<PAGE>

                                                                    Exhibit 10.5



                                                      Miami-Dade County, Florida

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

                   MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF
                    LEASES AND RENTS, FINANCING STATEMENT AND
                                 FIXTURE FILING

                                       BY

                             BENTLEY'S LUGGAGE CORP.
                                   Mortgagor,

                                       TO

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             as Agent and Mortgagee,


                            Relating to Premises in:

                           Miami-Dade County, Florida

                           DATED: As of June 19, 2001

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

                       This instrument was prepared by and
                     after recording should be returned to:

                               David G. Crumbaugh
                                Latham & Watkins
                            233 S. Wacker, Ste. 5800
                             Chicago, Illinois 60606
<PAGE>

THIS MORTGAGE IS GIVEN IN CONNECTION WITH A MULTISTATE TRANSACTION. THE
INDEBTEDNESS SECURED HEREBY IS EVIDENCED BY PROMISSORY NOTES EXECUTED OUTSIDE
THE STATE OF FLORIDA. THE INDEBTEDNESS SECURED HEREBY IS ALSO SECURED BY
MORTGAGES AND/OR DEEDS OF TRUST ENCUMBERING PROPERTY IN OTHER STATES. RECOVERY
UNDER THIS MORTGAGE IS LIMITED TO $7,700,000 IN PRINCIPAL PLUS INTEREST,
PROTECTIVE ADVANCES AND COSTS OF COLLECTION IN CONNECTION THEREWITH.

DOCUMENTARY STAMP TAX IN THE AMOUNT OF $26,950 IS BEING PAID ON THE DATE HEREOF
BASED ON THE LIMITED AMOUNT. INTANGIBLES TAX IN THE AMOUNT OF $ 14,000 IS BEING
PAID ON THE DATE HEREOF BASED ON THE VALUE OF THE PROPERTY ($7,000,000).


               MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES
                AND RENTS, FINANCING STATEMENT AND FIXTURE FILING
                -------------------------------------------------

     THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS,
FINANCING STATEMENT AND FIXTURE FILING ("Mortgage") is made as of June 19, 2001
by Bentley's Luggage Corp., a Florida corporation, with its principal office at
7401 Boone Avenue North, Brooklyn Park, Minnesota 55428 ("Mortgagor"), to
GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation, with its principal
office at 10 South LaSalle Street, Suite 2800, Chicago, Illinois 60603, as
mortgagee, assignee and secured party, in its capacity as agent on behalf of
itself as lender and for the Lenders as hereinafter defined (together with any
successors or assigns in such capacity, the "Agent" or "Mortgagee").


                                       I.
                                    RECITALS
                                    --------

     WHEREAS, Mortgagor is the owner and holder of fee simple title in and to
all of the real estate located in the County of Miami-Dade and State of Florida
(the "State"), more fully described in Exhibit A attached hereto (the
"Premises") and the owner of the Personal Property (as hereinafter defined),
which Premises forms a portion of the Property described below;

     WHEREAS, on June 19, 2001 Wilsons Leather Holdings Inc., a Minnesota
corporation ("Borrower") entered into that certain Third Amended and Restated
Credit Agreement by and among each of the financial institutions named therein
(the "Lenders"), the Agent, and certain of Borrower's corporate Affiliates (as
defined in the Credit Agreement) (as the same may be amended, modified or
otherwise supplemented and in effect from time to time, hereinafter the "Credit
Agreement");


                                       1
<PAGE>

     WHEREAS, Mortgagor is party to that certain Store Guarantors' Guaranty
dated as of May 25, 1996 (as amended , restated or otherwise modified from time
to time and reaffirmed by Mortgagor as of the date hereof, the "Guaranty")
whereby Mortgagor has guaranteed all of the Obligations (as this and other
capitalized terms not otherwise defined herein are defined in the Credit
Agreement) of Borrower under the Credit Agreement;

     WHEREAS, Mortgagor wishes to provide further assurance and security to the
Agent and the Lenders and as a condition to the Agent and the Lenders continuing
to make Loans and provide other financial accommodations to Borrower pursuant to
the Credit Agreement, the Agent and the Lenders are requiring that Mortgagor
grant to the Agent, on behalf of the Lenders, a security interest in and a first
mortgage lien upon the Property (as hereinafter defined) to secure all of
Mortgagor's obligations under the Guaranty;

     WHEREAS, Mortgagor is an Affiliate of Borrower, and as such will derive
direct and indirect economic benefits from the Loans and other financial
accommodations provided to Borrower by Agent and Lenders pursuant to the Credit
Agreement;

     WHEREAS, this Mortgage is being given by Mortgagor to secure (a) the
payment of all the obligations of Mortgagor under the Guaranty, this Mortgage
and the other Loan Documents, (b) together with the principal amount secured
hereby, interest thereon and any and all disbursements made by Mortgagee for the
payment of taxes, or insurance on the Property covered by the lien of this
Mortgage, and for reasonable attorneys' fees, loan commissions, service charges,
liquidated damages, expenses and court costs incurred in the collection of any
or all of such sums of money, and (c) the performance of all terms, covenants,
conditions, provisions, agreements and liabilities contained in the Guaranty,
this Mortgage and in the other Loan Documents (collectively, the "Secured
Indebtedness");

     WHEREAS, this Mortgage also secures Mortgagor's obligations under the
Guaranty relating to the payment of and includes all amounts owing by Borrower
with respect to all future or further advances of the loans made pursuant to the
Credit Agreement (the "Loans") as shall be made at all times, regardless of
whether proceeds of the Loans have or shall be disbursed by Mortgagee herein or
its successors or assigns, to and for the benefit of Borrower, its successors or
assigns, to the same extent as if such future advances were made on the date of
the execution of this Mortgage. The original principal amount of Secured
Indebtedness secured by this Mortgage is TWO HUNDRED FIFTEEN MILLION DOLLARS
($215,000,000) and may decrease or increase from time to time. Such further or
future advances shall bear interest at the same rate as specified in the Credit
Agreement unless such interest rate shall be modified by subsequent agreement.
The parties hereby acknowledge and intend that all advances, including future
advances whenever hereafter made, shall be a lien from the time this Mortgage is
recorded.


                                       2
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                                       II.
                                    THE GRANT
                                    ---------

     NOW, THEREFORE, in order to secure the payment of any and all Secured
Indebtedness, and in consideration of Ten and No/100 Dollars ($10.00) in hand
paid by Mortgagee to Mortgagor, the Recitals above stated, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Mortgagor GRANTS, BARGAINS, SELLS, ASSIGNS, RELEASES, ALIENATES,
TRANSFERS, WARRANTS, DEMISES, CONVEYS and MORTGAGES to Mortgagee and its
successors and assigns forever (and grants to Mortgagee and its successors and
assigns forever a continuing security interest in and to) all of Mortgagor's
estate, right, claim and interest in and to the Premises described on Exhibit A,
together with all Mortgagor's estate, right, claim and interest in and to the
following described property, all of which other property is pledged primarily
on a parity with the Premises and not secondarily (the Premises and the
following described rights, interests, claims and property are collectively
referred to as the "Property"):

          (a) all buildings, structures and other improvements of every kind and
     description now or hereafter erected, situated, or placed upon the Premises
     (the "Improvements"), together with any and all Personal Property (as
     defined in subsection (i) below) and all attachments now or hereafter owned
     by Mortgagor and located in or on, forming part of, attached to, used or
     intended to be used in connection with, or incorporated in any such
     Improvements, including all extensions of, additions to, betterments,
     renewals of, substitutions for and replacements for any of the foregoing;

          (b) all claim, demand, right, title and interest of Mortgagor, whether
     now owned or hereafter acquired, including without limitation, any
     after-acquired title, franchise, license, remainder or reversion, in and to
     any and all (i) land or vaults lying within the right-of-way of any street,
     avenue, way, passage, highway, or alley, open or proposed, vacated or
     otherwise, adjoining the Premises; (ii) alleys, sidewalks, streets,
     avenues, strips and gores of land belonging, adjacent or pertaining to the
     Premises or the Improvements; (iii) storm and sanitary sewer, water, gas,
     electric, railway and telephone services relating to the Premises and the
     Improvements; (iv) development rights, air rights, water, water rights,
     water stock, gas, oil, minerals, coal and other substances of any kind or
     character underlying or relating to the Premises or any part thereof; and
     (v) tenements, hereditaments, easements, appurtenances, other rights,
     liberties, reservations, allowances and privileges relating to the Premises
     or the Improvements or in any way now or hereafter appertaining thereto,
     including homestead and any other claims at law or in equity;

          (c) all leasehold estates and right, title and interest of Mortgagor,
     whether now owned or hereafter acquired, in and to any and all leases,
     subleases, management agreements, arrangements, concessions or agreements,
     written or oral, relating to the use and occupancy of the Premises or the
     Improvements or any portion thereof, now or hereafter existing or entered
     into (collectively "Leases");


                                       3
<PAGE>

          (d) all right, title and interest of Mortgagor, whether now owned or
     hereafter acquired, in and to any and all rents, issues, profits,
     royalties, revenue, advantages, income, avails, claims against guarantors,
     all cash or security deposits, advance rentals, deposits or payments given
     and other benefits now or hereafter derived directly or indirectly from the
     Premises and Improvements under the Leases or otherwise (collectively
     "Rents"), subject to the right, power and authority in the Assignments (as
     hereinafter defined) to collect and apply the Rents;

          (e) all right, title and interest of Mortgagor in and to all options
     to purchase or lease the Premises or the Improvements or any portion
     thereof or interest therein, or any other rights, interests or greater
     estates in the rights and properties comprising the Property now owned or
     hereafter acquired by Mortgagor;

          (f) any interests, estates or other claims of every name, kind or
     nature, both in law and in equity, which Mortgagor now has or may acquire
     in the Premises and Improvements or other rights, interests or properties
     comprising the Property now owned or hereafter acquired;

          (g) all rights of Mortgagor to any and all plans and specifications,
     designs, drawings and other matters prepared for any construction on the
     Premises or regarding the Improvements;

          (h) all rights of Mortgagor under any contracts executed by Mortgagor
     with any provider of goods or services for or in connection with any
     construction undertaken on or services performed or to be performed in
     connection with the Premises or the Improvements;

          (i) all right, title and interest of Mortgagor in and to all the
     following tangible personal property ("Personal Property") owned by
     Mortgagor and now or at any time hereafter located in, on or at the
     Premises or the Improvements and used or useful in connection therewith:

               (i) all building materials and equipment located upon the
          Premises and intended for construction, reconstruction, alteration,
          repair or incorporation in or to the Improvements now or hereafter to
          be constructed thereon, whether or not yet incorporated in such
          Improvements, (all of which shall be deemed to be included in the
          Property upon delivery thereto);

               (ii) all machines, machinery, fixtures, apparatus, equipment or
          articles used in supplying heating, gas, electricity,
          air-conditioning, water, light, power, plumbing, sprinkler, waste
          removal, refrigeration, ventilation, and all fire sprinklers, alarm
          systems, protection, electronic monitoring equipment and devices;


                                       4
<PAGE>

               (iii) all window, structural, maintenance and cleaning equipment
          and rigs; and

               (iv) all fixtures now or hereafter owned by Mortgagor and
          attached to or contained in and used or useful in connection with the
          Premises or the Improvements. All such property owned by Mortgagor and
          placed by it on the Premises or used in connection with the operation
          or maintenance shall, so far as permitted by law, be deemed for the
          purposes of this Mortgage to be part of the real estate constituting
          and located on the Premises and covered by this Mortgage. As to any of
          the property that is not part of such real estate or does not
          constitute a "fixture," as such term is defined in the Uniform
          Commercial Code of the State (the "Code"), this Mortgage shall be
          deemed to be a security agreement under the Uniform Commercial Code
          for the purpose of creating hereby a security interest in property,
          which Mortgagor hereby grants to the Mortgagee as "secured party" as
          defined in the Code. The enumeration of any specific items of Personal
          Property set forth herein shall in no way exclude or be held to
          exclude any items of property not specifically enumerated;

          (j) all the estate, interest, right, title or other claim or demand
     which the Mortgagor now has or may hereafter have or acquire with respect
     to (i) proceeds of insurance in effect with respect to the Property and
     (ii) any and all awards, claims for damages, judgments, settlements and
     other compensation made for or consequent upon the taking by condemnation,
     eminent domain or any like proceeding, or by any proceeding or purchase in
     lieu thereof, of the whole or any part of the Property, including, without
     limitation, any awards and compensation resulting from a change of grade of
     streets and awards and compensation for severance damages (collectively
     "Awards").

     TO HAVE AND TO HOLD the Property hereby mortgaged and conveyed or so
intended, together with its rents, issues and profits, unto the Mortgagee, its
successors and assigns, forever, for the uses and purposes herein set forth,
subject, however, only to the Permitted Exceptions (hereinafter defined).

     The Mortgagor hereby covenants with the Mortgagee and with the purchaser at
any foreclosure sale: that at the execution and delivery hereof, Mortgagor owns
the Property and has good, indefeasible estate therein, in fee simple; that the
Property is free from all encumbrances and exceptions to title (and any claim of
any other person) other than those encumbrances and exceptions which are
Permitted Encumbrances defined in the Credit Agreement or are listed on Exhibit
B hereto, without reimposing same ("Permitted Exceptions"); that it has good and
lawful right to sell, mortgage and convey the Property; and that Mortgagor and
its successors and assigns shall forever warrant and defend the Property against
all claims and demands whatsoever.

     If and when Mortgagor has paid all of the indebtedness evidenced by the
Term B Note, and has strictly performed and observed all of the agreements,
terms, conditions, provisions and warranties contained herein and there exist no
commitments of the Lenders under the Term B


                                       5
<PAGE>

Note or in the Credit Agreement that specifically relate to the Term B Note and
the indebtedness evidenced thereby, then this Mortgage and the estate, right and
interest of the Mortgagee in and to the Property shall cease and shall be
released at the cost of Mortgagor, but otherwise shall remain in full force and
effect.


                                      III.
                               GENERAL AGREEMENTS
                               ------------------

     3.1 Payment of Indebtedness. Mortgagor shall pay promptly and when due all
amounts owing by it in respect of the Guaranty and all other Secured
Indebtedness at the times and in the manner provided in the Guaranty, this
Mortgage, or any of the other Loan Documents. Each of the Revolving Notes, the
Term B Note and the Swing Line Note (as defined in the Credit Agreement;
hereinafter referred to as the "Notes") bears interest as therein provided. The
Notes provide for a variable rate of interest.

     3.2 Impositions. Except as otherwise permitted under the Credit Agreement,
Mortgagor shall pay immediately, when first due and owing, all general taxes,
special taxes, special assessments, water charges, sewer charges, and any other
charges, fees, taxes, claims, levies, expenses, liens and assessments, ordinary
or extraordinary, governmental or nongovernmental, statutory or otherwise (all
of the foregoing being herein collectively referred to as "Impositions"), that
may be asserted against the Property or any part thereof or interest therein.

     Mortgagor may, in good faith and with reasonable diligence, contest the
validity or amount of any Impositions in accordance with Section 5.2(b) of the
Credit Agreement.

     3.3 Payment of Impositions by Mortgagee. Upon the occurrence and during the
continuance of an Event of Default (as hereinafter defined), Mortgagee is hereby
authorized to make or advance, in the place and stead of Mortgagor, any payment
relating to Impositions, unless such Imposition is then being contested by
Mortgagor pursuant to Section 5.2(b) of the Credit Agreement. Mortgagee may do
so according to any bill, statement, or estimate procured from the appropriate
public office without inquiry into the accuracy or the validity of any
Impositions, lien, sale, forfeiture, or related title or claim. Mortgagee is
further authorized to make or advance, in place of Mortgagor, unless such matter
is being contested by Mortgagor in accordance with Section 5.2(b) of the Credit
Agreement, any payment relating to any apparent or threatened adverse title,
lien, statement of lien, encumbrance, claim, charge, or payment otherwise
relating to any other purpose herein and hereby authorized, but not enumerated
in this Section, whenever, in Mortgagee's judgment and discretion, such advance
seems necessary or desirable to protect the full security intended to be created
by this Mortgage, but only if nonpayment by Mortgagor constitutes an Event of
Default under the Credit Agreement. All such advances and indebtedness
authorized by this Section shall constitute Secured Indebtedness and shall be
repayable by Mortgagor upon demand with interest at the highest rate of interest
which may be due and owing from time to time on any loan and payable under the
Credit Agreement (the "Default Rate").


                                       6
<PAGE>

     3.4 Insurance, Damage to or Destruction of Collateral

     (a) Mortgagor shall, at its sole cost and expense, maintain the policies of
insurance described on Disclosure Schedule 3.18 of the Credit Agreement relating
to the Property or substantially equivalent coverage with reputable insurers. If
Mortgagor at any time or times hereafter shall fail to obtain or maintain any of
the policies of insurance required above or to pay all premiums relating
thereto, Mortgagee may at any time or times thereafter obtain and maintain such
policies of insurance and pay such premium and take any other action with
respect thereto which Mortgagee deems reasonably advisable. Mortgagee shall have
no obligation to obtain insurance for Mortgagor or pay any premiums therefor. By
doing so, Mortgagee shall not be deemed to have waived any Event of Default
arising from Mortgagor's failure to maintain such insurance or pay any premiums
therefor. All sums so disbursed, including reasonable attorneys' fees, court
costs and other charges related thereto, shall be payable on demand by Mortgagor
to Mortgagee and shall be additional Secured Indebtedness. Mortgagor must
provide Mortgagee fifteen (15) days prior written notice of any non-renewal,
cancellation or amendment of the insurance policies required above.

     (b) Mortgagor irrevocably makes, constitutes and appoints Mortgagee (and
all officers, employees or agents designated by Mortgagee) as its true and
lawful agent and attorney-in-fact for the purpose of making, settling and
adjusting claims under such policies of insurance requested above, endorsing the
name of Mortgagor on any check or other item of payment for the proceeds of such
policies of insurance and for making all determinations and decisions with
respect to such policies of insurance; provided that so long as no Event of
Default shall have occurred and be continuing, Mortgagor shall have the right to
direct any such settlements and adjustments in its sole discretion. Mortgagor
shall promptly notify Mortgagee of any loss, damage, or destruction to the
Property in the amount of $1,000,000 or more, whether or not covered by
insurance. If an Event of Default shall have occurred and be continuing,
Mortgagee is hereby authorized to collect all insurance proceeds relating to the
Property . After deducting from such proceeds the expenses, if any, incurred by
Mortgagee or Mortgagor in the collection or handling thereof, Mortgagee may, at
its option, apply all net proceeds to the Secured Indebtedness in accordance
with the Credit Agreement or permit or require Mortgagor to use such money, or
any part thereof, to replace the Property in a diligent and expeditious manner.
Notwithstanding the foregoing, if the casualty giving rise to such insurance
proceeds would not reasonably be expected to have a Material Adverse Effect (as
defined in the Credit Agreement) and such insurance proceeds do not exceed
$5,000,000 in the aggregate, Mortgagee shall permit Mortgagor to replace the
Property, and shall release such insurance proceeds therefor, so long as no
Event of Default shall have occurred and be continuing at the time of any
requested release of funds; provided that, if Mortgagor shall not have completed
the replacement of the Property within 270 days of such casualty (excluding
delays due to force majeure), Mortgagee may apply such insurance proceeds to the
Secured Indebtedness in accordance with the Credit Agreement. Except as
otherwise provided in this Section and in the Credit Agreement, all insurance
proceeds which are to be made available to Mortgagor to replace the Property
shall first be applied by


                                       7
<PAGE>

Mortgagee in accordance with the Credit Agreement, and any excess shall be
released to Mortgagor.

     3.5 Condemnation and Eminent Domain. Mortgagor shall give Mortgagee prompt
notice of all proceedings, instituted or threatened, seeking condemnation or a
taking by eminent domain or like process (herein collectively called "Taking"),
of all or any part of the Property or affecting any related easement or
appurtenance (including severance of, consequential damage to, or change in
grade of streets), and shall deliver to Mortgagee copies of any and all papers
served in connection with any such proceeding. Mortgagor hereby assigns,
transfers and sets over unto Mortgagee the entire proceeds of any and all Awards
resulting from any Taking. Mortgagee is hereby authorized to collect and receive
from the condemnation authorities all Awards and is further authorized to give
appropriate receipts and acquittances. The proceeds of any and all Awards
resulting from any Taking shall be applied as provided under Section 1.3(d) of
the Credit Agreement.

     3.6 Maintenance of Property. Mortgagor shall:

          (a) promptly repair, restore, replace or rebuild any material portion
     of the Property which may become damaged, destroyed, altered, removed,
     severed, or demolished, whether or not proceeds of insurance are available
     or sufficient for the purpose, with replacements at least equal in quality
     and condition as previously existed, free from any security interest in,
     encumbrances on or reservation of title thereto except the lien of this
     Mortgage and the Permitted Exceptions;

          (b) keep the Property in good condition and repair, normal wear and
     tear excepted, without waste, and free from mechanics', materialmen's or
     like liens or claims except for Permitted Exceptions; and

          (c) not make any material alterations in the Property, except as
     required by law or municipal ordinance or in the ordinary course of
     business, without consent of Mortgagee, which consent shall not be
     unreasonably withheld.

     3.7 Prohibited Liens and Transfers.

          (a) Except as otherwise provided in Section 6.7 of the Credit
     Agreement and except for the Permitted Exceptions, Mortgagor shall not
     create, suffer, or permit to be created or filed against the Property any
     mortgage lien or other lien superior or inferior to the lien created by
     this Mortgage. Mortgagor may contest any lien claim arising from any work
     performed, material furnished, or obligation incurred by Mortgagor as
     provided in Section 5.2(b) of the Credit Agreement.

          (b) Except as otherwise provided in Section 6.8 of the Credit
     Agreement, Mortgagor may not sell, lease or convey all or any part of the
     Property or any interest therein.


                                       8
<PAGE>

     3.8 Stamp Taxes. If at any time the United States government, or any
federal, state, or municipal governmental subdivision, requires Internal Revenue
or other documentary stamps or levies any tax on this Mortgage or any of the
Loan Documents, or requires payment of any tax in the nature of or comparable to
the United States Interest Equalization Tax on the Secured Indebtedness, then
Mortgagor shall pay such tax, including interest and penalties, in the required
manner.

     3.9 Change in Tax Laws. In the event of the enactment, after the date of
this Mortgage, of any law of the United States of America, or any state or
political subdivision thereof, (i) deducting from the value of the Premises, for
the purpose of taxation, the amount of any lien thereon; (ii) imposing upon
Mortgagee the payment of all or any part of the taxes, assessments, charges or
liens hereby required to be paid by Mortgagor, or (iii) changing in any way the
laws relating to the taxation of mortgages or debts secured by mortgages or
Mortgagor's interest in the Property, or the manner of collection of taxes, so
as to adversely affect this Mortgage or the Secured Indebtedness; then
Mortgagor, upon demand by Mortgagee, shall pay such taxes, assessments, charges,
or liens or reimburse Mortgagee therefor. If, in the reasonable opinion of
counsel for Mortgagee, it would be unlawful to require Mortgagor to make such
payment or the making of such payment might result in the imposition of interest
beyond the maximum amount permitted by law, then Mortgagee may elect, by notice
in writing given to Mortgagor, to declare all of the Secured Indebtedness to
become due and payable within one hundred eighty (180) days after the giving of
such notice. Nothing contained in this Section 3.9 shall be construed as
obligating Mortgagor to pay any portion of Mortgagee's federal or state income
or corporate franchise tax.

     3.10 Assignment of Leases and Rents. All right, title, and interest of
Mortgagor in and to all present Leases affecting the Property and including and
together with any and all future Leases, written or oral, upon all or any part
of the Property and together with all of the rents, income, receipts, revenues,
issues, avails and profits from or due or arising out of the Property are hereby
transferred and assigned simultaneously herewith to Mortgagee as further
security for the payment of the Secured Indebtedness. Each Lease shall be
subordinate to this Mortgage. Although it is the intention of the parties that
the assignment contained in this Section shall be a present assignment, it is
expressly understood and agreed, anything to the contrary notwithstanding, that
Mortgagee shall not exercise any of the rights or powers conferred upon it by
this Section until an Event of Default shall exist under this Mortgage.

     Following the occurrence and during the continuance of an Event of Default,
(a) Mortgagee shall have the rights and powers as are provided herein, (b) this
Mortgage shall constitute a direction to each lessee under the Leases and each
guarantor thereof to pay all Rents directly to Mortgagee without proof of the
Event of Default, and (c) Mortgagee shall have the authority, as Mortgagor's
attorney-in-fact (such authority being coupled with an interest and
irrevocable), to sign the name of Mortgagor and to bind Mortgagor on all papers
and documents relating to the operation, leasing and maintenance of the
Property.


                                       9
<PAGE>

     Mortgagee shall not be obligated to perform or discharge any obligation,
duty or liability under any Lease, and Mortgagor shall and does hereby agree,
except to the extent of Mortgagee's gross negligence or willful misconduct, to
indemnify and hold the Mortgagee harmless of and from any and all liability,
loss or damage which it may or might incur under any Lease or under or by reason
of their assignments and of and from any and all claims and demands whatsoever
which may be asserted against it by reason of all alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants or
agreements contained in such Lease. Should Mortgagee incur any such liability,
loss or damage under any Lease or under or by reason of its assignment, or in
the defense of any claims or demands, the amount thereof, including costs,
expenses and reasonable attorneys' fees, shall be secured hereby, and Mortgagor
shall reimburse Mortgagee therefor immediately upon demand with interest payable
at the Default Rate.

     3.11 Uniform Commercial Code. This Mortgage constitutes a Security
Agreement as that term is used in the Code with respect to: (i) all sums at any
time on deposit for the benefit of Mortgagee pursuant to any of the provisions
of this Mortgage or any of the Loan Documents; and (ii) any part of the Property
which may or might now or hereafter be or be deemed to be personal property,
fixtures or property (including all replacements, additions and substitutions)
other than real estate (collectively "Collateral"). All of Mortgagor's right,
title and interest in the Collateral is hereby assigned to Mortgagee to secure
the payment of the Secured Indebtedness and the performance of all of
Mortgagor's obligations. All of the terms, provisions, conditions and agreements
contained in this Mortgage apply to the Collateral as fully and to the same
extent as to any other property comprising the Property.

     At any time after an Event of Default has occurred and is continuing,
Mortgagee shall have the remedies of a Secured Party under the Code, including
without limitation the right to take immediate and exclusive possession of the
Collateral or any part thereof.

     The remedies of Mortgagee hereunder are cumulative and the exercise of any
one or more of the remedies provided for herein or under the Code shall not be
construed as a waiver of any of the other remedies of the Mortgagee, including
having the Collateral deemed part of the realty upon any foreclosure so long as
any part of the Secured Indebtedness remains unsatisfied. To the extent
permitted by applicable law, the security interest created hereby is
specifically intended to cover and include all Leases between the Mortgagor, as
lessor, and various tenants, as lessee, including all extensions and renewals of
the Lease terms, as well as any amendments to or replacements of the Leases,
together with all of the right, title and interest of the Mortgagor as lessor,
including, without limiting the generality of the foregoing, the present and
continuing right to: (i) make claim for, collect, receive and receipt for any
and all of the Rents, and moneys payable as damages or in lieu of the Rents and
moneys payable as the purchase price of the Property or any part thereof or
claims for money and other sums of money payable or receivable thereunder
howsoever payable; and (ii) bring actions and proceedings thereunder or for the
enforcement thereof, and to do any and all things which Mortgagor or any lessor
is or may become entitled to do under the Leases.


                                       10
<PAGE>

     This Mortgage is intended to be a "fixture filing" within the purview of
Sections 9-313 and 9-402 of the Code with respect to the items of Personal
Property which are or may become fixtures relating to the Premises upon
recording of this Mortgage in the real estate records of the proper office. The
addresses of Mortgagor (Debtor) and Mortgagee (Secured Party) are hereinbelow
set forth in Section 5.1 hereof.

     3.12 Releases. Without notice and without regard to the consideration
therefor, and to the existence at that time of any inferior liens, Mortgagee may
release from the lien created hereby all or any part of the Property, or release
from liability any person obligated to repay any of the Secured Indebtedness,
without affecting the liability of any party to any of the Guaranty, the Notes,
this Mortgage, or any of the other Loan Documents (including without limitation
any guaranty given as additional security) and without in any way affecting the
priority of the lien created hereby. Mortgagee may agree with any liable party
to extend the time for payment of any part or all of the Secured Indebtedness.
Such agreement shall not in any way release or impair the lien created by this
Mortgage or reduce or modify the liability of any person or entity obligated
personally to repay the Secured Indebtedness, but shall extend the lien created
by this Mortgage as against the title of all parties having any interest in the
Property.

     3.13 Ownership of Property. Mortgagor represents and warrants to Mortgagee
that Mortgagor has good and marketable title to, or valid leasehold interests
in, all of the Property. Mortgagor has received all deeds, assignments, waivers,
consents, nondisturbance and attornment or similar agreements, bills of sale and
other documents, and has duly effected all recordings, filings and other actions
necessary to establish, protect and perfect Mortgagor's right, title and
interest in and to the Property. As of the date hereof, no portion of the
Premises has suffered any material damage by fire or other casualty loss that
has not heretofore been repaired and restored in all material respects to its
original condition or otherwise remedied. As of the date hereof, all material
permits required to have been issued or appropriate to enable the Premises to be
lawfully occupied and used for all of the purposes for which it is currently
occupied and used have been lawfully issued and are in full force and effect.

     3.14 Hazardous Materials. Mortgagor represents and warrants to Mortgagee
(i) that the Premises is free of contamination from any Hazardous Material (as
defined below) in such form and quantity so as to create any material unpaid
liability for Mortgagor; (ii) Mortgagor has not caused or suffered to occur any
Release (as defined below) with respect to any Hazardous Material at, under,
above or upon the Premises where such Release would violate in any material
respect, or form the basis for any material Environmental Liabilities (as
defined in the Credit Agreement) under any Environmental Laws (as defined in the
Credit Agreement) or Environmental Permits (as defined in the Credit Agreement)
or would otherwise materially and adversely impact the value or marketability of
the Premises; and (iii) Mortgagor is not involved in operations that are likely
to result in the imposition of any lien on its assets or any material liability
under any Environmental Law, and Mortgagor has not permitted any tenant or
occupant of the Premises to engage in any such operations. As used herein,
"Hazardous Material" shall mean any substance, material or waste, the
generation, handling, storage, treatment or disposal of


                                       11
<PAGE>

which is regulated by or forms the basis of liability now or hereafter under,
any governmental authority in any jurisdiction in which the Premises is located
or Mortgagor has owned, leased, or operated real property or disposed of
hazardous materials, or by any Federal government authority, including, without
limitation, any material or substance which is (a) defined as a "solid waste,"
"hazardous waste," "hazardous material," "hazardous substance," "extremely
hazardous waste" or "restricted hazardous waste" or other similar term or phrase
under any Environmental Laws, (b) petroleum, or any fraction or by-product
thereof, asbestos, polychlorinated biphenyls (PCB's), any radioactive substance,
methane, volatile hydrocarbons or any industrial solvent, (c) designated as a
"hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C.
ss.ss. 1251 et seq. (33 U.S.C. ss. 1321) or listed pursuant to Section 307 of
the Clean Water Act (33 U.S.C. ss.1317), (d) defined as a "hazardous waste"
pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42
U.S.C. ss. 6901, et seq. (42 U.S.C. ss. 6903), or (e) defined as a "hazardous
substance" pursuant to Section 1012 of the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. ss.ss. 9601 et seq. (42 U.S.C. ss.ss.
9601). As used herein, "Release" shall mean, as to Mortgagor, any release,
spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, dumping of, leaching or migration of Hazardous Materials in the
indoor or outdoor environment by Mortgagor, including the movement of Hazardous
Material through or in the air, soil, surface water, ground water or property,
which, in any event, has resulted in the creation of any material unpaid
liability for Mortgagor.

     3.15 Environmental Matters. Mortgagor agrees to (i) notify Mortgagee
promptly after Mortgagor becomes aware of any Release upon the Premises which is
reasonably likely to result in Environmental Liabilities and costs in excess of
$200,000, and (ii) promptly forward to Mortgagee a copy of any order, notice,
permit, application or any communication or report received by Mortgagor in
connection with any such Release, its compliance with Environmental Laws and
Environmental Permits or any other matter relating to the Environmental Laws
that may affect the Premises or Mortgagor , in each case whether or not the
Environmental Protection Agency, any other federal agency or any state, local or
foreign environmental agency has taken or threatened any action in connection
with any such Release or other matter. If, following the occurrence and during
the continuance of any Event of Default, Mortgagor shall permit Mortgagee or its
representatives to have access to the Premises for the purpose of conducting
such environmental audits and testing as Mortgagee reasonably deems appropriate,
including Phase II environmental testing. Mortgagor shall reimburse Mortgagee
for the reasonable costs of such audits and tests and the same will constitute a
part of the Secured Indebtedness.

     3.16 Further Assurances. Mortgagor agrees that, upon request of Mortgagee
from time to time, it will, at Mortgagor's sole cost and expense, execute,
acknowledge and deliver all such additional instruments and further assurances
of title and will do or cause to be done all such further acts and things as may
reasonably be necessary to fully effectuate the intent of this Mortgage,
including without limitation, reimbursing Mortgagee for the costs of appraisals
of the Property, to the extent that Mortgagee reasonably determines that such
appraisals are required by any law or any governmental rule, regulation, policy,
guideline or directive (whether or not


                                       12
<PAGE>

having the force of law), or any interpretation thereof, including, without
limitation, the provisions of Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, and any rules promulgated to implement
such provisions. In the event that Mortgagor shall fail to do any of the
foregoing, Mortgagee may, in its sole discretion, do so in the name of
Mortgagor, and Mortgagor hereby appoints Mortgagee as its attorney-in-fact to do
any of the foregoing.


                                      IV.
                          EVENT OF DEFAULT AND REMEDIES
                          -----------------------------

     4.1 Event of Default. The following shall constitute an "Event of Default"
under this Mortgage: (i) the occurrence of an "Event of Default," as such term
is defined in the Credit Agreement, and (ii) the filing by Mortgagor a notice
pursuant to Florida Statutes Section 697.04 limiting the amount which may be
secured by this Mortgage.

     4.2 Acceleration of Maturity. Following the occurrence of an Event of
Default, the Secured Indebtedness shall become due and payable in accordance
with the terms of the Guaranty and the Credit Agreement. Upon acceleration,
Mortgagee may immediately proceed to foreclose this Mortgage and/or exercise any
right, power or remedy provided by this Mortgage, the Guaranty or any of the
other Loan Documents or by law or in equity conferred and pursue all remedies
afforded to a mortgagee under and pursuant to applicable law.

     4.3 Remedies Cumulative and Non-Waiver. No remedy or right of Mortgagee
hereunder or under the Guaranty, or any of the Loan Documents or otherwise, or
available under applicable law, shall be exclusive of any other right or remedy.
Each such remedy or right shall be in addition to every other remedy or right
now or hereafter existing under any such document or under applicable law. No
delay in the exercise of, or omission to exercise, any remedy or right accruing
on the occurrence of any Event of Default shall impair any such remedy or right
or be construed to be a waiver of any such Event of Default or an acquiescence
therein, nor shall it affect any subsequent Event of Default of the same or a
different nature, nor shall it extend or affect any grace period. Every remedy
or right may be exercised concurrently or independently, when and as often as
may be deemed expedient by the Mortgagee. All obligations of the Mortgagor, and
all rights, powers and remedies of the Mortgagee shall be in addition to, and
not in limitation of, those provided by law or in the Guaranty or contained in
any of the Loan Documents or any other written agreement or instrument relating
to any of the Secured Indebtedness or any security therefor.

     4.4 Expenses. In any proceeding to foreclose the lien of this Mortgage or
enforce any other remedy of Mortgagee under the Credit Agreement, the Guaranty,
this Mortgage, or the other Loan Documents, or in any other proceeding in
connection with any of the Loan Documents or any of the Property in which
Mortgagee is named as a party, there shall be allowed and included, as
additional indebtedness in the judgment or decree resulting all related expenses
paid or incurred by or on behalf of Mortgagee. Such expenses shall include:
reasonable attorney's fees, appraiser's fees, outlays for documentary and expert
evidence, stenographer's


                                       13
<PAGE>

charges, publication costs, survey costs, and costs of procuring all abstracts
of title, title searches and examinations, title insurance policies, Torrens
certificates, and any similar data and assurances with respect to title to the
Property as Mortgagee may deem reasonably necessary either to prosecute or
defend any such proceeding or to evidence to bidders at any sale pursuant to
such decree the true condition of the title to or value of the Premises or the
Property. All foregoing expenses, and such expenses as may be incurred in the
protection of any of the Property and the maintenance of the lien of this
Mortgage, including the reasonable fees of any attorney employed by Mortgagee in
any litigation affecting the Credit Agreement, the Guaranty, this Mortgage, or
the Property, or in preparation for the commencement or defense of any
proceeding or threatened suit or proceeding (which may be estimated as to items
to be expended after entry of such judgment or decree), shall be due and payable
by Mortgagor upon demand with interest thereon at the Default Rate.

     4.5 Mortgagee's Performance of Mortgagor's Obligations. Following the
occurrence and during the continuance of an Event of Default, Mortgagee, either
before or after acceleration of the Secured Indebtedness or the foreclosure of
the lien hereof and during the period of redemption, if any, may, but shall not
be required to, make any payment or perform any act herein, in the Guaranty, any
of the Loan Documents or any document or instrument related thereto which is
required of Mortgagor (whether or not Mortgagor is personally liable therefor)
in any form and manner deemed expedient to Mortgagee; and Mortgagee may, but
shall not be required to, make full or partial payments of principal or interest
on any permitted prior mortgage or encumbrances and purchase, discharge,
compromise or settle any tax lien or other prior lien on title or claim thereof,
or redeem from any tax sale or forfeiture affecting the Premises, or contest any
Impositions and may, but shall not be required to, complete construction,
furnishing and equipping of the Improvements upon the Premises and rent, operate
and manage the Premises and such Improvements and pay operating costs and
expenses, including management fees, of every kind and nature in connection
therewith, so that the Premises and Improvements shall be operational and usable
for their intended purposes. All monies paid for any of the purposes herein
authorized, and all expenses paid or incurred in connection therewith, including
reasonable attorneys' fees and any other monies advanced by Mortgagee to protect
the Premises and the lien hereof, or to complete construction, furnishing and
equipping or to rent, operate and manage the Premises and such Improvements or
to pay any such operating costs and expenses thereof or to keep the Premises and
Improvements operational and usable for their intended purposes, shall
constitute Secured Indebtedness, whether or not they exceed the amount of the
Mortgagor's obligations under the Guaranty, and shall become due and payable
upon demand and with interest thereon at the Default Rate. Mortgagee, in making
any payment hereby authorized: (a) for the payment of Impositions, may do so
according to any bill or statement, without inquiry into the validity of any
tax, assessment, sale, forfeiture, tax lien or title or claim thereof; (b) for
the purchase, discharge, compromise or settlement of any other prior lien, may
do so without inquiry as to the validity or amount of any claim or lien which
may be asserted; or (c) for the completion of construction, furnishing or
equipping of the Improvements or the Premises or the rental, operation or
management of the Premises or the payment of operating cost and expenses
thereof, may do so in such amounts and to such persons as Mortgagee may deem


                                       14
<PAGE>

appropriate and may enter into such contracts therefor as Mortgagee may deem
appropriate or may perform the same itself.

     4.6 Right of Possession. In any case in which Mortgagee has a right to
institute foreclosure proceedings (whether or not the entire principal sum
secured hereby becomes immediately due and payable or whether before or after
the institution of foreclosure proceedings or whether before or after judgment
thereunder and at all times until the confirmation of sale) and upon Mortgagee's
request to the court, Mortgagor shall, immediately upon Mortgagee's demand,
surrender to Mortgagee, and Mortgagee shall be entitled to take actual
possession of the Property or any part thereof, personally or by its agent or
attorneys. Mortgagee may enter upon and take and maintain possession or may
apply to the court in which a foreclosure is pending to be placed in possession
of all or any part of the Property, together with all documents, books, records,
papers, and accounts of Mortgagor or the then owner of the Property relating
thereto. Mortgagee may exclude Mortgagor, such owner, and any agents and
servants from the Property. As attorney-in-fact or agent of Mortgagor or such
owner, or in its own name, Mortgagee may hold, operate, manage, and control all
or any part of the Property and conduct the business thereof, either personally
or by its agents. Mortgagee shall have full power to use such measures, legal or
equitable, as it may deem proper or necessary to enforce the payment or security
of the rents, issues, deposits, profits, and avails of the Property, including
actions for recovery of rent, actions in forcible detainer, and actions in
distress for rent, all without notice to Mortgagor.

     4.7 Priority of Rent Payments. Any rents, issues, deposits, profits, and
avails of the Property received by Mortgagee after taking possession of the
Property, or pursuant to any assignment to Mortgagee under the provisions of
this Mortgage or any of the other Loan Documents, shall be applied in the manner
set forth in Section 4.10 hereof.

     4.8 Appointment of Receiver. Upon, or at any time after, the filing of a
complaint to foreclose this Mortgage, the court in which such complaint is filed
shall appoint a receiver of the Property whenever Mortgagee when entitled to
possession so requests. Such appointment may be made either before or after
foreclosure sale pursuant to applicable law; without regard to the solvency or
insolvency, at the time of application for such receiver, of the person or
persons, if any, liable for the payment of the Secured Indebtedness; without
regard to the value of the Property at such time and whether or not the same is
occupied as a homestead; and without bond being required of the applicant.
Mortgagee or any employee of Mortgagee thereof may be appointed as such
receiver. Such receiver shall have all powers and duties prescribed by
applicable law, including the power to take possession, control, and care of the
Property and to collect all rents thereof during the pendency of such
foreclosure suit and, in the event of a sale and deficiency, where Mortgagor has
not waived its statutory rights of redemption, during the full statutory period
of redemption, as well as during any further times when Mortgagor or its
devisees, legatees, heirs, executors, administrators, legal representatives,
successors, or assigns, except for the intervention of such receiver, would be
entitled to collect such rents, and the power to make leases to be binding upon
all parties, including the Mortgagor after redemption, the purchaser at a sale
pursuant to a judgment of foreclosure and any person acquiring an interest in


                                       15
<PAGE>

the mortgaged real estate after entry of a judgment of foreclosure. In addition,
such receiver shall also have the following powers: (a) to extend or modify any
then existing leases, which extensions and modifications may provide for terms
to expire, or for options to lessees to extend or renew terms to expire, beyond
the maturity date of the Secured Indebtedness and beyond the date of the
issuance of a deed or deeds to a purchaser or purchasers at a foreclosure sale,
it being understood and agreed that any such leases, and the options or other
such provisions to be contained therein, shall be binding upon Mortgagor and all
persons whose interests in the Property are subject to the lien hereof and upon
the purchaser or purchasers at any foreclosure sale, notwithstanding any
redemption, discharge of the mortgage indebtedness, satisfaction of any
foreclosure judgment, or issuance of any certificate of sale or deed to any
purchaser; and (b) all other powers which may be necessary or are usual in such
cases for the protection, possession, control, management and operation of the
Property during the whole of the period of receivership. The court from time to
time, either before or after entry of judgment of foreclosure, may authorize the
receiver to apply the net income in his hands in payment in whole or in part of:
(a) the Secured Indebtedness, or any amounts included in any judgment of
foreclosure or supplemental judgment or other item for which Mortgagee is
authorized to make a protective advance, and (b) the deficiency in case of a
sale and deficiency.

     4.9 Foreclosure Sale. In the event of any foreclosure sale, the Property
may be sold in one or more parcels. Mortgagee may bid for and acquire the
Property or any part thereof at any sale made under or by virtue of this
Mortgage and, in lieu of paying cash therefor, may make settlement for the
purchase price by crediting against the purchase price the unpaid amounts due
and owing in respect of any Secured Indebtedness after deducting from the sales
price the expenses of the sale and the costs of the action or proceedings and
any other sums that Mortgagee is authorized to deduct under this Mortgage or
applicable law.

     4.10 Application of Proceeds. The proceeds of any foreclosure or other sale
of the Property shall be distributed and applied in accordance with Section
8.2(c) of the Credit Agreement, subject to applicable law.

     Mortgagee may adjourn from time to time any sale by it to be made under or
by virtue of this Mortgage by announcement at the time and place appointed for
such sale or for such adjourned sale or sales, and, except as otherwise provided
by any applicable provisions of law, Mortgagee, without further notice or
publication, may make such sale at the time and place to which the same shall be
so adjourned.

     4.11 Insurance Upon Foreclosure. In case of an insured loss after
foreclosure proceedings have been instituted, the proceeds of any insurance
policy or policies, if not applied in repairing, restoring, replacing or
rebuilding any portion of the Property, shall be used to pay the amount due in
accordance with any decree of foreclosure that may be entered in any such
proceedings, and the balance, if any, shall be paid as the court may direct. In
case of the foreclosure of this Mortgage, the court in its judgment may provide
that the judgment creditor may cause a new or additional loss clause to be
attached to each of said policies making the loss thereunder payable to said
judgment creditor; and any such foreclosure judgment may further


                                       16
<PAGE>

provide, unless the right of redemption has been waived, that in case of
redemption under said judgment, then, and in every such case, the redemptory may
cause the preceding loss clause attached to each insurance policy to be canceled
and a new loss clause to be attached thereto, making the loss thereunder payable
to such redemptory. In the event of foreclosure sale, Mortgagee is hereby
authorized, but not required, without the consent of Mortgagor, to assign or
cause a receiver to assign any and all insurance policies to the purchaser at
the sale, or to take such other action as Mortgagee may deem advisable, to cause
the interest of such purchaser to be protected by any of the said insurance
policies.

     4.12 Waiver of Statutory Rights. Mortgagor shall not apply for or avail
itself of any appraisement, valuation, redemption, stay, extension, or exemption
laws, or any so-called "moratorium laws," now existing or hereafter enacted, in
order to prevent or hinder the enforcement or foreclosure of this Mortgage, and
Mortgagor hereby waives the benefit of such laws. Mortgagor, for itself and all
who may claim through or under it, waives any and all rights to have the
Property and estates comprising the Property marshaled upon any foreclosure of
the lien of this Mortgage, and agrees that any court having jurisdiction to
foreclose such lien may order the Property sold in its entirety. Mortgagor
further waives any and all rights of redemption from foreclosure and from sale
under any order or decree of foreclosure of the lien created by this Mortgage,
for itself and on behalf of: (i) any trust estate of which the Premises are a
part; (ii) all beneficially interested persons; (iii) each and every person
acquiring any interest in the Property or title to the Premises subsequent to
the date of this Mortgage; and (iv) all other persons to the extent permitted by
the provisions of laws of the State in which the Premises are located.

     4.13 Effect of Judgment. The obtaining of any judgment by Mortgagee and any
levy of any execution under any judgment upon the Property shall not affect in
any manner or to any extent the Lien of this Mortgage upon the Property or any
part thereof, or any Liens, powers, rights and remedies of Mortgagee hereunder,
but such Liens, powers, rights and remedies shall continue unimpaired as before
until the judgment or levy is satisfied.


                                       V.
                                  MISCELLANEOUS
                                  -------------

     5.1 Notices. Except as otherwise provided herein, whenever it is provided
herein that any notice, demand, request, consent, approval, declaration or other
communication shall or may be given to or served upon any of the parties by any
other parties, or whenever any of the parties desires to give or serve upon any
other parties any communication with respect to this Mortgage, each such notice,
demand, request, consent, approval, declaration or other communication shall be
in writing and shall be deemed to have been validly served, given or delivered
(a) upon the earlier of actual receipt and three (3) Business Days after deposit
in the United States Mail, registered or certified mail, return receipt
requested, with proper postage prepaid, (b) upon transmission, when sent by
telecopy or other similar facsimile transmission (with such telecopy or
facsimile promptly confirmed by delivery of a copy by personal delivery or
United States Mail as otherwise provided in this Section 5.1), (c) one (1)
Business Day after deposit with a reputable


                                       17
<PAGE>

overnight courier with all charges prepaid or (d) when delivered, if
hand-delivered by messenger, all of which shall be addressed to the party to be
notified and sent to the address or facsimile number indicated hereinbelow or to
such other address (or facsimile number) as may be substituted by notice given
as herein provided. The giving of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Failure or delay in
delivering copies of any notice, demand, request, consent, approval, declaration
or other communication to any Person (other than Mortgagee or Mortgagor)
designated below to receive copies shall in no way adversely affect the
effectiveness of such notice, demand, request, consent, approval, declaration or
other communication:

     (i)   If to Mortgagor:

           Bentley's Luggage Corp.
           7401 Boone Avenue North
           Brooklyn Park, Minnesota 55428
           Attention:  Chief Financial Officer
           Telecopier No.: (612) 391-4906
           Telephone No.: (612) 391-4000

           with copies to:

           Faegre & Benson LLP
           2200 Wells Fargo Center
           90 South Seventh Street Minneapolis, Minnesota 55402
           Attention: Susan Jacobson
           Telecopier No.: (612) 766-1600
           Telephone No.: (612) 766-6808

     (ii)  If to Mortgagee:

           General Electric Capital Corporation
           10 South LaSalle Street
           Suite 2800
           Chicago, Illinois 60603
           Attention: Wilsons Leather Account Manager
           Telecopier No.: (312) 419-5992
           Telephone No.: (312) 419-5900

           with copies to:

           Latham & Watkins
           233 South Wacker Drive
           Suite 5800


                                       18
<PAGE>

           Chicago, Illinois 60606
           Attention: David G. Crumbaugh
           Telecopier No.: (312) 993-9767
           Telephone No.: (312) 876-7660

           and

           General Electric Capital Corporation
           201 High Ridge Road
           Stamford, Connecticut 06927-5100
           Attention: Corporate Counsel
           Telecopier No.: (203) 316-7889
           Telephone No.: (203) 316-7552

     5.2 Time of Essence. Time is of the essence of this Mortgage.

     5.3 Covenants Run with Land. All of the covenants of this Mortgage shall
run with the land constituting the Premises.

     5.4 GOVERNING LAW. THIS MORTGAGE SHALL BE CONSTRUED AND ENFORCED ACCORDING
TO THE LAWS OF THE STATE OF FLORIDA (WITHOUT REFERENCE TO CONFLICTS OF LAWS
PROVISIONS THEREOF). TO THE EXTENT THAT THIS MORTGAGE MAY OPERATE AS A SECURITY
AGREEMENT UNDER THE CODE, MORTGAGEE SHALL HAVE ALL RIGHTS AND REMEDIES CONFERRED
THEREIN FOR THE BENEFIT OF A SECURED PARTY AS SUCH TERM IS DEFINED IN THE CODE.

     5.5 Rights and Remedies Cumulative. All rights and remedies in this
Mortgage are cumulative. The holder of every obligation secured hereby may
recover judgment, issue execution therefor, and resort to every other right or
remedy available at law or in equity, without first exhausting and without
affecting or impairing the security of any right or remedy.

     5.6 Severability. If any provision of this Mortgage, or any section,
sentence, clause, phrase, or word, or their application, in any circumstance, is
held invalid, the validity of the remainder of this Mortgage shall be construed
as if such invalid part were never included.

     5.7 Non-Waiver. Unless expressly provided in this Mortgage to the contrary,
no consent or waiver, express or implied, by any party, to or of any breach or
default by any other party shall be deemed a consent to or waiver of the
performance by such defaulting party of any other obligations or the performance
by any other party of the same, or of any other, obligations.

     5.8 Headings. The headings of sections and paragraphs in this Mortgage are
for convenience or reference only and shall not be construed in any way to limit
or define the content, scope, or intent of the provisions.


                                       19
<PAGE>

     5.9 Grammar. As used in this Mortgage, the singular shall include the
plural, and masculine, feminine, and neuter pronouns shall be fully
interchangeable, where the context so requires.

     5.10 Deed in Trust. If title to the Property or any part thereof is now or
hereafter becomes vested in a trustee, any prohibition or restriction against
the creation of any lien on the Property shall be construed as a similar
prohibition or restriction against the creation of any lien on or security
interest in the beneficial interest of such trust.

     5.11 Successors and Assigns. This Mortgage shall be binding upon Mortgagor,
its successors, assigns, legal representatives, and all other persons or
entities claiming under or through Mortgagor. "Mortgagor," when used herein,
shall include all such persons and entities and any others liable for the
payment of the Secured Indebtedness, or any part thereof, whether or not they
have executed the Guaranty or this Mortgage. The word "Mortgagee," when used
herein, shall include each of: (i) the Agent in its capacity as a Lender and as
Agent for the Lenders; and (ii) the Lenders, together with each of their
successors, assigns and legal representatives.

     5.12 Mortgagee in Possession. Nothing contained in this Mortgage shall be
construed as constituting Mortgagee a mortgagee in possession in the absence of
the actual taking of possession of the Property.

     5.13 Compliance with Applicable Law. Anything elsewhere herein contained to
the contrary notwithstanding,

          (a) In the event that any provision in this Mortgage shall be
     inconsistent with any provision of applicable law, the provisions of
     applicable law shall take precedence over the provisions of this Mortgage,
     but shall not invalidate or render unenforceable any other provision of
     this Mortgage that can be construed in a manner consistent with applicable
     law; and

          (b) If any provision of this Mortgage shall grant to Mortgagee any
     rights or remedies upon default of the Mortgagor which are more limited
     than the rights that would otherwise be vested in Mortgagee under
     applicable law in the absence of said provision, Mortgagee shall be vested
     with the rights granted under applicable law to the full extent permitted
     by law.

          (c) The obligation of Borrower, Mortgagor and the other Credit Parties
     with respect to the payment of interest under the Notes is governed by the
     law of the State of Illinois applicable to contracts made and performed in
     that State. Without limitation of such express choice of law, it is the
     intention of the parties to conform strictly to the usury laws, whether
     state or federal, that are applicable to the respective Loan Documents. All
     agreements between Mortgagor and Mortgagee, whether now existing or
     hereafter arising and whether oral or written, are hereby expressly limited
     so that in no contingency or event whatsoever shall the amount paid or
     agreed to be paid by Mortgagor for the use, forbearance or detention of the
     money to be loaned under any of the Loan Documents, or for the payment or
     performance of any covenant or


                                       20
<PAGE>

     obligation contained herein or in the Loan Documents, exceed the maximum
     amount permissible under applicable federal or state usury laws. If under
     any circumstances whatsoever fulfillment of any provision hereof or of any
     Loan Document, at the time performance of such provision shall be due,
     shall involve exceeding the limit of validity prescribed by law, then the
     obligation to be fulfilled shall be reduced to the limit of such validity.
     If under any circumstances Mortgagor shall have paid an amount deemed
     interest by applicable law, which would exceed the highest lawful rate,
     such amount that would be excessive interest under applicable usury laws
     shall be applied to the reduction of the principal amount owing in respect
     of the Loans and not to the payment of interest, or if such excessive
     interest exceeds the unpaid balance of principal and any other amounts due
     hereunder, the excess shall be refunded to Mortgagor. All sums paid or
     agreed to be paid for the use, forbearance or detention of the principal
     under the Loans shall, to the extent permitted by applicable law, and to
     the extent necessary to preclude exceeding the limit of validity prescribed
     by law, be amortized, prorated, allocated and spread from the date of this
     Mortgage until payment in full of the Secured Indebtedness so that the
     actual rate of interest on account of such principal amounts is uniform
     throughout the term hereof. The terms and provisions of this subparagraph
     shall control and supersede every other provision of any Loan Document.

     5.14 Incorporation of Credit Agreement. The terms of the Credit Agreement
are incorporated by reference herein as though set forth in full detail. In the
event of any conflict between the terms and provisions of this Mortgage and the
Credit Agreement, the terms and provisions of the Credit Agreement shall
control.

     5.15 Revolving Credit. This Mortgage secures such future or additional
advances (in addition to the principal amount of the Secured Indebtedness) as
may be made by Lenders, at their exclusive option, to Borrower or its successors
or assigns in title, for any purpose, provided that all such advances are made
within twenty (20) years from the date of this Mortgage or within such lesser
period of time as may be provided by law as a prerequisite for the sufficiency
of actual notice or record notice of such optional future or additional advances
as against the rights of creditors or subsequent purchasers for valuable
consideration to the same extent as if such future or additional advances were
made on the date of the execution of this Mortgage. The total amount of
Indebtedness secured by this Mortgage may be increased or decreased from time to
time, but the total unpaid balance so secured at any one time shall not exceed
the maximum principal amount of THREE HUNDRED MILLION DOLLARS ($300,000,000)
plus interest thereon and any disbursements made under the Mortgage for the
payment of impositions, taxes, assessments, levies, insurance, or otherwise,
with interest on such disbursements. It is the intent of the parties that this
Mortgage shall secure the payment of the Secured Indebtedness and any additional
advances made from time to time pursuant to any additional notes or otherwise,
all of said indebtedness being equally secured hereby and having the same
priority as any amounts advanced as of the date of this Mortgage. It is agreed
that any additional sum or sums advanced by Mortgagee shall be equally secured
with, and have the same priority as, the original Indebtedness and shall be
subject to all of the terms, provisions and conditions of this Mortgage,


                                       21
<PAGE>

whether or not such additional loans or advances are evidenced by other
promissory notes of Mortgagor and whether or not identified by a recital that it
or they are secured by this Mortgage.

     5.16 WAIVER OF JURY TRIAL. MORTGAGOR, MORTGAGEE AND LENDERS HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS MORTGAGE OR ANY OTHER LOAN DOCUMENTS CONTEMPLATED TO BE EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF EITHER PARTY OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS OR IN ANY WAY RELATING
TO THE LOAN OR THE MORTGAGED PROPERTY (INCLUDING, WITHOUT LIMITATION, ANY ACTION
TO RESCIND OR CANCEL THIS MORTGAGE, AND ANY CLAIMS OR DEFENSES ASSERTING THAT
THIS MORTGAGE WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE). THIS
WAIVER IS A MATERIAL INDUCEMENT FOR MORTGAGEE AND LENDERS TO ACCEPT THIS
MORTGAGE.

     5.17 Copy Provided. The Mortgagor acknowledges that it has received a true
copy of this Mortgage, provided without charge.


                            (SIGNATURE PAGE FOLLOWS)


                                       22
<PAGE>

     IN WITNESS WHEREOF, Mortgagor has duly signed and delivered this Mortgage
as of the date first above written.


                                       BENTLEY'S LUGGAGE CORP.,
                                       a Florida corporation


                                       By: /s/ Peter G. Michielutti
                                           -------------------------------------
                                       Name: Peter G. Michielutti
                                             -----------------------------------
                                       Title: Senior Vice President and Chief
                                              ----------------------------------
                                              Financial Officer
                                              ----------------------------------



Witnesses:

/s/ Corrine G. Lapinsky
-----------------------------
Corrine G. Lapinsky
                                               [SEAL]
/s/ Joseph M. Mallack
-----------------------------
Joseph M. Mallack


                                       23
<PAGE>

STATE OF MINNESOTA         )
                           )SS
COUNTY OF HENNEPIN         )

     The foregoing instrument was acknowledged before me this 15th day of June,
2001, by Peter G. Michielutti as Senior Vice President and CFO of BENTLEY'S
LUGGAGE CORP., a Florida corporation, on behalf of said corporation. He/She is
personally known to me or has produced known as identification.


     WITNESS my hand and official seal.

                                       /s/ Joanne S. Swandby
                                       -----------------------------------------
                                       Notary Public in and for
                                       said County and State


[SEAL]


                                       24
<PAGE>

                                    EXHIBIT A
                                    ---------

                                LEGAL DESCRIPTION


Lot 12, Block 1 of JETSTREAM SUBDIVISION, according to the Plat thereof as
recorded in Plat Book 129, Page 96 of the Public Records of MIAMI-DADE County,
Florida.

AND

The South 80 feet of Lot 4 and Lot 5 LESS the South 210 feet thereof, Block 1 of
the MIAMI INTERNATIONAL PARK, according to the Plat thereof as recorded in Plat
Book 116, Page 98 of the Public Records of MIAMI-DADE County, Florida



                                      A-1
<PAGE>

                                    EXHIBIT B
                                    ---------

                              PERMITTED EXCEPTIONS

1.   The lien of the taxes for the year 2001 and all subsequent years, which are
     not yet due and payable.

2.   Subject to any and all matters as recited on the Plat of MIAMI
     INTERNATIONAL PARK recorded in Plat Book 116, Page(s) 98, DADE County
     Records.

3.   Subject to any and all matters as recited on the Plat of JETSTREAM
     SUBDIVISION recorded in Plat Book 129, Page(s) 96, DADE County Records.

4.   Reservations of mineral rights in favor of the Trustees of the Internal
     Improvement Fund of Florida as disclosed in INDENTURE dated January 12,
     1917, recorded March 6, 1918 in Deed Book 176, Page 339, as affected by;
     The right of entry and exploration has been released as disclosed in
     QUITCLAIM DEED dated March 17, 1981, recorded March 19, 1981 in O.R. Book
     11046, Page 892, DADE County Records.

5.   Terms and Conditions including provisions for private charges, assessments
     and lien rights, shown in the DECLARATION OF RESTRICTIONS AND COVENANTS FOR
     JETSTREAM SUBDIVISION by M.A. Grondin, Trustee, and Individually, dated
     July 3, 1986, recorded October 1, 1986 in O.R. Book 13036, Page 3704, as
     affected by;

     FIRST AMENDMENT TO DECLARATION OF RESTRICTIONS AND COVENANTS FOR JETSTREAM
     SUBDIVISION dated October 23, 1986, recorded October 29, 1986 in O.R. Book
     13066, Page 3024, DADE County Records .

     ...but deleting any covenant, condition or restriction indicating a
     preference, limitation or discrimination based on race, color, religion,
     sex, handicap, familial status, or national origin to the extent such
     covenants, conditions or restrictions violate 42 USC 3604(c).

6.   Survey by MANUCY, INC., as Order Number 47289, dated November 24, 1986,
     revised June 3, 1998, last revised ____________, discloses the following:

     (a)  Proposed F.P.L. Easement located on the Easterly portion of Lot 12,
          Block 1, Jet Stream Subdivision (Plat Book 129, Page 96);
     (b)  Fence encroaches North of the South line of the subject property;
     (c)  C.B.S, walls cross the Northeast and Southeast corners of the subject
          property.


                                     B-1