MORTGAGE AND SECURITY AGREEMENT


                        QUARTERDECK APARTMENTS LLC,


                                 MORTGAGOR


                                    AND


                         FIRST UNION NATIONAL BANK,


                                 MORTGAGEE


                        DATED: AS OF JUNE 24, 1999



THIS INSTRUMENT AFFECTS REAL AND PERSONAL PROPERTY SITUATED IN THE STATE OF
SOUTH  CAROLINA,  COUNTY  OF CHARLESTON, KNOWN BY THE STREET ADDRESS OF 550
HARBOR COVE LANE.





THIS INSTRUMENT IS TO BE FILED  AND  INDEXED IN THE REAL ESTATE RECORDS AND
IS ALSO TO BE INDEXED IN THE INDEX OF  FINANCING STATEMENTS UNDER THE NAMES
OF MORTGAGOR,  AS "DEBTOR", AND MORTGAGEE, AS "SECURED PARTY".


                           RECORD AND RETURN TO:
                    Orrick, Herrington & Sutcliffe LLP
                             666 Fifth Avenue
                         New York, New York 10103
                         Attention:  Erin O'Brien

                           FUNB Loan No. _______

<PAGE>
          THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made as
of the 24th day of June, 1999, by QUARTERDECK  APARTMENTS  LLC,  a  Georgia
limited  liability  company  ("Mortgagor"), whose address is c/o Dorrie  E.
Green, CFO, 624 Ellis Street, Second Floor, Augusta, Georgia 30901 in favor
of FIRST UNION NATIONAL BANK, a national banking association ("Mortgagee"),
whose address is One First Union  Center,  DC6,  301  South College Street,
Charlotte, North Carolina 28288-0166.

                           W I T N E S S E T H:

          THAT  FOR  AND  IN  CONSIDERATION  OF THE SUM OF TEN  AND  NO/100
DOLLARS  ($10.00),  AND  OTHER  VALUABLE  CONSIDERATION,  THE  RECEIPT  AND
SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED,  MORTGAGOR  HEREBY IRREVOCABLY
MORTGAGES, GRANTS, BARGAINS, SELLS, CONVEYS, TRANSFERS, PLEDGES,  SETS OVER
AND  ASSIGNS,  AND GRANTS A SECURITY INTEREST, TO MORTGAGEE, ITS SUCCESSORS
AND ASSIGNS, with power of sale, in all of Mortgagor's estate, right, title
and interest in,  to  and  under  any  and  all  of the following described
property,  whether  now  owned  or  hereafter acquired  (collectively,  the
"Property"):

          A.  All that certain real property  situated  at  550 Harbor Cove
Lane,  County  of  Charleston,  State  of South Carolina, more particularly
described  on EXHIBIT A attached hereto and  incorporated  herein  by  this
reference (the  "Real Estate"), together with all of the easements, rights,
privileges, franchises,  tenements,  hereditaments and appurtenances now or
hereafter thereunto belonging or in any  way  appertaining  and  all of the
estate,  right,  title,  interest, claim and demand whatsoever of Mortgagor
therein or thereto, either  at  law  or  in  equity,  in  possession  or in
expectancy, now or hereafter acquired;

          B.  All structures, buildings and improvements of every kind  and
description  now  or  at  any  time hereafter located or placed on the Real
Estate (the "Improvements");

          C.  All  furniture,  furnishings,   fixtures,  goods,  equipment,
inventory  or personal property owned by Mortgagor  and  now  or  hereafter
located on,  attached  to or used in and about the Improvements, including,
but not limited to, all  machines,  engines,  boilers,  dynamos, elevators,
stokers,  tanks,  cabinets,  awnings,  screens,  shades,  blinds,  carpets,
draperies,  lawn  mowers,  and  all  appliances,  plumbing,  heating,   air
conditioning,    lighting,   ventilating,   refrigerating,   disposal   and
incinerating equipment,  and  all  fixtures  and appurtenances thereto, and
such other goods and chattels and personal property  owned  by Mortgagor as
are  now  or hereafter used or furnished in operating the Improvements,  or
the activities  conducted therein, and all building materials and equipment
hereafter situated  on  or  about  the Real Estate or Improvements, and all
warranties and guaranties relating thereto,  and  all additions thereto and
substitutions and replacements therefor (exclusive  of any of the foregoing
owned or leased by tenants of space in the Improvements);

          D.  All  easements,  rights-of-way,  strips and  gores  of  land,
vaults, streets, ways, alleys, passages, sewer rights, air rights and other
development rights now or hereafter located on the  Real Estate 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  Real Estate and/or Improvements or  any  part  thereof,  or  which
hereafter  shall  in  any  way  belong,  relate  or be appurtenant thereto,
whether now owned or hereafter acquired by Mortgagor;

          E.  All  water, ditches, wells, reservoirs  and  drains  and  all
water, ditch, well, reservoir and drainage rights which are appurtenant to,
located on, under or  above  or  used in connection with the Real Estate or
the Improvements, or any part thereof,  whether  now  existing or hereafter
created or acquired;

          F.   All  minerals,  crops,  timber, trees, shrubs,  flowers  and
landscaping features now or hereafter located  on,  under or above the Real
Estate;

          G.  All  cash  funds,  deposit  accounts  and  other  rights  and
evidence of rights to cash, now or hereafter created or held  by  Mortgagee
pursuant  to  this  Mortgage  or  any  other  of  the  Loan  Documents  (as
hereinafter  defined),  including,  without  limitation,  all  funds now or
hereafter  on  deposit  in  the Impound Account, the Repair and Remediation
Reserve, the Replacement Reserve and the Payment Reserve (each as hereafter
defined);

          H.  All  leases (including,  without  limitation,  oil,  gas  and
mineral leases), licenses,  concessions  and occupancy agreements of all or
any  part  the  Real  Estate  or  the Improvements  (each,  a  "Lease"  and
collectively, "Leases"), whether written  or oral, now or hereafter entered
into and all rents, royalties, issues, profits,  revenue,  income and other
benefits (collectively, the "Rents and Profits") of the Real  Estate or the
Improvements, now or hereafter arising from the use or enjoyment  of all or
any  portion thereof or from any present or future Lease or other agreement
pertaining  thereto  or  arising  from any of the Contracts (as hereinafter
defined) or any of the General Intangibles (as hereinafter defined) and all
cash or, to the extent permitted by  law,  securities  deposited  to secure
performance  by  the  tenants,  lessees or licensees (each, a "Tenant"  and
collectively, "Tenants"), as applicable,  of  their  obligations  under any
such  Leases,  whether  said  cash  or  securities are to be held until the
expiration of the terms of said Leases or  applied  to  one  or more of the
installments  of  rent  coming  due prior to the expiration of said  terms,
subject to, however, the provisions contained in Section 1.11 hereinbelow;

          I.  All contracts and agreements  now  or  hereafter entered into
covering any part of the Real Estate or the Improvements (collectively, the
"Contracts") and all revenue, income and other benefits thereof, including,
without  limitation, management agreements, service contracts,  maintenance
contracts,  equipment leases, personal property leases and any contracts or
documents relating  to  construction  on any part of the Real Estate or the
Improvements (including plans, drawings, surveys, tests, reports, bonds and
governmental approvals) or to the management  or  operation  of any part of
the Real Estate or the Improvements;

          J.  All present and future monetary deposits given to  any public
or  private utility with respect to utility services furnished to any  part
of the Real Estate or the Improvements;

          K.  All present and future funds, accounts, instruments, accounts
receivable,  documents,  causes  of  action,  claims,  general  intangibles
(including  without  limitation, trademarks, trade names, servicemarks  and
symbols now or hereafter  used  in  connection  with  any  part of the Real
Estate  or  the  Improvements,  all names by which the Real Estate  or  the
Improvements may be operated or known,  all  rights  to  carry  on business
under  such  names, and all rights, interest and privileges which Mortgagor
has or may have as developer or declarant under any covenants, restrictions
or declarations  now  or  hereafter  relating  to  the  Real  Estate or the
Improvements) and all notes or chattel paper now or hereafter arising  from
or  by  virtue  of  any  transactions  related  to  the  Real Estate or the
Improvements (collectively, the "General Intangibles");

          L.  All  water  taps,  sewer  taps,  certificates  of  occupancy,
permits, licenses, franchises, certificates, consents, approvals  and other
rights and privileges now or hereafter obtained in connection with the Real
Estate  or  the  Improvements  and  all  present  and future warranties and
guaranties  relating  to  the  Improvements or to any equipment,  fixtures,
furniture, furnishings, personal  property  or  components  of  any  of the
foregoing  now or hereafter located or installed on the Real Estate or  the
Improvements;

          M.  All   building  materials,  supplies  and  equipment  now  or
hereafter  placed on the  Real  Estate  or  in  the  Improvements  and  all
architectural  renderings, models, drawings, plans, specifications, studies
and data now or hereafter relating to the Real Estate or the Improvements;

          N.  All  right,  title and interest of Mortgagor in any insurance
policies or binders now or hereafter relating to the Property including any
unearned premiums thereon;

          O.  All  proceeds,   products,   substitutions   and   accessions
(including  claims  and  demands therefor) of the conversion, voluntary  or
involuntary,  of any of the  foregoing  into  cash  or  liquidated  claims,
including, without  limitation,  proceeds  of  insurance  and  condemnation
awards; and

          P.  All other or greater rights and interests of every  nature in
the  Real  Estate  or the Improvements and in the possession or use thereof
and income therefrom, whether now owned or hereafter acquired by Mortgagor.

          FOR THE PURPOSES OF SECURING:

          (1) The debt  evidenced  by  that  certain  promissory note (such
promissory  note,  together  with  any  and  all  renewals,  modifications,
consolidations and extensions thereof, is hereinafter referred  to  as  the
"Note")  of even date with this Mortgage, made by Mortgagor to the order of
Mortgagee  in  the  original  principal amount of Nine Million Nine Hundred
Sixty-Four  Thousand  and 00/100  Dollars  ($9,964,000.00),  together  with
interest as therein provided;

          (2) The full  and  prompt  payment  and performance of all of the
provisions,  agreements,  covenants and obligations  herein  contained  and
contained  in  any  other  agreements,  documents  or  instruments  now  or
hereafter evidencing, securing,  guarantying  or  otherwise relating to the
indebtedness  evidenced by the Note, including, but  not  limited  to,  the
Hazardous Indemnity  Agreement  (as  hereinafter  defined)  (the Note, this
Mortgage,  and  such other agreements, documents and instruments,  together
with  any  and  all  renewals,  amendments,  extensions  and  modifications
thereof, are hereinafter  collectively referred to as the "Loan Documents")
and the payment of all other sums therein covenanted to be paid;

          (3) Any  and all additional  advances  made  in  accordance  with
 section 29-3-50, Code  of  Laws  of  South Carolina (1976), as amended, by
Mortgagee  to protect or preserve the Property  or  the  lien  or  security
interest created  hereby  on  the  Property,  or  for taxes, assessments or
insurance  premiums as hereinafter provided or for performance  of  any  of
Mortgagor's  obligations hereunder or under the other Loan Documents or for
any other purpose  provided  herein or in the other Loan Documents (whether
or not the original Mortgagor remains the owner of the Property at the time
of such advances); and

          (4) Any  and  all other  indebtedness  now  owing  or  which  may
hereafter  be  owing  by  Mortgagor   to   Mortgagee,   including,  without
limitation,   all  prepayment  fees,  however  and  whenever  incurred   or
evidenced, whether  express  or  implied,  direct  or indirect, absolute or
contingent,  or  due  or  to  become due, and all renewals,  modifications,
consolidations, replacements and extensions thereof.

          (All of the sums referred  to in Paragraphs (1) through (4) above
are  herein  sometimes referred to as the  "secured  indebtedness"  or  the
"indebtedness secured hereby").

          TO HAVE  AND  TO HOLD the Property unto Mortgagee, its successors
and assigns forever, for the purposes and uses herein set forth.

          PROVIDED, HOWEVER,  that  if  the  principal and interest and all
other sums due or to become due under the Note  or  under  the  other  Loan
Documents,  including,  without  limitation,  any  prepayment fees required
pursuant to the terms of the Note, shall have been paid  at the time and in
the manner stipulated therein and all other sums payable hereunder  and all
other  indebtedness  secured  hereby  shall  have  been  paid and all other
covenants contained in the Loan Documents shall have been  performed, then,
in such case, this Mortgage shall be satisfied and the estate, right, title
and interest of Mortgagee in the Property shall cease, and upon  payment to
Mortgagee  of  all  costs and expenses incurred for the preparation of  the
release hereinafter referenced  and  all recording costs if allowed by law,
Mortgagee shall release this Mortgage  and  the  lien and security interest
hereof by proper instrument.

                                ARTICLE 1
                          COVENANTS OF MORTGAGOR

          For  the  purpose  of further securing the  indebtedness  secured
hereby and for the protection of the security of this Mortgage, for so long
as the indebtedness secured hereby  or  any  part  thereof  remains unpaid,
Mortgagor covenants and agrees as follows:

          1.1 WARRANTIES  OF  MORTGAGOR.   Mortgagor,  for itself  and  its
successors and assigns, does hereby represent, warrant and  covenant to and
with Mortgagee, its successors and assigns, that:

          (a) Mortgagor  has  good and marketable fee simple title  to  the
Property, subject only to those  matters  expressly set forth as exceptions
to or subordinate matters in the title insurance  policy  insuring the lien
of this Mortgage which Mortgagee has agreed to accept, excepting  therefrom
all preprinted and/or standard exceptions (the "Permitted Exceptions"), and
has  full  power  and  lawful  authority  to  grant, bargain, sell, convey,
assign, transfer and mortgage its interest in the  Property  in  the manner
and form hereby done or intended.  Mortgagor will preserve its interest  in
and  title  to the Property and will forever warrant and defend the same to
Mortgagee against  any  and  all claims whatsoever and will forever warrant
and defend the validity and priority  of  the  lien  and  security interest
created  herein  against the claims of all persons and parties  whomsoever,
subject to the Permitted Exceptions.  The foregoing warranty of title shall
survive the foreclosure  of this Mortgage and shall inure to the benefit of
and be enforceable by Mortgagee  in  the  event Mortgagee acquires title to
the Property pursuant to any foreclosure;

          (b) No  bankruptcy  or  insolvency  proceedings  are  pending  or
contemplated by Mortgagor or, to the best knowledge  of  Mortgagor, against
Mortgagor  or by or against any endorser or cosigner of the  Note,  or  any
guarantor or  indemnitor under any guaranty or indemnity agreement executed
in connection with  the  Note  of  the  loan  evidenced thereby and secured
hereby;

          (c) To   the   best  of  Mortgagor's  knowledge,   all   reports,
certificates, affidavits,  statements  and  other  data  furnished by or on
behalf of Mortgagor to Mortgagee in connection with the loan  evidenced  by
the  Note  are true and correct in all material respects and do not omit to
state any fact  or  circumstance necessary to make the statements contained
therein not misleading;

          (d) The execution, delivery and performance of this Mortgage, the
Note and all of the other  Loan  Documents have been duly authorized by all
necessary action to be, and are, binding  and enforceable against Mortgagor
in  accordance with the respective terms thereof  and  do  not  contravene,
result  in  a  breach  of  or  constitute (upon the giving of notice or the
passage  of  time  or  both) a default  under  the  partnership  agreement,
articles of incorporation or other organizational documents of Mortgagor or
any contract or agreement of any nature to which Mortgagor is a party or by
which Mortgagor or any of  its  property may be bound and do not violate or
contravene any law, order, decree, rule or regulation to which Mortgagor is
subject;

          (e) The Real Estate and  the  Improvements,  and the intended use
thereof  by Mortgagor comply in all material respects with  all  applicable
restrictive  covenants,  zoning ordinances, subdivision and building codes,
flood  disaster  laws,  applicable   health   and  environmental  laws  and
regulations and all other ordinances, orders or  requirements issued by any
state,  federal  or municipal authorities having or  claiming  jurisdiction
over the Property.  The Real Estate and Improvements constitute one or more
separate tax parcels  for purposes of ad valorem taxation.  The Real Estate
and Improvements do not  require  any rights over, or restrictions against,
other property in order to comply with  any  of  the aforesaid governmental
ordinances, orders or requirements other than Permitted Exceptions.

          (f) All utility services necessary and sufficient  for  the  full
use,  occupancy,  operation  and  disposition  of  the  Real Estate and the
Improvements  for  their intended purposes are available to  the  Property,
including water, storm  sewer,  sanitary  sewer,  gas,  electric, cable and
telephone  facilities,  through  public rights-of-way or perpetual  private
easements;

          (g) All streets, roads, highways, bridges and waterways necessary
for access to and full use, occupancy,  operation  and  disposition  of the
Real  Estate  and the Improvements have been completed, have been dedicated
to and accepted  by  the  appropriate  municipal authority and are open and
available to the Real Estate and the Improvements without further condition
or cost to Mortgagor or served by a perpetual private easement reflected in
the Permitted Exceptions;

          (h) All curb cuts, driveways and  traffic  signals  shown  on the
survey  delivered  to Mortgagee prior to the execution and delivery of this
Mortgage are existing  and  have  been  fully  approved  by the appropriate
governmental authority;

          (i) To the best of Mortgagor's knowledge, there  are no judicial,
administrative,  mediation  or  arbitration  actions,  suits or proceedings
pending or threatened against or affecting Mortgagor, (and, if Mortgagor is
a  partnership,  any  of  its general partners) or the Property  which,  if
adversely  determined, would  materially  impair  either  the  Property  or
Mortgagor's  ability to perform the covenants or obligations required to be
performed under the Loan Documents;

          (j) The  Property  is  free  from delinquent water charges, sewer
rents, taxes and assessments;

          (k) As of the date of this Mortgage,  the  Property  is free from
unrepaired damage caused by fire, flood, accident or other casualty;

          (l) As  of the date of this Mortgage, no part of the Real  Estate
or the Improvements  has been taken in condemnation, eminent domain or like
proceeding nor is any  such  proceeding pending or to Mortgagor's knowledge
and belief, threatened or contemplated;

          (m) Mortgagor  possesses  all  franchises,  patents,  copyrights,
trademarks, trade names, licenses  and  permits adequate for the conduct of
its business substantially as now conducted;

          (n) To the best of Mortgagor's  knowledge,  the  Improvements are
structurally  sound,  in  good repair and free of defects in materials  and
workmanship  and  have  been  constructed   and  installed  in  substantial
compliance  with the plans and specifications  relating  thereto,  ordinary
wear and tear  excepted.   All  major  building  systems located within the
Improvements,   including,   without  limitation,  the  heating   and   air
conditioning systems and the electrical  and  plumbing systems, are in good
working order and condition, ordinary wear and tear excepted;

          (o) Mortgagor  has  delivered  to  Mortgagee  true,  correct  and
complete   copies   of  all  Contracts  and  all  amendments   thereto   or
modifications thereof;

          (p) Each  Contract  constitutes  the  legal,  valid  and  binding
obligation of Mortgagor  and,  to  the  best  of  Mortgagor's knowledge and
belief, is enforceable against any other party thereto.    To  the  best of
Mortgagor's  knowledge,  no default exists, or with the passing of time  or
the giving of notice or both  would  exist, under any Contract which would,
in  the  aggregate, have a material adverse  effect  on  Mortgagor  or  the
Property;

          (q) No  Contract  provides  any  party with the right to obtain a
lien or encumbrance upon the Property superior to the lien of this Mortgage
other than Permitted Exceptions;

          (r) Mortgagor  and  the Property are  free  from  any  delinquent
obligations for sales and payroll taxes;

          (s) There   are    no   security    agreements    or    financing
statements  affecting  any  of  the Property other than (i) as disclosed in
writing by  Mortgagor to Mortgagee  prior  to the date  hereof and (ii) the
security agreements and financing statements created in favor of Mortgagee;
and

          (t) The Property forms no part of  any  property  owned,  used or
claimed by Mortgagor as a residence or business homestead and is not exempt
from  forced sale under the laws of the State of South Carolina.  Mortgagor
hereby  disclaims  and renounces each and every claim to all or any portion
of the Property as a homestead.

          (u) The Permitted  Exceptions  do not and will not materially and
adversely affect (1) the ability of Mortgagor  to pay in full the principal
and interest on the Note in a timely manner or (2)  the use of the Property
for the use currently being made thereof, the operation  of the Property as
currently being operated or the value of the Property.

          (v) Mortgagor  shall  take  all action necessary to  assure  that
Mortgagor's computer based systems are  able  to  operate  and  effectively
process  data,  including  dates  on  and after January 1, 2000 and at  the
request  of  Mortgagee, Mortgagor shall provide  Mortgagee  with  assurance
acceptable to Mortgagee of Mortgagor's Year 2000 compatibility.

          1.2 DEFENSE  OF  TITLE.  If, while this Mortgage is in force, the
title to the Property or the  interest  of  Mortgagee  therein shall be the
subject, directly or indirectly, of any action at law or  in  equity, or be
attached  directly  or  indirectly,  or  endangered,  clouded  or adversely
affected in any manner, Mortgagor, at Mortgagor's expense, shall  take  all
necessary  and  proper  steps  for  the  defense of said title or interest,
including the employment of counsel approved  by Mortgagee, the prosecution
or defense of litigation, and the compromise or  discharge  of  claims made
against  said  title  or  interest.  Notwithstanding the foregoing, in  the
event that Mortgagee determines that Mortgagor is not adequately performing
its obligations under this  Section,  Mortgagee  may,  without  limiting or
waiving  any  other  rights  or remedies of Mortgagee hereunder, take  such
steps, with respect thereto as Mortgagee shall deem necessary or proper and
any  and  all  costs  and expenses  incurred  by  Mortgagee  in  connection
therewith, together with  interest thereon at the Default Interest Rate (as
defined in the Note) from the  date  incurred  by  Mortgagee until actually
paid  by Mortgagor, shall be immediately paid by Mortgagor  on  demand  and
shall be  secured  by  this Mortgage and by all of the other Loan Documents
securing all or any part of the indebtedness evidenced by the Note.

          1.3 PERFORMANCE OF OBLIGATIONS.  Mortgagor shall pay when due the
principal of and the interest  on  the  indebtedness evidenced by the Note.
Mortgagor shall also pay all charges, fees  and  other  sums required to be
paid  by  Mortgagor as provided in the Loan Documents, and  shall  observe,
perform and  discharge  all  obligations,  covenants  and  agreements to be
observed,  performed  or  discharged  by  Mortgagor set forth in  the  Loan
Documents  in  accordance  with  their  terms.   Further,  Mortgagor  shall
promptly and strictly perform and comply  with  all  covenants, conditions,
obligations and prohibitions required of Mortgagor in  connection  with any
other  document or instrument affecting title to the Property, or any  part
thereof,  regardless  of whether such document or instrument is superior or
subordinate to this Mortgage.

          1.4 INSURANCE.  Mortgagor shall, at Mortgagor's expense, maintain
in force and effect on  the  Property  at  all  times  while  this Mortgage
continues in effect the following insurance:

          (a) Insurance  against  loss or damage to the Property  by  fire,
windstorm, tornado and hail and against  loss  and  damage  by  such other,
further  and  additional  risks as may be now or hereafter embraced  by  an
"all-risk" or "special form"  type of insurance policy.  The amount of such
insurance shall be not less than  one  hundred  percent  (100%) of the full
replacement cost (insurable value) of the Improvements (as  established  by
an  MAI  appraisal), without reduction for depreciation.  The determination
of the replacement  cost  amount  shall be adjusted annually to comply with
the requirements of the insurer issuing  such  coverage  or, at Mortgagee's
election,  by  reference  to  such  indices,  appraisals or information  as
Mortgagee  determines  in its reasonable discretion  in  order  to  reflect
increased value due to inflation.   Absent  such  annual  adjustment,  each
policy  shall  contain  inflation  guard  coverage insuring that the policy
limit will be increased over time to reflect the effect of inflation.  Full
replacement cost, as used herein, means, with  respect to the Improvements,
the  cost  of replacing the Improvements without regard  to  deduction  for
depreciation,  exclusive  of  the  cost  of  excavations,  foundations  and
footings  below  the  lowest basement floor.  Mortgagor shall also maintain
insurance  against loss  or  damage  to  furniture,  furnishing,  fixtures,
equipment and  other items (whether personalty or fixtures) included in the
Property and owned by Mortgagor from time to time to the extent applicable.
Each policy shall  contain  a  replacement  cost  endorsement and either an
agreed  amount  endorsement  (to  avoid the operation of  any  co-insurance
provisions)  or a waiver of any co-insurance  provisions,  all  subject  to
Mortgagee's approval.  The maximum deductible shall be $10,000.00.

          (b) Commercial  General  Liability  Insurance  against claims for
personal injury, bodily injury, death and property damage  occurring on, in
or  about  the  Real  Estate or the Improvements in amounts not  less  than
$1,000,000.00  per occurrence  and  $2,000,000.00  in  the  aggregate  plus
umbrella coverage  in an amount not less than $2,000,000.  Mortgagee hereby
retains the right to  periodically  review  the  amount  of  said liability
insurance being maintained by Mortgagor and to require an increase  in  the
amount  of said liability insurance should Mortgagee deem an increase to be
reasonably prudent under then existing circumstances.

          (c)  Boiler  and machinery insurance is required if steam boilers
or other pressure-fired  vessels are in operation at the Property.  Minimum
liability coverage per accident  must  equal the greater of the replacement
cost (insurable value) of the Improvements housing such boiler or pressure-
fired machinery or $2,000,000.00.  If one  or  more  large HVAC units is in
operation at the Property, "Systems Breakdowns" coverage shall be required,
as determined by Mortgagee.  Minimum liability coverage  per  accident must
equal the value of such unit(s).

          (d)  If  the Improvements or any part thereof is situated  in  an
area designated by the  Federal  Emergency  Management Agency ("FEMA") as a
special flood hazard area (Zone A or Zone V),  flood insurance in an amount
equal to the lesser of: (a) the minimum amount required, under the terms of
coverage, to compensate for any damage or loss on  a  replacement basis (or
the unpaid balance of the indebtedness secured hereby if  replacement  cost
coverage  is  not  available  for the type of building insured); or (b) the
maximum insurance available under  the appropriate National Flood Insurance
Administration program.  The maximum  deductible  shall  be  $3,000.00  per
building or a higher minimum amount as required by FEMA or other applicable
law.

          (e)  During   the  period  of  any  construction,  renovation  or
alteration of the existing  Improvements which exceeds the lesser of 10% of
the principal amount of the Note  or  $500,000,  at  Mortgagee's request, a
completed value, "All Risk" Builder's Risk form or "Course of Construction"
insurance policy in nonreporting form, in an amount approved  by Mortgagee,
may be required.  During the period of any construction of any  addition to
the  existing  Improvements,  a completed value, "All Risk" Builder's  Risk
form or "Course of Construction" insurance policy in non-reporting form, in
an amount approved by Mortgagee, shall be required.

          (f)  When  required  by   applicable   law,  ordinance  or  other
regulation,  Worker's  Compensation  and  Employer's  Liability   Insurance
covering all persons subject to the worker's compensation laws of the state
in which the Property is located.

          (g)  Business   income  (loss  of  rents)  insurance  in  amounts
sufficient to compensate Mortgagor  for  all  Rents  and  Profits or income
during  a  period  of  not  less  than  twelve (12) months.  The amount  of
coverage shall be adjusted annually to reflect  the  Rents  and  Profits or
income payable during the succeeding twelve (12) month period.

          (h)  Such  other insurance on the Property or on any replacements
or substitutions thereof  or  additions thereto as may from time to time be
required by Mortgagee against other  insurable  hazards or casualties which
at the time are commonly insured against in the case  of property similarly
situated   including,   without  limitation,  Sinkhole,  Mine   Subsidence,
Earthquake and Environmental  insurance,  due  regard  being  given  to the
height  and  type  of  buildings,  their  construction,  location,  use and
occupancy.

          All such insurance shall (i) be with insurers fully licensed  and
authorized to do business in the state within which the Premises is located
and who have and maintain a rating of at least A from Standard & Poor's, or
equivalent,  (ii)  contain  the  complete  address  of  the  Premises (or a
complete legal description), (iii) be for terms of at least one  year, with
premium  prepaid,  and (vi) be subject to the approval of Mortgagee  as  to
insurance companies,  amounts,  content, forms of policies, method by which
premiums are paid and expiration  dates,  and  (v) include a standard, non-
contributory, mortgagee clause naming EXACTLY:

          First Union National Bank
          its Successors and Assigns ATIMA
          Attn.  Commercial Mortgage Servicing
          P.O. Box 20068
          Charlotte, NC 28202

          (a)  as  an  additional  insured  under all  liability  insurance
policies, (b) as the first mortgagee on all property insurance policies and
(c)  as  the loss payee on all loss of rents or  loss  of  business  income
insurance policies.

          Mortgagor  shall,  as  of  the  date hereof, deliver to Mortgagee
evidence that said insurance policies have  been  prepaid as required above
and certified copies of such insurance policies and  original  certificates
of  insurance  signed  by  an  authorized agent of the applicable insurance
companies evidencing such insurance  satisfactory  to Mortgagee.  Mortgagor
shall  renew all such insurance and deliver to Mortgagee  certificates  and
policies evidencing such renewals at least thirty (30) days before any such
insurance  shall expire.  Mortgagor further agrees that each such insurance
policy:  (i)  shall  provide  for  at least thirty (30) days' prior written
notice to Mortgagee prior to any policy  reduction  or cancellation for any
reason other than non-payment of premium and at least  ten (10) days' prior
written notice to Mortgagee prior to any cancellation due to non-payment of
premium; (ii) shall contain an endorsement or agreement by the insurer that
any loss shall be payable to Mortgagee in accordance with the terms of such
policy  notwithstanding  any  act  or negligence of Mortgagor  which  might
otherwise result in forfeiture of such  insurance;  (iii)  shall  waive all
rights  of  subrogation against Mortgagee; (iv) in the event that the  Real
Estate or the  Improvements  constitutes  a  legal non-conforming use under
applicable building, zoning or land use laws or  ordinances,  shall include
an  ordinance  or  law coverage endorsement which will contain Coverage  A:
"Loss Due to Operation  of  Law"  (with  a minimum liability limit equal to
Replacement Cost With Agreed Value Endorsement),  Coverage  B:  "Demolition
Cost" and Coverage C: "Increased Cost of Construction" coverages;  and  (v)
may be in the form of a blanket policy provided that, in the event that any
such coverage is provided in the form of a blanket policy, Mortgagor hereby
acknowledges  and  agrees  that  failure  to pay any portion of the premium
therefor which is not allocable to the Property  or by any other action not
relating to the Property which would otherwise permit the issuer thereof to
cancel the coverage thereof, would require the Property  to be insured by a
separate,  single-property  policy.   The  blanket  policy  must   properly
identify and fully protect the Property as if a separate policy were issued
for 100% of Replacement Cost at the time of loss and otherwise meet  all of
Mortgagee's  applicable  insurance  requirements  set forth in this Section
1.4.   The  delivery  to  Mortgagee  of  the  insurance  policies   or  the
certificates  of insurance as provided above shall constitute an assignment
of all proceeds  payable  under  such  insurance  policies  relating to the
Property by Mortgagor to Mortgagee as further security for the indebtedness
secured  hereby.   In the event of foreclosure of this Mortgage,  or  other
transfer of title to  the Property in extinguishment in whole or in part of
the indebtedness secured hereby, all right, title and interest of Mortgagor
in and to all proceeds payable under such policies then in force concerning
the Property shall thereupon  vest in the purchaser at such foreclosure, or
in Mortgagee or other transferee  in  the  event  of such other transfer of
title.    Approval  of  any  insurance  by  Mortgagee  shall   not   be   a
representation  of  the  solvency  of any insurer or the sufficiency of any
amount of insurance.  In the event Mortgagor  fails  to provide, after five
(5)  days  notice,  maintain,  keep  in  force  or deliver and  furnish  to
Mortgagee the policies of insurance required by this  Mortgage  or evidence
of  their  renewal  as  required  herein,  Mortgagee may, but shall not  be
obligated to, procure such insurance and Mortgagor  shall  pay  all amounts
advanced  by  Mortgagee  therefor,  together  with interest thereon at  the
Default Interest Rate from and after the date advanced  by  Mortgagee until
actually  repaid  by  Mortgagor,  promptly  upon demand by Mortgagee.   Any
amounts so advanced by Mortgagee, together with  interest thereon, shall be
secured  by this Mortgage and by all of the other Loan  Documents  securing
all or any part of the indebtedness secured hereby.  Mortgagee shall not be
responsible  for  nor incur any liability for the insolvency of the insurer
or other failure of the insurer to perfrm, even though Mortgagee has caused
the insurance to be  placed  with the insurer after failure of Mortgagor to
furnish such insurance.  Mortgagor  shall  not  obtain  insurance  for  the
Property  in  addition  to  that  required  by  Mortgagee without the prior
written  consent  of  Mortgagee,  which consent will  not  be  unreasonably
withheld provided that (i) Mortgagee  is a named insured on such insurance,
(ii) Mortgagee receives complete copies  of  all  policies  evidencing such
insurance,  and  (iii)  such insurance complies with all of the  applicable
requirements set forth herein.

          1.5 PAYMENT OF  TAXES.   Mortgagor shall pay or cause to be paid,
except  to  the  extent provision is actually  made  therefor  pursuant  to
Section 1.6 of this  Mortgage,  all  taxes and assessments which are or may
become a lien on the Property or which are assessed against or imposed upon
the  Property.  Mortgagor shall furnish  Mortgagee  with  receipts  (or  if
receipts  are  not  immediately  available,  with copies of canceled checks
evidencing  payment  with  receipts to follow promptly  after  they  become
available) showing payment of  such  taxes and assessments at least fifteen
(15)   days   prior   to   the   applicable  delinquency   date   therefor.
Notwithstanding the foregoing, Mortgagor  may in good faith, by appropriate
proceedings   and   upon  notice  to  Mortgagee,  contest   the   validity,
applicability or amount  of  any  asserted tax or assessment so long as (a)
such  contest  is diligently pursued,  (b)  Mortgagee  determines,  in  its
subjective opinion,  that  such  contest suspends the obligation to pay the
tax and that nonpayment of such tax  or  assessment  will not result in the
sale, loss, forfeiture or diminution of the Property or any part thereof or
any  interest  of Mortgagee therein, and (c) prior to the  earlier  of  the
commencement of such contest or the delinquency date of the asserted tax or
assessment, Mortgagor  deposits  in  the  Impound  Account  (as hereinafter
defined)  an  amount  determined by Mortgagee to be adequate to  cover  the
payment of such tax or  assessment and a reasonable additional sum to cover
possible interest, costs  and  penalties; provided, however, that Mortgagor
shall promptly cause to be paid any amount adjudged by a court of competent
jurisdiction to be due, with all  interest,  costs  and  penalties thereon,
promptly after such judgment becomes final; and provided,  further, that in
any  event  each  such  contest shall be concluded, the taxes, assessments,
interest, costs and penalties  shall  be paid prior to the date any writ or
order is issued under which the Property may be sold, lost or forfeited.

          1.6 TAX AND INSURANCE IMPOUND ACCOUNT.  Mortgagor shall establish
and  maintain  at  all times while this Mortgage  continues  in  effect  an
impound account (the  "Impound Account") with Mortgagee for payment of real
estate  taxes  and  assessments  and  insurance  on  the  Property  and  as
additional security for  the  indebtedness  secured hereby.  Simultaneously
with the execution hereof, Mortgagor shall deposit  in  the Impound Account
an amount determined by Mortgagee to be necessary to ensure that there will
be  on deposit with Mortgagee an amount which, when added  to  the  monthly
payments  subsequently required to be deposited with Mortgagee hereunder on
account of  real  estate  taxes,  assessments  and insurance premiums, will
result in there being on deposit with Mortgagee  in  the Impound Account an
amount sufficient to pay the next due installment of real  estate taxes and
assessment  on  the Property at least one (1) month prior to the  due  date
thereof and the next  due  annual  insurance  premiums  with respect to the
Property at least one (1) month prior to the due date thereof.   Commencing
on  the first monthly payment date under the Note and continuing thereafter
on each  monthly  payment  date  under  the  Note,  Mortgagor  shall pay to
Mortgagee,  concurrently  with  and in addition to the monthly payment  due
under the Note and until the Note and all other indebtedness secured hereby
is fully paid and performed, deposits  in  an  amount  equal to one-twelfth
(1/12) of the amount of the annual real estate taxes and  assessments  that
will  next  become due and payable on the Property, plus one-twelfth (1/12)
of the amount  of the annual premiums that will next become due and payable
on insurance policies  which  Mortgagor  is required to maintain hereunder,
each as estimated and determined by Mortgagee.   So  long  as  no  Event of
Default (as hereinafter defined), or event which with the passage of  time,
the  giving  of  notice,  or  both, would constitute an Event of Default (a
"Default") hereunder or under the  other Loan Documents has occurred and is
continuing, all sums in the Impound  Account  shall  e held by Mortgagee in
the Impound Account to pay said taxes, assessments and  insurance  premiums
before  the  same  become  delinquent.   Mortgagor shall be responsible for
ensuring the receipt by Mortgagee, at least  thirty  (30) days prior to the
respective  due  date  for  payment  thereof,  of all bills,  invoices  and
statements for all taxes, assessments and insurance  premiums  to  be  paid
from  the  Impound  Account,  and so long as no Default or Event of Default
hereunder or under the other Loan Documents has occurred and is continuing,
Mortgagee shall pay the governmental  authority  or  other  party  entitled
thereto directly to the extent funds are available for such purpose  in the
Impound Account.  In making any payment from the Impound Account, Mortgagee
shall be entitled to rely on any bill, statement or estimate procured  from
the  appropriate  public  office  or insurance company or agent without any
inquiry into the accuracy of such bill,  statement  or estimate and without
any inquiry into the accuracy, validity, enforceability  or  contestability
of any tax, assessment, valuation, sale, forfeiture, tax lien  or  title or
claim  thereof.  The Impound Account shall not, unless otherwise explicitly
required  by  applicable  law, be or be deemed to be escrow or trust funds,
but, at Mortgagee's option  and  in  Mortgagee's  discretion, may either be
held in a separate account or be commingled by Mortgagee  with  the general
funds  of  Mortgagee.   No  interest  on the funds contained in the Impound
Account shall be paid by Mortgagee to Mortgagor.   The  Impound  Account is
solely  for  the  protection of Mortgagee and entails no responsibility  on
Mortgagee's part beyond  the  payment  of  taxes, assessments and insurance
premiums following receipt of bills, invoices  or  statements  therefor  in
accordance  with the terms hereof and beyond the allowing of due credit for
the sums actually received.  Upon assignment of this Mortgage by Mortgagee,
any funds in  the  Impound Account shall be turned over to the assignee and
any responsibility of  Mortgagee,  as  assignor,  wih respect thereto shall
terminate.   If  the total funds in the Impound Account  shall  exceed  the
amount of payments  actually  applied  by Mortgagee for the purposes of the
Impound Account, such excess may be credited  by  Mortgagee  on  subsequent
payments  to be made hereunder or, at the option of Mortgagee, refunded  to
Mortgagor.   If,  however, the Impound Account shall not contain sufficient
funds to pay the sums  required when the same shall become due and payable,
Mortgagor shall, within  ten  (10)  days  after  receipt  of written notice
thereof, deposit with Mortgagee the full amount of any such deficiency.  If
the Mortgagor shall fail to deposit with Mortgagee the full  amount of such
deficiency as provided above, Mortgagee shall have the option,  but not the
obligation, to make such deposit and all amounts so deposited by Mortgagee,
together with interest thereon at the Default Interest Rate from  the  date
incurred   by   Mortgagee  until  actually  paid  by  Mortgagor,  shall  be
immediately paid  by  Mortgagor  on  demand  and  shall  be secured by this
Mortgage and by all of the other Loan Documents securing all or any part of
the  indebtedness evidenced by the Note.  If there is an Event  of  Default
under this Mortgage, Mortgagee may, but shall not be obligated to, apply at
any time  the  balance  then  remaining  in the Impound Account against the
indebtedness secured hereby in whatever order  Mortgagee shall subjectively
determine.  No such application of the Impound Account  shall  be deemed to
cure any Default or Event of Default hereunder.  Upon full payment  of  the
indebtedness  secured  hereby  in  accordance  with  its  terms or at  such
earlier  time  as  Mortgagee may elect, the balance of the Impound  Account
then in Mortgagee's possession shall be paid over to Mortgagor and no other
party shall have any right or claim thereto.

          1.7 PAYMENT RESERVE.

          (a) Contemporaneously  with  the  execution hereof, Mortgagor has
established  with  Mortgagee  a reserve in the amount  equal  to  [two  (2)
regular  monthly  installments of  principal,  interest  and  all  required
deposits or impounds]  as  calculated by Mortgagee (the "Payment Reserve").
Mortgagor understands and agrees that, notwithstanding the establishment of
the Payment Reserve as herein  required,  all  of  the proceeds of the Note
have been, and shall be considered, fully disbursed and shall bear interest
and  be  payable  on  the  terms  provided therein.  No interest  on  funds
contained in the Payment Reserve shall be paid by Mortgagee to Mortgagor.

          (b) For so long as no Event  of Default has occurred hereunder or
under any of the other Loan Documents, Mortgagee shall on the first two (2)
monthly Payment Dates (as defined in the Note) under the Note, advance from
the Payment Reserve to itself the amount of the monthly installment due and
payable by Mortgagor under the Note on such  monthly Payment Date and shall
also advance from the Payment Reserve into the  Impound  Account the amount
of  any  deposit for taxes and insurance premiums and into the  Replacement
Reserve (as  hereinafter defined) the amount of any deposit for Repairs (as
hereinafter defined)  and  into any other reserve account the amount of any
deposit in accordance with the terms of any other Loan Document required to
be  paid  by Mortgagor concurrently  with  each  such  monthly  installment
pursuant to  the terms hereof.  Provided no Default or Event of Default has
occurred after the final disbursement from the Payment Reserve, any amounts
then remaining  in the Payment Reserve shall be paid to Mortgagor.  Nothing
contained herein,  including,  without  limitation,  the  existence  of the
Payment Reserve, shall release Mortgagor of any obligation to make payments
under  the  Note,  this  Mortgage  or  the other Loan Documents strictly in
accordance with the terms hereof or thereof  and,  in  this regard, without
limiting the generality of the foregoing, should the amounts  contained  in
the  Payment  Reserve  not  be  sufficient  to  pay  in  full  the  monthly
installments  and  the  Impound  Account, Replacement Reserve and any other
applicable reserve account deposits  referenced above in this subparagraph,
Mortgagor shall be responsible for paying  such  deficiency  on the Payment
Date of any such monthly installment.

          1.8 REPLACEMENT RESERVE; SECURITY INTEREST RESERVES.

          (a) As  additional security for the indebtedness secured  hereby,
Mortgagor shall establish  and  maintain  at  all times while this Mortgage
continues  in  effect  a  repair reserve (the "Replacement  Reserve")  with
Mortgagee for payment of certain  non-recurring types of costs and expenses
incurred by Mortgagor for interior  and  exterior  work  to  the  Property,
including  without  limitation, performance of work to the roofs, chimneys,
gutters, downspouts,  paving,  curbs, driveways, ramps, balconies, porches,
patios, exterior walls, carpets,  exterior  doors  and  doorways,  windows,
elevators  and  mechanical and HVAC equipment (collectively, the "Repairs")
provided such costs  and expenses are incurred for repairs (i) not incurred
for ordinary wear and  tear  at  the  Property  and  (ii) categorized under
generally accepted accounting principles as a capital expense and not as an
operating expense.  Commencing on the first Payment Date under the Note and
continuing  thereafter  on each monthly Payment Date under  the  Note,  the
Mortgagor shall pay to Mortgagee,  concurrently with and in addition to the
monthly  payment  due under the Note and  until  the  Note  and  all  other
indebtedness secured  hereby  is fully paid and performed, a deposit to the
Replacement Reserve in an amount equal to $4,791.67  per month.  So long as
no Default or Event of Default  hereunder or under the other Loan Documents
has occurred and is continuing, all  sums  in the Replacement Reserve shall
be  held  by Mortgagee in the Replacement Reserve  to  pay  the  costs  and
expenses of  Repairs.   So long as no Default or Event of Default hereunder
or under the other Loan Documents has occurred and is continuing, Mortgagee
shall,  to  the  extent  funds  are  available  for  such  purpose  in  the
Replacement Reserve, disburse  to Mortgagor the amount incurred and paid by
Mortgagor in performing such Repairs  within  ten  (10) days following: (a)
the  receipt  by  Mortgagee  of  a  written  request  from  Mortgagor   for
disbursement  from the Replacement Reserve and a certification by Mortgagor
in the form attached hereto as Exhibit B that the applicable item of Repair
has been completed,  (b)  the  delivery  to  Mortgagee  of  paid  invoices,
receipts or other evidence satisfactory to Mortgagee verifying the cost and
payment  of performing the Repairs; (c) for dibursement requests in  excess
of $10,000.00,  the  delivery  to  Mortgagee of affidavits, lien waivers or
other  evidence  reasonably satisfactory  to  Mortgagee  showing  that  all
materialmen, laborers,  subcontractors  and  any other parties who might or
could  claim  statutory  or common law liens and  are  furnishing  or  have
furnished material or labor  to the Property have been paid all amounts due
for labor and materials furnished  to  the  Property;  (d) for disbursement
requests in excess of $10,000.00, delivery to Mortgagee  of a certification
from an inspecting architect or other third party acceptable  to  Mortgagee
describing  the  completed  Repairs  and  verifying  the  completion of the
Repairs and the value of the completion of the Repairs and the value of the
completed Repairs; (e) for disbursement requests in excess  of  $10,000,00,
delivery to Mortgagee of a new certificate of occupancy for the portion  of
the  Improvements  covered  by  such  Repairs,  if  said new certificate of
occupancy is required by law, or a certification by Mortgagor  that  no new
certificate  of occupancy is required; and (f) the receipt by Mortgagee  of
an administrative  fee  in  the  amount of $150.00.  Mortgagee shall not be
required to make advances from the Replacement Reserve more frequently than
once  in  any ninety (90) day period.   In  making  any  payment  from  the
Replacement  Reserve,  Mortgagee  shall be entitled to rely on such request
from  Mortgagor  without  any  inquiry   into  the  accuracy,  validity  or
contestability of any such amount.  Mortgagee  may, at Mortgagor's expense,
make  or  cause  to  be  made during the term of this  Mortgage  an  annual
inspection  at  the Property  to  determine  the  need,  as  determined  by
Mortgagee in its  reasonable  judgment, for further Repairs of the Property
in  order  to  maintain  the Property  in  good  condition  and  repair  in
accordance with the second  sentence  of Section 1.16 hereof.  In the event
that such inspection reveals that further  Repairs  of  the Property are so
required, Mortgagee shall provide Mortgagor with a written  description  of
therequired  Repairs  and  Mortgagor  shall  complete  such  Repairs to the
reasonable  satisfaction  of  Mortgagee  within ninety (90) days after  the
receipt of such description from Mortgagee,  or  such  later date as may be
approved  by  Mortgagee  in  its sole discretion.  The Replacement  Reserve
shall not, unless otherwise  explicitly  required  by applicable law, be or
be deemed to be escrow or trust funds, but, at Mortgagee's  option  and  in
Mortgagee's  discretion,  may  either  be  held in a separate account or be
commingled by Mortgagee with the general funds  of  Mortgagee.  Interest on
the  funds  contained  in  the  Replacement Reserve shall  be  credited  to
Mortgagor as provided in Section  4.31  hereof.  The Replacement Reserve is
solely for the protection of Mortgagee and  entails  no  responsibility  on
Mortgagee's  part beyond the payment of the costs and expenses described in
this Section in accordance with the terms hereof and beyond the allowing of
due credit for  the  sums actually received.  In the event that the amounts
on deposit or available  in  the  Replacement Reserve are inadequate to pay
the cost of the Repairs, Mortgagor shall pay the amount of such deficiency.
Upon assignment of this Mortgage by Mortgagee, any funds in the Replacement
Reserve shall be turned over to the  assignee  and  any  responsibility  of
Mortgagee,  as assignor, with respect thereto shall terminate.  If there is
an Event of Default  under  this  Mortgage, Mortgagee may, but shall not be
obligated  to,  apply  at  any  time the  balance  then  remaining  in  the
Replacement Reserve against the indebtedness  secured  hereby  in  whatever
order  Mortgagee shall subjectively determine.  No such application of  the
Replacement Reserve shall be deemed to cure any Default or Event of Default
hereunder.   Upon  full  payment  of  the  indebtedness  secured  hereby in
accordance  with its terms or at such earlier time as Mortgagee may  elect,
the balance of the Replacement Reserve then in Mortgagee's possession shall
be paid over  to Mortgagor and no other party shall have any right or claim
thereto.

          (b) As  additional  security  for  the payment and performance by
Mortgagor of all duties, responsibilities and  obligations  under  the Note
and   the  other  Loan  Documents,  Mortgagor  hereby  unconditionally  and
irrevocably  assigns,  conveys,  pledges,  mortgages,  transfers, delivers,
deposits,  sets  over  and  confirms unto Mortgagee, and hereby  grants  to
Mortgagee a security interest  in,  (i)  the  Impound  Account, the Payment
Reserve,  the Repair and Remediation Reserve, the Replacement  Reserve  and
any other reserve  or  escrow  account  established  pursuant  to the terms
hereof  or of any other Loan Document (collectively, the "Reserves"),  (ii)
the accounts  into  which  the  Reserves  have  been  deposited,  (iii) all
insurance on said accounts, (iv) all accounts, contract rights and  general
intangibles or other rights and interests pertaining thereto, (v) all  sums
now  or  hereafter  therein  or represented thereby, (vi) all replacements,
substitutions or proceeds thereof,  (vii) all instruments and documents now
or hereafter evidencing the Reserves  or  such accounts, (viii) all powers,
options,  rights,  privileges and immunities  pertaining  to  the  Reserves
(including the right  to make withdrawals therefrom), and (ix) all proceeds
of the foregoing.  Mortgagor  hereby authorizes and consents to the account
into which the Reserves have been  deposited being held in Mortgagee's name
or the name of any entity servicing  the  Note  for  Mortgagee  and  hereby
acknowledges  and  agrees, that Mortgagee, or at Mortgagee's election, such
servicing agent, shall have exclusive control over said account.  Notice of
the assignment and security  interest  granted  to  Mortgagee herein may be
delivered by Mortgagee at any time to the financial institution wherein the
Reserves  have been established, and Mortgagee, or such  servicing  entity,
shall have possession of all passbooks or other evidences of such accounts.
Mortgagor hereby  assumes  all  risk  of  loss  with  respect to amounts on
deposit in the Reserves as long such Reserves are deposited into "Permitted
Investments"  as described in Exhibit C annexed hereto.   Mortgagor  hereby
knowingly,  voluntarily  and  intentionally  stipulates,  acknowledges  and
agrees that the  advancement  of  the  funds from the Reserves as set forth
herein is at Mortgagor's direction and is  not the exercise by Mortgagee of
any right of set-off or other remedy upon a Default or an Event of Default.
Mortgagor hereby waives all right to withdraw  funds from the Reserves.  If
an Event of Default shall occur hereunder or under  any  other  of the Loan
Documents,  then  Mortgagee may, without notice or demand on Mortgagor,  at
its option: (A) withdraw  any  or  all  of  the  funds  (including, without
limitation, interest) then remaining in the Reserves and  apply  the  same,
after  deducting  all  costs  and  expenses  of safekeeping, collection and
delivery  (including,  but  not  limited  to, attorneys'  fees,  costs  and
expenses)  to  the  indebtedness  evidenced  by   the  Note  or  any  other
obligations of Mortgagor under the other Loan Documents  in  such manner or
as Mortgagee shall deem appropriate in its sole discretion, and the excess,
if  any,  shall  be paid to Mortgagor, (B) exercise any and all rights  and
remedies of a secured  party  under any applicable Uniform Commercial Code,
and/or (C) exercise any other remedies  available  at law or in equity.  No
such  use or application of the funds contained in the  Reserves  shall  be
deemed to cure any Default or Event of Default hereunder or under the other
Loan Documents.

          1.9 CASUALTY  AND  CONDEMNATION.   Mortgagor shall give Mortgagee
prompt written notice of the occurrence of any  casualty  affecting, or the
institution  of any proceedings for eminent domain or for the  condemnation
of, the Property  or  any  portion  thereof.  All insurance proceeds on the
Property,  and  all  causes  of action, claims,  compensation,  awards  and
recoveries for any damage, condemnation or taking of all or any part of the
Property or for any damage or  injury  to  it for any loss or diminution in
value  of  the  Property,  are hereby assigned to  and  shall  be  paid  to
Mortgagee.  Mortgagee may participate  in any suits or proceedings relating
to any such proceeds, causes of action,  claims,  compensation,  awards  or
recoveries  and  Mortgagee  is  hereby  authorized,  in  its own name or in
Mortgagor's  name,  to  adjust  any  loss  covered  by  insurance   or  any
condemnation  claim  or  cause  of  action, and to settle or compromise any
claim or cause of action in connection  therewith, and Mortgagor shall from
time to time deliver to Mortgagee any instruments  required  to permit such
participation; provided,  however, that so long as no Default  or  Event of
Default  shall  have occurred and be continuing.  Mortgagee shall not  have
the right to participate  in  the  adjustment  of  any loss which is not in
excess  of  the  lesser  of (i) ten percent (10%) of the  then  outstanding
principal balance of the Note  and (ii) $500,000.00.  Mortgagee shall apply
any sums received by it under this  Section  first to the payment of all of
its  costs  and expenses (including, but not limited  to,  legal  fees  and
disbursements) incurred in obtaining those sums, and then, as follows:

          (a) In  the  event  that  less  than  sixty  percent (60%) of the
Improvements located on the Real Estate have been taken  or destroyed, then
if:

          (1) no  Default or Event of Default is then continuing  hereunder
or  under any of the other Loan Documents, and

          (2) the Property  can,  in  Mortgagee's reasonable judgment, with
diligent restoration or repair, be returned  to  a condition at least equal
to  the  condition thereof that existed prior to the  casualty  or  partial
taking causing  the  loss  or damage within the earlier to occur of (i) six
(6) months after the receipt  of  insurance proceeds or condemnation awards
by either Mortgagor of Mortgagee and  (ii)  sixty  (60)  days  prior to the
stated maturity date of the Note, and

          (3) all necessary governmental approvals can be obtained to allow
the  rebuilding  and  reoccupancy  of  the Property as described in Section
1.9(a)(2) above, and

          (4) there  are  sufficient  sums   available  (through  insurance
proceeds or condemnation awards and contributions  by  Mortgagor,  the full
amount  of  which  shall  at  Mortgagee's  option  have been deposited with
Mortgagee) for such restoration or repair (including,  without  limitation,
for  any  costs  and  expenses of Mortgagee to be incurred in administering
said restoration or repair)  and  for  payment of principal and interest to
become due and payable under the Note during  such  restoration  or repair,
and

          (5) the  economic  feasibility  of  the  Improvements  after such
restoration  or  repair  will  be such that income from their operation  is
reasonably anticipated to be sufficient  to  pay  operating expenses of the
Property and debt service on the indebtedness secured  hereby  in full with
the  same  coverage  ratio considered by Mortgagee in its determination  to
make the loan secured  hereby  including an assessment of the impact of the
termination of any Leases due to such casualty or condemnation, and

          (6) in the event that  the  insurance  proceeds  or  condemnation
awards  received as a result of such casualty or partial taking exceed  the
lesser of  (i)  five percent (5%) of the then outstanding principal balance
of the Note and (ii) $150,000, Mortgagor shall have delivered to Mortgagee,
at Mortgagor's sole  cost  and  expense,  an  appraisal  report in form and
substance satisfactory to Mortgagee appraising the value of the Property as
proposed to be restored or repaired to be not less than the appraised value
of the Property considered by Mortgagee in its determination  to  make  the
loan secured hereby, and

          (7) Mortgagor  so elects by written notice delivered to Mortgagee
within  five  (5) days after  settlement  of  the  aforesaid  insurance  or
condemnation claim,  then, Mortgagee shall, solely for the purposes of such
restoration or repair, advance so much of the remainder of such sums as may
be required for such restoration  or  repair,   and  any funds deposited by
Mortgagor  therefor,  to Mortgagor in the manner and upon  such  terms  and
conditions as would be  required  by a prudent interim construction lender,
including, but not limited to, the prior approval by Mortgagee of plans and
specifications, contractors and form  of  construction  contracts  and  the
furnishing to Mortgagee of permits, bonds, lien waivers, invoices, receipts
and  affidavits  from  contractors and subcontractors in form and substance
satisfactory to Mortgagee  in  its  discretion,  with  any  remainder being
applied  by  Mortgagee  for payment of the indebtedness secured  hereby  in
whatever order Mortgagee directs in its absolute discretion.

          (8) In all other  cases,  namely, in the event that sixty percent
(60%) or more of the Improvements located  on  the  Real  Estate  have been
taken  or  destroyed  or Mortgagor does not elect to restore or repair  the
Property pursuant to clause  (a)  above,  or  otherwise  fails  to meet the
requirements  of  clause  (a)  above, then in any of such events, Mortgagee
shall elect, in Mortgagee's absolute  discretion  and without regard to the
adequacy  of  Mortgagee's  security,  to  do either of the  following:  (1)
accelerate  the  maturity  date  of  the  Note  and  declare  any  and  all
indebtedness secured hereby to be immediately due and payable and apply the
remainder of such sums received pursuant to this  Section to the payment of
the indebtedness secured hereby in whatever order Mortgagee  directs in its
absolute  discretion,  with any remainder being paid to Mortgagor,  or  (2)
notwithstanding that Mortgagor  may  have  elected not to restore or repair
the Property pursuant to the provisions of Section 1.9(a)(7) above, require
Mortgagor to restore or repair the Property,  to  the  extent that proceeds
are received by Mortgagor, in the manner and upon such terms and conditions
as  would be required by a prudent interim construction lender,  including,
but not  limited  to the deposit by Mortgagor with Mortgagee, within thirty
(30) days after demand  therefor,  of  any deficiency necessary in order to
assure the availability of sufficient funds  to pay for such restoration or
repair,  including  Mortgagee's  costs  and  expenses  to  be  incurred  in
connection  therewith,  the  prior  approval  by  Mortgagee  of  plans  and
specifications,  contractors  and form of construction  contracts  and  the
furnishing to Mortgagee of permits, bonds, lien waivers, invoices, receipts
and affidavits from contractors  and  subcontractors  in form and substance
satisfactory  to Mortgagee in its discretion, and apply  the  remainder  of
such sums toward  such  restoration and repair, with any balance thereafter
remaining  being applied by  Mortgagee  for  payment  of  the  indebtedness
secured  hereby   in  whatever  order  Mrtgagee  directs  in  its  absolute
discretion.

Any reduction in the indebtedness secured hereby resulting from Mortgagee's
application of any  sums  received  by  it hereunder shall take effect only
when Mortgagee actually receives such sums and elects to apply such sums to
the indebtedness secured hereby and, in any  event,  the  unpaid portion of
the indebtedness secured hereby shall remain in full force  and  effect and
Mortgagor  shall  not  be excused in the payment thereof.  Partial payments
received by Mortgagee, as  described  in  the  preceding sentence, shall be
applied to the unpaid principal balance evidenced  hereby and the remaining
principal balance will be recast to adjust the fixed  monthly  installments
required to be paid pursuant to Section 1.02 of the Note over the remaining
amortization period.  If Mortgagor elects or Mortgagee directs Mortgagor to
restore  or  repair  the  Property  after  the occurrence of a casualty  or
partial taking of the Property as provided above,  Mortgagor shall promptly
and  diligently,  at Mortgagor's sole cost and expense  and  regardless  of
whether the insurance proceeds or condemnation award, as appropriate, shall
be sufficient for the  purpose,  restore,  repair,  replace and rebuild the
Property  as  nearly  as  possible  to its value, condition  and  character
immediately prior to such casualty or partial taking in accordance with the
foregoing provisions and Mortgagor shall  pay  to  Mortgagee  all costs and
expenses   of   Mortgagee   incurred   in  administering  said  rebuilding,
restoration or repair, provided the Mortgagee  makes such proceeds or award
available for such purpose.  Mortgagor agrees to  execute  and deliver from
time to time such further instruments as may be requested by  Mortgagee  to
confirm  the  foregoing  assignment  to  Mortgagee  of  any  award, damage,
insurance  proceeds,  payment or other compensation.  Mortgagee  is  hereby
irrevocably constituted  and  appointed  the  attorney-in-fact of Mortgagor
(which power of attorney shall be irrevocable so  long  as any indebtedness
secured  hereby is outstanding, shall be deemed coupled with  an  interest,
shal survive  the  voluntary  or  involuntary  dissolution of Mortgagor and
shall not be affected by any disability or incapacity suffered by Mortgagor
subsequent to the date hereof), with full power of substitution, subject to
the  terms of this section, to settle for, collect  and  receive  any  such
awards,  damages,  insurance  proceeds, payments or other compensation from
the parties or authorities making  the same, to appear in and prosecute any
proceedings therefor and to give receipts and acquittances therefor.

          1.10 MECHANICS' LIENS.  Mortgagor  shall  pay when due all claims
and  demands of mechanics, materialmen, laborers and others  for  any  work
performed  or  materials  delivered  for  the  Real Estate or Improvements;
provided, however, that, Mortgagor shall have the  right to contest in good
faith  any  such  claim  or  demand, so long as it does so  diligently,  by
appropriate proceedings and without  prejudice  to  Mortgagee  and provided
that  neither the Property nor any interest therein would be in any  danger
of sale,  loss or forfeiture as a result of such proceeding or contest.  In
the event Mortgagor shall contest any such claim or demand, Mortgagor shall
promptly notify  Mortgagee  of  such  contest  and  thereafter  shall, upon
Mortgagee's  request,  promptly  provide  a  bond,  cash  deposit  or other
security  satisfactory  to  Mortgagee  to  protect Mortgagee's interest and
security should the contest be unsuccessful.   If  Mortgagor  shall fail to
immediately discharge or provide security against any such claim  or demand
as  aforesaid,  Mortgagee  may  do so and any and all expenses incurred  by
Mortgagee, together with interest thereon at the Default Interest Rate from
the date incurred by Mortgagee until  actually  paid by Mortgagor, shall be
immediately  paid  by  Mortgagor on demand and shall  be  secured  by  this
Mortgage and by all of the other Loan Documents securing all or any part of
the indebtedness evidenced by the Note.

          1.11 RENTS AND  PROFITS.   As  additional and collateral security
for the payment of the indebtedness secured  hereby  and  cumulative of any
and  all  rights  and  remedies  herein  provided  for,  Mortgagor   hereby
absolutely and presently assigns to Mortgagee all existing and future Rents
and Profits.  Mortgagor hereby grants to Mortgagee the sole, exclusive  and
immediate  right,  without  taking  possession  of the Property, to demand,
collect  (by  suit  or otherwise), receive and give  valid  and  sufficient
receipts for any and  all  of  said  Rents  and  Profits, for which purpose
Mortgagor does hereby irrevocably make, constitute  and  appoint  Mortgagee
its attorney-in-fact with full power to appoint substitutes or a trustee to
accomplish  such  purpose (which power of attorney shall be irrevocable  so
long as any indebtedness  secured hereby is outstanding, shall be deemed to
be coupled with an interest,  shall  survive  the  voluntary or involuntary
dissolution  of Mortgagor and shall not be affected by  any  disability  or
incapacity suffered by Mortgagor subsequent to the date hereof).  Mortgagee
shall be without  liability  for any loss which may arise from a failure or
inability  to  collect  Rents and  Profits,  proceeds  or  other  payments.
However, until the occurrence  of  an Event of Default under this Mortgage,
Mortgagor shall have a license to collect and receive the Rents and Profits
when due and prepayments thereof for  not  more than one month prior to due
date  thereof.   Upon  the  occurrence of an Event  of  Default  hereunder,
Mortgagor's  license  shall  automatically   terminate  without  notice  to
Mortgagor and Mortgagee may thereafter, without  taking  possession  of the
Property,  collect the Rents and Profits itself or by an agent or receiver.
From and after  the  termination  of  such  license, Mortgagor shall be the
agent of Mortgagee in collection of the Rents  and  Profits  and all of the
Rents  and  Profits  so  collected  by Mortgagor shall be held in trust  by
Mortgagor for the sole and exclusive  benefit  of  Mortgagee  and Mortgagor
shall,  within one (1) business day after receipt o any Rents and  Profits,
pay the same  to  Mortgagee  to  be applied by Mortgagee as hereinafter set
forth.   Neither the demand for or  collection  of  Rents  and  Profits  by
Mortgagee  shall  constitute any assumption by Mortgagee of any obligations
under any agreement  relating  thereto.   Mortgagee is obligated to account
only for such Rents and Profits as are actually  collected  or  received by
Mortgagee.   Mortgagor  irrevocably agrees and consents that the respective
payors  of  the  Rents and Profits  shall,  upon  demand  and  notice  from
Mortgagee of an Event  of  Default hereunder, pay said Rents and Profits to
Mortgagee without liability  to determine the actual existence of any Event
of Default claimed by Mortgagee.   Mortgagor hereby waives any right, claim
or demand which Mortgagor may now or  hereafter have against any such payor
by reason of such payment of Rents and  Profits  to Mortgagee, and any such
payment shall discharge such payor's obligation to  make  such  payment  to
Mortgagor.   All Rents and Profits collected or received by Mortgagee shall
be  applied  against   all   expenses  of  collection,  including,  without
limitation, attorneys' fees, against  costs  of operation and management of
the Property and against the indebtedness secured hereby, in whatever order
or priority as to any of the items so mentioned as Mortgagee directs in its
sole  subjective  discretion and without regard  to  the  adequacy  of  its
security.  Neither  the  exercise  by  Mortgagee  of  any rights under this
Section  nor  the  application  of  any  Rents and Profits to  the  secured
indebtedness  shall cure or be deemed a waiver  of  any  Event  of  Default
hereunder.  The  assignment  of Rents and Profits hereinabove granted shall
continue in full force and effect  during  any  period  of  foreclosure  or
redemption  with  respect  to  the  Property.   Mortgagor  has  executed an
Assignment   of   Leases  and  Rents  dated  of  even  date  herewith  (the
"Assignment") in favor  of  Mortgagee  covering all of the right, title and
interest of Mortgagor, as landlord, lessor  or  licensor,  in  and  to  any
Leases.   All  rghts and remedies granted to Mortgagee under the Assignment
shall be in addition  to  and cumulative of all rights and remedies granted
to Mortgagee hereunder.

          1.12 LEASES AND LICENSES.

          (a) Prior to execution of any Leases of space in the Improvements
after the date hereof, Mortgagor shall submit to Mortgagee, for Mortgagee's
prior approval, which approval  shall  not be unreasonably withheld, a copy
of  the  form  Lease  Mortgagor  plans  to use  in  leasing  space  in  the
Improvements.  All Leases of space in the  Improvements  shall  be on terms
consistent with the terms for similar leases in the market area of the Real
Estate,  shall  provide  for free rent only if the same is consistent  with
prevailing market conditions  and  shall  provide  for  market  rents  then
prevailing  in  the  market  area of the Real Estate.  Mortgagor shall also
submit to Mortgagee for Mortgagee's  approval,  which approval shall not be
unreasonably withheld, prior to the execution thereof,  any  proposed Lease
of  the  Improvements  or  any portion thereof that differs materially  and
adversely from the aforementioned  form Lease.  Mortgagor shall not execute
any Lease for all or a substantial portion  of  the Property, except for an
actual occupancy by the Tenant thereunder, and shall  at all times promptly
and  faithfully  perform, or cause to be performed, all of  the  covenants,
conditions and agreements  contained  in  all  Leases  with  respect to the
Property, now or hereafter existing, on the part of the landlord, lessor or
licensor thereunder to be kept and performed.  Mortgagor shall  furnish  to
Mortgagee,  within ten (10) days after a request by Mortgagee to do so, but
in any event  by  January  1 of each year, a current Rent Roll certified by
Mortgagor as being true and  correct  containing  the  names of all Tenants
with  respect  to the Property, the terms of their respective  Leases,  the
spaces occupied  and  the rentals or fees payable thereunder and the amount
of  each  tenant's  security  deposit.   Upon  the  request  of  Mortgagee,
Mortgagor shall deliver  to Mortgagee a copy of each such Lease.  Mortgagor
shall not do or suffer to be done any act that might result in a default by
the landlord, lessor or licensor  under  any such Lease or allow the Tenant
thereunder to wihhold payment or rent and,  except  as  otherwise expressly
permitted by the terms of Section 1.12 hereof, shall not further assign any
such  Lease  or  any  such  rents.   Mortgagor,  at  no cost or expense  to
Mortgagee,  shall  enforce,  short  of  termination,  the  performance  and
observance of each and every condition and covenant of each  of the parties
under such Leases.  Mortgagor shall not, without the prior written  consent
of  Mortgagee,  modify any of the Leases, terminate or accept the surrender
of any Leases, waive  or  release  any  other party from the performance or
observance of any obligation or condition  under  such Leases except in the
normal course of business in a manner which is consistent  with  sound  and
customary  leasing  and  management practices for similar properties in the
community in which the Property is located.  Mortgagor shall not permit the
prepayment of any rents under any of the Leases for more than one (1) month
prior to the due date thereof.

          (b) Each  commercial   Lease   executed  after  the  date  hereof
affecting any of the Real Estate or the Improvements  must  provide,  in  a
manner  approved  by  Mortgagee,  that  the  Tenant  will  recognize as its
landlord,  lessor  or  licensor,  as  applicable, and attorn to any  person
succeeding  to  the interest of Mortgagor  upon  any  foreclosure  of  this
Mortgage or deed in lieu of foreclosure.  Each such commercial  Lease shall
also provide that,  upon  request of said successor-in-interest, the Tenant
shall  execute and deliver an  instrument  or  instruments  confirming  its
attornment as provided for in this Section; provided, however, that neither
Mortgagee  nor  any  successor-in-interest shall be bound by any payment of
rental  for more than one  (1)  month  in  advance,  or  any  amendment  or
modification  of  said  commercial  Lease  made without the express written
consent of Mortgagee or said successor-in-interest.

          (c) Upon  the  occurrence  of  an Event  of  Default  under  this
Mortgage, whether before or after the whole principal sum secured hereby is
declared to be immediately due or whether  before  or after the institution
of legal proceedings to foreclose this Mortgage, forthwith,  upon demand of
Mortgagee,  Mortgagor shall 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.  In such  event,  Mortgagee shall
have, and Mortgagor hereby gives and grants to Mortgagee, the  right, power
and authority to make and enter into Leases with respect to the Property or
portions thereof for such rents and for such periods of occupancy  and upon
conditions  and  provisions  as  Mortgagee  may  deem desirable in its sole
discretion, and Mortgagor expressly acknowledges and  agrees  that the term
of any such Lease may extend beyond the date of any foreclosure sale at the
Property; it being the intention of Mortgagor that in such event  Mortgagee
shall  be  deemed to be and shall be the attorney-in-fact of Mortgagor  for
the purpose  of making and entering into Leases of parts or portions of the
Property for the rents and upon the terms, conditions and provisions deemed
desirable to Mortgagee  in  its  sole discretion and with like effect as if
such Leases had been made by Mortgagor  as  the  owner in fee simple of the
Property  free  and clear of any conditions or limitations  established  by
this Mortgage.  The  power  and  authority  hereby  given  and  granted  by
Mortgagor  to  Mortgagee  shall  be  deemed to be coupled with an interest,
shall not be revocable by Mortgagor so  long  as  any  indebtedness secured
hereby   is   outstanding,  shall  survive  the  voluntary  or  involuntary
dissolution of  Mortgagor  and  shall  not be affected by any disability or
incapacity  suffered  by  Mortgagor subsequent  to  the  date  hereof.   In
connection with any action  taken  by  Mortgagee  pursuant to this Section,
Mortgagee shall not be liable for any loss sustained by Mortgagor resulting
from any failure to letthe Property, or any part thereof, or from any other
act or omission of Mortgagee in managing the Property,  nor shall Mortgagee
be  obligated  to  perform or discharge any obligation, duty  or  liability
under any Lease covering  the  Property  or any part thereof or under or by
reason of this instrument or the exercise  of rights or remedies hereunder.
Mortgagor  shall,  and  does  hereby, indemnify  Mortgagee  for,  and  hold
Mortgagee harmless from, any and all claims, actions, demands, liabilities,
loss or damage which may or might  be  incurred by Mortgagee under any such
Lease  or  under this Mortgage or by the exercise  of  rights  or  remedies
hereunder and  from  any and all claims and demands whatsoever which may be
asserted  against  Mortgagee  by  reason  of  any  alleged  obligations  or
undertakings on its  part  to  perform  or  discharge  any  of  the  terms,
covenants  or  agreements  contained  in  any  such  Lease other than those
finally determined by a court of competent jurisdiction  to  have  resulted
solely  from  the  gross  negligence  or  willful  misconduct of Mortgagee.
Should Mortgagee incur any such liability, the amount  thereof,  including,
without  limitation,  costs,  expenses  and attorneys' fees, together  with
interest thereon at the Default Interest  Rate  from  the  date incurred by
Mortgagee  until actually paid by Mortgagor, shall be immediately  due  and
payable to Mortgagee by Mortgagor on demand and shall be secured hereby and
by all of the  other  Loan  Documents  securing  all  or  any  part  of the
indebtedness  evidenced  by the Note.  Nothing in this Section shall impose
on Mortgagee any duty, obligation  or responsibility for the control, care,
management or repair of the Property, or for the carrying out of any of the
terms  and  conditions of any such Lease  nor  shall  it  operate  to  make
Mortgagee responsible  or liable for any waste committed on the Property by
the Tenants or by any other  parties  or  for  any  dangerous  or defective
condition of the Property, or for any negligence in the management, upkeep,
repair  or  control of the Property.  Mortgago hereby assents to,  ratifies
and confirms  any and all actions of Mortgagee with respect to the Property
taken under this Section.

          1.13 Alienation and Further Encumbrances.

          (a) Mortgagor  acknowledges  that  Mortgagee  has relied upon the
principals  of Mortgagor and their experience in owning and  operating  the
Property through a management contract with Merry Land Property Management,
Inc. and properties  similar to the Property in connection with the closing
of the loan evidenced  by  the  Note.   Accordingly, except as specifically
allowed  hereinbelow in this Section and notwithstanding  anything  to  the
contrary contained in SECTION 4.6 hereof, in the event that the Property or
any part thereof  or interest therein shall be sold, conveyed, disposed of,
alienated,  hypothecated,  leased  (except  to  Tenants  of  space  in  the
Improvements  in  accordance  with  the provisions of SECTION 1.12 hereof),
assigned, pledged, mortgaged, further  encumbered  or otherwise transferred
or Mortgagor shall be divested of its title to the Property or any interest
therein,  in  any  manner  or  way,  whether voluntarily or  involuntarily,
without the prior written consent of Mortgagee  being first obtained, which
consent may be withheld in Mortgagee's sole discretion, then the same shall
constitute  an  Event  of Default hereunder and Mortgagee  shall  have  the
right, at its option, to  declare  any  or  all of the indebtedness secured
hereby,  irrespective  of  the  maturity  date  specified   in   the  Note,
immediately  due  and  payable  and  to otherwise exercise any of its other
rights and remedies contained in ARTICLE  III hereof.  If such acceleration
is  during any period when a prepayment fee  is  payable  pursuant  to  the
provisions  set  forth  in  the  Note,  then,  in  addition  to  all of the
foregoing,  such  prepayment  fee  shall  also then be immediately due  and
payable  to  the same end as though Mortgagor  were  prepaying  the  entire
indebtedness secured  hereby  on  the  date  of such acceleration.  For the
purposes of this Section: (i) in the event either  Mortgagor  or any of its
general partners or managing members is a corporation or trust,  the  sale,
conveyance,  transfer  or  disposition  of  more than 10% of the issued and
outstanding capital stock of Mortgagor or any of its general partners or of
the beneficial interest of such trust (or the  issuance  of  new  shares of
capital  stock  in  Mortgagor  or  any  of its general partners or managing
members so that immediately after such issuance  the  total  capital  stock
then  issued  and  outstanding  is  more than 110% of the total immediately
prior to such issuance) shall be deemed  to be a transfer of an interest in
the Property; and (ii) in the event Mortgagor  or  any  general  partner or
managing member of Mortgagor is a limited or general partnership,  a  joint
venture or a limited liability company, a change in the ownership interests
in  any  general partner, any joint venturer or any managing member, either
voluntarily, involuntarily or otherwise, or the sale, conveyance, transfer,
disposition, alienation, hypothecation or encumbering of all or any portion
of the interest  of  any  such  general partner, joint venturer or managing
member in Mortgagor or such general  partner  (whether  in  the  form  of a
beneficial  or partnership interest or in the form of a power of direction,
control or management,  or  otherwise), shall be deemed to be a transfer of
an interest in the Property.   Notwithstanding  the foregoing, however, (i)
limited partnership or non-managing member interests in Mortgagor or in any
general   partner  or  managing  member  of  Mortgagor  shall   be   freely
transferable  without  the  consent  of  Mortgagee,  (ii)  any  involuntary
transfer  caused  by  the  death  of  Mortgagor  or  any  general  partner,
shareholder, joint venturer, or beneficial owner of a trust shall not be an
Event of Default under this Mortgage so long as Mortgagor is reconstituted,
if  required, following such death and so long as those persons responsible
for the  management  of  the  Property remain unchanged as a result of such
death or any replacement management  is  approved  by  Mortgagee  and (iii)
gifts  for  estate  planning  purposes  of  any  individual's  interests in
Mortgagor  or  in any of Mortgagor's general partners, managing members  or
joint venturers  to the spouse or any lineal descendant of such individual,
or to a trust for the benefit of any one or more of such individual, spouse
or lineal descendant,  shall not be an Event of Default under this Mortgage
so long as Mortgagor is reconstituted, if required, following such gift and
so long as those persons responsible for the management of the Property and
Mortgagor  remain  unchanged   following   such  gift  or  any  replacement
management is approved by Mortgagee.

          (b) Notwithstanding the foregoing  provisions  of  this  Section,
Mortgagee  shall consent to one or more sales, conveyances or transfers  of
the Property  in its entirety (hereinafter, "SALE") to any person or entity
provided that each  of the following terms and conditions are satisfied for
each such Sale:

          (1)     No  Default  or  Event  of  Default  is  then  continuing
hereunder or under any of the other Loan Documents;

          (2)     Mortgagor gives Mortgagee written notice of the  terms of
such  prospective  Sale  not  less than sixty (60) days before the date  on
which such Sale is scheduled to  close  and,  concurrently therewith, gives
Mortgagee all such information concerning the proposed  transferee  of  the
Property (hereinafter, "BUYER") as Mortgagee would require in evaluating an
initial  extension  of  credit  to  a borrower and pays to Mortgagee a non-
refundable application fee in the amount of $5,000.00. Mortgagee shall have
the  right to approve or disapprove the  proposed  Buyer.   In  determining
whether  to  give or withhold its approval of the proposed Buyer, Mortgagee
shall consider  the  Buyer's  experience  and  track  record  in owning and
operating  facilities  similar  to  the  Property,  the  Buyer's  financial
strength,   the   Buyer's   general   business  standing  and  the  Buyer's
relationships and experience with contractors,  vendors,  tenants,  lenders
and  other  business  entities;  PROVIDED,  HOWEVER,  that, notwithstanding
Mortgagee's  agreement  to  consider the foregoing factors  in  determining
whether to give or withhold such  approval, such approval shall be given or
withheld based on what Mortgagee determines  to  be commercially reasonable
in Mortgagee's commercially reasonable discretion  and,  if  given,  may be
given subject to such conditions as Mortgagee may deem appropriate;

          (3)     Mortgagor  pays  Mortgagee, concurrently with the closing
of such Sale, a non-refundable assumption  fee  in  an  amount equal to all
out-of-pocket costs and expenses, including, without limitation, attorneys'
fees,  incurred by Mortgagee in connection with the Sale,  plus  an  amount
equal to  one  percent  (1.0%) of the then outstanding principal balance of
the Note;

          (4)     The Buyer  assumes  and  agrees  to  pay the indebtedness
secured hereby subject to the provisions of SECTION 4.27  hereof and, prior
to  or  concurrently  with  the  closing of such Sale, the Buyer  executes,
without any cost or expense to Mortgagee,  such documents and agreements as
Mortgagee  shall  reasonably  require  to  evidence   and  effectuate  said
assumption and delivers such legal opinions as Mortgagee may require;

          (5)     A party associated with the Buyer approved  by  Mortgagee
in  its  sole  discretion assumes the obligations of the current indemnitor
under its guaranty  or  indemnity  agreement and such party associated with
the  Buyer  executes, without any cost  or  expense  to  Mortgagee,  a  new
guaranty or indemnity  agreement  in  form  and  substance  satisfactory to
Mortgagee and delivers such legal opinions as Mortgagee may require;

          (6)     Mortgagor  and  the  Buyer execute, without any  cost  or
expense  to  Mortgagee,  new financing statements  or  financing  statement
amendments and any additional documents reasonably requested by Mortgagee;

          (7)     Mortgagor  delivers  to  Mortgagee,  without  any cost or
expense  to  Mortgagee,  such  endorsements  to Mortgagee's title insurance
policy,  hazard insurance endorsements or certificates  and  other  similar
materials  as  Mortgagee may deem necessary at the time of the Sale, all in
form  and  substance   satisfactory   to   Mortgagee,   including,  without
limitation, an endorsement or endorsements to Mortgagee's  title  insurance
policy insuring the lien of this Mortgage, extending the effective  date of
such  policy  to  the  date  of  execution  and  delivery (or, if later, of
recording) of the assumption agreement referenced above in SUBPARAGRAPH (4)
of this Section, with no additional exceptions added  to  such  policy, and
insuring that fee simple title to the Property is vested in the Buyer;

          (8)     Mortgagor executes and delivers to Mortgagee, without any
cost  or  expense  to  Mortgagee,  a  release  of  Mortgagee, its officers,
directors, employees and agents, from all claims and  liability relating to
the transactions evidenced by the Loan Documents, through and including the
date  of  the closing of the Sale, which agreement shall  be  in  form  and
substance satisfactory to Mortgagee and shall be binding upon the Buyer;

          (9)     Subject  to  the  provisions of SECTION 4.27 hereof, such
Sale is not construed so as to relieve  Mortgagor of any personal liability
under the Note or any of the other Loan Documents  for  any  acts or events
occurring  or  obligations  arising  prior  to  or simultaneously with  the
closing of such Sale, and Mortgagor executes, without  any  cost or expense
to  Mortgagee, such documents and agreements as Mortgagee shall  reasonably
require  to  evidence  and  effectuate  the  ratification  of said personal
liability.  Mortgagor shall be released from and relieved of  any  personal
liability under the Note or any of the other Loan Documents for any acts or
events  occurring  or  obligations  arising  after the closing of such Sale
which are not caused by or arising out of any  acts  or events occurring or
obligations  arising prior to or simultaneously with the  closing  of  such
Sale;

          (10)    Such  Sale  is not construed so as to relieve any current
indemnitor of its obligations under any guaranty or indemnity agreement for
any  acts  or  events  occurring  or   obligations   arising  prior  to  or
simultaneously  with  the  closing  of  such  Sale, and each  such  current
indemnitor  executes,  without  any  cost  or expense  to  Mortgagee,  such
documents and agreements as Mortgagee shall  reasonably require to evidence
and  effectuate  the  ratification  of  each  such guaranty  and  indemnity
agreement.   Each  such  current  indemnitor shall  be  released  from  and
relieved  of  any  of  its obligations  under  any  guaranty  or  indemnity
agreement executed in connection  with the loan secured hereby for any acts
or events occurring or obligations  arising  after the closing of such Sale
which are not caused by or arising out of any  acts  or events occurring or
obligations  arising prior to or simultaneously with the  closing  of  such
Sale;

          (11)    The  Buyer  shall furnish, if the Buyer is a corporation,
partnership or other entity, all  appropriate papers evidencing the Buyer's
capacity and good standing, and the qualification of the signers to execute
the  assumption of the indebtedness  secured  hereby,  which  papers  shall
include  certified copies of all documents relating to the organization and
formation  of  the Buyer and of the entities, if any, which are partners of
the  Buyer.   The   Buyer   and   such  constituent  partners,  members  or
shareholders of Buyer (as the case  may  be),  as  Mortgagee shall require,
shall  be  single  purpose, "bankruptcy remote" entities,  whose  formation
documents  shall  be  approved  by  counsel  to  Mortgagee.   The  one  (1)
individual recommended by the Mortgagor shall serve as independent director
of the Buyer (if the Buyer  is  a  corporation)  or  the  Buyer's corporate
general  partner  or  as independent member or as manager of Buyer  if  the
Buyer is a limited liability  company.   The  consent  of  such independent
party shall be required for, among other things, any merger, consolidation,
dissolution, bankruptcy or insolvency of such independent party  or  of the
Buyer; and

          (12)    Mortgagor delivers to Mortgagee a written statement  from
the applicable rating agency to the effect that the Sale will not result in
a  downgrading,  withdrawal  or  qualification of the respective ratings in
effect  immediately  prior  to  such Sale  for  any  securities  issues  in
connection with a Secondary Market Transaction (as hereinafter defined).

          1.14 PAYMENT OF UTILITIES,  ASSESSMENTS, CHARGES, ETC.  Mortgagor
shall pay when due all utility charges  which  are incurred by Mortgagor or
which may become a charge or lien against any portion  of  the Property for
gas,  electricity,  water and sewer services furnished to the  Real  Estate
and/or the Improvements  and  all other assessments or charges of a similar
nature,  or assessments payable  pursuant  to  any  restrictive  covenants,
whether  public   or   private,   affecting  the  Real  Estate  and/or  the
Improvements or any portion thereof,  whether  or  not  such assessments or
charges are or may become liens thereon.

           1.15  ACCESS  PRIVILEGES  AND  INSPECTIONS.  Mortgagee  and  the
agents, representatives and employees of Mortgagee  shall,  subject  to the
rights  of  tenants,  have  full and free access to the Real Estate and the
Improvements and any other location  where books and records concerning the
Property are kept at all reasonable times  for  the  purposes of inspecting
the Property and of examining, copying and making extracts  from  the books
and  records  of Mortgagor relating to the Property.  Mortgagor shall  lend
assistance to all such agents, representatives and employees of Mortgagee.

          1.16  WASTE;  ALTERATION  OF  IMPROVEMENTS.   Mortgagor shall not
commit,  suffer  or permit any waste on the Property nor take  any  actions
that might invalidate  any  insurance  carried  on the Property.  Mortgagor
shall maintain the Property in good condition and  repair.   No part of the
Improvements may be removed, demolished or materially altered,  without the
prior  written consent of Mortgagee.  Without the prior written consent  of
Mortgagee, Mortgagor shall not commence construction of any improvements on
the Real  Estate  other  than  improvements required for the maintenance or
repair of the Property.

          1.17 ZONING.  Without  the  prior  written  consent of Mortgagee,
Mortgagor  shall  not  seek, make, suffer, consent to or acquiesce  in  any
change in the zoning or  conditions  of  use  of  the  Real  Estate  or the
Improvements.   Mortgagor  shall comply with and make all payments required
under the provisions of any covenants, conditions or restrictions affecting
the  Real Estate or the Improvements.   Mortgagor  shall  comply  with  all
existing  and  future  requirements  of all governmental authorities having
jurisdiction  over  the  Property.   Mortgagor  shall  keep  all  licenses,
permits, franchises and other approvals  necessary for the operation of the
Property in full force and effect.  Mortgagor shall operate the Property as
an apartment development for so long as the  indebtedness secured hereby is
outstanding.  If, under applicable zoning provisions, the use of all or any
part of the Real Estate or the Improvements is  or  becomes a nonconforming
use,  Mortgagor shall not cause or permit such use to  be  discontinued  or
abandoned without the prior written consent of Mortgagee.  Further, without
Mortgagee's  prior written consent, Mortgagor shall not file or subject any
part  of  the Real  Estate  or  the  Improvements  to  any  declaration  of
condominium  or  co-operative or convert any part of the Real Estate or the
Improvements to a  condominium,  co-operative  or  other  form  of multiple
ownership and governance.

          1.18 FINANCIAL STATEMENTS AND BOOKS AND RECORDS.  Mortgagor shall
keep  accurate  books  and  records of account of the Property and its  own
financial  affairs  sufficient  to  permit  the  preparation  of  financial
statements therefrom  in  accordance  with  generally  accepted  accounting
principles.   Mortgagee and its duly authorized representatives shall  have
the right to examine,  copy  and  audit  Mortgagor's  records  and books of
account  at  all  reasonable times.  So long as this Mortgage continues  in
effect, Mortgagor shall  provide  to  Mortgagee,  in  addition to any other
financial  statements  required hereunder or under any of  the  other  Loan
Documents, the following financial statements and information, all of which
must be certified to Mortgagee  as  being  true and correct by Mortgagor or
the person or entity to which they pertain,  as  applicable, be prepared in
accordance  with  generally  accepted  accounting  principles  consistently
applied and be in form and substance acceptable to Mortgagee:

          (a) copies of all tax returns filed by Mortgagor,  within  thirty
(30) days after the date of filing;

          (b) monthly operating statements for the Property within ten (10)
days after the end of each month during the first twelve months of the term
of the loan secured hereby;

          (c) quarterly  operating  statements  for  the  Property,  within
thirty (30) days after the end of each calendar quarter;

          (d) annual  balance  sheets for the Property and annual financial
statements for Mortgagor, each principal  or  general partner in Mortgagor,
and each indemnitor and guarantor under any indemnity  or guaranty executed
in connection with the loan secured hereby, within ninety  (90)  days after
the end of each calendar year; and

          (e) such   other   information  with  respect  to  the  Property,
Mortgagor,  the  principals or general  partners  in  Mortgagor,  and  each
indemnitor and guarantor  under  any  indemnity  or  guaranty  executed  in
connection  with  the loan secured hereby, which may be requested from time
to  time by Mortgagee,  within  a  reasonable  time  after  the  applicable
request.

If any  of  the  aforementioned  materials  are  not furnished to Mortgagee
within the applicable time periods or Mortgagee is  dissatisfied  with  the
contents  of  any  of  the  foregoing,  in addition to any other rights and
remedies of Mortgagee contained herein, Mortgagee shall have the right, but
not the obligation after notice and a 30  day  right to cure, to obtain the
same  by  means of an audit by an independent certified  public  accountant
selected by  Mortgagee,  in  which  event  Mortgagor  agrees  to pay, or to
reimburse  Mortgagee for, any expense of such audit and further  agrees  to
provide all  necessary  information  to  said  accountant  and to otherwise
cooperate in the making of such audit.

          1.19 FURTHER DOCUMENTATION.(a) Mortgagor shall, on the request of
Mortgagee  and  at  the  expense  of  Mortgagor:  (a) promptly correct  any
defect, error or omission which may be  discovered  in the contents of this
Mortgage  or  in  the  contents  of  any of the other Loan  Documents;  (b)
promptly execute, acknowledge, deliver  and  record  or  file  such further
instruments  (including,  without  limitation, further mortgages, deeds  of
trust,   security   deeds,  security  agreements,   financing   statements,
continuation statements and assignments of rents or leases) and promptly do
such further acts as  may  be  necessary,  desirable or proper to carry out
more effectively the purposes of this Mortgage and the other Loan Documents
and to subject to the liens and security interests  hereof  and thereof any
property intended by the terms hereof and thereof to be covered  hereby and
thereby,  including  specifically,  but  without  limitation, any renewals,
additions, substitutions, replacements or appurtenances  to  the  Property;
(c) promptly execute, acknowledge, deliver, procure and record or file  any
document  or  instrument  (including  specifically any financing statement)
deemed advisable by Mortgagee to protect,  continue or perfect the liens or
the security interests hereunder against the  rights  or interests of third
persons; and (d) promptly furnish to Mortgagee, upon Mortgagee's request, a
duly acknowledged written statement and estoppel certificate  addressed  to
such  party  or  parties as directed by Mortgagee and in form and substance
supplied by Mortgagee,  setting  forth  all  amounts  due  under  the Note,
stating  whether  any  Default  or Event of Default has occurred hereunder,
stating  whether any offsets or defenses  exist  against  the  indebtedness
secured  hereby   and  containing  such  other  matters  as  Mortgagee  may
reasonably require.

          (b) Mortgagor  acknowledges that Mortgagee and its successors and
assigns may effectuate a Secondary  Market  Transaction.   Mortgagor  shall
cooperate  in  good  faith  with  Mortgagee in effecting any such Secondary
Market Transaction and shall cooperate  in  good  faith  to  implement  all
requirements  imposed by any rating agency involved in any Secondary Market
Transaction including,  without limitation, all structural or other changes
to  the  indebtedness  secured   hereby,  modifications  to  any  documents
evidencing  or securing the loan; provided,  however,  that  the  Mortgagor
shall not be  required  to  modify any documents evidencing or securing the
indebtedness  secured hereby which  would  modify  (A)  the  interest  rate
payable under the  Note,  (B)  the  stated  maturity  of  the Note, (C) the
amortization  of principal of the Note, or (D) any other material  economic
term of the indebtedness  secured  hereby.   Mortgagor  shall  provide such
information,  and  documents  relating  to  Mortgagor,  any  guarantor   or
indemnitor,  the  Property and any tenants of the Improvements as Mortgagee
may  reasonably  request   in   connection   with   such  Secondary  Market
Transaction.  Mortgagor shall make available to Mortgagee  all  information
concerning  its  business  and  operations  that  Mortgagee  may reasonably
request.   Mortgagee shall be permitted to share all such information  with
the investment  banking firms, rating agencies, accounting firms, law firms
and other third-party  advisory  firms  involved with the Loan Documents or
the applicable Secondary Market Transaction.   It  is  understood  that the
information   provided   by   Mortgagor  to  Mortgagee  may  ultimately  be
incorporated  into  the  offering   documents   for  the  Secondary  Market
Transaction and thus various investors may also see  some  or  all  of  the
information.   Mortgagee  and all of the aforesaid third-party advisors and
professional firms shall be  entitled  to  rely on the information supplied
by, or on behalf of, Mortgagor and Mortgagor  indemnifies  Mortgagee  as to
any  losses,  claims, damages or liabilities that arise out of or are based
upon any untrue  statement or alleged untrue statement of any material fact
contained in such  information  or  arise  out  of  or  are  based upon the
omission or alleged omission to state therein a material fact  required  to
be  stated in such information or necessary in order to make the statements
in such information, or in light of the circumstances under which they were
made,  not  misleading.   Mortgagee  may  publicize  the  existence  of the
indebtedness  secured  hereby  in  connection  with  its  marketing  for  a
Secondary   Market  Transaction  or  otherwise  as  part  of  its  business
development.   For  purposes hereof, a "Secondary Market Transaction" shall
be (a) any sale of the  Mortgage,  Note  and other Loan Documents to one or
more  investors as a whole loan; (b) a participation  of  the  indebtedness
secured  hereby  to one or more investors, (c) any deposit of the Mortgage,
Note and other Loan  Documents  with a trust or other entity which may sell
certificates or other instruments  to  investors  evidencing  an  ownership
interest in the assets of such trust or other entity, or (d) any other sale
or  transfer of the indebtedness secured hereby or any interest therein  to
one or more investors.

           1.20  PAYMENT  OF  COSTS; REIMBURSEMENT TO MORTGAGEE.  Mortgagor
shall pay all costs and expenses  of every character incurred in connection
with the closing of the loan evidenced  by  the  Note and secured hereby or
otherwise  attributable or chargeable to Mortgagor  as  the  owner  of  the
Property, including,  without  limitation,  appraisal fees, recording fees,
documentary,  stamp,  mortgage  or  intangible taxes,  brokerage  fees  and
commissions,  title  policy  premiums  and   title   search  fees,  uniform
commercial code/tax lien/litigation search fees, escrow fees and reasonable
attorneys' fees.  If Mortgagor defaults in any such payment,  which default
is not cured within any applicable grace or cure period, Mortgagee  may pay
the  same  and  Mortgagor  shall reimburse Mortgagee on demand for all such
costs and expenses incurred  or  paid  by  Mortgagee,  together  with  such
interest  thereon  at  the Default Interest Rate from and after the date of
Mortgagee's making such  payment  until reimbursement thereof by Mortgagor.
Any such sums disbursed by Mortgagee,  together with such interest thereon,
shall be additional indebtedness of Mortgagor  secured by this Mortgage and
by  all  of  the  other Loan Documents securing all  or  any  part  of  the
indebtedness evidenced  by  the  Note.   Further,  Mortgagor shall promptly
notify  Mortgagee  in  writing  of any litigation or threatened  litigation
affecting the Property, or any other  demand  or  claim which, if enforced,
could impair or threaten to impair Mortgagee's security hereunder.  Without
limiting or waiving any other rights and remedies of  Mortgagee  hereunder,
if  Mortgagor fails to perform any of its covenants or agreements contained
in this  Mortgage or in any of the other Loan Documents and such failure is
not cured  within  any applicable grace or cure period, or if any action or
proceeding of any kind  (including,  but  not  limited  to, any bankruptcy,
insolvency, arrangement, reorganization or other debtor relief  proceeding)
is  commenced  which  might affect Mortgagee's interest in the Property  or
Mortgagee's right to enforce  its  security,  then  Mortgagee  may,  at its
ption,  with or without notice to Mortgagor, make any appearances, disburse
any sums  and  take any actions as may be necessary or desirable to protect
or enforce the security  of  this  Mortgage  or  to  remedy  the failure of
Mortgagor  to  perform  its  covenants  and  agreements  (without, however,
waiving any default of Mortgagor).  Mortgagor agrees to pay  on  demand all
expenses  of  Mortgagee  incurred with respect to the foregoing (including,
but not limited to, reasonable fees and disbursements of counsel), together
with interest thereon at the  Default Interest Rate from and after the date
on which Mortgagee incurs such  expenses  until  reimbursement  thereof  by
Mortgagor.   Any  such  expenses  so  incurred  by Mortgagee, together with
interest  thereon  as provided above, shall be additional  indebtedness  of
Mortgagor secured by  this  Mortgage and by all of the other Loan Documents
securing all or any part of the  indebtedness  evidenced  by the Note.  The
necessity  for  any  such  actions and of the amounts to be paid  shall  be
determined by Mortgagee in its  discretion.   Mortgagee is hereby empowered
to enter and to authorize others to enter upon  the  Property  or  any part
thereof for the purpose of performing or observing any such defaulted term,
covenant  or condition without thereby becoming liable to Mortgagor or  any
person  in  possession   holding   under   Mortgagor.    Mortgagor   hereby
acknowledges  and  agrees  that the remedies set forth in this Section 1.20
shall be exercisable by Mortgagee,  and  any and all payments made or costs
or expenses incurred by Mortgagee in connection  therewith shall be secured
hereby and shall be, without demand, immediately repaid  by  Mortgagor with
interest  thereon  at the Default Interest Rate, notwithstanding  the  fact
that such remedies were exercised and such payments made and costs incurred
by Mortgagee after the  filing  by  Mortgagor  of  a  voluntary case or the
filing against Mortgagor of an involuntary case pursuant  to  or within the
meaning of the Bankruptcy Reform Act of 1978, as amended, Title  11 U.S.C.,
or after ay similar action pursuant to any other debtor relief law (whether
statutory,   common  law,  case  law  or  otherwise)  of  any  jurisdiction
whatsoever, now  or hereafter, in effect, which may be or become applicable
to  Mortgagor,  Mortgagee,   any   guarantor  or  indemnitor,  the  secured
indebtedness or any of the Loan Documents.   Mortgagor  hereby  indemnifies
and  holds Mortgagee harmless from and against all loss, cost and  expenses
with respect  to  any  Event of Default hereof, any liens (i.e., judgments,
mechanics' and materialmen's liens, or otherwise), charges and encumbrances
filed against the Property,  and from any claims and demands for damages or
injury, including claims for property  damage,  personal injury or wrongful
death, arising out of or in connection with any accident  or  fire or other
casualty  on  the Real Estate or the Improvements or any nuisance  made  or
suffered thereon,  including,  in  any  case,  attorneys'  fees,  costs and
expenses  as aforesaid, whether at pretrial, trial or appellate level,  and
such indemnity  shall  survive  payment in full of the indebtedness secured
hereby.  This Section shall not be  construed to require Mortgagee to incur
any expenses, make any appearances or take any actions.

           1.21  SECURITY INTEREST.  This  Mortgage  is  also  intended  to
encumber and create  a security interest in, and Mortgagor hereby grants to
Mortgagee  a security interest  in  all  sums  on  deposit  with  Mortgagee
pursuant to the provisions of Sections 1.6, 1.7, 1.8 and 1.35 hereof or any
other Section  hereof  and  all  fixtures,  chattels,  accounts, equipment,
inventory, contract rights, general intangibles and other personal property
included  within the Property, all renewals, replacements  of  any  of  the
aforementioned  items,  or articles in substitution therefor or in addition
thereto or the proceeds thereof  (said  property is hereinafter referred to
collectively  as  the "Collateral"), whether  or  not  the  same  shall  be
attached to the Real  Estate  or  the  Improvements  in  any manner.  It is
hereby  agreed  that to the extent permitted by law, all of  the  foregoing
property is to be  deemed  and held to be a part of and affixed to the Real
Estate and the Improvements.   The  foregoing  security interest shall also
cover Mortgagor's leasehold interest in any of the foregoing property which
is  leased  by  Mortgagor.   Notwithstanding  the  foregoing,  all  of  the
foregoing property shall be owned by Mortgagor and no  material  leasing or
installment  sales  or  other  financing  or  title retention agreement  in
connection therewith shall be permitted without  the prior written approval
of  Mortgagee.   Mortgagor shall, from time to time  upon  the  request  of
Mortgagee, supply Mortgagee with a current inventory of all of the property
in which Mortgagee is granted a security interest hereunder, in such detail
as Mortgagee may require.   Mortgagor  shall  promptly  replace  all of the
Collateral  subject to the lien or security interest of this Mortgage  when
worn or obsolete  with  Collateral  comparable  to the worn out or obsolete
Collateral  when  new and will not, without the prior  written  consent  of
Mortgagee, remove from  the  Real  Estate  or  the  Improvements any of the
Collateral subject to the lien or security interest of this Mortgage except
such as is replaced by an article of equal suitabilit  and  value  as above
provided,  owned  by  Mortgagor  free  and  clear  of  any lien or security
interest except that created by this Mortgage and the other  Loan Documents
and except as otherwise expressly permitted by the terms of Section 1.13 of
this Mortgage.  All of the Collateral shall be kept at the location  of the
Real  Estate  except  as  otherwise  required  by  the  terms  of  the Loan
Documents.   Mortgagor shall not use any of the Collateral in violation  of
any applicable statute, ordinance or insurance policy.

           1.22  SECURITY  AGREEMENT.  This Mortgage constitutes a security
agreement between Mortgagor and Mortgagee with respect to the Collateral in
which Mortgagee is granted a  security  interest hereunder, and, cumulative
of all other rights and remedies of Mortgagee  hereunder,  Mortgagee  shall
have all of the rights and remedies of a secured party under any applicable
Uniform Commercial Code.  Mortgagor hereby agrees to execute and deliver on
demand  and  hereby  irrevocably  constitutes  and  appoints  Mortgagee the
attorney-in-fact  of  Mortgagor to execute and deliver and, if appropriate,
to  file  with the appropriate  filing  officer  or  office  such  security
agreements,   financing   statements,   continuation  statements  or  other
instruments as Mortgagee may request or require in order to impose, perfect
or continue the perfection of the lien or security interest created hereby.
Except  with  respect  to  Rents and Profits  to  the  extent  specifically
provided  herein  to  the contrary,  Mortgagee  shall  have  the  right  of
possession of all cash,  securities,  instruments,  negotiable instruments,
documents, certificates and any other evidences of cash  or  other property
or  evidences  of  rights  to cash rather than property, which are  now  or
hereafter a part of the Property  and  Mortgagor shall promptly deliver the
same  to  Mortgagee, endorsed to Mortgagee,  without  further  notice  from
Mortgagee.  Mortgagor agrees to furnish Mortgagee with notice of any change
in the name,  identity,  organizational  structure, residence, or principal
place of business or mailing address of Mortgagor  within  ten (10) days of
the effective date of any such change.  Upon the occurrence of any Event of
Default, Mortgagee shall have the rights and remedies as prescribed in this
Mortgage,  or  as  prescribed  by  general  law,  or as prescribed  by  any
applicable  Uniform  Commercial  Code,  all at Mortgagee's  election.   Any
disposition of the Collateral may be conducted  by  an employee or agent of
Mortgagee.  Any person, including both Mortgagor and  Mortgagee,  shall  be
eligible  to  purchase  any  part  or  all  of  the  Colateral  at any such
disposition.  Expenses of retaking, holding, preparing for sale, selling or
the  like  (including, without limitation, Mortgagee's attorneys' fees  and
legal expenses),  together  with  interest  thereon at the Default Interest
Rate from the date incurred by Mortgagee until  actually paid by Mortgagor,
shall be paid by Mortgagor on demand and shall be  secured by this Mortgage
and by all of the other Loan Documents securing all  or  any  part  of  the
indebtedness  evidenced  by  the  Note.   Mortgagee shall have the right to
enter upon the Real Estate and the Improvements  or any real property where
any of the property which is the subject of the security  interest  granted
herein  is located to take possession of, assemble and collect the same  or
to render  it  unusable,  or  Mortgagor,  upon  demand  of Mortgagee, shall
assemble  such  property  and make it available to Mortgagee  at  the  Real
Estate, a place which is hereby  deemed  to  be  reasonably  convenient  to
Mortgagee  and Mortgagor.  Mortgagee shall give Mortgagor at least ten (10)
days' prior written notice of the time and place of any public sale of such
property or  of  the  time  of or after which any private sale or any other
intended disposition thereof  is  to be made, and if such notice is sent to
Mortgagor, as the same is provided for the mailing of notices herein, it is
hereby  deemed  that such notice shall  be  and  is  reasonable  notice  to
Mortgagor.  No such  notice  is  necessary  for  any such property which is
perishable,  threatens  to  decline  speedily in value  or  is  of  a  type
customarily sold on a recognized market.   Any  sale  made  pursuant to the
provisions  of  this  Section  shall  be deemed to have been a public  sale
conducted in a commercially reasonable  manner  if  held  contemporaneously
with the foreclosure sale as provided in Section 3.1(e) hereof  upon giving
the  same notice with respect to the sale of the Property hereunder  as  is
required  under  said Section 3.1(e).  Furthermore, to the extent permitted
by law, in conjunction  with,  in  addition  to  or  in substitution for th
rights  and  remedies  available  to Mortgagee pursuant to  any  applicable
Uniform Commercial Code:

          (a) In the event of a foreclosure  sale, the Property may, at the
option of Mortgagee, be sold as a whole; and

          (b) It shall not be necessary that Mortgagee  take  possession of
the aforementioned Collateral, or any part thereof, prior to the  time that
any  sale  pursuant  to the provisions of this Section is conducted and  it
shall not be necessary  that  said  Collateral,  or  any  part  thereof, be
present at the location of such sale; and

          (c) Mortgagee may appoint or delegate any one or more persons  as
agent  to perform any act or acts necessary or incident to any sale held by
Mortgagee,  including  the  sending of notices and the conduct of the sale,
but in the name and on behalf of Mortgagee.

          The name and address of Mortgagor (as Debtor under any applicable
Uniform Commercial Code) are:

                         Quarterdeck Apartments LLC
                         c/o Dorrie E. Green, CFO
                         624 Ellis Street, 2{nd} Floor
                         Augusta, Georgia  30901



          The name and address  of  Mortgagee  (as  Secured Party under any
applicable Uniform Commercial Code) are:

                         First Union National Bank
                         One First Union Center, DC6
                         Charlotte, North Carolina 28288-0166

          1.23  EASEMENTS AND RIGHTS OF WAY.  Mortgagor shall not grant any
easement  or right-of-way with respect to all or any portion  of  the  Real
Estate or the  Improvements without the prior written consent of Mortgagee.
The purchaser at  any  foreclosure  sale  hereunder may, at its discretion,
disaffirm any easement or right-of-way granted  in  violation of any of the
provisions  of  this  Mortgage  and  may take immediate possession  of  the
Property free from, and despite the terms  of,  such  grant  of easement or
right-of-way.   If  Mortgagee  consents  to  the  grant  of an easement  or
right-of-way,  Mortgagee  agrees  to  grant  such  consent  provided   that
Mortgagee  is  paid a standard review fee together with all other expenses,
including, without  limitation,  attorneys'  fees, incurred by Mortgagee in
the  review  of  Mortgagor's  request and in the preparation  of  documents
effecting the subordination.

          1.24 COMPLIANCE WITH  LAWS.   Mortgagor shall at all times comply
with all statutes, ordinances, orders, regulations  and  other governmental
or quasi-governmental requirements and private covenants now  or  hereafter
relating  to the ownership, construction, use or operation of the Property,
including, but not limited to, those concerning employment and compensation
of persons  engaged  in  operation  and maintenance of the Property and any
environmental or ecological requirements,  even  if  such  compliance shall
require  structural  changes  to  the Property;   provided, however,  that,
Mortgagor  may,  upon providing Mortgagee  with  security  satisfactory  to
Mortgagee, proceed  diligently and in good faith to contest the validity or
applicability of any  such statute, ordinance, regulation or requirement so
long as during such contest  the Property shall not be subject to any lien,
charge, fine or other liability  and  shall  not  be  in  danger  of  being
forfeited, lost or closed.  Mortgagor shall not use or occupy, or allow the
use or occupancy of, the Property in any manner which violates any Lease of
or  any  other  agreement applicable to the Property or any applicable law,
rule, regulation or order or which constitutes a public or private nuisance
or which makes void,  voidable  or cancelable, or increases the premium of,
any insurance then in force with respect thereto.

          1.25 ADDITIONAL TAXES.   In the event of the enactment after this
date of any law of the state where the  Property is located or of any other
governmental  entity  deducting from the value  of  the  Property  for  the
purpose of taxing any lien  or  security interest thereon, or imposing upon
Mortgagee the payment of the whole  or any part of the taxes or assessments
or charges of liens herein required to be paid by Mortgagor, or changing in
any way the laws relating to the taxation  of  deeds of trust, mortgages or
security agreements or debts secured by mortgages or security agreements or
the  interest  of the Mortgagee or secured party in  the  property  covered
thereby, or the  manner  of  collection  of  such taxes, so as to adversely
affect this Mortgage or the indebtedness secured hereby or Mortgagee, then,
and in any such event, Mortgagor, upon demand  by Mortgagee, shall pay such
taxes,  assessments,  charges  or liens, or reimburse  Mortgagee  therefor;
provided, however, that if in the  opinion  of counsel for Mortgagee (a) it
might be unlawful to require Mortgagor to make  such  payment,  or  (b) the
making  of  such  payment might result in the imposition of interest beyond
the maximum amount  permitted  by  law,  then  and  in  either  such event,
Mortgagee  may  elect, by notice in writing given to Mortgagor, to  declare
all of the indebtedness  secured hereby to be and become due and payable in
full thirty (30) days from the giving of such notice.

          1.26 SECURED INDEBTEDNESS.  It is understood and agreed that this
Mortgage shall secure payment of not only the indebtedness evidenced by the
Note  but  also  any  and all  substitutions,  replacements,  renewals  and
extensions of the Note,  any  and  all indebtedness and obligations arising
pursuant to the terms hereof and any  and  all indebtedness and obligations
arising pursuant to the terms of any of the  other  Loan  Documents, all of
which indebtedness is equally secured with and has the same priority as any
amounts  advanced  as  of  the  date  hereof. It is agreed that any  future
advances made by Mortgagee to or for the  benefit of Mortgagor from time to
time under this Mortgage or the other Loan  Documents  and  whether  or not
such  advances  are  obligatory  or are made at the option of Mortgagee, or
otherwise, made for any purpose, within  twenty  (20)  years  from the date
hereof, and all interest accruing thereon, attorneys' fees and court costs,
shall be equally secured by this Mortgage and shall have the same  priority
as all amounts, if any, advanced as of the date hereof and shall be subject
to  all of the terms and provisions of this Mortgage.  The total amount  of
the indebtedness  including future advances, secured hereby may increase or
decrease from time  to time, but shall not exceed the sum $20,000,000.00 at
any one time, plus accrued  interest  thereon and any disbursements made by
Mortgagee in accordance with the Loan Documents.

          1.27 MORTGAGOR'S WAIVERS.  To  the  full extent permitted by law,
Mortgagor agrees that Mortgagor shall not at any  time  insist upon, plead,
claim or take the benefit or advantage of any law now or hereafter in force
providing for any appraisement, valuation, stay, moratorium  or  extension,
or any law now or hereafter in force providing for the reinstatement of the
indebtedness  secured  hereby prior to any sale of the Property to be  made
pursuant to any provisions contained herein or prior to the entering of any
decree, judgment or order  of  any  court of competent jurisdiction, or any
right under any statute to redeem all  or any part of the Property so sold.
Mortgagor, for Mortgagor and Mortgagor's  successors  and  assigns, and for
any and all persons ever claiming any interest in the Property, to the full
extent  permitted  by law, hereby knowingly, intentionally and  voluntarily
with and upon the advice  of  competent  counsel:   (a)  waives,  releases,
relinquishes  and  forever  forgoes  all rights of valuation, appraisement,
stay of execution, reinstatement and notice  of  election  or  intention to
mature or declare due the secured indebtedness (except such notices  as are
specifically  provided for herein); (b) waives, releases, relinquishes  and
forever forgoes  all  right  to  a  marshalling of the assets of Mortgagor,
including the Property, to a sale in the inverse order of alienation, or to
direct the order in which any of the Property shall be sold in the event of
foreclosure of the liens and security  interests  hereby created and agrees
that  any court having jurisdiction to foreclose such  liens  and  security
interests  may  order  the  Property  sold  as an entirety; and (c) waives,
releases,  relinquishes  and  forever forgoes all  rights  and  periods  of
redemption provided under applicable  law.  To the full extent permitted by
law, Mortgagor shall not have or assert any right under any statute or rule
of law pertaining to the exemption of homestead  or  other  exemption under
any   federal,  state  or  local  law  now  or  hereafter  in  effect,  the
administration  of estates of ecedents or other matters whatever to defeat,
reduce or affect the right of Mortgagee under the terms of this Mortgage to
a sale of the Property,  for  the  collection  of  the secured indebtedness
without  any  prior or different resort for collection,  or  the  right  of
Mortgagee  under  the  terms  of  this  Mortgage  to  the  payment  of  the
indebtedness  secured hereby out of the proceeds of sale of the Property in
preference to every  other  claimant  whatever.   Further, Mortgagor hereby
knowingly,  intentionally  and voluntarily, with and  upon  the  advice  of
competent counsel, waives, releases,  relinquishes  and forever forgoes all
present and future statutes of limitations as a defense  to  any  action to
enforce  the  provisions  of  this  Mortgage  or  to  collect  any  of  the
indebtedness secured hereby the fullest extent permitted by law.  Mortgagor
covenants  and  agrees  that  upon  the  commencement  of  a  voluntary  or
involuntary  bankruptcy proceeding by or against Mortgagor, Mortgagor shall
not seek a supplemental  stay  or  otherwise  shall not seek pursuant to 11
U.S.C.  section 105 or any other provision of the  Bankruptcy Reform Act of
1978, as amended, or any other debtor relief law (whether statutory, common
law,  case  law,  or  otherwise)  of  any jurisdiction whatsoever,  now  or
hereafter in effect, which may be or become applicable, to stay, interdict,
condition, reduce or inhibit the ability of Mortgagee to enforce any rights
of Mortgagee against any guarantor or indemnitor of the secured obligations
or any other party liable with respect  thereto by virtue of any indemnity,
guaranty or otherwise.

          1.28 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

          (a) MORTGAGOR,  TO  THE  FULL EXTENT  PERMITTED  BY  LAW,  HEREBY
KNOWINGLY, INTENTIONALLY AND VOLUNTARILY,  WITH  AND  UPON  THE  ADVICE  OF
COMPETENT  COUNSEL,  (i)  SUBMITS  TO PERSONAL JURISDICTION IN THE STATE IN
WHICH THE PROPERTY IS LOCATED OVER ANY  SUIT,  ACTION  OR PROCEEDING BY ANY
PERSON ARISING FROM OR RELATING TO THE NOTE, THIS MORTGAGE  OR ANY OTHER OF
THE  LOAN  DOCUMENTS, (ii) AGREES THAT ANY SUCH ACTION, SUIT OR  PROCEEDING
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION OVER
THE  COUNTY IN  WHICH  THE  PROPERTY  IS  LOCATED,  (iii)  SUBMITS  TO  THE
JURISDICTION  OF  SUCH COURTS, AND, (iv) TO THE FULLEST EXTENT PERMITTED BY
LAW, AGREES THAT IT  WILL  NOT  BRING ANY ACTION, SUIT OR PROCEEDING IN ANY
OTHER FORUM (BUT NOTHING HEREIN SHALL  AFFECT  THE  RIGHT  OF  MORTGAGEE TO
BRING  ANY  ACTION,  SUIT  OR  PROCEEDING  IN  ANY OTHER FORUM).  MORTGAGOR
FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS,  COMPLAINT  OR OTHER
LEGAL  PROCESS  IN  ANY  SUCH  SUIT,  ACTION OR PROCEEDING BY REGISTERED OR
CERTIFIED  U.S. MAIL, POSTAGE PREPAID, TO  MORTGAGOR  AT  THE  ADDRESS  FOR
NOTICES DESCRIBED  IN SECTION 4.5 HEREOF, AND CONSENTS AND AGREES THAT SUCH
SERVICE SHALL CONSTITUTE  IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT
NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED
IN ANY OTHER MANNER PERMITTED BY LAW).

          (b) MORTGAGEE AND MORTGAGOR, TO THE FULL EXTENT PERMITTED BY LAW,
HEREBY KNOWINGLY, INTENTIONALLY  AND  VOLUNTARILY, WITH AND UPON THE ADVICE
OF COMPETENT COUNSEL, WAIVE, RELINQUISH  AND  FOREVER  FORGO THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN
ANY WAY RELATING TO THE INDEBTEDNESS SECURED HEREBY OR ANY  CONDUCT, ACT OR
OMISSION  OF  MORTGAGEE OR MORTGAGOR, OR ANY OF THEIR DIRECTORS,  OFFICERS,
PARTNERS, MEMBERS,  EMPLOYEES,  AGENTS  OR  ATTORNEYS, OR ANY OTHER PERSONS
AFFILIATED WITH MORTGAGEE OR MORTGAGOR, IN EACH  OF  THE  FOREGOING  CASES,
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

          1.29 CONTRACTUAL STATUTE OF LIMITATIONS.  Mortgagor hereby agrees
that any claim or cause of action by Mortgagor against Mortgagee, or any of
Mortgagee's   directors,   officers,   employees,  agents,  accountants  or
attorneys, based upon, arising from or relating to the indebtedness secured
hereby,  or any other matter, cause or thing  whatsoever,  whether  or  not
relating thereto,  occurred,  done,  omitted  or  suffered  to  be  done by
Mortgagee   or  by  Mortgagee's  directors,  officers,  employees,  agents,
accountants or  attorneys,  whether  sounding  in  contract  or  in tort or
otherwise, shall be barred unless asserted by Mortgagor by the commencement
of  an  action  or  proceeding in a court of competent jurisdiction by  the
filing of a complaint within one (1) year after Mortgagor first acquires or
reasonably should have  acquired  knowledge of the first act, occurrence or
omission upon which such claim or cause  of action, or any part thereof, is
based and service of a summons and complaint  on an officer of Mortgagee or
any  other  person authorized to accept service of  process  on  behalf  of
Mortgagee, within  thirty (30) days thereafter.  Mortgagor agrees that such
one (1) year period  of  time  is  reasonable  and  sufficient  time  for a
borrower  to  investigate  and  act upon any such claim or cause of action.
The one (1) year period provided  herein  shall  not  be  waived, tolled or
extended  except  by  the  specific  written agreement of Mortgagee.   This
provision shall survive any termination  of  this  Mortgage  or  any of the
other Loan Documents.

           1.30  MANAGEMENT.   The  management of the Property shall be  by
either:  (a) Mortgagor or an entity affiliated  with  Mortgagor approved by
Mortgagee  for so long as Mortgagor or said affiliated entity  is  managing
the Property  in  a  first  class  manner;  or  (b) a professional property
management company approved by Mortgagee.  Such management by an affiliated
entity or a professional property management company shall be pursuant to a
written agreement approved by Mortgagee.  In no event  shall any manager be
removed  or replaced or the terms of any management agreement  modified  or
amended without  the prior written consent of Mortgagee.  After an Event of
Default or a default  under  any  management contract then in effect, which
default is not cured within any applicable  grace or cure period, Mortgagee
shall  have the right to terminate, or to direct  Mortgagor  to  terminate,
such management contract upon thirty (30) days' notice and to retain, or to
direct Mortgagor  to  retain, a new management agent approved by Mortgagee.
All Rents and Profits generated by or derived from the Property shall first
be  utilized solely for  current  expenses  directly  attributable  to  the
ownership  and  operation  of  the Property, including, without limitation,
current expenses relating to Mortgagor's  liabilities  and obligations with
respect  to  this Mortgage and the other Loan Documents, and  none  of  the
Rents and Profits  generated  by  or  derived  from  the  Property shall be
diverted by Mortgagor and utilized for any other purposes unless  all  such
current  expenses  attributable  to  the  ownership  and  operation  of the
Property have been fully paid and satisfied.

          1.31 HAZARDOUS WASTE AND OTHER SUBSTANCES.

          (a) Except  for  those  matters  disclosed  in  the environmental
reports  furnished  by Mortgagor to Mortgagee, Mortgagor hereby  represents
and warrants to Mortgagee  that,  as of the date hereof: (i) to the best of
Mortgagor's knowledge, information  and  belief,  the  Property  is  not in
direct  or  indirect violation of any local, state or federal law, rule  or
regulation  pertaining   to   environmental  regulation,  contamination  or
clean-up   (collectively,   "Environmental   Laws"),   including,   without
limitation,  the Comprehensive  Environmental  Response,  Compensation  and
Liability Act  of  1980  (42  U.S.C.   section 9601  et  seq.  and  40  CFR
 section 302.1 et seq.), the Resource Conservation and Recovery Act of 1976
(42  U.S.C.  section 6901 et seq.), the Federal Water Pollution Control Act
(33 U.S.C.  section 1251 et seq. and 40 CFR  section 116.1  et seq.), those
relating  to  lead  based paint, and the Hazardous Materials Transportation
Act (49 U.S.C.  section 1801  et  seq.),  and  the  regulations promulgated
pursuant to said laws, all as amended; (ii) no hazardous,  toxic or harmful
substances,  wastes,  materials,  pollutants  or  contaminants  (including,
without  limitation, asbestos, lead based paint, polychlorinated biphenyls,
petroleum products, flammable explosives, radioactive materials, infectious
substances  or  raw  materials which include hazardous constituents) or any
other substances or materials  which  are  included  under  or regulated by
Environmental Laws (collectively, "Hazardous Substances") are located on or
have  been  handled,  generated,  stored,  processed or disposed of  on  or
released   or   discharged   from   the  Property  (including   underground
contamination)  except  for  those substances  used  by  Mortgagor  in  the
ordinary course of its business  and  in  compliance with all Environmental
Laws; (iii) the Property is not subject to any private or governmental lien
or  judicial  or  administrative  notice or action  relating  to  Hazardous
Substances; (iv) there are no existing  or closed underground storage tanks
or other underground storage receptacles  for  Hazardous  Substances on the
Property;  (v)  Mortgagor  has  received no notice of, and to the  best  of
Mortgagor's knowledge and belief,  there  exists  no investigation, action,
proceeding or claim by any agency, authority or unit  of  government  or by
any  third party which could result in any liability, penalty, sanction  or
judgment under any Environmental Laws with respect to any condition, use or
operation  of  the Property nor does Mortgagor know of any basis for such a
claim; and (vi)  Mortgagor  has  received  no notice of and, to the best of
Mortgagor's knowledge and belief, there has been no claim by any party that
any use, operation or condition of the Property  has caused any nuisance or
any  other liability or adverse condition on any other  property  nor  does
Mortgagor know of any basis for such a claim.

          (b) Mortgagor  shall  keep  or cause the Property to be kept free
from Hazardous Substances (except those substances used by Mortgagor in the
ordinary course of its business and in  compliance  with  all Environmental
Laws) and in compliance with all Environmental Laws, shall  not  install or
use  any  underground  storage  tanks,  shall  expressly  prohibit the use,
generation,  handling,  storage,  production,  processing  and disposal  of
Hazardous  Substances  by  all  tenants of space in the Improvements,  and,
without limiting the generality of  the  foregoing, during the term of this
Mortgage, shall not install in the Improvements  or  permit to be installed
in the Improvements asbestos or any substance containing asbestos.

          (c) Mortgagor shall promptly notify Mortgagee  if Mortgagor shall
become aware of the possible existence of any Hazardous Substances  on  the
Property  or if Mortgagor shall become aware that the Property is or may be
in direct or  indirect  violation  of  any  Environmental  Laws.   Further,
immediately  upon receipt of the same, Mortgagor shall deliver to Mortgagee
copies of any  and all orders, notices, permits, applications, reports, and
other communications,  documents  and instruments pertaining to the actual,
alleged or potential presence or existence  of any Hazardous Substances at,
on,  about,  under,  within,  near  or  in connection  with  the  Property.
Mortgagor  shall,  promptly  and  when  and  as   required   by  applicable
Environmental Laws, at Mortgagor's sole cost and expense, take  all actions
as shall be necessary or advisable for the clean-up of any and all portions
of  the Property or other affected property, including, without limitation,
all investigative, monitoring, removal, containment and remedial actions in
accordance  with  all applicable Environmental Laws (and in all events in a
manner satisfactory  to  Mortgagee),  and  shall further pay or cause to be
paid,  at  no  expense  to  Mortgagee,  all  clean-up,  administrative  and
enforcement costs of applicable governmental agencies which may be asserted
against the Property.  In the event Mortgagor  fails  to  do  so, Mortgagee
may,  but  shall not be obligated to, cause the Property or other  affected
property to  be  freed  from  any Hazardous Substances or otherwise brought
into conformance with Environmental Laws and any and all costs and expenses
incurred  by  Mortgagee in connection  therewith,  together  with  interest
thereon at the  Default  Interest  Rate from the date incurred by Mortgagee
until actually paid by Mortgagor, shall be immediately paid by Mortgagor on
demand and shall be secured by this  Mortgage  and by all of the other Loan
Documents  securing all or any part of the indebtedness  evidenced  by  the
Note.  Mortgagor  hereby  grants  to Mortgagee and its agents and employees
access to the Poperty and a license to remove any items deemed by Mortgagee
to  be  Hazardous Substances and to do  all  things  Mortgagee  shall  deem
necessary  to  bring  the  Property in conformance with Environmental Laws.
Mortgagor covenants and agrees,  at  Mortgagor's  sole cost and expense, to
indemnify,  defend  (at  trial  and appellate levels, and  with  attorneys,
consultants  and  experts acceptable  to  Mortgagee),  and  hold  Mortgagee
harmless from and against  any and all liens, damages, losses, liabilities,
obligations,  settlement  payments,   penalties,   assessments,  citations,
directives,  claims,  litigation,  demands,  defenses,  judgments,   suits,
proceedings,  costs, disbursements or expenses of any kind or of any nature
whatsoever   (including,   without   limitation,   reasonable   attorneys',
consultants' and  experts'  fees  and  disbursements  actually  incurred in
investigating, defending, settling or prosecuting any claim, litigation  or
proceeding)  which may at any time be imposed upon, incurred by or asserted
or awarded against  Mortgagee  or  the  Property,  and  arising directly or
indirectly from or out of:  (i) the presence, release or  threat of release
of any Hazardous Substances on, in, under or affecting all  or  any portion
of  the  Property  or  any surrounding areas, regardless of whether or  not
caused by or within the  control  of  Mortgagor;  (ii) the violation of any
Environmental Laws relating to or affecting the Property,  whether  or  not
caused  by  or  within  the  control  of  Mortgagor;  (iii)  the failure by
Mortgagor  to  comply  fully with the terms and conditions of this  Section
1.31; (iv) the breach of  any  representation or warranty contained in this
Section  1.31; or (v) the enforcement  of  this  Section  1.31,  including,
without limitation,  the  cost of assessment, containment and/or removal of
any and all Hazardous Substances from all or any portion of the Property or
any surrounding areas, the  cost  of  any  actions taken in response to the
presence, release or threat of release of any  Hazardous Substances on, in,
under or affecting any portion of the Propery or  any  surrounding areas to
prevent or minimize such release or threat of release so  that  it does not
migrate  or otherwise cause or threaten danger to present or future  public
health, safety,  welfare  or the  environment, and costs incurred to comply
with the Environmental Laws  in  connection  with all or any portion of the
Property or any surrounding areas.  The indemnity set forth in this Section
1.31(c)  shall also include any diminution in the  value  of  the  security
afforded by  the Property or any future reduction in the sales price of the
Property by reason  of  any  matter  set  forth  in  this  Section 1.31(c).
Mortgagee's rights under this Section shall survive payment  in full of the
indebtedness secured hereby and shall be in addition to all other rights of
Mortgagee under this Mortgage, the Note and the other Loan Documents.

          (d) Upon Mortgagee's request, at any time after the occurrence of
an  Event  of  Default  hereunder  or  at such other time as Mortgagee  has
reasonable grounds to believe that Hazardous  Substances  are  or have been
released,  stored  or  disposed  of  on or around the Property or that  the
Property  may be in violation of the Environmental  Laws,  Mortgagor  shall
provide, at  Mortgagor's  sole  cost and expense, an inspection or audit of
the  Property prepared by a hydrogeologist  or  environmental  engineer  or
other  appropriate consultant approved by Mortgagee indicating the presence
or absence  of  Hazardous  Substances  on  the Property or an inspection or
audit  of the Improvements prepared by an engineering  or  consulting  firm
approved  by  Mortgagee  indicating  the  presence  or  absence  of friable
asbestos  or  substances containing asbestos on the Property.  If Mortgagor
fails to provide  such  inspection  or  audit within thirty (30) days after
such request, Mortgagee may order the same,  and Mortgagor hereby grants to
Mortgagee and its employees and agents access to the Property and a license
to  undertake such inspection or audit.  The cost  of  such  inspection  or
audit, together with interest thereon at the Default Interest Rate from the
date  incurred  by  Mortgagee  until  actually  paid by Mortgagor, shall be
immediately due and payable to Mortgagee by Mortgagor  on  demand and shall
be  secured hereby and by all of the other Loan Documents securing  all  or
any part of the indebtedness evidenced by the Note.

          (e) Reference  is  made  to  that  certain  Hazardous  Substances
Indemnity  Agreement  of  even date herewith by and among Mortgagor,  Merry
Land Properties, Inc. and Mortgagee  (the "Hazardous Indemnity Agreement").
The provisions of this Mortgage and the Hazardous Indemnity Agreement shall
be  read together to maximize the coverage  with  respect  to  the  subject
matter thereof, as determined by Mortgagee.

          (f) If,  prior  to  the  date  hereof, it was determined that the
Property contains Lead Based Paint, Mortgagor  had  prepared  an assessment
report  describing  the location and condition of the Lead Based  Paint  (a
"Lead Based Paint Report").  If, at any time hereafter, Lead Based Paint is
suspected of being present  on  the Property, Mortgagor agrees, at its sole
cost and expense and within twenty  (20)  days  thereafter,  to cause to be
prepared  a  Lead  Based Paint Report prepared by an expert, and  in  form,
scope and substance, acceptable to Mortgagee.

          (g) Mortgagor  agrees  that  if  it  has  been, or if at any time
hereafter it is, determined that the Property contains Lead Based Paint, on
or  before  thirty  (30)  days  following  (i)  the  date hereof,  if  such
determination was made prior to the date hereof or (ii) such determination,
if such determination is hereafter made, as applicable, Mortgagor shall, at
its  sole  cost  and  expenses,  develop  and  implement,  and   thereafter
diligently  and  continuously  carry  out  (or  cause  to  be developed and
implemented and thereafter diligently and continually to be  carried  out),
an  operations, abatement and maintenance plan for the Lead Based Paint  on
the Property,  which  plan  shall be prepared by an expert, and be in form,
scope and substance, acceptable  to Mortgagee (together with any Lead Based
Paint Report, the "O&M Plan").  (If  an O&M Plan has been prepared prior to
the date hereof, Mortgagor agrees to diligently  and  continually carry out
(or cause to be carried out) the provisions thereof).   Compliance with the
O&M  Plan  shall  require or be deemed to require, without limitation,  the
proper preparation  and  maintenance  of  all  records,  papers  and  forms
required under the Environmental Laws.

          1.32 INDEMNIFICATION; SUBROGATION.

          (a) Mortgagor shall indemnify, defend and hold Mortgagee harmless
against:  (i) any and all claims for brokerage, leasing, finders or similar
fees  which   may   be  made  relating  to  the  Property  or  the  secured
indebtedness, and (ii) any and all liability, obligations, losses, damages,
penalties,  claims,  actions,   suits,   costs   and   expenses  (including
Mortgagee's reasonable attorneys' fees, together with reasonable  appellate
counsel  fees,  if  any)  of  whatever kind or nature which may be asserted
against, imposed on or incurred by Mortgagee in connection with the secured
indebtedness, this Mortgage, the  Property,  or  any  part  thereof, or the
exercise  by Mortgagee of any rights or remedies granted to it  under  this
Mortgage; provided,  however,  that  nothing  herein  shall be construed to
obligate  Mortgagor to indemnify, defend and hold harmless  Mortgagee  from
and  against   any  and  all  liabilities,  obligations,  losses,  damages,
penalties, claims,  actions,  suits,  costs  and  expenses enacted against,
imposed  on  or  incurred  by  Mortgagee  by reason of Mortgagee's  willful
misconduct or gross negligence.

          (b) If Mortgagee is made a party  defendant  to any litigation or
any claim is threatened or brought against Mortgagee concerning the secured
indebtedness,  this  Mortgage,  the Property, or any part thereof,  or  any
interest therein, or the construction,  maintenance, operation or occupancy
or use thereof, then Mortgagor shall indemnify,  defend  and hold Mortgagee
harmless  from  and against all liability by reason of said  litigation  or
claims, including  reasonable  attorneys'  fees  (together  with reasonable
appellate counsel fees, if any) and expenses incurred by Mortgagee  in  any
such  litigation  or  claim, whether or not any such litigation or claim is
prosecuted to judgment.  If Mortgagee commences an action against Mortgagor
to enforce any of the terms  hereof or to prosecute any breach by Mortgagor
of any of the terms hereof or  to recover any sum secured hereby, Mortgagor
shall  pay  to  Mortgagee its reasonable  attorneys'  fees  (together  with
reasonable appellate counsel fees, if any) and expenses.  The right to such
attorneys' fees (together  with  reasonable appellate counsel fees, if any)
and expenses shall be deemed to have  accrued  on  the commencement of such
action, and shall be enforceable whether or not such  action  is prosecuted
to  judgment.   If Mortgagor breaches any term of this Mortgage,  Mortgagee
may engage the services  of  an attorney or attorneys to protect its rights
hereunder, and in the event of  such  engagement  following  any  breach by
Mortgagor,   Mortgagor  shall  pay  Mortgagee  reasonable  attorneys'  fees
(together with  reasonable  appellate  counsel  fees,  if any) and expenses
incurred  by  Mortgagee,  whether  or  not an action is actually  commenced
against Mortgagor by reason of such breach.   All references to "attorneys"
in  this Subsection and elsewhere in this Mortgage  shall  include  without
limitation  any  attorney  or law firm engaged by Mortgagee and Mortgagee's
in-house  counsel,  and all references  to  "fees  and  expenses"  in  this
Subsection and elsewhere  in this Mortgage shall include without limitation
any reasonable fees f such  attorney or law firm and any allocation charges
and allocation costs of Mortgagee's in-house counsel.

          (c) A waiver of subrogation  shall  be obtained by Mortgagor from
its insurance carrier and, consequently, Mortgagor waives any and all right
to claim or recover against Mortgagee, its officers,  employees, agents and
representatives,  for  loss  of  or  damage  to  Mortgagor,  the  Property,
Mortgagor's  property  or the property of others under Mortgagor's  control
from any cause insured against  or  required  to  be insured against by the
provisions of this Mortgage.

          1.33 NEGATIVE COVENANTS WITH RESPECT TO INDEBTEDNESS,  OPERATIONS
AND   FUNDAMENTAL  CHANGES  OF  MORTGAGOR.   Mortgagor  hereby  represents,
warrants  and  covenants,  as of the date hereof and until such time as the
indebtedness secured hereby is paid in full, that Mortgagor:

          (a) will not, nor will any partner, limited or general, member or
shareholder thereof, as applicable,  amend,  modify or otherwise change its
partnership certificate, partnership agreement,  articles of incorporation,
by-laws, operating agreement, articles of organization,  or other formation
agreement or document, as applicable, in any manner which adversely affects
Mortgagor's existence as a single purpose entity;

          (b) will   not   enter   into   any  transaction  of  merger   or
consolidation, or liquidate or dissolve itself  (or  suffer any liquidation
or dissolution), or acquire by purchase or otherwise all  or  substantially
all the business or assets of, or any stock or other evidence of beneficial
ownership of, any entity;

          (c) has  not  and will not guarantee, pledge its assets  for  the
benefit of, or otherwise  become  liable  on  or  in  connection  with  any
obligation of any other person or entity;

          (d) does  not  own  and will not own any asset other than (i) the
Property, and (ii) incidental personal property necessary for the operation
of the Property;

          (e) is not engaged and  will  not engage, directly or indirectly,
in any business other than the ownership,  management  and operation of the
Property;

          (f) will  not  enter  into  any  contract or agreement  with  any
general partner, member, principal or Affiliate (as hereinafter defined) of
the Mortgagor or any Affiliate of the general  partner, principal or member
of the Mortgagor except upon terms and conditions  that  are  intrinsically
fair  and  substantially  similar  to those that would be available  on  an
arms-length basis with third parties other than an Affiliate;

          (g) has not incurred and will  not  incur  any  debt,  secured or
unsecured,  direct  or  contingent (including guaranteeing any obligation),
other than (i) the indebtedness secured hereby, and (ii) Affiliate advances
or trade payables or accrued  expenses  incurred  in the ordinary course of
business of operating the Property not outstanding for more than sixty (60)
days with trade creditors and in amounts as are normal and reasonable under
the circumstances, but in no event to exceed five percent  of  the original
principal  balance  of  the  Note  in  the aggregate; no other debt may  be
secured (senior, subordinate or pari passu) by the Property;

          (h) has not made and will not make any loans or advances to any third
party (including any Affiliate);

          (i) is and will be solvent and  pay  its  debt from its assets as the
same shall become due;

          (j) has done or caused to be done and will do all things necessary to
preserve its existence, and will not, nor will any member,  partner, limited or
general,  or  shareholder  thereof,  amend,  modify  or  otherwise  change  its
operating   agreement,   articles  of  organization,  partnership  certificate,
partnership agreement, articles  of  incorporation  or bylaws in a manner which
adversely affects the Mortgagor's existence as a single purpose entity;

          (k) will conduct and operate its business as  presently conducted
and operated;

          (l) will  maintain  financial statements, books and  records  and
bank accounts separate from those  of its Affiliates, including its general
partners  and  members,  (except  that  Mortgagor   may   be   included  in
consolidated  financial  statements  of  another  person where required  by
generally  accepted  accounting  principals  (GAAP)),  provided  that  such
consolidated  financial  statements  contained a note indicating  that  the
Mortgagor  is  a  separate  legal entity and  the  Mortgagor's  assets  and
liabilities are neither available  to  pay  the  debt  of  the consolidated
entity is not liable for any of the liabilities of the Mortgagor  except as
otherwise provided in the Loan Documents;

          (m) will be, and at all times will hold itself out to the  public
as,  a  legal entity separate and distinct from any other entity (including
any Affiliate  thereof,  including any general partner or member, Affiliate
of the general partner or member of the Mortgagor);

          (n) will file its own tax returns;

          (o) will maintain  adequate  capital  for  the normal obligations
reasonably foreseeable in a business of its size and character and in light
of its contemplated business operations;

          (p) will not seek the dissolution or winding  up,  in whole or in
part, of the Mortgagor;

          (q) will  not  commingle the funds and other assets of  Mortgagor
with those of any general  partner,  member,  any  Affiliate  or  any other
person;

          (r) has and will maintain its assets in such a manner that  it is
not  costly or difficult to segregate, ascertain or identify its individual
assets from those of any Affiliate or any other person;

          (s) does  not  and will not hold itself out to be responsible for
the debts or obligations of any other person;

          (t) will not do  any  act which would make it impossible to carry
on the ordinary business of Mortgagor;

          (u) will  not  possess  or  assign  the  Property  or  incidental
personal property necessary for the  operation  of  the  Property for other
than a business or company purpose;

          (v) will  not  sell,  encumber  or otherwise dispose  of  all  or
substantially all of the Property or incidental personal property necessary
for the operation of the Property;

          (w) will  not  hold title to Mortgagor's  assets  other  than  in
Mortgagor's name; and

          (x) will not institute  proceedings to be adjudicated bankrupt or
insolvent;  or  consent  to the institution  of  bankruptcy  or  insolvency
proceedings  against  it; or  file  a  petition  seeking,  or  consent  to,
reorganization or relief under any applicable federal or state law relating
to bankruptcy; or consent  to  the  appointment  of a receiver, liquidator,
assignee,  trustee,  sequestrator  (or  other  similar   official)  of  the
Mortgagor  or  a  substantial  part  of Mortgagor's property; or  make  any
assignment for the benefit of creditors;  or admit in writing its inability
to  pay  its debts generally as they become due;  or  take  any  action  in
furtherance of any such action.

           1.34  COVENANTS  REGARDING  INDEPENDENT  MANAGER.   By execution
hereof, ML Apartments I, Inc., a Georgia corporation agrees that it:

          (a) shall at all times act as the managing  member  (such  entity
together  with  its successor or assignee is hereinafter the "Manager")  of
Mortgagor with all  of  the  rights, powers, obligations and liabilities of
the managing member under the  operating  agreement  of Mortgagor and shall
take any and all actions and do any and all things necessary or appropriate
to the accomplishment of same and will engage in no other business.

          (b) shall not institute proceedings to be adjudicated bankrupt or
insolvent;  or  consent  to  the  institution of bankruptcy  or  insolvency
proceedings  against  it;  or  file  a petition  seeking,  or  consent  to,
reorganization or relief under any applicable federal or state law relating
to bankruptcy; or consent to the appointment  of  a  receiver,  liquidator,
assignee, trustee, sequestrator (or other similar official) of the  Manager
or  a  substantial  part  of  its  property; or make any assignment for the
benefit of creditors; or admit in writing  its  inability  to pay its debts
generally  as they become due; or take any corporate action in  furtherance
of any such action.

          (c) shall  not  (a) liquidate or dissolve the Manager in whole or
in part and (b) consolidate,  merge or enter into any form of consolidation
with or into any other entity,  nor  convey,  transfer  or lease its assets
substantially as an entirety to any person or entity nor  permit any entity
to consolidate, merge or enter into any form of consolidation  with or into
the Manager, nor convey, transfer or lease its assets substantially  as  an
entirety to any person or entity.

          (d) shall  either  (i)  maintain  its  principal executive office
separate  from  that  of  any Affiliate, or (ii) if sharing  office  space,
allocate fairly and reasonably  any  rent, overhead and other lease charges
for  shared office space, and shall use  telephone  and  facsimile  numbers
separate  from that of any Affiliate, and shall conspicuously identify such
office and  numbers  as  its own and shall use its own stationary, invoices
and  checks  which reflect its  address,  telephone  number  and  facsimile
number, as appropriate;

          (e) shall  maintain  its corporate records and books and accounts
separate from those of any Affiliate  or any other entity and shall prepare
unaudited quarterly and annual financial  statements,  and  said  financial
statements  shall  be  in  compliance  with  generally  accepted accounting
principles and shall be in form reasonably acceptable to  Mortgagee and its
successors and/or assigns;

          (f) shall  maintain its own separate bank accounts  and  correct,
complete and separate books of account;

          (g) shall  hold   itself   out   to  the  public  (including  any
Affiliate's creditors) under the Manager's own  name  and as a separate and
distinct corporate entity and not as a department, division or otherwise of
any Affiliate;

          (h) shall   observe  all  customary  formalities  regarding   the
corporate existence of  the  Manager,  including  holding  meetings  of  or
obtaining  the  consent  of its board of directors, as appropriate, and its
stockholders and maintaining  current  accurate  minute books separate from
those of any Affiliate;

          (i) shall act solely in its own corporate  name  and  through its
own duly authorized officers and agents and no Affiliate shall be appointed
or act as agent of the Manager in its capacity as Manager of Mortgagor;

          (j) shall make investments in the name of the Manager directly by
the Manager or on its behalf by brokers engaged and paid by the Manager  or
its agents;

          (k) except as required by Mortgagee or any successor to Mortgagee
in connection with any extension of credit by Mortgagee or any successor to
Mortgagee   to  Mortgagor  (or  any  refinancing,  increase,  modification,
consolidation  or  extension  of  any  such extension of credit), shall not
guaranty or assume or hold itself out or  permit  itself  to be held out as
having guaranteed or assumed any liabilities of any partner of Mortgagor or
any  Affiliate other than Mortgagor, nor shall the Manager make  any  loan,
except as permitted in the applicable Operating Agreement of Mortgagor;

          (l) represents  and  warrants  that the Manager is and expects to
remain  solvent  and  shall  pay  its  own  liabilities,  indebtedness  and
obligations of any kind, including all administrative  expenses,  from  its
own separate assets;

          (m) represents  and  warrants that assets of the Manager shall be
separately identified, maintained  and  segregated and the Manager's assets
shall at all times be held by or on behalf  of  the  Manager and if held on
behalf  of  the  Manager  by  another entity, shall at all  times  be  kept
identifiable (in accordance with  customary  usages) as assets owned by the
Manager  (this  restriction requires, among other  things,  that  corporate
funds shall not be  commingled  with  those  of  any Affiliate and it shall
maintain all accounts in its own name and with its  own  tax identification
number, separate from those of any Affiliates);

          (n) shall not intentionally take any action if,  as  a  result of
such  action,  the  Manager  would be required to register as an investment
company under the Investment Company Act of 1940, as amended;

          (o) shall at all times be adequately capitalized to engage in the
transactions contemplated at its formation;

          (p) represents and warrants  that all data and records (including
computer records) used by the Manager or  any  Affiliate  in the collection
and  administration  of  any  loan  shall  reflect the Manager's  ownership
interest therein; and

          (q) represents  and warrants that none  of  the  Manager's  funds
shall be invested in securities issued by any Affiliate.

          (r) shall maintain at all times one (1) Independent Manager.

          "Independent Manager" shall mean a person who is not, and has not
at any time during the preceding  five years been (i) a member, shareholder
of, or an officer, director, attorney,  counsel,  partner  or  employee of,
Mortgagor  or any of its shareholders, subsidiaries or affiliates,  (ii)  a
customer of,  or  supplier  to,  Mortgagor  or  any  of  its  shareholders,
subsidiaries  or affiliates, (iii) a person or other entity controlling  or
under common control  with  any  such  shareholder,  partner,  supplier  or
customer, or (iv) a member of the immediate family of any such shareholder,
officer,  director,  partner,  employee,  supplier or customer of any other
director  of  Mortgagor.   As used herein, the  term  "control"  means  the
possession, directly or indirectly,  of  the  power  to direct or cause the
direction  of  the management and policies of a person or  entity,  whether
through ownership of voting securities, by contract or otherwise.

          "Affiliate" means any person or entity other than the Manager (i)
which owns beneficially,  directly  or  indirectly, more than 50 percent of
the outstanding shares of Common Stock or  which is otherwise in control of
the Manager, (ii) of which more than 50 percent  of  the outstanding voting
securities are owned beneficially, directly or indirectly,  by  any  entity
described  in  clause  (i) above, or (iii) which is controlled by an entity
described in clause (i)  above;  provided  that  for  the  purposes of this
definition the term "control" and "controlled by" shall have  the  meanings
assigned to them in Rule 405 under the Securities Act of 1933, as amended.

                                ARTICLE II
                             EVENTS OF DEFAULT

          2.1 EVENTS  OF  DEFAULT.   The occurrence of any of the following
events  (each,  an  "Event  of  Default") shall  be  an  Event  of  Default
hereunder:

          (a) Mortgagor  fails  to   punctually   perform   any   covenant,
agreement,  obligation, term or condition under the Note, this Mortgage  or
any other Loan Document which requires payment of any money to Mortgagee at
the time or within any applicable grace period set forth therein or herein,
or if no time  or  grace period is set forth, then within seven (7) days of
the date such payment is due or following demand if there is no due date.

          (b) Mortgagor  fails  to provide insurance as required by SECTION
1.4 hereof or fails to perform any covenant, agreement, obligation, term or
condition set forth in SECTIONS 1.5, 1.15, 1.31 OR 1.33  hereof.

          (c) Mortgagor fails to  perform  any  other  covenant, agreement,
obligation, term or condition set forth herein other than  those  otherwise
described in this Section 2.1 and, to the extent such failure or default is
susceptible of being cured, the continuance of such failure or default  for
thirty  (30) days after written notice thereof from Mortgagee to Mortgagor;
provided,  however,  that  if  such default is susceptible of cure but such
cure cannot be accomplished with reasonable diligence within said period of
time,  and if Mortgagor commences  to  cure  such  default  promptly  after
receipt  of  notice  thereof  from Mortgagee, and thereafter prosecutes the
curing of such default with reasonable diligence, such period of time shall
be extended for such period of  time  as  may  be  necessary  to  cure such
default  with  reasonable diligence, but not to exceed an additional  sixty
(60) days.

          (d) Any   representation  or  warranty  made  herein,  in  or  in
connection  with  any  application  or  commitment  relating  to  the  loan
evidenced by the Note, or  in  any of the other Loan Documents to Mortgagee
by Mortgagor, by any principal or  general  partner,  manager  or member in
Mortgagor or by any indemnitor or guarantor under any indemnity or guaranty
executed in connection with the loan secured hereby shall in its reasonable
discretion have been materially false or misleading in any material respect
at the time made.

          (e) There  shall  be a sale, conveyance, disposition, alienation,
hypothecation,  leasing,  assignment,   pledge,  mortgage,  granting  of  a
security interest in  or other transfer or  further  encumbrancing  of  the
Property,  Mortgagor  or  its  general  partners or members, or any portion
thereof or any interest therein, in violation of Section 1.13 hereof.

          (f) An Event of Default or default  occurs under any of the other
Loan Documents which has not been cured within any applicable grace or cure
period therein provided.

          (g) Mortgagor,  any,  managing  member  or   general  partner  in
Mortgagor  or any indemnitor or guarantor under any indemnity  or  guaranty
executed in  connection  with the loan secured hereby becomes insolvent, or
shall make a transfer in fraud  of  creditors,  or shall make an assignment
for the benefit of creditors, shall file a petition  in  bankruptcy,  shall
voluntarily  be adjudicated insolvent or bankrupt or shall admit in writing
the inability  to  pay debts as they mature, shall petition or apply to any
tribunal for or shall  consent to or shall not contest the appointment of a
receiver, trustee, custodian  or  similar  officer  for  Mortgagor, for any
such,  managing  member  or  general partner of Mortgagor or for  any  such
indemnitor  or  guarantor or for  a  substantial  part  of  the  assets  of
Mortgagor, of any  such, managing member or general partner of Mortgagor or
of any such indemnitor or guarantor, or shall commence any case, proceeding
or  other  action  under   any   bankruptcy,  reorganization,  arrangement,
readjustment or debt, dissolution  or  liquidation  law  or  statute of any
jurisdiction, whether now or hereafter in effect.

          (h) A  petition is filed or any case, proceeding or other  action
is commenced against  Mortgagor,  against  any,  managing member or general
partner  of  Mortgagor  or against any indemnitor or  guarantor  under  any
indemnity or guaranty executed  in  connection with the loan secured hereby
seeking to have an order for relief entered against it as debtor or seeking
reorganization,  arrangement,  adjustment,   liquidation,   dissolution  or
composition  of it or its debts or other relief under any law  relating  to
bankruptcy, insolvency,  arrangement, reorganization, receivership or other
debtor relief under any law  or  statute of any jurisdiction whether now or
hereafter in effect or a court of  competent  jurisdiction  enters an order
for  relief  against  Mortgagor,  against  any, managing member or  general
partner  of  Mortgagor or against any indemnitor  or  guarantor  under  any
indemnity or guaranty  executed in connection with the loan secured hereby,
as debtor, or an order,  judgment  or decree is entered appointing, with or
without the consent of Mortgagor, of  any  such, managing member or general
partner of Mortgagor or of any such indemnitor  or  guarantor,  a receiver,
trustee, custodian or similar officer for Mortgagor, for any such, managing
member  or  general  partner  of  Mortgagor  or for any such indemnitor  or
guarantor,  or  for  any  substantial  part of any  of  the  properties  of
Mortgagor, of any such, managing member  or general partner of Mortgagor or
of any such indemnitor or guarantor, and if  any  such  event  shall occur,
such  petition,  case, proceeding, action, order, judgment or decree  shall
not be dismissed within sixty (60) days after being commenced.

          (i) The  Property or any part thereof shall be taken on execution
or other process of law in any action against Mortgagor.

          (j) Mortgagor abandons all or a portion of the Property.

          (k) The holder  of  any lien or security interest on the Property
(without implying the consent of  Mortgagee to the existence or creation of
any such lien or security interest),  whether  superior  or  subordinate to
this  Mortgage  or any of the other Loan Documents, declares a default  and
such default is not  cured  within  any applicable grace or cure period set
forth in the applicable document or such  holder  institutes foreclosure or
other proceedings for the enforcement of its remedies thereunder.

          (l) The Property, or any part thereof, is  subjected to actual or
threatened waste or to removal, demolition or material  alteration  so that
the  value  of  the Property is materially diminished thereby and Mortgagee
determines (in its  subjective  determination)  that  it  is not adequately
protected from any loss, damage or risk associated therewith.

          (m) Any    dissolution,    termination,   partial   or   complete
liquidation, merger or consolidation of Mortgagor, any of its principals or
any general partner or any managing member.

          (n) Manager fails to perform any covenant, agreement, obligation,
terms or condition of Section 1.34 hereof.

                                ARTICLE III
                                 REMEDIES

          3.1 REMEDIES AVAILABLE.  If there shall occur an Event of Default
under  this  Mortgage, then this Mortgage  is  subject  to  foreclosure  as
provided by law  and  Mortgagee  may,  at  its  option  and by or through a
trustee, nominee, assignee or otherwise, to the fullest extent permitted by
law, exercise any or all of the following rights, remedies  and  recourses,
either successively or concurrently:

          (a) ACCELERATION.   Accelerate the maturity date of the Note  and
declare any or all of the indebtedness secured hereby to be immediately due
and payable without any presentment,  demand, protest, notice, or action of
any kind whatever (each of which is hereby  expressly waived by Mortgagor),
whereupon the same shall become immediately due and payable.  Upon any such
acceleration,  payment  of  such  accelerated  amount  shall  constitute  a
prepayment  of  the  principal  balance  of  the Note  and  any  applicable
prepayment fee provided for in the Note shall  then  be immediately due and
payable.

          (b) ENTRY ON THE PROPERTY.  Either in person or by agent, with or
without bringing any action or proceeding, or by a receiver  appointed by a
court  and without regard to the adequacy of its security, enter  upon  and
take possession of the Property, or any part thereof, without force or with
such force  as  is  permitted  by law and without notice or process or with
such notice or process as is required by law unless such notice and process
is waivable, in which case Mortgagor hereby waives such notice and process,
and do any and all acts and perform any and all work which may be desirable
or  necessary  in  Mortgagee's  judgment   to   complete   any   unfinished
construction  on  the Real Estate, to preserve the value, marketability  or
rentability of the  Property,  to  increase the income therefrom, to manage
and operate the Property or to protect  the  security  hereof  and all sums
expended  by  Mortgagee  therefor,  together  with interest thereon at  the
Default Interest Rate, shall be immediately due and payable to Mortgagee by
Mortgagor on demand and shall be secured hereby  and  by  all  of the other
Loan  Documents  securing all or any part of the indebtedness evidenced  by
the Note.

          (c) COLLECT RENTS AND PROFITS.  With or without taking possession
of the Property, sue  or otherwise collect the Rents and Profits, including
those past due and unpaid.

          (d) APPOINTMENT  OF  RECEIVER.   Upon,  or  at  any time prior or
after,  initiating  the  exercise  of  any  power of sale, instituting  any
judicial foreclosure or instituting any other  foreclosure of the liens and
security  interests  provided  for  herein or any other  legal  proceedings
hereunder,  make  application  to a court  of  competent  jurisdiction  for
appointment of a receiver for all  or any part of the Property, as a matter
of strict right and without notice to  Mortgagor  and without regard to the
adequacy  of  the  Property  for the repayment of the indebtedness  secured
hereby or the solvency of Mortgagor or any person or persons liable for the
payment  of the indebtedness secured  hereby,  and  Mortgagor  does  hereby
irrevocably  consent to such appointment, waives any and all notices of and
defenses to such  appointment  and  agrees  not  to  oppose any application
therefor  by  Mortgagee, but nothing herein is to be construed  to  deprive
Mortgagee of any  other  right,  remedy or privilege Mortgagee may now have
under the law to have a receiver appointed,  provided,  however,  that, the
appointment of such receiver, trustee or other appointee by virtue  of  any
court  order,  statute  or  regulation  shall  not  impair or in any manner
prejudice  the  rights of Mortgagee to receive payment  of  the  Rents  and
Profits pursuant  to  other terms and provisions hereof.  Any such receiver
shall have all of the usual  powers  and  duties  of  receivers  in similar
cases,  including,  without  limitation,  the  full power to hold, develop,
rent, lease, manage, maintain, operate and otherwise  use or permit the use
of the Property upon such terms and conditions as said receiver may deem to
be prudent and reasonable under the circumstances as more  fully  set forth
in Section 3.3 below.  Such receivership shall, at the option of Mortgagee,
continue  until  full payment of all of the indebtedness secured hereby  or
until title to the  Property  shall  have  passed by foreclosure sale under
this Mortgage or deed in lieu of foreclosure.

          (e) FORECLOSURE.  Immediately commence  an  action  to  foreclose
this  Mortgage  or  to  specifically  enforce  its provisions or any of the
indebtedness secured hereby pursuant to the statutes  in such case made and
provided  and  sell  the  Property  or  cause the Property to  be  sold  in
accordance with the requirements and procedures  provided  by said statutes
in a single parcel or in several parcels at the option of Mortgagee.

                    (1) In the event foreclosure proceedings  are  filed by
               Mortgagee,   all   expenses  incident  to  such  proceeding,
               including, but not limited  to,  attorneys'  fees and costs,
               shall be paid by Mortgagor and secured by this  Mortgage and
               by all of the other Loan Documents securing all or  any part
               of  the  indebtedness  evidenced  by  the Note.  The secured
               indebtedness  and  all  other obligations  secured  by  this
               Mortgage, including, without  limitation,  interest  at  the
               Default   Interest  Rate  (as  defined  in  the  Note),  any
               prepayment  charge, fee or premium required to be paid under
               the  Note  in order  to  prepay  principal  (to  the  extent
               permitted by  applicable law), attorneys' fees and any other
               amounts  due  and   unpaid   to  Mortgagee  under  the  Loan
               Documents,  may  be  bid by Mortgagee  in  the  event  of  a
               foreclosure sale hereunder.  In the event of a judicial sale
               pursuant  to a foreclosure  decree,  it  is  understood  and
               agreed  that   Mortgagee  or  its  assigns  may  become  the
               purchaser of the Property or any part thereof.

                    (2)  Mortgagee  may,  by  following  the procedures and
               satisfying  the  requirements prescribed by applicable  law,
               foreclose on only  a  portion  of  the Property and, in such
               event, said foreclosure shall not affect  the  lien  of this
               Mortgage   on   the   remaining   portion  of  the  Property
               foreclosed.

          (f) OTHER.   Exercise  any  other  right  or   remedy   available
hereunder, under any of the other Loan Documents or at law or in equity.

          3.2 APPLICATION OF PROCEEDS.  To the fullest extent permitted  by
law,  the  proceeds of any sale under this Mortgage shall be applied to the
extent funds  are  so  available  to  the  following items in such order as
Mortgagee in its discretion may determine:

          (a) To  payment  of  the  costs,  expenses  and  fees  of  taking
possession of the Property, and of holding, operating,  maintaining, using,
leasing,  repairing,  improving,  marketing  and selling the  same  and  of
otherwise enforcing Mortgagee's right and remedies  hereunder and under the
other Loan Documents, including, but not limited to, receivers' fees, court
costs,   attorneys',   accountants',  appraisers',  managers'   and   other
professional fees, title charges and transfer taxes.

          (b) To payment  of all sums expended by Mortgagee under the terms
of any of the Loan Documents  and not yet repaid, together with interest on
such sums at the Default Interest Rate.

          (c) To  payment  of  the   secured  indebtedness  and  all  other
obligations  secured  by  this  Mortgage,  including,  without  limitation,
interest at the Default Interest  Rate  and,  to  the  extent  permitted by
applicable law, any prepayment fee, charge or premium required to  be  paid
under  the  Note  in order to prepay principal, in any order that Mortgagee
chooses in its sole discretion.

          The remainder,  if  any,  of  such  funds  shall  be disbursed to
Mortgagor or to the person or persons legally entitled thereto.

          3.3 RIGHT AND AUTHORITY OF RECEIVER OR MORTGAGEE IN  THE EVENT OF
DEFAULT;  POWER  OF  ATTORNEY.  Upon the occurrence of an Event of  Default
hereunder, which default  is  not cured within any applicable grace or cure
period, and entry upon the Property  pursuant  to  Section 3.1(b) hereof or
appointment of a receiver pursuant to Section 3.1(d) hereof, and under such
terms  and  conditions  as  may  be  prudent  and  reasonable   under   the
circumstances  in  Mortgagee's  or  the  receiver's sole discretion, all at
Mortgagor's expense, Mortgagee or said receiver,  or  such other persons or
entities as they shall hire, direct or engage, as the case  may  be, may do
or  permit one or more of the following, successively or concurrently:  (a)
enter  upon and take possession and control of any and all of the Property;
(b) take  and  maintain possession of all documents, books, records, papers
and accounts relating  to  the  Property;  (c)  exclude  Mortgagor  and its
agents,  servants  and  employees  wholly from the Property; (d) manage and
operate the Property; (e) preserve and  maintain  the  Property;  (f)  make
repairs  and  alterations to the Property; (g) complete any construction or
repair of the Improvements,  with  such changes, additions or modifications
of the plans and specifications or intended  disposition  and  use  of  the
Improvements  as  Mortgagee  may in its sole discretion deem appropriate or
desirable to place the Property  in  such condition as will, in Mortgagee's
sole  discretion,  make  it  or  any  part thereof  readily  marketable  or
rentable; (h) conduct a marketing or leasing  program  with  respect to the
Property,  or  employ  a  marketing  or leasing agent or agents to  do  so,
directed  to  the leasing or sale of the  Property  under  such  terms  and
conditions as Mortgagee  may  in  its  sole  discretion deem appropriate or
desirable;  (i)  employ  such  contractors,  subcontractors,   materialmen,
architects, engineers, consultants, managers, brokers, marketing agents, or
other  employees,  agents,  independent  contractors  or professionals,  as
Mortgagee  may  in  its  sole discretion deem appropriate or  desirable  to
implement and effectuate the  rights  and powers herein granted (j) execute
and  deliver, in the name of Mortgagee as  attorney-in-fact  and  agent  of
Mortgagor  or  in its own name as Mortgagee, such documents and instruments
as are necessary  or appropriate to consummate authorized transactions; (k)
enter into such leases,  whether  of  real or personal property, or tenancy
agreements, under such terms and conditions  as  Mortgagee  may in its sole
discretion deem appropriate or desirable; (l) collect and receive the Rents
and  Profits  from  the  Property; (m) eject Tenants or repossess  personal
property, as provided by law,  for  breaches  of  the  conditions  of their
Leases;  (n) sue for unpaid Rents and Profits, payments, income or proceeds
in the name  of  Mortgagor  or  Mortgagee; (o) maintain actions in forcible
entry and detainer, ejectment for  possession  and  actions in distress for
rent; (p) compromise or give acquittance for Rents and  Profits,  payments,
income or proceeds that may become due; (q) delegate or assign any  and all
rights and powers given to Mortgagee by this Mortgage; and (r) do any  acts
which  Mortgagee  in  its sole discretion deems appropriate or desirable to
protect the security hereof  and  use such measures, legal or equitable, as
Mortgagee  may in its sole discretion  deem  appropriate  or  desirable  to
implement and  effectuate  the  provisions of this Mortgage.  This Mortgage
shall constitute a direction to and  full authority to any lessee, or other
third party who has heretofore dealt or contracted or may hereafter deal or
contract with Mortgagor or Mortgagee,  at  the request of Mortgagee, to pay
all amounts owing under any Lease, contract,  concession,  license or other
agreement to Mortgagee without proof of the Event of Default  relied  upon.
Any  such  lessee  or  third party is hereby irrevocably authorized to rely
upon and comply with (and  shall  be  fully  protected  by  Mortgagor in so
doing)  any  request,  notice  or  demand  by Mortgagee for the payment  to
Mortgagee of any Rents and Profits or other sums which may be or thereafter
become  due  under  its  Lease,  contract,  concession,  license  or  other
agreement, or for the performance of any undertakings  uner any such Lease,
contract, concession, license or other agreement, and shall  have  no right
or  duty  to  inquire  whether any Event of Default under this Mortgage  or
under any of the other Loan  Documents  has  actually  occurred  or is then
existing.    Mortgagor  hereby  constitutes  and  appoints  Mortgagee,  its
assignees, successors,  transferees  and  nominees, as Mortgagor's true and
lawful attorney-in-fact and agent, with full  power  of substitution in the
Property, in Mortgagor's name, place and stead, to do  or permit any one or
more of the foregoing described rights, remedies, powers  and  authorities,
successively or concurrently, and said power of attorney shall be  deemed a
power  coupled with an interest and irrevocable so long as any indebtedness
secured  hereby  is  outstanding.   Any  money  advanced  by  Mortgagee  in
connection  with  any  action  taken  under this Section 3.3, together with
interest thereon at the Default Interest  Rate from the date of making such
advancement  by Mortgagee until actually paid  by  Mortgagor,  shall  be  a
demand obligation  owing  by Mortgagor to Mortgagee and shall be secured by
this  Mortgage  and  by  every   other   instrument  securing  the  secured
indebtedness.

          3.4 OCCUPANCY  AFTER  FORECLOSURE.   In  the  event  there  is  a
foreclosure sale hereunder and at  the  time  of  such  sale,  Mortgagor or
Mortgagor's  representatives,  successors or assigns, or any other  persons
claiming  any  interest in the Property  by,  through  or  under  Mortgagor
(except tenants of space in the Improvements subject to Leases entered into
prior to the date hereof), are occupying or using the Property, or any part
thereof, then, to the extent not prohibited by applicable law, each and all
shall, at the option  of  Mortgagee  or  the purchaser at such sale, as the
case may be, immediately become the tenant  of  the purchaser at such sale,
which tenancy shall be a tenancy from day-to-day, terminable at the will of
either landlord or tenant, at a reasonable rental  per  day  based upon the
value of the Property occupied or used, such rental to be due  daily to the
purchaser.   Further,  to  the extent permitted by applicable law,  in  the
event the tenant fails to surrender  possession  of  the  Property upon the
termination of such tenancy, the purchaser shall be entitled  to  institute
and  maintain  an  action  for  unlawful  detainer  of  the Property in the
appropriate court of the county in which the Real Estate is located.

          3.5 NOTICE TO ACCOUNT DEBTORS.  Mortgagee may,  at any time after
an  Event  of  Default  notify  the  account  debtors and obligors  of  any
accounts,  chattel  paper, negotiable instruments  or  other  evidences  of
indebtedness, to Mortgagor  included  in  the  Property  to  pay  Mortgagee
directly.   Mortgagor  shall  at  any  time  or  from time to time upon the
request  of  Mortgagee  provide to Mortgagee a current  list  of  all  such
account debtors and obligors and their addresses.

          3.6 CUMULATIVE REMEDIES.  All remedies contained in this Mortgage
are cumulative and Mortgagee shall also have all other remedies provided at
law and in equity or in any  other  Loan  Documents.   Such remedies may be
pursued  separately,  successively or concurrently at the  sole  subjective
direction of Mortgagee  and  may  be exercised in any order and as often as
occasion therefor shall arise.  No  act  of Mortgagee shall be construed as
an election to proceed under any particular  provisions of this Mortgage to
the exclusion of any other provision of this Mortgage  or as an election of
remedies to the exclusion of any other remedy which may  then or thereafter
be  available to Mortgagee.  No delay or failure by Mortgagee  to  exercise
any right  or  remedy under this Mortgage shall be construed to be a waiver
of that right or  remedy  or  of any Event of Default hereunder.  Mortgagee
may exercise any one or more of  its  rights  and  remedies  at  its option
without regard to the adequacy of its security.

          3.7 PAYMENT  OF EXPENSES.  Mortgagor shall pay on demand  all  of
Mortgagee's expenses incurred  in  any efforts to enforce any terms of this
Mortgage,  whether  or  not  any  lawsuit  is  filed  and  whether  or  not
foreclosure is commenced but not completed,  including, but not limited to,
legal fees and disbursements, foreclosure costs and title charges, together
with interest thereon from and after the date  incurred  by Mortgagee until
actually paid by Mortgagor at the Default Interest Rate, and the same shall
be secured by this Mortgage and by all of the other Loan Documents securing
all or any part of the indebtedness evidenced by the Note.

                               ARTICLE IV
                    MISCELLANEOUS TERMS AND CONDITIONS

          4.1 TIME OF ESSENCE.  Time is of the essence with  respect to all
provisions of this Mortgage.

          4.2 RELEASE  OF MORTGAGE.  If all of the secured indebtedness  be
paid, then and in that event  only,  all  rights  under this Mortgage shall
terminate except for those provisions hereof which  by their terms survive,
and  the  Property  shall  become  wholly  clear  of  the  liens,  security
interests,  conveyances  and assignments evidenced hereby, which  shall  be
released by Mortgagee in due  form at Mortgagor's cost.  No release of this
Mortgage or the lien hereof shall be valid unless executed by Mortgagee.

          4.3 CERTAIN RIGHTS OF  MORTGAGEE.   Without affecting Mortgagor's
liability  for  the  payment  of  any of the indebtedness  secured  hereby,
Mortgagee  may  from time to time and  without  notice  to  Mortgagor:  (a)
release any person  liable  for  the  payment  of  the indebtedness secured
hereby;  (b)  extend  or  modify the terms of payment of  the  indebtedness
secured hereby; (c) accept additional real or personal property of any kind
as security or alter, substitute  or  release  any  property  securing  the
indebtedness  secured  hereby;  (d)  recover  any part of the Property; (e)
consent in writing to the making of any subdivision  map  or  plat thereof;
(f)  join  in  granting  any easement therein; or (g) join in any extension
agreement of the Mortgage or any agreement subordinating the lien hereof.

          4.4 WAIVER OF CERTAIN DEFENSES.  No action for the enforcement of
the lien hereof or of any  provision hereof shall be subject to any defense
which would not be good and  available to the party interposing the same in
an action at law upon the Note or any of the other Loan Documents.

          4.5 NOTICES.    All   notices,   demands,   requests   or   other
communications to be sent by one  party  to the other hereunder or required
by law shall be in writing and shall be deemed  to  have been validly given
or served by delivery of the same in person to the intended  addressee,  or
by  depositing  the  same with Federal Express or another reputable private
courier service for next  business  day delivery, or by depositing the same
in the United States mail, postage prepaid,  registered  or certified mail,
return receipt requested, in any event addressed to the intended  addressee
at  its  address  set  forth  on the first page of this Mortgage or at such
other address as may be designated  by  such party as herein provided.  All
notices, demands and requests to be sent to Mortgagee shall be addressed to
the  attention  of the Capital Markets Group.   All  notices,  demands  and
requests shall be  effective  upon  such  personal  delivery,  or  one  (1)
business day after being deposited with the private courier service, or two
(2)  business  days  after  being  deposited  in  the United States mail as
required above.  Rejection or other refusal to accept  or  the inability to
deliver because of changed address of which no notice was given  as  herein
required  shall  be  deemed  to be receipt of the notice, demand or request
sent.  By giving to the other  party  hereto  at  least  fifteen (15) days'
prior written notice thereof in accordance with the provisions  hereof, the
parties  hereto  shall  have  the  right  from time to time to change their
respective  addresses  and each shall have the  right  to  specify  as  its
address any other address within the United States of America.

          4.6 SUCCESSORS  AND ASSIGNS.  The terms, provisions, indemnities,
covenants and conditions hereof  shall  be  binding  upon Mortgagor and the
successors and assigns of Mortgagor, including all successors  in  interest
of Mortgagor in and to all or any part of the Property, and shall inure  to
the  benefit of Mortgagee, its directors, officers, shareholders, employees
and agents and their respective successors and assigns and shall constitute
covenants  running  with  the  land.   All  references  in this Mortgage to
Mortgagor  or  Mortgagee  shall  be  deemed  to  include all such  parties'
successors and assigns, and the term "Mortgagee" as  used herein shall also
mean  and  refer  to  any  lawful holder or owner, including  pledgees  and
participants, of any of the  indebtedness  secured  hereby.   If  Mortgagor
consists  of  more  than  one  person  or  entity, each will be jointly and
severally liable to perform the obligations of Mortgagor.

          4.7 SEVERABILITY.  A determination  that  any  provision  of this
Mortgage is unenforceable or invalid shall not affect the enforceability or
validity of any other provision, and any determination that the application
of  any provision of this Mortgage to any person or circumstance is illegal
or unenforceable  shall  not  affect the enforceability or validity of such
provision as it may apply to any other persons or circumstances.

          4.8 GENDER.  Within this  Mortgage,  words of any gender shall be
held and construed to include any other gender,  and  words in the singular
shall be held and construed to include the plural, and  vice  versa, unless
the context otherwise requires.

          4.9 WAIVER: DISCONTINUANCE OF PROCEEDINGS.  Mortgagee  may  waive
any  single  Event  of  Default  by Mortgagor hereunder without waiving any
other prior or subsequent Event of Default.  Mortgagee may remedy any Event
of Default by Mortgagor hereunder  without  waiving  the  Event  of Default
remedied.   Neither the failure by Mortgagee to exercise, nor the delay  by
Mortgagee in  exercising,  any  right,  power  or  remedy upon any Event of
Default by Mortgagor hereunder shall be construed as a waiver of such Event
of Default or as a waiver of the right to exercise any such right, power or
remedy at a later date.  No single or partial exercise  by Mortgagee of any
right, power or remedy hereunder shall exhaust the same or  shall  preclude
any  other  or  further  exercise  thereof,  and every such right, power or
remedy hereunder may be exercised at any time  and  from  time to time.  No
modification or waiver of any provision hereof nor consent to any departure
by  Mortgagor  therefrom  shall in any event be effective unless  the  same
shall be in writing and signed  by  Mortgagee,  and  then  such  waiver  or
consent  shall  be  effective  only  in  the  specific instance and for the
specific purpose given.  No notice to nor demand  on  Mortgagor in any case
shall of itself entitle Mortgagor to any other or further  notice or demand
in similar or other circumstances.  Acceptance by Mortgagee  of any payment
in  an  amount  less  than  the  amount  then  due  on  any  of the secured
indebtedness shall be deemed an acceptance on account only and shall not in
any  way  affect the existence of an Event of Default hereunder.   In  case
Mortgagee shall  have  proceeded  to  invoke  any right, remedy or recourse
permitted hereunder or under the other Loan Documents  and shall thereafter
elect  to discontinue or abandon the same for any reason,  Mortgagee  shall
have the  unqualified  right  to do so and, in such an event, Mortgagor and
Mortgagee shall be restored to  their  former positions with respect to the
indebtedness  secured  hereby,  the  Loan  Documents,   the   Property  and
otherwise, and the rights, remedies, recourses and powers of Mortagee shall
continue as if the same had never been invoked.

           4.10  SECTION  HEADINGS.   The  headings  of  the  sections  and
paragraphs of this Mortgage are for convenience of reference only,  are not
to be considered a part hereof and shall not limit or otherwise affect  any
of the terms hereof.

           4.11  GOVERNING  LAW.   This  Mortgage  will  be governed by and
construed in accordance with the laws of the State in which the Real Estate
is  located  provided  that  to  the  extent  any of such laws may  now  or
hereafter be preempted by Federal law, in which case such Federal law shall
so govern and be controlling; and provided further  that  the  laws  of the
state  in which the Real Estate is located shall govern as to the creation,
priority  and  enforcement  of  liens  and  security  interests in property
located in such state.

          4.12 COUNTING OF DAYS.  The term "days" when  used  herein  shall
mean  calendar  days.   If  any  time  period ends on a Saturday, Sunday or
holiday officially recognized by the state  within which the Real Estate is
located, the period shall be deemed to end on  the next succeeding business
day.  The term "business day" when used herein shall mean a weekday, Monday
through  Friday,  except  a  legal  holiday  or  a  day  on  which  banking
institutions in South Carolina are authorized by law to be closed.

           4.13  RELATIONSHIP  OF  THE  PARTIES.  The relationship  between
Mortgagor and Mortgagee is that of a borrower and a lender only and neither
of  those  parties  is, nor shall it hold itself  out  to  be,  the  agent,
employee, joint venturer or partner of the other party.

          4.14 APPLICATION OF THE PROCEEDS OF THE NOTE.  To the extent that
proceeds  of  the  Note  are  used  to  pay  indebtedness  secured  by  any
outstanding lien, security  interest,  charge  or prior encumbrance against
the Property, such proceeds have been advanced by  Mortgagee at Mortgagor's
request and Mortgagee shall be subrogated to any and  all  rights, security
interests and liens owned by any owner or holder of such outstanding liens,
security interests, charges or encumbrances, irrespective of  whether  said
liens, security interests, charges or encumbrances are released.

           4.15  UNSECURED  PORTION  OF  INDEBTEDNESS.   If any part of the
secured indebtedness cannot be lawfully secured by this Mortgage  or if any
part  of  the  Property cannot be lawfully subject to the lien and security
interest hereof  to the full extent of such indebtedness, then all payments
made shall be applied  on  said  indebtedness  first  in  discharge of that
portion thereof which is unsecured by this Mortgage.

           4.16 CROSS DEFAULT.  An Event of Default hereunder  shall  be  a
default under each of the other Loan Documents.

          4.17  INTEREST AFTER SALE.  In the event the Property or any part
thereof shall be sold upon foreclosure as provided hereunder, to the extent
permitted by law,  the  sum  for which the same shall have been sold shall,
for purposes of redemption (pursuant  to the laws of the state in which the
Property is located), bear interest at the Default Interest Rate.

          4.18 INCONSISTENCY WITH OTHER  LOAN  DOCUMENTS.   In the event of
any inconsistency between the provisions hereof and the provisions  in  any
of the other Loan Documents, it is intended that the provisions selected by
Mortgagee in its sole subjective discretion shall be controlling.

           4.19  CONSTRUCTION  OF  THIS  DOCUMENT.   This  document  may be
construed  as  a  mortgage, security deed, deed of trust, chattel mortgage,
conveyance, assignment,  security  agreement,  pledge, financing statement,
hypothecation or contract, or any one or more of the foregoing, in order to
fully effectuate the liens and security interests  created  hereby  and the
purposes and agreements herein set forth.

           4.20  NO  MERGER.  It is the desire and intention of the parties
hereto that this Mortgage  and  the  lien hereof do not merge in fee simple
title  to the Property.  It is hereby understood  and  agreed  that  should
Mortgagee  acquire  any additional or other interests in or to the Property
or the ownership thereof,  then,  unless a contrary intent is manifested by
Mortgagee  as  evidenced by an appropriate  document  duly  recorded,  this
Mortgage and the  lien  hereof  shall not merge in such other or additional
interests in or to the Property,  toward  the end that this Mortgage may be
foreclosed as if owned by a stranger to said other or additional interests.

          4.21 RIGHTS WITH RESPECT TO JUNIOR  ENCUMBRANCES.   Any person or
entity  purporting  to have or to take a junior mortgage or other  lien  or
security interest upon  the  Property  or  any  interest  therein  shall be
subject to the rights of Mortgagee to amend, modify, increase, vary,  alter
or  supplement  this  Mortgage, the Note or any of the other Loan Documents
and to extend the maturity  date  of the indebtedness secured hereby and to
increase the amount of the indebtedness  secured  hereby  and  to  waive or
forebear the exercise of any of its rights and remedies hereunder or  under
any  of  the other Loan Documents and to release any collateral or security
for the indebtedness  secured  hereby,  in  each  and  every  case  without
obtaining  the  consent  of  the holder of such junior lien and without the
lien or security interest of this  Mortgage  losing  its  priority over the
rights of any such junior lien.

           4.22  MORTGAGEE MAY FILE PROOFS OF CLAIM.  In the  case  of  any
receivership,   insolvency,    bankruptcy,   reorganization,   arrangement,
adjustment, composition or other  proceedings  affecting  Mortgagor  or the
principals  or general partners in Mortgagor, or their respective creditors
or property,  Mortgagee,  to the extent permitted by law, shall be entitled
to file such proofs of claim  and  other  documents  as may be necessary or
advisable  in  order  to  have  the  claims  of Mortgagee allowed  in  such
proceedings  for  the  entire  secured indebtedness  at  the  date  of  the
institution of such proceedings  and  for  any  additional amount which may
become due and payable by Mortgagor hereunder after such date.

          4.23 FIXTURE FILING.  This Mortgage shall  be  effective from the
date  of its recording as a financing statement filed as a  fixture  filing
with respect  to  all  goods constituting part of the Property which are or
are to become fixtures.

          4.24 AFTER-ACQUIRED PROPERTY.  All property acquired by Mortgagor
after the date of this Mortgage  which  by the terms of this Mortgage shall
be  subject  to the lien and the security interest  created  hereby,  shall
immediately upon  the  acquisition thereof by Mortgagor and without further
mortgage, conveyance or  assignment become subject to the lien and security
interest created by this Mortgage.   Nevertheless, Mortgagor shall execute,
acknowledge, deliver and record or file, as appropriate, all and every such
further mortgages, security agreements,  financing  statements, assignments
and assurances, as Mortgagee shall require for accomplishing  the  purposes
of this Mortgage.

           4.25  NO  REPRESENTATION.   By  accepting  delivery  of any item
required to be observed, performed or fulfilled or to be given to Mortgagee
pursuant  to  the  Loan  Documents,  including,  but  not  limited  to, any
officer's certificates balance sheet, statement of profit and loss or other
financial statement, survey, appraisal or insurance policy, Mortgagee shall
not be deemed to have warranted, consented to, or affirmed the sufficiency,
legality,  effectiveness  or  legal  effect  of  the  same, or of any term,
provision  or  condition thereof, and such acceptance of  delivery  thereof
shall not be or  constitute  any  warranty,  consent  or  affirmation  with
respect thereto by Mortgagee.

           4.26  COUNTERPARTS.  This Mortgage may be executed in any number
of counterparts, each  of  which  shall be effective only upon delivery and
thereafter shall be deemed an original,  and all of which shall be taken to
be  one and the same instrument, for the same  effect  as  if  all  parties
hereto  had  signed  the  same  signature page.  Any signature page of this
Mortgage may be detached from any  counterpart  of  this  Mortgage  without
impairing the legal effect of any signatures thereon and may be attached to
another  counterpart  of  this Mortgage identical in form hereto but having
attached to it one or more additional signature pages.

           4.27  PERSONAL  LIABILITY.    Notwithstanding  anything  to  the
contrary contained in this Mortgage, the liability  of  Mortgagor  and  its
officer,  directors, general partners, managers, members and principals for
the indebtedness  secured  hereby  and  for  the  performance  of the other
agreements,  covenants  and  obligations contained herein and in the  other
Loan Documents shall be limited as set forth in Section 2.04 of the Note.

           4.28  RECORDING  AND FILING.   Mortgagor  will  cause  the  Loan
Documents and all amendments  and  supplements  thereto  and  substitutions
therefor to be recorded, filed, re-recorded and re-filed in such manner and
in  such  places  as  Mortgagee shall reasonably request, and will  pay  on
demand all such recording,  filing,  re-recording and re-filing taxes, fees
and other charges.  Mortgagor shall reimburse  Mortgagee,  or its servicing
agent, for the costs incurred in obtaining a tax service company  to verify
the status of payment of taxes and assessments on the Property.

           4.29  ENTIRE AGREEMENT AND MODIFICATION.  This Mortgage and  the
other Loan Documents  contain  the  entire  agreements  between the parties
relating to the subject matter hereof and thereof and all  prior agreements
relative hereto and thereto which are not contained herein or  therein  are
terminated.  This Mortgage and the other Loan Documents may not be amended,
revised,  waived,  discharged,  released or terminated orally but only by a
written instrument or instruments  executed  by  the  party  against  which
enforcement  of  the  amendment,  revision,  waiver,  discharge, release or
termination   is  asserted.   Any  alleged  amendment,  revision,   waiver,
discharge, release  or  termination which is not so documented shall not be
effective as to any party.

          4.30 MAXIMUM INTEREST.   The  provisions  of this Mortgage and of
all  agreements between Mortgagor and Mortgagee, whether  now  existing  or
hereafter arising and whether written or oral, are hereby expressly limited
so that  in no contingency or event whatsoever, whether by reason of demand
or acceleration  of the maturity of the Note or otherwise, shall the amount
paid,  or agreed to  be  paid  ("Interest"),  to  Mortgagee  for  the  use,
forbearance  or  retention  of  the  money loaned under the Note exceed the
maximum amount permissible under applicable law.  If, from any circumstance
whatsoever, performance or fulfillment  of  any  provision hereof or of any
agreement between Mortgagor and Mortgagee shall, at the time performance or
fulfillment of such provision shall be due, exceed  the  limit for Interest
prescribed  by law or otherwise transcend the limit of validity  prescribed
by applicable  law,  then  ipso  facto  the  obligation  to be performed or
fulfilled  shall  be  reduced  to such limit and if, from any  circumstance
whatsoever, Mortgagee shall ever  receive anything of value deemed Interest
by applicable law in excess of the  maximum  lawful amount, an amount equal
to any excessive Interest shall be applied to the reduction of the

          principal balance owing under the Note  in  the  inverse order of
its  maturity  (whether  or not then due) or at the option of Mortgagee  be
paid over to Mortgagor, and  not  to the payment of Interest.  All Interest
(including any amounts or payments deemed to be Interest) paid or agreed to
be paid to Mortgagee shall, to the  extent  permitted by applicable law, be
amortized, prorated, allocated and spread throughout  the full period until
payment in full of the principal balance of the Note so  that  the Interest
thereon  for such full period will not exceed the maximum amount  permitted
by applicable  law.   This  paragraph  will  control all agreements between
Mortgagor and Mortgagee.

          4.31 INTEREST PAYABLE BY MORTGAGEE.   Mortgagee shall cause funds
in the Replacement Reserve to be deposited into an interest bearing account
of the type customarily maintained by Mortgagee or  its servicing agent for
the investment of similar reserves, which account may not yield the highest
interest rate then available.  Interest payable on such  amounts  shall  be
computed based on the daily outstanding balance in the Replacement Reserve.
Such  interest  shall  be  calculated  on a simple, non-compounded interest
basis based solely on contributions made  to  the  Replacement  Reserve  by
Mortgagor.   All  interest earned on amounts contributed to the Replacement
Reserve shall be retained  by  Mortgagee  and  added  to the balance in the
Replacement Reserve and shall be disbursed for payment  of  the  items  for
which other funds in the Replacement Reserve are to be disbursed.

           4.32 SECONDARY MARKET.  Mortgagee may sell, transfer and deliver
the Loan Documents  to  one  or  more  investors  in the secondary mortgage
market.  In connection with such sale, may retain or  assign responsibility
for  servicing the loan or may delegate some or all of such  responsibility
and/or  obligations  to  a  servicer,  including,  but  not limited to, any
subservicer or master servicer, on behalf of the investors.  All references
to  Mortgagee  herein  shall refer to and include, without limitation,  any
such servicer, to the extent applicable.

          4.33 FURTHER STIPULATIONS.   The additional covenants, agreements
and provisions set forth in EXHIBITS B AND  C  attached  hereto  and made a
part  hereof,  if  any, shall be a part of this Mortgage and shall, in  the
event of any conflict  between  such  further  stipulations  and any of the
other provisions of this Mortgage, be deemed to control.

<PAGE>
          IN  WITNESS WHEREOF, Mortgagor has executed this Mortgage  as  of
the day and year first above written.

                                                   MORTGAGOR:

                                                   QUARTERDECK APARTMENTS LLC

____________________________                       By:   ML Apartments I, Inc.,
WITNESS                                                  its managing member

                                                       /s/
                                                   By: _______________________
____________________________                           Name:
WITNESS                                                Title:

Consented and Agreed to
as to the provisions of
Section 1.34

ML Apartments I, Inc., a Georgia corporation


By: ________________________
   Name:
   Title:


<PAGE>
County of __________  )
                      ) ss.     PROBATE
State of ____________ )


     Personally  appeared  before  me  ____________________ who being first
duly   sworn,  deposed  and  said  that  (s)he   saw   the   within   named
_________________________________________, by _____________, its _________,
sign and,  as  its  act  and deed, deliver the within Mortgage and Security
Agreement, and that (s)he  with  ___________________________  witnessed the
execution thereof.


                                   ______________________________
                                   (First Witness)


Sworn to before me this _____ day of June, 1999.

__________________ (L.S.)

Notary Public for __________

My commission expires: _________________


<PAGE>
                                 EXHIBIT A

                           PROPERTY DESCRIPTION

<PAGE>
                                 EXHIBIT B

                          MORTGAGOR'S CERTIFICATE

          The  undersigned  is  the _____________ of ________, the  general
partner  of  _________________  (the   "Mortgagor")   and   has   made  due
investigation  as  to  the  matters  hereinafter  set forth and does hereby
certify   the  following  to  induce  FIRST  UNION  NATIONAL   BANK,   (the
"Mortgagee")  to  advance  the  aggregate  sum  of $__________________ (the
"Disbursement")  [from the Replacement Reserve or  Repair  and  Remediation
Reserve or Environmental Reserve] to the Mortgagor pursuant to the terms of
that certain Mortgage  and  Security Agreement, dated as of _____ __, 199_,
between the Mortgagee and the  Mortgagor  (together  with  any  amendments,
modifications,  supplements  and  replacements  thereof  or  therefor,  the
"Mortgage"),  dated  ____________,  pursuant  to  that certain Disbursement
request which is being submitted to the Mortgagee.  (Capitalized terms used
and not otherwise define shall have the respective  meanings  given to them
in the Mortgage.)



          1. No  default  beyond any applicable notice and/or grace  period
exists under the Mortgage or under any of the other Loan Documents.

          2. The [Repairs,  Deferred  Maintenance  or  Environmental  Work]
relative  to  the Disbursement have been delivered or provided to Mortgagor
and are properly,  completely  and  permanently  installed  on or about the
Property or otherwise properly completed, as applicable.

          3. All  of  the  statements,  invoices,  receipts and information
delivered in connection with the Disbursement request  being  submitted  to
the  Mortgagee  in  connection herewith are true and correct as of the date
hereof, and the amount  requested  in  said Disbursement request accurately
reflects the precise amounts due and payable  during  the period covered by
such  Disbursement  request.  All of the funds to be received  pursuant  to
such  Disbursement  request  shall  be  used  solely  for  the  purpose  of
reimbursing the Mortgagor for items previously paid.

          4. Nothing  has  occurred  subsequent to the date of the Mortgage
which has or may result in the creation  of any lien, charge or encumbrance
upon the Real Estate or the Improvements or  any  part thereof, or anything
affixed  thereto  or  used in connection therewith, or  which  has  or  may
substantially and adversely impair the ability of the Mortgagor to make any
payments of principal and  interest  on  the  Note  or  the  ability of the
Mortgagor to meet its obligations under the Mortgage.

          5. None  of  the  labor,  materials,  overhead or other items  of
expense  specified  in  the  Disbursement  request submitted  herewith  has
previously been the basis of any Disbursement  request  by the Mortgagor or
any  payment  by  the  Mortgagee  and,  when  added to all sums  previously
disbursed by Mortgagee on account of the [Deferred  Maintenance, Repairs or
Environmental Work], do not exceed the costs of all [Deferred  Maintenance,
Repairs   or  Environmental  Work]  services  completed,  installed  and/or
delivered, as applicable, to the date of that certificate.

          6. The amount remaining in the [Account] allocated to the payment
of items on  the [Deferred Maintenance, Repairs or Environmental Work] will
be sufficient  to  pay  in  full  the  entire  remaining  cost of [Deferred
Maintenance,  Repairs  or Environmental Work] required to be  completed  in
accordance with the Mortgage.

          7. All work required  permits  and approvals required to complete
the work which work is now in process or was previously completed have been
obtained.

          8. All conditions to the Disbursement  to  be  made in accordance
with  the  Disbursement  request  submitted  herewith  have  been   met  in
accordance with the terms of the Mortgage.

                              By:__________________________


<PAGE>
                                 EXHIBIT C

     "PERMITTED  INVESTMENTS"  shall  mean any one or more of the following
obligations or securities acquired at a  purchase price of not greater than
par, including those issued by Beneficiary,  Servicer, REMIC Trustee or any
of their respective affiliates:

               (i) direct obligations of, or obligations  fully  guaranteed
     as  to payment of principal and interest by, (a) the United States  or
     any agency  or  instrumentality  thereof provided such obligations are
     backed by the full faith and credit  of  the United States of America,
     or (b) FHLMC, FNMA, the Federal Farm Credit System or the Federal Home
     Loan  Banks  provided  such obligations at the  time  of  purchase  or
     contractual  commitment for  purchase  are  qualified  by  the  Rating
     Agencies as a Permitted Investment hereunder as evidenced in writing;

               (ii)  fully  FDIC-insured  demand  and  time  deposits in or
     certificates  of  deposit of, or bankers' acceptances issued  by,  any
     bank or trust company,  savings  and loan association or savings bank,
     provided  that  the  commercial paper  and  long-term  unsecured  debt
     obligations of such depository  institution  or trust company have the
     highest rating available for such securities by  the  Rating Agencies,
     or  such  lower  rating  as  will  not  result  in the downgrading  or
     withdrawal  of  the  rating then assigned to the Certificates  by  any
     Rating Agency as evidenced in writing;

               (iii) repurchase  obligations  with  respect to any security
     described  in  clause  (i)  above  entered  into  with   a  depository
     institution or trust company (acting as principal) described in clause
     (ii) above;

               (iv) general obligations of or obligations guaranteed by any
     State  of the United States or the District of Columbia receiving  the
     highest  long-term unsecured debt rating available for such securities
     by the Rating Agencies, or such lower rating as will not result in the
     downgrading   or  withdrawal  of  the  rating  then  assigned  to  the
     Certificates by any Rating Agency as evidenced in writing;

               (v) securities  bearing  interest or sold at a discount that
     are  issued by any corporation incorporated  under  the  laws  of  the
     United  States  of  America  or  any  State thereof or the District of
     Columbia and is rated by the Rating Agencies  in  their  highest long-
     term  unsecured  rating  categories at the time of such investment  or
     contractual  commitment  providing   for  such  investment;  PROVIDED,
     HOWEVER, that securities issued by any  such  corporation  will not be
     Permitted Investments to the extent that investment therein will cause
     the  then  outstanding  principal amount of securities issued by  such
     corporation and held as part  of  the Central Account to exceed 20% of
     the aggregate principal amount of all  Permitted  Investments  held in
     the Central Account;

               (vi)  commercial  or  finance  company paper (including both
     non-interest-bearing   discount   obligations   and   interest-bearing
     obligations payable on demand or on a specified date not more than one
     year after the date of issuance thereof)  that  is rated by the Rating
     Agencies in their highest short-term unsecured debt  rating  available
     at the time of such investment or contractual commitment providing for
     such investment, and is issued by a corporation the outstanding senior
     long-term  debt  obligations  of  which  are  then rated by the Rating
     Agencies  in  their highest rating available in their  short-term  and
     long-term unsecured  debt  ratings,  or  such lower rating as will not
     result in the downgrading or withdrawal of the rating then assigned to
     the Certificates by any Rating Agency as evidenced in writing;

               (vii) guaranteed reinvestment agreements  acceptable  to the
     Rating  Agencies  issued  by  any  bank,  insurance  company  or other
     corporation  rated  in  the  highest long-term unsecured rating levels
     available  to  such  issuers by the  Rating  Agencies  throughout  the
     duration of such agreements,  or  such lower rating as will not result
     in the downgrading or withdrawal of  the  rating  then assigned to the
     Certificates by any Rating Agency as evidenced in writing;

               (viii) units of taxable money market funds,  which funds are
     regulated investment companies, seek to maintain a constant  net asset
     value  per  share and invest solely in obligations backed by the  full
     faith  and  credit  of  the  United  States,  which  funds  have  been
     designated in  writing by the Rating Agencies as Permitted Investments
     with respect to this definition; and

               (ix)  if  previously  confirmed  in  writing  to  the  REMIC
     Trustee, any other  demand, money market or time deposit, or any other
     obligation, security  or  investment,  that  may  be acceptable to the
     Rating Agencies as a permitted investment of funds  backing securities
     having ratings equivalent to their initial rating of the Certificates;

PROVIDED,  HOWEVER,  that  no instrument or security shall be  a  Permitted
Investment if (y) such instrument  or security evidences a right to receive
only interest payments or (z) the right  to  receive principal and interest
payments derived from the underlying investment provide a yield to maturity
in  excess  of  120% of the yield to maturity at  par  of  such  underlying
investment.