivered by hand, when received or
(iv) if delivered by facsimile, when transmitted (upon electronic confirmation
thereof) provided that any facsimile transmitted after 5:00 P.M. (recipient
time) shall be deemed to have been received on the next Business Day, and shall
be directed to the address or facsimile number of such Person as indicated on
Schedule II. From time to time any party may designate a new address or
facsimile number for purposes of notice hereunder by written notice to each of
the other parties hereto in accordance with this Section.

     Section 15.4. Counterparts. This Participation Agreement may be executed by
the parties hereto in separate counterparts,  each of which when so executed and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute but one and the same instrument.

     Section 15.5. Amendments, Etc. Neither any Operative Document nor any of
the terms thereof may be terminated (except upon payment in full of the Lease
Balance or effective exercise and consummation of the Remarketing Option in
accordance with Article XX of the Master Lease and payment in full of all
amounts due in accordance therewith), amended, supplemented, waived or modified
without the written agreement or consent of each party thereto and the Lessee's
consent with respect to amendments, supplements, waivers and modifications in
the Loan Agreement, Notes, Trust Agreement and Certificates and, regardless of
whether the Lenders and the Certificate Holders are parties thereto, the
Required Participants; provided, however, that:

                                      -64-
<PAGE>


                  (a) no such termination, amendment, supplement, waiver or
         modification shall without written agreement or consent of each
         Participant:

                           (i) modify any of the provisions of this Section
                  15.5, change the definition of "Required Participants" or
                  modify or waive any provision of any Operative Document
                  requiring action by the foregoing;

                           (ii) amend, modify, waive or supplement any of the
                  provisions of Section 2.5, 2.6 or 2.7 of the Loan Agreement or
                  increase any Participant's Commitment Percentage;

                           (iii) reduce, modify, amend or waive any fees or
                  indemnities in favor of any Participant, including without
                  limitation amounts payable pursuant to Article XIII (except
                  that any Person may consent to any reduction, modification,
                  amendment or waiver of any indemnity payable to it);

                           (iv) modify, postpone, reduce or forgive, in whole or
                  in part, any payment of Rent (other than pursuant to the terms
                  of any Operative Document), any Loan or Certificate Holder
                  Amount, the Lease Balance, the Loan Balance, Commitment Fees
                  and any other fee payable hereunder, amounts due pursuant to
                  Section 20.2 of the Master Lease, interest or Yield (except
                  that any Person may consent to any modification, postponement,
                  reduction or forgiveness of any payment of any fee payable to
                  it) or, subject to subclause (iii) above, any other amount
                  payable under the Lease or this Participation Agreement, or
                  modify the definition or method of calculation of Rent (other
                  than pursuant to the terms of any Operative Document), Loans
                  or Certificate Holder Amounts, Lease Balance, Loan Balance,
                  Commitment Fees, Shortfall Amount, Property Improvement Costs,
                  Estimated Improvement Costs, Participant Balance, or any other
                  definition which would affect the amounts to be advanced or
                  which are payable under the Operative Documents;

                           (v) except as otherwise provided in the Operative
                  Documents, consent to the release of any Lien in favor of the
                  Lessor Trust, Certificate Holders, Agent Certificate Holder,
                  Administrative Agent or Lenders on any Property created by any
                  Operative Document or release the Guarantor from its
                  obligations under the Guaranty; or

                           (vi) consent to any assignment of the Master Lease or
                  the Lease Supplement by any Lessee, releasing Lessee from its
                  obligations in respect of the payments of Rent, Loan Balance
                  or Lease Balance or changing the absolute and unconditional
                  character of such obligations.

                  (b) no such termination, amendment, supplement, waiver or
         modification that would increase the obligations of Lessee or the
         Guarantor thereunder or deprive Lessee or the Guarantor of any of its
         rights thereunder shall be effective against Lessee or the Guarantor
         without its written agreement or consent.

                                     -65-
<PAGE>


     Section  15.6.  Headings,  Etc.  The Table of Contents  and headings of the
various  Articles  and  Sections  of  this   Participation   Agreement  are  for
convenience of reference only and shall not modify,  define, expand or limit any
of the terms or provisions hereof.

     Section 15.7. Parties in Interest. Except as expressly provided herein,
none of the provisions of this Participation Agreement is intended for the
benefit of any Person except the parties hereto. Neither the Lessee nor the
Guarantor shall assign or transfer any of its rights or obligations under the
Operative Documents except in accordance with the terms and conditions thereof.

     Section 15.8.  GOVERNING  LAW. THIS  PARTICIPATION  AGREEMENT AND THE OTHER
OPERATIVE DOCUMENTS (EXCEPT AS OTHERWISE PROVIDED IN ANY OPERATIVE DOCUMENT) AND
THE RIGHTS AND  OBLIGATIONS  OF THE PARTIES  HEREUNDER AND  THEREUNDER  SHALL BE
CONSTRUED  IN  ACCORDANCE  WITH  AND BE  GOVERNED  BY THE  LAW OF THE  STATE  OF
CALIFORNIA.

     Section 15.9.  Severability.  Any provision of this Participation Agreement
that is  prohibited  or  unenforceable  in any  jurisdiction  shall,  as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

       Section 15.10. Liability Limited. (a) The parties hereto agree that
except as specifically set forth herein or in any other Operative Document, no
Certificate Holder or Owner Trustee shall have any personal liability whatsoever
to any Participant or their respective successors and assigns for any claim
based on or in respect hereof or any of the other Operative Documents or arising
in any way from the transactions contemplated hereby or thereby and recourse, if
any, shall be solely had against such Certificate Holder's interest in the
Lessor Trust; provided, however, that each Certificate Holder and Owner Trustee
shall be liable in its individual capacity (a) for its own willful misconduct or
gross negligence, (b) breach of any of its representations, warranties or
covenants under the Operative Documents, (c) with respect to Certificate
Holders, for any Tax based on or measured by any fees, commission or
compensation received by a Certificate Holder for acting as a Certificate Holder
as contemplated by the Operative Documents, or (d) any Lessor Liens attributable
to it. It is understood and agreed that, except as provided in the preceding
sentence: (i) no Certificate Holder or Owner Trustee shall have any personal
liability under any of the Operative Documents as a result of acting pursuant to
and consistent with any of the Operative Documents; (ii) all obligations of each
Certificate Holder and Owner Trustee to any Lender are solely nonrecourse
obligations except to the extent that such Certificate Holder or Owner Trustee
has received payment from others (including, without limitation, obligations
with respect to the Loans); and (iii) all such personal liability of any
Certificate Holder and Owner Trustee is expressly waived and released as a
condition of, and as consideration for, the execution and delivery of the
Operative Documents by such Certificate Holder and Owner Trustee.

         (b) No Participant shall have any obligation to any other Participant
or to the Lessee, the Certificate Holders or the Lenders with respect to

                                      -66-
<PAGE>

transactions contemplated by the Operative Documents, except those obligations
of such Participant expressly set forth in the Operative Documents or except as
set forth in the instruments delivered in connection therewith, and no
Participant shall be liable for performance by any other party hereto of such
other party's obligations under the Operative Documents except as otherwise so
set forth.

       Section 15.11. Further Assurances. The parties hereto shall promptly
cause to be taken, executed, acknowledged or delivered, at the sole expense of
the Lessee, all such further acts, conveyances, documents and assurances as the
other parties may from time to time reasonably request in order to carry out and
preserve the security interests and liens (and the priority thereof) intended to
be created pursuant to this Participation Agreement, the other Operative
Documents, and the transactions thereunder (including, without limitation, the
preparation, execution and filing of any and all Uniform Commercial Code
financing statements and other filings or registrations which the parties hereto
may from time to time request to be filed or effected). The Lessee, at its own
expense and upon prior request from any other party, shall take such action as
may be reasonably necessary (including any action specified in the preceding
sentence), or as so requested, in order to maintain and protect all security
interests provided for hereunder or under any other Operative Document.

       Section 15.12. SUBMISSION TO JURISDICTION. EACH PARTY HERETO HEREBY
SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR
THE NORTHERN DISTRICT OF CALIFORNIA FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS PARTICIPATION AGREEMENT OR ANY OF THE OTHER
OPERATIVE DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

       Section 15.13. Setoff. The Lenders and the Certificate Holders shall,
upon the occurrence of any Lease Event of Default or Construction Agency
Agreement Event of Default, have the right to appropriate and, subject to
Section 4.7, apply to the payment of Lessee's obligations under the Lease, the
Construction Agency Agreement and the other Operative Documents as security for
the payment of such obligations, any and all balances, credits, deposits,
accounts or moneys of Lessee then or thereafter maintained with any Lender or
any Certificate Holder. The rights of the Lenders and the Certificate Holders
under this Section are in addition to other rights and remedies (including other
rights of setoff under applicable law or otherwise) which such Person may have.

       Section 15.14. No Participant Responsible for Other Participants. The
obligations of each Participant under this Participation Agreement and the other
Operative Documents are several and not joint; and, in the event of a failure by
a Participant to perform any of its obligations hereunder or under any other
Operative Document, neither the Agent Certificate Holder nor the Administrative
Agent nor any other Participant (other than the defaulting Participant) shall
have any liability as a consequence thereof.

                                      -67-
<PAGE>

       Section 15.15. Recourse during Construction; Construction Agency
Agreement. Notwithstanding any provision herein to the contrary, recourse to
Lessee during the Interim Lease Term for each Unimproved Property shall be
limited as set forth in the Construction Agency Agreement. To the extent of any
conflict between the provisions of the Construction Agency Agreement and any
other Operative Document, the provisions of the Construction Agency Agreement
shall govern and be applicable with respect to the Interim Lease Term for each
Uncompleted Property.

       Section 15.16. No Recourse to Owner Trustee; Agent Certificate Holder;
Certificate Holders. Notwithstanding any provision to the contrary, the
obligations, representations, warranties and agreements of the Lessor Trust
hereunder and under the Certificates, the other Operative Documents and any
other certificate, instrument or document executed in connection herewith or
therewith, and any other document supplemental hereto or thereto, shall be
deemed obligations and agreements of the Lessor Trust, and not of First Security
Bank, National Association in its individual capacity, Agent Certificate Holder
or any Certificate Holder, or any shareholder, officer, agent or employee of
First Security Bank, National Association in its individual capacity or Agent
Certificate Holder or any Certificate Holder, and the shareholders, officers,
agents and employees of First Security Bank, National Association in its
individual capacity or Agent Certificate Holder any Certificateholder shall not
be liable personally hereon or thereon or be subject to any personal liability
or accountability based upon or in respect hereof or thereof or of any
transaction contemplated hereby or thereby.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      -68-
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Participation
Agreement to be duly executed by their respective officers thereunto duly
authorized as of the day and year first above written.


                             R.M.E. INC., as Lessee and Construction Agent



                             By
                                 Name
                                 Its

                             THE ROBERT MONDAVI CORPORATION, as a Guarantor


                             By
                                 Name
                                 Its

                             HARRIS TRUST AND SAVINGS BANK, as Agent
                              Certificate Holder and as a Certificate Holder


                             By
                                 Name
                                 Its


                                      -69-
<PAGE>




                             HARRIS TRUST AND SAVINGS BANK, as
                              Administrative Agent and as a Lender



                             By
                                  Name
                                  Its


                             BANK OF AMERICA, N.A., as a Lender and
                              Certificate Holder



                             By
                                 Name
                                 Its


                             BMO GLOBAL CAPITAL SOLUTIONS, INC., as Arranger



                             By
                                 Name
                                 Its



                             FIRST SECURITY BANK,
                              ASSOCIATION, not in its individual capacity,
                              except as expressly provided herein, but
                              solely as Owner Trustee


                             By
                                 Name:_________________________________
                                 Title:________________________________


                                      -70-
<PAGE>




                             LODI 2000 DISTRIBUTION TRUST, as Lessor Trust

                             By: First Security Bank, National Association,
                                 not in its individual capacity but solely
                                 as Owner Trustee


                             By
                                 Name:___________________________________
                                 Title:__________________________________



                                      -71-
<PAGE>



<TABLE>
<CAPTION>



                                   SCHEDULE I
                           TO PARTICIPATION AGREEMENT


                                   COMMITMENTS


                                                                                           COMMITMENT
              PARTICIPANT                            COMMITMENT                            PERCENTAGE



                LENDERS

<S>                                                  <C>                                     <C>
Harris Trust and Savings Bank                        $9,894,000                              .5820%

Bank of America, N.A.                                $6,596,000                              .3880%

               TOTAL                                $16,490,000                               97.0%


          CERTIFICATE HOLDERS

Harris Trust and Savings Bank                          $306,000                              .0180%

Bank of America, N.A.                                  $204,000                              .0120%

               TOTAL                                   $510,000                               3.0%


Commitment Total                                    $17,000,000                               100%

</TABLE>


<PAGE>






                                   SCHEDULE II
                           TO PARTICIPATION AGREEMENT


         Notice Information, Wire Instructions and Funding Offices,

AGENT CERTIFICATE HOLDER:

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois  60603

Attention:  Mr. Jerry Karl
Facsimile No.:  (312) 765-8095

Wire Transfer Instructions:
Bank:  Harris Trust and Savings Bank
ABA Number:  071-000-288
Attention:  Credit Services
Account Number:  1092154
Ref:  Robert Mondavi Properties, Inc.

ADMINISTRATIVE AGENT:

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois  60603


Attention:  Mr. Jerry Karl
Facsimile No.:  (312) 765-8095

Wire Transfer Instructions:
Bank:  Harris Trust and Savings Bank
ABA Number:  071-000-288
Attention:  Credit Services
Account Number:  1092154
Ref:  Robert Mondavi Properties, Inc.



<PAGE>


CERTIFICATE HOLDER:

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois  60603

Attention:  Mr. Jerry Karl
Facsimile No.:  (312) 765-8095

Wire Transfer Instructions:
Bank:  Harris Trust and Savings Bank
ABA Number:  071-000-288
Attention:  Credit Services
Account Number:  1092154
Ref:  Robert Mondavi Properties, Inc.

Bank of America, N.A.
345 Montgomery Street
San Francisco, California  94104

Attention:  Ms. Stephanie Barrell
Facsimile No.:  (415) 622-1878
Wire Transfer Instructions:
Bank:  Bank of America
ABA Number:  121000358
Attention:  Unit #1592 CLSC
Account Number:  15921-83980
Ref:  Benefit of Robert Mondavi Corp./Obligor
#9738464338

LENDERS:

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois  60603

Attention:  Mr. Jerry Karl
Facsimile No.:  (312) 765-8095

Wire Transfer Instructions:
Bank:  Harris Trust and Savings Bank
ABA Number:  071-000-288
Attention:  Credit Services
Account Number:  1092154
Ref:  Robert Mondavi Properties, Inc.


                                     A-1-2


<PAGE>



Bank of America, N.A.
345 Montgomery Street
San Francisco, California  94104

Attention: Ms. Stephanie Barrell
Facsimile No.:  (415) 622-1878
Wire Transfer Instructions:
Bank:  Bank of America
ABA Number:  121000358
Attention:  Unit #1592 CLSC
Account Number:  15921-83980
Ref:  Benefit of Robert Mondavi Corp./Obligor
#9738464338

LESSEE:

R.M.E., INC.
901 Kaiser Road
Napa, California  94558

Attention:    R.L. Garassino, Jr.
Facsimile No.: 707-251-4821


With a copy to:

THE ROBERT MONDAVI CORPORATION
901 Kaiser Road
Napa, California  94558

Attention:    R.L. Garassino, Jr.
Facsimile No.: 707-251-4821


Wire Transfer Instructions:
Bank:  Harris Trust and Savings Bank
ABA Number:  071-000-288
Account Name:  Robert Mondavi Properties, Inc.
Account Number:  _____________


                                     A-1-3

<PAGE>




OWNER TRUSTEE:

First Security Bank, N.A.
79 South Main St.
Salt Lake City, Utah  84111
Attention:  Corporate Trust Administration
Facsimile No.:  801-246-5053


GUARANTOR:

THE ROBERT MONDAVI CORPORATION
901 Kaiser Road
Napa, California  94558

Attention:    R.L. Garassino, Jr.
Facsimile No.: 707-251-4821

                                     A-1-4
<PAGE>



                                   APPENDIX A
                           TO PARTICIPATION AGREEMENT


         A. Interpretation. In each Operative Document, unless a clear contrary
intention appears:

                  (i) the singular number includes the plural number and vice
         versa;

                  (ii) reference to any Person includes such Person's successors
         and assigns but, if applicable, only if such successors and assigns are
         permitted by the Operative Documents, and reference to a Person in a
         particular capacity excludes such Person in any other capacity or
         individually;

                  (iii) reference to any gender includes each other gender;

                  (iv) reference to any agreement, document or instrument
         (including any Operative Document) means such agreement, document or
         instrument as amended or modified and in effect from time to time in
         accordance with the terms thereof and, if applicable, the terms of the
         other Operative Documents, and reference to any promissory note
         includes any promissory note which is an extension or renewal thereof
         or a substitute or replacement therefor;

                  (v) reference to any Requirement of Law means such Requirement
         of Law as amended, modified, codified, replaced or reenacted, in whole
         or in part, and in effect from time to time, including rules and
         regulations promulgated thereunder, and reference to any section or
         other provision of any Requirement of Law means that provision of such
         Requirement of Law from time to time in effect and constituting the
         substantive amendment, modification, codification, replacement or
         reenactment of such section or other provision;

                  (vi) reference in any Operative Document to any Article,
         Section, Appendix, Schedule or Exhibit means such Article or Section
         thereof or Appendix, Schedule or Exhibit thereto;

                  (vii) "hereunder," "hereof, "hereto" and words of similar
         import shall be deemed references to an Operative Document as a whole
         and not to any particular Article, Section or other provision thereof;

                  (viii) "including" (and with correlative meaning "include")
         means including without limiting the generality of any description
         preceding such term; and

                  (ix) with respect to any rights and obligations of the parties
         under the Operative Documents, all such rights and obligations shall be
         construed to the extent permitted by Applicable Law.

                                     A-1-5
<PAGE>

         B. Computation of Time Periods. Unless otherwise specified in any
Operative Document, for purposes of computation of periods of time under the
Operative Documents, the word "from" means "from and including" and the words
"to" and "until" each mean "to but excluding."

         C. Accounting Terms and Determinations. Unless otherwise specified
herein, all accounting terms used therein shall be interpreted, all accounting
determinations thereunder shall be made, and all financial statements required
to be delivered thereunder shall be prepared in accordance with GAAP, applied on
a basis consistent (except for changes concurred in by the RMC's independent
public accountants) with the most recent audited consolidated financial
statements of the RMC and its Subsidiaries delivered to the Participants.

         D. Conflict in Operative Documents. If there is any conflict between
any Operative Documents, such Operative Documents shall be interpreted and
construed, if possible, so as to avoid or minimize such conflict but, to the
extent (and only to the extent) of such conflict, the Participation Agreement
shall prevail and control.

         E. Legal Representation of the Parties. The Operative Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring the Operative Documents to
be construed or interpreted against any party shall not apply to any
construction or interpretation hereof or thereof.

         F. Defined Terms. Unless a clear contrary intention appears, terms
defined herein have the respective indicated meanings when used in each
Operative Document.

         "Account" means the account identified by the Administrative Agent in a
writing delivered to Lessee into which all payments by the Lessee under the
Operative Documents shall be made. The Account shall be specified on Schedule II
to the Participation Agreement, as such Schedule may from time to time be
amended, supplemented, amended and restated or otherwise modified.

         "Acquisition Date" is defined in Section 6.1 of the Participation
Agreement.

         "Adjusted Eurodollar Rate" means, as applicable to any Interest Period,
a rate per annum equal to the quotient obtained (rounded upwards, if necessary,
to the next higher 1/100th of it) by dividing (i) the applicable London
Interbank Offered Rate for such Interest Period by (ii) 1.00 minus the
Eurodollar Reserve Percentage. The Adjusted Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurodollar
Reserve Percentage.

         "Administrative Agent" means Harris in its capacity as Administrative
Agent, and any successors or assigns thereto in such capacity.

         "Advance" means an advance of funds to the Construction Agent pursuant
to Article III of the Participation Agreement.

         "Advisory and Syndication Fee" is defined in the Arranger's Fee Letter.

                                     A-1-6
<PAGE>

         "Affiliate" means, as to any Person any other Person which directly or
indirectly is in control of, is controlled by, or is under common control with,
such Person. A Person shall be deemed to control another Person if the
controlling Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such other Person, whether
through the ownership of voting securities, membership interests, by contract,
or otherwise.

         "After Tax Basis" means, with respect to any payment to be received,
the amount of such payment increased so that, after deduction of the amount of
all taxes required to be paid by the recipient (less any tax savings realized
and the present value of any tax savings projected to be realized by the
recipient as a result of the payment of the indemnified amount) with respect to
the receipt by the recipient of such amounts, such increased payment (as so
reduced) is equal to the payment otherwise required to be made.

         "Agent Certificate Holder" means Harris together with its successors
permitted pursuant to Section 14.12 of the Participation Agreement.

         "Aggregate Commitment Amount" means, on any date, $17,000,000 as such
amount may be reduced from time to time pursuant to Section 4.3(a) of the
Participation Agreement.

         "Applicable Law" means all Federal, state, county, municipal and other
governmental statutes, laws, rules, orders, regulations, ordinances, judgments,
decrees and injunctions affecting the Property, the Improvements or the
demolition, construction, use or alteration thereof, whether now or hereafter
enacted and in force, including any that require repairs, modifications or
alterations in or to the Property or in any way limited the use and enjoyment
thereof (including all building, zoning and fire codes and the Americans with
Disabilities Act of 1990, 42 U.S.C. S 1201 et seq. and any other similar
federal, state or local laws or ordinances and the regulations promulgated
thereunder) and any that may relate to environmental requirements (including all
Environmental Laws), and all permits, certificates of occupancy, licenses,
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and encumbrances contained in any instruments which are either of
record or known to the Guarantor or the Lessee affecting the Property, the
Appurtenant Rights and any easements, licenses or other agreements entered into
pursuant to Section 11.2 of the Master Lease.

         "Appraisal" means, with respect to any Property, an appraisal of the
Fair Market Sales Value of such Property, which Appraisal complies in all
material respects with all of the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989, as amended, the rules and
regulations adopted pursuant thereto, and all other applicable Requirements of
Law, and is addressed to the Administrative Agent, the Agent Certificate Holder
and the Lessee. Each Appraisal shall be prepared by an Appraiser selected by the
Administrative Agent and the Agent Certificate Holder, and such appraiser shall
be reasonably acceptable to the Lessee.

         "Appraised Value" means, with respect to any Uncompleted Property, (a)
with respect to any such Property for which an offer to purchase has been
received by the Agent Certificate Holder from a third party purchaser, a
statement from an Appraiser setting forth the portion of such purchase price

                                     A-1-7
<PAGE>

that is allocable to the Land portion of such Property and (b) with respect to
any other Uncompleted Property, an appraisal by an Appraiser of the Fair Market
Sales Value of the Land portion of such Property.


         "Appraiser" means the appraiser which prepared an Appraisal of the
Property or such other Person selected by the Administrative Agent and the Agent
Certificate Holder.

         "Appurtenant Rights" means, with respect to any Land, (i) all
agreements, easements, rights of way or use, rights of ingress or egress,
privileges, appurtenances, tenements, and other rights and benefits at any time
belonging or pertaining to such Land or the Improvements thereon, including,
without limitation, the use of any streets, ways, alleys, vaults or strips of
land adjoining, abutting, adjacent or contiguous to such Land and (ii) all
permits, licenses and rights, whether or not of record, appurtenant to such
Land.

         "Arranger" means BMO Global Capital Solutions, Inc., a Delaware
corporation, in its capacity as arranger.

         "As-Completed Appraisal" means (a) with respect to any Improved
Property, the Appraisal of such Property delivered to Administrative Agent on
the Acquisition Date therefor and (b) with respect to any other Property, an
Appraisal of the Property appraising the Fair Market Sales Value of the Property
as completed in accordance with the Plans and Specifications therefor.

         "Assigned Lease" is defined in Section 2(a) of the Assignment of Lease
and Rent.

         "Assignment of Lease and Rent" means the Assignment of Lease and Rent
dated as of July 14, 2000, from the Lessor Trust, as assignor, to the
Administrative Agent for the benefit of the Lenders, as assignee, as the same
may be amended, supplemented, amended and restated or otherwise modified from
time to time.

         "Assignment of Lease and Rent Supplement" means each supplement to the
Assignment of Lease and Rent executed by the Lessor Trust in favor of the
Administrative Agent, substantially in the form of Exhibit A thereto.

         "Available Commitments" means the sum of the Available Loan Commitments
and the Available Certificate Holder Commitments.

         "Available Certificate Holder Commitment" means, at any time, an amount
equal to the excess, if any, of (x) the aggregate amount of the Certificate
Holder Commitments, minus (y) the aggregate Certificate Holder Amounts
outstanding.

         "Available Loan Commitment" means, at any time, an amount equal to the
excess, if any, of (x) the aggregate amount of the Loan Commitments, minus (y)
the aggregate principal amount of all Loans outstanding.

         "Bankruptcy Code" is defined in Section 5.1(e) of the Loan Agreement.

                                     A-1-8
<PAGE>

         "Base Rate" means, for any day, the greater of:

                           (i) the rate of interest announced by the
                  Administrative Agent from time to time as its prime commercial
                  rate (the "Prime Rate"), or equivalent, as in effect on such
                  day, with any change in the Domestic Rate resulting from a
                  change in said prime commercial rate to be effective as of the
                  date of the relevant change in said prime commercial rate; and

                           (ii) the sum of (x) the rate determined by the
                  Administrative Agent to be the average (rounded upwards, if
                  necessary, to the next higher 1/100 of 1%) of the rates per
                  annum quoted to the Administrative Agent at approximately
                  10:00 a.m. (Chicago time) (or as soon thereafter as is
                  practicable) on such day (or, if such day is not a Business
                  Day, on the immediately preceding Business Day) by two or more
                  Federal funds brokers selected by the Administrative Agent for
                  the sale of the Administrative Agent at face value of Federal
                  funds in an amount equal or comparable to the principal amount
                  owed to the Administrative Agent for which such rate is being
                  determined, plus (y) 1/2 of 1% (.50%).

         "Base Rate Loan/Certificate Holder Amount" means a Loan or Certificate
Holder Amount, as the case may be, bearing interest at the Base Rate.

         "Basic Lease Term" is defined in Section 2.3 of the Master Lease.

         "Basic Rent" means the sum of (i) the Lender Basic Rent and (ii) the
Certificate Holder Basic Rent, calculated as of the applicable date on which
Basic Rent is due.

         "Bill of Sale" is defined in Section 6.1(j) of the Participation
Agreement.

         "Borrower Default" is defined in Section 5.3 of the Loan Agreement.

         "Break Costs" means an amount equal to the amount, if any, required to
compensate any Participant for any additional losses (including, without
limitation, any loss, cost or expense incurred by reason of the liquidation or
reemployment of deposits or funds acquired by such Participant to fund its
obligations under the Operative Documents) it may incur with respect to
Eurodollar Loan/Certificate Holder Amounts as a result of (w) the Lessee's
payment of Rent other than on a Scheduled Payment Date (except for Rent not due
on a Scheduled Payment Date), (x) any Advance not being made on the date
specified therefor in the applicable Funding Request (other than as a result of
a breach by such Participant of its obligation under Section 3.1, 3.2 or 3.3, as
the case may be, of the Participation Agreement to make Advances to the
Construction Agent or make Certificate Holder Amounts or Loans available to the
Agent Certificate Holder), (y) any Guarantor's or Lessee's payment of the Lease
Balance on any date other than a Basic Rent Payment Date, or (z) as a result of

                                     A-1-9
<PAGE>

any conversion of the London Interbank Offered Rate in accordance with Section
13.7 or 13.8 of the Participation Agreement. A statement as to the amount of
such loss, cost or expense, prepared in good faith and in reasonable detail and
submitted by such Participant, as the case may be, to the Agent, shall be
correct and binding on the Agent absent manifest error.

         "Business Day" means a day other than a Saturday, Sunday or other day
on which commercial banks in Chicago, Illinois are authorized or required by law
to close, except that, when used in connection with a Eurodollar Loan or
Eurodollar Certificate Holder Amount, such day shall also be a day on which
dealings between banks are carried on in U.S. dollar deposits in London,
England.

         "Capitalized Lease" shall mean any lease the obligation for rentals
with respect to which is required to be capitalized on a consolidated balance
sheet of the lessee and its subsidiaries in accordance with GAAP.

         "Capitalized Lease Obligation" means any rental obligation which, under
GAAP, is or will be required to be capitalized on the books of RMC or any
Subsidiary, taken at the amount thereof accounted for as indebtedness (net of
interest expense).

         "Capitalized Rentals" of any Person shall mean as of the date of any
determination thereof the amount at which aggregate Rentals due and to become
due under all Capitalized Leases under which such Person is a lessee would be
reflected as a liability on a consolidated balance sheet of such Person.

         "Casualty" means any damage or destruction of all or any portion of the
Property as a result of a fire, flood, earthquake or other casualty.

         "CERCLA" means the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, 42 U.S.C.ss.ss.9601 et seq., as amended by the
Superfund Amendments and Reauthorization Act of 1986.

         "Certificate" is defined in Section 10.2 of the Trust Agreement.

         "Certificate Holder Amount" is defined in Section 3.2 of the
Participation Agreement.

         "Certificate Holder Balance" means, as of any date of determination, an
amount equal to the sum of the outstanding Certificate Holder Amounts together
with all accrued and unpaid Yield thereon.

         "Certificate Holder Basic Rent" means the sum of (a) the amount of
accrued Yield due on the Certificate Holder Amounts, determined in accordance
with Section 4.1 of the Participation Agreement as of any Payment Date and
excluding (i) any interest at the applicable Overdue Rate on any installment of
Certificate Holder Basic Rent not paid when due and (ii) any fine, penalty,
interest or cost assessed or added under any agreement with a third party for
nonpayment or late payment of Certificate Holder Basic Rent and (b) any Fixed
Rent due under the Lease Supplement with respect to the Certificate Holder
Amounts after giving effect to any prepayment of Fixed Rent.


                                     A-1-10
<PAGE>

         "Certificate Holder Commitment" means the Commitment of each
Certificate Holder in the amount set forth on Schedule I of the Participation
Agreement, as such Schedule may be amended, supplemented, amended and restated,
reduced or otherwise modified from time to time (including, without limitation,
pursuant to Section 3.7 of the Participation Agreement).

         "Certificate Holder Margin" means, with respect to any Loan which is a
Eurodollar Loan/Certificate Holder Amount, 1.25% per annum.

         "Certificate Holders" means, collectively, each of the Persons that are
or may from time to time become identified as a "Certificate Holder" party to
the Participation Agreement.

         "Certifying Party" is defined in Section 22.1 of the Master Lease.

         "Claims" means any and all obligations, liabilities, losses, actions,
suits, judgments, penalties, fines, claims, demands, settlements, costs and
expenses (including, without limitation, reasonable legal fees and expenses) of
any nature whatsoever.

         "Code" means the Internal Revenue Code of 1986 and regulations
promulgated thereunder.

         "Commitment" means (i) as to any Lender, its Loan Commitment, and (ii)
as to any Certificate Holder, its Certificate Holder Commitment.

         "Commitment Fees" is defined in Section 4.4(c) of the Participation
Agreement.

         "Commitment Percentage" means, with respect to any Participant, the
percentage set forth opposite such Participant's name under the heading
"Commitment Percentage" on Schedule I to the Participation Agreement, as such
Schedule may be amended, supplemented, amended and restated or otherwise
modified from time to time (including, without limitation, pursuant to Section
3.7 of the Participation Agreement).

         "Commitment Period" means the period from and including the Acquisition
Date to but not including the date occurring on the earlier of (i) the
Commitment Termination Date, (ii) the date on which the sum of the Loan Balance
and the Certificate Holder Balance equals the Aggregate Commitment Amount, (iii)
the date of Completion of the applicable Construction, (iv) the Outside
Completion Date and (v) the date on which the Commitments shall terminate as
provided in the Operative Documents; provided, however, that in the event that
any Commitment Period would end after the Commitment Termination Date, such
Commitment Period shall end on such Commitment Termination Date and, in any
event, shall not extend beyond the Maturity Date.

         "Commitment Termination Date" means the Interim Termination Date.

                                     A-1-11
<PAGE>

         "Completed Property" means any Property (a) that is an Improved
Property or (b) with respect to which the Completion Date has occurred.

         "Completion" means with respect to any Property (other than Completed
Property), such time as the conditions set forth in Section 6.3 of the
Participation Agreement are satisfied with respect thereto.

         "Completion Certificate" is defined in 6.3(d) of the Participation
Agreement.

         "Completion Costs" means, with respect to any Property (other than an
Improved Property), any and all costs of any kind or description incurred by
Administrative Agent or any Participant in completing the construction of such
Property following a Construction Agency Agreement Event of Default in excess of
the Estimated Improvement Costs for such Property, including, without
limitation, costs of removal and restoration of defective work, shut down and
startup costs for any party under any of the Construction Documents, redesign,
rebidding, repermitting and other costs incurred in connection with any revision
of the applicable Plans and Specifications, construction supervision costs,
carry during any period of delay in the completion of such Property beyond the
applicable Outside Completion Date, legal fees incurred in connection with the
negotiation, enforcement, termination or any other action or proceeding in
connection with any of the Construction Documents or any of the foregoing.

         "Completion Date" means, the date on which Completion for the Property
has occurred, as certified in the Completion Certificate; provided, however, the
Completion Date for each Property shall occur on or before twenty-four (24)
months from the date of the initial Advance for each Property.

         "Compliance Certificate" is attached to the Participation Agreement as
Exhibit M.

         "Condemnation" means any condemnation, requisition, confiscation,
seizure or other taking or sale of the use, access, occupancy, easement rights
or title to any Property or any part thereof, wholly or partially (temporarily
or permanently), by or on account of any actual or threatened eminent domain,
proceeding or other taking of action by any Person having the power of eminent
domain, including an action by a Governmental Authority to change the grade of,
or widen the streets adjacent to, such Property or alter the pedestrian or
vehicular traffic flow to such Property so as to result in change in access to
such Property, or by or on account of an eviction by paramount title or any
transfer made in lieu of any such proceeding or action. A "Condemnation" shall
be deemed to have occurred on the earliest of the dates that use, occupancy or
title vests in the condemning authority.

         "Consolidated Adjusted Net Worth" shall mean, as of the date of any
determination thereof, the arithmetic sum of:

                   (a) the amount of the capital stock accounts (net of treasury
         stock, at cost, but including preferred stock), plus (or minus in the
         case of a deficit) the surplus and retained earnings of RMC and its

                                     A-1-12

<PAGE>

         subsidiaries set forth in the consolidated financial statements of RMC
         as at the end of the fiscal quarter immediately preceding the date of
         such determination.

MINUS

                   (b) the net book value, after deducting any reserves
         applicable thereto, of all items of the following character which are
         included in the assets of RMC and its subsidiaries, to wit:

                           (1) the incremental increase in an asset resulting
                  from any reappraisal, revaluation or write-up of assets, other
                  than an increase to the extent permitted by GAAP; and

                           (2) (i) unamortized debt discount and expense and
                  (ii) goodwill, patents, parent applications, permits,
                  trademarks, trade names, copyrights, licenses, franchises,
                  experimental expense, organizational expense, research and
                  development expense and such other assets as are properly
                  classified as "intangible assets" acquired by Lessee and its
                  subsidiaries after the Documentation Date; provided, however,
                  that notwithstanding the foregoing, Lessee may include in any
                  determination of "Consolidated Adjusted Net Worth" the
                  aggregate net value of prepaid royalties, patents, patent
                  applications, trademarks, trade names, copyrights and other
                  intellectual property acquired after the Documentation Date.

all determined in accordance with GAAP.

         "Consolidated Fixed Charges" for any period shall mean on a
consolidated basis the sum of (a) all Rentals (other than rentals on Capitalized
Leases) payable during such period by RMC and its subsidiaries, and (b) all
Interest Expense on all Indebtedness of RMC and its subsidiaries.

         "Consolidated Funded Debt" shall mean all Funded Debt of RMC and its
subsidiaries, determined on a consolidated basis eliminating intercompany items.

         "Consolidated Net Income" for any period shall mean the consolidated
net income (before extraordinary items) for RMC and its subsidiaries for such
period determined in accordance with GAAP, excluding in any event extraordinary
items in accordance with GAAP.

         "Consolidated Net Income Available for Fixed Charges" for any period
shall mean the sum of (a) Consolidated Net Income during such period plus (to
the extent deducted in determining Consolidated Net Income), (b) all provisions
for any Federal, state or other income taxes made by RMC and its subsidiaries
during such period and (c) Consolidated Fixed Charges during such period.

         "Consolidated Total Assets" shall mean, as of the date of any
determination thereof, total assets of RMC and its subsidiaries determined on a
consolidated basis in accordance with GAAP.

                                     A-1-13
<PAGE>

         "Consolidated Total Capitalization" shall mean, as of the date of any
determination thereof, the sum of (a) Consolidated Funded Debt plus (b)
Consolidated Adjusted Net Worth plus (c) Specified Assets.

         "Consolidated Total Liabilities" shall mean, as of the date of any
determination thereof, total liabilities of RMC and its subsidiaries determined
on a consolidated basis in accordance with GAAP.

         "Construction" means, with respect to any Property, the construction
and installation of all Improvements thereon contemplated by the Plans and
Specifications applicable to such Property.

         "Construction Agency Agreement" means the Construction Agency
Agreement, dated as of July 14, 2000, between the Lessor Trust and the
Construction Agent, as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time.

         "Construction Agency Agreement Assignment" means the Construction
Agency Agreement Assignment, dated as of July 14, 2000, made by the Lessor
Trust, as assignor, in favor of the Administrative Agent on behalf of the
Lenders, as assignee, as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time.

         "Construction Agency Agreement Default" means any event or condition
which, with the lapse of time or the giving of notice, or both, would constitute
a Construction Agency Agreement Event of Default.

         "Construction Agency Agreement Event of Default" is defined in Section
5.1 of the Construction Agency Agreement.

         "Construction Agency Agreement Supplement" means any duly executed and
delivered Supplement to the Construction Agency Agreement substantially in the
form attached to the Construction Agency Agreement as Exhibit A thereto.

         "Construction Agent" means R.M.E., Inc., a California corporation, as
construction agent under the Construction Agency Agreement.

         "Construction Budget" means, with respect to any Uncompleted Property,
a budget for the Construction of such Property in accordance with the Plans and
Specifications therefor, in such form as may be reasonably acceptable to the
Administrative Agent.

         "Construction Costs" means, with respect to any Uncompleted Property,
the fees, expenses, costs and other items related to the development and
construction of such Property and specified below:

                  (a) the costs of developing and cultivating the Property,
         including the costs of preparation of studies, surveys, reports, tests,
         plans and specifications;

                                     A-1-14
<PAGE>

                  (b) Transaction Expenses of the type described in clause (b)
         of the definition thereof, to the extent incurred in connection with
         any Funding Date (other than an Acquisition Date) for such Property
         (but specifically excluding any such Transaction Expenses relating to
         the negotiation and documentation of the transactions contemplated to
         occur on the Documentation Date);

                  (c) the fees and charges incurred in connection with securing
         all Governmental Actions required to be taken, given or obtained in
         connection with the development, construction, ownership, financing,
         maintenance or operation of the Property;

                  (d) all premiums for builder's "all risk" insurance maintained
         by the Construction Agent pursuant to Section 2.8(c) of the
         Construction Agency Agreement with respect to such Property during the
         Interim Lease Term therefor;

                  (e) all expenses relating to Environmental Audits with respect
         to such Property required to be delivered pursuant to Section 6.1(h) of
         the Participation Agreement.

                  (f) Fees and other expenses relating to Appraisals of such
         Property required to be delivered pursuant to Section 6.1(d) or 6.2(b)
         of the Participation Agreement;

                  (g) the costs incurred in connection with the acquisition,
         construction, improvement, rehabilitation or extension of the
         Improvements comprising a part of such Property and the provision of
         the necessary services and utilities thereto;

                  (h) interest on the Loans and Yield on the Certificate Holder
         Amounts during the Construction Period in respect to such Property;

                  (i) any sales, use, property, real or persona, tangible or
         intangible taxes incurred in connection with such Property;

                  (j) any other items included in the Construction Budget for
         such Property including without limitation all payments of real estate
         taxes, insurance costs, rent and other costs payable by the lessee
         under any ground lease of the Property;

                  (k) any other costs and expenses incurred in connection with
         the acquisition, construction, development and equipping of such
         Property and determined to be construction costs in accordance with
         GAAP;

                  (l) to the extent relating to such Property, all amounts
         payable by the Lessee under (i) Section 13.5(a)(i) of the Participation
         Agreement, (ii) Section 13.9 of the Participation Agreement and (iii)
         Section 13.10 of the Participation Agreement (unless, in the case of
         this clause (iii), such amounts are payable as a result of the acts or
         omissions of the Lessee); and

                                     A-1-15
<PAGE>


                  (m) such other items relating to Construction of such Property
         as the Required Participants may reasonably approve in writing.

         "Construction Documents" is defined in Section 2.5 of the Construction
Agency Agreement.

         "Construction Documents Assignment" means the Construction Documents
Assignment, dated as of July 14, 2000, made by the Construction Agent in favor
of the Lessor Trust, as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time.

         "Construction Period" means, with respect to each Uncompleted Property,
the period commencing on the commencement of construction on such Property and
ending on the earlier of (i) the Completion Date for such Property and (ii) the
Outside Completion Date.

         "Construction Period Property" means, at any date of determination, any
Property as to which the Construction Period has commenced but not ended on or
prior to such date.

         "Construction Recourse Amount" means, as determined as of any date with
respect to any Uncompleted Property, an amount equal to 89.9% of the Eligible
Construction Costs for such Property.

         "Construction Return" is defined in Section 5.3(b)(ii) of the
Construction Agency Agreement.

         "Construction Termination Costs" means any costs or expenses incurred
by Administrative Agent or any Participant in connection with the termination of
any of the Construction Documents following the occurrence of a Construction
Agency Event of Default.

         "Contract Rents" is defined in Section 2(b) of the Assignment of Lease
and Rent.

         "Contracts" is defined in Section 2(b) of the Assignment of Lease and
Rent.

         "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

         "Credit Agreements" means collectively (i) that certain Credit
Agreement (the "Rabo Credit Agreement") dated as of December 24, 1994 among the
Guarantor and Lessee and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.,
"RABOBANK NEDERLAND", New York Branch, as amended and supplemented from time to
time; (ii) that certain Business Loan Agreement (the "Bank of America Credit
Agreement") dated as of December 29, 1994 among Bank of America National Trust
and Savings Association, the Guarantor and Lessee, as amended and supplemented
from time to time; (iii) that certain Note Agreement (the "1998 Private
Placement") dated as of January 29, 1998 among Lessee and the Guarantor and each

                                     A-1-16
<PAGE>

of the note purchasers party thereto, as amended and supplemented from time to
time and (iv) that certain Note Purchase Agreement (the "2000 Private
Placement") dated as of March 28, 2000 among Lessee and Guarantor and each of
the note purchasers party thereto, as amended and supplemented from time to
time.

         "Debt" and "Indebtedness" of any Person shall mean (a) obligations of
such Person for borrowed money or which have been incurred in connection with
the acquisition of property or assets, (b) obligations secured by any Lien upon
property or assets owned by such Person, even though such Person has not assumed
or become liable for the payment of such obligations, (c) obligations created or
arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person, notwithstanding the fact that the
rights and remedies of the seller, lender or lessor under such agreement in the
event of default are limited to repossession or sale of property, (d)
Capitalized Rentals and (e) Guaranties of obligations of others of the character
referred to in this definition, provided that (1) letters of credit issued for
the benefit of the Lessee or any of its Subsidiaries to support payment of trade
payables and (2) Guaranties existing on the date hereof (including extension and
renewals of any such Guaranty, but without increase in the maximum dollar
exposure under any such Guaranty) may be excluded from any determination of
"Indebtedness". Indebtedness of any corporation which becomes a Subsidiary after
the date hereof, which is existing immediately after such corporation becomes a
Subsidiary, shall for purposes of any determination pursuant to Section
10.02(b)(v) be disregarded, but for all other purposes under the Operative
Documents shall be Indebtedness which must be incurred and outstanding within
the applicable limitations hereof.

         "Deed" means a grant deed with respect to the real property comprising
the Property, in conformity with Applicable Law and appropriate for recording
with the applicable Governmental Authorities, conveying fee simple title to such
real property to the Agent Certificate Holder, subject only to Permitted
Property Liens.

         "Deed of Trust Laws" is defined in Section 16.4 of the Master Lease.

         "Default" means any Event of Default or any condition, occurrence or
event which, after notice or lapse of time or both, would constitute an Event of
Default.

         "Defaulting Participant" means, at any time, any Participant that, at
such time (a) has failed to make an Advance of a Loan or Certificate Holder
Amount, as the case may be, required pursuant to the terms of the Participation
Agreement, (b) has failed to pay to the Administrative Agent, the Agent
Certificate Holder, any Lender, or any Lessor an amount owed by such Participant
pursuant to the terms of the Operative Documents, or (c) has been declared
insolvent or has become subject to a bankruptcy or insolvency proceeding or to a
receiver, trustee or similar official.

         "Documentation Date" is defined in Section 2.1 of the Participation
Agreement.

         "Dollars" and "$" mean dollars in lawful currency of the United States
of America.

                                     A-1-17
<PAGE>

         "Eligible Assignee" means an Eligible Certificate Holder Assignee or an
Eligible Lender Assignee, as the case may be.

         "Eligible Certificate Holder Assignee" means any Certificate Holder or
any Affiliate or Subsidiary of a Certificate Holder; and any other commercial
bank, financial institution or "accredited investor" (as defined in Regulation D
of the Securities and Exchange Commission) with combined capital and surplus in
excess of $50,000,000.

         "Eligible Construction Costs" means, as determined as of any date on
which the Construction Agent pays the Construction Recourse Amount with respect
to any Uncompleted Property, (a) the aggregate amount of Advances made for the
purpose of paying Construction Costs for such Property plus (b) following a
Construction Agency Agreement Event of Default, all Completion Costs and
Construction Termination Costs relating to such Property which have accrued on
or prior to such date of payment, minus (c) to the extent included in such
Construction Costs, Completion Costs and Construction Termination Costs, any
Construction Costs, Completion Costs and Construction Termination Costs not
defined as "construction costs" in accordance with GAAP.

         "Eligible Lender Assignee" means any Lender or any Affiliate or
Subsidiary of a Lender; and any other commercial bank, financial institution or
"accredited investor" (as defined in Regulation D of the Securities and Exchange
Commission) with combined capital and surplus excess of $50,000,000.

         "End of the Term Report" is defined in Section 13.2(a) of the
Participation Agreement.

         "Environmental Audit" means a Phase One environmental site assessment
(the scope and performance of which meets or exceeds the then most current ASTM
Standard Practice E1527 for Environmental Site Assessments: Phase One
Environmental Site Assessment Process) of the Property.

         "Environmental Laws" means any and all applicable foreign, federal,
state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, permits, licenses, authorizations, decrees or other legal
requirement regulating, relating to or imposing liability or standards of
conduct concerning protection of human health or the environment or the use,
storage, recycling, handling, disposal, discharge, transport, treatment or
generation of Hazardous Materials, as now or may at any time be in effect during
the Lease Term, including CERCLA, RCRA, the Clean Air Act, 42 USC ss.7401 et
seq., the Toxic Substances Control Act 15 USC ss.2601 et seq. and any rules and
regulations promulgated thereunder.

         "Environmental Violation" means, with respect to the Property, any
activity, occurrence or condition that violates or results in non-compliance
with any Environmental Law.

         "Equipment" means equipment, apparatus, fittings and personal property
of every kind and nature whatsoever purchased, leased or otherwise acquired by
the Lessor Trust using the proceeds of the Loans and/or the Certificate Holder
Amounts and now or subsequently attached to, contained in or used or usable in
any way in connection with any operation or letting of the Property, including

                                     A-1-18
<PAGE>

but without limiting the generality of the foregoing, all heating, electrical,
switch gear, power supply, lighting, plumbing, ventilation, air conditioning and
air cooling systems, refrigerating equipment, generators, locking and unlocking
equipment, communication systems, sprinkler system and fire prevention systems,
security systems and fixtures of all kinds.

         "ERISA" means the Employee Retirement Income Security Act of 1974 and
regulations promulgated thereunder, as the same may be amended from time to
time.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control of the RMC (as defined in section 3(9) of
ERISA) which within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).

         "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by RMC or any ERISA Affiliate from a Pension Plan subject
to Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a substantial cessation
of operations which is treated as such a withdrawal; (c) a complete or partial
withdrawal by RMC or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Pension Plan amendment as a
termination under Section 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the
imposition of any liability under Title IV of ERISA, other than PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon RMC or any ERISA
Affiliate.

         "Estimated Improvement Costs" means, as of the Acquisition Date
therefor, an amount equal to the aggregate amount which the Construction Agent
in good faith expects to be expended in order to achieve Completion with respect
to Improvements for the Property, including Construction Costs and Transaction
Expenses in each case allocated with respect to such Property during its
Construction Period, as such estimated amount may be amended from time to time
in accordance with Section 3.2(b) of the Construction Agency Agreement.

         "Eurodollar Loan/Certificate Holder Amount" means a Loan or Certificate
Holder Amount as the case may be, bearing interest at the Adjusted Eurodollar
Rate.

         "Eurodollar Reserve Percentage" means for any day that percentage
(expressed as a decimal) which is in effect on such day, as prescribed by the
F.R.S. Board for determining the maximum reserve requirement for a member bank
of the Federal Reserve System in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Eurodollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any bank to United States residents).

                                     A-1-19
<PAGE>

         "Event of Default" means a Lease Event of Default, a Construction
Agency Agreement Event of Default or a Loan Agreement Event of Default.

         "Event of Loss" means any Significant Casualty or any Significant
Condemnation.

         "Event of Loss Purchase" is defined in clauses (2) and (3) of Section
15.1 of the Master Lease.

         "Event of Loss Return" is defined in clauses (2) and (3) of Section
15.1 of the Master Lease.

         "Excepted Payments" means:

                   (a) all indemnity payments (including indemnity payments made
         pursuant to Article XIII of the Participation Agreement) to which the
         Administrative Agent, the Arranger, the Agent Certificate Holder, any
         Lender, any Certificate Holder or any of their respective Affiliates,
         agents, officers, directors or employees is entitled;

                   (b) any amounts (other than Basic Rent or amounts payable by
         Lessee pursuant to Section 15.2 of the Master Lease or Articles XVI,
         XVIII or XX of the Master Lease) payable under any Operative Document
         to reimburse the Administrative Agent, the Arranger, the Agent
         Certificate Holder, any Lender, any Certificate Holder or any of their
         respective Affiliates (including the reasonable expenses of the
         Administrative Agent, the Arranger, the Agent Certificate Holder, any
         Lender, any Certificate Holder or such Affiliates incurred in
         connection with any such payment) for performing or complying with any
         of the obligations of Lessee under and as permitted by any Operative
         Document;

                   (c) any insurance proceeds (or payments with respect to risks
         self-insured or policy deductibles) under liability policies, other
         than such proceeds or payments payable to Agent Certificate Holder,
         Lessor Trust or to the Administrative Agent;

                  (d) any insurance proceeds under policies maintained by any
         Participant;

                  (e) Transaction Expenses or other amounts or expenses paid or
         payable to or for the benefit of the Administrative Agent, the Trust
         Company, the Arranger, the Agent Certificate Holder, any Lender or any
         Certificate Holder; and

                  (f) any payments in respect to interest to the extent
         attributable to payments referred to in clauses (a) through (e) above.

         "Excess Casualty/Condemnation Proceeds" means the excess, if any, of
(x) the aggregate of all awards, compensation or insurance proceeds payable in
connection with a Casualty or Condemnation minus (y) the Property Balance paid
by the Lessee pursuant to Article XV of the Master Lease with respect to such
Casualty or Condemnation.

                                     A-1-20
<PAGE>

         "Excess Sales Proceeds" means the excess, if any, of (x) the aggregate
of all proceeds received by the Agent Certificate Holder (on behalf of the
Lessor Trust) in connection with any sale of the Property pursuant to the Agent
Certificate Holder's (on behalf of the Lessor Trust) exercise of remedies under
Section 16.2 of the Master Lease or the Lessee's exercise of the Remarketing
Option under Article XX of the Master Lease (in either case, less all fees,
costs and expenses of the Agent Certificate Holder (on behalf of the Lessor
Trust) in connection with the exercise of its rights and remedies thereunder),
minus (y) the Lease Balance, and minus (z) all accrued and unpaid Basic Rent and
Supplemental Rent and all other amounts then due and owing to the Participants
and the Administrative Agent under the Operative Documents (not included in the
Lease Balance).

         "Exchange Act" means the Securities Exchange Act of 1934 and
regulations promulgated thereunder.

         "Existing Credit Agreements" means the Credit Agreements as in effect
on the Documentation Date.

         "Expiration Date" means, with respect to the Master Lease, the earlier
of the date the Master Lease shall have been terminated in accordance with the
provisions of the Master Lease or any of the other Operative Documents and the
Maturity Date; provided, however, with respect to Article XX of the Master
Lease, the Expiration Date shall be the later of (i) the Maturity Date and (ii)
the Extended Expiration Date.

         "Expiration Date Purchase Obligation" means the Lessee's obligation,
pursuant to Section 18.2 of the Master Lease, to purchase or cause the Lessee to
purchase all (but not less than all) of the Property on the Expiration Date.

         "Extended Expiration Date" is defined in Section 20.3(a) of the Master
Lease.

         "Fair Market Sales Value" means, with respect to any Property, the
amount, which in any event shall not be less than zero, that would be paid in
cash in an arm's-length transaction between an informed and willing purchaser
and an informed and willing seller, neither of whom is under any compulsion to
purchase or sell, respectively, for the ownership of such Property. The Fair
Market Sales Value of the Property shall be determined based on the assumption
that, except for purposes of Article XVI of the Master Lease and Section 13.2 of
the Participation Agreement, the Property is in the condition and state of
repair required under Section 9.1 of the Master Lease and the Lessee is in
compliance with the other requirements of the Operative Documents relating to
the condition of the Property.

         "Federal Funds Rate" means, for any day or period, as applicable, the
rate per annum (rounded upwards, if necessary, to the nearest 1/100th of it) at
which Federal funds in the amount equal to the principal amount of the related
Loans or Certificate Holder Amounts are offered in the interbank market to
Harris as of 10:00 A.M., Chicago time, on such day for such day or for such
period, as applicable.

                                     A-1-21
<PAGE>

         "Fee Letter" means that certain fee letter dated as of July 14, 2000,
between the Lessee, the Administrative Agent and the Arranger.

         "Fixed Rent" means the amounts designated as "Fixed Rent", if any, for
the Loans and Certificate Holder Amounts made in connection with the Lease
Supplement, as set forth on Schedule III to the Lease Supplement (which amounts
are intended to amortize the Loans and Certificate Holder Amounts) as such
amounts may be adjusted from time to time in accordance with the Master Lease.

         "Fixed Rent Payment Date" means each date set forth under the heading
"Fixed Rent Payment Dates" in Schedule III to the Lease Supplement or, if any
such day is not a Business Day, the next succeeding Business Day.

         "Force Majeure Event" means, with respect to the Construction of any
Property, any event (the existence of which was not known and could not have
been discovered through the exercise of due diligence by the Lessee or the
Construction Agent prior to the Acquisition Date) beyond the control of the
Lessee and the Construction Agent, including, but not limited to, strikes,
lockouts, adverse soil conditions, acts of God, adverse weather conditions,
inability to obtain labor or materials, government activities, civil commotion
and enemy action; but excluding any event, cause or condition that results from
the Lessee's or the Construction Agent's financial condition or failure to pay
or any event, cause or condition which could have been avoided or which could be
remedied through the exercise of commercially reasonable efforts or the
expenditure of funds.

         "F.R.S. Board" means the Board of Governors of the Federal Reserve
System or any successor thereto.

         "Funded Debt" of any Person shall mean (a) all Indebtedness of such
Person for borrowed money or which has been incurred in connection with the
acquisition of assets in each case having a final maturity of one or more than
one year from the date of origin thereof (or which is renewable or extendible at
the option of the obligor for a period or periods more than one year from the
date of origin), including all payments in respect thereof that are required to
be made within one year from the date of any determination of Funded Debt,
whether or not the obligation to make such payments shall constitute a current
liability of the obligor under GAAP, (b) all Capitalized Rentals of such Person,
(c) all obligations of such Person arising in connection with Specified
Transactions and (d) all Guaranties by such Person of Funded Debt of others;
provided that up to $10,000,000 of Indebtedness of Guarantor outstanding under
bank lines established for working capital purposes and having final maturities
of not longer than three years shall be excluded from Funded Debt.

         "Funding Date" means any Business Day on which Advances are made under
the Participation Agreement pursuant to Section 3.4 thereof.

         "Funding Office" means the office of each Participant identified on
Schedule II to the Participation Agreement as its funding office.

                                     A-1-22
<PAGE>

         "Funding Request" is defined in Section 3.4 of the Participation
Agreement.

         "GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

         "Governmental Action" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments, written
interpretations, decrees, licenses, exemptions, publications, filings, notices
to and declarations of or with, or required by, any Governmental Authority, or
required by any Applicable Law, and shall include, without limitation, all
environmental and operating permits and licenses that are required for the full
use, occupancy, zoning and operation of any Property.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

         "Gross Remarketing Proceeds" is defined in Section 20.2(h) of the
Master Lease.

         "Guaranteed Obligations" is defined in Section 2.1(a) of the Guaranty.

         "Guaranteed Parties" means the Lessor Trust, the Owner Trustee, the
Lenders, the Certificate Holders, the Administrative Agent and the Agent
Certificate Holder, together with their respective successors and assigns.

         "Guaranties" by any Person shall mean all obligations (other than
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing, or in effect guaranteeing,
any Indebtedness, dividend or other obligation of any other Person (the "primary
obligor") in any manner, whether directly or indirectly, including, without
limitation, all obligations incurred through an agreement, contingent or
otherwise, by such Person: (a) to purchase such Indebtedness or obligation or
any property or assets constituting security therefor, (b) to advance or supply
funds (1) for the purchase or payment of such Indebtedness or obligation, or (2)
to maintain working capital or any balance sheet or income statement condition
or otherwise to advance or make available funds for the purchase or payment of
such Indebtedness or obligation, (c) to lease property or to purchase Securities
or other property or services primarily for the purpose of assuring the owner of
such Indebtedness or obligation of the ability of the primary obligor to make
payment of the Indebtedness or obligation, or (d) otherwise to assure the owner
of the Indebtedness or obligation of the primary obligor against loss in respect
thereof. For the purposes of all computations made under this Agreement, a
Guaranty in respect of any Indebtedness for borrowed money shall be deemed to be
Indebtedness equal to the principal amount of such Indebtedness for borrowed
money which has been guaranteed, and a Guaranty in respect of any other

                                     A-1-23
<PAGE>

obligation or liability or any dividend shall be deemed to be Indebtedness equal
to the maximum aggregate amount of such obligation, liability or dividend.

         "Guarantor" means The Robert Mondavi Corporation, a California
corporation.

         "Guaranty" means the Guaranty dated as of July 14, 2000 made by the
Guarantor, jointly and severally, in favor of each of the Lessor Trust, the
Owner Trustee, the Agent Certificate Holder, each of the Certificate Holders,
the Administrative Agent and each of the Lenders, as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.

         "Harris" means Harris Trust and Savings Bank, an Illinois banking
corporation.

         "Hazardous Activity" means any activity, process, procedure or
undertaking that directly or indirectly (i) produces, generates or creates any
Hazardous Material; (ii) causes or results in (or threatens to cause or result
in) the Release of any Hazardous Material into the environment (including air,
water vapor, surface water, groundwater, drinking water, land (including surface
or subsurface), plant, aquatic and animal life); (iii) involves the containment
or storage of any Hazardous Material; or (iv) would be regulated as hazardous
waste treatment, storage or disposal within the meaning of any Environmental
Law.

         "Hazardous Materials" means any hazardous, toxic or dangerous
materials, substances, chemicals, wastes or pollutants that from time to time
are defined by or pursuant to or are regulated under any Environmental Laws,
including asbestos, polychlorinated biphenyls, petroleum, petroleum derivatives
or by-products, other hydrocarbons, urea formaldehyde and any material,
substance, pollutant or waste that is defined as a hazardous waste under RCRA or
defined as a hazardous substance under CERCLA.

         "Impositions" means any and all liabilities, losses, expenses and costs
of any kind whatsoever for fees, taxes, levies, imposts, duties, charges,
assessments or withholdings of any nature whatsoever (all of the foregoing being
defined as "Taxes") (including, without limitation, (i) real and personal
property taxes, including personal property taxes on any property covered by the
Master Lease that is classified by Governmental Authorities as personal
property, and real estate or ad valorem taxes in the nature of property taxes;
(ii) sales taxes, use taxes and other similar taxes (including rent taxes and
intangibles taxes); (iii) any excise taxes; (iv) real estate transfer taxes,
conveyance taxes, mortgage taxes, intangible taxes, stamp taxes and documentary
recording taxes and fees; (v) taxes that are or are in the nature of franchise,
income, value added, gross receipts, privilege and doing business taxes, license
and registration fees; and (vi) assessments on any Property, including all
assessments for public improvements or benefits (whether or not such
improvements are commenced or completed within the Lease Term)), and in each
case all interest additions to tax and penalties thereon, which at any time may
be levied, assessed or imposed by any Federal, state or authority upon or with
respect to (a) any Tax Indemnitee, any Property or any part thereof or interest
therein, or the Lessee or any sublessee or user of any Property; (b) the
financing, refinancing, demolition, construction, substitution, subleasing,
assignment, control, condition, occupancy, servicing, maintenance, repair,

                                     A-1-24
<PAGE>

ownership, possession, purchase, rental, lease, activity conducted on, delivery,
insuring, use, operation, improvement, transfer, return or other disposition of
any Property or any part thereof or interest therein; (c) the Notes or other
Indebtedness with respect to any Property or any part thereof or interest
therein or transfer thereof; (d) the rentals, receipts or earnings arising from
any Property or any part thereof or interest therein; (e) the Operative
Documents or any payment made or accrued pursuant thereto; (f) the income or
other proceeds received with respect to any Property or any part thereof or
interest therein upon the sale or disposition thereof; (g) any contract
(including the Construction Agency Agreement) relating to the construction,
acquisition or delivery of the Improvements or any part thereof or interest
therein; (h) the issuance of the Notes; or (i) otherwise in connection with the
transactions contemplated by the Operative Documents.

         Notwithstanding anything in the first paragraph of this definition
(except as provided in the final paragraph of this definition) the term
"Imposition" shall not mean or include:

                   (i) Taxes and impositions (other than Taxes that are, or are
         in the nature of, sales, use, rental, transfer or property taxes) that
         are imposed by any Governmental Authority and that are based upon or
         measured by or with respect to the net income (including, without
         limitation, any minimum taxes, income or capital gains taxes,
         withholding taxes, items of tax preference or franchise taxes) and any
         interest, additions to tax, penalties or other charges in respect
         thereof; provided that this clause (i) shall not be interpreted to
         prevent a payment from being made on an After Tax Basis if such payment
         is otherwise required to be so made; provided, further, that this
         clause (i) shall not apply to any Taxes imposed on the Agent
         Certificate Holder as a result of its compliance with the terms of
         Section 10.3 of the Participation Agreement following the occurrence
         and during the continuance of an Event of Default;

                  (ii) any Tax or imposition for so long as, but only for so
         long as, it is being contested in accordance with the provisions of
         Section 13.5(b) of the Participation Agreement, provided that the
         foregoing shall not limit the Lessee's obligation under Section 13.5(b)
         of the Participation Agreement to advance to such Tax Indemnitee
         amounts with respect to Taxes that are being contested in accordance
         with Section 13.5(b) of the Participation Agreement or any expenses
         incurred by such Tax Indemnitee in connection with such contest;

                 (iii) Taxes imposed on or with respect to or payable by a Tax
         Indemnitee resulting from, or that would not have been imposed but for
         the existence of, any Lessor Lien created by or through such Tax
         Indemnitee or an affiliate thereof and not caused by acts or omissions
         of the Lessee;

                  (iv) any tax imposed by its express terms in lieu of or in
         substitution for a Tax not subject to indemnity pursuant to the
         provisions of Section 13.5 of the Participation Agreement.

         Notwithstanding the foregoing, no exclusion from the definition of
Impositions set forth above shall apply to any Taxes or any increase in Taxes

                                     A-1-25
<PAGE>

imposed on a Tax Indemnitee net of any decrease in taxes realized by such Tax
Indemnitee, to the extent that such tax increase or decrease would not have
occurred if on each Funding Date the Agent Certificate Holder had advanced funds
to the Construction Agent in the form of a loan secured by each Property in an
amount equal to the Property Improvement Cost funded on such Funding Date, with
debt service for such loan equal to the Basic Rent payable on each Rent Payment
Date and a principal balance at the maturity of such loan in an amount equal to
the then outstanding amount of the Advances at the end of the term of the Master
Lease, as determined by such Tax Indemnitee, which determination shall be
binding absent manifest error.

         "Improved Property" means any Property that, on the Acquisition Date
thereof, is certified by a Responsible Officer of the Lessee to be a "Completed
Property" for all purposes of the Operative Documents.

         "Improvements" means all buildings, structures, fixtures, Equipment and
other improvements of every kind existing at any time and from time to time
(including those constructed pursuant to the Construction Agency Agreement and
those purchased with amounts advanced by the Participants pursuant to the
Participation Agreement) on or under the Land or any parcel of Land to be
acquired or leased pursuant to the terms of the Operative Documents, together
with any and all appurtenances to such buildings, structures or improvements,
including sidewalks, utility pipes, conduits and lines, parking areas and
roadways, and including all Modifications and other additions to or changes in
the Improvements at any time. Without limiting the generality of the foregoing,
the parties to the Participation Agreement agree that it is the Lessee's
intention to develop each Property primarily for wine production, storage or
distribution purposes and that, accordingly, the Improvements shall consist
primarily of structures, fixtures and other improvements associated with wine
production, storage or distribution facilities.

         "Imputed Return" means an amount equal to the Base Rate plus 2% per
annum on each Participant's outstanding Loan Amount or Certificate Holder Amount
during the period from the Expiration Date to the date of determination.

         "Indemnitee" means the Trust Company, the Lessor Trust, each Lender,
each Certificate Holder, the Administrative Agent and the Agent Certificate
Holder.

         "Independent Auditor" is defined in Section 10.1(a) of the
Participation Agreement.

         "Initial Construction Date" means, with respect to each Uncompleted
Property, the date of the first Advance made under the Operative Documents with
respect to Construction Costs for such Property.

         "Initial Interest Period" is defined in Section 3.4 of the
Participation Agreement.

         "Insurance Requirements" means all terms and conditions of any
insurance policy either required by the Master Lease to be maintained by the
Lessee or required by the Construction Agency Agreement to be maintained by the
Construction Agent, and all requirements of the issuer of any such policy.

                                     A-1-26
<PAGE>

         "Interest Expenses" for any period shall mean all interest and all
amortization of debt discount and expense on any particular Indebtedness
(including, without limitation, payment-in-kind, zero coupon and other like
securities) for which such calculations are being made.

         "Interest Period" means:

                   (a) during the Interim Lease Term, with respect to each
         outstanding Advance (i) the Initial Interest Period and (ii)
         immediately succeeding the Initial Interest Period, the period
         beginning on and including each Scheduled Payment Date and ending on
         but excluding the next succeeding Scheduled Payment Date, and

                   (b) during the Basic Lease Term, with respect to each
         Eurodollar Loan/Certificate Holder Amount, the period commencing on
         (and including) the date such Eurodollar Loan/Certificate Holder Amount
         is continued as, or converted into, a LIBO Rate Amount pursuant to
         Section 3.4 or 3.6 of the Participation Agreement, and ending on but
         excluding the numerically corresponding day one, two, three or six
         months thereafter, as selected (or deemed selected) by the Lessee from
         time to time pursuant to an Interest Period
         Selection/Continuation/Conversion Notice;

provided, however, that the foregoing provisions in clauses (a) and (b) relating
to Interest Periods are subject to the following:

                  (i) Interest Periods commencing on the same date for
         Eurodollar Loans/Certificate Holder Amounts comprising part of the same
         Advance shall be of the same duration;

                  (ii) if any Interest Period would otherwise end (or if
         payments are otherwise due with respect to Eurodollar Loans/Certificate
         Holder Amounts) on a day that is not a Business Day, such Interest
         Period shall be extended to the next succeeding Business Day unless the
         result of such extension would be to carry such Interest Period into
         another calendar month in which event such Interest Period shall end on
         the immediately preceding Business Day;

                  (iii) any Interest Period that would otherwise extend beyond
         the Maturity Date shall end on the Maturity Date; and

                  (iv) if any Interest Period begins on a day for which there is
         no numerically corresponding day in a calendar month at the end of such
         Interest Period, such Interest Period shall end on the last Business
         Day of such calendar month.

         "Interest Period Selection/Continuation/Conversion Notice" means a
notice duly executed by a Responsible Officer of the Lessee substantially in the
form of Exhibit C to the Participation Agreement.

         "Interest Rate" is defined in Section 2.4(a) of the Loan Agreement.

                                     A-1-27
<PAGE>

         "Interim Lease Term" is defined in Section 2.3 Master Lease.

         "Interim Termination Date" means, with respect to each Property, the
date twenty four months from the Acquisition Date of such Property.

         "Investments" means any loan or advance to, or ownership, purchase or
acquisition of any security (including stock) or obligations of, or any other
interest in, or any capital contribution made to, any Person.

         "Land" means each individual fee interest or leasehold interest, as the
case may be, in real property described on Schedule I to each Lease Supplement,
and includes all Appurtenant Rights attached thereto.

         "Land Acquisition Cost" means (a) with respect to any Uncompleted
Property, the amount of the Advance made available to the Construction Agent for
the purpose of acquiring the portion of such Property constituting Land and
paying the Transaction Expenses relating to such funding and acquisition
(including without limitation, all Transaction Expenses of the type described in
clause (a), clause (b) (to the extent relating to the Acquisition Date for such
Property), clause (c) and clause (e) of the definition of Transaction Expenses,
in each case to the extent relating to such Property), as such amount is set
forth in the Funding Request relating to the acquisition of such Property and
(b) with respect to any Improved Property, the portion of the Property Cost
therefor that is allocable to the Land portion of such Property and related
Transaction Expenses (including without limitation, all Transaction Expenses of
the type described in clause (a), clause (b) (to the extent relating to the
Acquisition Date for such Property), clause (c) and clause (e) of the definition
of Transaction Expenses, in each case to the extent relating to such Property),
as set forth in the Appraisal of such Property.

         "Land Shortfall Amount" means, with respect to any Uncompleted Property
as of any date of determination, the excess, if any, of (a) the Land Acquisition
Cost of such Property over (b) the Appraised Value of the Land portion of such
Property.

         "Lease" means, collectively, the Master Lease and the Lease Supplement.

         "Lease Balance" means, as of any date of determination, an amount equal
to the sum of the Loan Balance and the Certificate Holder Balance and all other
amounts owing by the Guarantors or the Lessee under the Operative Documents
(including without limitation, accrued and unpaid Rent and Supplemental Rent, if
any) minus all payments of Fixed Rent made on or prior to such date, if any.

         "Lease Default" means any event or condition which, with the lapse of
time or the giving of notice, or both, would constitute a Lease Event of
Default.

         "Lease Event of Default" is defined in Section 16.1 of the Master
Lease.

         "Lease Rents" is defined in Section 2(a)(i) of the Assignment of Lease
and Rent.

                                     A-1-28
<PAGE>


         "Lease Supplement" means each Lease Supplement substantially in the
form of Exhibit A to the Master Lease, executed by the Lessee and the Lessor
Trust, dated as of an Acquisition Date and covering the Land identified on
Schedule I thereto and Improvements thereon, if any, as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.

         "Lease Term" means, with respect to the Property, the period commencing
on (and including) the Acquisition Date for the Property and ending on (but
excluding) the Expiration Date.

         "Lender Basic Rent" means, as determined as of any Basic Rent Payment
Date, the sum of (a) interest due on the Loans, determined in accordance with
Section 2.4 of the Loan Agreement and excluding (i) any interest at the
applicable Overdue Rate on any installment of Lender Basic Rent not paid when
due and (ii) any fine, penalty, interest or cost assessed or added under any
agreement with a third party for nonpayment or late payment of Lender Basic Rent
and (b) the Fixed Rent due under the Lease Supplement with respect to the Loans
after giving effect to any prepayment of Fixed Rent.

         "Lenders" means, collectively, the various financial institutions that
are or may from time to time become parties to the Loan Agreement as Lenders.

         "Lessee" means R.M.E., Inc., a California  corporation,  as Lessee
under the Lease and the other Operative Documents.

         "Lessor Financing Statements" means UCC financing statements
appropriately completed and executed for filing in the applicable jurisdiction
in order to protect the Agent Certificate Holder's, Lessor Trust's and the
Lenders' respective interests under the Master Lease and the Lease Supplement to
the extent the Master Lease and Lease Supplement are security agreements.

         "Lessor Lien" means any Lien, true lease or sublease or disposition of
title arising as a result of (a) any claim against any Participant not resulting
from the transactions contemplated by the Operative Documents, (b) any act or
omission of any Participant which is not required or permitted by the Operative
Documents or is in violation of any of the terms of the Operative Documents, (c)
any claim against any Participant, with respect to Taxes or Transaction Expenses
against which Lessee is not required to indemnify any Participant, in its
individual capacity, pursuant to Article IX of the Participation Agreement, or
(d) any claim against the Lessor Trust arising out of any transfer by the Agent
Certificate Holder of all or any portion of the interest of the Lessor Trust in
the Property or the Operative Documents other than the transfer of title to or
possession of the Property by the Lessor Trust pursuant to and in accordance
with the Master Lease, the Loan Agreement or the Participation Agreement or
pursuant to the exercise of the remedies set forth in Section 16.2 of the Master
Lease.

         "Lessor Mortgage" means, with respect to each Property the Lease
Supplement and any and all other security instruments in appropriate recordable
form in the relevant jurisdiction sufficient to grant to the Lessor Trust a
first priority Lien on such Property.

                                     A-1-29
<PAGE>

         "Lessor Trust" means the Lodi 2000 Distribution Trust created under and
pursuant to the Trust Agreement.

         "Lien" shall mean any interest in property securing an obligation owed
to, or a claim by, a Person other than the owner of the property, whether such
interest is based on the common law, statute or contract, and including but not
limited to the security interest lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt or a lease, consignment or bailment
for security purposes. The term "Lien" shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances (including, with respect to
stock, stockholder agreements, voting trust agreements, buy-back agreements and
all similar arrangements) affecting property. For the purposes of this
Agreement, the Lessee or a Subsidiary shall be deemed to be the owner of any
property which it has acquired or holds subject to a conditional sale agreement,
Capitalized Lease or other arrangement pursuant to which title to the property
has been retained by or vested in some other Person for security purposes and
such retention or vesting shall constitute a Lien.

         "Limited Recourse Default" means any Lease Event of Default arising
solely as a result of one or more of the following: (a) an event of the type
described in Section 16.1(h)(ii)of the Master Lease if the applicable failure to
observe or perform relates solely to a term, covenant, condition or agreement
contained in the Credit Agreements that (i) is not contained in the same form or
in any analogous form in the Existing Credit Agreement or (ii) is contained in
an analogous form in the Existing Credit Agreement but is more onerous to the
Guarantor than the analogous term, covenant, condition or agreement contained in
the Existing Credit Agreement (provided, that a failure to perform any such
term, covenant, condition or agreement described in this clause (ii) shall only
constitute a Limited Recourse Default if the analogous term, covenant, condition
or agreement contained in the Existing Credit Agreement shall have been fully
observed and performed); or (b) an event of the type described in Section
16.1(h)(iii)of the Master Lease if (i) the agreement or instrument evidencing or
governing the applicable Indebtedness is not in effect on the Documentation Date
and the term, covenant, condition or agreement that has not been observed or
performed either (A) does not exist in the same form or in any analogous form in
any agreements or instruments evidencing or governing Indebtedness of the Lessee
or the Guarantor in effect on the Documentation Date or (B) does exist in an
analogous form in agreements or instruments evidencing or governing Indebtedness
of the Lessee or the Guarantor in effect on the Documentation Date but is more
onerous to the Lessee or the Guarantor, as applicable, than the analogous term,
covenant, condition or agreement contained in such agreements or instruments in
effect on the Documentation Date or (ii) the applicable agreement or instrument
governing Indebtedness is in effect on the Documentation Date and the applicable
failure to observe or perform relates solely to a term, covenant, condition or
agreement that (A) is not contained in the same form or in any analogous from in
such agreement or instrument as in effect on the Documentation Date or (B) is
more onerous to the Lessee or the Guarantor, as applicable, than the analogous
term, covenant, condition or agreement contained in such agreement or instrument
as in effect on the Documentation Date (provided, that a failure to perform any
such term, covenant, condition or agreement described in this clause (B) shall
only constitute a Limited Recourse Default if the analogous term, covenant,

                                     A-1-30
<PAGE>

condition or agreement contained in such agreement or instrument as in effect on
the Documentation Date shall have been fully observed and performed).

         "Loan Agreement" means the Loan Agreement, dated as of July 14, 2000,
among the Lessor Trust, as borrower thereunder, the Lenders, and the
Administrative Agent, as the same may be amended, supplemented, amended and
restated or otherwise modified from time to time.

         "Loan Agreement Default" means any event, act or condition which with
notice or lapse of time, or both, would constitute a Loan Agreement Event of
Default.

         "Loan Agreement Event of Default" is defined in Section 5.1 of the Loan
Agreement.

         "Loan Balance" means, as of any date of determination, an amount equal
to the sum of the outstanding Loans together with all accrued and unpaid
interest thereon pursuant to the Loan Agreement.

         "Loan Commitment" means the Commitment of each Lender in the amount set
forth on Schedule I to the Participation Agreement, as such Schedule may be
amended, supplemented, amended and restated or otherwise modified from time to
time (including, without limitation, pursuant to Section 3.7, the Participation
Agreement).

         "Loan Documents" means the Loan Agreement and the Notes.

         "Loan Margin" means, with respect to any Loan which is a Eurodollar
Loan/Certificate Holder Amount, 1.10% per annum.

         "Loans" is defined in Section 2.1 of the Loan Agreement.

         "London Interbank Offered Rate" means, as applicable to any Eurodollar
Loan/Certificate Holder Amount, for the Interest Period of such Eurodollar
Loan/Certificate Holder Amount, the rate per annum determined by the
Administrative Agent on the basis of the offered rate for deposits in Dollars of
amounts equal or comparable to the principal amount of such Eurodollar
Loan/Certificate Holder Amount offered for a term comparable to such Interest
Period, which rates appear on the Reuters Screen LIBO Page as of 11:00 A.M.,
London time, two (2) Business Days prior to the first day of such Interest
Period, provided that (i) if more than one such offered rate appears on the
Reuters Screen LIBO Page, the "London Interbank Offered Rate" will be the
arithmetic average (rounded upwards, if necessary, to the next higher 1/100th of
it) of such offered rates; and (ii) if no such offered rates appear on such
page, the "London Interbank Offered Rate" for such Interest Period will be the
rate per annum quoted by the Administrative Agent's London Branch, two (2)
Business Days prior to the first day of such Interest Period, for deposits in
Dollars offered to leading banks for a period comparable to such Interest Period
in an amount comparable to the principal amount of such Eurodollar Loan.

         "Long-Term Lease" means any lease of real or personal property (other
than Capitalized Leases, leases between RMC and any Subsidiary and leases
between Subsidiaries) having an original term, including any period for which

                                     A-1-31
<PAGE>

the lease may be renewed or extended at the option of the lessor, of more than
three years.

         "Margin Stock" has the meaning given such term under Regulation U of
the F.R.S. Board.

         "Marketing Period" means the period commencing on the date 365 days
prior to the Expiration Date and ending on the Expiration Date.

         "Master Lease" means the Master Lease and Deed of Trust, dated as of
July 14, 2000, among the Lessor Trust and the Lessee as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time.

         "Material" and "Materially" mean material to (i) the ability of the
Lessee or the Guarantor to perform its obligations under the Operative Documents
to which it is a party, or (ii) the value or condition of the Property.

         "Material Adverse Effect" means (a) a material impairment of the
ability of any Lessee or the Guarantor to perform any of its obligations under
any Operative Document to which it is or will be a party or (b) a material
adverse effect upon the legality, validity, binding effect or enforceability
against the Guarantor or the Lessee under any Operative Document.

         "Material Subsidiary" shall mean at any time any Subsidiary having at
such time either (1) total net revenues (net of earnings and expenses resulting
from transactions with RMC or any Subsidiary) for the period of the immediately
preceding four fiscal quarters equal to or greater than 5% of the consolidated
total net revenues of RMC and its Subsidiaries for such period determined in
accordance with GAAP or (2) total assets (net of any assets that constitute
obligations of RMC or any Subsidiary), as of the last day of the immediately
preceding fiscal quarter, equal to or greater than 5% of Consolidated Net Worth
as of such date, in each case as reflected in the most recent annual or
quarterly financial statements of RMC and its Subsidiaries.

         "Maturity Date" means with respect to the Loans and the Certificate
Holder Amounts, the fifth (5th) anniversary of the Documentation Date, unless
such Maturity Date is extended pursuant to Section 2.7 of the Loan Agreement and
Section 11.1 of the Participation Agreement.

         "Maximum Recourse Amount" means, with respect to each Property, 83% of
the aggregate outstanding amount of the Lease Balance made with respect to such
Property.

         "Modifications" is defined in Section 10.1 of the Master Lease.

         "Multiemployer Plan" means any Plan which is a "multiemployer plan" (as
such term is defined in section 4001(a)(3) of ERISA).

         "Net Proceeds" means all amounts received by the Agent Certificate
Holder, the Lessor Trust or any Participant in connection with any Casualty or
Condemnation or any sale of the Property pursuant to the Agent Certificate
Holder's or Lessor Trust's exercise of remedies under Section 16.2 of the Master

                                     A-1-32
<PAGE>

Lease or the Lessee's exercise of the Remarketing Option under Article XX of the
Master Lease and all interest earned thereon, less the expense of claiming and
collecting such amounts, including all costs and expenses in connection
therewith for which the Agent Certificate Holder or any Participant is entitled
to be reimbursed pursuant to the Lease.

         "Non-Consenting Participant" is defined in Section 11.1(b) of the
Participation Agreement.

         "Notes" is defined in Section 2.2 of the Loan Agreement.

         "Obligations" means all obligations (monetary or otherwise) of the
Lessee or the Guarantor arising under or in connection with any of the Operative
Documents.

         "Operative Documents" means the following:

                   (a)     the Participation Agreement;

                   (b)     the Master Lease;

                   (c)     the Lease Supplement;

                   (d)     the Loan Agreement;

                   (e)     each Note;

                   (f)     the Assignment of Lease and Rent;

                   (g)     each Deed and ground lease;

                   (h)     the Lessor Mortgages;

                   (i)     the Lessor Financing Statements;

                   (i)     the Construction Agency Agreement;

                   (k)     the Construction Agency Agreement Assignment;

                   (1)     the Construction Documents Assignment;

                   (m)     each Construction Agency Agreement Supplement;

                   (n)     each Assignment of Lease and Rent Supplement;

                   (o)     the Arranger's Fee Letter;

                   (p)     the Guaranty;

                                     A-1-33
<PAGE>

                   (q)     the Trust Agreement; and

                   (r)     each Certificate.

         "Original Executed Counterpart" is defined in Section 26.9 of the
Master Lease.

         "Outside Completion Date" means, with respect to each Property, the
date occurring on the earlier of (a) twenty-four (24) months after the date the
initial Advance is made in respect of such Property and (b) the Interim
Termination Date.

         "Overdue Rate" means, with respect to any Loan or Certificate Holder
Amount, the Base Rate or the Adjusted Eurodollar Rate then in effect for such
Loan or Certificate Holder Amount, as the case may be, plus two percent (2%).

         "Owner Trustee" means First Security Bank, National Association, a
national banking association.

         "Partial Termination Date" is defined in Section 15.2 of the Master
Lease.

         "Partial Termination Notice" is defined in Section 15.1 of the Master
Lease.

         "Participant Balance" means, with respect to any Participant as of any
date of determination: (i) with respect to any Lender, an amount equal to the
aggregate outstanding Loans of such Lender, together with all accrued and unpaid
interest thereon or (ii) with respect to any Certificate Holder, an amount equal
to the aggregate outstanding Certificate Holder Amounts of such Certificate
Holder, together with all amounts of accrued and unpaid Yield thereon.

         "Participants" means, collectively, each Lender and each Certificate
Holder, and their successors and assigns.

         "Participation Agreement" means the Participation Agreement dated as of
July 14, 2000, among the Lessee, the Construction Agent, the Guarantor, the
Agent Certificate Holder, the Certificate Holder, the Lenders, the
Administrative Agent, the Arranger, the Owner Trustee and the Lessor Trust as
the same may be amended, supplemented, amended and restated or otherwise
modified from time to time.

         "Payment Date" means each Scheduled Payment Date and each date on which
Basic Rent is required to be paid by any Lessee.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA.

         "Pension Plan" means a pension plan (as defined in Section 3(2) of
ERISA) subject to Title IV of ERISA with respect to which RMC or any ERISA
Affiliate may have any liability.

                                     A-1-34
<PAGE>

         "Permitted Property Liens" means, with respect to any Property, any of
the following:

                  (i) the respective rights and interests of the parties to the
         Operative Documents as provided in the Operative Documents;

                  (ii) the rights of any sublessee under a sublease permitted by
         the terms of the Master Lease;

                  (iii) Liens for Taxes that either are not yet subject to
         interest or penalties or are being contested in accordance with the
         provisions of Section 12.1 of the Master Lease;

                  (iv) Liens arising by operation of law, materialmen's,
         mechanics', workers', repairmen's, employees', carriers',
         warehousemen's and other like Liens relating to the construction of the
         Improvements or in connection with any Modifications or arising in the
         ordinary course of business for amounts that either are not more than
         sixty (60) days past due or are being diligently contested in good
         faith by appropriate proceedings, so long as such proceedings satisfy
         the conditions for the continuation of proceedings to contest Taxes set
         forth in Section 12.1 of the Master Lease;

                  (v) Liens of any of the types referred to in clause (iv) above
         that have been bonded for not less than the full amount in dispute (or
         as to which other security arrangements satisfactory to the Agent
         Certificate Holder have been made), which bonding (or arrangements)
         shall comply with applicable Requirements of Law, and has effectively
         stayed any execution or enforcement of such Liens;

                  (vi) Liens arising out of judgments or awards with respect to
         which appeals or other proceedings for review are being prosecuted in
         good faith and for the payment of which adequate reserves have been
         provided as required by GAAP or other appropriate provisions have been
         made, so long as such proceedings have the effect of staying the
         execution of such judgments or awards and satisfy the conditions for
         the continuation of proceedings to contest Taxes set forth in Section
         12.1 of the Master Lease;

                  (vii) easements, rights of way and other encumbrances on title
         to real property pursuant to Section 11.2 of the Master Lease;

          (viii) Lessor Liens;

                  (ix) Liens created by the Lessee with the consent of the
         Required Participants; and

                  (x) Liens described on the title insurance policy delivered
         with respect to such Property pursuant to Section 6.1(q) of the
         Participation Agreement, other than Liens described in clause (iv) or
         (vi) above that are not removed within forty (40) days of their
         discovery by the Lessee.

                                     A-1-35
<PAGE>

         "Permitted Sales Costs" means, with respect to each Property, all
reasonable costs of sale of such Property incurred by the Lessee pursuant to
Section 20.1 of the Master Lease which costs are of a type customarily paid by
sellers of properties comparable to the applicable Property in the market where
such Property is being sold; provided, however, that any such costs which, in
the aggregate with all other Permitted Sales Costs then incurred with respect to
such Property, exceed 1.0% of the Gross Remarketing Proceeds for such Property,
shall not constitute "Permitted Sales Costs" for purposes of the Operative
Documents unless such costs shall have been approved in writing by the Agent
Certificate Holder prior to the incurrence thereof; and, provided, further, that
"Permitted Sales Costs" shall not include any costs of repairs, alterations or
modifications (including Required Modifications) desired by the purchaser of any
Property or required to cause any Property to comply with the requirements of
the Master Lease.

         "Person" shall mean an individual, partnership, limited liability
company, corporation, trust or unincorporated organization, and a government or
agency or political subdivision thereof.

         "Plan" shall mean any employee pension benefit plan (as such term is
defined in section 3 of ERISA) which is or has been established or maintained,
or to which contributions are or have been made, by RMC or any ERISA Affiliate.

         "Plans and Specifications" means, with respect to each Property, the
plans and specifications for development of wine production, storage or
distribution facilities, as more particularly described in Schedule 2 to the
Construction Agency Agreement Supplement for such Property.

         "Property" means (i) the Lessor Trust's interest in the Land, as lessee
under a ground lease or as owner in fee simple thereof, (ii) all of the
Improvements at any time located on or under the Land, (iii) the Equipment at
any time located on or under the Land and (iv) all of the wine production,
storage or distribution facilities at any time located on or under the Land.

         "Property Balance" means, with respect to any Property, an amount equal
to the outstanding principal amount of the Loans and Certificate Holder Amounts
relating to such Property, plus all accrued and unpaid interest and Yield
thereon, plus any Supplemental Rent related to such Property or allocable to
such Property plus any other amounts due and owing to the Participants and the
Agents with respect to such Property or allocable to such Property.

         "Property Cost" means, with respect to any Property, the aggregate
amount of Advances made under the Participation Agreement with respect to such
Property.

         "Property Improvement Costs" means, with respect to any Property, the
Property Cost of such Property minus the Land Acquisition Cost of such Property.

         "Purchase Notice" means an irrevocable written notice by the Lessee
delivered to the Agent Certificate Holder pursuant to Section 18.1 of the Master
Lease, notifying the Agent Certificate Holder of the Lessee's intention to
exercise its option pursuant to such Section, and identifying the proposed
purchase date therefor.

                                     A-1-36
<PAGE>

         "Purchase Option" means the Lessee's option to purchase all (but not
less than all) of the Property in accordance with the provisions of Section 18.1
of the Master Lease.

         "Purchase Option Price" is defined in Section 18.1 of the Master Lease.

         "Qualified Land" means each parcel of Land which has a Land Acquisition
Cost that equals or exceeds 25% of (a) in the case of Land comprising part of an
Improved Property, the Property Cost thereof, and (b) in the case of any other
Land, the sum of (x) such Land Acquisition Cost plus (y) the Estimated
Improvement Costs of the Property consisting of such land and the Improvements
thereon.

         "Quarterly Payment Date" means the last day of each July, October,
January and April or, if any such day is not a Business Day, the next succeeding
Business Day.

         "RCRA" means the Resource Conservation and Recovery Act of 1976, as
amended by the Solid and Hazardous Waste Amendments of 1984, 42 U.S.C.
ss.ss.6901 et seq.

         "Release" means any release, pumping, pouring, emptying, injecting,
escaping, leaching, dumping, seepage, spill, leak, flow, discharge, disposal or
emission of a Hazardous Material.

         "Remarketing Option" is defined in Section 20.1 of the Master Lease.

         "Renewal Term" is defined in clause (a) of Section 11.1 of the
Participation Agreement.

         "Rent" means, collectively, the Basic Rent and the Supplemental Rent,
in each case payable under the Master Lease.

         "Rentals" shall mean and include as of the date of any determination
thereof all fixed payments (including as such all payments which the lessee is
obligated to make to the lessor on termination of the lease or surrender of the
property) payable by RMC or its subsidiaries as lessee or sublessee under Long
Term Leases, but shall be exclusive of any amounts required to be paid by RMC or
its subsidiaries (whether or not designated as rents or additional rents) on
account of maintenance, repairs, insurance, taxes and similar charges. Fixed
rents under any so-called "percentage leases" shall be computed solely on the
basis of the minimum rents, if any, required to be paid by the lessee regardless
of sales volume or gross revenues.

         "Rents" is defined in Section 2(b) of the Assignment of Lease and Rent.

         "Replacement Participant" is defined in Section 11.1(b) of the
Participation Agreement.

         "Reportable Event" means any of the events described in Section 4043(c)
of ERISA other than any such event for which the 30-day notice requirement under
ERISA has been waived in regulations issued by the PBGC.

         "Requesting Party" is defined in Section 22.1 of the Master Lease.

                                     A-1-37
<PAGE>

         "Required Certificate Holders" means, at any time, Certificate Holders
having Commitments representing at least 66-2/3% of the aggregate Certificate
Holder Commitments or, for purposes of acceleration pursuant to Section 16.2 of
the Master Lease or in the event that the Certificate Holder Commitments have
been terminated, Certificate Holders representing at least 66-2/3% of the
aggregate Certificate Holder Amount outstanding; provided however that if any
Certificate Holder shall be a Defaulting Participant at such time, then there
shall be excluded from the definition of "Required Certificate Holders" such
Defaulting Participant's Commitments, or after termination of the Commitments,
the amount of the Certificate Holder Amount owing to such Defaulting
Participant.

         "Required Lenders" means, at any time, Lenders having Commitments
representing at least 66-2/3% of the aggregate Loan Commitments or, for purposes
of acceleration pursuant to Section 5.2(a)(ii)(y) of the Loan Agreement or in
the event that the Loan Commitments have been terminated, Lenders representing
at least 66-2/3% of the aggregate principal amount of Loans outstanding;
provided, however, that if any Lender shall be a Defaulting Participant at such
time, then there shall be excluded from the determination of "Required Lenders"
such Defaulting Participant's Commitments, or after termination of the
Commitments, the principal balance of the Loans owing to such Defaulting
Participant.

         "Required Modification" is defined in Section 10.1 of the Master Lease.

         "Required Participants" means at any time Participants representing
66-2/3% of the aggregate Commitments of the Lenders and Certificate Holders, or
if such Commitments shall have been terminated, Participants representing at
least 66-2/3% of the aggregate of Loans and Certificate Holder Amounts
outstanding; provided, however, that any Defaulting Participant's Commitments,
Loans or Certificate Holder Amounts, as the case may be, shall be excluded
therefrom.

         "Requirement of Law" means, as to any Person (a) the partnership
agreement, certificate of incorporation, bylaws, operating agreement or other
organizational or governing documents of such Person, and (b) all Federal,
state, county, municipal and other governmental statutes, laws, rules, orders,
regulations, ordinances, judgments, decrees and injunctions affecting the
Property, the Improvements or the demolition, Construction, use or alteration
thereof, whether now or hereafter enacted and in force, including any that
require repairs, modifications or alterations in or to the Property or in any
way limit the use and enjoyment thereof (including all building, zoning and fire
codes and the Americans with Disabilities Act of 1990, 42 U.S.C. S 1201 et seq.
and any other similar federal, state or local laws or ordinances and the
regulations promulgated thereunder) and any that may relate to environmental
requirements (including all Environmental Laws), and all permits, certificates
of occupancy, licenses, authorizations and regulations relating thereto, and all
covenants, agreements, restrictions and encumbrances contained in any
instruments which are either of record or known to the Lessee affecting the
Property, the Appurtenant Rights and any easements, licenses or other agreements
entered into pursuant to Section 11.2 of the Master Lease.

         "Responsible Officer" of any Person means the chief executive officer,
chief operating officer, chief financial officer, treasurer or chief accounting
officer of such Person or any other officer of such Person involved principally

                                     A-1-38
<PAGE>

in its financial administration or its controllership function.

         "Responsible Officer's Certificate" means a certificate signed by any
Responsible Officer in substantially the form of Exhibit D-5 to the
Participation Agreement, which certificate shall certify as true and correct the
subject matter being certified to in such certificate.

         "RMC" means The Robert Mondavi Corporation, a California corporation.

         "Scheduled Payment Date" means:

                  (a) during the Interim Lease Term, (i) the date occurring one
         (1) month after the Acquisition Date pursuant to Section 3.4 of the
         Participation Agreement and, (ii) thereafter, the earlier of (A) each
         date occurring one (1) month after each preceding Scheduled Payment
         Date and (B) the Interim Termination Date; and

                  (b) during the Basic Lease Term,

                           (i) as to any Eurodollar Loan/Certificate Holder
                  Amount, the last day of each applicable Interest Period (and,
                  if any such Interest Period shall exceed three (3) months, on
                  each date occurring every three (3) months after the first day
                  of such Interest Period) and the Maturity Date;

                           (ii) as to any Base Rate Loan/Certificate Holder
                  Amount, each Quarterly Payment Date and the Maturity Date;
                  provided, however, that if any such day is not a Business Day,
                  then the "Scheduled Payment Date" shall be the immediately
                  succeeding Business Day (except as otherwise required by
                  clause (ii) of the proviso in the definition of "Interest
                  Period" with respect to Eurodollar Loans/Certificate Holder
                  Amounts); and

                           (iii) as to Fixed Rent, on each Fixed Rent Payment
                  Date.

         "SEC" means the Securities and Exchange Commission or any Governmental
Authority succeeding to any of its principal functions.

         "Securities Act" means the Securities Act of 1933, as amended from time
to time.

         "Shared Rights" is defined in Section 2(a) of the Assignment of Lease
and Rent.

         "Shortfall Amount" means for each property , as of the Expiration Date,
an amount equal to (i) the Property Balance, minus (ii) the aggregate Maximum
Recourse Amount and amount of Loans and Certificate Holder Amounts allocable to
Qualified Land received by the Lessor Trust from the Lessee pursuant to Section
20.2(f) of the Lease, minus (iii) the aggregate amount of the highest, binding,
written, unconditional, irrevocable cash offer to purchase such Property
obtained by the Lessee pursuant to Section 20.2(c) of the Master Lease;
provided, however, that if the sale of a Property to the Person or Persons
submitting such offer or offers is not consummated on or prior to the Expiration

                                     A-1-39
<PAGE>

Date, then the term "Shortfall Amount" shall mean an amount equal to (i) such
Property Balance, minus (ii) the Maximum Recourse Amount and amount of Loans and
Certificate Holder Amounts allocable to Qualified Land received by the Lessor
Trust pursuant to Section 20.2(f) of the Master Lease.

         "Significant Casualty" means a Casualty that in the reasonable, good
faith judgment of the Administrative Agent and the Agent Certificate Holder (a)
renders the Property unsuitable for continued use as a wine production, storage
or distribution facility, or (b) is so substantial in nature that restoration of
the Property to substantially its condition as it existed immediately prior to
such Casualty would be impracticable or impossible.

         "Significant Condemnation" means (a) a Condemnation that involves a
taking of the Lessor Trust's entire title to the Land, or (b) a Condemnation
that in the reasonable, good faith judgment of the Administrative Agent and the
Agent Certificate Holder (i) renders the Property unsuitable for continued use
as a wine production, storage or distribution facility, or (ii) is so
substantial in nature that restoration of the remaining Property to
substantially its condition as it existed immediately prior to such Condemnation
would be impracticable or impossible.

         "Solvent" means with respect to any Person on a particular date, that
on such date (i) the fair value of the property of such Person is greater than
the total amount of liabilities, including, without limitation, contingent
liabilities of such Person, (ii) the present fair saleable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (iii) such Person is able to realize upon its assets and pay its debts
and other liabilities, contingent obligations and other commitments as they
mature in the normal course of business, (iv) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (v) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person's property would constitute
unreasonably small capital after giving due consideration to the prevailing
practice in the industry in which such Person is engaged. In computing the
amount of contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount which, in light of all the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability taking into account any
subrogation and contribution rights.

         "Specified Assets" means assets which, for any purpose (including tax,
state real estate, commercial law or bankruptcy purposes), are treated as assets
of RMC or any of its subsidiaries. Specified Assets shall be valued in the
manner such assets are valued for tax purposes.

         "Specified Fiscal Period" means the following fiscal periods, as the
context may require: (i) the semi-annual fiscal period ending December 31 in any
fiscal year; (ii) the quarterly fiscal period ending March 31 in any fiscal year
and (iii) the fiscal year period ending June 30 in any fiscal year.

         "Specified Transactions" of any Person means all transactions and other
arrangements which are treated by such Person for any purpose (including tax,
state real estate, commercial law or bankruptcy purposes) as financing

                                     A-1-40
<PAGE>

arrangements or loans, or which give rise to the creation of debt of such
Person.

         "Subject Improvements" is defined in each Lease Supplement.

         "Subject Land" is defined in each Lease Supplement.

         "Subject Property" is defined in each Lease Supplement.

         "Subsidiary" means as to any particular parent corporation any
corporation of which more than 50% (by number of votes) of the Voting Stock
shall be beneficially owned, directly or indirectly, by such parent corporation.
The term "Subsidiary" shall mean a subsidiary of RMC. For purposes of this
Agreement, it is understood and agreed that none of the following shall be
deemed to be a Subsidiary of Lessee or the Guarantor: (a) Opus One, a joint
venture partnership owned 50% by the RMC and 50% by the Baron Philippe de
Rothschild family, (b) Vina Caliterra S.A., a Chilean corporation owned 50% by
the RMC (as the co-owners of Inversiones RMC Limitada) and 50% by Vina Errazuriz
S.A., (c) Luce S.r.l., an Italian limited liability company owned 50% by
Marchesi de Frescobaldi S.p.a. and Tenuta di Castelgiocondo S.p.a. and 50% by
RMC and (d) Superpremium L.P., a Delaware limited partnership in which RMC owns
a 43% limited partnership interest and which owns 100% of Vinifera International
S.A., a Luxemborg corporation, which owns 90% of Tenuta dell' Orellaia, an
Italian corporation, the remaining 10% is owned directly by RMC..

         "Substantial Stockholder" means (i) any Person owning, beneficially or
of record, directly or indirectly, either individually or together with all
other Persons to whom such Person is related by blood, adoption or marriage,
stock of RMC (of any class having ordinary voting power for the election of
directors) aggregating five percent (5%) or more of such voting power or (ii)
any Person related by blood, adoption or marriage to any Person described or
coming within the provisions of clause (i) of this definition.

         "Supplemental Rent" means all amounts, liabilities and obligations
(other than Basic Rent) which the Lessee assumes or agrees to pay to the
Administrative Agent, any Participant or any other Person under the Master
Lease, or under any of the other Operative Documents, including, without
limitation, amounts for rent, taxes, insurance and any other amounts to be paid
under ground leases which are subjected to the Master Lease, Commitment Fees,
Break Costs, Maximum Recourse Amounts, Construction Recourse Amounts, Land
Shortfall Amounts, the Shortfall Amount, amounts due pursuant to Section 13.2 of
the Participation Agreement and payments pursuant to Sections 15.2 of the Master
Lease and Articles XVIII and XX of the Master Lease.

         "Tax Indemnitee" means each Lender, each Certificate Holder, the Owner
Trustee, the Lessor Trust, the Administrative Agent and the Agent Certificate
Holder.

         "Taxes" is defined in the definition of Impositions.

         "Termination Date" is defined in Section 15.2 of the Master Lease.

                                     A-1-41
<PAGE>

         "Termination Notice" is defined in Section 15.1 of the Master Lease.

         "Total Encumbered Assets" shall mean all assets of RMC and its
subsidiaries which are subject to or encumbered by an Lien excluding only Liens
described in sections 10.02(a)(ii), (iii), (iv), (vi), (vii).

         "Transaction Expenses" means all costs and expenses incurred in
connection with the preparation, execution and delivery of the Operative
Documents and the transactions contemplated by the Operative Documents including
without limitation:

                  (a) subject to the fee letters of counsel, if applicable, the
         reasonable fees, out-of-pocket expenses and disbursements of Chapman
         and Cutler, special counsel for the Administrative Agent and Arranger,
         Agent Certificate Holder and Certificate Holders, and such reasonable
         fees, expenses and disbursements of counsel for the Lessee and Owner
         Trustee, in negotiating the terms of the Operative Documents and the
         other transaction documents, preparing for the closing under, and
         rendering opinions in connection with, such transactions and in
         rendering other services customary for counsel representing parties to
         transactions of the types involved in the transactions contemplated by
         the Operative Documents;

                  (b) the reasonable fees, out-of-pocket expenses and
         disbursements of special counsel for the Administrative Agent,
         Arranger, Owner Trustee, Agent Certificate Holder and Certificate
         Holders in connection with the transactions contemplated to occur on
         each Funding Date and Acquisition Date;

                  (c) any and all Taxes and fees incurred in recording,
         registering or filing any Operative Document or any other transaction
         document, any deed, declaration, mortgage, security agreement, notice
         or financing statement with any public office, registry or governmental
         agency required by the Operative Documents in connection with the
         transactions contemplated by the Operative Documents.

                  (d) all reasonable out-of-pocket expenses, disbursements and
         costs of the Administrative Agent, Arranger, Owner Trustee and the
         Agent Certificate Holder paid or incurred in connection with the
         transactions contemplated by the Operative Documents (including without
         limitation the transactions contemplated to occur on each Funding Date
         and Acquisition Date);

                  (e) all title fees, premiums and escrow costs and other
         expenses relating to title insurance and the closing contemplated by
         the Operative Documents;

                  (f) all premiums for builder's "all risk" insurance maintained
         by the Construction Agent pursuant to Section 2.8(c) of the
         Construction Agency Agreement with respect to Uncompleted Properties
         during the Interim Lease Term therefor;

                  (g) all expenses relating to Environmental Audits required to
         be delivered pursuant to Section 6.1(h) of the Participation Agreement;

                                     A-1-42
<PAGE>


                  (h) all fees and other expenses relating to Appraisals
         required to be delivered pursuant to Section 6.1(d) or 6.2(b) of the
         Participation Agreement;

                  (i) the fees payable by the Lessee to the Lenders, the
         Arranger and the Administrative Agent pursuant to Section 4.4 of the
         Participation Agreement; and

                  (j) the fees payable by the Lessee to the Agent Certificate
         Holder pursuant to Section 4.4 of the Participation Agreement;

         "Transactions" shall mean the transactions contemplated under the
Participation Agreement and each of the other Operative Documents.

         "Transferee" is defined in Section 12.3 of the Participation Agreement.

         "Trust Agreement" means the Trust Agreement dated as of July 14, 2000
between the Agent Certificate Holder and the Owner Trustee.

         "Trust Company" means First Security Bank, National Association in its
individual capacity.

         "Trust Estate" is defined in Section 2.2 of the Trust Agreement.

         "Trust Expenses" is defined in Section 6.1 of the Trust Agreement.

         "Uncompleted Property" means any Property that is not a Completed
Property.

         "Unfunded Pension Liability" means the excess of a Pension Plan's
benefit liabilities under Section 4001(a)(16) of ERISA over the current value of
that Plan's assets determined in accordance with the assumptions used in funding
the Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

         "Uniform Commercial Code" and "UCC" means the Uniform Commercial Code
as in effect in any applicable jurisdiction.

         "Unmatured Event of Default" means any event or circumstance which,
with the giving of notice, the lapse of time, or both, would (if not cured or
otherwise remedied during such time) constitute an Event of Default.

         "Yield" is defined in Section 4.1(a) of the Participation Agreement.

         "Yield Rate" means (i) the Base Rate or (ii) the sum of Adjusted
Eurodollar Rate plus the Certificate Holder Margin.

                                     A-1-43
<PAGE>


                                   EXHIBIT A-1
                           TO PARTICIPATION AGREEMENT

                            FORM OF LEGAL OPINION OF
                          INHOUSE COUNSEL TO THE LESSEE

                                                               July 14, 2000

To the Participants, Administrative Agent,
Agent Certificate Holder, Owner Trustee and Lessor Trust
party to the Participation Agreement referred to below

Ladies and Gentlemen:

         I have acted as counsel to The Robert Mondavi Corporation, a California
corporation (the "Guarantor"), and R.M.E., Inc., a California corporation (the
"Lessee") in connection with the negotiation, execution and delivery of (i) the
Participation Agreement, dated as of July 14, 2000 (the "Participation
Agreement"), among the Lessee, the Guarantor, the Lessor Trust, the Owner
Trustee, the Agent Certificate Holder, the Certificate Holders, the Lenders, the
Administrative Agent and the Arranger and (ii) each of the other Operative
Documents. Terms not defined herein have the meanings assigned to those terms in
Appendix A to the Participation Agreement. This letter is furnished to you
pursuant to Section 2.1(k)(v) of the Participation Agreement.

         I have examined the originals, or certified, conformed or reproduction
copies, of the Participation Agreement, the other Operative Documents and all
records, other agreements, instruments and documents, and have made such other
investigations, as I have deemed relevant or necessary as the basis for the
opinions hereinafter expressed. In my examination, I have assumed with your
approval the genuineness of all signatures (other than those of the Lessee and
the Guarantor); the authenticity of documents submitted to me as originals; and
the conformity with authentic original documents of all documents submitted to
me as copies.

         As to matters of fact bearing upon the opinions set forth below, I have
relied, without independent verification, upon the accuracy and genuineness of
the representations and warranties made in the Operative Documents by the
various parties to the Operative Documents (other than the Lessee and the
Guarantor). In rendering such opinions, I have further relied on the following
assumptions, the accuracy of which I have not independently verified:

                  Each of the parties to the Operative Documents (other than the
         Lessee and the Guarantor) has the right, power and authority to
         execute, deliver and perform its obligations under the Operative
         Documents to which it is a party, and has duly authorized the execution
         and delivery of the Operative Documents to which it is a party and the
         performance of its obligations thereunder.

                  Each of the parties to the Operative Documents (other than the
         Lessee and the Guarantor) has duly executed and delivered the Operative
         Documents to which it is a party.

                                     A-1-44
<PAGE>

                  Each of the Operative Documents constitutes the legal, valid
         and binding obligation of each party thereto (other than the Lessee and
         the Guarantor) and creates the rights and interests which it purports
         to create therein.

         Based upon the foregoing examinations and assumptions, and subject to
the exclusions and qualifications stated below, and having regard for the legal
considerations that I deem relevant, I am of the opinion that:

                    1. The Lessee and the Guarantor are corporations duly
         organized, validly existing and in good standing under the laws of the
         State of California and have full power and authority to conduct its
         business as presently conducted and to enter into and perform its
         obligations under the Operative Documents to which it is or will be a
         party. Lessee and the Guarantor are qualified to do business in the
         State of California and every other jurisdiction where such
         qualification is required, except where the failure so to qualify would
         not result in a Material Adverse Effect.

                    2. The execution, delivery and performance by Lessee and the
         Guarantor of each Operative Document to which it is a party have been
         duly authorized by all necessary action on its part and each such
         Operative Document has been duly executed and delivered by such party.

                    3. Neither the execution, delivery or performance by the
         Lessee or the Guarantor of any Operative Document to which it is a
         party (i) requires any approval of the stockholders or members of such
         party, or approval or consent of any trustee or holder of any of the
         such party's indebtedness or obligations; or (ii) conflicts with,
         results in any breach of or constitutes any default under, or results
         in the creation of any Lien (other than the respective rights and
         interest of the Participants as provided in the Operative Documents)
         upon the such party's property under, (A) any indenture, mortgage,
         chattel mortgage, deed of trust, lease, conditional sales contract,
         loan or credit arrangement or other material agreement or instrument by
         which such party or any of its properties may be bound, (B) such
         party's certificate of incorporation or (C) such party's by-laws
         operating agreement.

                    4. There is no action, proceeding or investigation pending
         or, to the best of my knowledge, threatened which is reasonably likely
         to result, either in any case or in the aggregate, in a Material
         Adverse Effect with respect to the Lessee or the Guarantor.

                    5. Neither the Lessee nor the Guarantor is an "investment
         company" or a company "controlled" by an "investment company" within
         the meaning of the Investment Company Act of 1940, as amended. Neither
         the Lessee nor the Guarantor is subject to regulation as a "holding
         company," an "affiliate" of a "holding company," or a "subsidiary
         company" of a "holding company," within the meaning of the Public
         Utility Holding Company Act of 1935, as amended. The proceeds of the
         Loans and the Certificate Holder Amounts, if used in accordance with
         the terms of the Operative Documents, will not result in a violation of
         Regulations T, U or X of the Board of Governors of the Federal Reserve
         System.

                                     A-1-45
<PAGE>


                                Very truly yours,













                                     A-1-46
<PAGE>



                                   EXHIBIT A-2
                           TO PARTICIPATION AGREEMENT


               FORM OF LEGAL OPINION OF FARELLA, BRAUN AND MARTEL
                                                              July 14, 2000


To the Participants, Administrative Agent,
Agent Certificate Holder, Owner Trustee and Lessor Trust
party to the Participation Agreement referred to below

Ladies and Gentlemen:

         We have acted as special counsel to R.M.E., Inc., a California
corporation (the "Lessee") and The Robert Mondavi Corporation, a California
corporation (the "Guarantor") in connection with the negotiation, execution and
delivery of (i) the Participation Agreement, dated as of July 14, 2000 (the
"Participation Agreement"), among the Lessee, the Guarantor, the Lessor Trust,
the Owner Trustee, the Agent Certificate Holder, the Certificate Holders, the
Lenders, the Administrative Agent and the Arranger and (ii) each of the other
Operative Documents. Terms not defined herein have the meanings assigned to
those terms in Appendix A to the Participation Agreement. This letter is
furnished to you pursuant to Section 2.1(k)(v) of the Participation Agreement.

         We have examined the originals, or certified, conformed or reproduction
copies, of the Participation Agreement, the other Operative Documents and all
records, other agreements, instruments and documents, and have made such other
investigations, as we have deemed relevant or necessary as the basis for the
opinions hereinafter expressed. In our examination, we have assumed with your
approval the genuineness of all signatures; the authenticity of documents
submitted to us as originals; and the conformity with authentic original
documents of all documents submitted to us as copies.

         As to matters of fact bearing upon the opinions set forth below, we
have relied, without independent verification, upon the accuracy and genuineness
of the representations and warranties made in the Operative Documents by the
various parties to the Operative Documents. In rendering such opinions, we have
further relied on the following assumptions, the accuracy of which we have not
independently verified:

                  Each of the parties to the Operative Documents has the right,
         power and authority to execute, deliver and perform its obligations
         under the Operative Documents to which it is a party, and has duly
         authorized the execution and delivery of the Operative Documents to
         which it is a party and the performance of its obligations thereunder.

                  Each of the parties to the Operative Documents has duly
         executed and delivered the Operative Documents to which it is a party.


                                      A-2-1
<PAGE>

                  Each of the Operative Documents constitutes the legal, valid
         and binding obligation of each party thereto (other than the Lessee and
         the Guarantor) and creates the rights and interests which it purports
         to create therein.

         Based upon the foregoing examinations and assumptions, and subject to
the exclusions and qualifications stated below, and having regard for the legal
considerations that we deem relevant, we are of the opinion that:

                    1. Each Operative Document to which the Lessee or the
         Guarantor is a party constitutes its legal, valid and binding
         obligation, enforceable against each such party, in accordance with its
         terms, except as such enforceability may be limited by applicable
         bankruptcy, insolvency and similar laws affecting creditors' rights
         generally and by general equitable principles.

                    2. Neither the execution, delivery or performance by the
         Lessee or the Guarantor of any Operative Document to which it is a
         party contravenes or will contravene any Requirement of Law currently
         in effect applicable to or binding upon such party.

                    3. No authorization, consent, approval, license or formal
         exemption from, nor any filing, declaration or registration with, any
         Governmental Authority is or will be required in connection with the
         execution and delivery by the Lessee or the Guarantor of the Operative
         Documents to which it is a party, or the performance by the Lessee or
         the Guarantor of its obligations under such Operative Documents.

                    4. Neither the Notes nor the interests of the Participants
         under the Operative Documents are required to be registered under the
         Securities Act of 1933, as amended, nor is an indenture required to be
         qualified in respect thereof under the Trust Indenture Act of 1939, as
         amended.

                    5. No registration, filing or qualification is required to
         permit the Lessor Trust to exercise remedies in the States of
         California under the Lease, and the validity and enforceability of the
         Lease will not be affected by any failure of the Lessor Trust to
         qualify.

                    6. If the transactions contemplated by the Lease are
         characterized as a lease transaction, the Lease is in form sufficient
         under the laws of the State of California to demise to the Lessee a
         valid leasehold interest in the Property. The Lease or the Memorandum
         of Lease, when recorded with the Office of the Recorder for San Joaquin
         County, will have been filed or recorded in all public offices in the
         State of California in which such filing or recording is necessary to
         provide constructive notice of the Lease to third Persons and to
         establish of record the interest of the Lessor Trust thereunder.

                    7. If the transactions as provided for in the Lease are
         characterized as a loan transaction, the Lease is in form sufficient
         under the laws of the State of California to create a valid lien or
         security interest, in favor of the Lessor Trust and to secure all the


                                      A-2-2
<PAGE>

         obligations of the Lessee under the Operative Documents, in the
         Property. The Lease or the Memorandum of Lease, when recorded with the
         Office of the Recorder for San Joaquin County, will have been filed or
         recorded in all public offices in the State of California in which such
         filing or recording is necessary to perfect the lien of the Lessor
         Trust thereunder to the extent that the Property constitutes real
         estate. The Lease provides the Lessor Trust with all remedies
         customarily obtained by lenders in the State of California in
         connection with the type of loan and security provided thereby

                    8. The Assignment of Lease and Rent is in form sufficient
         under the laws of the State of California to create a valid lien or
         security interest in favor of the Lenders in the collateral described
         therein, and when recorded with the Office of the Recorder for San
         Joaquin County, will have been filed or recorded in all public offices
         in the State of California in which such filing or recording is
         necessary to perfect the lien of the Lenders thereunder to the extent
         that such collateral constitutes real estate. The Assignment of Lease
         and Rent provides the Lenders with all remedies customarily obtained by
         lenders in the State of California in connection with the type of loan
         and security provided for by the Loan Agreement.

                    9. The UCC Financing Statements which are to be recorded or
         filed within the State of California, the forms of which are attached
         as Schedule II hereto, are in form sufficient under the laws of the
         State of California for filing or recording, and when recorded with the
         Office of the Recorder for San Joaquin County and the California
         Secretary of State will have been filed or recorded in all public
         offices in the State of California in which such filing or recording is
         necessary to perfect the interest of the Lessor Trust in the collateral
         described therein to the extent the same can be perfected by filing or
         recording in the State of California.

                   10. Except for the filings and recordings described above, no
         approval, consent, or withholding of objection on the part of, or
         filing or registration with, any governmental authority or regulatory
         body in the State of California is required to be made or taken in the
         State of California to establish, protect and preserve title to,
         interests in, liens on and security interests in the Property as
         contemplated by the Operative Documents, except for UCC continuation
         statements.

                   11. Except for federal, state and local franchise,
         withholding and income taxes, and filing or recording fees payable at
         the time of filing or recording and state, county and city real estate
         transfer taxes, no taxes, fees or other charges imposed by the State of
         California, San Joaquin County, or any other local governmental entity
         are payable by the Lessor Trust, the Owner Trustee, the Agent
         Certificate Holder or the Lenders solely as a result of the execution,
         delivery, recordation or filing (where applicable) of the Operative
         Documents and all other instruments delivered in connection with the
         transactions contemplated thereby.


                                Very truly yours,


                                      A-2-3
<PAGE>



                                   EXHIBIT A-3
                           TO PARTICIPATION AGREEMENT

                        FORM OF OPINION OF COUNSEL TO THE
                       OWNER TRUSTEE AND THE LESSOR TRUST




To the Participants, Administrative Agent,
Agent Certificate Holder, Owner Trustee and Lessor Trust
party to the Participation Agreement referred to below


         Re:                                Lodi 2000 Distribution Trust

Ladies and Gentlemen:

         We have acted as counsel to Lodi 2000 Distribution Trust (the "Lessor
Trust") and First Security Bank, National Association, a national banking
association (the "Trust Company"), in connection with the Trust Agreement, dated
as of July 14, 2000 (the "Trust Agreement"), between Harris Trust and Savings
Bank, as Agent Certificate Holder (the "Agent Certificate Holder") and the Trust
Company. Pursuant to the Participation Agreement, dated as of July 14, 2000 (the
"Participation Agreement"), among the Lessee, the Guarantor, the Lessor Trust,
the Agent Certificate Holder, the Lenders, the Certificate Holders, Harris Trust
and Savings Bank, as Administrative Agent and BMO Global Capital Solutions,
Inc., as Arranger, and the Trust Company, not in its individual capacity, except
as otherwise specified therein, but solely as Owner Trustee under the Trust
Agreement (the "Owner Trustee"), financing is being provided for acquisition of
certain Property. Capitalized terms used but not otherwise defined herein shall
have their respective defined meanings assigned thereto in Appendix A to the
Participation Agreement. This opinion is being furnished pursuant to Section
2.1(l)(v) of the Participation Agreement.

         We have examined executed counterparts or copies otherwise identified
to our satisfaction of the following documents:

                  (a)      the Participation Agreement;

                  (b)      the Trust Agreement;

                  (c)      the Master Lease;

                  (d)      the Loan Agreement;

                                      A-3-1
<PAGE>

                  (e)      the Memorandum of Master Lease;

                  (f)      the Assignment of Lease and Rent;

                  (g)      the Note being issued on the date hereof (the "Note")
                           ; and

                  (h)      the Certificate being issued on the date hereof (the
                           "Certificate") (the documents listed in paragraphs
                           (a) through (f) above being herein collectively
                           referred to as the "Operative Documents").

         We have also examined originals or copies of such other documents, such
corporate records, certificates and other statements of governmental officials
and corporate officers and other representatives of the corporations or entities
referred to herein and such other instruments as we have deemed necessary or
appropriate for the purposes of this opinion. Moreover, as to certain facts
material to the opinions expressed herein, we have relied upon representations
and warranties contained in the Operative Documents.

         Based on the foregoing and upon an examination of such questions of law
as we have considered necessary or appropriate, and subject to the assumptions,
exceptions and qualifications set forth herein, we advise you that, in our
opinion:

                    1. The Trust Company is a national banking association, duly
         organized and validly existing in good standing under the federal laws
         of the United States of America. The Lessor Trust has been duly formed,
         is validly existing as a trust under the laws of the State of Utah and
         is a separate legal entity, able to sue and be sued and hold property
         in its own name. Each of the Trust Company, the Owner Trustee and the
         Lessor Trust has all necessary power and authority to execute and
         deliver, and perform its obligations under each of the Operative
         Documents to which the Trust Company, the Owner Trustee of the Lessor
         Trust, as the case may be, is a party.

                    2. To our knowledge, there are no actions or proceedings
         before any arbitrator, court, tribunal or governmental authority
         pending or threatened against or affecting the Trust Company, the Owner
         Trustee or the Lessor Trust which could reasonably be expected,
         individually or in the aggregate, to have a material adverse effect on
         the validity of, or the right, power or authority of the Trust Company,
         the Owner Trustee or the Lessor Trust to enter into or perform its
         obligations under, the Operative Documents or on the assets,
         liabilities, operations, business or financial condition of the Trust
         Company, the Owner Trustee or the Lessor Trust.

                    3. On the Acquisition Date, the Lessor Trust received from
         the seller of the Property (the "Seller") such interest as the Seller
         conveyed to the Lessor Trust pursuant to the Deed, subject to the
         rights of the Lessor Trust and the Lessee under the Master Lease; and,
         to our knowledge, there exist no Liens affecting the right, title and
         interest in the Trust Estate, attributable to the Trust Company, the
         Owner Trustee or the Lessor Trust except as contemplated by the
         Operative Documents.*


--------------------------
* This opinion number 3 is to be delivered on each Acquisition Date.

                                      A-3-2
<PAGE>

                    4. The Trust Agreement and each other Operative Document to
         which the Trust Company is a party have been duly authorized, executed
         and delivered by the Trust Company, and the Trust Agreement and each
         such other Operative Document to which the Trust Company is a party
         constitute legal, valid and binding obligations of the Trust Company,
         enforceable against the Trust Company in accordance with their
         respective terms. The Trust Agreement constitutes the legal, valid and
         binding obligation of the Agent Certificate Holder enforceable against
         the Agent Certificate Holder in accordance with its terms.

                    5. Each Operative Document to which the Owner Trustee or the
         Lessor Trust is a party has been duly authorized, executed and
         delivered (and, with respect to the Note and the Certificate, issued)
         by the Owner Trustee or the Lessor Trust and constitutes a legal, valid
         and binding obligation of the Owner Trustee or the Lessor Trust,
         enforceable against the Owner Trustee or the Lessor Trust in accordance
         with its terms.

                    6. The execution, delivery and performance of each Operative
         Document to which the Trust Company, the Owner Trustee or the Lessor
         Trust, as the case may be, is a party has been duly authorized by all
         necessary action on its part and neither the authorization, execution
         and delivery thereof, nor the consummation of the transactions
         contemplated thereby, nor compliance by it with any of the terms and
         provisions thereof (i) does or will require, to our knowledge, any
         approval or consent of any trustee or holder of any of the Trust
         Company's or the Lessor Trust's indebtedness or obligations; (ii) does
         or will contravene any current State of Utah or United States federal
         law, governmental rule or regulations relating to the Trust Company's
         banking or trust powers; (iii) does or will contravene any current
         State of Utah or United States federal law, governmental rule or
         regulation relating to the Lessor Trust's power or the provisions of
         the Trust Agreement; (iv) does or will contravene or result in any
         breach of or constitute any default under, or result in the creation of
         any Lien upon any of (x) the Trust Company's property under, its
         charter or by-laws, or, to our knowledge, any agreement or instrument
         to which it is a party or by which it or its properties may be bound or
         affected, or (y) the Lessor Trust's property under the Trust Agreement,
         or to our knowledge, any agreement or instrument to which it is a party
         or by which it or its properties may be bound or affected; or (v) does
         or will require the consent or approval of, the giving of notice to,
         the registration with, or the taking of any other action in respect of
         any governmental authority or agency of the United States or the State
         of Utah regulating the Trust Company's banking or trust powers.

                    7. To our knowledge, neither the Lessor Trust nor any Person
         authorized by the Lessor Trust to act on its behalf has offered or sold
         any interest in respect of the Lease, or in any similar security
         relating to the Property, or in any security the offering of which for
         the purposes of the Securities Act would be deemed to be part of the
         same offering as the offering of the aforementioned securities to, or
         solicited any offer to acquire any of the same from, any Person except
         as contemplated by the terms of the Operative Documents.

                                      A-3-3
<PAGE>

         The foregoing opinions are subject to the following assumptions,
exceptions and qualifications:

                    A. The foregoing opinions are limited to the laws of the
         State of Utah (in respect of the Trust Company, the Owner Trustee and
         the Lessor Trust) and the federal laws of the United States of America
         governing the banking and trust powers of the Trust Company. In
         addition, we express no opinion with respect to (i) federal securities
         laws, including the Securities Act of 1933, as amended (except as set
         forth in paragraph 7 above), the Securities Exchange Act of 1934, as
         amended, and the Trust Indenture Act of 1939, as amended, or (ii) state
         securities or blue sky laws. Insofar as the foregoing opinions relate
         to the validity and enforceability in Utah of the Operative Documents
         which are expressed to be governed by the laws of any jurisdiction
         other than the State of Utah, we have assumed that such Operative
         Documents constitute legal, valid and binding instruments under such
         laws (as to which we express no opinion).

                    B. The foregoing opinions regarding the enforceability of
         any document are subject to applicable bankruptcy, insolvency,
         moratorium, reorganization, fraudulent conveyance, receivership and
         similar laws affecting the rights and remedies of creditors generally,
         and (ii) general principles of equity (regardless of whether such
         enforceability is considered in a proceeding in equity or at law).

                    C. We have assumed the due authorization, execution or
         delivery by each of the parties thereto, other than the Trust Company,
         the Owner Trustee and the Lessor Trust, of each of the Operative
         Documents to which each is a party and that each of such parties has
         the full power, authority and legal right to execute and deliver each
         such document.

                    D. We have assumed that all signatures (other than those of
         the Trust Company, the Owner Trustee and the Lessor Trust) on documents
         and instruments examined by us are genuine, that all documents and
         instruments submitted to us as originals are authentic, and that all
         documents and instruments submitted to us as copies conform with the
         originals, which facts we have not independently verified.

                    E. We have  assumed  that the  Operative  Documents  and the
               transactions contemplated thereby are not within the prohibitions
               of Section 406 of the Employee  Retirement Income Security Act of
               1974.

         This opinion is rendered solely for your benefit and that of your
successors and assigns and may not be relied upon by any person or entity for
any purpose without prior written consent.

                                Very truly yours,


                                      A-3-4

<PAGE>




                                    EXHIBIT B
                          (TO PARTICIPATION AGREEMENT)

                             FORM OF FUNDING REQUEST

                                                     ___________, 20__


TO:               The Agent Certificate Holder and the Administrative Agent,
                  pursuant to the Participation Agreement (the "Participation
                  Agreement") dated as of July 14, 2000 among the Lessee, the
                  Guarantor, the Lessor Trust, the Owner Trustee, the Agent
                  Certificate Holder, the Certificate Holders, the Lenders, the
                  Administrative Agent and the Arranger as the same may be
                  amended, supplemented, amended and restated or otherwise
                  modified from time to time (capitalized terms used herein
                  shall have the meanings ascribed thereto in the Participation
                  Agreement).

FROM:             R.M.E., Inc. (the "Construction Agent")

RE:               [Acquisition Date][Funding Date]

1.               This  irrevocable  Funding  Request is hereby  delivered  by
                 the  Construction  Agent  pursuant to  Section 3.4(a) of the
                 Participation Agreement.

2.               The [Acquisition Date][Funding Date] is scheduled for _______.

3.               The amount of the Advance is $____________________.

4.               Intentionally Omitted.

5.               The Loans and Certificate Holder Amounts will be [Base Rate
                 Loans/Certificate Holder Amounts] [Eurodollar Loans/Certificate
                 Holder Amounts]. The initial Interest Period for such
                 Eurodollar Loans/Certificate Holder Amounts will extend from
                 the [Acquisition Date][Funding Date] to the next Scheduled
                 Payment Date.

6.               Funds shall be sent by wire transfer as follows:

                  a.       Each  Certificate  Holder  and  Lender  shall
                           transfer  its  Commitment  Percentage  of
                           $ _______________ to the following account of
                          Agent Certificate Holder:

                                     Bank:
                                     ABA Number:
                                     Account Name:
                                     Account Number:
                                     Ref:
                                     Further Credit to:

<PAGE>

                                    [amount to be provided  by the  Construction
                                    Agent]


                    b.       Lessee hereby instructs Agent Certificate Holder to
                             distribute the funds as follows:

                         [information to be provided by the Construction Agent]

7.                All of the costs being funded pursuant to this Funding Request
                  relate to [the acquisition of the Property subject to the
                  Lease][the construction of improvements to the Property
                  subject to the Lease] and all moneys advanced to the Agent
                  Certificate Holder pursuant to this Funding Request will be
                  applied solely to the payment (or reimbursement) of such
                  costs.

8.               After giving effect to the Advance requested hereby, the
                 Property Cost for the Property is $_________________ and such
                 amount does not exceed the Fair Market Sales Value for such
                 Property as set forth in the Appraisal therefor as delivered
                 pursuant to [Section 6.1(d)][Section 6.2(b)] of the
                 Participation Agreement.

[9.              The Estimated Improvement Costs are $______________.]

         In connection with such requested Advance, the Construction Agent
hereby represents and warrants to you as follows:

              a.On the [Acquisition Date][Funding Date],  both  immediately
                  before and after giving effect to the requested Advance and
                  the application of the proceeds thereof, the statements made
                  by the Lessee and the Guarantor in Section 8 of the
                  Participation Agreement are true and correct in all material
                  respects.

              b.After giving effect to the Advance requested hereby (i) the
                  aggregate outstanding amounts of each of the Loans and the
                  Certificate Holder Amounts does not exceed the Commitments of
                  the Lenders and the Certificate Holders, respectively and (ii)
                  the [Acquisition Cost] [Property Cost] does not exceed the
                  Fair Market Sales Value of the Property as set forth in the
                  Appraisal of the Property delivered pursuant to [Section
                  6.1(d)] [6.2(b)] of the Participation Agreement.

              c.All of the conditions  precedent set forth in Article VI of the
                  Participation Agreement applicable to the Advance have been
                  satisfied or waived.

                                      B-2
<PAGE>


    IN WITNESS WHEREOF, I have signed my name this _____ day of _______, 20__.


                                                          R.M.E., INC.



                                                          By: __________________
                                                          Name:
                                                          Title:





                                      B-2
<PAGE>



                                    EXHIBIT C
                          (TO PARTICIPATION AGREEMENT)


                       FORM OF INTEREST PERIOD SELECTION/
                         CONTINUATION/CONVERSION NOTICE


                                RE: R.M.E., INC.


TO:      The Agent Certificate Holder and the Administrative Agent

                  This Interest Period Selection/Continuation/Conversion Notice
                  is delivered to you pursuant to Section 3.6 of the
                  Participation Agreement dated as of July 14, 2000 (the
                  "Participation Agreement"), among the Lessee, the Guarantor,
                  the Lessor Trust, the Owner Trustee, the Agent Certificate
                  Holder, the Certificate Holders, the Lenders, the
                  Administrative Agent and the Arranger as the same may be
                  amended, supplemented, amended and restated or otherwise
                  modified from time to time.

     R.M.E., Inc. (the "Lessee") hereby requests that on ___________,  20__, all
or any portion of the presently  outstanding  principal  amount of the Loans and
Certificate Holder Amounts:

               (1) which  are  presently  [Base  Rate  Loans/Certificate  Holder
          Amounts] [Eurodollar Loans/Certificate Holder Amounts with an Interest
          Period ending on _____ __, 20___],

               (2) be [continued as] [converted into],

               (3)  [Eurodollar   Loans/Certificate  Holder  Amounts  having  an
          Interest Period of ______ months].

         Any and all capitalized terms used in this Notice for
Selection/Continuation/ Conversion shall have the meaning ascribed thereto in
the Participation Agreement, unless specifically defined herein.

         The Lessee hereby certifies, represents and warrants that no Default or
Event of Default exists or will (after giving effect to the selection,
continuation or conversion requested hereby) exist.



<PAGE>




         The Lessee has caused this notice to be executed and delivered by its
Responsible Officer this _________ day of _____________________, 20_____.


                                                          R.M.E., INC.



                                                          By:
                                                          Name:
                                                          Title:




                                      C-2
<PAGE>



                                   EXHIBIT D-1
                          (TO PARTICIPATION AGREEMENT)


                          FORM OF OFFICER'S CERTIFICATE


         Pursuant to the Participation Agreement dated as of July 14, 2000 (the
"Participation Agreement"), among the Lessee, the Guarantor, the Lessor Trust,
the Owner Trustee, the Agent Certificate Holder, the Certificate Holders, the
Lenders, the Administrative Agent and the Arranger as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time. I,
____________________, _______________________ of [Guarantor/Lessee], do hereby
certify as follows (capitalized terms used herein shall have the meanings
ascribed thereto in the Participation Agreement):

          1. The representations and warranties of [Guarantor/Lessee] contained
in the Participation Agreement and other Operative Documents to which it is a
party are true, correct and complete on and as of the date hereof with the same
effect as if such representations and warranties had been made on and as of the
date hereof.

          2. [Guarantor/Lessee] has performed all agreements on its part
required to be performed under the Participation Agreement and the other
Operative Documents to which it is a party on or prior to the date hereof.

          3.    There exists on the date hereof no Default or Event of Default.

         IN WITNESS WHEREOF, I have signed my name this _______ day of
_____________, 20___.


                                                          [GUARANTOR/LESSEE]



                                                          By:__________________
                                                          Name:
                                                          Title:




<PAGE>


                                   EXHIBIT D-2
                          (TO PARTICIPATION AGREEMENT)


                         FORM OF SECRETARY'S CERTIFICATE


         The undersigned, ________________, the [______ Secretary] of
[Guarantor/Lessee], a [________] [("Guarantor/Lessee")], pursuant to the
Participation Agreement dated as of July 14, 2000 (the "Participation
Agreement"), among the Lessee, the Guarantor, the Lessor Trust, the Owner
Trustee, the Agent Certificate Holder, the Certificate Holders, the Lenders, the
Administrative Agent and the Arranger as the same may be amended, supplemented,
amended and restated or otherwise modified from time to time, does hereby
certify as follows (capitalized terms used herein shall have the meanings
ascribed thereto in the Participation Agreement):

                    1. Attached hereto as Exhibit A is a true, correct and
         complete copy of [Guarantor's/Lessee's] Certificate of Incorporation,
         as amended, and in effect on the date hereof, certified by the
         Secretary of State of the State of California.

                    2. Attached hereto as Exhibit B is a true, correct and
         complete copy of [Guarantor's/Lessee's] By-Laws, as amended, and in
         effect on the date hereof, and such by-laws have been in full force and
         effect since _________________, 20___ without modification or
         amendment.

                    3. Attached hereto as Exhibit C are true, correct and
         complete copies of all resolutions adopted by the Board of Directors
         (and shareholders) of [Guarantor/Lessee] relating to the Participation
         Agreement and the other Operative Documents to which [Guarantor/Lessee]
         is a party, which have not been amended or rescinded and are in full
         force and effect on the date hereof.

                    4. No proceeding for merger, consolidation,  liquidation,
         reorganization or dissolution of [Guarantor/Lessee] or the sale of all
         or substantially all of its assets is pending or contemplated.

                    5. The following persons are on the date hereof duly
         qualified and acting officers of [Guarantor/Lessee], duly elected or
         appointed to the offices set forth beside their respective names and
         signatures, and each such person who, as an officer of
         [Guarantor/Lessee], signed the Participation Agreement, any of the
         other Operative Documents or any other document delivered before or on
         the date hereof in connection with such agreements and documents and
         the transactions contemplated therein was, at the respective times of
         such signing and delivery, and is now duly elected or appointed,
         qualified and acting as such officer, and the signatures of such
         persons appearing on such documents are their genuine signatures:
<PAGE>

<TABLE>
<CAPTION>

<S>                                     <C>                                     <C>

                 NAME                                   OFFICE                               SIGNATURE

----------------------                  ----------------------                  ----------------------

----------------------                  ----------------------                  ----------------------

----------------------                  ----------------------                  ----------------------
</TABLE>

         IN WITNESS WHEREOF, I have signed my name this day ______ of
______________, 20__.


                                                          [GUARANTOR/LESSEE]



                                                          By:__________________
                                                          Name:
                                                          Title:




<PAGE>



                                   EXHIBIT D-3
                          (TO PARTICIPATION AGREEMENT)


                    FORM OF RESPONSIBLE OFFICER'S CERTIFICATE


         Pursuant to the Participation Agreement dated as of July 14, 2000 (the
"Participation Agreement"), among the Lessee, the Guarantor, the Lessor Trust,
the Owner Trustee, the Agent Certificate Holder, the Certificate Holders, the
Lenders, the Administrative Agent and the Arranger as the same may be amended,
supplemented, amended and restated or otherwise modified from time to time, I,
[name of Responsible Officer], [position of Responsible Officer] of
[Guarantor/Lessee] (the ["Guarantor"/"Lessee"]), do hereby certify as follows
(capitalized terms used herein shall have the meanings ascribed thereto in the
Participation Agreement):

          1. To my knowledge, the representations and warranties of the
[Guarantor/Lessee] contained in the Participation Agreement and other Operative
Documents to which it is a party are true and correct in all material respects
on and as of the date hereof with the same effect as if such representations and
warranties had been made on and as of the date hereof.

          2. To my knowledge, no Default or Event of Default has occurred and is
continuing under any Operative Document to which the [Guarantor/Lessee] is a
party.

          3. To my knowledge, each Operative Document to which the
[Guarantor/Lessee] is a party is in full force and effect with respect to it.

          4. The [Guarantor/Lessee] has duly performed and complied with all
conditions contained in the Participation Agreement or in any other Operative
Document required to be performed or complied with by it on or prior to the date
hereof.

         IN WITNESS WHEREOF, I have signed my name this ____ day of
_________________, 20__ and certify that I am the [position of Responsible
Officer] of the [Guarantor/Lessee].


                                                          [GUARANTOR/LESSEE]




                                                          By:__________________
                                                          Name:
                                                          Title:



<PAGE>


                                    EXHIBIT E
                          (TO PARTICIPATION AGREEMENT)


                             [INTENTIONALLY OMITTED]





<PAGE>



                                       F-4
                                    EXHIBIT F
                          (TO PARTICIPATION AGREEMENT)


                          FORM OF ASSIGNMENT AGREEMENT


To:      R.M.E., Inc., as the Lessee
         Harris Trust and Savings Bank, as Agent Certificate Holder and as
         Administrative Agent


         Reference is made to Section 12.1 of the Participation Agreement dated
as of July 14, 2000 (the "Participation Agreement"), among the Lessee, the
Guarantor, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder,
the Certificate Holders, the Lenders, the Administrative Agent and the Arranger
as the same may be amended, supplemented, amended and restated or otherwise
modified from time to time (the "Participation Agreement"). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings given
thereto in the Participation Agreement.

         [Name of assigning Participant] (the "Assignor") and [Name of Eligible
Lender Assignee/Eligible Certificate Holder Assignee] hereby agree as follows:

                    1. The Assignor hereby sells and assigns, without recourse,
         to the Assignee, and the Assignee hereby purchases and assumes from the
         Assignor, a [___]% interest in and to all the Assignor's rights and
         obligations under the Operative Documents as of the Effective Date (as
         defined below) (including, without limitation, such percentage interest
         in the [Lender] [Certificate Holder] Commitment of the Assignor on the
         Effective Date and such percentage interest in each [Loan] [Certificate
         Holder Amount] owing to the Assignor outstanding on the Effective Date
         together with such percentage interest in all unpaid [interest] [Yield]
         and fees (including those fees under Section 4.4 of the Participation
         Agreement) accrued to the Effective Date).

                    2. The Assignor (a) represents and warrants that as of the
         date hereof its [Lender] [Certificate Holder] Commitment (without
         giving effect to assignments thereof which have not yet become
         effective) is $[_____________], and the outstanding aggregate principal
         balance of its [Loans] [Certificate Holder Amounts] (without giving
         effect to assignments thereof which have not yet become effective) is
         $_____________] and (b) makes no representation or warranty and assumes
         no responsibility (i) with respect to any statements, warranties or
         representations made in or in connection with any Operative Document or
         the execution, legality, validity, enforceability, genuineness,
         sufficiency or value of any Operative Document or any other instrument
         or document furnished thereunder or pursuant thereto, except that it
         represents and warrants that it is the legal and beneficial owner of
         the interests being assigned by it hereunder and that such interests
         are free and clear of adverse claims, and (ii) with respect to the
         financial position of the Lessee or the Guarantor or the performance or
         observance by the Lessee or the Guarantor of any of their respective
         obligations under any Operative Document or any other instrument or
         document furnished thereunder or pursuant thereto.
<PAGE>

                    3. The Assignee (a) represents and warrants that it is
         legally authorized to enter into this Assignment Agreement; (b)
         confirms that it has received a copy of each of the Participation
         Agreement, the Lease and the Loan Agreement, together with copies of
         the most recent financial statements delivered pursuant to Section
         10.1(c) of the Participation Agreement and such other documents and
         information as it has deemed appropriate to make its own credit
         analysis and decision to enter into this Assignment Agreement; (c)
         agrees that it will, independently and without reliance upon the
         Administrative Agent, the Agent Certificate Holder, the Owner Trustee,
         the Assignor or any other Participant and based on such documents and
         information as it shall deem appropriate at the time, continue to make
         its own credit decisions in taking or not taking action under any
         Operative Document; (d) appoints and authorizes the Administrative
         Agent and the Agent Certificate Holder, as applicable, to take such
         action on its behalf and to exercise such powers under the Operative
         Documents as are delegated to the Administrative Agent and the Agent
         Certificate Holder, as applicable, by the terms thereof, together with
         such powers as are reasonably incidental thereto; and (e) agrees that
         it will perform in accordance with its terms all the obligations which
         by the terms of the Operative Documents are required to be performed by
         it as a Participant.

                    4. From and after the Effective Date (a) the Assignee shall
         be party to and be bound by the provisions of the Operative Documents
         as a [Lender] [Certificate Holder] and, to the extent of its interests
         assigned by this Assignment Agreement, have the rights and obligations
         of a ["Lender"] ["Certificate Holder"] and as a "Participant"
         thereunder and (b) the Assignor shall, to the extent of its interests
         assigned by this Assignment Agreement, relinquish its rights and be
         released from its obligations under the Operative Documents.

                    5. This Assignment Agreement will be delivered to each of
         the Administrative Agent, the Agent Certificate Holder and the Owner
         Trustee together with a transfer fee of $3,500 payable by the Assignor
         or the Assignee to the Administrative Agent for its own account.

                    6. The Assignor shall surrender to the Administrative Agent
         its [Note or Notes] [Certificate or Certificates] representing the
         Assignor's interest in and to all the Assignor's rights and obligations
         under the Operative Documents, and the Administrative Agent will (upon
         execution and delivery thereof by the Lessor Trust) promptly provide to
         the Assignor and the Assignee separate promissory notes in the amount
         of their respective interests substantially in the form of the original
         [Note] [Certificate] Lessor Trust (each such note with a notation
         thereon that it is given in substitution for and replacement of the
         original [Note] [Certificate] or any replacement notes thereof).

                    7.  THIS  ASSIGNMENT  AGREEMENT  SHALL  BE  GOVERNED  BY AND
               CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA.

                    8. The effective date of this Assignment  Agreement shall be
               _____________ ___, 20___ (the "Effective Date").


                                      F-2
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed and delivered by their respective duly authorized
officers as of the date first written above.


Adjusted Commitment                                       [      ],
                                                             as Assignor
Commitment to make Loans:
$----------------
Commitment Percentage:  _____%                            By:-------------------
                                                                       Name:
Commitment to advance                                                  Title:
Certificate Holder Amounts:
$----------------
Commitment Percentage:  _____%


Commitment                                                [      ],
                                                             as Assignee
Commitment to make Loans:
$----------------
Commitment Percentage:  _____%                            By:-------------------
                                                                       Name:
Commitment to advance                                                  Title:
Certificate Holder Amounts:
$----------------
Commitment Percentage:  _____%


                                      F-3
<PAGE>



Agreed to and Accepted:


R.M.E., INC.
   as Lessee



By:_________________________________________________________
Name:
Title:

HARRIS TRUST AND SAVINGS BANK,
   as Administrative Agent and as Agent
   Certificate Holder



By:_________________________________________________________
Name:
Title:



                                      F-4
<PAGE>



                                    EXHIBIT G
                          (TO PARTICIPATION AGREEMENT)


                          FORM OF LOCAL COUNSEL OPINION

         [Certain of the opinions in Exhibit A-2 may be given by local counsel.]








                                      G-1
<PAGE>



                                    EXHIBIT H
                          (TO PARTICIPATION AGREEMENT)


                         FORM OF COMPLETION CERTIFICATE


         TO: Agent Certificate Holder, Administrative Agent, Lessor Trust, Owner
Trustee, Certificate Holders and Lenders pursuant to the Participation Agreement
dated as of July 14, 2000 (the "Participation Agreement"), among the Lessee, the
Guarantor, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder,
the Certificate Holders, the Lenders, the Administrative Agent and the Arranger
as the same may be amended, supplemented, amended and restated or otherwise
modified from time to time (capitalized terms used herein shall have the
meanings ascribed thereto in the Participation Agreement).

         The Lessee certifies to each of you, as of ___________________, 20___,
as follows:

                    1. The construction of the Subject Improvements described in
         Construction Agency Agreement Supplement No. ____ has been completed in
         all material respects in accordance with the applicable Plans and
         Specifications, the Construction Agency Agreement and the other
         Operative Documents, and in compliance in all material respects with
         all Requirements of Law and Insurance Requirements and in all material
         respects with all information, requirements and assumptions used in
         delivering the Appraisal with respect to the Property.

                    2.     All applicable Governmental Action has been taken.

                    3. The Property as modified by such Subject  Improvements is
               subject to and  governed by all of the  provisions  of the Master
               Lease and the other Operative Documents.

                    4. The  representations and warranties set forth in Sections
               8.2  and  8.3 of the  Participation  Agreement  (other  than  any
               representations  and warranties  made only as of a specific date,
               each of which was true and  correct as of the date when made) are
               true and correct as of the date hereof as if such representations
               and warranties were set forth herein in full.

                    5.  The   aggregate   Property  Cost  for  the  Property  is
               $_____________.

                    6. All amounts owing to third  parties for the  Construction
               of such Subject  Improvements  on the Property  have been paid in
               full.

                                       H-1
<PAGE>



                    7. No changes or modifications were made to the Plans and
         Specifications relating to such Subject Improvements after the
         Acquisition Date that have had a Material Adverse Effect on the value,
         use or useful life of the Property.

               IN WITNESS  WHEREOF,  I have  signed my name this  _______ day of
          ______________, 20__. R.M.E., INC.



                                                          By:
                                                          Name:
                                                          Title:



                                       H-2
<PAGE>


                                    EXHIBIT L
                          (TO PARTICIPATION AGREEMENT)


                             [INTENTIONALLY OMITTED]








                                       L-1
<PAGE>




                                    EXHIBIT M
                           TO PARTICIPATION AGREEMENT

                                     FORM OF
                             COMPLIANCE CERTIFICATE


To:      Harris Trust and Savings Bank,
           as Administrative Agent and
           as Agent Certificate Holder,
           and the Lenders and Certificate
           Holders which are parties to the
           Participation Agreement
           referred to below

         Reference is made to the Participation Agreement dated as of July 14,
2000 (as amended or otherwise modified from time to time, the "Participation
Agreement") among the Lessee, Robert Mondavi Properties, Inc. and The Robert
Mondavi Corporation ("RMC"), Lodi 2000 Distribution Trust, as Lessor Trust (the
"Lessor Trust"), First Security Bank, National Association, in its individual
capacity and as Owner Trustee (the "Owner Trustee"), Harris Trust and Savings
Bank, as Agent Certificate Holder, the Lenders and the Certificate Holders.
Terms used but not otherwise defined herein are used herein as defined in the
Participation Agreement.

               I.   Report.   Enclosed   herewith  are  copies  of  the  [annual
          audit/quarterly]  reports of RMC as at  ___________,  __________  (the
          "Computation  Date"),  which reports fairly presents the  consolidated
          financial position of RMC and its Subsidiaries,  as of the Computation
          Date.

               II.  Financial  Tests.  RMC hereby  certifies and warrants to you
          that  the  attached  are a  true  and  correct  computation  as at the
          Computation Date of the ratios and/or financial restrictions contained
          in the Participation Agreement.

               III.  Defaults.  RMC hereby further certifies and warrants to you
          that no Event of Default or  Unmatured  Event of Default has  occurred
          and is continuing.





<PAGE>


         IN WITNESS WHEREOF, RMC has caused this Certificate to be executed and
delivered by its duly authorized officer this _______ day of ____________, 20__.


                                             THE ROBERT MONDAVI CORPORATION


                                           By:_________________________________
                                             Title:____________________________




                                       H-2
<PAGE>



                      Attachment to Compliance Certificate

                         Computation of Financial Tests




                                       H-3
<PAGE>




================================================================================




                         MASTER LEASE AND DEED OF TRUST
                      THIS DOCUMENT SECURES FUTURE ADVANCES




                            Dated as of July 14, 2000



                                     between



                          LODI 2000 DISTRIBUTION TRUST
                                as Lessor Trust,


                                       and



                                  R.M.E., INC.,
                                 as the Lessee,

         To the extent, if any, that this Master Lease and Deed of Trust
constitutes chattel paper (as such term is defined in the Uniform Commercial
Code as in effect in any applicable jurisdiction), no lien on this Master Lease
and Deed of Trust may be created through the transfer or possession of any
counterpart other than the original counterpart containing the receipt therefor
executed by Harris Trust and Savings Bank as the Administrative Agent for the
Lenders, on or following the signature page hereof. This counterpart is [not]
the original counterpart.




================================================================================


                                       H-4
<PAGE>

<TABLE>
<CAPTION>



                                TABLE OF CONTENTS
<S>                       <C>                                                                                <C>

SECTION                                                HEADING                                                PAGE

ARTICLE I                  DEFINITIONS............................................................................2


ARTICLE II                 MASTER LEASE...........................................................................2

       Section 2.1.        Acceptance and Lease of Property.......................................................2
       Section 2.2.        Acceptance Procedure...................................................................2
       Section 2.3.        Lease Term.............................................................................2
       Section 2.4.        Title..................................................................................3

ARTICLE III                PAYMENT OF RENT........................................................................3

       Section 3.1.        Rent3
       Section 3.2.        Payment of Rent........................................................................3
       Section 3.3.        Supplemental Rent......................................................................3
       Section 3.4.        Method of Payment......................................................................4

ARTICLE IV                 QUIET ENJOYMENT; RIGHT TO INSPECT......................................................4

       Section 4.1.        Quiet Enjoyment........................................................................4
       Section 4.2.        Right to Inspect.......................................................................4

ARTICLE V                  NET LEASE, ETC.........................................................................5

       Section 5.1.        Net Lease..............................................................................5
       Section 5.2.        No Termination or Abatement............................................................6

ARTICLE VI                 SUBLEASES..............................................................................6

       Section 6.1.        Subletting.............................................................................6

ARTICLE VII                LESSEE ACKNOWLEDGMENTS.................................................................7

       Section 7.1.        Condition of the Property..............................................................7
       Section 7.2.        Risk of Loss...........................................................................7

ARTICLE VIII               POSSESSION AND USE OF THE PROPERTY, ETC................................................8

       Section 8.1.        Utility Charges........................................................................8
       Section 8.2.        Possession and Use of the Property.....................................................8
       Section 8.3.        Compliance with Requirements of Laws and Insurance Requirements........................8
       Section 8.4.        Assignment by Lessee...................................................................8

ARTICLE IX                 MAINTENANCE AND REPAIR; RETURN.........................................................9

       Section 9.1.        Maintenance and Repair; Return.........................................................9
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>

<S>                       <C>                                                                                   <C>


ARTICLE X                  MODIFICATIONS, ETC.....................................................................9

       Section 10.1.       Modifications, Substitutions and Replacement...........................................9
       Section 10.2.       Notice to the Agent Certificate Holder and Administrative Agent.......................10

ARTICLE XI                 WARRANTY OF TITLE; EASEMENTS..........................................................11

       Section 11.1.       Warranty of Title.....................................................................11
       Section 11.2.       Grants and Releases of Easements; Lessor Trust and Certificate Holders'
                               Waivers...........................................................................11

ARTICLE XII                PERMITTED CONTESTS....................................................................12

       Section 12.1.       Permitted Contest.....................................................................12

ARTICLE XIII               INSURANCE.............................................................................13

       Section 13.1.       Basic Lease Term......................................................................13
       Section 13.2.       Interim Lease Term....................................................................14
       Section 13.3.       Insurance Coverage....................................................................14

ARTICLE XIV                CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS......................................15

       Section 14.1.       Risk of Loss, Damage or Destruction...................................................15
       Section 14.2.       Casualty and Condemnation.............................................................16
       Section 14.3.       Environmental Matters.................................................................18
       Section 14.4.       Notice of Environmental Matters.......................................................18

ARTICLE XV                 TERMINATION OF LEASE..................................................................19

       Section 15.1.       Partial Termination Upon Certain Events...............................................19
       Section 15.2.       Partial Termination Procedures........................................................20

ARTICLE XVI                EVENTS OF DEFAULT.....................................................................22

       Section 16.1.       Lease Events of Default...............................................................22
       Section 16.2.       Remedies..............................................................................25
       Section 16.3.       Waiver of Certain Rights..............................................................29
       Section 16.4.       Deed of Trust Remedies................................................................29
       Section 16.5.       Limitation on Recourse With Respect to Uncompleted Properties and in
                               Connection with Limited Recourse Defaults.........................................30
       Section 16.6.       Conveyance Upon Construction Return or Limited Recourse Default.......................30

ARTICLE XVII               AGENT CERTIFICATE HOLDER'S RIGHT TO CURE..............................................31
</TABLE>

                                      -ii-
<PAGE>

<TABLE>
<CAPTION>

<S>                       <C>                                                                                   <C>

       Section 17.1.       The Agent Certificate Holder's Right to Cure the Lessee's Lease Defaults..............31

ARTICLE XVIII              PURCHASE PROVISIONS...................................................................32

       Section 18.1.       Purchase of the Property..............................................................32
       Section 18.2.       Expiration Date Purchase Obligation...................................................32
       Section 18.3.       Acceleration of Purchase Obligation...................................................33

ARTICLE XIX                EXTENSION OF EXPIRATION DATE..........................................................33

       Section 19.1.       Extension of Expiration Date..........................................................33

ARTICLE XX                 REMARKETING OPTION....................................................................33

       Section 20.1.       Option to Remarket....................................................................33
       Section 20.2.       Procedures During Remarketing.........................................................34
       Section 20.3.       Remedies for Failed Remarketing.......................................................36
       Section 20.4.       No Sale of Property...................................................................37

ARTICLE XXI                PROCEDURES RELATING TO PURCHASE OR REMARKETING OPTIONS................................38

       Section 21.1.       Provisions Relating to the Exercise of Purchase Option or Obligation
                               and Conveyance upon Remarketing; Conveyance upon Certain Other
                               Events............................................................................38

ARTICLE XXII               ESTOPPEL CERTIFICATES.................................................................39

       Section 22.1.       Estoppel Certificates.................................................................39

ARTICLE XXIII              ACCEPTANCE OF SURRENDER...............................................................40

       Section 23.1.       Acceptance of Surrender...............................................................40

ARTICLE XXIV               NO MERGER OF TITLE....................................................................40

       Section 24.1.       No Merger of Title....................................................................40

ARTICLE XXV                INTENT OF THE PARTIES.................................................................40

       Section 25.1.       Ownership of the Property.............................................................40

ARTICLE XXVI               MISCELLANEOUS.........................................................................41

       Section 26.1.       Severability; Perpetuities; Etc.......................................................41
       Section 26.2.       Amendments and Modifications..........................................................41
       Section 26.3.       No Waiver.............................................................................41
       Section 26.4.       Notices...............................................................................42
       Section 26.6.       Headings and Table of Contents........................................................42
       Section 26.7.       Counterparts..........................................................................42
</TABLE>
                                     -iii-
<PAGE>

<TABLE>
<CAPTION>

        <S>                <C>                                                                                  <C>

       Section 26.8.       Governing Law.........................................................................42
       Section 26.9.       Original Lease........................................................................42
       Section 26.10.      Time of Essence.......................................................................42
       Section 26.11.      Ground Lease..........................................................................42
       Section 26.12.      Acceptance of Trust, Notice of Indemnification........................................43
       Section 26.13.      Powers of Trustee.....................................................................43
       Section 26.14.      Reconveyance..........................................................................43
       Section 26.15.      No Liability on Trustee or Lessor Trust...............................................43
       Section 26.16.      Moneys Received by Trustee............................................................44





EXHIBIT A-1                                                                                                   A-1-1
</TABLE>

                                      -iv-

<PAGE>



                         MASTER LEASE AND DEED OF TRUST
                      THIS DOCUMENT SECURES FUTURE ADVANCES

         THIS MASTER LEASE AND DEED OF TRUST (this "Master Lease"), dated as of
July 14, 2000 among R.M.E., INC., a California corporation, as Lessee and whose
principal offices are located at 7801 St. Helena Highway, Oakville, California
94562 (the "Lessee") and LODI 2000 DISTRIBUTION TRUST, a grantor trust, as
Lessor Trust and whose principal offices are located at c/o First Security Bank,
National Association, Attn: Corporate Trust Administration (in such capacity,
the "Lessor Trust").


                                   WITNESSETH:

         WHEREAS, pursuant to a Participation Agreement dated as of the date
hereof (as amended, modified, restated or supplemented from time to time, the
"Participation Agreement"), among R.M.E., Inc., as the Lessee and the
Construction Agent, the Guarantor, the Lessor Trust, the Owner Trustee, the
Agent Certificate Holder, the various financial institutions as are or may from
time to time become Certificate Holders hereunder (the "Certificate Holders") or
lenders under the Loan Agreement (the "Lenders"), and BMO Global Capital
Solutions, Inc., as Arranger (in such capacity, the "Arranger") and Harris Trust
and Savings Bank, as Administrative Agent (in such capacity, the "Administrative
Agent") for the Lenders, the Lenders and the Certificate Holders have agreed to
finance the acquisition and construction of the Property;

     WHEREAS,  on each  Acquisition  Date,  the  Lessor  Trust (on behalf of the
Certificate  Holders)  will either (a) purchase  from one or more third  parties
designated by the  Construction  Agent, or (b) lease pursuant to a ground lease,
certain parcels of Land or Property;

     WHEREAS, the Lessee, as Construction Agent for the Lessor Trust, will cause
the  construction  of  certain  Improvements  on the Land  for each  Uncompleted
Property which as constructed  will be the property of the Lessor Trust and will
become part of the Property;

     WHEREAS,  the Property may consist of Completed  Properties and Uncompleted
Properties;

     WHEREAS,  the Lessor Trust  desires to lease to the Lessee,  and the Lessee
desires to lease from the Lessor  Trust,  the  Property  specified in each Lease
Supplement; and

     WHEREAS, the Property will be subject to the terms of this Master Lease and
the Lease Supplement;

     NOW,  THEREFORE,  in consideration of the foregoing,  and of other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto agree as follows:
<PAGE>



                                    ARTICLE I


                                   DEFINITIONS

     Section 1.1.  Definitions;  Interpretation.  Capitalized terms used but not
otherwise defined in this Master Lease have the respective meanings specified in
Appendix A to the Participation  Agreement;  and the rules of interpretation set
forth in Appendix A to the  Participation  Agreement  shall apply to this Master
Lease.


                                   ARTICLE II


                                  MASTER LEASE

         Section 2.1. Acceptance and Lease of Property. Subject to the
conditions set forth in the Participation Agreement, including without
limitation the satisfaction or waiver of the conditions set forth in Article VI
thereof, the Lessor Trust hereby agrees to accept, pursuant to the terms of the
Participation Agreement, delivery on each Acquisition Date of the Land or
leasehold interest therein, as applicable, to be delivered by the seller or
ground lessor of the Land on such Acquisition Date, and simultaneously to demise
and lease to the Lessee hereunder and under the Lease Supplement for the Lease
Term, the Lessor Trust's interest in such Land, together with any Improvements
which thereafter may be constructed on such Land pursuant to the Construction
Agency Agreement or this Master Lease, and the Lessee hereby agrees, expressly
for the direct benefit of the Lessor Trust, the Agent Certificate Holder and the
Certificate Holders, to lease from the Lessor Trust for the Lease Term the
interest of the Lessor Trust in such Land identified in the Lease Supplement,
together with any Improvements which thereafter may be constructed on such Land
pursuant to the Construction Agency Agreement and this Master Lease.

         Section 2.2. Acceptance Procedure. The Lessee hereby agrees that the
execution and delivery by it of a Lease Supplement on or as of each Acquisition
Date shall, without further act, constitute the irrevocable acceptance by the
Lessee of the Property set forth in such Lease Supplement for all purposes of
this Master Lease and the other Operative Documents on the terms set forth
therein and herein, and that such Property, together with any Improvements
constructed on the Property pursuant to the Construction Agency Agreement and
this Master Lease, shall be deemed to be included in the leasehold estate of
this Master Lease and shall be subject to the terms and conditions of this
Master Lease as of the Acquisition Date.

         Section 2.3. Lease Term. The Lease Term for each Uncompleted Property
shall consist of an interim lease term (the "Interim Lease Term") and a basic
lease term (the "Basic Lease Term") and the Lease Term for each Improved
Property shall consist of a Basic Lease Term only. The Interim Lease Term of
this Master Lease shall commence on (and include) the Acquisition Date for each
Uncompleted Property and end on (but exclude) the Completion Date for such
Property. The Basic Lease Term of this Master Lease for each Property shall be
as follows: (a) with respect to each Uncompleted Property, the Basic Lease Term
shall commence on (and include) the Completion Date for such Property and end on

                                       2
<PAGE>

(but exclude) the Expiration Date and (b) with respect to each Improved
Property, the Basic Lease Term shall commence on (and include) the Acquisition
Date of such Property and end on (but exclude) the Expiration Date.

         Section 2.4. Title. Each Property is leased to the Lessee without any
representation or warranty, express or implied, by Lessor Trust, Agent
Certificate Holder or any Certificate Holder and subject to the rights of
parties in possession, the existing state of title (including, without
limitation, all Liens other than Lessor Liens) and all applicable Requirements
of Law. The Lessee shall not in any event have any recourse against the Lessor
Trust, Agent Certificate Holder or any Certificate Holder for any defect in or
exception to title to any Property or leasehold interest therein other than
resulting from Lessor Liens attributable to the Lessor Trust, Agent Certificate
Holder or such Certificate Holder.


                                   ARTICLE III


                                 PAYMENT OF RENT

     Section 3.1.  Rent.  (a) During the Lease Term,  the Lessee shall pay Basic
Rent to the Lessor Trust on each  Scheduled  Payment  Date, on the date required
under  Section  20.2(h)  in  connection  with  the  Lessee's   exercise  of  the
Remarketing Option and, with respect to any Property,  on any date on which this
Master Lease shall terminate with respect to such Property; provided that during
the Interim Lease Term of any  Uncompleted  Property the Lessee's  obligation to
pay Basic Rent shall be subject to the limitations set forth in the Construction
Agency Agreement.

         (b) Neither the Lessee's inability or failure to take possession of all
or any portion of any Property when delivered by the Lessor Trust, nor the
inability or failure of the Lessor Trust to deliver all or any portion of any
Property to the Lessee on or before the Acquisition Date, whether or not
attributable to any act or omission of the Lessee or any act or omission of the
Lessor Trust or any Certificate Holder, or for any other reason whatsoever,
shall delay or otherwise affect such Lessee's obligation to pay Rent for such
Property in accordance with the terms of this Master Lease.

     Section 3.2.  Payment of Rent.  Rent shall be paid  absolutely  net to each
Person  entitled  thereto,  so that this Master Lease shall yield to such Person
the full amount thereof, without setoff, deduction or reduction.

     Section 3.3. Supplemental Rent. The Lessee shall pay to the Lessor Trust or
any other Person entitled thereto any and all Supplemental  Rent promptly as the
same  shall  become  due  and  payable,  and  if the  Lessee  fails  to pay  any
Supplemental  Rent  and such  failure  shall  continue  beyond  the cure  period
provided in Section 16.1(b),  the Lessor Trust and such other Persons shall have
all  rights,  powers  and  remedies  provided  for herein or by law or equity or
otherwise in the case of nonpayment  of Basic Rent.  The Lessee shall pay to the
Lessor Trust, as Supplemental  Rent,  among other things,  (i) all rent,  taxes,
insurance  and any other  amounts  payable by Lessor  Trust as Tenant  under any
ground lease which is subjected to this Master Lease and (ii) on demand,  to the
extent permitted by applicable  Requirements of Law,  interest at the applicable
Overdue Rate on any  installment  of Basic Rent not paid when due for the period


                                       3
<PAGE>

for which the same shall be overdue and on any payment of Supplemental  Rent not
paid when due for the period from the due date until the same shall be paid. The
expiration or other  termination  of the Lessee's  obligations to pay Basic Rent
hereunder  shall not limit or modify the  obligations of the Lessee with respect
to Supplemental  Rent. Unless expressly  provided otherwise in this Master Lease
or in the  Participation  Agreement,  in the event of any failure on the part of
the  Lessee to pay and  discharge  any  Supplemental  Rent as and when due,  the
Lessee shall also promptly pay and discharge any fine, penalty, interest or cost
which may be assessed  or added  against  any  Participant  by a third party for
nonpayment or late payment of such  Supplemental  Rent,  all of which shall also
constitute Supplemental Rent.

         Section 3.4. Method of Payment. Each payment of Rent payable by the
Lessee to the Lessor Trust under this Lease or any other Operative Document
shall be made by the Lessee to the Administrative Agent as assignee of the
Lessor Trust under the Assignment of Lease and Rent (or, if all Loans and all
other amounts owing to the Lenders under the Loan Agreement and the other
Operative Documents have been paid in full and all Commitments of the Lenders
have been permanently terminated, to the Agent Certificate Holder) prior to
12:00 (Noon), Chicago time to the Account in immediately available funds
consisting of lawful currency of the United States of America on the date when
such payment shall be due. Payments received after 12:00 (Noon), Chicago time on
the date due shall for the purpose of Section 16.1 hereof be deemed received on
such day; provided, however, that for the purposes of the second sentence of
Section 3.3, such payments shall be deemed received on the next succeeding
Business Day and shall accrue interest at the Overdue Rate as provided in such
Section 3.3.


                                   ARTICLE IV


                        QUIET ENJOYMENT; RIGHT TO INSPECT

         Section 4.1. Quiet Enjoyment. Subject to the terms of each of the
Operative Documents, the Lessee shall peaceably and quietly have, hold and enjoy
each Property for the Lease Term, free of any claim or other action by the
Lessor Trust or the Certificate Holders or anyone claiming by, through or under
the Lessor Trust or the Certificate Holders with respect to any matters arising
from and after the Acquisition Date. Such right of quiet enjoyment is
independent of, and shall not affect the rights of the Lessor Trust or the
Certificate Holders (or anyone claiming by, through or under the Agent
Certificate Holder or the Certificate Holders) otherwise to initiate legal
action to enforce, the obligations of the Lessee under this Master Lease.

         Section 4.2. Right to Inspect. During the Lease Term, the Lessee shall
upon reasonable notice (except that no notice shall be required if a Lease Event
of Default has occurred and is continuing), and from time to time, permit the
Agent Certificate Holder, any Certificate Holder, the Administrative Agent, any
Lender, and their respective authorized representatives to inspect the Property
subject to this Master Lease during normal business hours.


                                       4
<PAGE>


                                    ARTICLE V


                                 NET LEASE, ETC.

         Section 5.1. Net Lease. This Master Lease shall constitute a net lease.
Any present or future law to the contrary notwithstanding, this Master Lease
shall not terminate, nor shall the Lessee be entitled to any abatement,
suspension, deferment, reduction, setoff, counterclaim, or defense with respect
to the Rent, nor shall the obligations of the Lessee hereunder be affected
(except as expressly herein permitted and by performance of the obligations in
connection therewith) by reason of: (i) any defect in the condition,
merchantability, design, construction, quality or fitness for use of any
Property or any part thereof, or the failure of any Property to comply with all
Requirements of Law, including any inability to occupy or use any Property by
reason of such non-compliance; (ii) any damage to, removal, abandonment,
salvage, loss, contamination of or Release from, scrapping or destruction of or
any requisition or taking of any Property or any part thereof; (iii) any
restriction, prevention or curtailment of or interference with the construction
on or any use of any Property or any part thereof including eviction; (iv) any
defect in title of or rights to any Property or any Lien on such title or rights
or on any Property (other than Lessor Liens); (v) any change, waiver, extension,
indulgence or other action or omission or breach in respect of any obligation or
liability of or by the Administrative Agent, the Lessor Trust, the Agent
Certificate Holder or any Participant; (vi) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceedings relating to the Lessee, the Guarantor, the Administrative Agent, the
Lessor Trust, any Participant or any other Person, or any action taken with
respect to this Master Lease by any trustee or receiver of the Lessee, the
Guarantor, the Administrative Agent, the Lessor Trust, the Agent Certificate
Holder, any Participant or any other Person, or by any court in any such
proceeding; (vii) any claim that the Lessee or the Guarantor has or might have
against any Person, including without limitation the Administrative Agent, the
Lessor Trust, the Agent Certificate Holder, any Participant, or any vendor,
manufacturer, contractor of or for any Property; (viii) any failure on the part
of the Lessor Trust, the Agent Certificate Holder or any other Certificate
Holder to perform or comply with any of the terms of this Master Lease (other
than performance by the Lessor Trust, the Agent Certificate Holder or the
Certificate Holders of their obligations set forth in Section 2.1 hereof), of
any other Operative Document or of any other agreement; (ix) any invalidity or
unenforceability or illegality or disaffirmance of this Master Lease against or
by the Lessee or the Guarantor or any provision hereof or any of the other
Operative Documents or any provision of any thereof; (x) the impossibility or
illegality of performance by the Lessee, the Guarantor, the Lessor Trust, the
Agent Certificate Holder, the Certificate Holders or all of them; (xi) any
action by any court, administrative agency or other Governmental Authority; or
(xii) any other cause or circumstances whether similar or dissimilar to the
foregoing and whether or not the Lessee shall have notice or knowledge of any of
the foregoing. The Lessee's agreement in the preceding sentence shall not affect
any claim, action or right the Lessee may have against the Lessor Trust, the
Agent Certificate Holder, the Certificate Holders or any other Participants. The
parties intend that the obligations of the Lessee hereunder shall be covenants
and agreements that are separate and independent from any obligations of the
Lessor Trust, the Agent Certificate Holder or the Certificate Holders hereunder
or under any other Operative Documents, and the obligations of the Lessee shall
continue unaffected unless such obligations shall have been modified or
terminated in accordance with an express provision of this Master Lease.


                                       5
<PAGE>

         Section 5.2. No Termination or Abatement. The Lessee shall remain
obligated under this Master Lease in accordance with its terms and shall not
take any action to terminate, rescind or avoid this Master Lease (except as
provided herein), notwithstanding any action for bankruptcy, insolvency,
reorganization, liquidation, dissolution, or other proceeding affecting any
Participant, or any action with respect to this Master Lease which may be taken
by any trustee, receiver or liquidator of any Participant or by any court with
respect to any Participant. The Lessee hereby waives, to the extent permitted by
law, all right (i) to terminate or surrender this Master Lease (except as
provided herein) or (ii) to avail itself of any abatement, suspension,
deferment, reduction, setoff, counterclaim or defense with respect to any Rent.
The Lessee shall remain obligated under this Master Lease in accordance with its
terms and the Lessee hereby waives, to the extent permitted by law, any and all
rights now or hereafter conferred by statute or otherwise to modify or to avoid
strict compliance with its obligations under this Master Lease. Notwithstanding
any such statute or otherwise, the Lessee shall be bound by all of the terms and
conditions contained in this Master Lease and the Lease Supplement.


                                   ARTICLE VI


                                   SUBLEASES

         Section 6.1. Subletting. The Lessee may sublease the Property or any
portion thereof to any Person; provided, however, that: (a) no sublease or other
relinquishment of possession of the Property shall in any way discharge or
diminish any of the Lessee's obligations to the Lessor Trust, the Agent
Certificate Holder or the Certificate Holders hereunder and Lessee shall remain
directly and primarily liable under this Master Lease and the Lease Supplement;
(b) each sublease of the Property shall expressly be made subject to and
subordinated to this Master Lease and the Lease Supplement and to the rights of
the Lessor Trust, the Agent Certificate Holder and the Certificate Holders
hereunder; (c) each sublease shall expressly provide for the surrender of the
Property or portion thereof by the applicable sublessee at the election of the
Administrative Agent or the Agent Certificate Holder (as applicable) after the
occurrence of a Lease Event of Default; and (d) each sublease shall expressly
provide for termination prior to the Expiration Date unless the Lessee elects to
purchase the Property pursuant to Section 18.1.
<PAGE>


                                   ARTICLE VII


                             LESSEE ACKNOWLEDGMENTS

         Section 7.1. Condition of the Property. LESSEE ACKNOWLEDGES AND AGREES
THAT ALTHOUGH THE LESSOR Trust WILL OWN AND HOLD TITLE TO THE IMPROVEMENTS
RELATING TO EACH PROPERTY, THE CONSTRUCTION AGENT IS SOLELY RESPONSIBLE UNDER
THE TERMS OF THE CONSTRUCTION AGENCY AGREEMENT FOR THE DESIGN, DEVELOPMENT,
BUDGETING AND CONSTRUCTION OF THE IMPROVEMENTS AND ANY ALTERATIONS OR
MODIFICATIONS. LESSEE FURTHER ACKNOWLEDGES AND AGREES THAT IT IS LEASING EACH
PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR


                                       6
<PAGE>

IMPLIED) BY THE ADMINISTRATIVE AGENT, THE LESSOR TRUST, THE AGENT CERTIFICATE
HOLDER, ANY CERTIFICATE HOLDER OR ANY LENDER AND IN EACH CASE SUBJECT TO (A) THE
EXISTING STATE OF TITLE (EXCLUDING LESSOR LIENS), (B) THE RIGHTS OF ANY PARTIES
IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR
PHYSICAL INSPECTION MIGHT SHOW AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH
MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. NEITHER THE
ADMINISTRATIVE AGENT, NOR THE LESSOR TRUST, NOR THE AGENT CERTIFICATE HOLDER,
NOR ANY CERTIFICATE HOLDER NOR ANY LENDER HAS MADE OR SHALL BE DEEMED TO HAVE
MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) OR SHALL BE
DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR
LIENS ATTRIBUTABLE TO THE LESSOR TRUST, SUCH CERTIFICATE HOLDER OR SUCH LENDER),
VALUE, SUITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF ANY
PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR
COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY
PART THEREOF) AND NEITHER THE ADMINISTRATIVE AGENT, NOR THE LESSOR TRUST, NOR
THE AGENT CERTIFICATE HOLDER, NOR ANY CERTIFICATE HOLDER NOR ANY LENDER SHALL BE
LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR
LIENS ATTRIBUTABLE TO THE LESSOR TRUST, SUCH CERTIFICATE HOLDER OR SUCH LENDER)
OR THE FAILURE OF ANY PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY
REQUIREMENT OF LAW.

         Section 7.2. Risk of Loss. During the Lease Term the risk of loss of or
decrease in the enjoyment and beneficial use of each Property as a result of the
damage or destruction thereof by fire, the elements, casualties, thefts, riots,
wars or otherwise is assumed by the Lessee (subject to the provisions of the
Construction Agency Agreement), and neither Lessor Trust, nor Agent Certificate
Holder nor any Certificate Holder shall in any event be answerable or
accountable therefor.


                                  ARTICLE VIII


                    POSSESSION AND USE OF EACH PROPERTY, ETC.

         Section 8.1. Utility Charges. The Lessee shall pay or cause to be paid
all charges for electricity, power, gas, oil, water, telephone, sanitary sewer
service and all other rents and utilities used in or on each Property during the
Lease Term; subject to reimbursement of any such costs during the Interim Lease
Term for any Uncompleted Property. Lessee shall be entitled to receive any
credit or refund with respect to any utility charge paid by Lessee and the
amount of any credit or refund received by the Lessor Trust or the Certificate
Holders on account of any utility charges paid by Lessee, net of the costs and
expenses reasonably incurred by the Lessor Trust or the Certificate Holders in
obtaining such credit or refund, shall be promptly paid over to Lessee.

         Section 8.2. Possession and Use of each Property. The Lessee covenants
that prior to the Completion Date therefor, each Uncompleted Property shall be
used in a manner consistent with the Construction Agency Agreement and, after


                                       7
<PAGE>

the Completion Date, as wine production, distribution or storage facilities and
applying standards of use no lower than the standards applied by the Lessee or
its Affiliates for other comparable properties owned or leased by the Lessee or
its Affiliates. Lessee shall pay, or cause to be paid, all charges and costs
required in connection with the use of the Property as contemplated by this
Master Lease, such Lessee's Lease Supplement and the Construction Agency
Agreement; subject to reimbursement of such charges and costs pursuant to the
Construction Agency Agreement. The Lessee shall not commit or permit any waste
of the Property or any part thereof.

         Section 8.3. Compliance with Requirements of Laws and Insurance
Requirements. Subject to the terms of Article XII relating to permitted contests
and the provisions of the Construction Agency Agreement for each Uncompleted
Property, the Lessee, at its sole cost and expense, shall (a) comply in all
material respects with all Requirements of Law (including all Environmental
Laws) and Insurance Requirements relating to each Property, including the use,
construction, operation, maintenance, repair and restoration thereof and the
remarketing thereof pursuant to Article XX, whether or not compliance therewith
shall require structural or extraordinary changes in the Improvements or
interfere with the use and enjoyment of each Property, and (b) procure, maintain
and comply with all licenses, permits, orders, approvals, consents and other
authorizations required for the construction, use, maintenance and operation of
each Property and for the use, operation, maintenance, repair and restoration of
the Improvements.

         Section 8.4. Assignment by Lessee. Except as expressly permitted
pursuant to the terms of the Operative Documents, the Lessee may not assign this
Master Lease, the Lease Supplement or any of its rights or obligations hereunder
or thereunder in whole or in part to any Person, except that Lessee may sublease
the Property or portion thereof as permitted under Section 6.1.


                                   ARTICLE IX


                         MAINTENANCE AND REPAIR; RETURN

         Section 9.1. Maintenance and Repair; Return. (a) The Lessee, at its
sole cost and expense, shall maintain each Property in good condition (ordinary
wear and tear excepted) and make all necessary repairs thereto, of every kind
and nature whatsoever, whether ordinary or extraordinary or foreseen or
unforeseen, in each case as required by all Requirements of Law and Insurance
Requirements (except where the failure to comply would not have a Material
Adverse Effect) and in no event applying standards of maintenance lower than the
standards applied by Lessee in the operation and maintenance of other comparable
properties owned or leased by Lessee or its Affiliates.

         (b) Neither the Lessor Trust nor any Certificate Holder shall under any
circumstances be required to build any improvements on any Property, make any
repairs, replacements, alterations or renewals of any nature or description to
any Property, make any expenditure whatsoever in connection with this Master
Lease or the Lease Supplement (other than for Advances made in accordance with
and pursuant to the terms of the Participation Agreement and the Construction


                                       8
<PAGE>

Agency Agreement) or maintain any Property in any way. Lessee waives any right
to (i) require the Lessor Trust or any Certificate Holder to maintain, repair,
or rebuild all or any part of any Property or (ii) make repairs at the expense
of the Lessor Trust or any Certificate Holder pursuant to any Requirement of
Law, Insurance Requirement, contract, agreement, or covenant, condition or
restriction in effect at any time during the Lease Term.

         (c) The Lessee shall, upon the expiration or earlier termination of
this Master Lease with respect to each Property (other than as a result of the
Lessee's purchase of the Property from the Lessor Trust as provided herein),
vacate and surrender such Property to the Agent Certificate Holder in its then
current "AS IS" condition, subject to the Lessee's obligations under Articles
VIII, IX, X, XI, XIII, XIV and XX.


                                    ARTICLE X


                               MODIFICATIONS, ETC.

        Section 10.1. Modifications, Substitutions and Replacement. During the
Lease Term, the Lessee, at its sole cost and expense, may at any time and from
time to time make alterations, renovations, improvements and additions to any
Property or any part thereof and substitutions and replacements therefor
(collectively, "Modifications"); provided, however, that:
<PAGE>

               (a) except for any Modification required to be made pursuant to a
          Requirement of Law (a "Required Modification"),  no Modification shall
          be made if it would  materially  and  adversely  affect  the  value or
          useful  life of such  Property  or any part  thereof  from that  which
          existed immediately prior to such Modification;

               (b) the  Modification  shall  be done in a good  and  workmanlike
          manner;

               (c) the  Modification  shall comply with all  Requirements of Law
          (including  all   Environmental   Laws)  and  Insurance   Requirements
          applicable  to  the  Modification,  including  the  obtaining  of  any
          necessary permits;

               (d)  subject to the terms of Article XII  relating  to  permitted
          contests,  Lessee shall pay all costs and expenses and shall discharge
          (or cause to be insured or bonded  over)  within sixty (60) days after
          the same  shall be filed (or  otherwise  become  effective)  any Liens
          arising with respect to the Modification;

               (e) such Modifications shall comply with Sections 8.3 and 9.1(a);
          and

               (f) The Lessee  shall be  required  to obtain  the prior  written
          approval (which  approval shall not be  unreasonably  withheld) of the
          Agent Certificate Holder and the Administrative  Agent with respect to
          any alterations (other than Required  Modifications and/or alterations
          authorized by the  Construction  Agency  Agreement) that shall cost in
          excess of $500,000 with respect to the Property.



                                       9
<PAGE>

         All Modifications shall remain part of the realty and shall be subject
to this Master Lease and the Lease Supplement and title thereto shall
immediately vest in the Lessor Trust; provided however, that Modifications that
(x) are not Required Modifications, (y) were not financed by the Participants
and (z) are readily removable without impairing the value, utility or remaining
useful life of the relevant Property, shall be the property of the Lessee and
shall not be subject to this Master Lease or the Lease Supplement. So long as no
Lease Event of Default has occurred and is continuing, the Lessee may place upon
any Property any trade fixtures, machinery, equipment, inventory or other
property belonging to the Lessee or third parties and may remove the same at any
time during the Lease Term, subject, however, to the terms of Section 9.1(a);
provided, however, that such trade fixtures, machinery, equipment, inventory or
other property do not impair the value or useful life of the relevant Property;
provided, further, however, that Lessee shall keep and maintain at each Property
and shall not remove from any Property any Equipment financed or otherwise paid
for (directly or indirectly) by any Participant pursuant to the Participation
Agreement.

        Section 10.2. Notice to the Agent Certificate Holder and Administrative
Agent. If the Lessee reasonably expects the cost of any Modification to exceed
$500,000, the Lessee shall, in addition to obtaining the consent required
pursuant to Section 10.1(f), deliver to the Agent Certificate Holder and the
Administrative Agent a brief written narrative of the work to be performed in
connection with such Modification prior to making such Modification.


                                   ARTICLE XI


                          WARRANTY OF TITLE; EASEMENTS

        Section 11.1. Warranty of Title. (a) The Lessee agrees that except as
otherwise provided herein and subject to the terms of Article XII relating to
permitted contests, Lessee shall not directly or indirectly create or allow to
remain, and shall promptly (and in any event within sixty (60) days after notice
thereof is received by the Lessee from any Person) discharge at its sole cost
and expense, any Lien (other than any Lessor Lien), defect, attachment, levy,
title retention agreement or claim upon any Property or any Lien, attachment,
levy or claim with respect to any amounts held by the Lessor Trust, the
Administrative Agent, the Agent Certificate Holder or any Participant pursuant
to the Loan Agreement or the other Operative Documents, other than (i) Permitted
Property Liens, and (ii) Liens on machinery, equipment, general intangibles and
other personal property not financed by the proceeds of the Loans or Certificate
Holder Amounts and not otherwise prohibited under any other Operative Document.

         (b) Nothing contained in this Master Lease shall be construed as
constituting the consent or request of the Lessor Trust, the Agent Certificate
Holder, any Certificate Holder, the Administrative Agent or any other
Participant, expressed or implied, to or for the performance by any contractor,
mechanic, laborer, materialman, supplier or vendor of any labor or services or
for the furnishing of any materials for any construction, alteration, addition,
repair or demolition of or to any Property or any part thereof. NOTICE IS HEREBY
GIVEN THAT NEITHER THE LESSOR TRUST NOR THE ADMINISTRATIVE AGENT NOR THE AGENT
CERTIFICATE HOLDER NOR ANY CERTIFICATE HOLDER NOR ANY LENDER IS OR SHALL BE
LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO THE
LESSEE, OR TO ANYONE HOLDING ANY PROPERTY OR ANY PART THEREOF THROUGH OR UNDER
THE LESSEE, AND THAT NO MECHANIC'S OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES


                                       10
<PAGE>

OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF THE LESSOR TRUST, THE
ADMINISTRATIVE AGENT, THE AGENT CERTIFICATE HOLDER, ANY CERTIFICATE HOLDER OR
ANY LENDER IN AND TO ANY PROPERTY.

        Section 11.2. Grants and Releases of Easements; Lessor Trust and
Certificate Holders' Waivers. Provided that no Lease Event of Default shall have
occurred and be continuing and subject to the provisions of Articles VII, IX and
X and Section 8.3, the Lessor Trust, the Agent Certificate Holder and each
Certificate Holder hereby consents in each instance to the following actions by
the Lessee, in the name and stead of the Lessor Trust, the Agent Certificate
Holder and the Certificate Holders, but at the Lessee's sole cost and expense:
(a) the granting of easements, licenses, rights-of-way and other rights and
privileges in the nature of easements reasonably necessary or desirable for the
use, repair, or maintenance of any Property or burdening any Property as herein
provided; (b) the release of existing easements or other rights in the nature of
easements which are for the benefit of any Property; (c) if required by
applicable Governmental Authority in connection with the Construction, the
dedication or transfer of unimproved portions of any Property for road, highway
or other public purposes; (d) the execution of amendments to any covenants and
restrictions affecting any Property; and (e) the execution or release of any
similar agreement; provided, however, that in each case (i) such grant, release,
dedication, transfer or amendment does not materially impair the value or
remaining useful life of any Property, (ii) such grant, release, dedication,
transfer or amendment is, in Lessee's judgment, reasonably necessary in
connection with the use, maintenance, alteration or improvement of any Property,
(iii) such grant, release, dedication, transfer or amendment will not cause any
Property or any portion thereof to fail to comply with the provisions of this
Master Lease or any other Operative Documents and all Requirements of Law
(including, without limitation, all applicable zoning, planning, building and
subdivision ordinances, all applicable restrictive covenants and all applicable
architectural approval requirements), (iv) all governmental consents or
approvals required prior to such grant, release, dedication, transfer,
annexation or amendment have been obtained, and all filings required prior to
such action have been made, (v) the Lessee shall remain obligated under this
Master Lease, the Lease Supplement and under any instrument executed by the
Lessee consenting to the assignment of the Lessor Trust's, the Agent Certificate
Holder's and the Certificate Holders' interests in this Master Lease as security
for indebtedness, in each such case in accordance with their terms, as though
such grant, release, dedication, transfer or amendment had not been effected,
and (vi) the Lessee shall pay and perform any obligations of the Lessor Trust,
the Agent Certificate Holder and the Certificate Holders under such grant,
release, dedication, transfer or amendment. Subject to Section 10.2(b) of the
Participation Agreement, the Agent Certificate Holder and each Certificate
Holder acknowledges each Lessee's right to finance and to secure, under the
California Commercial Code, inventory, receivables, furnishings, furniture,
equipment, machinery, leasehold improvements and other personal property located
at any Property other than Equipment, and the Lessor Trust, the Agent
Certificate Holder and each Certificate Holder agree to execute lessor waiver
forms (in form reasonably acceptable to the Agent Certificate Holder) and
release of Lessor Liens in favor of any purchase money seller, lessor or lender
which has financed or may finance in the future such items. Without limiting the


                                       11
<PAGE>

effectiveness of the foregoing, provided that no Lease Event of Default shall
have occurred and be continuing, the Lessor Trust shall, upon the request of
Lessee, and at the Lessee's sole cost and expense, execute and deliver any
instruments necessary or appropriate to confirm any such grant, release,
dedication, transfer, annexation or amendment to any Person permitted under this
Section 11.2, including landlord waivers with respect to any of the foregoing.


                                   ARTICLE XII


                               PERMITTED CONTESTS

        Section 12.1. Permitted Contests. If, to the extent and for so long as
(a) a test, challenge, appeal or proceeding for review of any Applicable Law or
any Lien, encumbrance, levy, attachment or encroachment relating to any Property
shall be prosecuted diligently and in good faith in appropriate proceedings by
the Lessee, or (b) compliance with such Applicable Law shall have been excused
or exempted by a valid nonconforming use, variance permit, waiver, extension or
forbearance, Lessee shall not be required to comply with such Applicable Law or
any Lien, encumbrance, levy, attachment or encroachment but only if and so long
as any such test, challenge, appeal, proceeding, waiver, extension, forbearance
or noncompliance shall not, in the reasonable opinion of the Agent Certificate
Holder and the Administrative Agent, involve (A) any risk of criminal liability
being imposed on Lessor Trust, any Certificate Holder or any Lender or (B) any
risk of (1) foreclosure, forfeiture or loss of any Property, or any material
part thereof, or (2) the nonpayment of Rent or (C) any substantial risk of (1)
the sale of, or the creation of, any Lien (other than a Permitted Property Lien)
on any part of any Property, (2) civil liability being imposed on Lessor Trust,
any Lender, any Certificate Holder, or any Property unless the Lessee shall have
otherwise bonded or secured such amounts in a manner satisfactory to the Agent
Certificate Holder or the applicable Participant(s), as the case may be, or (3)
enjoinment of, or interference with, the use, possession or disposition of any
Property in any material respect.

         Neither the Lessor Trust, nor the Agent Certificate Holder nor any
Certificate Holder will be required to join in any proceedings pursuant to this
Section 12.1 unless a provision of any Applicable Law requires or, in the good
faith opinion of the Lessee, it is advisable for the prosecution of such
contest, that such proceedings be brought by or in the name of such party; and
in that event such party will join in the proceedings or permit them or any part
thereof to be brought in its name if and so long as (i) the Lessee has not
elected the Remarketing Option, and (ii) the Lessee pays all related expenses
and indemnities such party with respect to such proceedings.


                                  ARTICLE XIII


                                   INSURANCE

        Section 13.1. Basic Lease Term. (a) Public Liability Insurance. During
the Basic Lease Term for each Property, the Lessee shall procure and carry, at
the Lessee's sole cost and expense, commercial general liability insurance for
claims for injuries or death sustained by persons or damage to property while on


                                       12
<PAGE>

such Property and such other public liability coverages as are ordinarily
procured by the Lessee or its Affiliates who own or operate similar properties,
but in any case shall provide liability coverage of at least $3,000,000 per
occurrence. Such insurance shall be on terms and in amounts that are no less
favorable than insurance maintained by the Lessee or such Affiliates with
respect to similar properties that they own. The policy shall be endorsed to
name the Lessor Trust, the Trust Company, the Agent Certificate Holder, the
Administrative Agent and each Participant as additional insureds. The policy
shall also specifically provide that the policy shall be considered primary
insurance which shall apply to any loss or claim before any contribution by any
insurance which the Lessor Trust, the Agent Certificate Holder, the
Administrative Agent and any Participant may have in force.

     (b) Worker's  Compensation  Laws.  Lessee shall, in the construction of the
Improvements  (including in connection with any  Modifications  thereof) and the
operation of the  Property,  comply with the  applicable  workers'  compensation
laws.

     (c)  Hazard  and Other  Insurance.  During  the Basic  Lease  Term for each
Property,  Lessee shall keep, or cause to be kept, each Property insured against
loss or damage by fire, windstorm, flood and other risks on terms and in amounts
that are no less  favorable than  insurance  covering  other similar  properties
owned by Lessee or its Affiliates. All insurance proceeds in respect of any loss
or occurrence for which the proceeds  related thereto are (i) less than or equal
to $1,000,000,  in the absence of the occurrence and  continuance of an Event of
Default,  shall be adjusted by and paid to the Lessee for application toward the
reconstruction,  repair or refurbishment of the Property,  and (ii) greater than
$1,000,000  the Lessee and the Agent  Certificate  Holder shall work together to
jointly  resolve such  insurance  claim (unless an Event of Default has occurred
and is continuing,  in which case such proceeds shall be adjusted  solely by the
Agent  Certificate  Holder)  and  held  by  the  Agent  Certificate  Holder  for
application in accordance with Article XIV.

        Section 13.2. Interim Lease Term. During the Interim Lease Term for each
Uncompleted Property, the Lessee shall procure and carry and/or cause its
contractors and subcontractors, as applicable, to carry insurance with respect
to each such Property as set forth in Section 2.8 of the Construction Agency
Agreement; provided that Lessee shall be reimbursed for the cost of such
insurance pursuant to the Construction Agency Agreement.

        Section 13.3. Insurance Coverage. (a) Lessee shall furnish the Lessor
Trust, the Agent Certificate Holder and the Administrative Agent with
certificates showing the insurance required under Sections 13.1 and 13.2 to be
in effect and naming the Lessor Trust, the Trust Company, the Agent Certificate
Holder, the Administrative Agent and each Participant as additional insureds
with respect to liability coverage (excluding worker's compensation insurance),
naming the Lessor Trust, the Trust Company, the Agent Certificate Holder, the
Administrative Agent and the Lenders, the Certificate Holders and Lessee as
their interests may appear with respect to casualty coverage and naming the
Agent Certificate Holder on behalf of the Certificate Holders as loss payee with
respect to casualty coverage and showing the mortgagee endorsement required by
Section 13.3(c) with respect to such coverage. All insurance required under
Section 13.1 shall be at the cost and expense of Lessee. Such certificates shall
include a provision for no less than thirty (30) days' advance written notice by
the insurer to the Agent Certificate Holder and the Administrative Agent in the


                                       13
<PAGE>

event of cancellation or reduction of such insurance. In addition, Lessee shall
cause the Lessor Trust, the Trust Company, the Agent Certificate Holder, the
Administrative Agent and each Participant to be named as additional insureds
under each liability policy maintained in connection with the Construction of
any Improvements or Modifications.

     (b) The Lessee  agrees that the  insurance  policy or policies  required by
Section  13.1(a)  shall  include an  appropriate  clause  pursuant to which such
policy shall provide that it will not be invalidated should the Lessee waive, in
writing,  prior to a loss,  any or all rights of recovery  against any party for
losses  covered by such  policy,  and that the  insurance in favor of the Lessor
Trust,  the Trust Company,  the Agent  Certificate  Holder,  the  Administrative
Agent, the Certificate Holders and the Lenders and their respective rights under
and interests in such policies shall not be invalidated or reduced by any act or
omission (including breach of warranty) or negligence of the Lessee or any other
Person having any interest in the Property  other than the  Certificate  Holders
and the Lenders to the extent permitted by law. The Lessee hereby waives any and
all such rights  against the Lessor Trust,  the Trust Company,  the  Certificate
Holders and the Lenders to the extent of payments made under such policies.

     (c) All such insurance  shall be written by reputable  insurance  companies
that are  financially  sound and solvent and  otherwise  reasonably  appropriate
considering  the amount and type of insurance  being provided by such companies.
Any  insurance  company  selected by Lessee  which is rated in Best's  Insurance
Guide or any successor  thereto (or if there be none, an  organization  having a
similar national  reputation) shall have a general  policyholder  rating of "A-"
and a financial size rating of at least "VII" or be otherwise  acceptable to the
Lenders and the Certificate  Holders. All insurance policies required by Section
13.1(c) shall  include a standard form  beneficiary  or trustee  endorsement  in
favor of the Lessor Trust,  the Trust  Company,  the Agent  Certificate  Holder,
Administrative Agent and the Participants.

     (d)  Neither  the  Lessor  Trust,  nor the  Trust  Company,  nor the  Agent
Certificate  Holder nor any of the  Certificate  Holders  shall  carry  separate
insurance  concurrent in kind or form or  contributing in the event of loss with
any insurance required under this Article XIII except that the Lessor Trust, the
Trust Company,  the Agent Certificate  Holder and any Certificate Holder may, at
such party's  expense,  carry  separate  liability  insurance so long as (i) the
Lessee's  insurance  is  designated  as  primary  and  in  no  event  excess  or
contributory  to any insurance such party may have in force which would apply to
a loss covered  under the Lessee's  policy and (ii) each such  insurance  policy
will not cause Lessee's insurance required under this Article XIII to be subject
to a coinsurance exception of any kind.

     (e) The Lessee shall pay as they become due all premiums for the  insurance
required by Section  13.1 and  Section  13.2,  and shall  renew or replace  each
policy  prior to the  expiration  date  thereof;  provided  that Lessee shall be
reimbursed  for the cost of all  insurance  during the Interim  Lease Term of an
Uncompleted  Property pursuant to the Construction Agency Agreement.  Throughout
the Lease Term, at the time each of the Lessee's  insurance  policies is renewed
(but in no event less frequently than once each year),  the Lessee shall deliver
to the Lessor Trust, the Agent Certificate Holder and the  Administrative  Agent
certificates of insurance evidencing that all insurance required by this Article
XIII is being maintained by the Lessee and is in effect.



                                       14
<PAGE>

                                   ARTICLE XIV

                CASUALTY AND CONDEMNATION; ENVIRONMENTAL MATTERS

        Section 14.1. Risk of Loss, Damage or Destruction. At all times (x)
during the Basic Lease Term for each Property and (y) subject to Section 5.4 of
the Construction Agency Agreement and to the extent arising from acts or
omissions of the Lessee while located on, in possession of (whether directly or
through its sublessees), controlling or acting or failing to act with respect
to, the applicable Property or arising from fraud, misapplication of funds,
illegal acts or illegal omissions or willful misconduct of the Lessee, during
the Interim Lease Term for each Uncompleted Property, the Lessee bears all risk
of loss, damage, theft, taking, destruction, confiscation, requisition or
commandeering, partial or complete, of or to such Property or any part thereof,
however caused or occasioned, such risk to be borne by the Lessee from the
Acquisition Date for such Property and continuing until such Property has been
returned to the Lessor in accordance with the provisions of this Master Lease
and the Construction Agency Agreement or has been purchased by the Lessee or
another Person in accordance with the provisions of this Master Lease and the
Construction Agency Agreement. The Lessee agrees that no occurrence specified in
the preceding sentencing shall impair, in whole or in part, any obligation of
the Lessee under this Master Lease, including the obligation to pay Rent.
<PAGE>

     Section  14.2.  Casualty  and  Condemnation.  (a)  Insurance  Proceeds  and
Condemnation Awards.

                (i) Interim Lease Term. Subject to the provisions of this
Article XIV, (x) if all or a portion of any Property is damaged or destroyed in
whole or in part by a Casualty during the Interim Lease Term for such Property,
any insurance proceeds payable with respect to such Casualty shall be paid
directly to the Administrative Agent (as assignee of the Lessors), or if
received by the Lessee, shall be paid over to the Administrative Agent, to be
applied by the Administrative Agent as set forth in Section 3.4(b) of the
Construction Agency Agreement, and (y) if the use, access, occupancy, easement
rights or title to any Property or any part thereof is the subject of a
Condemnation during the Interim Lease Term for such Property, then any award or
compensation relating thereto shall be paid to the Administrative Agent (as
assignee of the Lessors) or if received by the Lessee, shall be paid over to the
Administrative Agent, to be applied by the Administrative Agent as set forth in
Section 3.5(b) of the Construction Agency Agreement.

                (ii) Basic Lease Term. Subject to the provisions of this Article
XIV, (x) if all or a portion of any Property is damaged or destroyed in whole or
in part by a Casualty during the Basic Lease Term for such Property, any
insurance proceeds payable with respect to such Casualty shall be paid directly
to the Lessee, or if received by Administrative Agent or any Participant, shall
be paid over to the Lessee for the reconstruction, refurbishment and repair of
the affected Property, and (y) if the use, access, occupancy, easement rights or
title to any Property or any part thereof is the subject of a Condemnation
during the Basic Lease Term for such Property, then any award or compensation
relating thereto shall be paid to the Lessee ; provided, however, that, in each
case, if (A) any Lease Event of Default shall have occurred and be continuing or
(B) such Casualty or Condemnation is an Event of Loss, then such award,


                                       15
<PAGE>

compensation or insurance proceeds shall be paid directly to the Administrative
Agent (as assignee of the Certificate Holders) or, if received by the Lessee,
shall be held in trust for the Participants and shall be paid over by the Lessee
to the Administrative Agent to be distributed by the Administrative Agent as
follows: in the case of a Lease Event of Default, such amounts shall be
distributed in accordance with the Participation Agreement, and in the case of
an Event of Loss, such amounts shall be applied in the Agent Lessor's and the
Administrative Agent's reasonable discretion to the restoration of such Property
or toward the payment of the applicable Property Cost of the affected Property
on the applicable Partial Termination Date in accordance with Section 15.1.

         (b) Participation in Proceedings During Basic Lease Term. The Lessee
may appear in any proceeding or action to negotiate, prosecute, adjust or appeal
any claim for any award, compensation or insurance payment on account of any
Casualty or Condemnation with respect to any Completed Property and shall pay
all expenses thereof. At the Lessee's reasonable request, and at the Lessee's
sole cost and expense, the Certificate Holders and the Lenders shall participate
in any such proceeding, action, negotiation, prosecution or adjustment. The
Certificate Holders and the Lessee agree that this Master Lease shall control
the rights of the Certificate Holders and the Lessee in and to any such award,
compensation or insurance payment.

         (c) Notices of Casualty or Condemnation. If the Agent Certificate
Holder or the Lessee shall receive notice of a Casualty with respect to any
Property for which the reasonable anticipated cost of restoration equals or
exceeds ten percent (10%) of the Property Cost of such Property or of an actual,
pending or threatened Condemnation of any Property or any material interest
therein, the Agent Certificate Holder or the Lessee, as the case may be, shall
give notice thereof to the other and to the Lenders, the Certificate Holders and
the Administrative Agent promptly after the receipt of such notice.

         (d) Repair. (i) If this Master Lease shall continue in full force and
effect following (1) a Casualty or Condemnation affecting any Property during
the Interim Lease Term therefor which arises from the fraud, misapplication of
funds, illegal acts or willful misconduct of the Lessee or (2) a Casualty or
Condemnation affecting any Property which occurs at any time during the Basic
Lease Term thereof, then in each case the Lessee shall, at its sole cost and
expense (utilizing insurance proceeds and condemnation awards as contemplated
hereby and by Sections 3.4(b) and 3.5(b) of the Construction Agency Agreement;
provided, however, that, if any award, compensation or insurance payment is not
sufficient to restore such Property in accordance with this clause (d), the
Lessee shall pay the shortfall), promptly and diligently repair any damage to
such Property caused by such Casualty or Condemnation in conformity with the
requirements of Sections 8.3, 9.1 and 10.1 using the Plans and Specifications
for such Property (as modified to give effect to any subsequent Modifications,
any Condemnation affecting such Property and all Applicable Law) so as to
restore such Property to at least the same or similar condition, operation,
function and value as existed immediately prior to such Casualty or Condemnation
with such Modifications as the Lessee may elect in accordance with Section 10.1.
In such event, title to such Property shall remain with the Lessor Trust subject
to the terms of this Master Lease. Upon completion of such restoration, the


                                       16
<PAGE>

Lessee shall furnish to the Administrative Agent a Responsible Officer's
Certificate confirming that such restoration has been completed pursuant to this
Master Lease.

                (ii) If a Casualty or Condemnation (other than a Casualty or
Condemnation which arises from the fraud, misapplication of funds, illegal acts
or willful misconduct of the Lessee (which Casualty or Condemnation shall be
governed by clause (i) above)) occurs with respect to any Property during the
Interim Lease Term therefor, then, so long as the Agent Certificate Holder shall
not have delivered a Partial Termination Notice with respect thereto, the Lessee
shall use commercially reasonable efforts to complete construction of such
Property according to the Plans and Specifications therefor as modified to
reflect the effects of such Casualty or Condemnation, but shall not be required
to expend its own funds for such purpose; provided, that if the Administrative
Agent shall have disbursed any funds to the Construction Agent for the repair or
restoration of the applicable Property pursuant to Section 3.4(b) or 3.5(b) of
the Construction Agency Agreement, such funds shall be applied by the Lessee and
Construction Agent solely to the repair or restoration of the applicable
Property in accordance with the Construction Agency Agreement.

         (e) Obligations Continue. In no event shall a Casualty or Condemnation
affect the Lessee's obligations to pay Rent pursuant to Section 3.1 or to
perform its obligations and pay any amounts due on the Expiration Date or
pursuant to Articles XVIII and XX.

         (f) Excess Casualty/Condemnation Proceeds. Any Excess
Casualty/Condemnation Proceeds received by the Certificate Holders or the
Lenders in respect of a Casualty or Condemnation shall be turned over to the
Lessee.

        Section 14.3. Environmental Matters. Promptly upon the Lessee's
obtaining knowledge of the existence of an Environmental Violation with respect
to any Property, the Lessee shall notify the Lessor Trust, the Agent Certificate
Holder and the Administrative Agent in writing of such Environmental Violation.
If the Agent Certificate Holder elects not to terminate this Master Lease with
respect to the Property pursuant to Section 15.1, at such Lessee's sole cost and
expense, the Lessee shall promptly and diligently commence any response, clean
up, remedial or other action necessary to remove, clean up or remediate the
Environmental Violation in accordance with the terms of Section 8.3; provided
that if Lessee is not a potentially responsible party with respect to such
Environmental Violation or is one of several potentially responsible parties
with respect to such Environmental Violation, and provided that a delay in the
response, clean up, remedial or other action necessary to remove or clean up or
remediate the Environmental Violation will not materially interfere with the
continued productive use and operation or remarketing of the Property, Lessee
may delay such activities during the pendency of any actions that are brought to
determine the parties responsible for such Environmental Violation. The Lessee
shall, upon completion of remedial action by the Lessee, cause to be prepared by
an environmental consultant reasonably acceptable to the Certificate Holders a
report describing the Environmental Violation and the actions taken by the
Lessee (or its agents) in response to such Environmental Violation, and a
statement by the consultant that the Environmental Violation has been remedied
in compliance in all material respects with applicable Environmental Laws. Each
such Environmental Violation shall be remedied prior to the Expiration Date
unless the relevant Property has been purchased by the Lessee in accordance with
Section 18.1 or 18.2. Nothing in this Article XIV shall reduce or limit the


                                       17
<PAGE>

Lessee's obligations under Section 13.1, 13.2 or 13.3 of the Participation
Agreement.

        Section 14.4. Notice of Environmental Matters. Promptly, but in any
event within sixty (60) Business Days from the date the Lessee has actual
knowledge thereof, the Lessee shall provide to the Agent Certificate Holder and
the Administrative Agent written notice of any notice of any pending or
threatened claim, action or proceeding involving any Environmental Laws or any
Release on or in connection with any Property. All such notices shall describe
in reasonable detail the nature of the claim, action or proceeding and the
Lessee's proposed response thereto. In addition, the Lessee shall provide to the
Agent Certificate Holder and the Administrative Agent, within sixty (60)
Business Days of receipt, copies of all written communications with the
Governmental Authority relating to any Environmental Violation in connection
with any Property. The Lessee shall also promptly provide such detailed reports
of any such material environmental claims as may reasonably be requested by any
Participant. In the event that the Lessor Trust or the Agent Certificate Holder
receives written notice of any pending or threatened claim, action or proceeding
involving any Environmental Laws or any Release on or in connection with any
Property, the Lessor Trust or, as the case may be, the Agent Certificate Holder
shall promptly give notice thereof to the Lessee.
<PAGE>


                                   ARTICLE XV

                              TERMINATION OF LEASE

     Section  15.1.  Partial  Termination  Upon  Certain  Events.  If any of the
following  occurs with respect to any Property (any such Property,  an "Affected
Property"): (a) an Event of Loss occurs; or

         (b) an Environmental Violation occurs or is discovered the cost of
remediation of which would exceed $2,000,000; and the Agent Certificate Holder
(at the direction of the Required Participants) shall have given written notice
(a "Partial Termination Notice") to the Lessee that, as a consequence of such
event, (x) the Lease Supplement relating to such Property is to be terminated
and (y) this Master Lease is to be terminated with respect to such Property,
then:

                   (1) in the case of an Event of Loss which occurs during the
         Basic Lease Term for the Affected Property, or in the case of an event
         described in clause (b) above occurring at any time during the Lease
         Term, or in the case of an Event of Loss occurring during the Interim
         Lease Term of the Affected Property due to fraud, misapplication of
         funds, illegal acts or illegal omissions or willful misconduct of the
         Lessee, the Lessee shall be obligated , on the next occurring Scheduled
         Payment Date (but in any event not later than the Expiration Date), to
         pay to the Administrative Agent (as assignee of the Certificate Holders
         and Lenders) an amount equal to the sum of (x) the Property Cost of the
         Affected Property on such date plus (y) all accrued and unpaid Basic
         Rent due and owing on such date plus (z) all Supplemental Rent due and
         owing on such date, and the Agent Certificate Holder shall, as set
         forth in Section 15.2, transfer to the Lessee on such date of payment
         all of the interest of the Certificate Holders in the Affected
         Property;


                                       18
<PAGE>

                   (2) in the case of an Event of Loss which occurs during the
         Interim Lease Term for the Affected Property (other than an Event of
         Loss described in clause (1) above) which arises from the fraud,
         misapplication of funds, illegal acts, illegal omissions or willful
         misconduct of the Lessee while located on, in possession of,
         controlling, or acting or failing to act with respect to the Affected
         Property, the Lessee shall pay to the Administrative Agent (as assignee
         of the Certificate Holders and Lenders), on the next occurring
         Scheduled Payment Date, (but in any event not later than the Expiration
         Date), an amount equal the sum of (x) all accrued and unpaid Basic Rent
         due and owing on such date and (y) all Supplemental Rent due and owing
         on such date plus, at the Lessee's option, either (i) the Property Cost
         of the Affected Property on such date (in which case the Agent
         Certificate Holder shall, as set forth in Section 15.2, transfer or
         cause to be transferred to the Lessee on such date all of the interest
         of the Lessor Trust and Certificate Holders in the Affected Property)
         (any such payment of Property Cost, an "Event of Loss Purchase") or
         (ii) an amount equal to the Construction Recourse Amount for the
         Affected Property on such date plus the Land Shortfall Amount for such
         Affected Property, if applicable (any such payment of the Construction
         Recourse Amount and, if applicable, Land Shortfall Amount, an "Event of
         Loss Return"); and

                   (3) in the case of an Event of Loss which occurs during the
         Interim Lease Term for the Affected Property (other than an Event of
         Loss described in clause (1) or (2) above), the Lessee shall pay to the
         Administrative Agent (as assignee of the Certificate Holders and
         Lenders), on the next occurring Scheduled Payment Date (but in any
         event not later than the Expiration Date), an amount equal to the sum
         of (x) all accrued and unpaid Basic Rent due and owing on such date
         plus (y) all Supplemental Rent due and owing on such date, plus, at the
         Lessee's option, either (i) the Property Cost of the Affected Property
         on such date (in which case the Agent Certificate Holder shall, as set
         forth in Section 15.2, transfer or cause to be transferred to the
         Lessee on such date all of the interest of the Lessor Trust and
         Certificate Holders in the Affected Property (any such payment of
         Property Cost, also an "Event of Loss Purchase"), or (ii) no additional
         amounts (other than the amounts described in (x) and (y)) (any such
         payment that does not include payment of Property Cost, also, an "Event
         of Loss Return").

        Section 15.2. Partial Termination Procedures. On the date of the payment
by the Lessee of all amounts required to be paid under Section 15.1, in
accordance with the procedures set forth in Section 15.1 (such date, the
"Partial Termination Date"), this Master Lease shall terminate with respect to
such Affected Property and, if applicable, the Construction Agency Agreement
Supplement relating to such Affected Property shall terminate, and the Lessee
and the Agent Certificate Holder shall take the following actions:

         (a) Purchase. In the circumstances described in clause (1) of Section
15.1, or in the circumstances described as an Event of Loss Purchase in clause
(2) or (3) of Section 15.1, the Agent Certificate Holder shall take the
following actions in respect of the applicable Affected Property upon the
Administrative Agent's receipt of all amounts due with respect to such Affected
Property and all other amounts then due in accordance with Section 15.1:


                                       19
<PAGE>

                   (i) the Agent Certificate Holder shall cause the Lessor Trust
         to execute and deliver to the Lessee (or to the Lessee's designee) at
         the Lessee's cost and expense: (x) a grant deed with respect to each
         such Property (or, if such Property is covered by a ground lease, a
         quitclaim deed with respect to the Improvements located on such
         Property together with a termination of the ground lease relating to
         such Property), (y) a bill of sale with respect to the interest of the
         Lessors in any items of personalty or Equipment on such Property (if
         any) and (z) an assignment of the entire interest of the Lessor Trust
         in each such Property (which shall include an assignment of all of the
         right, title and interest of the Lessor Trust in and to any Net
         Proceeds and insurance proceeds with respect to each such Property not
         previously received by the Lessor Trust or Certificate Holders), in
         each case in recordable form and otherwise in conformity with local
         custom and free and clear of the Lien of the Lessor Mortgage and any
         Lessor Liens attributable to the Lessor Trust or Certificate Holders;

               (ii) each such  Property  shall be  conveyed to the Lessee (or to
          the  Lessee's  designee)  "AS IS"  and in its  then  present  physical
          condition; and

               (iii) in the case of a termination in connection with an Event of
          Loss,  the Agent  Certificate  Holder  shall cause the Lessor Trust or
          Certificate  Holders  to convey to the  Lessee  any Net  Proceeds  and
          insurance proceeds with respect to the Casualty or Condemnation giving
          rise to the  termination  of this  Master  Lease with  respect to such
          Property  theretofore  received by the Agent Certificate  Holder or at
          the request of the Lessee,  such amounts shall be applied against sums
          due hereunder.

         (b) Return. In the circumstances described as an Event of Loss Return
in clause (2) or (3) of Section 15.1, the Lessee shall at its own cost and
expense, do each of the following:

               (i) the  Lessee  shall,  on or prior to the  Partial  Termination
          Date,  execute  and  deliver  to the  Lessor  Trust  (or to the  Agent
          Certificate  Holder's  designee)  (A) a grant deed with respect to its
          interest in the  Affected  Property (B) a bill of sale with respect to
          its interest in all  personalty and Equipment (if any) included in the
          Affected  Property  and  (C)  an  assignment  of the  Lessee's  entire
          interest in the Affected  Property  (which shall include an assignment
          of all of the Lessee's right, title and interest in and to all awards,
          compensation  and insurance  proceeds  payable in connection  with the
          applicable  Event of Loss and an  assignment of leases of the Affected
          Property), in each case in recordable form and otherwise in conformity
          with local custom and free and clear of any Liens  attributable to the
          Lessee except those  Permitted  Property  Liens  referenced in clauses
          (i), (vii), (ix) and (x) of the definition thereof;

               (ii) the Lessee shall, on the Partial  Termination Date, pay over
          to the Administrative  Agent (as assignee of the Certificate  Holders)
          all awards, compensation and insurance proceeds previously received by
          the Lessee in connection with the applicable Event of Loss;

                 (iii) the Lessee shall, on or prior to the Partial Termination
         Date, execute and deliver to the Administrative Agent and the title
         insurance company an affidavit as to the absence of any Liens (other


                                       20
<PAGE>

         than Lessor Liens, Permitted Property Liens referenced in clauses (i),
         (vii), (ix) and (x) of the definition thereof and the liens of the
         Lessor Mortgages), and shall execute and deliver to the Administrative
         Agent a statement of termination of this Master Lease to the extent
         relating to the Affected Property;

                  (iv) the Lessee shall, on or prior to the Partial Termination
         Date, vacate the Affected Property and transfer possession of the
         Affected Property to the Lessor Trust or any Person designated by the
         Agent Certificate Holder, in each case by surrendering the same into
         the possession of the Agent Certificate Holder or such Person, as the
         case may be, in the condition required by the Return Conditions and in
         compliance with all Applicable Law and Insurance Requirements; and


                   (v) on or prior to the Partial Termination Date, the Lessee
         shall deliver to the Agent Certificate Holder or any Person designated
         by the Agent Certificate Holder copies of all books and records
         regarding the maintenance of, and the Lessee's interest in, the
         Affected Property, a current copy of the Plans and Specifications
         therefor and an assignment of all assignable licenses necessary for the
         operation and maintenance of the Affected Property. The Lessee shall,
         for a period of up to one year after the applicable Partial Termination
         Date, cooperate reasonably with the Agent Certificate Holder and/or any
         Person designated by the Agent Certificate Holder to receive the
         Affected Property, which cooperation shall include seeking and
         obtaining all necessary Governmental Action. The obligations of the
         Lessee under this paragraph shall survive the expiration or termination
         of this Master Lease.


                                   ARTICLE XVI


                                EVENTS OF DEFAULT

        Section 16.1. Lease Events of Default. The occurrence of any one or more
of the following events (whether such event shall be voluntary or involuntary or
come about or be effected by operation of law or pursuant to or in compliance
with any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body) shall constitute a "Lease Event of
Default":

               (a) the Lessee  shall fail to make payment of any Basic Rent upon
          the same becoming due and payable (provided,  Administrative Agent has
          delivered  the notice as to Basic Rent due pursuant to Section  4.1(a)
          of the  Participation  Agreement)  and  such  failure  shall  continue
          unremedied  for a period of three (3)  Business  Days  after  Lessee's
          receipt of notice thereof from  Administrative  Agent or Lessor Trust;
          or the Lessee shall fail to make  payment  upon the same  becoming due
          and payable of the Lease Balance, Purchase Option Price, Loan Balance,
          Certificate   Holder  Balance,   Property   Balance,   Property  Cost,
          Construction  Recourse Amount or Maximum  Recourse  Amount  including,
          without limitation, amounts due pursuant to Sections 15.1, 15.2, 18.1,
          18.2,  18.3 or 20.2  hereof or  Article V of the  Construction  Agency
          Agreement; or


                                       21
<PAGE>

               (b) the  Lessee  shall fail to make  payment of any  Supplemental
          Rent  (other  than as  specified  in clause (a) above) due and payable
          within three (3) Business  Days after  receipt of notice  thereof from
          the party to whom Lessee is obligated to pay such  Supplemental  Rent;
          or

               (c) the Lessee  shall fail to maintain  insurance  as required by
          Article  XIII of this  Master  Lease or the  Guarantor  shall  fail to
          observe or perform any  covenant set forth in Sections  10.1(h),  (i),
          (j), (k) and (l) and 10.2(b) and (c) of the  Participation  Agreement;
          or

               (d) Lessee or  Guarantor  shall  fail to  observe or perform  any
          term,  covenant  or  condition  applicable  to it under any  Operative
          Document to which it is a party (other than those described in Section
          16.1(a),  (b) or (c)  hereof) and such  failure  shall not be remedied
          within thirty (30) days after any Responsible Officer obtaining actual
          knowledge  of such failure or, if such default  cannot  reasonably  be
          cured  within such thirty (30) days  period,  Lessee or the  Guarantor
          shall have failed to  commence  the cure of such  default  within such
          thirty (30) day period and diligently  pursue such cure thereafter and
          in any event shall have failed to cure such default within ninety (90)
          days after such notice; or

               (e) Lessee shall fail to observe or perform any term, covenant or
          condition applicable to it under Article XX of this Agreement; or

               (f) any  representation or warranty made or deemed made by Lessee
          or the Guarantor in any  Operative  Document to which it is a party or
          which is contained in any certificate,  document or financial or other
          statement  furnished  at any  time  under  or in  connection  with any
          Operative  Document  shall  prove  to have  been  incorrect,  false or
          misleading in any material respect on or as of the date made or deemed
          made and such  misrepresentation  or breach  of  warranty  shall  have
          continued unremedied for thirty (30) days after written notice thereof
          has been given to the Lessee or the  Guarantor  or by any  Participant
          or, if such  misrepresentation or breach cannot reasonably be remedied
          within such thirty (30) day period, Lessee or the Guarantor shall have
          failed to commence  the cure of such  default  within such thirty (30)
          days  period and  diligently  pursue such cure  thereafter  and in any
          event shall have failed to cure such default  within  ninety (90) days
          after such notice; or

               (g) (i) a Construction  Agency Agreement Event of Default arising
          as a result of  misapplication  of funds by the Construction  Agent or
          the  fraudulent or illegal acts or fraudulent or illegal  omissions or
          willful  misconduct of the Construction  Agent shall have occurred and
          be  continuing,  or (ii) a  Construction  Agency  Agreement  Event  of
          Default  arising  under Section  5.1(a) or 5.1(c) of the  Construction
          Agency Agreement shall have occurred and be continuing; or

               (h) (i) the  Lessee,  the  Guarantor  or any  Subsidiary  thereof
          defaults  (whether as primary obligor or as guarantor or other surety)
          in any payment of principal of or interest under the Credit Agreements
          beyond any period of grace provided with respect thereto,  or (ii) the


                                       22
<PAGE>

          Guarantor  or any  Subsidiary  fails to perform  or observe  any other
          agreement,  term or  condition  contained  in the  Credit  Agreements,
          provided that the aggregate  amount of all  obligations in clauses (i)
          and (ii) above as to which such a payment  default  shall occur and be
          continuing  or such a failure or other  event  causing  or  permitting
          acceleration  shall  occur  and  be  continuing  exceeds   $5,000,000;
          provided  that no such  event or  condition  which  is a result  of or
          caused by (y) Sections 10.4(d), 10.9, 10.10, 13.3 or 13.10 of the Bank
          of  America  Credit  Agreement,  Section  5.01(d)  of the Rabo  Credit
          Agreement,  Sections  5.4 or 6.1(f) of the 1998  Private  Placement or
          Sections  9.3  or  11(f)  of  the  2000  Private  Placement,  or (z) a
          subjective  standard or a determination that a material adverse effect
          has occurred, shall cause an Event of Default hereunder; or

               (i) (i) the  Guarantor  or the  Lessee or a  Material  Subsidiary
          thereof shall commence any case,  proceeding or other action (A) under
          any existing or future law of any  jurisdiction,  domestic or foreign,
          relating  to  bankruptcy,  insolvency,  reorganization  or  relief  of
          debtors,  seeking to have an order for relief  entered with respect to
          it, or seeking to  adjudicate  it  bankrupt or  insolvent,  or seeking
          reorganization,   arrangement,  adjustment,  winding-up,  liquidation,
          dissolution,  composition  or other  relief with  respect to it or its
          debts, or (B) seeking appointment of a receiver,  trustee,  custodian,
          conservator  or  other  similar  official  for  it or  for  all or any
          substantial  part of its assets,  or the Guarantor or the Lessee shall
          make a general  assignment for the benefit of its  creditors;  or (ii)
          there shall be  commenced  against the  Guarantor  or the Lessee,  any
          case, proceeding or other action of a nature referred to in clause (i)
          above  which (A)  results  in the entry of an order for  relief or any
          such   adjudication   or  appointment  or  (B)  remains   undismissed,
          undischarged  or  unbonded  for a period of sixty (60) days;  or (iii)
          there shall be commenced against the Guarantor or the Lessee any case,
          proceeding  or  other  action   seeking   issuance  of  a  warrant  of
          attachment, execution, restraint or similar process against all or any
          substantial  part of its assets which results in the entry of an order
          for any such relief which shall not have been vacated,  discharged, or
          stayed or bonded  pending appeal within sixty (60) days from the entry
          thereof;  or (iv) the Guarantor or the Lessee shall take any action in
          furtherance  of,  or  indicating  its  consent  to,  approval  of,  or
          acquiescence  in,  any of the acts set forth in clauses  (i),  (ii) or
          (iii) above;  or (v) the Guarantor or the Lessee shall  generally not,
          or shall be unable to, or shall admit in writing its inability to, pay
          its debts as they become due; or

               (j)  any  Operative  Document  or  any  Lien  granted  under  any
          Operative  Document  shall,  in whole or in material part,  terminate,
          cease to be effective  against,  or (other than as expressly  provided
          therein)  cease  to be  the  legal,  valid,  binding  and  enforceable
          obligation of the Guarantor or the Lessee party thereto; or

               (k) the  Guarantor  or the Lessee  shall  directly or  indirectly
          contest the effectiveness,  validity, binding nature or enforceability
          of any  Operative  Document or any Lien  granted  under any  Operative
          Document; or the Guarantor shall repudiate,  or purport to discontinue
          or terminate, the Guaranty; or the Guaranty shall cease to be a legal,
          valid and binding  obligation  of the Guarantor or cease to be in full
          force and effect; or


                                       23
<PAGE>

               (l) any ground  lease  comprising  all or part of a  Property  is
          amended,  supplemental,  modified  or changed in any  material  manner
          without the prior written  consent of  Administrative  Agent and Agent
          Certificate  Holder or a default occurs under any such ground lease or
          any such ground lease is terminated  without the prior written consent
          of Administrative Agent and Agent Certificate Holder; or

               (m) a final judgment of a court of competent  jurisdiction  in an
          amount  in  excess of  $5,000,000  is  rendered  against  Lessee,  the
          Guarantor or any  Subsidiary  and,  within sixty (60) days after entry
          thereof,  such judgment is not discharged or execution  thereof stayed
          pending appeal,  or within sixty (60) days after the expiration of any
          such stay, such judgment is not discharged.

     Section 16.2. Remedies. Subject to Section 16.5 hereof, upon the occurrence
of any Lease Event of Default and at any time thereafter,  the Agent Certificate
Holder (on  behalf of the  Lessor  Trust)  may,  so long as such Lease  Event of
Default is  continuing,  do one or more of the following  (and in such order) as
the Agent  Certificate  Holder in its sole discretion shall  determine,  without
limiting  any  other  right or  remedy  either  the  Lessor  Trust or the  Agent
Certificate  Holder (on behalf of the Lessor  Trust) may have on account of such
Lease Event of Default  (including,  without  limitation,  the obligation of the
Lessee to purchase all of the Properties as set forth in Section 18.3):

               (a) The Agent Certificate  Holder (on behalf of the Lessor Trust)
          may (i) declare  the entire  outstanding  Lease  Balance to be due and
          payable  together  with  accrued  unpaid  Rent and any  other  amounts
          payable under the Operative Documents, (ii) declare the Commitments to
          be  terminated,  whereupon  the same shall be of no  further  force or
          effect;  provided  that  upon a Lease  Event of  Default  set forth in
          Section 16.1(i) the Commitments shall automatically terminate,  and/or
          (iii) make demand upon the Lessee and/or the Guarantor;

               (b) The Agent Certificate  Holder (on behalf of the Lessor Trust)
          may (or may cause  the  Lessor  Trust  to),  by notice to the  Lessee,
          rescind or  terminate  this Master  Lease as of the date  specified in
          such  notice;  however,  (i)  no  reletting,   reentry  or  taking  of
          possession  of any  Property  (or any  portion  thereof)  by the Agent
          Certificate Holder (or its agents) will be construed as an election on
          either the Lessor  Trust's or the Agent  Certificate  Holder's part to
          terminate  this Master Lease unless a written notice of such intention
          is given to the Lessee, (ii) notwithstanding any reletting, reentry or
          taking of possession,  the Agent Certificate  Holder (on behalf of the
          Lessor  Trust)  may at any time  thereafter  elect to  terminate  this
          Master Lease for a continuing Lease Event of Default, and (iii) no act
          or thing  done by either  the  Lessor  Trust or the Agent  Certificate
          Holder  or any of its  agents,  representatives  or  employees  and no
          agreement  accepting a surrender of the Property shall be valid unless
          the same be made in  writing  and  executed  by the Agent  Certificate
          Holder (on behalf of the Lessor Trust);

               (c) The Agent Certificate  Holder (on behalf of the Lessor Trust)
          may (or may cause the Lessor Trust to) (i) demand that the Lessee, and
          the Lessee  shall  upon the  written  demand of the Agent  Certificate
          Holder,  return all of the Properties  promptly to the Lessor Trust in


                                       24
<PAGE>

          the manner and condition required by, and otherwise in accordance with
          all of the provisions  of,  Articles VII and IX and Section 8.3 hereof
          as if the Properties were being returned at the end of the Lease Term,
          and neither the Lessor Trust, nor the Agent Certificate Holder nor any
          Certificate Holder shall be liable for the reimbursement of the Lessee
          for any costs  and  expenses  incurred  by the  Lessee  in  connection
          therewith,  and (ii)  without  prejudice to any other remedy which the
          Certificate Holders may have for possession of the Properties,  and to
          the extent and in the manner  permitted by Applicable  Law, enter upon
          the Property and take immediate possession of (to the exclusion of the
          Lessee)  the  Properties  or any part  thereof and expel or remove the
          Lessee and any other  Person who may be  occupying  any  Property,  by
          summary proceedings or otherwise,  all without liability to either the
          Lessor Trust or the Agent Certificate  Holder for or by reason of such
          entry or taking of possession,  whether for the  restoration of damage
          to property caused by such taking or otherwise and, in addition to the
          other  damages  of  the  Certificate  Holders,  the  Lessee  shall  be
          responsible  for all costs and expenses  incurred by the Lessor Trust,
          the  Agent  Certificate   Holder,   the   Administrative   Agent,  the
          Certificate   Holders  and/or  the  Lenders  in  connection  with  any
          reletting, including, without limitation, reasonable brokers' fees and
          all costs of any alterations or repairs made by any such party;

               (d) As more  fully set forth in  Section  16.4  hereof and in the
          Lease  Supplement  (and  consistent  with the intent of the parties as
          detailed  in Article XXV  hereof),  the Agent  Certificate  Holder (on
          behalf  of the  Lessor  Trust)  may (or may  cause  Lessor  Trust  to)
          exercise all remedies  available to a beneficiary or trustee under law
          or equity,  including,  to the extent  permitted  by law, the right to
          sell all or any part of the  Properties  at public or private sale, as
          the Agent  Certificate  Holder may determine.  In connection  with any
          sale or sales  hereunder,  Lessor  Trust may elect to treat any of the
          Properties  which  consists  of a right in action or which is property
          that can be  severed  from the real  property  covered  hereby  or any
          improvements  thereon without causing  structural damage thereto as if
          the same were personal property, and dispose of the same in accordance
          with  applicable  law,  separate  and  apart  from  the  sale  of real
          property.  Any  sale  of any  personal  property  hereunder  shall  be
          conducted  in any  manner  permitted  by  Section  9501  or any  other
          applicable  section  of the  California  Commercial  Code.  Where  the
          Property consists of real and personal property or fixtures whether or




                                       25
<PAGE>

          not such personal  property is located on or within the real property,
          Lessor  Trust may elect in its  discretion  to exercise its rights and
          remedies against any or all of the real property,  personal  property,
          and fixtures in such order and manner as is now or hereafter permitted
          by applicable law.  Without  limiting the generality of the foregoing,
          Lessor  Trust may,  in its sole and  absolute  discretion  and without
          regard to the adequacy of its security,  elect to proceed  against any
          or all of the real  property,  personal  property  and fixtures in any
          manner permitted under Section 9501(4)(a) of the California Commercial
          Code;  and if Lessor Trust  elects to proceed in the manner  permitted
          under Section  9501(4)(a)(ii)  of the California  Commercial Code, the
          power of sale herein granted shall be exercisable  with respect to all
          or any of the real property,  personal  property and fixtures  covered
          hereby,  as  designated  by Lessor  Trust,  and the  Trustee is hereby
          authorized  and  empowered  to  conduct  any  such  sale  of any  real
          property,  personal  property  and  fixtures  in  accordance  with the
          procedures applicable to real property. Where the Property consists of
          real  property  and  personal  property,   any  reinstatement  of  the
          obligation secured hereby, following default and an election by Lessor
          Trust to accelerate the maturity of said obligation,  which is made by
          Lessee or any other  person or entity  permitted to exercise the right
          of  reinstatement  under Section 2924c of the California Civil Code or
          any  successor  statute,  shall not, in  accordance  with the terms of
          California  Commercial Code Section  9501(4)(c)(iii),  prohibit Lessor
          Trust from  conducting  a sale or other  disposition  of any  personal
          property  or  fixtures  or  from  otherwise   proceeding   against  or
          continuing to proceed against any personal property or fixtures in any
          manner permitted by the California Commercial Code; nor shall any such
          reinstatement  invalidate,  rescind  or  otherwise  affect  any  sale,
          disposition or other  proceedings  held,  conducted or instituted with
          respect  to  any   personal   property  or  fixtures   prior  to  such
          reinstatement or pending at the time of such  reinstatement.  Any sums
          paid to  Lessor  Trust in  effecting  any  reinstatement  pursuant  to
          Section  2924c of the  California  Civil  Code shall be applied to the
          secured  obligation  and to Lessor  Trust's and  Trustee's  reasonable
          costs and  expenses in the manner  required by Section  2924c.  Should
          Lessor Trust elect to sell any portion of the  Property  which is real
          property or which is personal  property or fixtures  that Lessor Trust
          has elected under Section  9501(4)(a)(ii) of the California Commercial
          Code to sell together  with real property in accordance  with the laws
          governing a sale of real property,  Lessor Trust or Trustee shall give
          such notice of default and election to sell as may then be required by
          law. Any requirement of the California  Commercial Code for reasonable
          notification  shall be met by mailing  written notice to Lessee at its
          address  above set  forth at least 10 days  prior to the sale or other
          event for which such notice is required;

                   (e) The Agent Certificate Holder (on behalf of the Lessor
         Trust) may (or may cause Lessor Trust to), at its option, elect not to
         terminate this Master Lease and continue to collect all Basic Rent,
         Supplemental Rent, and all other amounts due to the Lessor Trust
         (together with all costs of collection) and enforce the Lessee's
         obligations under this Master Lease as and when the same become due, or
         are to be performed, and at the option of the Agent Certificate Holder
         (on behalf of the Lessor Trust), upon any abandonment of the Property
         by the Lessee or re-entry of same by the Agent Certificate Holder (on
         behalf of the Lessor Trust) or the Lessor Trust, the Agent Certificate
         Holder (on behalf of the Lessor Trust) or the Lessor Trust may, in its
         sole and absolute discretion, elect not to terminate this Master Lease
         and may make the necessary repairs in order to relet the Property, and
         relet the Property or any part thereof for such term or terms (which
         may be for a long term extending beyond the Lease Term of this Master
         Lease) and at such rental or rentals and upon such other terms and
         conditions as the Agent Certificate Holder in its reasonable discretion
         may deem advisable; and upon each such reletting, all rentals actually
         received by the Agent Certificate Holder from such reletting shall be
         applied to the Lessee's obligations hereunder and the other Operative
         Documents in the manner provided in Section 7.6(a) or (c), as
         applicable, of the Participation Agreement. If such rentals received
         from such reletting during any period are less than the Rent to be paid
         during that period by the Lessee hereunder, the Lessee shall pay any
         deficiency, as calculated by the Agent Certificate Holder, to the
         Administrative Agent on the next Scheduled Payment Date;


                                       26
<PAGE>

               (f) Unless all of the Property has been sold in its entirety, the
          Agent  Certificate  Holder (on behalf of the Lessor Trust) may (or may
          cause Lessor Trust to), whether or not the Agent Certificate Holder or
          the Lessor Trust shall have exercised or shall  thereafter at any time
          exercise  any of its  rights  under  clause  (c),  (d) or (e) of  this
          Section  16.2 with  respect  to all of the  Property  or any  portions
          thereof, demand, by written notice to the Lessee specifying a date not
          earlier than twenty (20) days after the date of such notice,  that the
          Lessee  purchase,  on the date  specified in such  notice,  all of the
          Property in accordance  with the provisions of Article XXI and Section
          18.2;

               (g) The Agent Certificate  Holder (on behalf of the Lessor Trust)
          may (or may cause  Lessor Trust to) exercise any other right or remedy
          that may be  available  to it under  Applicable  Law,  or  proceed  by
          appropriate  court action  (legal or  equitable)  to enforce the terms
          hereof or to recover damages for the breach hereof. Separate suits may
          be brought to collect  any such  damages for any  period(s),  and such
          suits shall not in any manner prejudice the Agent Certificate Holder's
          or  Lessor  Trust's  rights  to  collect  any  such  damages  for  any
          subsequent  period(s),  or the Agent Certificate  Holder may defer any
          such suit until after the expiration of the Lease Term, in which event
          such suit shall be deemed not to have accrued until the  expiration of
          the Lease Term;

               (h) The Agent  Certificate  Holder  (or,  as the case may be, the
          Lessor Trust at the Agent Certificate  Holder's  direction) may retain
          and  apply  against  the  Lease  Balance  all  sums  which  the  Agent
          Certificate  Holder (or, as the case may be, the Lessor  Trust) would,
          absent  such Lease  Event of  Default,  be required to pay to, or turn
          over to, the Lessee pursuant to the terms of this Master Lease; or

               (i) The Agent  Certificate  Holder  (or,  as the case may be, the
          Lessor  Trust at the Agent  Certificate  Holder's  direction),  to the
          extent  permitted  by  Applicable  Law,  as a matter of right and with
          notice  to the  Lessee,  shall  have the  right to apply to any  court
          having  jurisdiction to appoint a receiver or receivers of any part of
          the Property,  and the Lessee hereby irrevocably  consents to any such
          appointment. Any such receivers shall have all of the usual powers and
          duties of receivers in like or similar cases and all of the powers and
          duties of the Agent  Certificate  Holder  (or, as the case may be, the
          Lessor  Trust)  in case of  entry,  and  shall  continue  as such  and
          exercise such powers until the date of confirmation of the sale of the
          Property unless such receivership is sooner terminated.

         The Agent Certificate Holder (or, as the case may be, the Lessor Trust
at the Agent Certificate Holder's direction) shall be entitled (or may cause the
Lessor Trust) to enforce payment of the indebtedness and performance of the
obligations secured hereby and to exercise all rights and powers under this
instrument or under any of the other Operative Documents or other agreement or
any laws now or hereafter in force, notwithstanding some or all of the
obligations secured hereby may now or hereafter be otherwise secured, whether by
mortgage, security agreement, pledge, lien, assignment or otherwise. Neither the
acceptance of this instrument nor its enforcement shall prejudice or in any
manner affect the Agent Certificate Holder's (or, as the case may be, the Lessor
Trust's) right to realize upon or enforce any other security now or hereafter
held by the Agent Certificate Holder (or may cause the Lessor Trust), it being
agreed that the Agent Certificate Holder shall be entitled to enforce this

                                       27
<PAGE>

instrument and any other security now or hereafter held by the Agent Certificate
Holder in such order and manner as the Certificate Holder may determine in its
absolute discretion. No remedy herein conferred upon or reserved to the Agent
Certificate Holder (or, as the case may be, the Lessor Trust) is intended to be
exclusive of any other remedy herein or by law provided or permitted, but each
shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity or by statute. Every
power or remedy given by any of the Operative Documents to the Agent Certificate
Holder (or, as the case may be, the Lessor Trust) or to which it may otherwise
be entitled, may be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by the Agent Certificate Holder. In no
event shall the Agent Certificate Holder (or, as the case may be, the Lessor
Trust), in the exercise of the remedies provided in this instrument (including,
without limitation, in connection with the assignment of rents to Lessor Trust,
or the appointment of a receiver and the entry of such receiver onto all or any
part of the Properties), be deemed a "mortgagee in possession," and neither the
Agent Certificate Holder nor the Lessor Trust shall in any way be made liable
for any act, either of commission or omission, in connection with the exercise
of such remedies.

         If, pursuant to the exercise by the Agent Certificate Holder (or, as
the case may be, the Lessor Trust) of its remedies pursuant to this Section
16.2, the Lease Balance and all other amounts due and owing from the Lessee
under this Master Lease and the other Operative Documents have been paid in
full, then the Agent Certificate Holder (or, as the case may be, the Lessor
Trust) shall remit to the Lessee any excess amounts received by the Agent
Certificate Holder (or, as the case may be, the Lessor Trust).

         If requested by the Agent Certificate Holder in connection with the
exercise of its remedies pursuant to this Section 16.2, the Lessee hereby agrees
to enter into an operating agreement and in connection therewith to serve as the
operator of the Properties; such agreement to be on market terms established in
good faith and reasonably acceptable to the Agent Certificate Holder.

        Section 16.3. Waiver of Certain Rights. (a) To the maximum extent
permitted by law, the Lessee hereby waives the benefit of any appraisement,
valuation, stay, extension, reinstatement and redemption laws now or hereafter
in force and all rights of marshalling in the event of any sale of the Property
or any interest therein, (b) if this Master Lease shall be terminated pursuant
to Section 16.2, the Lessee waives, to the fullest extent permitted by law, (i)
any notice of re-entry or the institution of legal proceedings to obtain
re-entry or possession; (ii) any right of redemption, re-entry or repossession;
(iii) the benefit of any laws now or hereafter in force exempting property from
liability for rent or for debt or limiting the Agent Certificate Holder (or, as
the case may be, the Lessor Trust) with respect to the election of remedies; and
(iv) any other rights which might otherwise limit or modify any of the Agent
Certificate Holder's (or, as the case may be, the Lessor Trust's) rights or
remedies under this Article XVI.

        Section 16.4. Deed of Trust Remedies. Without limiting any other
remedies set forth in this Master Lease, and also, without limiting the
generality of Article XXV hereof, the Trustee (for the benefit and at the
direction of the Lessor Trust) Agent Certificate Holder (or, as the case may be,
the Lessor Trust at the Agent Certificate Holder's direction) may proceed by a
suit or suits in equity or at law, whether for a foreclosure hereunder, or (to
the extent permitted by law) for the sale of the Property, pursuant to a power


                                       28
<PAGE>

of sale, or against the Lessee on a recourse basis for the Lease Balance, or for
the specific performance of any covenant or agreement contained herein or in aid
of the execution of any power granted herein, or for the appointment of a
receiver pending any foreclosure hereunder or the sale of the Property, or for
the enforcement of any other appropriate legal or equitable remedy. The Trustee
and Lessor Trust shall have all rights available to a trustee or beneficiary
under the laws of the state where the relevant Property is located, including,
without limitation, all rights granted a trustee or beneficiary under the laws
of the State of California, including, without limitation, all rights granted a
trustee or beneficiary under Sections 725a and 726 of the California Code of
Civil Procedure (each such statute, as amended, is hereinafter referred to as a
"Deed of Trust Laws"). In the event that any provisions of this Master Lease
shall be inconsistent with any Deed of Trust Laws, the provisions of such Deed
of Trust Laws shall take precedence over such provision of this Master Lease,
but shall not invalidate or render unenforceable any other provision of this
Master Lease that can be construed in a manner consistent with such Deed of
Trust Laws. If any provision of this Master Lease shall grant the Trustee or the
Lessor Trust any rights or remedies upon default of the Lessee which are more
limited than the rights that would otherwise be vested in the Lessor Trust under
such Deed of Trust Laws in the absence of such provision, the Trustee and Lessor
Trust shall be vested with the rights granted in such Deed of Trust Laws to the
full extent permitted by law. Lessee agrees that the agreements of Lessee herein
contained shall be specifically enforceable by injunction or any other
appropriate equitable remedy and that for the purpose of any suit brought under
this subparagraph, Lessee hereby waives, to the fullest extent permitted by law,
the defense of laches and any applicable statute of limitations. In the event of
foreclosure, Lessee authorizes and empowers Trustee or Lessor Trust to effect
insurance upon the Property in amounts aforesaid for a period covering the time
of redemption from foreclosure sale provided by law, and if necessary therefor,
to cancel any or all existing insurance policies.

        Section 16.5. Limitation on Recourse With Respect to Uncompleted
Properties and in Connection with Limited Recourse Defaults. Notwithstanding any
provision to the contrary contained in this Master Lease or any other Operative
Document, with respect to Uncompleted Properties and with respect to Limited
Recourse Defaults the maximum amount payable by the Lessee on a recourse basis
(excluding any amounts which the Administrative Agent or Agent Certificate
Holder may receive upon a sale or reletting of the Properties) under this
Article XVI and Section 18.3 shall be limited as follows: (a) amounts payable
with respect to each Uncompleted Property shall be limited as set forth in
Section 5.4 of the Construction Agency Agreement and (b) amounts payable with
respect to each Completed Property as the result of a Limited Recourse Default
shall be limited to the aggregate Maximum Recourse Amounts for such Completed
Property plus the aggregate amount of Certificate Holder Amounts that are
allocable to Qualified Land constituting part of such Completed Property plus
all accrued and unpaid Rent (including Supplemental Rent, if any) which has
accrued prior to or as of the date of payment by Lessee; provided, however, that
the foregoing shall not limit or otherwise affect any payments or amounts
payable by the Lessee with respect to any indemnity under any Operative Document
or with respect to any damages incurred by any Agent or any Participant as a
result of the Lessee's failure to return the applicable Property or Properties
as required under this Section 16.4 and Section 16.5. In connection with any
Construction Return or upon the occurrence of any Limited Recourse Default, the
Lessee shall convey to the Agent Lessor all of its interest in (x) in the case


                                       29
<PAGE>

of a Construction Return, the applicable Uncompleted Property or Uncompleted
Properties or (y) in the case of a Limited Recourse Default, all of the
Completed Properties, in each case on the date specified by the Agent Lessor
(such date, the "Return Date") in compliance with the provisions of Section
16.6.

        Section 16.6. Conveyance Upon Construction Return or Limited Recourse
Default. If the Lessee is required to return an Uncompleted Property pursuant to
Section 5.3(b)(ii) of the Construction Agency Agreement or if a Limited Recourse
Default shall have occurred and be continuing, the Lessee shall, in addition to
making the payments required pursuant to Section 5.4 of the Construction Agency
Agreement (in the case of a Construction Return) or pursuant to Section 16.4
hereof (in the case of a conveyance in connection with a Limited Recourse
Default), do each of the following:

               (a) on or prior to the Return  Date,  execute  and deliver to the
          Agent  Certificate  Holder  (or  to  the  Agent  Certificate  Holder's
          designee)  (A) grant deeds with  respect to its interest in all of the
          applicable Properties,  (B) bills of sale with respect to its interest
          in all  personalty  and Equipment (if any) included in the  applicable
          Properties  and (C) an assignment of the Lessee's  entire  interest in
          all of the applicable Properties (which shall include an assignment of
          all of the  Lessee's  right,  title and interest in and to all awards,
          compensation  and insurance  proceeds  payable in connection  with any
          Casualty or  Condemnation  affecting the applicable  Properties and an
          assignment of leases of the  applicable  Properties),  in each case in
          recordable form and otherwise in conformity with local custom and free
          and clear of any Liens attributable to the Lessee excluding  Permitted
          Property Liens  referenced in clauses (i), (vii),  (ix) and (x) of the
          definition thereof;

               (b) execute and deliver to the Agent  Certificate  Holder and the
          other  Certificate  Holders a statement of  termination of this Master
          Lease to the extent relating to the applicable Properties; and

               (c)  on  the  Return  Date,  transfer  possession  of  all of the
          Properties to the independent  purchaser(s) thereof, or, if all of the
          Properties  have not been sold on or prior to the Return Date,  to the
          Certificate  Holders or any Person designated by the Agent Certificate
          Holder,   by  surrendering  the  same  into  the  possession  of  such
          independent purchaser(s), the Agent Certificate Holder or such Person,
          as the case may be.


                                  ARTICLE XVII


                    AGENT CERTIFICATE HOLDER'S RIGHT TO CURE

        Section 17.1. The Agent Certificate Holder's Right to Cure the Lessee's
Lease Defaults. The Agent Certificate Holder, without waiving or releasing any
obligation or Lease Event of Default, may (but shall be under no obligation to)
remedy any Lease Event of Default for the account and at the sole cost and
expense of the Lessee, including the failure by the Lessee to maintain the
insurance required by Article XIII, and may, to the fullest extent permitted by
law, and notwithstanding any right of quiet enjoyment in favor of the Lessee,
enter upon any Property for such purpose and take all such action thereon as may


                                       30
<PAGE>

be necessary or appropriate therefor. No such entry shall be deemed an eviction
of the Lessee. All reasonable out-of-pocket costs and expenses so incurred
(including fees and expenses of counsel), together with interest thereon at the
Overdue Rate from the date on which such sums or expenses are paid by the Agent
Certificate Holder, shall be paid by the Lessee to the Agent Certificate Holder
as Supplemental Rent.


                                  ARTICLE XVIII


                               PURCHASE PROVISIONS

        Section 18.1. Purchase of the Property. Subject to the conditions
contained herein, and without limitation of the Lessee's purchase obligation
pursuant to Section 18.2 or 18.3, the Lessee shall have the irrevocable option
on any Business Day to purchase any or all of the Properties subject to this
Master Lease (the "Purchase Option") at a price equal to the aggregate Property
Balances of the relevant Properties on the date of such purchase (the "Purchase
Option Price"). The Lessee's exercise of its option pursuant to this Section
18.1 shall be subject to the following conditions:

               (i) the Lessee  shall  have  delivered  a Purchase  Notice to the
          Agent Certificate  Holder and the  Administrative  Agent not less than
          thirty (30) days prior to such  purchase,  specifying the date of such
          purchase;

               (ii) the Lessee shall not have delivered (or, if delivered, shall
          not have failed to rescind) a written notice of the Lessee's  exercise
          of the Remarketing Option pursuant to Section 20.1(a);

               (iii) if the  purchase is of less then all  Properties,  no Lease
          Event of Default shall have occurred and then be continuing; and

               (iv) the lessee may not exercise its Purchase Option with respect
          to any Property  unless the Lessee  purchases all of the Properties or
          the Required Participants shall have consented to the exercise of such
          purchase Option with respect to less than all of the Properties, which
          consent shall not be unreasonably withheld.

         If the Lessee exercises its option pursuant to this Section 18.1 then,
upon the Administrative Agent's receipt of all amounts due in connection
therewith, the Agent Certificate Holder shall cause Lessor Trust to transfer to
the Lessee or its designees all of the Lessor Trust's right, title and interest
in and to the Property in accordance with the procedures set forth in Section
21.1(a), such transfer to be effective as of the date specified in the Purchase
Notice. The Lessee may designate, in a notice given to the Agent Certificate
Holder and the Administrative Agent not less than ten (10) Business Days prior
to the closing of such purchase (time being of the essence), the transferee or
transferees to whom the conveyance shall be made (if other than to the Lessee),


                                       31
<PAGE>

in which case such conveyance shall (subject to the terms and conditions set
forth herein) be made to such designee; provided, however, that such designation
of a transferee or transferees shall not cause the Guarantor or the Lessee to be
released, fully or partially, from any of their obligations under this Master
Lease, including, without limitation, the obligation to pay to the Agent
Certificate Holder the Lease Balance on the date specified in the Purchase
Notice.

        Section 18.2. Expiration Date Purchase Obligation. Unless (a) the Lessee
shall have properly exercised its option pursuant to Section 18.1 and purchased
all of the Properties pursuant thereto, or (b) the Lessee shall have properly
exercised the Remarketing Option and shall have fulfilled all of the
requirements of Article XX and the Lessor Trust shall have sold its interests in
all of the Properties pursuant thereto, then, subject to the terms, conditions
and provisions set forth in this Article, and in accordance with the terms of
Section 21.1(a), the Lessee (or its designee) shall purchase from the Lessor
Trust, and the Lessor Trust shall convey to the Lessee (or its designee), on the
Expiration Date all of the interest of the Lessor Trust in all of the Properties
for an amount equal to the Lease Balance. The Lessee may designate, in a notice
given to the Lessor Trust, the Agent Certificate Holder and the Administrative
Agent not less than ten (10) Business Days prior to the closing of such purchase
(time being of the essence), the transferee or transferees to whom the
conveyance shall be made (if other than to the Lessee), in which case such
conveyance shall (subject to the terms and conditions set forth herein) be made
to such designee; provided, however, that such designation of a transferee or
transferees shall not cause the Lessee to be released, fully or partially, from
any of its obligations under this Master Lease, including, without limitation,
the obligation to pay the Agent Certificate Holder (on behalf of the Lessor
Trust) the Lease Balance on such Expiration Date.

        Section 18.3. Acceleration of Purchase Obligation The Lessee shall be
obligated to purchase for an amount equal to the Lease Balance all of the
interest of the Lessor Trust in all of the Properties (notwithstanding any prior
election to exercise its Purchase Option pursuant to Section 18.1) automatically
and without notice upon the occurrence of any Lease Event of Default described
in clause (i) of Section 16.1. Any purchase under this Section 18.3 shall be in
accordance with the procedures set forth in Section 21.1(a).


                                   ARTICLE XIX


                          EXTENSION OF EXPIRATION DATE

     Section  19.1.  Extension  of  Expiration  Date.  The Lessee may extend the
Expiration Date subject to, and in accordance  with, the terms and conditions of
Section 11.1 of the Participation Agreement.


                                   ARTICLE XX


                               REMARKETING OPTION

     Section 20.1. Option to Remarket. Subject to the fulfillment of each of the
conditions  set forth in this Section 20.1 and Section 20.2  (collectively,  the
"Return  Conditions"),  the  Lessee  shall  have the  option  (the  "Remarketing
Option") to remarket  and  complete  the sale of all of the  Properties  for the
Lessor Trust.


                                       32
<PAGE>

         The Lessee's effective exercise and consummation of the Remarketing
Option shall be subject to the due and timely fulfillment of each of the
following provisions and the provisions of Section 20.2 as to each of the
Properties as of the dates set forth below.

     (a) Unless a longer  period is called for  pursuant to any  Requirement  of
Law, on the date not later than three hundred sixty-five (365) days prior to the
Expiration Date, the Lessee shall give to the Agent  Certificate  Holder and the
Administrative  Agent written notice of the Lessee's exercise of the Remarketing
Option.

     (b) Not  later  than  one  hundred  and  twenty  (120)  days  prior  to the
Expiration  Date,  the Lessee shall deliver to the Agent  Certificate  Holder an
Environmental  Audit  for  each  Property.  Such  Environmental  Audit  shall be
prepared by an environmental consultant selected by the Agent Certificate Holder
in the Agent  Certificate  Holder's  discretion  and shall  contain  conclusions
satisfactory to the Agent Certificate  Holder as to the environmental  status of
each Property.  If any such Environmental Audit indicates any exceptions calling
for a Phase Two environmental  assessment,  the Lessee shall have also delivered
prior  to the  Expiration  Date a Phase  Two  environmental  assessment  by such
environmental   consultant  and  a  written  statement  by  such   environmental
consultant  indicating that all such exceptions have been remedied in compliance
with Applicable Law.

     (c) On the date of the Lessee's notice to the Agent  Certificate  Holder of
the Lessee's  exercise of the Remarketing  Option,  no Lease Event of Default or
Lease Default shall exist, and,  thereafter,  no Lease Event of Default or Lease
Default shall occur.

     (d) The  Completion  Date shall have occurred with respect to each Property
prior to the  Lessee's  delivery  of notice of its  intention  to  exercise  the
Remarketing Option, and each parcel of Land subject to any ground lease shall be
a separate tax lot.

     (e) The  Lessee  shall  have  substantially  completed  all  Modifications,
restoration and rebuilding of the relevant  Properties pursuant to Sections 10.1
and 14.1 (as the case may be) and shall have fulfilled all of the conditions and
requirements  in connection  therewith  pursuant to such Sections,  in each case
prior to the date on which the Agent  Certificate  Holder  receives the Lessee's
notice of the Lessee's  intention to exercise the Remarketing Option (time being
of the  essence),  regardless  of whether the same shall be within the  Lessee's
control.  Lessee  shall have also paid the cost of all  Modifications  commenced
prior to the  Expiration  Date.  Lessee shall not have been excused  pursuant to
Section 12.1 from  complying with any Applicable Law that involved the extension
of the ultimate  imposition of such  Applicable Law beyond the Expiration  Date.
Any Permitted Property Liens (other than Lessor Liens) on any Property that were
contested  by Lessee shall have been  removed and the Agent  Certificate  Holder
shall have  received  evidence  satisfactory  to it that all Liens  (other  than
Lessor Liens and uncontested  Permitted  Property Liens of the type described in
clauses (i), (vii), (ix) and (x) of the definition thereof) have been removed.

        Section 20.2. Procedures During Remarketing. (a) During the Marketing
Period, the Lessee shall, as nonexclusive agent for the Lessor Trust, use its
best efforts to sell the interest of the Lessor Trust in the Properties and will
attempt to obtain the highest purchase price therefor and for not less than the


                                       33
<PAGE>

Fair Market Sales Value. The Lessee will be responsible for hiring brokers and
making the Property available for inspection by prospective purchasers. Lessee
shall promptly upon request permit inspection of the Property and any
maintenance records relating to any Property by the Agent Certificate Holder,
any Participant and any potential purchasers, and the Lessee shall otherwise do
all things necessary to sell and deliver possession of the Properties to any
purchaser. All such marketing of the Properties shall be at the Lessee's sole
expense.

     (b) The Lessee shall use best  efforts to procure  written bids from one or
more bona fide prospective purchasers.  No such purchaser shall be the Guarantor
or any Affiliate thereof.  The written offer must specify the Expiration Date as
the closing date. The Agent Certificate Holder and each Certificate Holder shall
have the right, but shall be under no duty, to solicit bids, to inquire into the
efforts of the Lessee to obtain bids or otherwise  to take action in  connection
with any such sale.

     (c) The  Lessee  shall  submit  all bids to the  Agent  Certificate  Holder
promptly upon receipt,  and the Agent  Certificate  Holder and each  Certificate
Holder  will  have the  right to submit  any one or more  bids.  Any sale by the
Lessee  shall be for the highest  cash bid  submitted  to the Agent  Certificate
Holder.  The  determination  of the  highest  bid  shall  be made  by the  Agent
Certificate  Holder prior to the end of the Marketing Period,  but in any event,
the Agent Certificate Holder shall have no obligation to approve any bid for any
Property  unless each highest bid for a Property  equals or exceeds the Property
Cost for such Property plus all Permitted Sales Costs  therefor.  All bids shall
be on an all-cash basis.

     (d) In  connection  with any such sale of any  Property,  the  Lessee  will
provide  to the  purchaser  all  customary  "seller's"  indemnities  (including,
without  limitation,  an  environmental  indemnity  to the  extent  the same are
required by the purchaser) and representations  and warranties  regarding title,
absence of Liens (except Lessor Liens) and the condition of such  Property.  The
Lessee shall have obtained,  at its cost and expense, all required  governmental
and  regulatory  consents  and  approvals  and shall  have made all  filings  as
required by  Applicable  Law in order to carry out and  complete the transfer of
each of the Properties.  As to the Agent Certificate  Holder,  the Lessor Trust,
and the Certificate  Holders, any such sale shall be made on an "as is, with all
faults" basis without  representation or warranty by the Lessor Trust, the Agent
Certificate  Holder or any other  Certificate  Holder  other than the absence of
Lessor Liens  attributable to the Lessor Trust or such Certificate  Holder.  Any
agreement as to such sale shall be made subject to the rights of the Certificate
Holders hereunder.

     (e) The Lessee  shall pay  directly,  and not from the sale  proceeds,  all
prorations,  credits, costs and expenses of the sale of the Properties,  whether
incurred  by  the  Certificate  Holders  or  the  Lessee,   including,   without
limitation,  the cost of all title insurance,  surveys,  environmental  reports,
appraisals,  transfer taxes, the reasonable attorneys' fees of the Lessor Trust,
the Agent Certificate Holder, the Certificate  Holders,  the Lessee's attorneys'
fees,  commissions,  escrow fees, recording fees, and all applicable documentary
and other transfer taxes; provided, however, that upon consummation of the sales
(if any) of the Properties during the Marketing Period and the Agent Certificate
Holder's  receipt of the Gross  Remarketing  Proceeds and all other  amounts due
under this Master  Lease and the other  Operative  Documents,  the Lessor  Agent
shall apply such Gross Remarketing Proceeds,  first, to payment of the Permitted
Sales Costs in accordance with Section 20.1(h).


                                       34
<PAGE>

     (f)  Lessee  shall  pay to the  Administrative  Agent  on or  prior  to the
Expiration  Date (or in the case of  Supplemental  Rent, to the Person  entitled
thereto) an amount equal to the Maximum  Recourse  Amount for such Property plus
the aggregate amount of Loans and Certificate  Holder Amounts that are allocable
to Qualified Land plus all accrued and unpaid Rent (including Supplemental Rent,
if any) and all other amounts  hereunder which have accrued or will accrue prior
to or as of the Expiration  Date, in the type of funds  specified in Section 3.4
hereof.

     (g)  Lessee  shall  pay to the  Administrative  Agent  on or  prior  to the
Expiration  Date the amounts,  if any,  required to be paid  pursuant to Section
13.2 of the Participation Agreement.

     (h) The sale of the Properties  shall be consummated on the Expiration Date
and the gross  proceeds  (the "Gross  Remarketing  Proceeds") of the sale of the
Properties  (less  any  marketing,   closing  or  other  costs,   prorations  or
commissions incurred by the Certificate Holders or the Agent Certificate Holder)
shall  be paid  directly  to the  Administrative  Agent.  If any  such  sales of
Properties  are  consummated  during  the  Marketing  Period,   then,  upon  the
Administrative  Agent's timely receipt of the Gross Remarketing Proceeds thereof
and all other  amounts  due to the  Administrative  Agent and Agent  Certificate
Holder and the  Participants  under this  Master  Lease and the other  Operative
Documents  (including  all amounts due  pursuant to clause (f) above and Article
XIII of the Participation Agreement),  the Administrative Agent shall apply such
Gross  Remarketing  Proceeds,  first,  to the payment of Permitted  Sales Costs,
second to the payment of the Loans in excess of the Maximum  Recourse Amount and
third to the Agent Certificate Holder for payment to the Certificate Holders. On
an individual Property basis, if, the Gross Remarketing  Proceeds from such sale
(if any) of a Property exceeds the sum of (i) the aggregate Property Balance for
such Property being sold as of such date minus the Maximum Recourse Amount, Loan
and  Qualified  Land  amounts and other  amounts  paid to  Administrative  Agent
pursuant to clause (f) above for such  Property  plus (ii) all  Permitted  Sales
Costs with respect to such Property, then the excess shall be paid to the Lessee
on the Expiration Date.

     (i) Except as expressly set forth  herein,  the Lessee shall have no right,
power or  authority to bind the Lessor Trust or any  Participant  in  connection
with any proposed sale of any Property.

     (j) During the Marketing  Period,  the obligation of the Lessee to pay Rent
(including the  installment  of Rent due on the Expiration  Date) shall continue
undiminished  until  payment in full of the Lease  Balance and all other amounts
due to the  Participants  under the  Operative  Documents  to which  Lessee is a
party.

     Section 20.3.  Remedies for Failed  Remarketing.  If the Lessee effectively
elects the  Remarketing  Option and each of the conditions and  requirements  in
Sections 20.1 and 20.2 shall have been satisfied, but nevertheless the Lessee is
unable to obtain bids satisfactory to the Certificate  Holders,  and the sale of
the Properties is not consummated prior to the end of the Marketing Period,  the


                                       35
<PAGE>

Agent  Certificate  Holder shall by written  notice to the Lessee  choose one or
both of the following remedies (which election may be changed at any time):

               (a)  Continue  Remarketing  Efforts.  At the request of the Agent
          Certificate Holder, the Lessee shall continue to market the Properties
          on behalf of the Lessor Trust for up to an  additional  six (6) months
          and at the sole cost and expense of Lessee,  and during such  extended
          marketing  period continue to comply with the requirements of Articles
          IX, X, XI, XIII,  XIV and XX at Lessee's  sole cost and  expense.  The
          Agent  Certificate  Holder  shall  by  written  notice  to the  Lessee
          indicate the duration of such extended  marketing period (the last day
          of such  period,  the  "Extended  Expiration  Date"),  and  the  Agent
          Certificate  Holder  (on behalf of the  Lessor  Trust)  shall have the
          option to accelerate or shorten such Extended  Expiration  Date at any
          time.

               (b) Return.  Demand  that the  Property be returned to the Lessor
          Trust,  whereupon the Lessee shall do each of the following at its own
          cost and expense:

                    (i) execute  and deliver to the Lessor  Trust and the Lessor
               Trust's title insurance company an affidavit as to the absence of
               any Liens (other than  Permitted  Liens of the type  described in
               clause (i), (vii), (viii) or (x) of the definition thereof),  and
               shall  execute  and  deliver  to  the  Lessor  Trust,  the  Agent
               Certificate Holder and the other Certificate  Holders a statement
               of termination of this Master Lease to the extent relating to the
               Property;

                    (ii) transfer possession of the Property to the Lessor Trust
               or any Person  designated  by the Agent  Certificate  Holder,  by
               surrendering  the same into the possession of the Lessor Trust or
               such  Person,  as the case may be, in the  condition  required by
               this Master Lease and in compliance with Applicable Law; and

                    (iii) cooperate fully with the Agent Certificate Holder, the
               other  Certificate  Holders  and/or any Person  designated by the
               Agent   Certificate   Holder  to  receive  the  Property,   which
               cooperation shall include:  if requested by the Agent Certificate
               Holder,  the  applicable  Lessee  hereby  agrees to enter into an
               operating  agreement and in connection  therewith to serve as the
               operator of the relevant Property; such agreement to be on market
               terms established in good faith and reasonably  acceptable to the
               Agent  Certificate  Holder,  providing  copies  of all  books and
               records  regarding the  maintenance and ownership of the Property
               and all non-proprietary  data and technical  information relating
               thereto,  providing a current  copy of the  applicable  Plans and
               Specifications,  to the extent  permitted by any  Requirement  of
               Law, granting or assigning all assignable  licenses necessary for
               the operation  and  maintenance  of the Property and  cooperating
               reasonably in seeking and  obtaining  all necessary  Governmental
               Action.  The obligations of the Lessee under this paragraph shall
               survive the expiration or termination of this Master Lease.


                                       36
<PAGE>

        Section 20.4. No Sale of Property. If the Lessee effectively elects the
Remarketing Option and each of the conditions and requirements in Sections 20.1
and 20.2 shall have been satisfied, but nevertheless the Lessee is unable to
obtain a bid at least equal to the Certificate Holder Balance during the
Remarketing Period or any extension thereof pursuant to Section 20.3(a) and the
Property is not sold (due either to the Agent Certificate Holder's rejection of
any bids or the failure to obtain any bids), there shall not be deemed to be a
Lease Event of Default by virtue of such failure to sell the Properties and the
Lessee shall only be obligated to make the payments referred to in Sections
20.2(e), (f) and (g) hereof.


                                   ARTICLE XXI


             PROCEDURES RELATING TO PURCHASE OR REMARKETING OPTIONS

        Section 21.1. Provisions Relating to the Exercise of Purchase Option or
Obligation and Conveyance upon Remarketing; Conveyance upon Certain Other
Events. (a) In connection with any termination of this Master Lease with respect
to any Property pursuant to the terms of Article XV, in connection with the
Lessee's purchase of any Property in accordance with Section 18.1 hereof or
Section 5.3(b)(i) of the Construction Agency Agreement or in connection with the
Lessee's Expiration Date Purchase Obligation or obligations under Section
16.2(f) or 18.3, then, upon the date on which this Master Lease is to terminate
with respect to the relevant Property and upon tender by the Lessee of the
amounts set forth in Article XV, Sections 16.2(f), 18.1, 18.2 or 18.3, as
applicable:

                    (i) the Agent  Certificate  Holder  shall  execute (or cause
               Lessor  Trust to  execute)  and  deliver to the Lessee (or to the
               Lessee's designee) at the Lessee's cost and expense:  (x) a grant
               deed with respect to the relevant Property,  (y) an assignment of
               the entire interest of the Lessor Trust in the relevant  Property
               (which shall include an assignment of all of the right, title and
               interest  of the Lessor  Trust (or, as the case may be, the Agent
               Certificate Holder or the Administrative Agent) in and to any Net
               Proceeds  with  respect to the relevant  Property not  previously
               received  by the Lessor  Trust (or, as the case may be, the Agent
               Certificate Holder or the Administrative Agent) and an assignment
               of leases of the relevant  Property),  in each case in recordable
               form and otherwise in  conformity  with local custom and free and
               clear of the Lien of the Lessor Mortgage and any Lessor Liens and
               (z) a bill of sale with  respect  to the  interest  of the Lessor
               Trust in the Equipment or such Property (if any);

                    (ii) such  Property  shall be conveyed to the Lessee (or its
               designee) "AS IS" and in its then present physical condition; and

                    (iii) the Lessor  Trust shall  execute and deliver to Lessee
               (or its designee)  and the Lessee's  title  insurance  company an
               affidavit  as to  the  Lessor  Trust's  title  and  Lessor  Liens
               attributable  to it and shall execute and deliver to the Lessee a
               statement of  termination of this Master Lease to the extent this
               Master Lease relates to such Property.


                                       37
<PAGE>

     (b) If the Lessee  properly  exercises the  Remarketing  Option pursuant to
Article XX and a satisfactory  purchaser is located,  then the Lessee shall,  on
the  Expiration  Date,  and at its own cost,  transfer  possession of all of the
Property to the independent purchaser thereof, by surrendering the same into the
possession  of such  purchaser,  free and clear of all Liens  other than  Lessor
Liens and the lien of the Lessor  Mortgage,  in good  condition  (as modified by
Modifications  permitted by this Master Lease), ordinary wear and tear excepted,
and in  compliance  with  Applicable  Law. The Lessee shall  cooperate  with the
Lessor Trust, the Agent Certificate  Holder,  the other Certificate  Holders and
the  independent  purchaser(s) of all of the Property in order to facilitate the
purchase by such  purchaser  of all of the  Property,  which  cooperation  shall
include the following, all of which the Lessee shall do (or cause to be done) on
or  before  the  Expiration   Date  or  as  soon  thereafter  as  is  reasonably
practicable: providing copies of all books and records regarding the maintenance
and ownership of all of the Property and all non-proprietary  data and technical
information  relating  thereto;  providing  a  current  copy  of the  Plans  and
Specifications  for  all  of  the  Property;  to  the  extent  permitted  by any
Requirement  of Law,  granting  or  assigning  all  licenses  necessary  for the
operation and maintenance of all of the Property; and cooperating in seeking and
obtaining all necessary Governmental Action. The obligations of the Lessee under
this paragraph shall survive the expiration or termination of this Master Lease.
The Lessor Trust, the Agent Certificate Holder and the Certificate Holders agree
to cooperate  and execute  such  documents as are  necessary to  facilitate  the
foregoing.


                                  ARTICLE XXII


                              ESTOPPEL CERTIFICATES

     Section 22.1. Estoppel Certificates. At any time and from time to time upon
not less than twenty (20) Business Days' prior request by the Agent  Certificate
Holder or the Lessee (the "Requesting  Party"), the other party (whichever party
shall have received such request,  the "Certifying  Party") shall furnish to the
Requesting Party a certificate signed by an individual having the office of vice
president,  director  or higher in the  Certifying  Party  certifying  that this
Master  Lease is in full force and effect (or that this Master  Lease is in full
force and effect as modified and setting forth the modifications);  the dates to
which the Basic Rent and Supplemental Rent have been paid; to the best knowledge
of the signer of such  certificate,  whether or not the  Requesting  Party is in
default under any of its  obligations  hereunder  and, if so, the nature of such
alleged  default;  and  such  other  matters  under  this  Master  Lease  as the
Requesting Party may reasonably request.

     Any such certificate  furnished pursuant to this Article XXII may be relied
upon  by the  Requesting  Party,  and any  existing  or  prospective  mortgagee,
purchaser  or  lender,  and  any  accountant  or  auditor,  of,  from  or to the
Requesting Party (or any affiliate thereof).


                                       38
<PAGE>


                                  ARTICLE XXIII


                             ACCEPTANCE OF SURRENDER

     Section 23.1.  Acceptance  of Surrender.  No surrender to the Lessor Trust,
the Agent Certificate  Holder or any Certificate  Holder of this Master Lease or
of all or any of the Properties or of any part of any thereof or of any interest
therein shall be valid or effective  unless agreed to and accepted in writing by
the Agent  Certificate  Holder and,  prior to the payment or  performance of all
obligations  under the Loan Agreement and  termination of the  Commitments,  the
Administrative  Agent,  and no act by the Lessor  Trust,  the Agent  Certificate
Holder or any Certificate Holder or any Lender or any representative or agent of
any Certificate  Holder or any Lender,  other than a written  acceptance,  shall
constitute an acceptance of any such surrender.


                                  ARTICLE XXIV


                               NO MERGER OF TITLE

     Section 24.1.  No Merger of Title.  There shall be no merger of this Master
Lease or of the leasehold  estate  created hereby by reason of the fact that the
same Person may acquire,  own or hold,  directly or  indirectly,  in whole or in
part,  (a) this  Master  Lease or the  leasehold  estate  created  hereby or any
interest in this Master Lease or such  leasehold  estate,  (b) the fee estate or
ground leasehold estate in any Property,  except as may expressly be stated in a
written  instrument duly executed and delivered by the appropriate Person or (c)
a beneficial interest in any Certificate Holder.


                                   ARTICLE XXV


                              INTENT OF THE PARTIES

     Section 25.1. Ownership of the Property. (a) The parties hereto intend that
(i) for financial  accounting  purposes  with respect to the Lessee,  the Lessor
Trust will be treated as the owner and lessor of an  undivided  interest in each
Property and the Lessee will be treated as the lessee of the Property  leased by
it hereunder  and (ii) for federal and all state and local income tax  purposes,
state real estate and commercial law and bankruptcy purposes, (A) the Lease will
be treated as a  financing  arrangement,  (B) the  Certificate  Holders  and the
Lenders will be deemed  lenders making loans to the Lessee in an amount equal to
the sum of the Certificate  Holder Amounts and the outstanding  principal amount
of the Loans, which loans are secured by the Property and (C) the Lessee will be
treated as the owner of each  Property  and will be entitled to all tax benefits
ordinarily  available to an owner of properties  like each Property for such tax
purposes.  Nevertheless,  the Lessee  acknowledges  and agrees  that none of the
Administrative  Agent,  the  Agent  Certificate  Holder,  the  Arranger  or  any
Participant has made any representations or warranties to the Lessee concerning


                                       39
<PAGE>

the tax, accounting or legal characteristics of the Operative Documents and that
the Lessee has obtained and relied upon such tax, accounting and legal advice
concerning the Operative Documents as it deems appropriate. The parties hereto
will not take any position inconsistent with the intentions expressed herein.
<PAGE>

     (b) It is the  intent  of the  parties  hereto  that  this  Lease  grants a
security  interest  and  mortgage,  as the case may be, on each  Property to the
Lessor  Trust for the  benefit of the Agent  Certificate  Holder,  and the other
Participants  to secure the  performance  of the Lessee under and payment of all
amounts  under  the  Lease  and  the  other  Operative  Documents  all  as  more
specifically set forth in Section 5 of each Lease Supplement.


                                  ARTICLE XXVI


                                  MISCELLANEOUS

     Section 26.1. Severability;  Perpetuities; Etc. If any term or provision of
this  Master  Lease or any  application  thereof  shall be  declared  invalid or
unenforceable,  the remainder of this Master Lease and any other  application of
such term or provision shall not be affected thereby.  If any right or option of
the  Lessee  provided  in this  Master  Lease,  including  any  right or  option
described  in  Article  XIV,  XV,  XVIII or XX,  would,  in the  absence  of the
limitation  imposed by this sentence,  be invalid or  unenforceable  as being in
violation of the rule against  perpetuities or any other rule of law relating to
the vesting of an interest in or the  suspension  of the power of  alienation of
property,  then such right or option shall be exercisable only during the period
which  shall  end  twenty-one  (21)  years  after  the date of death of the last
survivor of the  descendants of Franklin D. Roosevelt,  the former  President of
the United States, Henry Ford, the deceased automobile manufacturer, and John D.
Rockefeller,  the founder of the Standard Oil Company,  known to be alive on the
date of the execution, acknowledgment and delivery of this Master Lease.

     Section 26.2.  Amendments and  Modifications.  Subject to the requirements,
restrictions and conditions set forth in the  Participation  Agreement,  neither
this Master Lease nor any provision hereof may be amended, waived, discharged or
terminated  except by an instrument in writing in recordable  form signed by the
parties hereto.

     Section 26.3. No Waiver.  No failure by Lessor Trust, the Agent Certificate
Holder, the Administrative Agent, any Participant,  or the Lessee to insist upon
the strict  performance  of any term hereof or to exercise  any right,  power or
remedy upon a default hereunder, and no acceptance of full or partial payment of
Rent during the  continuance of any such default,  shall  constitute a waiver of
any such default or of any such term. To the fullest extent permitted by law, no
waiver of any default shall affect or alter this Master  Lease,  and this Master
Lease shall  continue  in full force and effect  with  respect to any other then
existing or subsequent default.

     Section 26.4. Notices. All notices, demands, requests,  consents, approvals
and other  communications  hereunder  shall be in writing  and  directed  to the
address  described in, and deemed received in accordance with the provisions of,
Section 15.3 of the Participation Agreement.


                                       40
<PAGE>

     Section 26.5.  Successors and Assigns. All the terms and provisions of this
Master  Lease  shall  inure to the  benefit  of the  parties  hereto  and  their
respective successors and permitted assigns.

     Section  26.6.  Headings and Table of  Contents.  The headings and table of
contents in this Master Lease are for  convenience  of reference  only and shall
not limit or otherwise affect the meaning hereof.

     Section 26.7. Counterparts. This Master Lease may be executed in any number
of  counterparts,  each of which  shall be an  original,  but all of which shall
together constitute one and the same instrument.

     SECTION  26.8.  GOVERNING  LAW. THIS MASTER LEASE SHALL BE GOVERNED BY, AND
CONSTRUED  AND  INTERPRETED  IN  ACCORDANCE  WITH,  THE  LAWS  OF THE  STATE  OF
CALIFORNIA  WITHOUT  REGARD TO THE  PRINCIPLES  OF  CONFLICTS OF LAWS (EXCEPT AS
OTHERWISE  SET FORTH IN THE LEASE  SUPPLEMENT  WITH  RESPECT TO THE CREATION AND
PERFECTION  OF THE LIENS AND SECURITY  INTERESTS IN EACH PROPERTY AND THE RIGHTS
AND  REMEDIES  OF THE LESSOR  TRUST AND THE  PARTICIPANTS  WITH  RESPECT TO EACH
PROPERTY).

     Section 26.9.  Original Lease. The single executed  original of this Master
Lease marked "THIS  COUNTERPART  IS THE ORIGINAL  EXECUTED  COUNTERPART"  on the
signature page thereof and  containing  the receipt  thereof of Harris Trust and
Savings Bank, as  Administrative  Agent for the Lenders therefor on or following
the signature  page thereof shall be the Original  Executed  Counterpart of this
Master  Lease (the  "Original  Executed  Counterpart").  To the extent that this
Master Lease  constitutes  chattel paper, as such term is defined in the Uniform
Commercial  Code  as in  effect  in any  applicable  jurisdiction,  no  security
interest in this Master Lease may be created  through the transfer or possession
of any counterpart other than the Original Executed Counterpart.

     Section  26.10.  Time of  Essence.  With  respect  to each of the  Lessee's
obligations and the Lessee's obligations hereunder,  time is of the essence, and
each such party hereby acknowledges and confirms the foregoing.

     Section 26.11.  Ground Lease.  Lessee  represents  that with respect to any
Property  that is  subject  to a  ground  lease,  the copy of the  ground  lease
heretofore  furnished  to Lessor is true and correct  and has not been  amended,
modified or terminated in any respect  (except for amendments and  modifications
embodied in written instruments  heretofore delivered to Lessor),  that no event
has  occurred  and  no  condition  exists  which  would  be  a  ground  for  the
cancellation or termination of the ground lease, that the ground lease is valid,
subsisting  and in full force and  effect  and is  subject to no prior  liens or
encumbrances  whatsoever other than Permitted Property Liens. Lessee agrees that
it  will  observe,  comply  with  and be  bound  by each  and all of the  terms,
covenants and agreements imposed on it by any such ground lease.

     Section  26.12.  Acceptance of Trust,  Notice of  Indemnification.  Trustee
accepts  this  Deed  of  Trust  when  this  Deed of  Trust,  duly  executed  and
acknowledged,  becomes a public record as provided by law.  Trustee shall not be


                                       41
<PAGE>

obligated to perform any act required of it hereunder  unless the performance of
such act is requested in writing and Trustee is reasonably  indemnified  against
loss, cost, liability and expense.

     Section  26.13.  Powers of  Trustee.  At any time or from time to time upon
written  request of Beneficiary  and the  presentation of this Deed of Trust and
the Notes and without affecting the personal liability of any person for payment
of any  indebtedness  hereby secured or  performance  of the  obligation  hereby
secured,  Trustee may, without liability  therefor and without notice:  reconvey
all or any  part  of the  Property  consent  to the  making  of any  map or plat
thereof;  join with Lessee in granting any easement thereon; join with Lessee in
any  declaration  of  covenants  and  restrictions;  or join with  Lessee in any
extension  agreement or any agreement  subordinating  the lien or charge hereof.
Trustee or Lessor  Trust may from time to time  apply to any court of  competent
jurisdiction  for aid and direction in the execution of the trusts hereunder and
the enforcement of the rights and remedies available  hereunder,  and Trustee or
Lessor Trust may obtain  orders or decrees  directing or confirming or approving
acts in the  execution  of said  trusts and the  enforcement  of said rights and
remedies.  Lessee shall pay to Trustee reasonable compensation and reimbursement
for services and expenses in the administration of the trusts created hereunder,
including reasonable attorneys' fees.

     Section 26.14. Reconveyance.  Upon Lessor Trust's written request, and upon
surrender  to Trustee of this Deed of Trust and the Notes for  cancellation  and
retention upon payment of its fees,  Trustee shall reconvey,  without  warranty,
any Property or that portion thereof then held  hereunder.  The recitals in such
reconveyance  of  any  matters  or  facts  shall  be  conclusive  proof  of  the
truthfulness  thereof.  To the extent  permitted  by law, the  reconveyance  may
described  the  grantee as "the  person or persons  legally  entitled  thereto".
Neither  Lessor Trust nor Trustee shall have any duty to determine the rights of
persons claiming to be rightful  grantees of any  reconveyance.  When all of the
Property has been fully reconveyed,  the last such reconveyance shall operate as
a reassignment of all future rents, issues and profits of all of the Property to
the  person or  persons  legally  entitled  thereto,  unless  such  reconveyance
expressly provides to the contrary.

     Section  26.15.  No Liability on Trustee or Lessor  Trust.  Notwithstanding
anything  contained herein,  this Deed of Trust is only intended as security for
the  indebtedness  hereby  secured,  and Trustee  and Lessor  Trust shall not be
obligated  to perform or  discharge,  and do not hereby  undertake to perform or
discharge,  any  obligation,  duty or  liability  of Lessee with  respect to any
Property. Except for their gross negligence or willful and wanton misconduct, no
liability shall be enforced or asserted against Trustee or Lessor Trust in their
exercise of the powers herein respectively granted to them, and Lessee expressly
waives and  releases any such  liability.  Lessee shall and does hereby agree to
indemnify  and hold  Trustee and Lessor  Trust  harmless of and from any and all
liability,  loss or  damage  which  any of them may or might  incur  under or by
reason of the exercise of their respective  rights hereunder and of and from any
and all claims and demands  whatsoever which may be asserted against any of them
by reason of any alleged  obligations or  undertakings  on any of their parts to
perform  or  discharge  any of the  terms,  covenants  or  agreements  of Lessee
contained herein or with respect to any Property,  except in the case of actions
by  Trustee  or  Lessor  Trust  that  constitute  gross  negligence  or  willful
misconduct.  Neither Trustee nor Lessor Trust shall have  responsibility for the


                                       42
<PAGE>

control,  care,  management  or  repair  of the  Property,  nor  shall  they  be
responsible or liable for any negligence in the management,  operation,  upkeep,
repair or control of any  Property  resulting  in loss or injury or death to any
licensee,  employee, tenant or stranger. Without limiting the foregoing, neither
Trustee nor Lessor Trust shall be  responsible  for any  recitals  herein or for
insuring any Property, or for the recording,  filing or refiling of this Deed of
Trust;  nor shall Trustee or Lessor Trust be bound to ascertain or inquire as to
the performance or observance of any covenants,  conditions or agreements on the
part of the Lessee contained herein.

     Section 26.16.  Moneys Received by Trustee.  All moneys received by Trustee
shall,  until  used or  applied  as  herein  provided,  be held in trust for the
purposes for which they were received,  but need not be segregated in any manner
from any other moneys,  except to the extent  required by law, and Trustee shall
be under no liability for interest on any moneys received by it hereunder.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]










                                       43
<PAGE>






         IN WITNESS WHEREOF, the parties have caused this Master Lease to be
duly executed and delivered as of the date first above written.

                             R.M.E., INC., as Lessee



                             By
                               Name
                               Its



                             LODI 2000 DISTRIBUTION TRUST, as Lessor
                               Trust

                               By:     FIRST SECURITY BANK, NATIONAL
                                       ASSOCIATION, not in its individual
                                       capacity but solely as Owner Trustee


                                       By___________________________________
                                         Name:
                                         Title:







                                       S-1
<PAGE>




         THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART, Receipt of this
original counterpart of the foregoing Lease is hereby acknowledged as of the
date hereof.

                             HARRIS TRUST AND SAVINGS BANK, as
                              Administrative Agent for the Lenders



                             By
                              Name
                              Its




                                       S-2
<PAGE>





THIS INSTRUMENT PREPARED BY,
RECORDING REQUESTED BY AND
AFTER RECORDING RETURN TO:


S. TODD CUBBAGE
CHAPMAN AND CUTLER
111 WEST MONROE STREET
CHICAGO, ILLINOIS  60603


                         SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE ONLY
--------------------------------------------------------------------------------

NOTICE:  THIS INSTRUMENT  SECURES FUTURE ADVANCES UNDER A CREDIT FACILITY IN THE
AGGREGATE  AMOUNT OF  $__________,  THE PRIORITY OF WHICH DATE TO THE  RECORDING
DATE HEREOF.


NOTICE: THE OBLIGATION THE PERFORMANCE OF WHICH IS SECURED BY THIS DEED OF TRUST
PROVIDES FOR A VARIABLE INTEREST RATE.

                                                                    EXHIBIT A-1
                                                                TO MASTER LEASE
                                                   (CALIFORNIA LEASE SUPPLEMENT)


                           LEASE SUPPLEMENT NO. ____(1)
                        (Memorandum of Lease Supplement,
           Memorandum of Master Lease and Construction Deed of Trust,
              Fixture Filing and Memorandum of Option to Purchase)

         THIS LEASE SUPPLEMENT NO. _______ (Memorandum of Lease Supplement,
Memorandum of Master Lease and Construction Deed of Trust, Fixture Filing and
Memorandum of Option to Purchase) (this "Lease Supplement") dated as of
___________, 20__, between R.M.E., INC., a California corporation, having its
principal office at 7801 St. Helena Highway, Oakville, California 94562, as the
Lessee, LODI 2000 DISTRIBUTION TRUST, a grantor trust, having its principal
office at c/o First Security Bank, National Association, Attention: Corporate
Trust Administration as the Lessor Trust (the "Lessor Trust"), having its
principal office at 79 South Main Street, 3rd Floor, Salt Lake City, Utah
84111-1921 and ________ Title Insurance Company, a ________ ("Trustee), having
its principle office at ________ as trustee, for the benefit of Lessor Trust, as
trustee, for the benefit of Agent Certificate Holder.

ATTENTION OF RECORDING OFFICERS: Certain of the Property is or will become
"fixtures" (as that term is defined in the California Commercial Code) on the
real estate described in Schedule I attached hereto and this instrument, upon
being filed for record in the real estate records, shall operate also as a
financing statement upon such of the Property which is or may become fixtures.
The Lessee has an interest of record in the Property. This instrument is to be
recorded in, among other places, the real estate records of the county in which
such property is located.


(1)  The Lease Supplement must be customized in cases where the Land will be
     leased rather than held in fee by the Agent Lessor.

<PAGE>



                                   WITNESSETH:

         WHEREAS, the Lessor Trust [is the record owner of] [has a leasehold
interest in] the land described on Schedule I attached hereto (the "Subject
Land") together with all Improvements which hereafter may be constructed on the
Subject Land (the "Subject Improvements" and, together with the Subject Land,
the "Subject Property");

         WHEREAS, the Lessor Trust desires to lease the Subject Property to the
Lessee and the Lessee wishes to lease the Subject Property from the Lessor
Trust;

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree to enter
into this Lease Supplement, as follows:

          1. Certain Terms. Capitalized terms used but not otherwise defined in
this Lease Supplement have the meanings specified in Appendix A to the
Participation Agreement dated as of July 14, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "Participation
Agreement"), and the rules of interpretation specified in Appendix A to the
Participation Agreement shall apply to this Lease Supplement.

          2. Nature of Transaction. (a) The parties intend that (i) for
financial accounting purposes with respect to the Lessee, the Lessor Trust will
be treated as the [owner and lessor] [lessee and sublessor] of an undivided
interest in the respective Properties and the Lessee will be treated as the
[lessee] [sublessee] of such Properties and (ii) for federal, state and local
income tax purposes, state real estate and commercial law purposes and
bankruptcy purposes, (A) the Lease will be treated as a financing arrangement,
(B) the Certificate Holders and the Lenders will be deemed lenders making loans
to the Lessee in an amount equal to the sum of the Certificate Holder Amounts
and the outstanding principal amount of the Loans, which loans are secured by
such Properties and (C) the Lessee will be treated as the [owner] [sublessee] of
such Properties and will be entitled to all tax benefits ordinarily available to
an [owner] [sublessee] of properties like such Properties for such tax purposes.

         (b) It is the intent of the parties hereto that this Lease Supplement
grants a security interest and deed of trust, as the case may be, on the Subject
Property to the Trustee for the benefit of the Agent Certificate Holder, the
Certificate Holders and the Lenders to secure the Lessee's performance under and
payment of all amounts under the Lease and the other Operative Documents.

          3. Subject Property; Memorandum of Lease; Fixed Rent. (a) Attached
hereto as Schedule I is the description of the Subject Land. Attached hereto as


                                       2
<PAGE>

Schedule II is the description of all Improvements located on the Subject Land
as of the date hereof. Attached hereto as Schedule III is a description of all
Equipment constituting a portion of the Improvements for which Fixed Rent
payments will be required. Effective upon the execution and delivery of this
Lease Supplement by the Lessor Trust and the Lessee, the Subject Property shall
be subject to the terms and provisions of the Master Lease. The Master Lease is
incorporated by reference herein as if set forth herein in its entirety. Subject
to the terms and conditions of the Master Lease, the Lessor Trust hereby leases
the Subject Property to the Lessee for the Lease Term (as defined below) of this
Lease Supplement, and the Lessee hereby agrees with the Lessor Trust, expressly
for the direct benefit of the Certificate Holders, to lease the Subject Property
from the Lessor Trust for the Lease Term. The Master Lease is dated as of July
14, 2000 and is by and between the Trustee, the Lessor Trust and the Lessee.

         (b) Lessee agrees that Fixed Rent, if any, will be paid on the dates
and in the amounts set forth on Schedule III attached hereto.

          4. Lease Term; Option to Purchase. The term of this Lease Supplement
(the "Lease Term") shall begin on the date hereof and shall end on July 18, 2005
(as the same may be extended by the terms of the Participation Agreement, the
"Expiration Date"). The Lessee may elect to extend the Lease Term for one (1)
additional period of one (1) year (such additional year a "Renewal Term")
pursuant to Section 11.1(a) of the Participation Agreement. The election to
extend the Lease Term for the one (1) year period must be made not earlier than
one (1) year after the Completion Date (as defined in the Participation
Agreement) and not later than July 18, 2004. For and in consideration of good
and valuable consideration paid by the Lessee to the Administrative Agent as
described in the Master Lease, the Lessor Trust hereby grants to the Lessee the
right to purchase the Subject Property during the Lease Term of this Lease
Supplement on the terms and subject to the conditions (including, without
limitation, payment of the Property Balance thereof) set forth in Sections 15.3
and 18.1 of the Master Lease.

          5. Liens and Security Interests. (a) Specifically, without limiting
the generality of Section 2, the Lessor Trust, the Agent Certificate Holder and
the Lessee intend and agree that in the event of any insolvency or receivership
proceedings or a petition under the United States bankruptcy laws or any other
applicable insolvency laws or statute of the United States of America or any
State or Commonwealth thereof affecting the Lessee, any Certificate Holder, any
Lender or any collection actions, the transactions evidenced by the Operative
Documents shall be regarded as loans made by the Lenders and the Certificate
Holders as unrelated third party lenders to the Lessee secured by respective
Properties (it being understood that the Lessee hereby deeds and warrants and
grants a security interest in the Subject Property (consisting of a fee deed of
trust or leasehold deed of trust with respect to the Subject Property) to the
Trustee for the benefit of the Agent Certificate Holder, the Certificate Holders
and the Lenders to secure all Certificate Holder Amounts and Loans advanced by
the Participants for the acquisition of the respective Properties and
construction of the Improvements thereon, together with Yield or interest, as
applicable, thereon, and all other amounts payable under the Operative Documents
in connection therewith, effective on the date hereof).

         (b) Specifically, but without limiting the generality of Section 2, the
Lessor Trust, the Agent Certificate Holder and the Lessee further intend and
agree that, for the purpose of securing the obligation of the Lessee for the
repayment of the above-described loans from the Certificate Holders and the


                                       3
<PAGE>

Lenders to the Lessee, (i) the Master Lease and Lease Supplements shall also be
deemed to be a security agreement and financing statement within the meaning of
Article 9 of the California Commercial Code and a real property mortgage or deed
of trust; (ii) the conveyance provided for hereby and in Article II of the
Master Lease shall be deemed to be a grant by the Lessee to the Beneficiary of a
security interest in all of the right, title and interest of the Lessee in and
to the Subject Property and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, investments, securities or other
property (it being understood that the Lessee hereby deeds and warrants and
grants a security interest in the Subject Property Beneficiary to secure all
Loans and Certificate Holder Amounts advanced by the Participants for the
acquisition of such Properties and construction of Improvements thereon (the
principal amount of which shall not exceed in the aggregate $17,000,000
outstanding at any given time), together with Yield or interest thereon, and all
other amounts payable under the Operative Documents in connection therewith) and
(iii) the possession by the Lessor Trust or any of its agents of notes and such
other items of property as constitute instruments, money, negotiable documents
or chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-305 of the
California Commercial Code. The Lessor Trust and the Lessee shall, to the extent
consistent with the Master Lease and Lease Supplements, take such actions and
execute, deliver, file and record such other documents, financing statements,
mortgages and deeds of trust as may be necessary to ensure that, if the Lease
was deemed to create a security interest in the Properties in accordance with
this Section, such security interest would be deemed to be a perfected security
interest (subject only to Permitted Property Liens) and will be maintained as
such throughout the Lease Term.

         (c) Specifically, but without limiting the foregoing or the generality
of Section 2, Lessee, as Trustor, hereby grants to the Trustee in trust, with
power of sale, for the benefit of Beneficiary, all of Lessee's right, title, and
interest in and to the following (collectively, the "Mortgaged Property") set
forth in clauses (i) through (x) below and grants to the Beneficiary a security
interest in all of Lessee's right, title and interest in and to the following
set forth in clauses (x) and (xi) below: (i) the Subject Property and
Appurtenant Rights relating thereto and all proceeds, both cash and noncash
thereof; (ii) all easements, rights-of-way, strips and gores of land, vaults,
streets, ways, alleys, passages, sewer rights, waters, water courses, water
rights, including without limitation the stock in any water company providing
water for irrigation of the Subject Property, minerals, flowers, shrubs, crops,
trees, timber and other emblements now or hereafter located on the Subject Land
or under or above the same or any part or parcel thereof, and all estates,
rights, titles, interests, tenements, hereditaments and appurtenances,
reversions and remainders whatsoever, in any way belonging, relating or
appertaining to the Subject Property or any part thereof, or which hereafter
shall in any way belong, relate or be appurtenant thereto, whether now owned or
hereafter acquired by Lessee; (iii) all right, title and interest of Lessee in
all furnishings, furniture, fixtures, machinery, apparatus, Equipment, fittings,
appliances, building supplies and materials, vehicles (excluding Lessee's
personal automobiles), chattels, goods, consumer goods, farm products,
warranties, chattel paper, documents, accounts, general intangibles, and
goodwill related thereto, and all other articles of personal property of every
kind and nature whatsoever, tangible or intangible, now heretofore or hereafter
acquired with any proceeds of the Subject Obligations and now, heretofore or
hereafter (A) arising out of or related to the ownership of the Subject
Property, or (B) located in, on or about the Subject Property, or (C) used or
intended to be used with or in connection with the construction, use, operation


                                       4
<PAGE>

or enjoyment of the Subject Property; (iv) all right, title and interest of
Lessee in any and all leases, rental agreements and arrangements of any sort now
or hereafter affecting the Subject Property or any portion thereof and providing
for or resulting in the payment of money to Lessee for the use of the Subject
Property or any portion thereof, whether the user enjoys the Subject Property or
any portion thereof as tenant for years, licensee, tenant at sufferance or
otherwise, and irrespective of whether such leases, rental agreements and
arrangements be oral or written, and including any and all extensions, renewals
and modifications thereof (the "Subject Leases") and guaranties of the
performance or obligations of any tenants or lessees thereunder, together with
all income, rents, issues, profits and revenues from the Subject Leases
(including all tenant security deposits and all other tenant deposits, whether
held by Lessee or in a trust account, and all other deposits and escrow funds
relating to any Subject Leases), and all the estate, right, title, interest,
property, possession, claim and demand whatsoever at law, as well as in equity,
of Lessee of, in and to the same; provided, however, that Lessee shall have a
revocable license to collect and apply such rental payments and revenues as
provided in the Master Lease and the other Operative Documents; (v) to the
extent transferable under any Requirement of Law, all right, title and interest
of Lessee in, to and under all management contracts, service contracts, utility
contracts, leases of equipment, documents and agreements relating to the
construction of any Improvements (including any and all construction contracts,
architectural contracts, engineering contracts, designs, plans, specifications,
drawings, surveys, tests, reports, bonds and governmental approvals) and all
other contracts, licenses and permits now or hereafter affecting the Subject
Property or any part thereof and all guaranties and warranties with respect to
any of the foregoing (the "Subject Contracts"); (vi) all right, title and
interest of Lessee in any insurance policies or binders now or hereafter
relating to the Subject Property, including any unearned premiums thereon, as
further provided in the Master Lease; (vii) all right, title and interest of
Lessee in any and all awards, payments, proceeds and the right to receive the
same, either before or after any foreclosure hereunder, as a result of any
temporary or permanent injury or damage to, taking of or decrease in the value
of the Subject Property by reason of casualty, condemnation or otherwise as
further provided in the Master Lease; (viii) [intentionally omitted]; (ix)
[intentionally omitted]; (x) all claims and causes of action arising from or
otherwise related to any of the foregoing, and all rights and judgments related
to any legal actions in connection with such claims or causes of action; and
(xi) all Modifications, extensions, additions, improvements, betterments,
renewals and replacements, substitutions, or proceeds of any of the foregoing,
and all inventory, chattel paper, documents, instruments, Equipment, fixtures,
farm products, consumer goods, general intangibles and other property of any
nature constituting proceeds acquired with proceeds of any of the property
described hereinabove; all of which foregoing items are hereby declared and
shall be deemed to be a portion of the security for the Indebtedness and Subject
Obligations herein described, a portion of the above described collateral being
located upon the Subject Land.

          6. Remedies. Without limiting any other remedies set forth herein, in
the event that a court of competent jurisdiction rules that each of the Master
Lease and this Lease Supplement constitutes a deed of trust or other secured
financing with respect to the Subject Property as is the intent of the parties
pursuant to Article XXV of the Master Lease, then the Lessor Trust and the
Lessee agree that upon a Lessee Event of Default, Beneficiary may declare all
sums secured hereby immediately due and payable by delivery to Trustee of
written declaration of default and demand for the sale and of written notice of
default and of election to cause to be sold the Subject Property which notice


                                       5
<PAGE>

Trustee shall cause to be filed for record to the extent required by law.
Beneficiary also shall deposit with Trustee the Lease Supplement and all
documents evidencing the Lease Balance and expenditures secured hereby.

         After the lapse of such time as may then be required by law following
the recordation of said notice of default, and notice of sale having been given
as then required by law, Trustee, without demand on Lessee, shall sell said
property at the time and place fixed by it in said notice of sale, either as a
whole or in separate parcels, and in such order as it may determine at public
auction to the highest bidder for cash in lawful money of the United States,
payable at time of sale. Trustee may postpone sale of all or any portion of said
property by public announcement at such time and place of sale, and from time to
time thereafter may postpone such sale by public announcement at the time fixed
by the preceding postponement. Trustee shall deliver to such purchaser its deed
conveying the property so sold, but without any covenant or warranty, express or
implied. The recitals in such deed of any matters or facts shall be conclusive
proof of the truthfulness thereof. Any person, including Lessee, Trustee, or
Beneficiary as hereinafter defined, may purchase at such sale. Lessee shall have
all rights available to a Trustor under the laws of the jurisdiction in which
the Subject Property is located except to the extent waived in the Operative
Documents. Lessee agrees that the agreements of Lessee herein contained shall be
specifically enforceable by injunction or any other appropriate equitable remedy
and that for the purpose of any suit brought under this subparagraph, Lessee
hereby waives the defense of laches and any applicable statute of limitations.

         After deducting all costs, fees and expenses of Trustee and of this
Trust, including cost of evidence of title in connection with sale, Trustee
shall apply to proceeds of sale to payment of: all sums expended under the terms
hereof, not then repaid, with accrued interest at the amount allowed by law in
effect at the date hereof; all other sums then secured hereby; and the
remainder, if any, to the person or persons legally entitled thereto. In the
event of foreclosure, Lessee authorizes and empowers Trustee or Beneficiary to
effect insurance upon the Subject Property in amounts aforesaid for a period
covering the time of redemption from foreclosure sale provided by law, and if
necessary therefor, to cancel any or all existing insurance policies. In
connection with any sale or sales hereunder, Beneficiary may elect to treat to
the fullest extent permitted by law any of the Subject Property which consists
of a right in action or which is property that can be severed from the real
property covered hereby or any improvements thereon without causing structural
damage thereto as if the same were personal property, and dispose of the same in
accordance with applicable law, separate and apart from the sale of real
property. Any sale of any personal property hereunder shall be conducted in any
manner permitted by Section 9501 or any other applicable section of the
California Commercial Code. Where the Subject Property consists of real and
personal property or fixtures whether or not such personal property is located
on or within the real property, Beneficiary may elect in its discretion to
exercise its rights and remedies against any or all of the real property,
personal property, and fixtures in such order and manner as is now or hereafter
permitted by applicable law. Without limiting the generality of the foregoing,
Beneficiary may, in its sole and absolute discretion and without regard to the
adequacy of its security, elect to proceed against any or all of the real
property, personal property and fixtures in any manner permitted under Section
9501(4)(a) of the California Commercial Code; and if Beneficiary elects to
proceed in the manner permitted under Section 9501(4)(a)(ii) of the California
Commercial Code, the power of sale herein granted shall be exercisable with


                                       6
<PAGE>

respect to all or any of the real property, personal property and fixtures
covered hereby, as designated by Beneficiary, and the Trustee is hereby
authorized and empowered to conduct any such sale of any real property, personal
property and fixtures in accordance with the procedures applicable to real
property. Where the Subject Property consists of real property and personal
property, any reinstatement of the obligation secured hereby, following default
and an election by Beneficiary to accelerate the maturity of said obligation,
which is made by Beneficiary or any other person or entity permitted to exercise
the right of reinstatement under Section 2924c of the California Civil Code or
any successor statute, shall not, in accordance with the terms of California
Commercial Code Section 9501(4)(c)(iii), prohibit Beneficiary from conducting a
sale or other disposition of any personal property or fixtures or from otherwise
proceeding against or continuing to proceed against any personal property or
fixtures in any manner permitted by the California Commercial Code; nor shall
any such reinstatement invalidate, rescind or otherwise affect any sale,
disposition or other proceedings held, conducted or instituted with respect to
any personal property or fixtures prior to such reinstatement or pending at the
time of such reinstatement. Any sums paid to Beneficiary in effecting any
reinstatement pursuant to Section 2924c of the California Civil Code shall be
applied to the secured obligation and to Beneficiary's and Trustee's reasonable
costs and expenses in the manner required by Section 2924c. Should Beneficiary
elect to sell any portion of the Subject Property which is real property or
which is personal property or fixtures that Beneficiary has elected under
Section 9501(4)(a)(ii) of the California Commercial Code to sell together with
real property in accordance with the laws governing a sale of real property,
Beneficiary or Trustee shall give such notice of default and election to sell as
may then be required by law. Any requirement of the California Commercial Code
for reasonable notification shall be met by mailing written notice to Lessee at
its address above set forth at least 10 days prior to the sale or other event
for which such notice is required. Notwithstanding anything to the contrary in
this Lease Supplement, Lessee, in accordance with the applicable laws of the
State of California and applicable provisions of the California Rules of
Procedure, or of any other general or local law or rules or regulations of the
State of California relating to deeds of trust does hereby declare and assent to
the passage of a decree to sell the Subject Property by the equity court having
jurisdiction for the sale thereof and the Trustee appointed by such decree of
court shall have, subject to the terms of the decree of court, the same
authority and power to sell on the terms and conditions herein set forth. This
assent to decree shall not be exhausted in the event the proceeding is dismissed
before the indebtedness secured hereby is paid in full.

          7. Non-Responsibility. Nothing contained in this Lease Supplement
shall be construed as constituting the consent or request of the Lessor Trust,
the Agent Certificate Holder, any Certificate Holder, the Administrative Agent,
or any other Participant, expressed or implied, to or for the performance by any
contractor, mechanic, laborer, materialman, supplier or vendor of any labor or
services or for the furnishing of any materials for any construction,
alteration, addition, repair or demolition of or to the Property or any part
thereof. NOTICE IS HEREBY GIVEN THAT NEITHER THE LESSOR TRUST NOR THE
ADMINISTRATIVE AGENT NOR THE AGENT CERTIFICATE HOLDER NOR ANY CERTIFICATE HOLDER
NOR ANY LENDER IS OR SHALL BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS
FURNISHED OR TO BE FURNISHED TO THE LESSEE, OR TO ANYONE HOLDING THE PROPERTY OR
ANY PART THEREOF THROUGH OR UNDER THE LESSEE, AND THAT NO MECHANIC'S OR OTHER
LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE
INTEREST OF THE LESSOR TRUST, THE ADMINISTRATIVE AGENT, THE AGENT CERTIFICATE
HOLDER, ANY CERTIFICATE HOLDER OR ANY LENDER IN AND TO THE PROPERTY.


                                       7
<PAGE>

          8.  Ratification.  The terms and  provisions of the Master Lease are
hereby ratified and confirmed and remain in full force and effect.  In the event
of any  conflict  between  the terms of the  Master  Lease and the terms of this
Lease Supplement, the terms of the Master Lease shall control.

          9. GOVERNING LAW. THE MASTER LEASE AND THIS LEASE SUPPLEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF CALIFORNIA, EXCEPT WITH RESPECT TO THE CREATION AND PERFECTION OF THE
LIEN CREATED BY THIS LEASE SUPPLEMENT AND THE RIGHTS AND REMEDIES OF THE LESSOR
TRUST AND/OR THE ADMINISTRATIVE AGENT AS PROVIDED HEREIN SHALL BE GOVERNED AND
CONSTRUED BY THE LAWS OF THE STATE OR COMMONWEALTH IN WHICH THE SUBJECT PROPERTY
IS LOCATED WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

          10. Counterpart Execution. This Lease Supplement may be executed in
any  number  of  counterparts  and by each of the  parties  hereto  in  separate
counterparts,  all such counterparts  together constituting but one and the same
instrument.

          11. Future Advances. In the event a court of competent jurisdiction
rules that this instrument constitutes a mortgage, deed of trust or other
secured financing as is the intent of the parties pursuant to Section 5 hereof,
then this instrument will be deemed given to secure not only existing financing,
but also future advances of up to Seventeen Million Dollars ($17,000,000) made
pursuant to or as provided in the Master Lease, for the matters described in
Section 5, whether such advances are obligatory or to be made at the option of
the Participants, or otherwise, to the same extent as if such future advances
were made on the date of execution of this instrument, although there may be no
advance made at the time of execution hereof, and although there may be no
financing outstanding at the time any advance is made. To the fullest extent
permitted by law, the lien of this instrument shall be valid as to all such
amounts, including all future advances, from the time this instrument is
recorded. Nothing contained herein shall be deemed an obligation to make future
advances to the Lessee.

                  [Remainder of Page Intentionally Left Blank]






                                       8
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Lease Supplement as of the date first above written.

                                LESSEE:

                                ROBERT MONDAVI PROPERTIES, INC., a
                                  California corporation



                                By
                                  Name:
                                  Title:
                                 Address:



                                LESSOR TRUST:



                                LODI 2000 DISTRIBUTION TRUST, a grantor
                                  trust, as Lessor Trust

                                    By:     FIRST SECURITY BANK, NATIONAL
                                            ASSOCIATION, not in its individual
                                            capacity but solely as Owner Trustee



                                               By_______________________________
                                                    Name:
                                                    Title:






                                       9
<PAGE>




STATE OF CALIFORNIA                         )
                                            ) SS.:
COUNTY OF _____________                     )



         On __________________, before me, personally appeared
_______________________, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to
the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which
the person(s) acted, executed the instrument.

WITNESS my hand and official seal.


Signature _________________________




                     (This area for official notarial seal)____________________






                                       10
<PAGE>




STATE OF UTAH                               )
                                            ) SS.:
COUNTY OF _____________                     )



         I, the undersigned, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that ___________________, the _______________
of First Security Bank, National Association, a national banking association, as
trustee of LODI 2000 DISTRIBUTION TRUST, who is personally known to me to be the
same person whose name is subscribed to the foregoing instrument as such
____________________, appeared before me this day in person and acknowledged
that she/he signed and delivered the said instrument as her/his own free and
voluntary act and as the free and voluntary act and deed of said corporation for
the uses and purposes therein set forth.

         Given under my hand and notarial seal, this _____ day of _________,
2000.




[NOTARIAL SEAL]
                                                       Notary Public


                                           -------------------------------------
                                                   (TYPE OR PRINT NAME)


(SEAL)


Commission Expires:


--------------------





                                       11
<PAGE>




STATE OF CALIFORNIA                         )
                                            ) SS.:
COUNTY OF _____________                     )



         I, the undersigned, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that ___________________, _______________ of
_______________, Title Insurance Company, a ___________ corporation, as Trustee
of the _________________, who is personally known to me to be the same person
whose name is subscribed to the foregoing instrument as such
___________________, appeared before me this day in person and acknowledged that
she/he signed and delivered the said instrument as her/his own free and
voluntary act and as the free and voluntary act and deed of said trust for the
uses and purposes therein set forth.

         Given under my hand and notarial seal, this _____ day of ___________,
2000.




[NOTARIAL SEAL]
                                                       Notary Public


                                           -------------------------------------
                                                   (TYPE OR PRINT NAME)


(SEAL)


Commission Expires:


--------------------





                                       12
<PAGE>



                                                                 SCHEDULE I
                                                TO LEASE SUPPLEMENT NO. ___


                        LEGAL DESCRIPTION OF SUBJECT LAND






                                       13
<PAGE>



                                                                 SCHEDULE II
                                                TO LEASE SUPPLEMENT NO. ___


                   DESCRIPTION OF IMPROVEMENTS ON SUBJECT LAND







                                       14
<PAGE>



                                                                 SCHEDULE III
                                                TO LEASE SUPPLEMENT NO. ____


                       DESCRIPTION OF EQUIPMENT REQUIRING
                             FIXED RENT PAYMENTS AND
                               FIXED RENT PAYMENTS

<TABLE>
<CAPTION>

          <S>                          <C>                       <C>                                 <C>
-----------------------------------------------------------------------------------------------------------
                                                                AMOUNT APPLIED TO
        FIXED RENT                AMOUNT APPLIED                CERTIFICATE HOLDER
       PAYMENT DATE                  TO LOANS                        AMOUNTS                         TOTAL
-----------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------
</TABLE>





                                       15
<PAGE>

================================================================================


                                 TRUST AGREEMENT




                            Dated as of July 14, 2000


                                     Between


                          HARRIS TRUST AND SAVINGS BANK
                           as Agent Certificate Holder



                                       and


                    FIRST SECURITY BANK, NATIONAL ASSOCIATION
                                as Owner Trustee






                          LODI 2000 DISTRIBUTION TRUST



================================================================================




                                       16
<PAGE>

<TABLE>
<CAPTION>




                                      -ii-
                                TABLE OF CONTENTS

SECTION                                                HEADING                                                PAGE

<S>                        <C>                                                                                   <C>
Parties...........................................................................................................1

ARTICLE I                  DEFINITIONS............................................................................1


ARTICLE II                 AUTHORITY; DECLARATION OF TRUST........................................................1

       Section 2.1.        Creation of Trust......................................................................1
       Section 2.2.        Declaration of Trust...................................................................2
       Section 2.3.        Limitation of Lessor Trust Activities..................................................2
       Section 2.4.        Authorization to the Owner Trustee.....................................................2

ARTICLE III                DISTRIBUTIONS AND PAYMENTS.............................................................3

       Section 3.1.        Payments to the Administrative Agent...................................................3
       Section 3.2.        Certain Distributions to the Certificate Holders.......................................3
       Section 3.3.        Excepted Property......................................................................3
       Section 3.4.        Method of Payment......................................................................3

ARTICLE IV                 CERTAIN DUTIES OF THE OWNER TRUSTEE....................................................3

       Section 4.1.        Notice of Certain Events...............................................................3
       Section 4.2.        Action upon Instructions...............................................................4
       Section 4.3.        Indemnification........................................................................4
       Section 4.4.        No Duties Except as Specified..........................................................4
       Section 4.5.        No Action Except under Specified Agreements or Instructions............................5
       Section 4.6.        Tax Returns; Records...................................................................5
       Section 4.7.        Absence of Certain Duties..............................................................5
       Section 4.8.        Furnishing of Documents................................................................5

ARTICLE V                  THE OWNER TRUSTEE......................................................................6

       Section 5.1.        Acceptance of Trusts and Duties........................................................6
       Section 5.2.        No Representations or Warranties as to Equipment or Documents..........................6
       Section 5.3.        Segregation of Moneys; No Interest.....................................................7
       Section 5.4.        Reliance; Advice of Counsel............................................................7
       Section 5.5.        Not Acting in Individual Capacity......................................................7

ARTICLE VI                 INDEMNIFICATION; COMPENSATION..........................................................8

       Section 6.1.        Indemnification of Trust Company.......................................................8
       Section 6.2.        Expenses...............................................................................8
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>

<S>                        <C>                                                                                   <C>

ARTICLE VII                TERMINATION OF TRUST AGREEMENT.........................................................9

       Section 7.1.        Termination of Trust Agreement.........................................................9
       Section 7.2.        Termination at Option of the Agent Certificate Holder..................................9

ARTICLE VIII               SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES AND SEPARATE OWNER TRUSTEES...............10

       Section 8.1.        Resignation of the Owner Trustee; Appointment of Successor............................10
       Section 8.2.        Additional and Separate Trustees......................................................11

ARTICLE IX                 SUPPLEMENTS AND AMENDMENTS............................................................13

       Section 9.1.        Amendments and Waivers................................................................13

ARTICLE X                  SUPPLEMENTS AND AMENDMENTS............................................................13

       Section 10.1.       Commitments...........................................................................13
       Section 10.2.       Certificates..........................................................................13
       Section 10.3.       Prepayments...........................................................................14
       Section 10.4.       Extension of Maturity Date............................................................14
       Section 10.5.       Advances..............................................................................14
       Section 10.6.       Assignments; Participations...........................................................14

ARTICLE XI                 MISCELLANEOUS.........................................................................14

       Section 11.1.       No Legal Title to Trust Estate in the Agent Certificate Holder........................14
       Section 11.2.       Sale of Property by the Owner Trustee is Binding......................................14
       Section 11.3.       Notices...............................................................................15
       Section 11.4.       Severability..........................................................................15
       Section 11.5.       Separate Counterparts.................................................................15
       Section 11.6.       Successors and Assigns................................................................15
       Section 11.7.       Actions of the Agent Certificate Holder...............................................15
       Section 11.8.       Headings; Table of Contents...........................................................15
       Section 11.9.       Governing Law.........................................................................15
       Section 11.10.      Undivided Interest....................................................................16
       Section 11.11.      Benefit...............................................................................16
       Section 11.12.      Performance by the Agent Certificate Holder...........................................16

Signature........................................................................................................17

ATTACHMENT TO TRUST AGREEMENT:

Exhibit A         --........Form of Certificate

                                      -ii-
</TABLE>


<PAGE>
                                 TRUST AGREEMENT

         THIS TRUST AGREEMENT is entered into as of July 14, 2000 between HARRIS
TRUST AND SAVINGS BANK, an Illinois banking corporation, as the Agent
Certificate Holder (the "Agent Certificate Holder"), and FIRST SECURITY BANK,
NATIONAL ASSOCIATION, a national banking association (in its individual
capacity, "Trust Company" and otherwise not in its individual capacity but
solely as trustee hereunder, the "Owner Trustee").


                                   WITNESSETH:

         WHEREAS, the Agent Certificate Holder and the Certificate Holders have
agreed to acquire the Property and lease the same to the Lessee;

         WHEREAS, it is desired to create, as hereinafter set forth in this
Agreement, a trust for the benefit of the Agent Certificate Holder and the
Certificate Holders to acquire the Property on behalf of the Agent Certificate
Holder and the Certificate Holders, lease the Property to the Lessee, issue the
Notes to the Lenders pursuant to the Loan Agreement and issue the Certificates
to the Certificate Holders and enter into the Transactions contemplated by the
Participation Agreement;

         NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants expressed herein, it is hereby agreed by and between the Owner
Trustee and the Agent Certificate Holder on behalf of the Certificate Holders as
follows:


                                    ARTICLE I
                                   DEFINITIONS

         Capitalized terms used but not otherwise defined in this Trust
Agreement have the respective meanings specified in Appendix A to the
Participation Agreement, dated as of the date hereof (as amended, supplemented,
amended and restated or otherwise modified from time to time, the "Participation
Agreement"), among the Lessee and Construction Agent, the Guarantor, the Lessor
Trust, the Owner Trustee, the Agent Certificate Holder, the Certificate Holders,
the Lenders, the Administrative Agent and the Arranger; and the rules of
interpretation set forth in such Appendix A shall apply to this Trust Agreement.


                                   ARTICLE II
                         AUTHORITY; DECLARATION OF TRUST

         Section 2.1. Creation of Trust. Upon execution and delivery of this
Trust Agreement by the parties hereto, there is hereby created a trust to be
known as the "Lodi 2000 Distribution Trust" (the "Lessor Trust"), in which name
the Owner Trustee may conduct the activities of the Lessor Trust, make and
execute contracts and other instruments on behalf of the Lessor Trust and sue
and be sued on behalf of the Lessor Trust.


                                       1
<PAGE>

         Section 2.2. Declaration of Trust. The Owner Trustee hereby declares
that as trustee of the Lessor Trust it will hold in the name of the Lessor Trust
all estate, right, title and interest of the Lessor Trust in and to the Property
and the Operative Documents and any other property received pursuant to the
terms of any of the Operative Documents, including without limitation all
amounts of Rent, insurance proceeds and requisition, indemnity or other payments
of any kind, but specifically excluding Excepted Payments (collectively, the
"Trust Estate"), upon the trusts set forth herein and for the use and benefit of
the Certificate Holders, subject, however, to the provisions of the
Participation Agreement and the Lien created by the Assignment of Lease and
Rent.

         Section 2.3. Limitation of Lessor Trust Activities. The Lessor Trust is
organized for the sole purpose of entering into the Operative Documents to which
it is to be a party and engaging in the activities specifically contemplated
thereby. Neither the Lessor Trust nor the Owner Trustee on the Lessor Trust's
behalf shall have the power or authority to engage in any business or activity
or incur any indebtedness except as specifically contemplated by the Operative
Documents.

     Section 2.4.  Authorization  to the Owner  Trustee.  The Agent  Certificate
Holder hereby authorizes and directs the Owner Trustee, as trustee and on behalf
of the Lessor  Trust,  to, and the Owner  Trustee  agrees for the benefit of the
Agent Certificate Holder that it will,

               (a) on the  Documentation  Date,  the  Acquisition  Date and each
          Funding Date, execute and deliver the Operative Documents contemplated
          by the  Participation  Agreement to be executed  and  delivered by the
          Lessor Trust and the Owner Trustee, in the respective forms thereof in
          which delivered by the Agent  Certificate  Holder to the Owner Trustee
          for execution and delivery;

               (b)  execute  and  deliver  any other  agreement,  instrument  or
          certificate  contemplated  by the  Operative  Documents  as the  Agent
          Certificate Holder from time to time may direct in writing;

               (c)  subject to the terms of this Trust  Agreement  and the other
          Operative  Documents,  exercise the rights (upon written  instructions
          received from the Agent Certificate  Holder) and perform the duties of
          the Lessor Trust under each of the documents, agreements,  instruments
          and  certificates  referred to in clauses (a) and (b) of this  Section
          2.4 as set  forth  in  such  documents,  agreements,  instruments  and
          certificates; and

               (d)  subject to the terms of this Trust  Agreement  and the other
          Operative  Documents,  take such other action in  connection  with the
          foregoing as the Agent Certificate Holder may from time to time direct
          in writing.


                                       2
<PAGE>


                                   ARTICLE III
                           DISTRIBUTIONS AND PAYMENTS

         Section 3.1. Payments to the Administrative Agent. All Basic Rent,
Supplemental Rent, insurance proceeds and requisition or other payments of any
kind (other than payments constituting Excepted Payments and other than payments
received by the Owner Trustee from the Administrative Agent) for or with respect
to the Property shall be payable directly into the Account for distribution by
the Administrative Agent in accordance with the provisions of Article VII of the
Participation Agreement, and if any such amount or payment is received by the
Owner Trustee, such amount or payment upon receipt thereof shall be paid over to
the Administrative Agent without deduction, set-off or adjustment of any kind
for distribution in accordance with the provisions of Article VII of the
Participation Agreement.

         Section 3.2. Certain Distributions to the Certificate Holders. All
amounts from time to time distributable by the Administrative Agent to the
Certificate Holders pursuant to the terms of the Participation Agreement shall,
if paid to the Owner Trustee, be distributed promptly by the Owner Trustee to
the applicable Certificate Holder.

         Section 3.3. Excepted Property. Anything in this Trust Agreement to the
contrary notwithstanding, any amounts or payments constituting Excepted Payments
received by the Owner Trustee shall be paid promptly by the Owner Trustee to the
Person to whom such amounts or payments shall be payable pursuant to the terms
of the Operative Documents.

         Section 3.4. Method of Payment.  All amounts payable pursuant to this
Trust  Agreement  shall be paid by the Owner Trustee in the manner  specified in
the Participation Agreement.


                                   ARTICLE IV
                       CERTAIN DUTIES OF THE OWNER TRUSTEE


         Section 4.1. Notice of Certain Events. In the event that the Owner
Trustee shall have actual knowledge of any Default or Event of Default, the
Owner Trustee shall give prompt telephonic notice thereof (promptly confirmed in
writing) to the Agent Certificate Holder. Subject to the terms of Section 4.3,
the Owner Trustee shall take or refrain from taking such action with respect
thereto, not inconsistent with the provisions of the Operative Documents, as the
Owner Trustee shall be instructed in writing by the Agent Certificate Holder.
For purposes of this Trust Agreement, in the absence of actual knowledge of an
officer in the Corporate Trust Administration Department of the Trust Company,
the Owner Trustee shall be deemed not to have knowledge of any default of Event
of Default unless the Owner Trustee receives written notice thereof.

          Section 4.2. Action upon Instructions. Subject to the terms of
Sections 4.1 and 4.3, upon the written instructions at any time and from time to
time of the Agent  Certificate  Holder,  the Owner Trustee will take such of the
following  actions as may be specified in such  instructions,  not  inconsistent
with the  provisions  of the  Operative  Documents:  (a)  give  such  notice  or
direction or exercise such right,  remedy or power under the Operative Documents
with respect  thereto or to the Property,  including,  without  limitation,  the


                                       3
<PAGE>

right to transfer, assign or convey the Lessor Trust's interest in the Operative
Documents  or the  Property,  or take such  other  action  with  respect  to the
Operative  Documents or the Property as shall be specified in such instructions;
and (b) subject to the rights of the Lessee under the Operative Documents, after
the  expiration or earlier  termination  of the Lease,  convey all of the Lessor
Trust's  right,  title  and  interest  in  and  to the  Property  to  the  Agent
Certificate  Holder or for such amount,  on such terms and to such  purchaser or
purchasers as shall be designated in such  instructions or as may be provided in
the  Lease,  or net lease  the  Property  as  designated  in such  instructions;
provided,  however,  that if such  instructions  have not been  delivered to the
Owner Trustee prior to the expiration of one year  following such  expiration or
earlier termination of the Lease, the Owner Trustee shall transfer title to such
right, title and interest to the Agent Certificate Holder.

         Section 4.3. Indemnification. The Owner Trustee shall not be required
to take or refrain from taking any action under Section 4.1 or 4.2 (other than
the actions specified in the first sentence of Section 4.1 and without limiting
the last sentence of Section 4.4) unless the Owner Trustee shall have been
indemnified by the Agent Certificate Holder, in manner and form reasonably
satisfactory to the Owner Trustee, against any liability, fee, cost or expense
(including without limitation reasonable attorneys' fees) which may be incurred
or charged in connection therewith, other than any such liability, fee, cost or
expense which results from the willful misconduct or gross negligence of the
Owner Trustee; and, in addition, to the extent not otherwise paid pursuant to
the terms of any other Operative Document, the Agent Certificate Holder shall
pay the reasonable compensation and expenses (including counsel fees) of the
Owner Trustee for the services performed or to be performed by it pursuant to
such direction as set forth in Section 6.2. The Owner Trustee shall not be
required to take any action on behalf of the Lessor Trust under any Operative
Document if the Owner Trustee reasonably shall determine, or shall have been
advised by counsel, that such action is likely to result in unindemnified
personal liability to the Lessor Trust or is contrary to the terms hereof or of
any documents contemplated hereby to which the Lessor Trust is a party, or
otherwise contrary to law, and the Owner Trustee in such case shall deliver
promptly to the Agent Certificate Holder written notice of the basis of its
refusal to act.

         Section 4.4. No Duties Except as Specified. The Owner Trustee shall not
have any duty or obligation to manage, control, use, make any payment in respect
of, register, record, insure, inspect, sell, dispose of or otherwise deal with
the Properties or any other part of the Trust Estate, or to otherwise take or
refrain from taking any action under, or in connection with, any of the
Operative Documents, except as expressly provided by the terms of this Trust
Agreement, the other Operative Documents or in written instructions from the
Agent Certificate Holder received pursuant to Section 4.1 or 4.2; and no implied
duties or obligations shall be read into this Trust Agreement against the Owner
Trustee. Notwithstanding and without limiting the foregoing, Owner Trustee
agrees that it will promptly (without any right to indemnification hereunder)
take all action necessary to discharge any Lessor Lien attributable to Owner
Trustee on any part of the Trust Estate.

         Section 4.5. No Action Except under Specified Agreements or
Instructions. The Owner Trustee shall have no right, power or authority to, and
the Owner Trustee agrees that it will not, manage, control, use, sell, dispose
of or otherwise deal with the Property or any other part of the Trust Estate


                                       4
<PAGE>

except as (a) expressly provided by the terms of this Trust Agreement, (b)
expressly required by the terms of any Operative Document or (c) expressly
directed or authorized in written instructions from the Agent Certificate Holder
pursuant to Section 4.1 or 4.2.

         Section 4.6. Tax Returns; Records. The Owner Trustee shall be
responsible for the keeping of all appropriate books and records relating to the
receipt and disbursement of all money which the Lessor Trust may receive or be
entitled to hereunder or under any agreement contemplated hereby. The Agent
Certificate Holder, at its expense, shall be responsible for causing to be
prepared all income tax returns required to be filed by the Agent Certificate
Holder. The Owner Trustee shall be responsible for causing to be prepared, at
the request of the Agent Certificate Holder, all income tax returns required to
be filed by or with respect to the Lessor Trust created hereby and shall execute
and file such returns. The Owner Trustee and the Agent Certificate Holder, upon
request, will furnish each other with all such information as may be reasonably
required in connection with the preparation of such tax returns. The Owner
Trustee shall keep copies of all returns delivered to or filed by it.

         Section 4.7. Absence of Certain Duties. Except in accordance with
written instructions furnished pursuant to Sections 4.1 and 4.2, and except as
expressly provided in any Operative Document, and without limiting the
generality of Section 4.4, the Owner Trustee shall not have any duty (a) to
file, record or deposit any Operative Document, including without limitation
this Trust Agreement, or any other document, or to maintain any such filing,
recording or deposit, or to refile, re-record or redeposit any such document,
(b) to obtain insurance with respect to the Property or to effect or maintain
any such insurance, other than to receive and forward to the Agent Certificate
Holder any notices, policies, certificates or binders furnished to the Owner
Trustee by the Lessee or its insurance brokers, (c) to maintain the Property,
(d) to pay or discharge any tax, assessment or other governmental charge, or any
Lien or encumbrance of any kind, owing with respect to or assessed or levied
against any part of the Trust Estate, except as provided in Section 4.4, (e) to
confirm, verify, investigate or inquire into the failure to receive any reports
or financial statements of the Guarantor, (f) to inspect the Property at any
time, or to ascertain or inquire as to the performance or observance of any of
the covenants of the Lessee or any other Person under any Operative Document
with respect to the Property or any other part of the Trust Estate or (g) to
manage, control, use, sell, dispose of or otherwise deal with the Properties or
any other part of the Trust Estate, or any part thereof, except as provided in
clauses (a), (b) and (c) of Section 4.5.

         Section 4.8. Furnishing of Documents. The Owner Trustee will furnish to
the Agent Certificate Holder and each other Certificate Holder, promptly upon
receipt thereof by an officer in the Corporate Trust Department of the Trust
Company, duplicates or copies of all reports, notices, requests, demands,
opinions, certificates, financial statements and any other instruments furnished
to the Owner Trustee under any Operative Document, unless the Owner Trustee
shall have determined that the same already has been furnished to the Agent
Certificate Holder and the other Certificate Holders.



                                       5
<PAGE>


                                    ARTICLE V
                                THE OWNER TRUSTEE

         Section 5.1. Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform the same on the terms of this
Trust Agreement. The Owner Trustee also agrees to disburse all moneys actually
received by it constituting part of the Trust Estate pursuant to the terms of
Article VII of the Participation Agreement. The Owner Trustee shall not be
answerable or accountable under any circumstances except (a) for its own willful
misconduct or gross negligence, (b) in the case of the inaccuracy of any of its
representations or warranties contained in Section 5.2 hereof or in Section 8.4
of the Participation Agreement given expressly in its individual capacity and
not in its capacity as a trustee hereunder, (c) as arising from its failure to
perform obligations expressly undertaken by it in the last sentence of Section
4.4 hereof or expressly undertaken by it in its individual capacity under the
Participation Agreement, (d) for any Taxes based on or measured by any fees,
commissions or compensation received by it for acting as Owner Trustee in
connection with any of the transactions contemplated by the Operative Documents,
or (e) for its failure to disburse funds actually received by it in accordance
with the terms hereof.

         Section 5.2. No Representations or Warranties as to Equipment or
Documents. (a) NEITHER TRUST COMPANY NOR THE OWNER TRUSTEE MAKES ANY
REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE DESIGN,
OPERATION OR CONDITION OF THE PROPERTY OR ANY OTHER PART OF THE TRUST ESTATE OR
ANY PART THEREOF, THE MERCHANTABILITY THEREOF OR THE FITNESS THEREOF FOR ANY
PARTICULAR PURPOSE, TITLE TO THE PROPERTY OR ANY OTHER PART OF THE TRUST ESTATE
OR ANY PART THEREOF, THE QUALITY OF THE MATERIALS OR WORKMANSHIP THEREOF OR
CONFORMITY THEREOF TO SPECIFICATIONS, OR THE PRESENCE OR ABSENCE OF ANY LATENT
OR OTHER DEFECTS, WHETHER OR NOT discoverable, except that the Owner Trustee
hereby represents and warrants that (i) on the Acquisition Date, the Lessor
Trust shall have received whatever title to the Property was conveyed to it by
transferor thereof and (ii) the Property shall be free and clear of Lessor Liens
attributable to it, and (b) neither Trust Company nor the Owner Trustee makes
any representation or warranty as to the validity or enforceability of any
Operative Document, or as to the correctness of any statement therein, except to
the extent that any such representation, warranty or statement is expressly made
therein or in any written certificate delivered pursuant thereto by the Owner
Trustee or Trust Company and except that Trust Company hereby represents and
warrants that this Trust Agreement has been duly executed and delivered by Trust
Company and each of the Operative Documents has been or will be executed and
delivered on behalf of the Lessor Trust by officers of the Owner Trustee or the
Owner Trustee who are or will be duly authorized to execute and deliver
documents on its behalf and on behalf of the Lessor Trust.

         Section 5.3. Segregation of Moneys; No Interest. Moneys (if any)
received by the Owner Trustee hereunder shall be segregated from the general
assets of the Owner Trustee and held in trust for the benefit of the Person
entitled thereto under the Operative Documents, and the Owner Trustee shall not
be liable for any interest thereon.


                                       6
<PAGE>

         Section 5.4. Reliance; Advice of Counsel. The Owner Trustee shall not
incur any liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or other
document or paper reasonably believed by it in good faith to be genuine and
reasonably believed by it in good faith to be signed by the proper party or
parties. Any request, direction, order or demand of the Agent Certificate Holder
or the Lessee mentioned herein or in any other Operative Document shall be
sufficiently evidenced by a written direction of Agent Certificate Holder or a
Responsible Officer's Certificate of the Lessee, as the case may be. The Owner
Trustee may accept in good faith a certified copy of a resolution of the Board
of Directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the manner of
ascertainment of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on a Responsible Officer's Certificate of the
relevant party as to such fact or matter, and such Responsible Officer's
Certificate shall constitute full protection to the Owner Trustee for any action
taken or omitted to be taken by it in good faith in reliance thereon. In the
administration of the trusts hereunder, the Owner Trustee may execute any of the
trusts or powers hereof and perform its powers and duties hereunder directly or
through agents or attorneys, and may consult with counsel, accountants and other
skilled Persons to be selected and employed by it (other than Persons regularly
employed by it), and the Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written advice or
opinion within the scope of the competence of any such counsel, accountants or
other skilled Persons and not contrary to this Trust Agreement or in the
Participation Agreement and except for the use of due care in the appointment of
counsel, accountants or other skilled persons.

         Section 5.5. Not Acting in Individual Capacity. Except as provided in
this Trust Agreement and in the other Operative Documents, in accepting the
trusts hereby created the Owner Trustee agrees to act solely as trustee
hereunder and not in its individual capacity; and all Persons having any claim
against the Lessor Trust or the Owner Trustee by reason of the transactions
contemplated by the Operative Documents shall look only to the Trust Estate (or
a part thereof, as the case may be) for payment or satisfaction thereof, except
as specifically provided in this Trust Agreement or in the Participation
Agreement and except to the extent the Owner Trustee otherwise shall agree in
any Operative Document.


                                   ARTICLE VI
                          INDEMNIFICATION; COMPENSATION

         Section 6.1. Indemnification of Trust Company. The Agent Certificate
Holder agrees to assume liability for, and to indemnify and hold harmless Trust
Company against and from any and all liabilities, obligations, losses, damages,
taxes (excluding any taxes, fees or other charges payable by Trust Company or
measured by any compensation received by the Owner Trustee for its services
hereunder), penalties, claims, actions, suits, proceedings, costs, expenses and
disbursements of any kind and nature whatsoever, including without limitation
the reasonable fees and expenses of counsel (collectively, "Trust Expenses")
which may be imposed on, incurred by or asserted against Trust Company (whether
or not also indemnified by any other Person; provided, however, that to the
extent Trust Company is entitled to and shall have actually received any payment


                                       7
<PAGE>

in the nature of an indemnity payment from any such other Person relating to a
claim hereunder, Trust Company shall not be entitled to the amount of any such
payment pursuant to this Section 6.1, notwithstanding that Trust Company may
have returned any such amount to the paying party), in any way relating to or
arising out of (a) the administration of the Trust Estate or the action or
inaction of Trust Company hereunder or under the other Operative Documents, (b)
the Property or any part thereof, (c) the Operative Documents or any of them, or
the enforcement by Trust Company of any of its rights under the Operative
Documents, or (d) the purchase, design, construction, preparation, installation,
inspection, delivery, nondelivery, acceptance, rejection, ownership, management,
possession, operation, rental, lease, sublease, repossession, maintenance,
repair, alteration, modification, addition or substitution, storage, transfer of
title, redelivery, use, financing or refinancing, disposition, operation,
condition, sale, return or other disposition of all or any part or any interest
in the Property or the imposition of any Lien (or incurring of any liability to
refund or pay over any amount as a result of any Lien) thereon; except only that
the Agent Certificate Holder shall not be required to indemnify Trust Company
for Trust Expenses arising or resulting from any of the matters described in
clauses (a) through (e) of the last sentence of Section 5.1; provided that the
Agent Certificate Holder shall be liable under this Section 6.1 only to the
extent that the Owner Trustee would be indemnified by the Lessee pursuant to
Article XIII of the Participation Agreement (without giving effect to clause (4)
of the Proviso to Section 13.1 thereof), but the foregoing shall not limit the
Owner Trustee's rights under Section 4.3 hereof; provided, further, that before
asserting its right to indemnification pursuant to this Section 6.1, the Owner
Trustee shall first demand its corresponding right to indemnification, if any,
pursuant to Article XIII of the Participation Agreement (but need not exhaust
any or all remedies available thereunder), and the Agent Certificate Holder
shall have the right to pursue any such remedies against the Lessee which are
not pursued by the Owner Trustee. The indemnities contained in this Section 6.1
shall survive the termination of this Trust Agreement. The indemnities contained
in this Section 6.1 extend to Trust Company only and shall not be construed as
indemnities of the Trust Estate. The payor of any indemnity under this Section
6.1 shall be subrogated to any right of the Person indemnified in respect of the
matter as to which such indemnity was paid.

         Section 6.2. Expenses. The Agent Certificate Holder shall pay, or
reimburse the Owner Trustee for, all reasonable expenses of the Owner Trustee,
including, without limitation, the reasonable expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and duties under the
Operative Documents, unless and to the extent that the Owner Trustee otherwise
receives payment or reimbursement pursuant to any Operative Document, whether or
not the transactions contemplated hereby are consummated. The Owner Trustee
agrees to look first to the Lessee for such payment pursuant to Article IX of
the Participation Agreement.


                                   ARTICLE VII
                         TERMINATION OF TRUST AGREEMENT

         Section 7.1. Termination of Trust Agreement. (a) Subject to the terms
of the Participation Agreement and Section 7.2, this Trust Agreement and the
trusts created hereby shall terminate and the Trust Estate shall be distributed
to the Agent Certificate Holder, and this Trust Agreement shall be of no further


                                       8
<PAGE>

force or effect (subject to the antepenultimate sentence of Section 6.1), and
the Trust Company and the Owner Trustee shall be released from all further
obligations of the Trust Company and the Owner Trustee, respectively, hereunder,
upon the earlier of (i) the sale or other final disposition by the Lessor Trust
of all property constituting part of the Trust Estate and the final distribution
by the Owner Trustee of all moneys or other property or proceeds constituting
part of the Trust Estate in accordance with the Operative Documents and (ii) 110
years from the date of the earlier execution of this Trust Agreement by either
party hereto, but if any such rights, privileges or options shall be or become
valid under Applicable Law for a period subsequent to the 110 years from such
date (or, without limiting the generality of the foregoing, if legislation shall
become effective providing for the validity or permitting the effective grant of
such rights, privileges and options for a period in gross exceeding the period
for which such rights, privileges and options are hereinabove stated to extend
and be valid), then such rights, privileges or options shall not terminate as
aforesaid but shall extend to and continue in effect, but only if such
nontermination and extension shall then be valid under Applicable Law, until
such time as the same shall cease to be valid under Applicable Law.

         (b) Except as expressly provided in Section 7.2, the Agent Certificate
Holder shall not be entitled to revoke or terminate this Trust Agreement or the
Lessor Trust created hereby.

         Section 7.2. Termination at Option of the Agent Certificate Holder. The
provisions of Section 7.1 notwithstanding, this Trust Agreement and the trusts
created hereby shall terminate and the Trust Estate shall be distributed to the
Agent Certificate Holder, and this Trust Agreement shall be of no further force
and effect (subject to the antepenultimate sentence of Section 6.1), and the
Trust Company and the Owner Trustee shall be released from all further
obligations of the Trust Company and the Owner Trustee, respectively, hereunder,
upon the election of the Agent Certificate Holder by notice to the Owner Trustee
to revoke the trusts created hereby; provided, however, that so long as the
Participation Agreement is in effect the Agent Certificate Holder shall not
terminate or revoke the trusts created hereby unless consented to by all of the
parties to the Participation Agreement.


                                  ARTICLE VIII
                   SUCCESSOR OWNER TRUSTEES, CO-OWNER TRUSTEES
                           AND SEPARATE OWNER TRUSTEES

         Section 8.1. Resignation of the Owner Trustee; Appointment of
Successor. (a) The Owner Trustee may resign as the Owner Trustee at any time
without cause by giving at least thirty (30) days' prior written notice to the
Agent Certificate Holder, the Administrative Agent and the Lessee, such
resignation to be effective on the acceptance of appointment by a successor to
the Owner Trustee under paragraph (b) of this Section 8.1 (which successor
Trustee shall be subject to prior consent by the Lessee which shall not be
unreasonably withheld and shall not be required during the continuance of a
Default or Event of Default). In addition, the Agent Certificate Holder at any
time may remove the Owner Trustee without cause by an instrument in writing
delivered to the Owner Trustee, the Administrative Agent and the Lessee, such
removal to be effective upon the acceptance of appointment by a successor to the
Owner Trustee under paragraph (b) of this Section 8.1 (which successor Trustee
shall be subject to prior consent by the Lessee which shall not be unreasonably
withheld and shall not be required during the continuance of a Default or Event
of Default). In case of the resignation or removal of the Owner Trustee, the
Agent Certificate Holder may appoint a successor to the Owner Trustee by an
instrument in writing, signed by the Agent Certificate Holder (which successor
Trustee shall be subject to prior consent by the Lessee which shall not be
unreasonably withheld and shall not be required during the continuance of a
Default or an Event of Default). If a successor to the Owner Trustee shall not
have been appointed within thirty (30) days after the giving of written notice
of such resignation or the delivery of the written instrument with respect to
such removal, the Owner Trustee or the Agent Certificate Holder may apply to any
court of competent jurisdiction to appoint a successor to the Owner Trustee to
act until such time, if any, as a successor shall have been appointed as above


                                       9
<PAGE>

provided in this Section 8.1. Any successor to the Owner Trustee so appointed by
such court shall immediately and without further act be superseded by any
successor to the Owner Trustee appointed as above provided in this Section 8.1.

         (b) Any successor Owner Trustee, however appointed, shall execute and
deliver to the predecessor Owner Trustee an instrument accepting such
appointment and shall give the Agent Certificate Holder, the Administrative
Agent and the Lessee written notice of such acceptance. Upon the execution and
delivery of such instrument, such successor Owner Trustee, without further act,
shall become vested with all the estates, properties, rights, powers, duties and
trusts of the predecessor Owner Trustee in the Lessor Trust hereunder with like
effect as if originally named a trustee herein; provided, however, that upon the
written request of such successor Owner Trustee, such predecessor Owner Trustee
shall execute and deliver an instrument transferring to such successor Owner
Trustee, upon the trusts herein expressed, all the estates, properties, rights,
powers, duties and trusts of such predecessor trustee as the Owner Trustee
hereunder, and such predecessor trustee shall duly assign, transfer, deliver and
pay over to such successor Owner Trustee all moneys or other property then held
by such predecessor trustee as the Owner Trustee upon the trusts herein
expressed. Upon the appointment of any successor Owner Trustee hereunder, the
predecessor Owner Trustee, pursuant to written instructions of the Agent
Certificate Holder, will execute all documents and take all reasonable action
within its control in order to cause title to the Trust Estate to be transferred
to the successor Owner Trustee.

         (c) Any successor Owner Trustee, however appointed, shall be a bank or
trust company incorporated and doing business within the United States of
America, qualified to act as trustee hereunder and having a combined capital and
surplus of at least $100,000,000, if there be such an institution willing, able
and legally qualified to perform the duties of the Owner Trustee hereunder upon
reasonable or customary terms.

         (d) Any corporation into which the Owner Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Owner Trustee shall be
a party, or any corporation to which substantially all the corporate trust
business of the Owner Trustee may be transferred, shall be, subject to
compliance with the terms of paragraph (c) of this Section 8.1, the Owner
Trustee under this Trust Agreement without further act.


                                       10
<PAGE>

         Section 8.2. Additional and Separate Trustees. (a) If the Owner Trustee
or the Agent Certificate Holder shall conclude that it is necessary or prudent
in order to conform to the law of any jurisdiction in which all or any part of
the Trust Estate shall be situated, or to make or defend any claim or bring or
defend any suit with respect to the Trust Estate or any Operative Document, or
pursuant to advice of counsel satisfactory to it, or if the Owner Trustee shall
have been instructed to do so by the Agent Certificate Holder, the Owner Trustee
shall appoint another Person to act as additional or separate trustee for all or
any part of the Trust Estate with such property, title, right, power or duty of
the Owner Trustee as the Owner Trustee and the Agent Certificate Holder may
determine. In case any such additional trustee or separate trustee shall resign
or be removed, all the assets, property, rights, powers or duties of such
additional trustee or separate trustee, as the case may be, so far as permitted
by any Applicable Law, shall vest in and be exercised by a new successor to such
additional trustee, appointed in the manner otherwise provided in this Trust
Agreement.

         (b) In the event that either the Agent Certificate Holder or the Owner
Trustee shall determine to appoint another Person as additional or separate
trustee, the Owner Trustee and the Agent Certificate Holder shall execute and
deliver an agreement supplemental hereto, and all other instruments and
agreements necessary or proper to constitute another bank or trust company, or
one or more Persons approved by the Owner Trustee, the Agent Certificate Holder
and the Lessee, either to act as an additional trustee or trustees of all or any
part of the Trust Estate, jointly with the Owner Trustee, or to act as separate
trustee or trustees of all or any part of the Trust Estate, in any such case
with such powers of the Owner Trustee as may be provided in such agreement
supplemental hereto, and to vest in such bank, trust company or Person as such
additional trustee or separate trustee, as the case may be, any property, title,
right, or power of the Owner Trustee deemed necessary or proper by the Owner
Trustee or the Agent Certificate Holder, subject to the remaining provisions of
this Section 8.2. In the event the Agent Certificate Holder shall not have
joined in the execution of such agreement supplemental hereto within thirty (30)
days after the receipt of a written request from the Owner Trustee so to do
without providing a reasonable basis for such failure to join, the Owner Trustee
may act under the foregoing provisions of this Section 8.2 without the
concurrence of the Agent Certificate Holder; and the Agent Certificate Holder
hereby appoints the Owner Trustee its agent and attorney-in-fact to act for the
Agent Certificate Holder under the foregoing provisions of this Section 8.2 in
the event of the occurrence of either of such contingencies. The Owner Trustee
may execute, deliver and perform any deed, conveyance, assignment or other
instrument in writing as may be required by an additional trustee or separate
trustee for more fully and certainly vesting in and confirming to such Person
any property, title, right or power which, by the terms of such agreement
supplemental hereto, are expressed to be conveyed or conferred to or upon such
additional trustee or separate trustee, and the Agent Certificate Holder shall,
upon the Owner Trustee's request, join therein and execute, acknowledge and
deliver the same; and the Agent Certificate Holder hereby appoints the Owner
Trustee its agent and attorney-in-fact to execute, acknowledge and deliver any
such deed, conveyance, assignment or other instrument in the event that such
Agent Certificate Holder shall not itself execute and deliver the same within
thirty (30) days after receipt by it of such request so to do.

                                       11
<PAGE>

         (c) Every additional trustee and separate trustee hereunder shall, to
the extent permitted by law, be appointed to act and the Owner Trustee shall
act, subject to the following provisions and conditions:

                   (i) all powers, duties, obligations and rights conferred or
         imposed upon the Owner Trustee in respect of the receipt, custody,
         investment and payment of moneys, shall be exercised solely by the
         Owner Trustee;

                  (ii) all other rights, powers, duties, and obligations
         conferred or imposed upon the Owner Trustee shall be conferred or
         imposed upon and exercised or performed by the Owner Trustee and such
         additional trustee or trustees and separate trustee or trustees
         jointly, except to the extent that under any law of the jurisdiction in
         which any particular act or acts are to be performed by the Owner
         Trustee shall be incompetent or unqualified to perform such act or
         acts, in which event such rights, powers, duties, and obligations
         (including the holding of title to the Trust Estate in any such
         jurisdiction) shall be exercised and performed by such additional
         trustee or trustees or separate trustee or trustees;

                 (iii) no power hereby given to or which may be exercised by any
         such additional trustee or separate trustee shall be exercised
         hereunder by such additional trustee or separate trustee except jointly
         with, or with the consent of, the Owner Trustee; and

                 (iv) no trustee hereunder shall be personally liable by reason
of any act or omission of any other trustee hereunder.

         (d) If at any time the Owner Trustee and the Agent Certificate Holder
shall deem it no longer necessary or prudent in order to conform to any
Applicable Law or shall be advised by its counsel that it is no longer necessary
or prudent in the interest of the Owner Trustee and the Agent Certificate Holder
to maintain the appointment of such additional or separate trustee as provided
herein, the Owner Trustee and the Agent Certificate Holder shall execute and
deliver any agreement supplemental hereto and all other instruments and
agreements necessary or proper to remove any such additional or separate
trustee. In the event that the Agent Certificate Holder shall not have joined in
the execution of such agreement supplemental hereto, instruments and agreements,
the Owner Trustee may act on behalf of the Agent Certificate Holder to the same
extent provided above in this Section 8.2.

         (e) Any additional trustee or separate trustee may at any time by an
instrument in writing constitute the Owner Trustee its agent or attorney-in-fact
with full power and authority, to the extent which may be authorized by
Applicable Law, to do all acts and things and exercise all discretion which it
is authorized or permitted to do or exercise, for and in its behalf and in its
name. In case any such additional trustee or separate trustee shall die, become
incapable of acting, resign or be removed, all the assets, property, rights,
powers, trusts, duties and obligations of such additional trustee or separate
trustee, as the case may be, so far as permitted by law, shall vest in and be
exercised by the Owner Trustee without necessity of any act by any party and
without the appointment of a new successor to such additional or separate
trustee, unless and until a successor is appointed in the manner provided in
this Section 8.2.


                                       12
<PAGE>


                                   ARTICLE IX
                           SUPPLEMENTS AND AMENDMENTS

     Section 9.1.  Amendments  and Waivers.  Neither this Trust  Agreement,  any
other  Operative  Document,  nor any terms  hereof or  thereof  may be  amended,
supplemented  or modified  except in accordance  with the  provisions of Section
15.5 of the Participation Agreement.


                                    ARTICLE X
                 CERTIFICATE HOLDERS' COMMITMENTS; CERTIFICATES

        Section  10.1.  Commitments. Subject to the terms and conditions of the
Participation Agreement, each Certificate Holder has severally agreed to advance
to the Agent  Certificate  Holder on the  Acquisition  Date and on each  Funding
Date, for the purpose of enabling the Lessor Trust to acquire the Properties and
to allow the  Construction  gent to fund the Construction of the Improvements to
be located thereon in accordance with the applicable  Plans and  Specifications,
an amount not to exceed the amount of such Certificate Holder's Commitment.

     Section 10.2. Certificates. The Commitment of each Certificate Holder as of
the Documentation  Date shall be evidenced by a certificate of the Lessor Trust,
substantially  in the  form  of  Exhibit  A of this  Trust  Agreement  (each,  a
"Certificate"),  with  appropriate  insertions  as to payee,  date and principal
amount,  registered  in the name of such  Certificate  Holder and in a principal
amount equal to the  Commitment of such  Certificate  Holder.  Each  Certificate
Holder is hereby  authorized  to record the date and amount of each  Certificate
Holder Amount advanced by such Certificate  Holder,  each continuation  thereof,
the date and amount of each payment or prepayment  of principal  thereof and the
length of each Interest Period with respect thereto,  on the schedule annexed to
and  constituting  a part of its  Certificate,  and any such  recordation  shall
constitute  prima facie evidence of the accuracy of the information so recorded.
Each Certificate  shall (i) be dated the  Documentation  Date, (ii) be stated to
mature  on the  Maturity  Date and (iii)  provide  for the  payment  of Yield in
accordance with Participation Agreement.

     Section 10.3. Prepayments. Prepayments of the Certificates shall be made in
accordance  with,  and shall be subject to, the terms and  conditions of Section
4.3 and Article VII of the Participation Agreement.

     Section 10.4. Extension of Maturity Date. The Maturity Date may be extended
in accordance with the Section 11.1 of the Participation Agreement.

     Section 10.5. Advances. Each Certificate Holder shall make available to the
Agent Certificate Holder its Commitment Percentage of each Advance in accordance
with, and subject to the terms and conditions of, the Participation Agreement.


                                       13
<PAGE>

     Section   10.6.   Assignments;    Participations.   All   assignments   and
participations  with respect to the  Certificates  and the Certificate  Holders'
Commitments shall be subject to Article XII of the Participation Agreement.


                                   ARTICLE XI
                                  MISCELLANEOUS

     Section  11.1.  No Legal  Title to Trust  Estate in the  Agent  Certificate
Holder.  The  Certificate  Holders shall not have legal title to any part of the
Trust Estate. No transfer, by operation of law or otherwise, of any right, title
and interest of any Certificate  Holder in and to the Trust Estate or hereunder,
or insolvency, dissolution or other termination of any Certificate Holder, shall
operate to  terminate  this Trust  Agreement  or the  trusts  created  hereby or
entitle any successor or transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Estate.

     Section 11.2.  Sale of Property by the Owner Trustee is Binding.  Any sale,
transfer  or other  conveyance  of the  Property  or part  thereof  by the Owner
Trustee  made  pursuant  to the  terms  of this  Trust  Agreement  or any  other
Operative  Document shall bind the Agent Certificate  Holder and the Certificate
Holders  and shall be  effective  to  transfer  or convey all  right,  title and
interest of the Lessor Trust, the Owner Trustee,  the Agent  Certificate  Holder
and the Certificate  Holders in and to the Property or part thereof, as the case
may be. No  purchaser  or other  grantee  shall be required to inquire as to the
authorization, necessity, expediency or regularity of such sale or conveyance or
as to the  application of any sale or other proceeds with respect thereto by the
Owner Trustee.

     Section  11.3.  Notices.  All notices,  requests and demands to or upon the
respective  parties hereto shall be given in accordance with Section 15.3 of the
Participation Agreement.

     Section  11.4.  Severability.  If any  term  or  provision  of  this  Trust
Agreement  is  invalid  or  unenforceable  in any  jurisdiction,  such  term  or
provision   shall  be   ineffective   to  the  extent  of  such   invalidity  or
unenforceability  without invalidating or rendering  unenforceable any remaining
terms and provisions hereof, and any such invalidity or  unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

     Section 11.5. Separate  Counterparts.  This Trust Agreement may be executed
by the parties hereto in any number of counterparts and by the parties hereto on
separate counterparts,  each of which when so executed and delivered shall be an
original,  and all of  which  shall  together  constitute  but one and the  same
instrument.

     Section 11.6. Successors and Assigns.  This Trust Agreement,  including the
terms and provisions hereof, shall be binding upon the Agent Certificate Holder,
the  Certificate  Holders and Trust Company or the Owner  Trustee,  whichever is
applicable  pursuant to the terms hereof,  and their  respective  successors and
assigns,  and  inure  to  the  benefit  of the  Agent  Certificate  Holder,  the
Certificate  Holders  and Trust  Company  or the  Owner  Trustee,  whichever  is
applicable  pursuant to the terms hereof,  and their  respective  successors and
permitted  assigns,  all as herein  provided.  Any request,  notice,  direction,
consent,  waiver or other instrument or action by the Agent  Certificate  Holder
shall bind the  Certificate  Holders and the successors and assigns of the Agent
Certificate Holder and the Certificate Holders.



                                       14
<PAGE>

     Section 11.7. Actions of the Agent Certificate Holder. If at any time prior
to the  termination of this Trust  Agreement  there is more than one Certificate
Holder,  then  during  such time,  if any action is  required to be taken by the
Agent Certificate Holder or the Certificate Holders,  such action shall be taken
by the Agent  Certificate  Holder  acting at the  direction  of the  Certificate
Holders  pursuant to the  Participation  Agreement  and whenever any  direction,
authorization,  approval, consent,  instruction, or other action is permitted to
be given or taken by the  Agent  Certificate  Holder  it shall be given or taken
upon  the  required  direction  of  the  Certificate  Holders  pursuant  to  the
Participation Agreement.

     Section  11.8.  Headings;  Table of  Contents.  The  division of this Trust
Agreement into sections,  the provision of a table of contents and the insertion
of  headings  are for  convenience  of  reference  only and shall not affect the
construction or interpretation hereof.

     Section  11.9.  Governing  Law. The terms of this Trust  Agreement  and the
rights and obligations of the parties hereto shall be governed by, and construed
in accordance  with, the laws of the State of Utah  applicable to contracts made
and to be performed entirely within such State.

     Section 11.10.  Undivided Interest.  The Owner Trustee hereby confirms that
it is holding the Trust  Estate on behalf of the  Certificate  Holders,  each of
which shall hold an  undivided  interest in the Trust  Estate (and all  proceeds
thereof),  in each  case such  interest  to be equal to the  Commitment  of such
Certificate  Holder  relative to the aggregate  amount of the Commitments of all
Certificate Holders.

     Section 11.11. Benefit.  Nothing herein,  whether express or implied, shall
be  construed  to give any  Person  other  than the  Owner  Trustee,  the  Agent
Certificate  Holder and the  Certificate  Holders any legal or equitable  right,
remedy or claim under or in respect of this Trust Agreement.

     Section 11.12.  Performance by the Agent Certificate Holder. Any obligation
of Trust  Company or the Owner  Trustee  hereunder or under any other  Operative
Document or other document  contemplated  hereby,  may be performed by the Agent
Certificate  Holder  and  any  such  performance  shall  not be  construed  as a
revocation of the trusts created hereby.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       15
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have each caused this Trust
Agreement to be duly executed and delivered as of the day and year first above
written.

                                FIRST SECURITY BANK, NATIONAL ASSOCIATION




                                By
                                  -----------------------------------------
                                  Name:
                                  Title:



                                HARRIS TRUST AND SAVINGS BANK, as Agent
                                 Certificate Holder




                                By
                                  -----------------------------------------
                                  Name
                                  Title:






                                       16
<PAGE>




                                    EXHIBIT A
                              (to Trust Agreement)
                                   CERTIFICATE

                                                            ___________, 2000
$_____________________



         THIS CERTIFICATE evidences the right of ______________ (the
"Certificate Holder") to receive on the Maturity Date the principal sum of
_________________ DOLLARS ($________) or, if less, the aggregate unpaid
principal amount of all Certificate Holder Amounts advanced by the Certificate
Holder pursuant to that certain Participation Agreement, dated as of July 14,
2000 (together with all amendments, supplements, amendments and restatements and
other modifications, if any, from time to time thereafter made thereto, the
"Participation Agreement"), among the Lessee and Construction Agent, the
Guarantors, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder,
the Certificate Holders, the Lenders, the Administrative Agent and the Arranger.

         This Certificate further evidences the right of the Certificate Holder
to receive Yield on the unpaid principal amount hereof from time to time
outstanding from the date hereof until maturity (whether by acceleration or
otherwise) and, after maturity, until paid, at the rates per annum and on the
dates specified in the Participation Agreement.

         Payments of both principal and Yield are to be made without setoff or
counterclaim in lawful money of the United States of America in same day or
immediately available funds to the account of the Certificate Holder specified
in Schedule II to the Participation Agreement (or to such other account as the
Certificate Holder may from time to time designate in a written notice to the
Owner Trustee and the Administrative Agent).

         This Certificate is one of the Certificates referred to in, and
evidences advances made under, the Participation Agreement, to which reference
is made for a description of the security for this Certificate and for a
statement of the terms and conditions on which prepayments and repayments of
principal of the Certificate Holder Amounts evidenced by this Certificate are
permitted and required to be made and on which such Certificate Holder Amounts
may be declared to be or automatically become immediately due and payable and is
subject, without limitation, to the restrictions on recourse set forth in
Section 15.10 of the Participation Agreement.

         The Certificate Holder is authorized to endorse the schedule attached
hereto (and any continuation thereof) in accordance with the provisions of the
Trust Agreement.

         Capitalized terms used but not otherwise defined herein have the
respective meanings specified in Appendix A to the Participation Agreement (as
such Appendix A may be amended, supplemented, amended and restated or otherwise
modified from time to time).

         All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor.


<PAGE>

         THIS CERTIFICATE HAS BEEN DELIVERED AND SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF UTAH.

                       LODI 2000 DISTRIBUTION TRUST

                       By:   FIRST SECURITY BANK, NATIONAL ASSOCIATION, not in
                             its individual capacity but solely as Owner
                             Trustee


                             By________________________________________________
                             Name:
                             Title:


                                       2
<PAGE>



<TABLE>
<CAPTION>


                             SCHEDULE TO CERTIFICATE


==========================================================================================================================
   <S>            <C>                     <C>             <C>                      <C>                <C>
                  AMOUNT OF           INTEREST            AMOUNT OF                  UNPAID                    NOTATION
   DATE         ADVANCE MADE          PERIOD IF        PRINCIPAL REPAID        PRINCIPAL BALANCE       TOTAL    MADE BY
                                     APPLICABLE
--------------------------------------------------------------------------------------------------------------------------
                        Eurodollar                              Eurodollar                  Eurodollar
            Base Rate      Rate                     Base Rate      Rate         Base Rate      Rate
-------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------

==========================================================================================================================
</TABLE>






<PAGE>





This Instrument Prepared by
and when Recorded Mail To:

S. Todd Cubbage
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois  60603

               SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE ONLY
================================================================================



                          ASSIGNMENT OF LEASE AND RENT


                            dated as of July 14, 2000

                                      from

                          LODI 2000 DISTRIBUTION TRUST,
                                 as Lessor Trust
                                   as ASSIGNOR

                                       to

                          HARRIS TRUST AND SAVINGS BANK
                    as Administrative Agent for the Lenders,

                                  as ASSIGNEE.






================================================================================




<PAGE>


<TABLE>
<CAPTION>



                                TABLE OF CONTENTS

SECTION                                                HEADING                                                PAGE
<S>                                                                                                              <C>
PARTIES...........................................................................................................1

SECTION 1.                 DEFINED TERMS..........................................................................1


SECTION 2.                 ASSIGNMENT.............................................................................2


SECTION 3.                 RECEIPT OF RENTS.......................................................................4


SECTION 4.                 IRREVOCABILITY; SUPPLEMENTAL INSTRUMENTS...............................................4


SECTION 5.                 VALIDITY...............................................................................4


SECTION 6.                 THE LESSOR TRUST REMAINS LIABLE........................................................5


SECTION 7.                 AMENDMENTS TO THE ASSIGNED LEASE.......................................................5


SECTION 8.                 TERMINATION OF THIS ASSIGNMENT.........................................................6


SECTION 9.                 ONGOING RIGHT TO COLLECT RENTS; RECEIVERS..............................................6


SECTION 10.                AMENDMENT TO THIS ASSIGNMENT...........................................................6


SECTION 11.                NOTICES................................................................................6


SECTION 12.                SUCCESSORS AND ASSIGNS.................................................................7


SECTION 13.                SEVERABILITY...........................................................................7


SECTION 14.                GOVERNING LAW..........................................................................7


SECTION 15.                COUNTERPARTS...........................................................................7


SECTION 16.                CONFLICTS..............................................................................7


SECTION 17.                LIENS AND SECURITY INTERESTS...........................................................8

</TABLE>


<PAGE>




Exhibit A                  SUPPLEMENT TO ASSIGNMENT OF LEASE AND RENT




<PAGE>




                          ASSIGNMENT OF LEASE AND RENT


         THIS ASSIGNMENT OF LEASE AND RENT, dated as of July 14, 2000 (this
"Assignment"), made by LODI 2000 DISTRIBUTION TRUST, a grantor trust (the
"Lessor Trust"), as Lessor Trust, in favor of HARRIS TRUST AND SAVINGS BANK, as
agent (in such capacity, the "Administrative Agent") for the Lenders under the
Loan Agreement referred to below (together with their respective successors and
assigns, "Lenders"),


                                   WITNESSETH:

         WHEREAS, pursuant to the Participation Agreement dated as of the date
hereof (as amended, modified, restated or supplemented from time to time, the
"Participation Agreement"), among R.M.E., Inc., as Lessee (the "Lessee") and
Construction Agent, The Robert Mondavi Corporation, as Guarantor (the
"Guarantor"), the Lessor Trust, the Owner Trustee, the Lenders, the
Administrative Agent, the Certificate Holders, the Agent Certificate Holder and
the Arranger, the Lenders and the Certificate Holders have agreed to a financing
in the Aggregate Commitment Amount of $17,000,000 to be used to finance the
acquisition of the Property and construction of Improvements thereon;

         WHEREAS, pursuant to the Loan Agreement dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the
"Loan Agreement"), among the Lessor Trust, the Lenders and the Administrative
Agent, the Lenders have severally agreed to make Loans to the Lessor Trust in an
aggregate amount not to exceed the aggregate Commitments of the Lenders, upon
the terms and subject to the conditions set forth in the Loan Agreement and the
Participation Agreement, to be evidenced by the Notes issued by the Lessor Trust
under the Loan Agreement;

         WHEREAS, it is a condition, among others, to the obligation of the
Lenders to make their respective Loans to the Lessor Trust under the Loan
Agreement that the Lessor Trust shall have executed and delivered, and the
Lessee shall have consented to, this Assignment to the Administrative Agent for
the benefit of the Lenders; and

         WHEREAS, in order further to secure payment of all the amounts owing to
the Lenders under the Loan Agreement, the Notes and the other Operative
Documents, the Lessor Trust has agreed to enter into, execute, and deliver this
Assignment;

         NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:

SECTION 1.           DEFINED TERMS.

         Capitalized terms used but not otherwise defined in this Assignment
shall have the respective meanings specified in Appendix A to the Participation
Agreement; and the rules of interpretation set forth in such Appendix A shall
apply to this Assignment.




<PAGE>

SECTION 2.           ASSIGNMENT.

         To secure its obligations under the Loan Agreement, the Lessor Trust
hereby assigns, transfers, sets over and conveys to the Administrative Agent for
the ratable benefit of the Lenders, all the following described property
relating to or arising in connection with the Property (as more particularly
described in the Supplement to this Assignment, in the form attached hereto as
Exhibit A), whether now owned or held or hereafter acquired:

               (a) except as  hereinafter  provided,  all of the estate,  right,
          title, interest,  benefits,  powers and privileges of the Lessor Trust
          under the Master Lease and the Lease Supplement  (hereinafter referred
          to collectively as the "Assigned Lease") including:

                    (i) the  immediate and  continuing  right to make claim for,
               receive,  collect and receipt  for all rents,  income,  revenues,
               issues, profits,  insurance proceeds,  condemnation awards, sales
               proceeds  and other sums payable to or  receivable  by the Lessor
               Trust under the  Assigned  Lease,  or pursuant to any  provisions
               thereof,  whether as rent or as the purchase price or termination
               payment for any interest in the Property or otherwise (including,
               without limitation,  the Loan Balance,  the Lease Balance and any
               sales  proceeds  payable  to the  Lessor  Trust  pursuant  to the
               Assigned Lease) (collectively,  the "Lease Rents"), including all
               cash,  securities  or letters of credit  delivered  or  deposited
               pursuant  thereto  to  secure  performance  by the  Lessee of its
               obligations  thereunder,  and any interest of Lessor Trust in the
               Account,

                    (ii) the right and power  (which right and power are coupled
               with an interest) upon the purchase by the Lessee of the interest
               of the  Lessor  Trust  in the  Property  in  accordance  with the
               Assigned  Lease to execute and deliver as  irrevocable  agent and
               attorney-in-fact  of  Lessor  Trust  an  appropriate   instrument
               necessary to convey the interest of the Lessor Trust therein,  or
               to pay over or assign  to the  Lessee  those  sums to which it is
               entitled if the Lessee becomes obligated to purchase the interest
               of the Lessor  Trust in the  Property  and to  perform  all other
               necessary or appropriate acts as said agent and  attorney-in-fact
               with respect to any such purchase and conveyance,

                    (iii)  the  right  to  perform   all  other   necessary   or
               appropriate acts as said agent and attorney-in-fact  with respect
               to any purchase or conveyance referred to in clause (ii) above,

                    (iv) the right (subject to the consent of Required Lenders),
               on a  non-exclusive  basis,  to declare  the Master  Lease or the
               Lease Supplement to be in default,

                    (v) subject to the terms of the  Operative  Documents and to
               the consent of the Required  Participants,  the right to exercise
               remedies under or with respect to the Assigned Lease  (including,
               without  limitation,  all  foreclosure  rights  and power of sale
               rights),




                                       2
<PAGE>

                    (vi) subject to the consent of the Agent Certificate Holder,
               the right to give or make all  consents,  waivers and releases on
               behalf of the Lessor Trust under the Assigned  Lease provided for
               or permitted under the Assigned Lease,

                    (vii)  the  right,  on a  non-exclusive  basis,  to give all
               notices (other than notices  described in any other  subclause of
               this clause (a)) provided under the Assigned Lease,

                    (viii) the right to give all notices of default and, subject
               to the  consent  of the  Agent  Certificate  Holder,  to take all
               action  upon the  happening  of a Default  or an Event of Default
               under the Assigned Lease, including the commencement, conduct and
               consummation  of  proceedings  as shall be  permitted  under  any
               provision of the Assigned Lease, or by law or in equity,

                    (ix) the right,  on a  non-exclusive  basis,  to receive all
               notices sent to the Lessor Trust under the Assigned Lease,

                    (x) the Lessor Trust's  interest under the Assigned Lease in
               the Lessee's tangible and intangible  property used or arising in
               connection  with  the  Property,   including  permits,  licenses,
               contract rights and prepaid expenses, and

                    (xi) the right, on a non-exclusive  basis, to do any and all
               other  things  whatsoever  which  the  Lessor  Trust is or may be
               entitled to do under the Assigned Lease;

         provided, however, that the Lessor Trust shall exclusively retain, and
         the Lease Rents shall in no event include, any Excepted Payments due
         and payable to the Lessor Trust, the Agent Certificate Holder or any
         Certificate Holder; provided, further, that the Lessor Trust shall
         retain and share with the Administrative Agent those rights contained
         in subclauses (iv), (v), (vii), (ix) and (xi) (collectively, the
         "Shared Rights");

          (b) all of the estate, right, title,  interest,  benefits,  powers and
     privileges  of the Lessor Trust,  to and under all  agreements or contracts
     for the sale or other  disposition of all or any part of the Property,  now
     or  hereafter  entered  into  by  the  Lessor  Trust   (collectively,   the
     "Contracts"),  together with all estate, right, title, interest,  benefits,
     powers and  privileges of the Lessor Trust under the  Contracts  including,
     without  limitation,  the  immediate  and  continuing  right subject to the
     consent  of the Agent  Certificate  Holder,  to make  claim  for,  receive,
     collect  and  receipt  for all  charges,  fees,  income,  issues,  profits,
     receipts,  rents,  revenues or royalties payable under any of the Contracts
     (collectively, the "Contract Rents" and, together with the Lease Rents, the
     "Rents") and all right,  title and interest of the Lessor Trust thereunder,
     including all cash, securities or letters of credit deposited thereunder to
     secure  performance  by  the  obligors  of  their  obligations  thereunder;
     provided,  however,  that the Lessor Trust (for its own benefit and for the
     benefit of each  Certificate  Holder)  shall  exclusively  retain,  and the
     Contract  Rents shall in no event  include,  any Excepted  Payments due and
     payable  to  the  Lessor  Trust,  the  Agent  Certificate   Holder  or  any
     Certificate Holder; and



                                       3
<PAGE>

          (c) all of the right, title and interest of the Lessor Trust in and to
     all  claims  and  rights to the  payment  of money at any time  arising  in
     connection with any repudiation,  rejection or breach of the Assigned Lease
     by the Lessee or a trustee or receiver of the Lessee  under any  insolvency
     statute, law or regulation,  including,  without limitation,  all rights to
     recover  damages  arising  out of such breach or  rejection,  all rights to
     charges  payable by the Lessee or such  trustee or,  receiver in respect of
     the Property or any portions thereof  following  rejection,  repudiation or
     disaffirmance  of the Lease or  following  the entry of an order for relief
     under any  insolvency  statute,  law or regulation in respect of the Lessee
     and all rentals  and other  charges  outstanding  under the Lease as of the
     date of entry of such order for relief.

Notwithstanding the foregoing provisions of this Section 2, (i) the assignment
contained herein shall in no event include any amounts received by the Agent
Certificate Holder or any Certificate Holder or otherwise paid or payable to the
Agent Certificate Holder or any Certificate Holder with respect to Certificate
Holder Amounts or Yield thereon, (ii) neither the Agent Certificate Holder, the
Administrative Agent nor the Lenders shall be entitled to exercise any remedies
hereunder, under the Assigned Lease or take any action with respect to the Lease
Rents or the Contract Rents except with the consent of the Required
Participants, and (iii) the Agent Certificate Holder and the Lessor Trust shall
no longer exclusively retain or share with the Administrative Agent those rights
as retained or shared under this Section 2 if a Loan Agreement Event of Default
not arising as a result of a Lease Event of Default shall have occurred and be
continuing. Any attempt by the Administrative Agent or any Lender to exercise
remedies or take any other action in contravention of the previous sentence
shall be null and void.

SECTION 3.           RECEIPT OF RENTS.

         The Lessor Trust hereby acknowledges and agrees that the Administrative
Agent will hold the Rents for the benefit of each of the Lenders and each of the
Certificate Holders, and the Administrative Agent will distribute the Rents in
accordance with Article VII of the Participation Agreement.

SECTION 4.           IRREVOCABILITY; SUPPLEMENTAL INSTRUMENTS.

         The Lessor Trust agrees that this Assignment is irrevocable and that it
will not take any action as lessor under the Assigned Lease or otherwise which
is inconsistent with this Assignment and that any action, assignment,
designation or direction inconsistent herewith shall be void. The Lessor Trust
will execute and deliver from time to time all instruments of further assurance
and do such further acts as may be necessary or proper to carry out more
effectively the purpose of this Assignment.

SECTION 5.           VALIDITY.

         The Lessor Trust represents and warrants (on a continuing basis) and
covenants to the Administrative Agent, for the benefit of the Lenders that (a)
the Lessor Trust has not assigned or executed any assignment of, and will not


                                       4
<PAGE>

assign or execute any assignment of, its interest in any of the Assigned Lease,
in any Contract, in any Rents or in any other subject matter of this Assignment
to anyone other than the Administrative Agent and any assignment, designation or
direction by the Lessor Trust inconsistent herewith shall be void, and (b) the
Lessor Trust has not done any act or executed any document that impairs the
rights of the Administrative Agent to the Assigned Lease or the Rents under this
Assignment.

SECTION 6.           THE LESSOR TRUST REMAINS LIABLE.

         While the assignment made hereby is present, direct and continuing, it
has been made for the purpose of providing the Lenders with security for the
performance of the obligations of the Lessor Trust under the Loan Agreement and
the Notes and the execution and delivery hereof shall not impair or diminish in
any way the obligations of the Lessor Trust under the Assigned Leases, or impose
any of such obligations on the Administrative Agent or any Lender. This
Assignment shall not operate to cause the Administrative Agent or any Lender to
be regarded as a "mortgagee in possession." Neither the Administrative Agent nor
any Lender shall be responsible or liable for performing any of the obligations
of the Lessor Trust under any of the Assigned Lease or any Contract, for any
waste by any Lessee or any other Person, for any dangerous or defective
conditions of the Property, for negligence in the management, upkeep, repair or
control of the Property or any other act or omission by any other Person.
Nothing contained herein shall operate or be construed to (a) obligate the
Administrative Agent or any Lender to assume the obligations of the Lessor Trust
under the Assigned Lease or any Contract, to perform any of the terms and
conditions contained in the Assigned Lease or any Contract or otherwise to
impose any obligation upon the Administrative Agent or any Lender with respect
to the Assigned Lease or any Contract or (b) place upon the Administrative Agent
or any Lender any responsibility for the operation, control, care, management or
repair of the Property or any part thereof. Subject at all times to the terms
and conditions of this Assignment, the Lessor Trust will at all times promptly
and faithfully perform in all respects, or cause to be performed in all
respects, all of its covenants, conditions and agreements contained in the
Assigned Lease or any Contract now or hereafter existing on the part of the
Lessor Trust to be kept and performed.

SECTION 7.           AMENDMENTS TO THE ASSIGNED LEASE.

         The Lessor Trust will not enter into any agreement subordinating,
amending, extending or terminating the Assigned Lease except as provided in
Section 15.5 of the Participation Agreement, and any such attempted
subordination, amendment, modification, extension or termination without
compliance with such Section 15.5 shall be void. If the Assigned Lease or any
Contract shall be amended, it shall continue to be subject to the provisions
hereof without the necessity of any further act by any of the parties hereto.


                                       5
<PAGE>

SECTION 8.           TERMINATION OF THIS ASSIGNMENT.

         This Assignment shall continue in full force and effect until all
obligations, liabilities and indebtedness of any kind now or hereafter due to
the Lenders from the Lessor Trust or the Lessee under or with respect to the
Loan Agreement or any of the other Operative Documents, or which are otherwise
secured hereby, whether now existing or hereafter arising or incurred, have been
fully paid, performed and satisfied, at which time this Assignment will
terminate.

SECTION 9.           ONGOING RIGHT TO COLLECT RENTS; RECEIVERS.

         If notwithstanding the terms of this Assignment, a petition or order
for sequestration of rents, or the appointment of a receiver or some similar
judicial action or order is deemed required under applicable state law to allow
the Administrative Agent to continue to collect the moneys described in Sections
2(a), (b) and (c) of this Assignment, then it is agreed by the Lessor Trust that
any proof of claim or similar document filed by the Administrative Agent in
connection with the breach or rejection of the Assigned Lease by the Lessee or
the trustee of the Lessee under any federal or state insolvency statute shall
for the purpose of perfecting the Administrative Agent's rights conferred in
said paragraphs be deemed to constitute action required under such state law.
Upon the occurrence and during the continuance of a Loan Agreement Event of
Default (not existing solely by virtue of a Lease Event of Default), the Lessor
Trust hereby consents to the appointment of a receiver for the Property as a
matter of right and without any requirement for notice to the Lessor Trust and
without regard to the solvency of the Lessor Trust or to the collateral that may
be available for the satisfaction of the Notes and all other obligations under
the Loan Agreement and the other Operative Documents.

SECTION 10.          AMENDMENT TO THIS ASSIGNMENT.

         This Assignment may not be amended or otherwise modified except by a
writing signed by each of the Agent Certificate Holder, Lessor Trust and the
Administrative Agent and, if required by Section 15.5 of the Participation
Agreement, signed by the Lessee, in accordance with the terms of the
Participation Agreement.

SECTION 11.          NOTICES.

         All notices, demands, requests, consents, approvals and other
instruments under this Assignment shall be made in accordance with Section 15.3
of the Participation Agreement.


                                       6
<PAGE>

SECTION 12.          SUCCESSORS AND ASSIGNS.

         All covenants, agreements, representations and warranties in this
Assignment by the Lessor Trust and the Administrative Agent shall bind, and
shall inure to the benefit of and be enforceable by, their respective successors
and assigns, whether or not so expressed.

SECTION 13.          SEVERABILITY.

         If any provision or provisions, or if any portion of any provision or
provisions, in this Assignment is found by a court of law of competent
jurisdiction to be in violation of any local, state or Federal ordinance,
statute, law, administrative or judicial decision, or public policy, and if such
court should declare such portion, provision or provisions to be illegal,
invalid, unlawful, void or unenforceable as written, then it is the intent of
the parties hereto that such portion, provision or provisions shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that the remainder of this Assignment shall be construed as if such illegal,
invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained therein, and that the rights, obligations and interests of the
Lessor Trust, the Administrative Agent, the Lenders and the Lessee under the
remainder of this Assignment shall continue in full force and effect.

SECTION 14.          GOVERNING LAW.

         THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF EACH PARTY TO THIS
ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA, EXCEPT WITH RESPECT TO THE CREATION
AND PERFECTION OF THE LIEN CREATED BY THE SUPPLEMENT TO ASSIGNMENT OF LEASE AND
RENT AND THE RIGHTS AND REMEDIES OF THE LESSOR TRUST AND/OR THE ADMINISTRATIVE
AGENT AS PROVIDED THEREIN SHALL BE GOVERNED AND CONSTRUED BY THE LAWS OF THE
STATE OR COMMONWEALTH IN WHICH THE PROPERTY IS LOCATED WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS.

SECTION 15.          COUNTERPARTS.

         This Assignment may be executed in any number of counterparts, each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

SECTION 16.          CONFLICTS.

         In the event of any conflicts between the terms and provisions hereof
and the terms and provisions of the other Operative Documents, the terms and
provisions of the other Operative Documents shall be controlling.


                                       7
<PAGE>

SECTION 17.          LIENS AND SECURITY INTERESTS.

         The Lessor Trust further intends and agrees that, for the purpose of
securing the payment of all the amounts owing to the Lenders under the Operative
Documents, (i) this Assignment shall also be deemed to be a security agreement
and financing statement within the meaning of Article 9 of the Uniform
Commercial Code; (ii) the assignment provided for in Section 2 shall be deemed
to be a grant by the Lessor Trust to the Administrative Agent for the benefit of
the Lenders of, and the Lessor Trust does hereby grant to the Administrative
Agent for the benefit of the Lenders, a security interest in all of the right,
title and interest of the Lessor Trust in and to the items described in Section
2 to the Administrative Agent for the benefit of the Lenders to secure all Loans
advanced by the Lenders, together with interest thereon, and all other amounts
payable under the Operative Documents in connection therewith; (iii) the
possession by the Administrative Agent or any of its agents of notes and such
other items of property as constitute instruments, money, negotiable documents
or chattel paper shall be deemed to be "possession by the secured party" for
purposes of perfecting the security interest pursuant to Section 9-305 of the
Uniform Commercial Code; and (iv) notifications to Persons holding such
property, and acknowledgments, receipts or confirmations from financial
intermediaries, bankers or agents (as applicable) of the Lessor Trust shall be
deemed to have been given for the purpose of perfecting such security interest
under any Requirement of Law. The Lessor Trust and each Lessee shall, to the
extent consistent with the Operative Documents, take such actions and execute,
deliver, file and record such other documents, financing statements, mortgages
and deeds of trust as may be necessary to ensure that, if this Assignment was
deemed to create a security interest in the items described in Section 2 in
accordance with this Section, such security interest would be deemed to be a
perfected security interest and will be maintained as such throughout the Lease
Term.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








                                       8
<PAGE>




         IN WITNESS WHEREOF, the Lessor Trust has caused this Assignment to be
duly executed as of the day and year first above written.


                                        LODI 2000 DISTRIBUTION TRUST


                                        By: FIRST SECURITY BANK, NATIONAL
                                            Association, not in its individual
                                            capacity but solely as Owner Trustee



                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________



Acknowledged and accepted this
_____ day of July, 2000


HARRIS TRUST AND SAVINGS BANK,
  as Administrative Agent



By__________________________________________________________
      Name:
      Its



                                       9
<PAGE>







STATE OF UTAH                               )
                                            ) SS.:
COUNTY OF _____________                     )



         I, the undersigned, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that ___________________, _______________ of
First Security Bank, National Association, a national banking association, as
trustee of the LODI 2000 DISTRIBUTION TRUST, who is personally known to me to be
the same person whose name is subscribed to the foregoing instrument as such
____________________, appeared before me this day in person and acknowledged
that she/he signed and delivered the said instrument as her/his own free and
voluntary act and as the free and voluntary act and deed of said trust for the
uses and purposes therein set forth.

         Given under my hand and notarial seal, this ____ day of ________,
20___.




[NOTARIAL SEAL]
                                                         Notary Public


                                                         ---------------------
                                                         (TYPE OR PRINT NAME)


(SEAL)


Commission Expires:


--------------------






<PAGE>







STATE OF CALIFORNIA                         )
                                            ) SS.:
COUNTY OF _____________                     )



         On ______________________ before me, the undersigned notary public,
personally appeared _______________________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or the entity upon behalf of which the person(s) acted,
executed the instrument.



WITNESS my hand and official seal.

Signature ____________________________




<PAGE>





               CONSENT OF LESSEE TO ASSIGNMENT OF LEASE AND RENTS


                      CONSENT AND ACKNOWLEDGMENT BY LESSEE


         The undersigned hereby acknowledges receipt of a counterpart original
of, and consent to, the foregoing Assignment of Lease and Rent dated as of July
14, 2000.

         The foregoing is furnished for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged by the undersigned, and
the undersigned understand and intend that the Administrative Agent and the
Lenders will rely on the foregoing and that the undersigned will be legally
bound by the foregoing. This Consent and Acknowledgment shall inure to the
benefit of the Administrative Agent, the Lenders and their respective successors
and assigns.

         IN WITNESS WHEREOF, the undersigned have executed and delivered this
Consent and Acknowledgment as of July ___, 2000, pursuant to property authority
duly granted.


                                        LESSEE:

                                        R.M.E., INC.

                                        By:_____________________________________
                                           Name
                                           Its




<PAGE>







STATE OF CALIFORNIA                 )
                                    ) SS.:
COUNTY OF NAPA                      )



         On ______________________ before me, the undersigned notary public,
personally appeared _______________________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or the entity upon behalf of which the person(s) acted,
executed the instrument.



WITNESS my hand and official seal.

Signature ____________________________




<PAGE>




                                       A-3
                                    EXHIBIT A
                         TO ASSIGNMENT OF LEASE AND RENT
                                (FOR CALIFORNIA)



This Instrument Prepared by
and when Recorded Mail To:

S. Todd Cubbage
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois  60603

              SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE ONLY
================================================================================



                             SUPPLEMENT NO. _______
                         TO ASSIGNMENT OF LEASE AND RENT
                            (__________, CALIFORNIA)


         THIS SUPPLEMENT NO. _____ (this "Supplement") , dated as of __________,
20__, to the ASSIGNMENT OF LEASE AND RENT, dated as of July 14, 2000 (the
"Assignment"), made by LODI 2000 DISTRIBUTION TRUST, a grantor trust (the
"Lessor Trust"), as Lessor Trust under the Master Lease and Deed of Trust dated
as of July 14, 2000 (as amended, modified, restated or supplemented from time to
time, the "Master Lease"), among the Lessor Trust and the Lessee, in favor of
HARRIS TRUST AND SAVINGS BANK, as Administrative Agent (in such capacity, the
"Administrative Agent") for the Lenders. Capitalized terms used herein but not
otherwise defined have the meanings specified in the Assignment.

         The parties hereto agree as follows:

               1. The Property.  In accordance with the  Assignment,  the Lessor
          Trust has executed this  Supplement  to subject the Master  Lease,  as
          supplemented by the Lease Supplement attached as Schedule 1 hereto, to
          the Assignment.  The description of the Property is attached hereto as
          Schedule 2.

               2. Integrated Assignment. Following the execution and delivery of
          this  Supplement,  this  Supplement,  and all  supplements  previously
          delivered  under  the  Assignment,  shall  constitute  a  part  of the
          Assignment,  and  the  Master  Lease,  as  supplemented  by the  Lease
          Supplement  attached as Schedule 1 hereto,  is hereby  assigned to the
          Administrative  Agent for the ratable benefit of the Lenders  pursuant
          to the provisions of Section 2 of the Assignment.


                                      A-1
<PAGE>

               3.  Confirmation.  Except as expressly  supplemented  hereby, the
          provisions  of the  Assignment  are and shall remain in full force and
          effect.  Further,  the Lessor Trust hereby  reaffirms its  obligations
          under the Assignment.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                                       A-2
<PAGE>




         IN WITNESS WHEREOF, the Lessor Trust has caused this Supplement to be
duly executed as of the day and year first above written.


                                        LODI 2000 DISTRIBUTION TRUST,
WITNESS:                                 as Lessor Trust

                                        By:  FIRST SECURITY BANK, NATIONAL
                                             ASSOCIATION, not in its individual
                                             capacity but solely as Owner
                                             Trustee

                                        By:_____________________________________
Print Name:                             Name:
                                        Title:




Acknowledged and accepted this
______ day of _____________, 20___


HARRIS TRUST AND SAVINGS BANK,
  as Administrative,  Agent


                                        WITNESS:


By:  ________________________
Name ________________________           Print Name:_____________________________
Its  ________________________



                                       A-3
<PAGE>







STATE OF UTAH                               )
                                            ) SS.:
COUNTY OF _____________                     )



         I, the undersigned, a Notary Public in and for said County, in the
State aforesaid, do hereby certify that ___________________, _______________ of
First Security Bank, National Association, a national banking association, as
trustee of the LODI 2000 DISTRIBUTION TRUST, who is personally known to me to be
the same person whose name is subscribed to the foregoing instrument as such
____________________, appeared before me this day in person and acknowledged
that she/he signed and delivered the said instrument as her/his own free and
voluntary act and as the free and voluntary act and deed of said trust for the
uses and purposes therein set forth.

         Given under my hand and notarial seal, this ____ day of ________,
20___.




[NOTARIAL SEAL]
                                        Notary Public


                                       ---------------------
                                       (TYPE OR PRINT NAME)


(SEAL)


Commission Expires:


--------------------




<PAGE>







STATE OF CALIFORNIA                         )
                                            ) SS.:
COUNTY OF _____________                     )



         On ______________________ before me, the undersigned notary public,
personally appeared _______________________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or the entity upon behalf of which the person(s) acted,
executed the instrument.



WITNESS my hand and official seal.

Signature ____________________________





<PAGE>





                                   SCHEDULE 1


                                LEASE SUPPLEMENT















<PAGE>





                                   SCHEDULE 2


                             DESCRIPTION OF PROPERTY












<PAGE>





                         CONSENT OF LESSEE TO SUPPLEMENT
                         TO ASSIGNMENT OF LEASE AND RENT


                      CONSENT AND ACKNOWLEDGMENT BY LESSEE


         The undersigned hereby acknowledges receipt of a counterpart original
of, and consents to, the foregoing Supplement No. _____ dated as of __________
_____, 20___ to the Assignment of Lease and Rent.

         The foregoing is furnished for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged by the undersigned, and
the undersigned understands and intends that the Administrative Agent and the
Lenders will rely on the foregoing and that the undersigned will be legally
bound by the foregoing. This Consent and Acknowledgment shall inure to the
benefit of the Administrative Agent, the Lenders and their respective successors
and assigns.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Consent and Acknowledgment as of ____________ ___, 20___, pursuant to proper
authority duly granted.


                                        R.M.E., INC.



                                        By:__________________________________
                                           Name:
                                           Title:





<PAGE>







STATE OF CALIFORNIA                 )
                                    ) SS.:
COUNTY OF NAPA                      )



         On ______________________ before me, the undersigned notary public,
personally appeared _______________________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s) or the entity upon behalf of which the person(s) acted,
executed the instrument.



WITNESS my hand and official seal.

Signature ____________________________




<PAGE>






================================================================================






                          CONSTRUCTION AGENCY AGREEMENT

                            dated as of July 14, 2000




                                      among




                          LODI 2000 DISTRIBUTION TRUST,
                                 as Lessor Trust




                                       and




                                  R.M.E., INC.,
                              as Construction Agent








================================================================================



<PAGE>

<TABLE>
<CAPTION>



                                TABLE OF CONTENTS

SECTION                                                HEADING                                                PAGE
<S>                       <C>                                                                                    <C>
ARTICLE I                  DEFINITIONS............................................................................1

       Section 1.1.        Defined Terms..........................................................................1

ARTICLE II                 APPOINTMENT OF CONSTRUCTION AGENT......................................................2

       Section 2.1.        Appointment............................................................................2
       Section 2.2.        Acceptance.............................................................................2
       Section 2.3.        Supplements to this Agreement..........................................................2
       Section 2.4.        Term2
       Section 2.5.        Construction Documents.................................................................3
       Section 2.6.        Scope of Authority.....................................................................3
       Section 2.7.        Covenants of the Construction Agent....................................................4
       Section 2.8.        Insurance..............................................................................5
       Section 2.9.        Plans and Specifications; Estimated Improvement........................................7

ARTICLE III                THE IMPROVEMENTS.......................................................................8

       Section 3.1.        Construction...........................................................................8
       Section 3.2.        Amendments; Modifications..............................................................8
       Section 3.3.        Casualty, Condemnation and Force Majeure Events........................................8
       Section 3.4.        Casualty Occurrences...................................................................9
       Section 3.5.        Condemnation Occurrences...............................................................9

ARTICLE IV                 PAYMENT OF FUNDS......................................................................10

       Section 4.1.        Funding of Land Acquisition Cost and Property Improvement Costs.......................10

ARTICLE V                  CONSTRUCTION AGENCY AGREEMENT EVENTS OF DEFAULT.......................................11

       Section 5.1.        Construction Agency Agreement Events of Default.......................................11
       Section 5.2.        Survival..............................................................................12
       Section 5.3.        Remedies; Remedies Cumulative.........................................................12
       Section 5.4.        Limitation on Construction Agent's Recourse Liability.................................13
       Section 5.5.        Construction Agent's Right to Purchase................................................14

ARTICLE VI                 NO CONSTRUCTION AGENCY FEE; RETURN OF EXCESS AMOUNTS..................................15

       Section 6.1.        No Construction Agency Fee............................................................15
       Section 6.2.        Return of Excess Amounts..............................................................15

ARTICLE VII                LESSOR TRUST'S RIGHT TO CURE CONSTRUCTION AGENT'S DEFAULTS............................16
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<CAPTION>

<S>                       <C>                                                                                    <C>
ARTICLE VIII               MISCELLANEOUS.........................................................................16

       Section 8.1.        Notices...............................................................................16
       Section 8.2.        Successors and Assigns................................................................16
       Section 8.3.        Governing Law.........................................................................16
       Section 8.4.        Amendments and Waivers................................................................16
       Section 8.5.        Counterparts..........................................................................16
       Section 8.6.        Severability..........................................................................16
       Section 8.7.        Headings and Table of Contents........................................................17
       Section 8.8.        Knowledge of Lessor Trust.............................................................17
       Section 8.9.        Limitations on Recourse...............................................................17

Exhibit A -- Form of Supplement to Construction Agency Agreement
</TABLE>


                                      -ii-
<PAGE>



                          CONSTRUCTION AGENCY AGREEMENT

         CONSTRUCTION AGENCY AGREEMENT, dated as of July 14, 2000 (this
"Agreement"), among LODI 2000 DISTRIBUTION TRUST, as the Lessor Trust (the
"Lessor Trust"), and R.M.E., INC., a California corporation (the "Company") as
the Construction Agent (in such capacity, the "Construction Agent").


                                   WITNESSETH:

         WHEREAS, the Construction Agent, Lessee, and the Lessor Trust, are
parties to that certain Master Lease and Deed of Trust dated of even date
herewith (as amended, supplemented, amended and restated or otherwise modified
from time to time, the "Master Lease"), and the Lessee and the Lessor Trust are
parties to certain Lease Supplements entered into from time to time, pursuant to
which the Lessee has agreed to lease from the Lessor Trust, and the Lessor Trust
agreed to lease to the Lessee, the Property;

         WHEREAS, the Lessor Trust and the Construction Agent are also parties
to that certain Participation Agreement dated of even date herewith (as amended,
supplemented, amended and restated or otherwise modified from time to time, the
"Participation Agreement"), among the Lessee (as Lessee and Construction Agent),
the Certificate Holders, the Agent Certificate Holder, the Owner Trustee, the
Lessor Trust, the Guarantor, the Lenders, the Administrative Agent and the
Arranger; and

         WHEREAS, subject to the terms and conditions hereof, (i) the Lessor
Trust desires to appoint the Construction Agent as its sole and exclusive agent
for the construction of Improvements, the identification of and assistance with
the acquisition of Land and leasehold interests therein, and the construction of
Improvements on such Land in accordance with the Plans and Specifications, each
of the foregoing pursuant to the Participation Agreement, and (ii) the
Construction Agent desires, for the benefit of the Lessor Trust, to undertake
the foregoing activities and to cause Improvements to be constructed in
accordance with the Plans and Specifications and pursuant to the Participation
Agreement and this Agreement, in each case in accordance with the terms herein
set forth;

         NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1. Defined Terms. Unless the context shall otherwise require,
capitalized terms used and not defined herein shall have the meanings assigned
thereto in Appendix A to the Participation Agreement for all purposes hereof (as
such Appendix A may be amended, supplemented, amended and restated or otherwise
modified from time to time, "Appendix A"); and the rules of interpretation set
forth in Appendix A shall apply to this Agreement.



<PAGE>


                                   ARTICLE II
                        APPOINTMENT OF CONSTRUCTION AGENT

     Section  2.1.  Appointment.  Pursuant  to  and  subject  to the  terms  and
conditions  set forth herein and in the  Participation  Agreement  and the other
Operative Documents, the Lessor Trust hereby irrevocably designates and appoints
the Construction  Agent as its exclusive agent for (a) the identification of and
assistance with the acquisition of Land including  leasehold  interests therein,
and (b) the construction of the Improvements on such Land in accordance with the
Plans and Specifications therefor. The Construction Agent may execute any of its
duties under this  Agreement  by or through  agents,  contractors,  employees or
attorneys-in-fact,  and the Construction  Agent shall enter into such agreements
with  architects and  contractors as the  Construction  Agent deems necessary or
desirable for the construction of Improvements pursuant hereto (such agreements,
collectively,  the "Construction  Documents");  provided,  however, that no such
delegation shall limit or reduce in any way the Construction  Agent's duties and
obligations under this Agreement.

     Section 2.2.  Acceptance.  The  Construction  Agent hereby  unconditionally
accepts the designation and  appointment as  Construction  Agent,  and agrees to
perform such functions as set forth herein and in the other Operative Documents.

     Section 2.3.  Supplements to this Agreement.  On each Acquisition Date, the
Lessor  Trust and the  Construction  Agent  shall  each  execute  and  deliver a
supplement  to this  Agreement  in the form of  Exhibit A attached  hereto  with
respect to the Property being  acquired,  appropriately  completed,  pursuant to
which the Lessor Trust and the  Construction  Agent shall,  among other  things,
each acknowledge and agree that the construction of applicable  Improvements and
development  of  Property  will be  governed  by the  terms  of this  Agreement.
Following  the  execution  and  delivery of a  supplement  to this  Agreement as
provided above, such supplement and all supplements  previously  delivered under
this Agreement shall constitute a part of this Agreement.

     Section 2.4.  Term.  This  Agreement  shall commence on the date hereof and
shall,  except as  otherwise  provided in Section  2.7(f) and subject to Section
5.2, terminate with respect to any given Property upon the first to occur of:

          (a) payment of the Lease Balance for such Property and  termination of
     the Lease  Supplement and Master Lease with respect to such Property by the
     Lessee in accordance  with Article XVIII of the Master Lease or Section 5.5
     of this Agreement;

          (b) the Expiration Date or other expiration or earlier  termination of
     the Master Lease with respect to such Property;

          (c) termination of this Agreement pursuant to Article V hereof; and


                                       2
<PAGE>

          (d) the Completion Date with respect to such Property.

          Section 2.5.  Construction  Documents.  On or prior to the Acquisition
     Date for any Uncompleted Property under the Participation Agreement:

          (a) the Lessor Trust and Construction  Agent shall execute and deliver
     a Supplement to this Agreement in the form of Exhibit A hereto with respect
     to such  Property,  appropriately  completed,  pursuant to which the Lessor
     Trust (on  behalf of the Agent  Certificate  Holder)  and the  Construction
     Agent  shall,  among  other  things,  each  acknowledge  and agree that the
     construction  of  the  applicable  Improvements  and  development  of  such
     Property will be governed by the terms of this Agreement and, following the
     execution  and  delivery  of  such  Supplement  to  this  Agreement,   such
     Supplement and all  Supplements  previously  delivered under this Agreement
     shall constitute a part of this Agreement; and

          (b) the  Construction  Agent will  execute  and  deliver to the Lessor
     Trust  the  Construction  Documents  Assignment,   pursuant  to  which  the
     Construction  Agent  assigns to the Lessor  Trust,  for its benefit and the
     benefit of the  Participants  and the  Administrative  Agent,  among  other
     things,  all of the  Construction  Agent's rights under and interest in all
     Construction Documents relating to such Property.

         Section 2.6. Scope of Authority. (a) Subject to the terms, conditions,
restrictions and limitations set forth in the Operative Documents, each of the
Agent Certificate Holders and the Lessor Trust hereby expressly authorizes the
Construction Agent, or any agent or contractor of the Construction Agent, and
the Construction Agent unconditionally agrees for the benefit of the
Participants, to take all action necessary or desirable for the performance and
satisfaction of all of the Construction Agent's obligations hereunder,
including, without limitation:

          (i) the identification and assistance with the acquisition of Land and
     the  acquisition of the related  Improvements  in accordance with the terms
     and conditions of the Participation Agreement;

          (ii)   overseeing,   directing,   supervising   and   monitoring   the
     development, design, construction and equipping of the Property;

          (iii)  negotiating  and entering into all contracts or arrangements to
     procure the  equipment  necessary  to develop the  Property  and  construct
     Improvements;

          (iv) obtaining all necessary permits,  licenses,  consents,  approvals
     and other  authorizations,  including  those required under  Applicable Law
     (including  Environmental  Laws),  from  all  Governmental  Authorities  in
     connection  with the development  and  construction of the  Improvements on
     each parcel of Land subject to any Lease  Supplement in a timely manner and
     in accordance with the applicable Plans and Specifications;


                                       3
<PAGE>

          (v)   maintaining   all  books  and  records   with   respect  to  the
     construction, operation and management of the Property; and

          (vi)   performing  any  other  acts   necessary  in  connection   with
     identification  and  acquisition of the Property and  Improvements  and the
     construction  and  development  of  Improvements  in  accordance  with  the
     applicable Plans and Specifications.

         (b) Neither the Construction Agent nor any of its Affiliates or agents
shall enter into any contract which would, directly or indirectly, impose any
liability or obligation on any Participant for which such Participant, as the
case may be, is not indemnified by the Construction Agent or the Lessee under
this Agreement or any of the other Operative Documents. AS BETWEEN THE
PARTICIPANTS AND THE OTHER INDEMNITIES, ON THE ONE HAND, AND THE CONSTRUCTION
AGENT, ON THE OTHER HAND, THE CONSTRUCTION AGENT SHALL BE RESPONSIBLE FOR THE
ACTS AND OMISSIONS OF ITS SUBCONTRACTORS AND OTHER AGENTS.

         (c) Subject to the terms and conditions of this Agreement and the other
Operative Documents, the Construction Agent shall have sole management and
control over the construction means, methods, sequences and procedures with
respect to the construction of the Improvements.

     Section 2.7.  Covenants of the Construction  Agent. The Construction  Agent
hereby  covenants and agrees with respect to each  Uncompleted  Property that it
will:

               (a)  notify the  Lessor  Trust in writing  not less than ten (10)
          Business  Days after the  occurrence  of each Force Majeure Event with
          respect to such Property;

               (b) cause the  Completion  Date for such  Property to occur on or
          prior to the Outside Completion Date for such Property;  provided that
          it shall have no obligation to pay for Construction Costs unless it is
          entitled to be reimbursed for such Construction  Costs pursuant to the
          Participation Agreement;

               (c)  cause  all  Liens  on  such  Property  (including,   without
          limitation,  Liens  or  claims  for  materials  supplied  or  labor or
          services   performed  in  connection  with  the  Construction  of  the
          Improvements),  other than Permitted  Property Liens, to be discharged
          or bonded off if disputed in good faith by the Construction Agent;

               (d) cause all Improvements to be constructed (x) substantially in
          accordance with the applicable Plans and Specifications (as revised or
          amended in accordance  with Section 3.2),  (y) in compliance  with all
          Requirements   of  Law  and  (z)  in  compliance  with  all  Insurance
          Requirements;

               (e)  ensure  that  the  Land  shall  be in  compliance  with  all
          Requirements of Law, and fit for use as wine production,  distribution
          or storage facilities;


                                       4
<PAGE>

               (f) cause the Initial  Construction  Date to occur within  twelve
          (12) months of the Acquisition Date and in any event prior to the date
          twelve (12) months before the Interim Termination Date;

               (g) cause the  aggregate  Property  Cost for such Property not to
          exceed 110% of the sum of the Land  Acquisition Cost and the Estimated
          Improvement  Costs for such  Property;  provided that it shall have no
          obligation to pay for  Construction  Costs unless it is entitled to be
          reimbursed for such  Construction  Costs pursuant to the Participation
          Agreement; and

               (h) as between the parties to the Operative  Documents,  maintain
          such Property in safe  condition  free from injury or mishaps to third
          Persons.

     Section 2.8.  Insurance.  (a) During the Interim Lease Term with respect to
each Property,  the  Construction  Agent shall procure and carry,  the insurance
described in Section 13.1 of the Master Lease for the risks insured arising from
the acts or omissions of the Construction  Agent while located on, in possession
of, or  controlling  or acting or failing to act with respect to such  Property.
The premium for any such coverage  maintained by the Construction Agent for each
Property  shall be a  Construction  Cost paid with the  proceeds  of an Advance;
provided however that the Construction  Agent shall pay or cause to be paid such
premium  on behalf of the  Lessor  Trust  and  Agent  Certificate  Holder if the
conditions  precedent for such Advance cannot be met at the time such premium is
due  and  payable.  The  Construction  Agent  acknowledges  and  agrees  in this
connection  that each  Property  is in its  control  and  possession  during the
Interim Lease Term therefore,  it is responsible as  Construction  Agent for the
acts and  omissions of its  subcontractors  and agents and that it has agreed to
maintain each Property free from injury and mishap to third Persons.

     (b)  During the  Interim  Lease Term with  respect  to each  Property,  the
Construction  Agent shall in the  construction  of Improvements on such Property
and the operation of such Property, comply with applicable worker's compensation
laws.

     (c)  During  the  Interim  Lease Term with  respect  to each  Property  the
Construction  Agent shall also maintain or cause to be  maintained,  and keep in
force,  a policy or policies of builder's  "all risk"  insurance with respect to
such  Property  that is  insurable  and  that is  insured  by  Lessee  for  wine
production,  distribution  or  storage  facilities  owned by it in its  ordinary
course  of  business,  insuring  the  interest  of the  Lessor  Trust  and Agent
Certificate  Holder in such  Property in an amount  equal to the greater (x) the
replacement  value  of  such  Improvements  and (y)  the  aggregate  cost of the
construction of the Improvements,  including costs that may be required to cause
Property to be reconstructed and then current Requirements of Law and in amounts
sufficient  to fund all  interest,  Yield  and fees  accruing  on the  Loans and
Certificate  Holder  Amounts or otherwise  payable during the Interim Lease Term
for  such  Property.  The  premium  for  any  such  coverage  maintained  by the
Construction  Agent shall be a  Construction  Cost paid with the  proceeds of an
Advance; provided, however, that the Construction Agent shall pay or cause to be
paid such premium on behalf of the Lessor Trust and Agent Certificate  Holder if
the conditions precedent for such Advance cannot be met at the time such premium
is due and payable.


                                       5
<PAGE>

     (d) The  insurance  required to be maintained  under Section  2.8(a) may be
subject to deductible amounts and self-insured  retentions as is consistent with
the Construction Agent's or its Affiliates practice for other properties similar
to the  applicable  Property  owned or leased by the  Construction  Agent or the
Affiliates of the Construction  Agent, and may be carried under blanket policies
maintained  by or on behalf of the  Construction  Agent so long as such policies
otherwise comply with the provisions of this Section 2.8. The insurance required
to be maintained  pursuant to Section 2.8(c) shall contain no deductible amount,
unless the Required Participants otherwise agree. In the event that the Required
Participants in their sole discretion, agree to permit a deductible amount under
the policy required  pursuant to Section  2.8(c),  the reduction in any recovery
pursuant to any such permitted deductible shall be a Construction Cost paid with
the proceeds of an Advance; provided, however, that the Construction Agent shall
pay to the Lessor  Trust (for the benefit of the Agent  Certificate  Holders) an
amount equal to the deductible if the conditions precedent for an Advance cannot
be met at the time such  deductible  amount  shall be  payable;  subject  to the
limitations set forth in Section 5.4 hereof.

     (e) All insurance  required to be carried  pursuant to the  requirements of
Section 2.8(a) or 2.8(c) shall be written by reputable  insurance companies that
are  financially  sound  and  solvent  and  otherwise   reasonably   appropriate
considering  the amount and type of insurance  being provided by such companies.
Any  insurance  company  selected  by the  Construction  Agent which is rated in
Best's  Insurance  Guide or any  successor  thereto  (or if  there  be none,  an
organization  having a similar national  reputation) shall have a general policy
holder rating of "A-" or better and a financial size rating of at least "VII" or
be otherwise  acceptable to the Lenders and the Agent Certificate  Holders.  All
insurance required under Section 2.8(a) or 2.8(c) shall provide in the policy or
by special endorsement that:

               (i) in the case of  insurance  required by Section  2.8(a),  each
          Participant, the Lessor Trust and Administrative Agent are included as
          additional insureds,  and in the case of insurance required by Section
          2.8(c),  naming  the  Participants  as their  interest  may appear and
          naming the  Administrative  Agent as loss payee and showing a standard
          form mortgagee endorsement in favor of the Participants;

               (ii) such policy will not be invalidated  should the Construction
          Agent  waive,  in  writing,  prior to a loss,  any and all  rights  of
          recovery  against any party for losses covered by such policy (and the
          Construction  Agent hereby waives any and all such rights  against the
          Agent  Certificate  Holders  and the Lenders to the extent of payments
          made under such policies);

               (iii)  such   insurance   shall  be  primary   without  right  of
          contribution  of any other  insurance  carried  by or on behalf of any
          Participant,  the Lessor Trust or the  Administrative  Agent and shall
          provide that no such Person shall have any obligation or liability for
          payments of premiums;

               (iv) the  respective  interests of the  Participants,  the Lessor
          Trust  and the  Administrative  Agent  under  all  insurance  policies
          required  hereunder  shall not be invalidated or reduced by any act or
          omission (including breach of warranty) or negligence of the Lessee or
          the  Construction  Agent or any other Person (other than, with respect

                                       6
<PAGE>

          to any such  insured,  such insured) and such  insurance  shall insure
          each Participant,  the Lessor Trust and Administrative  Agent as their
          interest  may appear,  regardless  of any breach or  violation  of any
          warranty,  declaration or condition  contained in such policies by the
          Lessee,  the Construction  Agent or any other Person (other than, with
          respect to any such insured, such insured);

                   (v) if the insurers cancel such insurance for any reason
         whatsoever or any materially adverse change is made in policy terms or
         conditions, or if such insurance is allowed to lapse for non-payment of
         premium, such cancellation, change or lapse shall not be effective as
         to the Participants, the Lessor Trust and the Administrative Agent for
         thirty (30) days after receipt by the Participants, the Lessor Trust
         and the Administrative Agent, respectively, of written notice from such
         insurers or such cancellation, change or lapse; and

               (vi) with respect to all liability  insurance,  in as much as the
          policies  are  written  to cover  more than one  insured,  all  terms,
          conditions,  insuring agreements and endorsements,  with the exception
          of the limits of  liability,  shall  operate in the same  manner as if
          there were a separate policy covering each insured.

     (f) The  Construction  Agent shall pay or cause to be paid,  as they become
due all  premiums  for the  insurance  required  hereunder,  and shall  renew or
replace, or cause to be renewed or replaced, each policy prior to the expiration
date  thereof;  provided  that  the  Construction  Agent  shall be  entitled  to
reimbursement therefor as a Construction Cost.

     (g) Throughout the Interim Lease Term for each Property,  the  Construction
Agent shall,  upon request  therefor  from the Agent  Certificate  Holder or the
Administrative   Agent,   deliver  to  the  Agent  Certificate  Holder  and  the
Administrative  Agent  certificates  of insurance  evidencing that all insurance
required by this Section 2.8 is being maintained by the  Construction  Agent and
is in effect.

     Section 2.9.  Plans and  Specifications;  Estimated  Improvement  Cost. The
Construction  Agent  hereby  represents  and warrants to each  Participant  with
respect  to each  Property  from time to time  subject to a  supplement  to this
Agreement that:

               (a) set forth on Schedule II to each supplement to this Agreement
          shall  be  a  true,  correct  and  complete  copy  of  the  Plans  and
          Specifications  for the Property  described in such supplement,  as in
          effect on the date thereof; and

               (b)  set  forth  in each  supplement  to  this  Agreement  as the
          "Estimated   Improvement   Costs"   shall  be  the  amount  which  the
          Construction  Agent  in  good  faith  expects,  as of  the  applicable
          Acquisition  Date, to be expended for Construction of the Improvements
          described in such supplement to achieve Completion.

                                       7
<PAGE>


                                   ARTICLE III
                                THE IMPROVEMENTS

     Section  3.1.   Construction.   The  Construction  Agent  shall  cause  the
Improvements located on any Property to be constructed, equipped, maintained and
used (x) in compliance in all material respects with all Requirements of Law and
(y) in compliance with all Insurance Requirements.

     Section 3.2.  Amendments;  Modifications.  (a) The Construction  Agent may,
subject to the conditions,  restrictions and limitations set forth herein and in
the other Operative Documents, at any time during the Interim Lease Term for any
Property, amend or modify the Plans and Specifications for such Property without
the  consent  of the Lessor  Trust (at the  direction  of the Agent  Certificate
Holder);  provided,  however, that the prior written consent of the Lessor Trust
(at the  direction  of the Agent  Certificate  Holder)  will be required if such
revision,  amendment or  modification,  when taken together with any previous or
contemporaneous   revision,   amendment  or   modification  to  such  Plans  and
Specifications,  could  reasonably be expected to: (w) result in the  Completion
Date of the applicable Property occurring after the Outside Completion Date, (x)
result in the Property Cost for such Property  exceeding  110% of the sum of the
Land Acquisition Cost for such Property and the Estimated  Improvement Costs for
such  Property,  (y)  reduce  the Fair  Market  Sales  Value as set forth in the
Appraisal of such Property in a material  respect when  completed,  or (z) cause
the  Improvements  to vary in any  material  respect from the  assumptions  with
respect to use,  operation and  construction  set forth in the Appraisal of such
Property delivered in connection with the Acquisition Date therefore;  provided,
further,  however, that notwithstanding the foregoing, the prior written consent
of the Agent Certificate Holders will not be required if, and only to the extent
that,  such  revision,   amendment  or   modification   constitutes  a  Required
Modification.

     (b) The  Construction  Agent may, at any time during the Interim Lease Term
for any  Property,  revise the Estimated  Improvement  Cost for such Property by
delivering to the Administrative Agent a certificate,  executed by a Responsible
Officer  of  the  Construction  Agent,   setting  forth  the  revised  Estimated
Improvement Cost for such Property; provided, however, that, after giving effect
to such changed Estimated  Improvement Cost, the sum of (x) the Land Acquisition
Cost of such Property plus (y) the Property Improvement Cost of such Property as
of  such  date  plus  (z)  such  revised  Estimated  Improvement  Cost  (without
duplication  of the Property  Improvement  Costs in clause (y)) shall not exceed
110%  of the  Fair  Market  Sales  Value  of  such  Property  set  forth  in the
As-Constructed Appraisal thereof.

     Section 3.3.  Casualty,  Condemnation  and Force Majeure Events.  If at any
time prior to the  Completion  Date for any  Property  there  occurs a Casualty,
Condemnation  or a Force  Majeure  Event with  respect to such  Property,  then,
except as otherwise  provided in Section  14.2(d) of the Master Lease or Article
XV of the Master Lease, in each case the  Construction  Agent shall promptly and
diligently  complete the  Construction  of the  Improvements on such Property in
accordance with the Plans and Specifications therefor and in compliance with the
terms  hereof,  and cause the  Completion  Date for such Property to occur on or
prior to the Outside Completion Date for such Property.


                                       8
<PAGE>

     Section 3.4. Casualty Occurrences.  (a) Losses, if any, with respect to any
Property under any property damage policies required to be carried under Section
2.8(c) shall be adjusted with the insurance  companies,  including the filing of
appropriate proceedings, as follows: (x) so long as no Lease Event of Default or
Construction  Agency  Agreement  Event of  Default  shall have  occurred  and be
continuing, and provided that the Lessee is required by the Operative Documents,
or has  agreed,  to repair the damage to the  applicable  Property,  such losses
shall be  adjusted  by the  Lessee,  and (y) if any Lease  Event of  Default  or
Construction  Agency  Agreement  Event of  Default  shall have  occurred  and be
continuing,  or if the Lessee is not required to, and has not agreed,  to repair
the damage to the  applicable  Property,  such  losses  shall be adjusted by the
Administrative  Agent.  The party which  shall be entitled to adjust  losses may
appear in any proceeding or action to negotiate, prosecute, adjust or appeal any
claim for any  award,  compensation  or  insurance  payment  on  account  of any
Casualty;  provided, that the Construction Agent shall pay all expenses thereof;
subject to Section  5.4 hereof.  At the request of the party  entitled to adjust
any such losses, and at the Construction  Agent's sole cost and expense (subject
to  Section  5.4  hereof),  the  other  party  shall  participate  in  any  such
proceeding,  action, negotiation,  prosecution or adjustment. The parties hereto
agree that this  Construction  Agency  Agreement shall control the rights of the
parties  hereto in and to any such  award,  compensation  or  insurance  payment
relating to any Casualty  affecting  any Property  during the Interim Lease Term
for such Property.

     (b) All  proceeds of  insurance  maintained  pursuant to Section  2.8(c) on
account of any damage to or  destruction  of any  Property  or any part  thereof
shall be paid over to the  Administrative  Agent or as it may  direct;  provided
that if no Lease  Event  of  Default,  Construction  Agency  Agreement  Event of
Default or Event of Loss shall have occurred and be continuing, such funds shall
be held by the Administrative  Agent in a segregated account and, so long as the
Construction Agent is diligently repairing the damage to the applicable Property
caused by the applicable Casualty, disbursed to the Construction Agent to effect
the repair of the applicable Property.

     Section 3.5.  Condemnation  Occurrences.  (a) The Construction Agent hereby
agrees that it shall,  within five (5) Business Days after the date on which the
Construction  Agent shall have notice thereof,  give notice to each Participant,
the Lessor Trust and the  Administrative  Agent of each action or  proceeding by
any  Governmental  Authority  with respect to any actual,  pending or threatened
Condemnation  affecting  any  Property  during the Interim  Lease Term  thereof.
During the Interim Lease Term with respect to each Property,  each  Participant,
the  Lessor  Trust  and the  Administrative  Agent  shall  be  entitled,  to the
exclusion of the Construction Agent, to negotiate,  prosecute,  adjust or appeal
any claim for any award,  compensation  or  insurance  payment on account of any
Condemnation affecting such Property. The Participants, the Lessor Trust and the
Administrative  Agent shall  consult with the  Construction  Agent in connection
with  the  foregoing,  but  the  Construction  Agent  shall  have  no  right  to
participate in any such  negotiation,  prosecution,  adjustment or appeal unless
the Participants,  the Lessor Trust and the Administrative Agent consent thereto
in their sole discretion.


                                       9
<PAGE>

     (b)  During the  Interim  Lease Term with  respect  to each  Property,  all
awards,  compensation  and  insurance  payments  on account of any  Condemnation
affecting such Property shall be paid directly to the  Administrative  Agent (as
assignee of the Agent Certificate  Holders) or, if received by the Lessee, shall
be held in trust for the  Participants  and shall  promptly  be paid over by the
Lessee to the Administrative Agent. All amounts held by the Administrative Agent
on account of any award,  compensation  or insurance  payment  described in this
Section 3.5 shall be distributed by the Administrative  Agent as follows: (i) if
such  Condemnation   constitutes  a  Significant   Condemnation  and  the  Agent
Certificate  Holders (at the direction of the Required  Participants) shall have
delivered a Partial  Termination  Notice  pursuant to Section 15.1 of the Master
Lease and such  Affected  Property is the subject of an Event of Loss  Purchase,
the  Administrative  Agent shall apply such amounts toward the Purchase Price of
the Affected  Property or pay over such  amounts to the Lessee,  in each case in
accordance with Section 15.2(a) of the Master Lease,  (ii) if such  Condemnation
constitutes a Significant Condemnation and the Agent Certificate Holders (at the
direction  of  the  Required   Participants)  shall  have  delivered  a  Partial
Termination  Notice  pursuant  to  Section  15.1 of the  Master  Lease  and such
Affected Property is the subject of an Event of Loss Return,  the Administrative
Agent shall  distribute  such amounts to the  Participants  in  accordance  with
Section  7.7(b) of the  Participation  Agreement and (iii) if such  Condemnation
does not  constitute a Significant  Condemnation  or if such  Condemnation  does
constitute a Significant  Condemnation but the Agent  Certificate  Holders shall
not have delivered a Partial  Termination Notice pursuant to Section 15.1 of the
Master Lease, then, in either case, the Administrative Agent (as assignee of the
Agent Certificate Holders) shall hold such funds in a segregated account and, so
long as the Construction Agent is diligently  restoring the applicable Property,
disburse  such funds from time to time to the  Construction  Agent to effect the
repair of the applicable  Property;  provided,  however,  that if a Condemnation
occurs  during the Interim  Lease Term with  respect to any Property and a Lease
Event of Default or Construction  Agency  Agreement  Default shall have occurred
and be continuing, such amounts shall be distributed as set forth in Article VII
of the Participation Agreement.


                                   ARTICLE IV
                                PAYMENT OF FUNDS

         Section 4.1. Funding of Land Acquisition Cost and Property Improvement
Costs. (a) In connection with the acquisition of each Property and during the
course of the construction of the Improvements on any Property, the Construction
Agent may request that the Lessor Trust advance funds (out of funds provided by
the Lessor Trust and the Lenders) for the payment of the Land Acquisition Cost
or Construction Costs, and the Lessor Trust will comply with such request to the
extent provided for under, and subject to the conditions, restrictions and
limitations contained in, the Participation Agreement. The Construction Agent
and the Lessor Trust acknowledge and agree that the Construction Agent's right
to request funds and the obligation of the Lessor Trust to advance funds for the
payment of the Land Acquisition Cost and Construction Costs is subject in all
respects to the terms and conditions of the Participation Agreement and each of
the other Operative Documents.


                                       10
<PAGE>

     (b) The  proceeds of any funds made  available  to the Lessor  Trust by the
Agent  Certificate  Holders and the Lenders to pay the Land  Acquisition Cost or
Construction  Costs  shall  be  made  available  to the  Construction  Agent  in
accordance  with the  Funding  Request  relating  thereto  and the  terms of the
Participation  Agreement.  The Construction Agent agrees that such proceeds will
be used solely to pay the Land  Acquisition  Cost or Construction  Costs, as the
case may be, set forth in the Funding Request relating to such funds.


                                    ARTICLE V
                 CONSTRUCTION AGENCY AGREEMENT EVENT OF DEFAULT

     Section  5.1.   Construction  Agency  Agreement  Events  of  Default.   The
occurrence of any one or more of the following events (whether such events shall
be voluntary or  involuntary or come about or be effected by operation of law or
pursuant to or in compliance  with any judgment,  decry or order of any court or
any order, rule or regulation of any  administrative or governmental body) shall
constitute a "Construction Agency Agreement Event of Default"):

                    (a) the Construction Agent fails to apply any funds advanced
               to it under  the  Operative  Documents  for the  payment  of Land
               Acquisition Costs,  Construction Costs or Transaction Expenses to
               the  payment of Land  Acquisition  Costs,  Construction  Costs or
               Transaction Expenses; or

                    (b) any Lease Event of Default  shall have  occurred  and be
               continuing beyond the applicable cure period, if any; or

                    (c)  (i)  the  Construction  Agent,  the  Guarantor  or  any
               Material Subsidiary shall commence any case,  proceeding or other
               action (A) under any existing or future law of any  jurisdiction,
               domestic  or  foreign,   relating  to   bankruptcy,   insolvency,
               reorganization or relief of debtors, seeking to have an order for
               relief  entered with respect to it, or seeking to  adjudicate  it
               bankrupt or insolvent,  or seeking  reorganization,  arrangement,
               adjustment, winding-up, liquidation,  dissolution, composition or
               other  relief  with   respect  to  its  debts,   or  (B)  seeking
               appointment  of a receiver,  trustee,  custodian,  conservator or
               other similar  official for it or for all or any substantial part
               of its assets,  or the  Construction  Agent, the Guarantor or any
               Material  Subsidiary  shall  make a  general  assignment  for the
               benefit  of its  creditors;  or (ii)  there  shall  be  commenced
               against the  Construction  Agent,  the  Guarantor or any Material
               Subsidiary,  any  case,  proceeding  or other  action of a nature
               referred to in clause (i) above which (A) results in the entry of
               an order for relief or any such  adjudication  or  appointment or
               (B) remains undismissed, undischarged or unbonded for a period of
               ninety (90) days;  or (iii) there shall be commenced  against the
               Construction  Agent, the Guarantor or any Material Subsidiary any
               case, proceeding or other action seeking issuance of a warrant of
               attachment,  execution,  restraint or similar process against all
               or any substantial  part of its assets which results in the entry
               of an order  for any  such  relief  which  shall  not  have  been
               vacated,  discharged,  or stayed or bonded  pending appeal within
               ninety (90) days from the entry thereof; or (iv) the Construction
               Agent,  the Guarantor or any Material  Subsidiary  shall take any


                                       11
<PAGE>

               action in furtherance  of, or indicating its consent to, approval
               of, or acquiescence in, any of the acts set forth in clauses (i),
               (ii) or (iii) above; or (v) the Construction Agent, the Guarantor
               or any  Material  Subsidiary  shall  generally  not,  or shall be
               unable to, or shall  admit in writing its  inability  to, pay its
               debts as they become due; or

                    (d) (i) the  Construction  Agent  shall  fail to  cause  the
               Completion  Date  for any  Property  to  occur on or prior to the
               Outside   Completion   Date  for  such  Property;   or  (ii)  the
               Construction  Agent shall cause or permit any  Improvements to be
               constructed  and  equipped in a manner  which (x) violates in any
               material respect any Requirement of Law or Insurance Requirements
               or (y)  deviates  in any  material  respect  from the  Plans  and
               Specifications;  or (iii) the insurance required to be maintained
               pursuant to Section 2.8 shall fail to be in full force and effect
               or shall fail to comply with the requirements of Section 2.8 and,
               with respect to insurance  which has not lapsed,  such failure is
               not cured with 15 days of notice  thereof  from  Lessor  Trust to
               Construction Agent; or

                    (e) the Construction  Agent shall fail to perform or observe
               any covenant or  agreement  (other than any covenant or agreement
               described in clause (a) or (d) above) to be performed or observed
               by it under this  Agreement and such failure shall continue for a
               period of thirty  (30) days after the  earlier of (i) the date on
               which the Construction Agent shall have knowledge of such failure
               and (ii) receipt by the  Construction  Agent of a written  notice
               from the Lessor  Trust or the  Administrative  Agent with respect
               thereto.

     Section  5.2.  Survival.  The  termination  of this  Agreement  pursuant to
Section  5.3 or 5.5  shall in no event  relieve  the  Construction  Agent of its
liabilities and obligations  hereunder which accrued prior to such  termination,
or which arise as a result of such  termination,  all of which shall survive any
such termination.

     Section 5.3.  Remedies;  Remedies  Cumulative.  (a) Upon the occurrence and
continuance of any  Construction  Agency  Agreement Event of Default of the type
described in Section 5.1(c), all Commitments shall  automatically  terminate and
the Lessee shall immediately become obligated to pay the then outstanding amount
of the Lease  Balance  together  with all  accrued  and  unpaid  Basic  Rent and
Supplemental Rent, without presentment,  demand, protest, notice of acceleration
or other notice of any kind, all of which are hereby expressly waived,  anything
in  this   Agreement   or  any  other   Operative   Document  to  the   contrary
notwithstanding.  After the occurrence and continuance of any other Construction
Agency Agreement Event of Default, the Lessor Trust or the Administrative Agent,
as  applicable  (at the direction of the Required  Participants)  may by written
notice to the Lessee or the  Construction  Agent,  immediately (x) terminate all
Commitments,  (y) terminate  this Agreement (and upon the giving of such notice,
this Agreement shall terminate and all rights of the Construction  Agent and all
obligations  of the Lessor Trust and the Agent  Certificate  Holders  under this
Agreement  (as  the  case  may  be)  shall  cease)  and/or  (z)  subject  to the
limitations  imposed  under  Section 5.4,  accelerate  the Lease Balance and all
other amounts due and owing by the Lessee and the  Construction  Agent under the
Operative Documents and, upon any such notice of acceleration, the Lessee shall,
subject  to the  limitations  imposed  under  Section  5.4,  immediately  become
obligated to pay the then outstanding  amount of the Lease Balance together with
all accrued and unpaid Basic Rent and Supplemental Rent.



                                       12
<PAGE>

     (b) (i) If (x) a Construction  Agency Agreement Event of Default shall have
occurred and be continuing  under Section 5.1(a) or 5.1(c) or (y) as a result of
the  Construction  Agent's  fraudulent  or illegal acts or fraudulent or illegal
omissions or willful  misconduct,  any other Construction Agency Agreement Event
of Default  shall have occurred and be  continuing,  the Lessor Trust shall have
all rights and remedies available under the Operative Documents (including under
Section 16.2 of the Master Lease) or available at law, equity or otherwise.

               (ii) If a Construction  Agency  Agreement  Event of Default shall
          have  occurred  and be  continuing  under  Section  5.1(b),  5.1(d) or
          5.1(e),  other than as a result of Construction  Agent's fraudulent or
          illegal acts or fraudulent or illegal omissions or willful misconduct,
          the Lessor Trust and  Administrative  Agent shall, at the direction of
          the  Required  Participants,  have the right to require  the Lessee to
          relinquish  all of its right,  title and interest in, to and under the
          applicable Property to the Agent Certificate Holders and to pay to the
          Administrative  Agent (as assignee of the Agent  Certificate  Holders)
          the  Construction  Recourse  Amount  for such  Property  plus the Land
          Shortfall  Amount for such Property (any such event,  a  "Construction
          Return").  Under such  circumstances,  the Lessee shall, in accordance
          with the  procedures  set forth in Section  16.6 of the Master  Lease,
          convey to the Agent  Certificate  Holders all of the  Lessee's  right,
          title and  interest  in, to and under  the  applicable  Property,  and
          deliver  to the  Lessor  Trust  and  each  Agent  Certificate  Holders
          appropriate statements of termination.

     (c) No failure to exercise and no delay in  exercising,  on the part of the
Administrative  Agent or any Participant,  any right, remedy, power or privilege
under this Agreement or under the other  Operative  Documents shall operate as a
waiver thereof,  nor shall any single or partial exercise of any right,  remedy,
power or privilege under this Agreement  preclude any other or further  exercise
thereof or the  exercise of any other right,  remedy,  power or  privilege.  The
rights,  remedies,  powers and privileges  provided in this Agreement and in the
other  Operative  Documents  are  cumulative  and not  exclusive  of any rights,
remedies, powers and privileges provided by law.

     (d) The  Construction  Agent  shall pay upon demand all  reasonable  costs,
expenses,  losses,  expenditures  and damages  (including,  without  limitation,
attorneys'  fees)  incurred by or on behalf of any  Participant  or any Agent in
connection with any Construction  Agency Agreement Event of Default;  subject to
the limitations of Section 5.4 hereof.

     Section  5.4.  Limitation  on  Construction   Agent's  Recourse  Liability.
Notwithstanding  anything contained herein or in any other Operative Document to
the contrary,  upon the occurrence and during the  continuance of a Construction
Agency  Agreement Event of Default,  including any Lease Event of Default,  with
respect to any Property  described in Section  5.1(b),  5.1(d) or 5.1(e)  (other
than as a result of the  Construction  Agent's  fraudulent  or  illegal  acts or
fraudulent or illegal  omissions or willful  misconduct),  the aggregate maximum
recourse liability of the Construction Agent to the Agent Certificate Holders or
any Person claiming by, through or under the Agent Certificate Holders under the
Operative  Documents,   including  specifically  but  without  limitation,   the
Participants,  with  respect to any damages  which  relate to or arise from such
Construction  Agency  Agreement  Event  of  Default  shall  be  limited  to  the
Construction  Recourse Amount plus the Land Shortfall  Amount for the applicable


                                       13
<PAGE>

Property;  provided,  however,  that the foregoing  shall not limit or otherwise
affect the Construction  Agent's obligations under Sections 13.1 and 13.3 of the
Participation  Agreement or the  Construction  Agent's  obligation to return the
applicable Property or Properties in accordance with the procedures set forth in
Section 16.6 of the Master Lease (and the foregoing shall not limit or otherwise
affect any payments or amounts payable by the Construction Agent with respect to
any damages incurred by the Administrative  Agent or any Participant as a result
of any failure by the Construction Agent to so return the applicable Property or
Properties);  and provided,  further,  that the  Construction  Agent shall fully
indemnify  the  Lessor  Trust for all Liens  (other  than  Lessor  Liens,  those
Permitted  Property Liens in clauses (i), (vii),  (ix) and (x) of the definition
thereof,  and the Liens of the Lessor  Mortgage) on such Property on the date of
such  relinquishment  to the extent such Liens were  caused by the  Construction
Agent and arose from events  unrelated to the  Construction  of such Property in
accordance with this  Construction  Agency  Agreement.  The  Construction  Agent
nonetheless  acknowledges  and agrees that the Agent  Certificate  Holders  (and
Persons  claiming by, through or under the Agent  Certificate  Holders) shall be
entitled  to  recover  from  the  applicable  Property  (including  through  any
reletting  and/or  sale of such  Property  or any  portion  thereof)  the entire
outstanding  Property Cost of such  Property,  all accrued and unpaid  interest,
Yield and other amounts then due and owing to the Agent Certificate Holders, any
other  Participant,  the  Administrative  Agent or any  other  Person  under the
Operative  Documents  and all other costs and expenses of the Agent  Certificate
Holders,  the  other  Participants  and the  Administrative  Agent  incurred  in
connection with such Property (including without limitation,  any costs incurred
in connection with the construction of the Improvements  and/or any reletting or
sale of such  Property or any portion  thereof)  from and after the date of such
return.

     Section 5.5.  Construction  Agent's Right to Purchase.  In the event that a
Construction Agency Agreement Event of Default (other than a Construction Agency
Agreement  Event of Default under  Section  5.1(c)) with respect to any Property
shall have occurred and be continuing,  the Construction  Agent may purchase the
applicable Property for a price equal to the Property Cost of such Property then
outstanding  on the date of such purchase plus all accrued and unpaid Basic Rent
plus  any   Supplemental   Rent  due  and  owing  under  Section  13.10  of  the
Participation  Agreement or any other Section of the Participation  Agreement by
exercising  its Purchase  Option in  accordance  with Section 18.1 of the Master
Lease;  provided that the Construction  Agent shall have given written notice of
its  intention to do so within five (5) days after the  occurrence of such Event
of Default and provided, further, that the Construction Agent shall purchase the
applicable  Property  and pay all amounts  due in  connection  therewith  within
fifteen (15) days after the  occurrence of such  Construction  Agency  Agreement
Event  of  Default.  The  Construction  Agent's  purchase  of  any  Property  in
accordance  with this  Section 5.5 and in  accordance  with  Section 18.1 of the
Master  Lease  shall  be  deemed  to cure  the  applicable  Construction  Agency
Agreement Event of Default to the extent relating to such Property.



                                       14
<PAGE>

                                   ARTICLE VI
              NO CONSTRUCTION AGENCY FEE; RETURN OF EXCESS AMOUNTS

     Section  6.1. No  Construction  Agency  Fee.  All  obligations,  duties and
requirements  imposed  upon or  allocated  to the  Construction  Agent  shall be
performed  by the  Construction  Agent  without  payment  of any  fee,  and  the
Construction Agent shall not be entitled to, and neither any Participant nor the
Administrative  Agent  shall  have  any  obligation  to  make  or pay  any  fee,
compensation or reimbursement  therefor, it being understood that this Agreement
is  being  entered  into  as  consideration  for  and  as an  inducement  to the
Participants  and the  Administrative  Agent  entering  into  the  Participation
Agreement,  the other  Operative  Documents  and the  transactions  contemplated
thereby.

     Section  6.2.  Return  of Excess  Amounts.  (a) If,  in  connection  with a
Construction  Return,  the Lessee and  Construction  Agent pays the Construction
Recourse Amount and, if applicable,  the Land Shortfall  Amount for any Property
and  relinquishes  all of its  interest  in  such  Property,  in  each  case  in
accordance  with  the  provisions  hereof,  and,  at any  time  thereafter,  the
Administrative  Agent  shall  have  received  as of any  date  of  determination
(whether through the Lessee's payment of such  Construction  Recourse Amount and
Land Shortfall  Amount or through the sale of such Property to a third party) an
amount  exceeding  the sum of the  following:  (i) the Property  Balance of such
Property on the date of such  determination,  (ii) all  accrued  interest on the
Loans made with  respect to such  Property  and all  accrued  Yield on the Agent
Certificate Holders Amounts made with respect to each Property,  in each case to
the extent accrued and unpaid on or prior to such date of  determination,  (iii)
if such date of  determination  occurs  after the  Expiration  Date,  an Imputed
Return on each  Participant's  outstanding  Loans or Agent  Certificate  Holders
Amounts  made  with  respect  to such  Property,  during  the  period  from  the
Expiration  Date to such date of  determination,  (iv) all  costs  and  expenses
(including,  without  limitation,  legal  costs  and  attorneys'  fees)  of  the
Participants  and the  Administrative  Agent  incurred in  connection  with such
Property  (including,  without  limitation,  all costs and expenses  incurred in
connection  with the payment of any  Construction  Costs,  Completion  Costs and
Construction  Termination  Costs relating to such Property,  the construction of
any  Improvements on such Property and any reletting or sale of such Property or
any portion thereof) and (v) all other amounts owing to the Participants and the
Administrative  Agent under the Operative  Documents,  to the extent relating to
such Property or allocable to such Property, then the Administrative Agent shall
pay such excess over to the Construction Agent.

     (b) If any Uncompleted  Property is sold by the  Administrative  Agent to a
third party and, on or prior to such sale,  the  Construction  Agent  engages an
appraiser,  at the Construction  Agent's sole cost and expense,  to appraise the
Appraised  Value  of such  Property,  then,  to the  extent  (if  any)  that the
Appraised Value of the Land portion of such Property exceeds the sum of the Land
Acquisition  Cost therefor and the Imputed Return on such Land  Acquisition Cost
during the period from the  occurrence  of the  applicable  Construction  Agency
Agreement  Event of Default to the date of such sale, the  Administrative  Agent
shall  remit  such  excess  to  the   Construction   Agent  promptly  after  the
Administrative Agent's receipt of proceeds of such sale.


                                       15
<PAGE>


                                   ARTICLE VII
           LESSOR TRUST'S RIGHT TO CURE CONSTRUCTION AGENT'S DEFAULTS

         Each Agent Certificate Holder (acting through the Lessor Trust),
without waiving or releasing any obligation or Construction Agency Agreement
Event of Default, may (but shall be under no obligation to), remedy any
Construction Agency Agreement Event of Default for the account of and at the
sole cost and expense of the Construction Agent (subject to Section 5.4). All
reasonable out of pocket costs and expenses so incurred (including reasonable
fees and expenses of counsel), together with interest thereon at the Overdue
Rate from the date on which such sums or expenses are paid by the Lessor Trust
or applicable Agent Certificate Holder, shall be paid by the Construction Agent
(subject to Section 5.4 hereof) to such Person on demand.


                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section  8.1.  Notices.  All  notices,  consents,  directions,   approvals,
instructions,  requests,  demands and other communications required or permitted
by the terms  hereof to be given to any Person  shall be given in writing in the
manner provided in, shall be sent to the respective  addresses set forth in, and
the  effectiveness  thereof shall be governed by the provisions of, Section 15.3
of the Participation Agreement.

         Section 8.2. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of each of the Agent Certificate Holder, Lessor
Trust, the Construction Agent and their respective successors and permitted
assigns. The Construction Agent may not assign this Construction Agency
Agreement except in accordance with the terms of Section 6.1 of the Master
Lease.

     Section 8.3.  Governing Law. THIS AGREEMENT AND THE RIGHTS AND  OBLIGATIONS
OF THE PARTIES  UNDER THIS  AGREEMENT  SHALL BE GOVERNED BY, AND  CONSTRUED  AND
INTERPRETED  IN ACCORDANCE  WITH,  THE LAWS OF THE STATE OF  CALIFORNIA  WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     Section 8.4.  Amendments  and Waivers.  This  Agreement may not be amended,
supplemented  or modified  except in accordance  with the  provisions of Section
15.5 of the Participation Agreement.

     Section 8.5. Counterparts.  This Agreement may be executed on any number of
separate  counterparts  and all of said  counterparts  taken  together  shall be
deemed to constitute one and the same instrument.

     Section  8.6.  Severability.  Any  provision  of this  Agreement  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.




                                       16
<PAGE>

     Section  8.7.  Headings  and Table of  Contents.  The headings and table of
contents  contained in this Agreement are for  convenience of reference only and
shall not limit or otherwise affect the meaning hereof.

     Section 8.8.  Knowledge of Lessor Trust. For all purposes of this Agreement
and the other Operative Documents,  neither the Agent Certificate Holder nor the
Lessor  Trust  shall be  deemed to have  knowledge  of any  Construction  Agency
Agreement  Event of Default  unless the  Lessor  Trust or the Agent  Certificate
Holder  receives  written notice thereof given by the  Construction  Agent,  the
Administrative Agent or any Participant.

     Section 8.9. Limitations on Recourse.  The parties hereto agree that except
as  specifically  set  forth  in the  Master  Lease  or in any  other  Operative
Document,  neither the Lessor Trust nor the Agent Certificate Holders shall have
any personal liability whatsoever to the Lessee or its respective successors and
assigns for any claim  based on or in respect of the Master  Lease or any of the
other  Operative   Documents  or  arising  in  any  way  from  the  transactions
contemplated  hereby or thereby and the recourse shall be solely had against the
Lessor Trust's or the Agent  Certificate  Holders in the  Properties;  provided,
however,  that the Lessor Trust and each of the Agent Certificate  Holders shall
be liable in its individual capacity:

               (a)  for its own  willful  misconduct  or  gross  negligence  (or
          negligence in the handling of funds,  including,  without  limitation,
          failure  to make  Advances  to the  Lessee  or  Construction  Agent as
          contemplated by the Operative Documents),

               (b)  for  breach  of any of its  representations,  warranties  or
          covenants   under  the   Operative   Documents,   including,   without
          limitation,  any  failure  to  convey  the  Properties  to the  Lessee
          pursuant to the Operative Documents, or

               (c) for any Tax based on or measured by any fees,  commission  or
          compensation  received  by it  for  acting  as the  Agent  Certificate
          Holders as contemplated by the Operative  Documents.  It is understood
          and agreed that, except as provided in the preceding sentence:

                    (i)  neither  the  Lessor  Trust nor the  Agent  Certificate
               Holders  shall  have  any  personal  liability  under  any of the
               Operative  Documents  as a  result  of  acting  pursuant  to  and
               consistent with any of the Operative Documents;

                    (ii) all  obligations  of the  Lessor  Trust and each  Agent
               Certificate   Holder  to  the  Lessee   are  solely   nonrecourse
               obligations  except to the extent  that the Lessor  Trust or such
               Agent Certificate Holder has received payment from others; and

                    (iii) all such  personal  liability  of the Lessor Trust and
               each such  Agent  Certificate  Holder  is  expressly  waived  and




                                       17
<PAGE>

               released  as a  condition  of,  and  as  consideration  for,  the
               execution and delivery of the  Operative  Documents by the Lessor
               Trust and each such Agent Certificate Holder.





                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]










                                       18
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                        LODI 2000 DISTRIBUTION TRUST, as Lessor
                                         Trust

                                        By: FIRST SECURITY BANK, NATIONAL
                                            ASSOCIATION, not in its individual
                                            capacity but solely as Owner Trustee

                                        By:
                                           Name:
                                           Title:



                                        R.M.E., INC., as Construction Agent



                                        By
                                          Name:
                                          Its:



                                       19
<PAGE>



                                    EXHIBIT A
                        TO CONSTRUCTION AGENCY AGREEMENT

                Supplement No. 1 to Construction Agency Agreement

                        (San Joaquin County, California)

     THIS  SUPPLEMENT  NO.  ____  (this  "Supplement")  to  Construction  Agency
Agreement,  dated as of July 14, 2000,  between LODI 2000 DISTRIBUTION  TRUST, a
grantor trust,  as the Lessor Trust (the "Lessor  Trust"),  and R.M.E.,  INC., a
California corporation (in its capacity as construction agent, the "Construction
Agent").  Capitalized  terms used but not otherwise  defined in this  Supplement
have the  respective  meanings  specified  in  Appendix  A to the  Participation
Agreement,  dated as of July 14,  2000,  among  R.M.E.,  Inc.,  as  Lessee,  the
Construction  Agent,  the Guarantor,  the Owner Trustee,  the Lessor Trust,  the
Certificate  Holders,  the  Agent  Certificate  Holder,  the  various  financial
institutions  as are  or  may  from  time  to  time  become  Lenders  thereunder
(collectively,  the "Lenders"), Harris Trust and Savings Bank, as Administrative
Agent (the "Administrative  Agent") and as Arranger (as the same may be amended,
supplemented,  amended and restated or otherwise modified from time to time, the
"Participation  Agreement");  and the  rules  of  interpretation  set  forth  in
Appendix A to the Participation Agreement shall apply to this Supplement.


                                   WITNESSETH:

     WHEREAS,  the Lessor Trust and the  Construction  Agent are parties to that
certain  Construction  Agency Agreement,  dated as of July 14, 2000 (as amended,
supplemented,  amended and restated or otherwise modified from time to time, the
"Construction  Agency  Agreement"),  pursuant to which (i) the Lessor  Trust has
appointed the  Construction  Agent as its sole and exclusive agent in connection
with the  identification  and  acquisition  of the Land and leasehold  interests
therein  and  Construction  of  Improvements  in  accordance  with the Plans and
Specifications,  and (ii) the Construction  Agent has agreed, for the benefit of
the Lessor Trust,  to cause the  construction of Improvements to be completed in
accordance with the Plans and Specifications; and

     WHEREAS,  subject to the terms and  conditions of the  Construction  Agency
Agreement,  the Lessor Trust and the Construction Agent desire that the terms of
the Construction Agency Agreement apply to the Property (the "Subject Property")
located on the parcel of Land  described  in Schedule I and wish to execute this
Supplement to provide therefor;

     NOW, THEREFORE,  in consideration of the foregoing,  and for other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto covenant and agree as follows:

          1. The Construction  Agent agrees to act as Construction  Agent and to
     perform  its  obligations  under  the  Construction   Agency  Agreement  in


                                       A-1
<PAGE>

     connection with the completion of  construction of the  Improvements on the
     Land   described   in  Schedule  I  in   accordance   with  the  Plans  and
     Specifications listed in Schedule II.

          2. Each of the Lessor Trust and the  Construction  Agent  acknowledges
     and agrees that the  construction  of  Improvements  and development of the
     Subject Property shall be governed by the terms of the Construction  Agency
     Agreement.

          3. The Estimated Improvement Costs relating to the Subject Property is
     $___________. The Land Acquisition Cost of the Land described on Schedule I
     is $____________________.

          4. This Supplement shall, upon its execution and delivery,  constitute
     a part of the Construction Agency Agreement.

     THIS  SUPPLEMENT  AND THE RIGHTS AND  OBLIGATIONS OF THE PARTIES UNDER THIS
SUPPLEMENT  SHALL BE GOVERNED by, AND  CONSTRUED AND  INTERPRETED  IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF CALIFORNIA.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








                                      A-2
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                        LODI 2000 DISTRIBUTION TRUST, as Lessor
                                         Trust

                                        By: FIRST SECURITY BANK, NATIONAL
                                            ASSOCIATION, not in its individual
                                            capacity but solely as Owner Trustee


                                        By
                                          Name:
                                          Title:



                                        R.M.E., INC., as Construction Agent


                                        By
                                          Name:
                                          Title:

                                      A-3
<PAGE>





                                   SCHEDULE I

                   TO CONSTRUCTION AGENCY AGREEMENT SUPPLEMENT


                            LEGAL DESCRIPTION OF LAND








                                      I-1
<PAGE>




                                   SCHEDULE II

                   TO CONSTRUCTION AGENCY AGREEMENT SUPPLEMENT


                            PLANS AND SPECIFICATIONS






<PAGE>


                        CONSTRUCTION DOCUMENTS ASSIGNMENT

     FOR VALUE  RECEIVED,  and to secure  the  performance  by R.M.E.,  INC.,  a
California  corporation,  of all of its  obligations  under that certain  Master
Lease and Deed of Trust,  dated as of July 14, 2000 (as the same may be amended,
supplemented,  amended and restated or otherwise modified from time to time, the
"Master Lease"), R.M.E., INC., a California corporation (hereinafter referred to
as either the "Construction Agent" or "Assignor"),  does hereby quitclaim, sell,
assign,  transfer  and set over unto the  Lessor  Trust all of the  Construction
Agent's  right,  title  and  interest  in  and to the  following  to the  extent
assignable   and   transferable   (referred  to   collectively   herein  as  the
"Construction Documents"):

               (i) all construction  contracts or management agreements relating
          to the  Construction  with  respect  to any  Property,  as  each  such
          agreement may hereafter be amended, supplemented, amended and restated
          or  otherwise   modified   from  time  to  time   (collectively,   the
          "Construction Contracts");

               (ii) all  architectural  services  agreements  pertaining  to the
          Construction,  as each such  agreement may hereafter be  supplemented,
          modified or amended from time to time (collectively,  the "Architect's
          Agreements");

               (iii) all plans,  specifications  and  drawings  of any and every
          kind  heretofore or hereafter  prepared for use in connection with the
          Construction of the Property (including, without limitation, the Plans
          and Specifications),  and any supplements, amendments or modifications
          thereto (collectively, the "Plans"); and

               (iv) all building and other  permits,  licenses and  governmental
          approvals  which  are  necessary  or useful  to the  commencement  and
          completion   of  the   Construction,   or  otherwise   relate  to  the
          Construction, heretofore or hereafter obtained or applied for by or on
          behalf of the Assignor or any  architects,  engineers  or  contractors
          working on any aspect of the  Construction,  and any deposits  made in
          connection therewith (collectively, the "Permits");

provided, however, that the Construction Agent does not assign or transfer to
the Lessor Trust any Construction Documents whose terms explicitly prohibit any
such transfer or assignment (and the intention for such prohibition was not to
avoid the assignment and transfer provisions of this Construction Documents
Assignment); provided, further, that the Lessor Trust shall not have any
obligation or liability of any kind under or with respect to the Construction
Documents, either before or after the Lessor Trust's exercise of any rights
hereby granted to it.

         This Construction Documents Assignment shall inure to the benefit of
the Lessor Trust and each of its successors and permitted assigns, and shall be
binding upon the Assignor and its successors and assigns, and shall continue in
full force and effect until all obligations, liabilities and indebtedness of any
kind now or hereafter due the Lessor Trust from the Assignor under or with
respect to any of the Operative Documents, or which are otherwise secured
hereby, whether now existing or hereafter arising or incurred, have been fully
paid, performed and satisfied, and all Commitments have terminated, at which
time this Construction Documents Assignment will terminate. The Lessor Trust
will not exercise any of its rights hereunder until there shall have occurred
and be continuing a Lease Event of Default.



                                      1-2
<PAGE>

     For  purposes  of  completing  the  Construction  after any Lease  Event of
Default shall have occurred and be continuing,  the Lessor Trust may, subject to
the terms of the  Operative  Documents  and subject to any  restrictions  in the
Construction  Documents,  further  assign its right,  title and  interest in the
Construction  Documents without the consent of the Assignor or any contractor or
architect.

     This Construction Documents Assignment is a present, perfected and absolute
assignment; provided, however, that the Lessor Trust shall not have the right to
undertake  completion of the  Construction or directly to enforce the provisions
of any Construction Contract or any Architect's Agreement until a Lease Event of
Default  shall have occurred and be  continuing;  and  provided,  further,  that
unless and until a Lease Event of Default shall have occurred and be continuing,
the Construction  Agent shall have the right to retain  exclusive  possession of
the Construction Documents but shall provide the Lessor Trust a photocopy of any
thereof promptly upon request. During the continuance of any such Lease Event of
Default,  the Lessor  Trust may,  without  affecting  any other  right or remedy
available  to  it,  exercise  its  rights  under  this  Construction   Documents
Assignment as provided  herein in any manner  permitted by law. If any notice to
the  Assignor  is  required by law,  such  notice  shall be deemed  commercially
reasonable  if given at least  twenty  (20) days  prior to the date of  intended
action.

     This Construction Documents Assignment may be effectively waived, modified,
amended  or  terminated  only by a written  instrument  executed  by each of the
Lessor Trust and the  Assignor.  Any such waiver  shall be  effective  only with
respect to the specific instance described  therein.  Delay or course of conduct
shall not constitute a waiver of any right or remedy of the Lessor Trust.

     The parties hereto  acknowledge and agree that this Construction  Documents
Assignment is made with the consent of the Administrative Agent on behalf of the
Lenders and in recognition of the fact that the Lessor Trust has prior hereto or
simultaneously  herewith assigned  substantially  all of its respective  rights,
title  and  interest  in and to the  Master  Lease and the  Construction  Agency
Agreement (including this Construction Documents Assignment) in consideration of
the Lenders' making of the Loans.

     Capitalized  terms  used but not  otherwise  defined  in this  Construction
Documents Assignment have the respective meanings specified in Appendix A to the
Participation  Agreement  dated as of the date  hereof  among the Lessee and the
Construction Agent, the Guarantor,  the Lessor Trust, the Lessors,  the Lenders,
the  Administrative  Agent and the Arranger (as such  Appendix A may be amended,
supplemented,  amended and  restated or  otherwise  modified  from time to time,
"Appendix  A");  and the rules of  interpretation  set forth in such  Appendix A
shall apply to this Construction Documents Assignment.

     THIS CONSTRUCTION  DOCUMENTS ASSIGNMENT HAS BEEN DELIVERED IN, AND SHALL IN
ALL RESPECTS BE GOVERNED BY AND  CONSTRUED IN ACCORDANCE  WITH,  THE LAWS OF THE
STATE OF CALIFORNIA  (EXCLUDING ANY CONFLICT OF LAW OR CHOICE OF LAW RULES WHICH
MIGHT LEAD TO THE APPLICATION OF THE INTERNAL LAWS OF ANY OTHER JURISDICTION) AS
TO ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE).



                                      1-3
<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Construction Documents Assignment as of this 14th day of July, 2000, pursuant to
proper authority duly granted.

                                        R.M.E., INC., as Construction Agent



                                        By
                                                 Name:
                                                 Its:




                                      1-4
<PAGE>




================================================================================



                                    GUARANTY


                            dated as of July 14, 2000


                                     made by

                         THE ROBERT MONDAVI CORPORATION


                                   in favor of


                          LODI 2000 DISTRIBUTION TRUST
                                 as Lessor Trust


                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                         in its individual capacity and
                                as Owner Trustee


                          HARRIS TRUST AND SAVINGS BANK
                           as Agent Certificate Holder


              HARRIS TRUST AND SAVINGS BANK, BANK OF AMERICA, N.A.
                                  and the other
                VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED HEREIN,
                             as Certificate Holders


                          HARRIS TRUST AND SAVINGS BANK
                             as Administrative Agent

              HARRIS TRUST AND SAVINGS BANK, BANK OF AMERICA, N.A.
                                  and the other
                VARIOUS FINANCIAL INSTITUTIONS IDENTIFIED HEREIN,
                                   as Lenders

================================================================================


                                      1-5
<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                                                                                               PAGE
<S>                                                                                                              <C>
Parties...........................................................................................................1

Recitals..........................................................................................................1

ARTICLE I                  DEFINITIONS............................................................................2

       Section 1.1.        Definitions............................................................................2
       Section 1.2.        U.C.C. Definitions.....................................................................2

ARTICLE II                 GUARANTY PROVISIONS....................................................................2

       Section 2.1.        Guaranties.............................................................................2
       Section 2.2.        Guaranty Absolute......................................................................3
       Section 2.3.        Reinstatement..........................................................................4
       Section 2.4.        Waiver.................................................................................4
       Section 2.5.        Guarantor Benefits.....................................................................5
       Section 2.6.        Consent to Jurisdiction; Waiver of Immunities..........................................6
       Section 2.7.        Bankruptcy.............................................................................6
       Section 2.8.        Payments...............................................................................6

ARTICLE III                REPRESENTATIONS AND WARRANTIES.........................................................6

       Section 3.1.        Representations and Warranties.........................................................6

ARTICLE IV                 COVENANTS..............................................................................7

       Section 4.1.        Covenants..............................................................................7

ARTICLE V                  MISCELLANEOUS PROVISIONS...............................................................7

       Section 5.1.        Operative Document.....................................................................7
       Section 5.2.        Binding on Successors, Transferees and Assigns; Assignment of Guaranty.................7
       Section 5.3.        Amendments.............................................................................7
       Section 5.4.        Addresses for Notices to the Guarantor.................................................7
       Section 5.5.        No Waiver; Remedies....................................................................8
       Section 5.6.        Section Captions.......................................................................8
       Section 5.7.        Setoff.................................................................................8
       Section 5.8.        Severability...........................................................................8
       Section 5.9.        Termination of Guaranty................................................................8
       Section 5.10.       Governing Law..........................................................................8
       Section 5.11.       Waiver of Jury Trial...................................................................8

</TABLE>


<PAGE>


                                    GUARANTY


     THIS  GUARANTY  (this  "Guaranty"),  dated  as of July 14,  2000,  is made,
jointly  and  severally,  by  THE  ROBERT  MONDAVI  CORPORATION,   a  California
corporation (the  "Guarantor"),  in favor of LODI 2000  DISTRIBUTION  TRUST (the
"Lessor  Trust"),  FIRST  SECURITY  BANK,  NATIONAL  ASSOCIATION,   not  in  its
individual  capacity,  except as expressly  provided herein, but solely as Owner
Trustee (the "Owner  Trustee"),  HARRIS TRUST AND SAVINGS BANK,  BANK OF AMERICA
N.A. and each of the other  various  financial  institutions  as are or may from
time to time  become  Lenders  under the Loan  Agreement  pursuant  to the terms
thereof and of the Participation  Agreement (as hereinafter  defined)  (together
with their respective  successors and assigns, the "Lenders"),  HARRIS TRUST AND
SAVINGS  BANK,  BANK OF AMERICA N.A.,  and each of the other  various  financial
institutions  as are or may from time to time become  Certificate  Holders under
the  Participation  Agreement  pursuant  to the terms  thereof,  as  Certificate
Holders  (the  "Certificate  Holders"),   HARRIS  TRUST  AND  SAVINGS  BANK,  as
Administrative Agent (the  "Administrative  Agent") and HARRIS TRUST AND SAVINGS
BANK, as Agent Certificate Holder (the "Agent Certificate  Holder") (each of the
Lessor Trust, FIRST SECURITY BANK, NATIONAL ASSOCIATION,  the Owner Trustee, the
Lenders,  the  Certificate  Holders,  the  Administrative  Agent  and the  Agent
Certificate Holder, together with their respective successors and assigns, being
referred to herein collectively as the "Guaranteed Parties").


                                   WITNESSETH:

     WHEREAS,  as a condition to the occurrence of the Documentation  Date under
the  Participation  Agreement  dated as of the date  hereof  (together  with all
amendments, supplements, amendments and restatements and other modifications, if
any, from time to time thereafter made thereto, the "Participation  Agreement"),
among the Lessee and Construction  Agent, the Guarantor,  Lodi 2000 Distribution
Trust, as Lessor Trust, FIRST SECURITY BANK,  NATIONAL  ASSOCIATION,  not in its
individual  capacity,  except as expressly provided therein, but solely as Owner
Trustee under Lodi 2000 Distribution  Trust, the Agent Certificate  Holder,  the
Certificate Holders, the Lenders, the Administrative Agent and the Arranger, the
Guarantor  is  required to execute  and  deliver  this  Guaranty in favor of the
Guaranteed Parties; and

     WHEREAS,  the Guarantor has duly  authorized  the  execution,  delivery and
performance of this Guaranty; and

     WHEREAS,  it is in the best  interests  of the  Guarantor  to execute  this
Guaranty  inasmuch as the Guarantor  will derive  substantial  benefits from the
transactions contemplated by the Participation Agreement and the other Operative
Documents;

     NOW, THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, and in order to induce the Guaranteed Parties to enter into
the Participation  Agreement and the other Operative  Documents,  the Guarantor,
jointly and severally,  agrees,  for the benefit of the Guaranteed  Parties,  as
follows:


<PAGE>


                                    ARTICLE I
                                   DEFINITIONS

     Section 1.1. Definitions.  Capitalized terms used but not otherwise defined
in this Guaranty  have the  respective  meanings  specified in Appendix A to the
Participation  Agreement  (as  such  Appendix  A may be  amended,  supplemented,
amended and restated or otherwise modified from time to time, "Appendix A"); and
the rules of interpretation set forth therein shall apply to this Guaranty.

     Section 1.2. U.C.C.  Definitions.  Unless  otherwise  defined herein or the
context otherwise requires, terms for which meanings are provided in the Uniform
Commercial  Code as in  effect  in the  State  of  California  are  used in this
Guaranty, including its preamble and recitals, with such meanings.


                                   ARTICLE II
                               GUARANTY PROVISIONS

     Section 2.1. Guaranties. (a) The Guarantor, as a primary obligor and not as
a surety, hereby absolutely,  unconditionally and irrevocably guarantees to each
of  the  Guaranteed  Parties  the  following  obligations   (collectively,   the
"Guaranteed Obligations"): (i) the due, punctual and full payment by the Lessee,
whether at stated maturity, by required prepayment,  declaration,  acceleration,
demand or  otherwise,  of all  Obligations  and amounts to be paid by the Lessee
pursuant to any  Operative  Document to which the Lessee is or is to be a party,
whether for  Certificate  Holder  Amounts,  principal,  Yield,  interest,  fees,
expenses or otherwise  (including  all such  amounts  which would become due and
payable by the Lessee but for the operation of the automatic  stay under Section
362(a) of the Bankruptcy  Code, and the operation of Sections  502(b) and 506(b)
of the Bankruptcy Code, or similar  provisions of the Bankruptcy Code); and (ii)
the due,  prompt and faithful  performance  of, and  compliance  with, all other
obligations,  covenants,  terms,  conditions  and  undertakings  of  the  Lessee
contained in each Operative  Document to which the Lessee is or is to be a party
in accordance with the terms thereof.  Notwithstanding the foregoing or anything
else to the contrary  contained herein, (y) the Guarantor shall not be obligated
to pay under this  Guaranty  any  amounts  due from the Lessee  under the Master
Lease other than such  amounts as the Lessee will be  obligated to pay under the
Master  Lease  assuming the Master Lease were  enforced in  accordance  with its
terms  (and  without  giving  effect  to any  discharge  or  limitation  thereon
resulting or arising by reason of the  bankruptcy  or  insolvency of the Lessee)
and the  limitations  of Section  16.5 of the Master  Lease  shall  apply to the
Guarantor and (2) during the Interim Lease Term of any Uncompleted  Property the
obligations of the Guarantor hereunder with respect to such Property shall be in
favor of the Lessor Trust solely and shall  include only those  amounts  payable
pursuant to the Construction Agency Agreement.

     (b) The Guarantor  further agrees that it shall indemnify and hold harmless
each Guaranteed Party for any and all costs and expenses  (including  reasonable
attorney's fees and expenses) incurred by such Guaranteed Party in enforcing any
rights under this Guaranty.


                                       2
<PAGE>

     (c) This  Guaranty  constitutes  a guaranty of payment  when due and not of
collection, and the Guarantor specifically agrees that it shall not be necessary
or required that any Guaranteed  Party  exercise any right,  assert any claim or
demand or enforce any remedy  whatsoever  against any Lessee or any other Person
before or as a condition to the  enforcement of the obligations of the Guarantor
hereunder.

     Section 2.2.  Guaranty  Absolute.  This Guaranty shall in all respects be a
continuing,  absolute,  unconditional and irrevocable  guaranty of payment,  and
shall remain in full force and effect until all Guaranteed Obligations have been
paid in full and all obligations of the Guarantor hereunder,  if any, shall have
been paid in full. The Guarantor guarantees that the Guaranteed Obligations will
be paid strictly in accordance  with the terms of each Operative  Document under
which they arise,  in each case  regardless of (but to the extent  permitted by)
any law,  regulation  or order now or  hereafter  in effect in any  jurisdiction
affecting any of such terms or the rights of any Guaranteed Party. The liability
of the  Guarantor  under this  Guaranty  shall be  absolute,  unconditional  and
irrevocable irrespective of:

               (a) any  lack of  validity,  legality  or  enforceability  of any
          Operative Document;

               (b) the failure of any Guaranteed Party:

                    (i) to assert any claim or demand or to enforce any right or
               remedy against the Lessee,  the Agent  Certificate  Holder or any
               Certificate  Holder or any other Person under the  provisions  of
               any Operative Document or otherwise, or

                    (ii) to exercise any right or remedy  against the  Guarantor
               of, or collateral securing, any Guaranteed Obligations;

               (c) any change in the time,  manner or place of payment of, or in
          any other term of, all or any of the  Guaranteed  Obligations,  or any
          other  extension,  compromise  or  renewal  of any  of the  Guaranteed
          Obligations;

               (d) any reduction,  limitation,  impairment or termination of the
          Guaranteed Obligations for any reason,  including any claim of waiver,
          release, surrender, alteration or compromise, and shall not be subject
          to (and the  Guarantor  hereby  waives  any  right to or claim of) any
          defense or setoff, counterclaim,  recoupment or termination whatsoever
          by reason of the invalidity, illegality, nongenuineness, irregularity,
          compromise,  unenforceability  of,  or any other  event or  occurrence
          affecting, the Guaranteed Obligations or any amendment to, rescission,
          waiver,  or other  modification  of, or any consent to departure from,
          any of the terms of any Operative Document; provided that any party to
          any such amendment or modification  (whether  executing such amendment
          or  modification or bound thereby) shall be bound by such amendment or
          modification;

               (e) any addition,  exchange,  release, surrender or nonperfection
          of any  collateral,  or any  amendment  to or  waiver  or  release  or
          addition of, or consent to departure from, any other guaranty, held by
          any Guaranteed Party securing any of the Guaranteed Obligations; or


                                       3
<PAGE>

               (f) any other  circumstance  which might  otherwise  constitute a
          legal or  equitable  defense  available  to,  or a legal or  equitable
          discharge of, or set-off  against the Lessee,  the Lessor  Trust,  the
          Owner Trustee,  the Agent Certificate  Holder, any Certificate Holder,
          any surety or any guarantors, other than a defense that the Guaranteed
          Obligations have been theretofore paid in full.

     Section 2.3.  Reinstatement.  The Guarantor agrees that this Guaranty shall
continue to be  effective or be  reinstated,  as the case may be, if at any time
any  payment  (in  whole  or in part) of any of the  Guaranteed  Obligations  is
rescinded  or must  otherwise  be restored  by any  Guaranteed  Party,  upon the
insolvency,  bankruptcy or reorganization of the Lessee or otherwise,  as though
such payment had not been made.

     Section 2.4. Waiver. (a) The Guarantor hereby waives, to the maximum extent
permitted by Applicable Law, (i) promptness, diligence, notice of acceptance and
any other notice (other than those provided for in the Operative Documents) with
respect to any of the Guaranteed  Obligations  and this  Guaranty,  and (ii) any
requirement  that any Guaranteed  Party protect,  secure,  perfect or insure any
security interest or Lien, or any property subject thereto, or exhaust any right
or take any action against the Lessee, the Lessor Trust, the Owner Trustee,  the
Agent Certificate  Holder, any Certificate Holder or any other Person (including
any  other  guarantor  or  entity  or any  collateral  securing  the  Guaranteed
Obligations).

     (b) To the maximum extent permitted by Applicable Law, the Guarantor waives
the right by statute or otherwise to require the Guaranteed Parties to institute
suit  against  the  Lessee or to  exhaust  any  rights  and  remedies  which the
Guaranteed  Parties  have or may have  against  the Lessee  and agrees  that all
rights and remedies  provided  herein are  cumulative  and not  exclusive of any
other  rights or  remedies  provided  by law and no  failure  to or delay in the
exercise of any right shall  operate as a waiver  thereof.  In this regard,  the
Guarantor  agrees  that it is bound to the  payment  of each and all  Guaranteed
Obligations,  whether now  existing or hereafter  accruing,  as fully as if such
Guaranteed  Obligations  were directly  owing to the  Guaranteed  Parties by the
Guarantor.  The Guarantor  further  waives any defense  arising by reason of any
disability  or other  defense  (other  than  the  defense  that  the  Guaranteed
Obligations shall have been fully and finally performed and indefeasibly paid by
the Lessee or the Guarantor,  subject to Section 2.3 hereof) of the Lessee or by
reason  of the  cessation  from any cause  whatsoever  of the  liability  of the
Guaranteed Parties in respect thereof.

     (c)  The  Guarantor  agrees  that  if all or a  portion  of the  Guaranteed
Obligations  are at any time  secured  by a deed of trust or  mortgage  covering
interests in real  property,  the Agent  Certificate  Holder and  Administrative
Agent, in their sole discretion,  without notice or demand and without affecting
the liability of the Guarantor  under this Guaranty,  may foreclose  pursuant to
the terms of the  Master  Lease and the deed of trust or  mortgage  or  security
agreement  contained  therein and the interests in real property secured thereby
by non-judicial  sale. The Guarantor  understands that the exercise by the Agent
Certificate  Holder  and  Administrative  Agent of certain  rights and  remedies
contained in the Master  Lease and any such deed of trust,  mortgage or security
against  provisions  contained  therein may affect or eliminate the  Guarantor's
right of subrogation  against the Lessee and the Guarantor may therefore incur a


                                       4
<PAGE>

partially or totally  non-reimbursable  liability hereunder.  Nevertheless,  the
Guarantor  hereby  authorizes  and  empowers  the Agent  Certificate  Holder and
Administrative  Agent to  exercise,  in their  sole  discretion,  any rights and
remedies, or any combination thereof,  which may then be available,  since it is
the intent and purpose of the Guarantor that the obligations  hereunder shall be
absolute,  independent  and  unconditional  under  any  and  all  circumstances.
Notwithstanding  any foreclosure of the lien of the Master Lease and any deed of
trust,  mortgage or security agreement  contained therein with respect to any or
all of any real or personal property secured thereby, whether by the exercise of
the power of sale contained therein, by an action for judicial foreclosure or by
an acceptance of a deed in lieu of foreclosure, the Guarantor shall remain bound
under this Guaranty  including its obligation to pay any Guaranteed  Obligations
not theretofore paid.

     (d) Until the Guaranteed  Obligations  shall have been indefeasibly paid in
full and completely performed,  the Lease Balance shall have been fully paid and
the Operative  Documents  shall have  terminated,  the Guarantor  shall withhold
exercise  of (a) any  claim,  right or  remedy,  direct  or  indirect,  that the
Guarantor now has or may hereafter  have against the Lessee or any of its assets
in  connection  with this  Guaranty or the  performance  by the Guarantor of its
obligations  hereunder,  in each case whether such claim, right or remedy arises
in equity,  under  contract,  by  statute,  under  common law or  otherwise  and
including  without  limitation (i) any right of  subrogation,  reimbursement  or
indemnification  that the Guarantor  now has or may  hereafter  have against the
Lessee,  (ii) any right to enforce,  or to participate  in, any claim,  right or
remedy that the  Guaranteed  Parties now have or may hereafter  have against the
Lessee, and (iii) any benefit of, any right to participate in, any collateral or
security now or hereafter  held by Agent  Certificate  Holder or  Administrative
Agent,  and (b) any right of  contribution  the  Guarantor  may have against any
other  guarantor of the  Guaranteed  Obligations.  The Guarantor  further agrees
that,  to the extent the  agreement  to withhold  the  exercise of its rights of
subrogation, reimbursement, indemnification and contribution as set forth herein
is found by a court of  competent  jurisdiction  to be void or voidable  for any
reason,  any  rights  of  subrogation,   reimbursement  or  indemnification  the
Guarantor may have against the Lessee or against any collateral or security, and
any  rights of  contribution  the  Guarantor  may have  against  any such  other
guarantor,  shall be junior  and  subordinate  to any rights  Agent  Certificate
Holder or Administrative Agent may have against such Lessee, to all right, title
and interest, that the Agent Certificate Holder or Administrative Agent may have
in any such collateral or security,  and to any right that the Agent Certificate
Holder or  Administrative  Agent may have  against such other  guarantor.  Agent
Certificate Holder or Administrative  Agent may use, sell or dispose of any item
of  collateral  or  security as it sees fit  without  regard to any  subrogation
rights that the Guarantor may have, and upon any such disposition or sale of any
rights of subrogation  the Guarantor may have shall  terminate in respect of any
such  item  of  collateral  or  security.  If any  amount  shall  be paid to the
Guarantor on account of any such subrogation,  reimbursement or  indemnification
rights  at any time  when all the  Guaranteed  Obligations  shall  not have been
indefeasibly paid in full or completely performed,  such amount shall be held in
trust for Agent Certificate  Holder or Administrative  Agent and shall forthwith
be paid over to Agent Certificate Holder or Administrative Agent for the benefit
of the  Guaranteed  Parties to be credited  and applied  against the  Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms hereof.


                                       5
<PAGE>

     Section 2.5. Guarantor  Benefits.  The Guarantor  acknowledges that it will
receive benefits from the financing and other  arrangements  contemplated by the
Operative  Documents  and that the  waivers  and  agreements  set  forth in this
Guaranty are knowingly made in contemplation of such benefits.

     Section 2.6. Consent to Jurisdiction;  Waiver of Immunities.  The Guarantor
hereby  acknowledges and agrees that it irrevocably submits to the non-exclusive
jurisdiction  of the United States  District Court for the Northern  District of
California for the adjudication of any matter arising out of or relating to this
Guaranty.  The Guarantor hereby waives any objection to any action or proceeding
in the United States  District Court for the Northern  District of California on
the grounds of venue or any claim that such court is an inconvenient  forum. The
Guarantor  agrees  that a final,  unappealable  judgment  in any such  action or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on the  judgment or in any other  manner  provided by law.  Nothing in this
Section  shall affect the right of any  Guaranteed  Party to bring any action or
proceeding  against  the  Guarantor  or its  property in the courts of any other
jurisdictions.

     Section 2.7. Bankruptcy. In the event of a rejection of the Master Lease in
a bankruptcy or insolvency  proceeding of the Lessee,  the Guarantor agrees that
it will pay forthwith all payments  required to be made by such Lessee under the
Master Lease as though such rejection had not occurred.

     Section 2.8. Payments.  All payments to be made by the Guarantor  hereunder
shall  be  made  to the  Administrative  Agent  in  Dollars  to the  Account  in
immediately available and freely transferable funds at the place of payment, all
such payments to be paid without  setoff,  counterclaim or reduction and without
deduction  for,  and free from,  any and all  present or future  taxes,  levies,
imposts,  duties,  fees,  charges,  deductions,  withholding or liabilities with
respect  thereto  or  any  restrictions  or  conditions  of any  nature.  If the
Guarantor is required by law to make any deduction or  withholding on account of
any tax or other  withholding or deduction from any sum payable by the Guarantor
hereunder,  the  Guarantor  shall  pay any  such  tax or  other  withholding  or
deduction and shall pay such additional  amount  necessary to ensure that, after
making any payment, deduction or withholding, the Administrative Agent and Agent
Certificate Holder shall receive and retain (free of any liability in respect of
any  payment,  deduction or  withholding)  a net sum equal to what it would have
received and so retained hereunder had no such deduction, withholding or payment
been  required to have been made;  provided  that any tax on net income or other
tax that any  Guaranteed  Party would have been required to pay had such amounts
been received in accordance with the terms of the Operative  Documents shall not
be taken into account in calculating any amount pursuant to this Section 2.8.

                                       6
<PAGE>


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     Section 3.1. Representations and Warranties.  The Guarantor hereby restates
to each Guaranteed Party its representations and warranties set forth in Section
8.2 of the Participation  Agreement,  which  representations  and warranties are
hereby incorporated by reference.


                                   ARTICLE IV
                                    COVENANTS

     Section 4.1. Covenants. The Guarantor covenants and agrees that, so long as
any portion of the Guaranteed  Obligations  remain unpaid,  the Guarantor  will,
unless the Required Participants shall otherwise consent in writing, perform the
obligations  set forth in the  Participation  Agreement  applicable to it, which
covenants are hereby incorporated by reference.


                                    ARTICLE V
                            MISCELLANEOUS PROVISIONS

     Section 5.1.  Operative  Document.  This Guaranty is an Operative  Document
executed  pursuant to the  Participation  Agreement and shall (unless  expressly
indicated herein) be construed,  administered and applied in accordance with the
terms and provisions of the Participation Agreement.

     Section 5.2. Binding on Successors,  Transferees and Assigns; Assignment of
Guaranty.  This Guaranty shall be binding upon the Guarantor and its successors,
transferees  and assigns and shall inure to the benefit of and be enforceable by
the  Administrative  Agent  and  Agent  Certificate  Holder  on  behalf  of each
Guaranteed  Party  and  their  respective,  permitted  successors  and  assigns;
provided,  however,  that the  Guarantor  may not assign any of its  obligations
hereunder without the prior written consent of each Participant.

     Section 5.3. Amendments. No amendment to or waiver of any provision of this
Guaranty,  nor consent to any departure by the Guarantor herefrom,  shall in any
event be  effective  unless  the same  shall be in  writing  and  signed  by the
Guarantor,  Administrative Agent and the Agent Certificate Holder, and then such
waiver or consent shall be effective  only in the specific  instance and for the
specific purpose for which given.

     Section 5.4. Addresses for Notices to the Guarantor. All notices,  demands,
requests,  consents,  approvals and other  communications  hereunder shall be in
writing  and  directed to the  address  set forth on the  signature  page of the
Participation Agreement and deemed received in accordance with the provisions of


                                       7
<PAGE>

Section 15.3 of the Participation  Agreement.  The Guarantor may designate a new
address or facsimile number for receipt of notices hereunder by giving notice of
such change to the Administrative Agent in the manner and in accordance with the
provisions of Section 15.3 of the Participation Agreement.

     Section 5.5. No Waiver; Remedies. In addition to, and not in limitation of,
Section 2.2 and Section 2.4, no failure on the part of any  Guaranteed  Party to
exercise,  and no delay in exercising,  any right  hereunder  shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right hereunder
preclude  any other or further  exercise  thereof or the  exercise  of any other
right.  The remedies  herein  provided are  cumulative  and not exclusive of any
remedies provided by law.

     Section 5.6. Section  Captions.  Section captions used in this Guaranty are
for convenience of reference only, and shall not affect the construction of this
Guaranty.

     Section 5.7.  Setoff.  In addition to, and not in limitation of, any rights
of any Guaranteed  Party under Applicable Law, each Guaranteed  Party,  upon the
occurrence of any Lease Event of Default,  and the Administrative Agent and each
Lender,  upon the occurrence of any Loan Agreement Event of Default,  shall have
the right to  appropriate  and apply to the  payment of the  obligations  of the
Guarantor  owing to it  hereunder,  to the extent  then due,  and the  Guarantor
hereby grants to each Guaranteed  Party a continuing  security  interest in, any
and all balances, credits, deposits, accounts or moneys of the Guarantor then or
thereafter  maintained with such Guaranteed Party;  provided,  however, that any
such appropriation and application shall be subject to the provisions of Section
4.7 of the Participation Agreement.

     Section  5.8.  Severability.  Wherever  possible  each  provision  of  this
Guaranty  shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any provision of this Guaranty shall be prohibited by or
invalid under such law, such  provision  shall be  ineffective  to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of such
provision or the remaining provisions of this Guaranty.

     Section 5.9.  Termination of Guaranty.  Subject to Section 2.3 hereof,  the
Guarantor's  obligations  under this Guaranty  shall  terminate on the date upon
which all Guaranteed Obligations have been paid or performed in full.

     Section  5.10.  Governing  Law.  THIS  GUARANTY  SHALL BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. THE PARTIES DO
HEREBY  IRREVOCABLY AND  UNCONDITIONALLY  SUBMIT AND ATTORN TO THE NON-EXCLUSIVE
JURISDICTION  OF THE COURTS OF THE STATE OF CALIFORNIA  IN  CONNECTION  WITH ANY
DISPUTES OR OTHER MATTERS ARISING OUT OF OR IN CONNECTION WITH THIS GUARANTY.

     Section  5.11.  Waiver of Jury Trial.  TO THE MAXIMUM  EXTENT  PERMITTED BY
APPLICABLE LAW, THE GUARANTOR HEREBY  KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY


                                       8
<PAGE>

WAIVES ANY  RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN  RESPECT OF ANY  LITIGATION
BASED HEREON,  OR ARISING OUT OF, UNDER,  OR IN CONNECTION  WITH, THIS GUARANTY.
THE GUARANTOR  ACKNOWLEDGES  AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT
CONSIDERATION  FOR  THIS  PROVISION  AND  THAT  THIS  PROVISION  IS  A  MATERIAL
INDUCEMENT FOR THE PARTICIPANTS ENTERING INTO THE PARTICIPATION AGREEMENT.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







                                       9
<PAGE>



     IN WITNESS  WHEREOF,  the  Guarantor  has caused  this  Guaranty to be duly
executed and delivered by its officer  thereunto duly  authorized as of the date
first above written.



                                        THE ROBERT MONDAVI CORPORATION



                                        By:__________________________________
                                           Name:
                                           Its:









                                       10
<PAGE>



================================================================================




                                 LOAN AGREEMENT




                           dated as of July 14, 2000




                                     among




                         LODI 2000 DISTRIBUTION TRUST,
                                as Lessor Trust,




                         VARIOUS FINANCIAL INSTITUTIONS
                               IDENTIFIED HEREIN,
                                  as Lenders,




                                      and




                         HARRIS TRUST AND SAVINGS BANK,
                    as Administrative Agent for the Lenders





================================================================================



                                       11
<PAGE>


<TABLE>
<CAPTION>


                                       -3-
                                TABLE OF CONTENTS

SECTION                                                HEADING                                                PAGE
<S>                        <C>                                                                                   <C>
ARTICLE I                  DEFINITIONS; INTERPRETATION............................................................1


ARTICLE II                 AMOUNT AND TERMS OF LENDERS' COMMITMENTS...............................................2

       Section 2.1.        Loan Commitments.......................................................................2
       Section 2.2.        Notes..................................................................................2
       Section 2.3.        Prepayments............................................................................2
       Section 2.4.        Interest Rates and Payment Dates.......................................................2
       Section 2.5.        Repayment of Loans.....................................................................3
       Section 2.6.        Computation of Interest................................................................3
       Section 2.7.        Extension of Maturity Date.............................................................4
       Section 2.8.        Procedures for Advances................................................................4

ARTICLE III                CONDITIONS PRECEDENT...................................................................5

       Section 3.1.        Conditions to Effectiveness............................................................5
       Section 3.2.        Conditions to each Loan................................................................5

ARTICLE IV                 PAYMENTS AND DISTRIBUTIONS.............................................................5

       Section 4.1.        Payments and Distributions.............................................................5

ARTICLE V                  LOAN AGREEMENT EVENTS OF DEFAULT.......................................................5

       Section 5.1.        Loan Agreement Events of Default.......................................................5
       Section 5.2.        Remedies...............................................................................7
       Section 5.3.        Certain Borrower Defaults..............................................................8

ARTICLE VI                 CERTAIN REMEDIAL MATTERS; RELEASE......................................................8

       Section 6.1.        Certain Remedial Matters...............................................................8
       Section 6.2.        Release of Property, etc...............................................................8

ARTICLE VII                SUBORDINATION WITH RESPECT TO CERTAIN AMOUNTS DURING MARKETING PERIOD..................9


ARTICLE VIII               THE ADMINISTRATIVE AGENT...............................................................9

       Section 8.1.        Appointment............................................................................9
       Section 8.2.        Delegation of Duties..................................................................10
       Section 8.3.        Exculpatory Provisions................................................................10
       Section 8.4.        Reliance on Communications............................................................11
       Section 8.5.        Notice of Default.....................................................................11
       Section 8.6.        Non-Reliance on Administrative Agent and Other Lenders................................11
</TABLE>

                                      -i-
<PAGE>
<TABLE>
<CAPTION>
        <S>                 <C>                                                                                 <C>
       Section 8.7.        Indemnification.......................................................................12
       Section 8.8.        Administrative Agent in its Individual Capacity.......................................12
       Section 8.9.        Successor Administrative Agent........................................................13

ARTICLE IX                 MISCELLANEOUS.........................................................................13

       Section 9.1.        Amendments and Waivers................................................................13
       Section 9.2.        Notices...............................................................................13
       Section 9.3.        No Waiver; Cumulative Remedies........................................................13
       Section 9.4.        Survival of Representations and Warranties............................................14
       Section 9.5.        Successors and Assigns; Assignment by Lessor Trust....................................14
       Section 9.6.        Counterparts..........................................................................14
       Section 9.7.        Severability..........................................................................14
       Section 9.8.        Intention.............................................................................14
       Section 9.9.        GOVERNING LAW.........................................................................14
       Section 9.10.       Limitation of Liability...............................................................14

Signature........................................................................................................16
</TABLE>



Attachment to Loan Agreement:

EXHIBIT A - Form of Note




                                      -ii-
<PAGE>





                                 LOAN AGREEMENT


     THIS LOAN  AGREEMENT  dated as of July 14,  2000 (this  "Loan  Agreement"),
among LODI 2000  DISTRIBUTION  Trust, a grantor trust (the "Lessor Trust"),  the
various  financial  institutions  as are or may from time to time become parties
hereto as lenders hereunder (each a "Lender" and collectively the "Lenders") and
HARRIS  TRUST AND  SAVINGS  BANK as  Administrative  Agent (the  "Administrative
Agent") for the Lenders.


                                   WITNESSETH:

     WHEREAS,  pursuant  to the  Participation  Agreement,  dated as of the date
hereof (as amended,  supplemented,  amended and  restated or otherwise  modified
from  time to  time,  the  "Participation  Agreement"),  among  the  Lessee  and
Construction  Agent,  the Guarantor,  the Lessor Trust,  the Owner Trustee,  the
Agent  Certificate   Holder,   the  Certificate   Holders,   the  Lenders,   the
Administrative Agent and the Arranger,  (a) the Lenders have agreed,  subject to
the terms thereof, to make Loans available to the Lessor Trust from time to time
during the Commitment Period, (b) the Certificate  Holders have agreed,  subject
to the terms thereof, to make Certificate Holder Amounts available to the Lessor
Trust from time to time during the Commitment  Period,  and (c) the Lessor Trust
has agreed,  subject to the terms thereof (on behalf of, and from funds provided
by,  the  Certificate  Holders  and  the  Lenders),  to  make  advances  to  the
Construction Agent from time to time during the Commitment Period;

     WHEREAS,  the Lessor Trust desires to obtain  Commitments  from the Lenders
pursuant to which Loans, in a maximum aggregate principal amount at any one time
outstanding  not to exceed  $16,490,000,  will be made to the Lessor  Trust from
time to time during the Commitment Period;

     WHEREAS, each Lender is willing, on the terms and subject to the conditions
hereinafter set forth (including Article III), to make Loans to the Lessor Trust
in an aggregate amount not to exceed its Commitment  Percentage of the Aggregate
Commitment Amount; and

     WHEREAS,  the Lessor  Trust will use the  proceeds of such Loans  (together
with  funds  provided  by the  Certificate  Holders)  to  acquire  land and fund
advances to the Construction Agent pursuant to the Participation Agreement;

         NOW, THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                           DEFINITIONS; INTERPRETATION

     Capitalized  terms used but not  otherwise  defined in this Loan  Agreement
have the  respective  meanings  specified  in  Appendix  A to the  Participation
Agreement  (as the same may be amended,  supplemented,  amended and  restated or
otherwise  modified  from  time  to  time,  "Appendix  A");  and  the  rules  of
interpretation set forth in Appendix A shall apply to this Loan Agreement.



<PAGE>


                                   ARTICLE II

                    AMOUNT AND TERMS OF LENDERS' COMMITMENTS

     Section 2.1. Loan  Commitments.  Subject to the terms and conditions hereof
and of the Participation  Agreement,  each Lender severally agrees to make loans
(the "Loans") to the Lessor Trust from time to time during the Commitment Period
for the  purpose  of  enabling  the  Lessor  Trust to  acquire  or obtain fee or
leasehold  interests  in the  Property  and to pay Land  Acquisition  Costs  and
Property  Improvement Costs, in an aggregate  principal amount not to exceed the
amount of such Lender's Commitment. Any amounts prepaid may not be readvanced.

     Section 2.2.  Notes.  The Loans made by each Lender shall be evidenced by a
promissory  note of the Lessor Trust on behalf of the Agent  Certificate  Holder
and the Certificate Holders, substantially in the form of Exhibit A to this Loan
Agreement (each, a "Note"),  with appropriate  insertions as to payee,  date and
principal amount,  payable to the order of such Lender and in a principal amount
equal to the initial Commitment of such Lender. Each Lender is hereby authorized
to  record  the  date  and  amount  of  each  Loan  made by  such  Lender,  each
continuation  thereof,  the date and  amount of each  payment or  prepayment  of
principal  thereof and the length of each Interest Period with respect  thereto,
on the schedule  annexed to and  constituting  a part of its Note,  and any such
recordation  shall  constitute  prima  facie  evidence  of the  accuracy  of the
information so recorded;  provided that the failure to make any such recordation
or any error in such recordation shall not affect the Lessor Trust's,  the Agent
Certificate Holder's or any other Certificate Holder's obligations  hereunder or
under such Note.  Each Note shall (i) be dated the  Documentation  Date, (ii) be
stated to mature on the  Maturity  Date and (iii)  provide  for the  payment  of
principal (if applicable) and interest in accordance with this Loan Agreement.

     Section 2.3.  Prepayments.  Prepayments  made by the Lessor Trust hereunder
shall be made in  accordance  with,  and  shall be  subject  to,  the  terms and
conditions of Section 4.3 of the Participation Agreement.

     Section 2.4.  Interest  Rates and Payment  Dates.  (a) Each Loan shall bear
interest from the date each respective  Advance is made at a rate (the "Interest
Rate") equal to (i) with respect to Loans that are Eurodollar  Loans/Certificate
Holder Amounts, a rate per annum equal to the Adjusted  Eurodollar Rate for such
Interest Period plus the Loan Margin or (ii) with respect to Loans that are Base
Rate Loans/Certificate  Holder Amounts, a rate per annum equal to the Base Rate.
The  Administrative  Agent shall, as soon as practicable,  but in no event later
than  12:00  p.m.  (noon)  (Chicago  time),  two (2)  Business  Days  before the
effectiveness  of each  Base  Rate or  Adjusted  Eurodollar  Rate,  cause  to be
determined such Base Rate or Adjusted  Eurodollar  Rate, the resulting  Interest
Rate and Lender Basic Rent, and notify each Lender thereof.



                                       2
<PAGE>

     (b) If all or a portion of (i) the principal  amount of any Loan,  (ii) any
interest payable thereon,  or (iii) any other amount payable hereunder shall not
be paid when due (whether at the stated maturity, by acceleration or otherwise),
such overdue  amount  shall bear  interest at a rate per annum which is equal to
the Overdue Rate. Interest accruing pursuant to this clause (b) shall be payable
from time to time on demand.  Upon the occurrence and during the  continuance of
an Event of  Default,  the  principal  of and, to the extent  permitted  by law,
interest on the Loans and any other amounts  owing  hereunder or under the other
Operative Documents shall bear interest, payable on demand, at the Overdue Rate.

     (c) During the Interim Lease Term for any Property, interest on outstanding
Loans made with  respect to such  Property  shall be paid from  Advances  deemed
requested by the Lessee pursuant to Section 3.4 of the  Participation  Agreement
on each Scheduled  Payment Date occurring prior to the earlier of the Completion
Date  and the  Outside  Completion  Date  for such  Property,  and the  Property
Improvement  Costs of such Property  shall be increased on the date of each such
Advance  by an  amount  equal to such  Advance;  provided  that if a  Completion
Certificate  is delivered less than three (3) Business Days prior to a Scheduled
Payment Date, solely for purposes of this clause (c) such Completion Certificate
shall not be effective until the day after such Scheduled Payment Date.

     (d) During the Basic Lease Term for any Property,  interest on  outstanding
Loans made with  respect to such  Property  shall be due and  payable in cash on
each Scheduled  Payment Date and not funded  pursuant to the deemed  Advances as
referred to in clause (c) above.

     (e) Each  prepayment of the Loans shall be accompanied by accrued  interest
to the date of such prepayment on the amount prepaid.

     Section 2.5.  Repayment  of Loans.  (a) During the Basic Lease Term and any
Renewal Term,  the  Certificate  Holders  acting  through the Agent  Certificate
Holder  shall  cause the Lessor  Trust to repay the Loans  with  respect to each
respective  Property on any date on which the Property Balance for such Property
is due from the Lessee under the Lease.

     (b) If not  repaid  sooner,  all  Loans  shall  be due and  payable  on the
Maturity Date.

     Section 2.6. Computation of Interest. (a) If interest on the Loans shall be
based on the Adjusted  Eurodollar Rate, then it shall be calculated on the basis
of a 360-day  year and, if based on the Base Rate,  then on a 360-day year basis
if the Base Rate is  calculated  at the Federal  Funds  Rate,  and a 365- or, if
applicable,  366-,  day year basis if the Base Rate is  calculated  at the Prime
Rate, in each case for the actual days elapsed.  The Administrative  Agent shall
as soon as practicable  notify the Agent Certificate  Holder, the Lessee and the
Lenders of each  determination of a London Interbank Offered Rate. Any change in
the  Interest  Rate on a Loan  resulting  from a change  in the Base Rate or the
Eurodollar  Reserve  Percentage  shall  become  effective  as of the  opening of
business on the day on which such change becomes  effective.  The Administrative
Agent shall as soon as  practicable  notify the Agent  Certificate  Holder,  the
Lessee and the Lenders of the effective  date and the amount of each such change
in Interest Rate.



                                       3
<PAGE>

     (b) Each  determination  of an interest  rate by the  Administrative  Agent
pursuant to any provision of this Loan  Agreement  shall be binding on the Agent
Certificate  Holder, the Lessor Trust, each Certificate Holder, each Lender, the
Lessee and the Guarantor in the absence of manifest error.

     Section 2.7.  Extension of Maturity Date. The Maturity Date may be extended
in accordance with the Section 11.1 of the Participation Agreement.

     Section 2.8.  Procedures  for Advances.  (a) With respect to the funding of
the Loans for any  Advance,  the  Administrative  Agent  shall give each  Lender
prompt  written  notice of (i) receipt of the Funding  Request  delivered by the
Lessee in connection  with the proposed  Advance and the contents  thereof,  and
(ii) each Lender's share of the Loans comprising such Advance. Subject to timely
delivery  of a  Funding  Request  and the  other  terms  and  conditions  of the
Operative  Documents,  each Lender shall make its  Commitment  Percentage of the
requested  Advance  available to the  Administrative  Agent by 12:00 p.m. (noon)
(Chicago time), on the requested  Acquisition Date or requested Funding Date, as
applicable.

     (b) Unless the Administrative  Agent shall have been notified in writing by
any Lender  prior to such  Advance  that a Lender  will not make the amount that
would  constitute  its  Commitment  Percentage of such Advance  available to the
Administrative  Agent, the  Administrative  Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent  may,  in  reliance  upon such  assumption,  make  available  to the Agent
Certificate Holder a corresponding  amount. If such amount is not made available
to the  Administrative  Agent by the  required  time on the Funding  Date or the
Acquisition Date therefor, such Lender shall pay to the Administrative Agent, on
demand,  such amount with interest  thereon at a rate equal to the Federal Funds
Rate for the period until such Lender makes such amount immediately available to
the Administrative Agent. A certificate of the Administrative Agent submitted to
any Lender  with  respect  to any  amounts  owing  under  this  clause  shall be
conclusive  in the  absence  of  manifest  error.  If such  Lender's  Commitment
Percentage of such borrowing is not made available to the  Administrative  Agent
by  such  Lender  within  two  Business  Days  of  such   borrowing   date,  the
Administrative  Agent  shall  notify the Lessee of the failure of such Lender to
make such amount available to the  Administrative  Agent and the  Administrative
Agent shall also be entitled to recover such amount with interest thereon at the
rate per annum equal to the one-half of one percent plus the Federal Funds Rate,
on demand, from the Lessee.


                                   ARTICLE III

                              CONDITIONS PRECEDENT

     Section 3.1.  Conditions to  Effectiveness.  This Loan  Agreement  shall be
effective  on  the  Documentation  Date  upon  satisfaction  of  the  conditions
precedent set forth in Section 2.1 of the Participation Agreement.


                                       4
<PAGE>

     Section 3.2. Conditions to each Loan. The obligation of each Lender to make
any Loan requested to be made by it on any date with respect  thereto is subject
to the satisfaction of the applicable  conditions precedent thereto set forth in
Article VI of the Participation Agreement.


                                   ARTICLE IV

                           PAYMENTS AND DISTRIBUTIONS

     Section  4.1.  Payments and  Distributions.  All payments to be made by the
Lessor  Trust,  hereunder,  and all  payments  due and  payable  to the  Lenders
pursuant  to any other  Operative  Document,  shall be paid to the  Account  and
distributed by the  Administrative  Agent to the Participants in accordance with
Article VII of the Participation Agreement.


                                    ARTICLE V

                        LOAN AGREEMENT EVENTS OF DEFAULT

     Section 5.1. Loan Agreement Events of Default. The occurrence of any one or
more  of the  following  events  (whether  such  event  shall  be  voluntary  or
involuntary  or come about or be effected by  operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any  administrative  or governmental  body) shall  constitute a
"Loan Agreement Event of Default":

               (a) The Lessor Trust, the Owner Trustee, Agent Certificate Holder
          or any  Certificate  Holder  shall (i) default in the payment when due
          (including,  without  limitation,  pursuant to Section  2.5(b)) of any
          principal  of the  Loans  or (ii)  default,  and  such  default  shall
          continue  for five (5) Business  Days,  in the payment when due of any
          interest  on the  Loans  or (iii)  default,  and  such  default  shall
          continue for twenty (20) or more days after the Owner  Trustee's,  the
          Agent Certificate  Holder's or such Certificate  Holder's receipt,  as
          the case may be, of  notice of such  default,  in the  payment  of any
          other  amounts  owing  hereunder  or under any other Loan  Document to
          which it is a party; or

               (b) The Lessor Trust,  the Owner Trustee,  the Agent  Certificate
          Holder or any Certificate  Holder shall default in the due performance
          or  observance by it of any term,  covenant or agreement  contained in
          this Loan Agreement or the Notes or the Participation Agreement (other
          than those  referred to in clause (a) above),  and such default  shall
          have  continued  unremedied for a period of at least thirty (30) days;
          or


                                       5
<PAGE>

               (c) Any representation, warranty or statement made or deemed made
          by the Lessor Trust, the Owner Trustee,  the Agent Certificate  Holder
          or any Certificate  Holder herein or in any other Loan Document or the
          Participation  Agreement, or in any statement or certificate delivered
          or required to be delivered pursuant hereto or thereto, shall prove to
          be  untrue in any  material  respect  on the date as of which  made or
          deemed made; or

               (d) Any Lease Event of Default or Construction  Agency  Agreement
          Event  of  Default  shall  have  occurred  and  be  continuing  or any
          Construction Agency Agreement Event of Default shall have occurred and
          be continuing; or

               (e) The Lessor Trust,  the Owner Trustee,  the Agent  Certificate
          Holder or any  Certificate  Holder  shall  commence a  voluntary  case
          concerning  itself under Title 11 of the United  States Code  entitled
          "Bankruptcy," as now or hereafter in effect,  or any successor thereto
          (the "Bankruptcy  Code");  or an involuntary case is commenced against
          the Lessor Trust, the Owner Trustee,  the Agent Certificate  Holder or
          any Certificate Holder and the petition is not dismissed within ninety
          (90) days after  commencement  of the case; or a custodian (as defined
          in the  Bankruptcy  Code) is appointed for, or takes charge of, all or
          substantially  all of the  property  of the  Lessor  Trust,  the Owner
          Trustee, the Agent Certificate Holder or any Certificate Holder and is
          not removed  within ninety (90) days;  or the Lessor Trust,  the Owner
          Trustee,  the  Agent  Certificate  Holder  or any  Certificate  Holder
          commences any other proceeding under any reorganization,  arrangement,
          adjustment  of debt,  relief of debtors,  dissolution,  insolvency  or
          liquidation  or  similar  law  of  any  jurisdiction  whether  now  or
          hereafter in effect  relating to the Lessor Trust,  the Owner Trustee,
          the Agent Certificate  Holder or such Certificate  Holder; or there is
          commenced  against  the Lessor  Trust,  the Owner  Trustee,  the Agent
          Certificate Holder or any Certificate Holder any such proceeding which
          remains  undismissed  for a period of ninety (90) days;  or the Lessor
          Trust,  the  Owner  Trustee,  the  Agent  Certificate  Holder  or  any
          Certificate   Holder  is  adjudicated   insolvent  or  bankrupt  which
          adjudication  is not withdrawn or reversed within ninety (90) days; or
          any  order  for  relief  or other  order  approving  any such  case or
          proceeding is entered which order is not withdrawn or reversed  within
          ninety (90) days; or the Lessor Trust,  the Owner  Trustee,  the Agent
          Certificate  Holder or any Certificate  Holder suffers any appointment
          of any  custodian  or the like for it or any  substantial  part of its
          property to continue  undischarged  or unstayed for a period of ninety
          (90)  days;  or  the  Lessor  Trust,  the  Owner  Trustee,  the  Agent
          Certificate   Holder  or  any  Certificate   Holder  makes  a  general
          assignment  for the benefit of creditors;  or any corporate  action is
          taken by the Lessor Trust,  the Owner Trustee,  the Lessor Trust,  the
          Owner Trustee,  the Agent Certificate Holder or any Certificate Holder
          for the purpose of effecting  any of the  foregoing and in the case of
          any of the foregoing,  there is a delay or disruption whether prior to
          or following the  expiration  of any of the foregoing  time periods of
          any amounts payable to the Lenders and the Administrative  Agent under
          this Loan Agreement or any of the other Operative Documents.

               Section  5.2.  Remedies.  (a)  Upon  the  occurrence  of any Loan
          Agreement  Event of  Default,  (i) if such  event is a Loan  Agreement
          Event of  Default  specified  in clause  (e) of  Section  5.1 above or
          arises out of a Lease Event of Default specified in Section 16.1(i) of


                                       6
<PAGE>

          the Master Lease or a Construction  Agency  Agreement Event of Default
          specified in Section 5.1 of the  Construction  Agency  Agreement,  the
          Commitments  of  all  Lenders  shall   automatically  and  immediately
          terminate and the Loans hereunder (with accrued interest  thereon) and
          all other amounts owing under this Loan  Agreement and the Notes shall
          immediately  become  due and  payable,  and (ii) if such  event is any
          other Loan  Agreement  Event of Default,  any or all of the  following
          actions may be taken:  (x) the Required  Lenders may, by notice to the
          Owner  Trustee  and the Agent  Certificate  Holder,  declare  the Loan
          Commitments to be terminated forthwith, whereupon the Loan Commitments
          shall  immediately  terminate  and (y) with the  consent  of  Required
          Lenders, the Administrative Agent may, or upon the request of Required
          Lenders,  the  Administrative  Agent  shall,  by  notice  to the Owner
          Trustee and the Agent Certificate Holder,  declare all Loans hereunder
          (with  accrued  interest  thereon)  and all other  amounts  owing with
          respect to the Loans under this Loan Agreement and the Notes to be due
          and payable  forthwith,  whereupon all Loans shall immediately  become
          due and payable (any of the foregoing  occurrences or actions referred
          to in  clause  (i)  or  (ii)  above,  an  "Acceleration").  Except  as
          expressly  provided  above in this  Article  V,  presentment,  demand,
          protest and all other notices of any kind are hereby expressly waived.

     (b) Upon the occurrence of any Loan  Agreement  Event of Default and at any
time  thereafter  so long as any  Loan  Agreement  Event  of  Default  shall  be
continuing,  the  Administrative  Agent shall, upon the written  instructions of
Required  Lenders,  exercise  any or all of the rights and powers and pursue any
and all of the  remedies  available  to it  hereunder  and (subject to the terms
thereof)  under the Lease  (if a Lease  Event of  Default  has  occurred  and is
continuing) and the other Operative  Documents and shall have any and all rights
and remedies  available  under the Uniform  Commercial  Code or any provision of
law.

     (c) Upon the occurrence of any Loan  Agreement  Event of Default and at any
time  thereafter  so long as any  Loan  Agreement  Event  of  Default  shall  be
continuing,  the  Administrative  Agent shall, upon the written  instructions of
Required Lenders, proceed to protect and enforce this Loan Agreement, the Notes,
the Lease (if a Lease Event of Default has occurred and is  continuing)  and the
other Operative  Documents by suit or suits or proceedings in equity,  at law or
in  bankruptcy,  and whether for the  specific  performance  of any  covenant or
agreement  herein  contained or in execution or aid of any power herein granted,
or for foreclosure hereunder,  or for the appointment of a receiver or receivers
for the Property or for the recovery of judgment  for the  indebtedness  secured
thereby or for the  enforcement of any other proper,  legal or equitable  remedy
available under Applicable Law.

     (d) Subject to Section  9.10,  the Lessor Trust shall be liable for any and
all  accrued  and  unpaid  amounts  due  hereunder  before,  after or during the
exercise of any of the foregoing  remedies,  including all reasonable legal fees
and other reasonable costs and expenses incurred by the Administrative  Agent or
any Lender by reason of the occurrence of any Loan Agreement Event of Default or
the exercise of remedies with respect thereto.

     (e) The Lessor Trust agrees that the  Administrative  Agent may give notice
of any Lease  Default on behalf of the Lessor Trust to the Lessee.  When a Lease
Event of Default has occurred and is continuing,  the  Administrative  Agent, at
the  direction of Required  Lenders,  may exercise any or all of the remedies of
the Lessor  Trust under  Article XVI of the Master  Lease,  and the Lessor Trust


                                       7
<PAGE>

shall exercise such remedies at the direction of the  Administrative  Agent. The
Lessor  Trust shall  demand the  purchase of Property by the Lessee  pursuant to
Section 16.2(f) of the Master Lease at the direction of Required Lenders.

     Section 5.3. Certain  Borrower  Defaults.  Notwithstanding  anything to the
contrary contained in Sections 5.1 or 5.2, neither the Administrative  Agent nor
the Lenders  shall be entitled to enforce their  remedies  under the Guaranty or
the Master Lease with respect to a Loan Agreement Event of Default arising under
any of Sections 5.1(a),  (b), (c) or (e) hereof (each, a "Borrower  Default") so
long as (a) no Loan Agreement  Event of Default arising under Section 5.1(d) has
occurred and is continuing  and (b) the Lessee is continuing to pay to the Agent
Certificate  Holder, the  Administrative  Agent or any other Person to whom such
payment  is due Rent and all other  amounts  when due under,  and in  accordance
with, the terms of the Lease and the other Operative Documents.


                                   ARTICLE VI

                        CERTAIN REMEDIAL MATTERS; RELEASE

     Section 6.1. Certain Remedial Matters.  Notwithstanding any other provision
of this Loan  Agreement  or any other Loan  Document,  the Lessor  Trust and the
Agent  Certificate  Holder shall at all times  retain the right,  but not to the
exclusion  of the  Administrative  Agent,  (A) to  receive  from the  Lessee all
notices, certificates and other documents and all information that the Lessee is
permitted  or  required  to give or furnish to the  "Lessor  Trust",  the "Owner
Trustee", the "Agent Certificate Holder" or any "Certificate Holder" pursuant to
the Lease, the Participation  Agreement or any other Operative Document,  (B) to
provide  such  insurance  as the Lessee  shall have failed to  maintain  and (C)
subject to the other  applicable  provisions of this Loan Agreement,  to perform
for the Lessee under Article XVII of the Master Lease.

     Section 6.2. Release of Property,  etc. (a) If the Lessee shall at any time
purchase  any  Property  pursuant to Article XV of the Master  Lease,  or if the
Purchase Option is exercised with respect to any Property under Article XVIII of
the Master Lease,  or if any Property shall be sold in accordance  with, and the
Lessee otherwise  satisfies each of the obligations and conditions set forth in,
Article XX of the Master Lease, then, upon application of such amounts to prepay
the Loans pursuant to Article II and the Administrative Agent's and the Lenders'
receipt of all accrued  interest  and any other  payments due and owing from the
Lessee  and/or the Lessor Trust to the  Administrative  Agent and the Lenders on
such  date,  including  without  limitation  pursuant  to  Article  XIII  of the
Participation Agreement,  such Property shall be released from the Lien in favor
of the  Lenders  created  by the  Assignment  of Lease  and  Rent to the  extent
relating to such Property  without  delivery of any instrument or performance of
any act by any party.

     (b) Upon the  termination  of the Lenders'  Commitments  and the payment in
full of the Loans and all other  amounts  owing by the Lessor  Trust,  the Agent
Certificate Holder or the Certificate  Holders hereunder or under any other Loan
Document,  the Property  shall be released from the Lien in favor of the Lenders


                                       8
<PAGE>

created by the  Assignment of Lease and Rent without  delivery of any instrument
or performance of any act by any party.

     (c) Upon request of the Agent Certificate  Holder or the Lessee following a
release of any Property described in clause (a) or (b) above, the Administrative
Agent shall at the Lessee's expense execute and deliver to the Agent Certificate
Holder or the  Lessee  such  documents  as the Agent  Certificate  Holder or the
Lessee  shall  reasonably  request  to  evidence  such  release,  including,  if
requested, a release of the Assignment of Lease and Rent.


                                   ARTICLE VII

                  SUBORDINATION WITH RESPECT TO CERTAIN AMOUNTS
                             DURING MARKETING PERIOD

     The Administrative Agent and each Lender covenant and agree for the benefit
of the Lessor Trust, each Certificate  Holder and the Agent  Certificate  Holder
that,  to  the  extent  and  in the  manner  set  forth  in  Article  VII of the
Participation  Agreement and  notwithstanding  any other  provision of this Loan
Agreement or any other Operative Document,  upon the election of the Remarketing
Option by the Lessee  pursuant to Article XX of the Master Lease,  the rights of
the  Lenders  with  respect  to the  Maximum  Recourse  Amount  received  by the
Administrative  Agent in connection  with (a) the sale of all or any part of the
relevant  Property or (b) any  subleases  affecting  such Property or any rents,
issues or profits  accruing  thereunder,  shall in each case be subordinate  and
subject  in right of payment  to the prior  payment  in full of the  Participant
Balance of each Certificate Holder; provided that the amount of the Loan Balance
in excess of the Maximum  Recourse Amount shall remain prior in right of payment
to the Participant Balance of each Certificate Holder.


                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

     Section 8.1. Appointment. Each Lender hereby designates and appoints Harris
Trust  and  Savings  Bank  as   administrative   agent  (in  such   capacity  as
administrative agent hereunder,  the "Administrative  Agent" and for purposes of
this Section 8, the term  "Administrative  Agent" shall include Harris Trust and
Savings Bank in its capacity as  collateral  agent with respect to the Operative
Documents)  of such Lender to act as  specified  herein and the other  Operative
Documents,  and each such Lender hereby authorizes the  Administrative  Agent as
the  agent  for such  Lender,  to take  such  action  on its  behalf  under  the
provisions  of this Loan  Agreement  and the other  Operative  Documents  and to
exercise such powers and perform such duties as are  expressly  delegated by the
terms  hereof and of the other  Operative  Documents,  together  with such other
powers as are reasonably  incidental  thereto.  Notwithstanding any provision to
the  contrary  elsewhere  herein  and  in the  other  Operative  Documents,  the
Administrative Agent shall not have any duties or responsibilities, except those


                                       9
<PAGE>

expressly set forth herein and therein,  or any fiduciary  relationship with any
Lender,  and  no  implied  covenants,   functions,   responsibilities,   duties,
obligations or liabilities  shall be read into this Loan Agreement or any of the
other Operative  Documents,  or shall otherwise exist against the Administrative
Agent.  The  provisions  of this  Section  are  solely  for the  benefit  of the
Administrative  Agent and the Lenders and no other  Person shall have any rights
as a third  party  beneficiary  of the  provisions  hereof.  In  performing  its
functions  and  duties  under  this  Loan  Agreement  and  the  other  Operative
Documents, the Administrative Agent shall act solely as agent of the Lenders and
does not  assume  and  shall not be deemed to have  assumed  any  obligation  or
relationship of agency or trust with or for the Lessor Trust, the Owner Trustee,
the Lessee, the Agent Certificate  Holder, the Certificate  Holders or any other
Person.

     Section 8.2. Delegation of Duties. The Administrative Agent may execute any
of its duties  hereunder  or under the other  Operative  Documents by or through
agents  or  attorneys-in-fact  and  shall  be  entitled  to  advice  of  counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not  be  responsible   for  the  negligence  or  misconduct  of  any  agents  or
attorneys-in-fact selected by it with reasonable care.

     Section 8.3. Exculpatory  Provisions.  Neither the Administrative Agent nor
any  of  its  officers,  directors,  employees,  agents,   attorneys-in-fact  or
affiliates  shall be (i) liable for any action  lawfully  taken or omitted to be
taken by it or such Person under or in connection herewith or in connection with
any of the other Operative  Documents (except for its or such Person's own gross
negligence or willful  misconduct),  or (ii) responsible in any manner to any of
the  Lenders  for  any  recitals,  statements,   representations  or  warranties
contained  herein  or in  any  of  the  other  Operative  Documents  or  in  any
certificate, report, statement or other document referred to or provided for in,
or received by the  Administrative  Agent under or in connection  herewith or in
connection with the other Operative Documents,  or enforceability or sufficiency
of any of the other  Operative  Documents,  or for any failure of any party (not
including the  Administrative  Agent) to any  Operative  Document to perform its
obligations  hereunder  or  thereunder.  The  Administrative  Agent shall not be
responsible  to  any  Lender  for  the  effectiveness,   genuineness,  validity,
enforceability,  collectability or sufficiency of this Loan Agreement, or any of
the other Operative Documents or for any representations,  warranties,  recitals
or  statements  made herein or therein or made by the Lessee,  the Lessor Trust,
the Owner Trustee or the Certificate Holders in any written or oral statement or
in any financial or other statements,  instruments, reports, certificates or any
other  documents in  connection  herewith or therewith  furnished or made by the
Administrative Agent to the Lenders or by or on behalf of the Lessee, the Lessor
Trust, the Owner Trustee or the Certificate Holders to the Administrative  Agent
or any Lender or be required to  ascertain or inquire as to the  performance  or
observance of any of the terms, conditions,  provisions, covenants or agreements
contained  herein or therein or as to the use of the proceeds of the Loans or of
the  existence  or possible  existence  of any Default or Event of Default or to
inspect the properties,  books or records of the Lessee, the Lessor Trust or the
Certificate Holders.

     Section 8.4. Reliance on Communications.  The Administrative Agent shall be
entitled  to rely,  and  shall be fully  protected  in  relying,  upon any note,
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,


                                       10
<PAGE>

telegram,  telecopy,  telex  or  teletype  message,  statement,  order  or other
document  or  conversation  believed by it to be genuine and correct and to have
been  signed,  sent or made by the proper  Person or Persons and upon advice and
statements  of legal  counsel  (including,  without  limitation,  counsel to the
Lessee),   independent   accountants   and  other   experts   selected   by  the
Administrative Agent with reasonable care. The Administrative Agent may deem and
treat the Lenders as the owner of their respective  interests  hereunder for all
purposes unless a written notice of assignment,  negotiation or transfer thereof
shall have been filed with the  Administrative  Agent in accordance with Section
12.1 of the Participation  Agreement.  The Administrative  Agent,  acting in its
capacity  as  Administrative  Agent,  shall be fully  justified  in  failing  or
refusing to take any action under this Loan  Agreement or under any of the other
Operative  Documents unless it shall first receive such advice or concurrence of
Lenders holding a majority in principal  amount of the  outstanding  Loans as it
deems  appropriate or it shall first be indemnified to its  satisfaction  by the
Lenders against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. The Administrative Agent
shall in all cases be fully  protected in acting,  or in refraining from acting,
hereunder or under any of the other  Operative  Documents in  accordance  with a
request of Lenders  holding a majority in  principal  amount of the  outstanding
Loans and such request,  and any action taken or failure to act pursuant thereto
shall be binding upon all the Lenders (including their successors and assigns).

     Section  8.5.  Notice of  Default.  The  Administrative  Agent shall not be
deemed to have  knowledge or notice of the occurrence of any Default or Event of
Default  hereunder  unless the  Administrative  Agent has received notice from a
Lender or the  Lessee  referring  to the  Operative  Document,  describing  such
Default  or Event of  Default  and  stating  that such  notice  is a "notice  of
default." In the event that the Administrative Agent receives such a notice, the
Administrative  Agent  shall give  prompt  notice  thereof to the  Lenders.  The
Administrative  Agent  shall take such action  with  respect to such  Default or
Event of Default as shall be reasonably directed by Required Lenders.

     Section 8.6.  Non-Reliance on Administrative Agent and Other Lenders.  Each
Lender expressly  acknowledges that neither the Administrative  Agent nor any of
its officers, directors, employees, agents,  attorneys-in-fact or affiliates has
made  any   representations  or  warranties  to  it  and  that  no  act  by  the
Administrative  Agent or any affiliate  thereof  hereafter taken,  including any
review of the affairs of the Lessee,  the Lessor Trust,  the Owner Trustee,  the
Agent  Certificate  Holder  or  the  Certificate  Holders  shall  be  deemed  to
constitute any  representation  or warranty by the  Administrative  Agent to any
Lender.  Each  Lender  represents  to the  Administrative  Agent  that  it  has,
independently  and without reliance upon the  Administrative  Agent or any other
Lender,   and  based  on  such  documents  and  information  as  it  has  deemed
appropriate,  made its own  appraisal of and  investigation  into the  business,
assets,  operations,  property,  financial and other  conditions,  prospects and
creditworthiness  of the Lessee, the Lessor Trust, the Owner Trustee,  the Agent
Certificate Holder and the Certificate Holders and made its own decision to make
its Loans  hereunder  and  enter  into this Loan  Agreement.  Each  Lender  also
represents  that  it  will,   independently   and  without   reliance  upon  the
Administrative  Agent or any  other  Lender,  and  based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  analysis,  appraisals and decisions in taking or not taking action under


                                       11
<PAGE>

this Loan  Agreement,  and to make such  investigation  as it deems necessary to
inform itself as to the business,  assets, operations,  property,  financial and
other  conditions,  prospects  and  creditworthiness  of the Lessee,  the Lessor
Trust,  the Owner  Trustee,  the Agent  Certificate  Holder and the  Certificate
Holders.  Except for notices,  reports and other documents expressly required to
be  furnished  to  the  Lenders  by  the  Administrative  Agent  hereunder,  the
Administrative  Agent shall not have any duty or  responsibility  to provide any
Lender with any credit or other information concerning the business, operations,
assets, property,  financial or other conditions,  prospects or creditworthiness
of the Lessee, the Lessor Trust, the Owner Trustee, the Agent Certificate Holder
or  the  Certificate   Holders  which  may  come  into  the  possession  of  the
Administrative  Agent  or any of its  officers,  directors,  employees,  agents,
attorneys-in-fact or affiliates.

     Section  8.7.   Indemnification.   The  Lenders   agree  to  indemnify  the
Administrative  Agent in its capacity as such (to the extent not  reimbursed  by
the Lessee,  the Lessor Trust, the Agent  Certificate  Holder or the Certificate
Holders and without  limiting the obligation of such Persons to do so),  ratably
according  to  their  respective  Commitments,  from  and  against  any  and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or  disbursements  of any kind whatsoever which may at any time
(including  without  limitation  at  any  time  following  the  payment  of  the
Obligations) be imposed on, incurred by or asserted  against the  Administrative
Agent in its capacity as such in any way relating to or arising out of this Loan
Agreement or the other Operative  Documents or any documents  contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or  any  action  taken  or  omitted  by the  Administrative  Agent  under  or in
connection  with any of the  foregoing;  provided that no Lender shall be liable
for the  payment  of any  portion  of  such  liabilities,  obligations,  losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or willful  misconduct of the Administrative
Agent. If any indemnity  furnished to the  Administrative  Agent for any purpose
shall,  in the opinion of the  Administrative  Agent,  be insufficient or become
impaired,  the Administrative Agent may call for additional indemnity and cease,
or not  commence,  to do the acts  indemnified  against  until  such  additional
indemnity is furnished. The agreements in this Section shall survive the payment
in full of the Obligations and all other amounts payable hereunder and under the
other Operative Documents.

     Section  8.8.   Administrative  Agent  in  its  Individual  Capacity.   The
Administrative  Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Lessee, the Owner Trustee,
the Agent  Certificate  Holder and any of the Certificate  Holders as though the
Administrative  Agent were not Administrative  Agent hereunder.  With respect to
the Loans made and all Obligations owing to it, the  Administrative  Agent shall
have the same rights and powers under this Loan  Agreement as any Lender and may
exercise  the same as though  it were not  Administrative  Agent,  and the terms
"Lender" and "Lenders" shall include the Administrative  Agent in its individual
capacity.

     Section 8.9. Successor  Administrative Agent. The Administrative Agent may,
at any time,  resign upon 20 days' written notice to the Lenders and the Lessee,
and be removed with cause by Required  Lenders upon 30 days'  written  notice to
the  Administrative  Agent.  Upon any such resignation or removal,  the Required


                                       12
<PAGE>

Lenders shall have the right to appoint a successor  Administrative Agent. If no
successor Administrative Agent shall have been so appointed by such Lenders, and
shall  have  accepted  such  appointment,  within 30 days  after  the  notice of
resignation   or  notice  of  removal,   as   appropriate,   then  the  retiring
Administrative Agent shall select a successor Administrative Agent provided such
successor is a Lender hereunder or a commercial bank organized under the laws of
the United States of America or of any State thereof and has a combined  capital
and surplus of at least $100,000,000.  Upon the acceptance of any appointment as
Administrative  Agent  hereunder by a successor,  such successor  Administrative
Agent shall thereupon succeed to and become vested with all the rights,  powers,
privileges  and duties of the retiring  Administrative  Agent,  and the retiring
Administrative  Agent shall be  discharged  from its duties and  obligations  as
Administrative   Agent  under  this  Loan  Agreement  and  the  other  Operative
Documents.  Notwithstanding  the foregoing,  the provisions of this Article VIII
shall inure to its benefit as to any actions  taken or omitted to be taken by it
while it was Administrative Agent under this Loan Agreement.


                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.1. Amendments and Waivers. Neither this Loan Agreement, any other
Operative Document, nor any terms hereof or thereof may be amended, supplemented
or modified  except in  accordance  with the  provisions  of Section 15.5 of the
Participation Agreement.

     Section  9.2.  Notices.  All  notices,  requests and demands to or upon the
respective  parties hereto shall be given in accordance with Section 15.3 of the
Participation Agreement.

     Section 9.3. No Waiver;  Cumulative Remedies. No failure to exercise and no
delay in exercising,  on the part of the Administrative Agent or any Lender, any
right,  remedy,  power or privilege  hereunder or under the other Loan Documents
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  remedy,  power or privilege  hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights,  remedies,  powers and privileges herein provided are cumulative and
not exclusive of any rights, remedies, powers and privileges provided by law.

     Section   9.4.   Survival   of   Representations   and   Warranties.    All
representations  and warranties made hereunder,  in the other Loan Documents and
in any  document,  certificate  or  statement  delivered  pursuant  hereto or in
connection  herewith  shall  survive  the  execution  and  delivery of this Loan
Agreement and the Notes and the making of the Loans hereunder.

     Section 9.5. Successors and Assigns;  Assignment by Lessor Trust. This Loan
Agreement  shall  be  binding  upon  and  inure  to the  benefit  of  the  Agent


                                       13
<PAGE>

Certificate  Holder,  each Certificate  Holder,  each Lender, the Administrative
Agent,  each  future  holder  of a Note  and  their  respective  successors  and
permitted  assigns;  provided that the Lessor Trust may not assign its rights or
obligations  hereunder  without the prior written consent of all of the Lenders.
All  assignments  and  participations  shall be subject  to  Article  XII of the
Participation Agreement.

     Section 9.6.  Counterparts.  This Loan  Agreement may be executed by one or
more  of  the  parties  to  this  Loan  Agreement  on  any  number  of  separate
counterparts  (including  by  telecopy),  and  all of  said  counterparts  taken
together shall be deemed to constitute one and the same instrument. A set of the
copies of this Loan Agreement signed by all the parties shall be lodged with the
Owner Trustee, the Agent Certificate Holder and the Administrative Agent.

     Section 9.7.  Severability.  Any provision of this Loan Agreement  which is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     Section  9.8.  Intention.  This  Loan  Agreement  and the  other  Operative
Documents  represent the agreement of the Lessor  Trust,  the Agent  Certificate
Holder, the Administrative  Agent, the Certificate  Holders and the Lenders with
respect to the subject matter hereof,  and there are no promises,  undertakings,
representations or warranties by the Administrative Agent or any Lender relative
to subject matter hereof not expressly set forth or referred to herein or in the
other Operative Documents.

     Section  9.9.  GOVERNING  LAW.  THIS LOAN  AGREEMENT  AND THE NOTES AND THE
RIGHTS AND  OBLIGATIONS  OF THE PARTIES UNDER THIS LOAN  AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED AND  INTERPRETED  IN  ACCORDANCE  WITH,  THE
INTERNAL LAWS OF THE STATE OF CALIFORNIA.

     Section 9.10. Limitation of Liability. The parties hereto agree that except
as specifically set forth in the Lease or in any other Operative Document,  none
of the Owner Trustee,  the Agent Certificate  Holder nor any Certificate  Holder
shall have any personal  liability  whatsoever  for any  liability or obligation
hereunder or under any other Operative Document (including,  without limitation,
obligations  with respect to the Loans and the Notes),  or for monetary  damages
for the breach of performance of any of the covenants contained herein or in any
other  Operative  Document  or for any other  claim  arising in any way from the
transactions  contemplated hereby or thereby.  The Administrative  Agent and the
Lenders agree,  that, in the event any of them pursues any remedies available to
them hereunder or under any other Operative Document, neither the Administrative
Agent nor the Lenders  shall have any recourse  against the Owner  Trustee,  the
Agent Certificate Holder or any Certificate  Holder for any deficiency,  loss or
claim for monetary damages,  and recourse shall be solely had against the Lessor
Trust's,  the  Agent  Certificate  Holder's  and/or  such  Certificate  Holder's
interest in the Property (but nothing contained herein shall be taken to prevent
recourse against or the enforcement of remedies against the Property pursuant to


                                       14
<PAGE>

the  Lease  and the  Assignment  of  Lease  and Rent in  respect  of any and all
liabilities,  obligations  and  undertakings  contained  herein  or in any other
Operative  Document);  provided,  however,  that the  Owner  Trustee,  the Agent
Certificate Holder and each Certificate Holder shall be liable in its individual
capacity (a) for its own willful  misconduct or gross  negligence (or negligence
in the handling of funds), (b) breach of any of its representations,  warranties
or covenants  under the  Operative  Documents,  or (c) for any Taxes based on or
measured by any fees,  commission or  compensation  received by it for acting as
the Owner Trustee,  the Agent Certificate  Holder or as a Certificate  Holder as
contemplated  by the  Operative  Documents.  It is  understood  and agreed that,
except as provided in the preceding sentence: (i) none of the Owner Trustee, the
Agent  Certificate  Holder nor any  Certificate  Holder  shall have any personal
liability under any of the Operative Documents as a result of acting pursuant to
and consistent with any of the Operative Documents;  (ii) all obligations of the
Owner Trustee,  the Agent Certificate  Holder and each Certificate Holder to the
Administrative  Agent and each Lender are solely nonrecourse  obligations except
to the extent that such party has received  payment  from others;  and (iii) all
such personal  liability of the Owner Trustee,  the Agent Certificate Holder and
each Certificate  Holder is expressly waived and released as a condition of, and
as consideration  for, the execution and delivery of the Operative  Documents by
the Owner Trustee, the Agent Certificate Holder and each Certificate Holder.




                                       15
<PAGE>




     IN WITNESS  WHEREOF,  the parties hereto have caused this Loan Agreement to
be duly executed and delivered by their proper and duly  authorized  officers as
of the day and year first above written.


                                        LODI 2000 DISTRIBUTION TRUST


                                        By: FIRST SECURITY BANK, NATIONAL
                                            ASSOCIATION, not in its individual
                                            capacity but solely as Owner Trustee



                                        By
                                          Name__________________________________
                                          Its___________________________________



                                        HARRIS TRUST AND SAVINGS BANK, as a
                                         Lender and Administrative Agent



                                        By
                                          Title_________________________________
                                          Name__________________________________



                                        BANK OF AMERICA, N.A., as a Lender



                                        By
                                          Title_________________________________
                                          Name__________________________________






                                       16
<PAGE>




                                    EXHIBIT A
                               (to Loan Agreement)
                                      NOTE


                                                                 July __, 2000
$-----------



     FOR VALUE  RECEIVED,  the  undersigned  Lessor Trust promises to pay to the
order of  ____________________________  (the  "Lender") on the Maturity Date the
principal sum of _________________ AND No/100 DOLLARS ($__________) or, if less,
the aggregate  unpaid  principal amount of all Loans made by the Lender pursuant
to that certain Loan  Agreement,  dated as of July 14, 2000  (together  with all
amendments, supplements, amendments and restatements and other modifications, if
any, from time to time thereafter made thereto, the "Loan Agreement"), among the
Lessor Trust, the various financial institutions  (including the Lender) as are,
or may from time to time  become,  parties  thereto and Harris Trust and Savings
Bank, as Administrative Agent (the "Administrative Agent").

     The Lessor  Trust also  promises to pay  interest  on the unpaid  principal
amount hereof from time to time  outstanding from the date hereof until maturity
(whether by acceleration  or otherwise) and, after maturity,  until paid, at the
rates per annum and on the dates specified in the Loan Agreement.

     Payments of both  principal  and interest are to be made without  setoff or
counterclaim  in lawful  money of the  United  States of  America in same day or
immediately  available  funds to the  Account  specified  in  Schedule II to the
Participation  Agreement (or to such other account as the  Administrative  Agent
may from time to time  designate  in a written  notice to the Agent  Certificate
Holder).

     This Note is one of the Notes  referred to in, and  evidences  indebtedness
incurred under, the Loan Agreement, to which reference is made for a description
of the security for this Note and for a statement of the terms and conditions on
which the  Lessor  Trust is  permitted  and  required  to make  prepayments  and
repayments of principal of the indebtedness  evidenced by this Note and on which
such indebtedness may be declared to be or automatically  become immediately due
and payable and is subject, without limitation,  to the restrictions on recourse
set forth in Section 9.10 of the Loan Agreement.

     The Lender is authorized to endorse the schedule  attached  hereto (and any
continuation thereof) in accordance with the provisions of the Loan Agreement.

     Capitalized terms used but not otherwise defined herein have the respective
meanings  specified  in  Appendix  A to the  Participation  Agreement  (as  such
Appendix A may be  amended,  supplemented,  amended and  restated  or  otherwise
modified from time to time).

     All parties hereto, whether as makers,  endorsers, or otherwise,  severally
waive presentment for payment, demand, protest and notice of dishonor.



<PAGE>

     THIS NOTE HAS BEEN  DELIVERED  AND SHALL BE  DEEMED TO BE A  CONTRACT  MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.

                                        LODI 2000 DISTRIBUTION TRUST

                                        By: FIRST SECURITY BANK, NATIONAL
                                            ASSOCIATION, not in its individual
                                            capacity but solely as Owner Trustee


                                        By
                                        Name:
                                        Title:





                                       2
<PAGE>

<TABLE>
<CAPTION>


                                SCHEDULE TO NOTE


==============================================================================================================================
    <S>             <C>                    <C>                   <C>                        <C>             <C>      <C>
                    AMOUNT OF          INTEREST PERIOD          AMOUNT OF                 UNPAID                    NOTATION
   DATE             LOAN MADE           IF APPLICABLE       PRINCIPAL REPAID         PRINCIPAL BALANCE      TOTAL    MADE BY
-------------------------------------------------------------------------------------------------------------------------------

                           Eurodollar                                Eurodollar                 Eurodollar
             Base Rate        Rate                       Base Rate      Rate        Base Rate     Rate
-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------------------

===============================================================================================================================
</TABLE>



                                       3
<PAGE>