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




                 DEED TO SECURE DEBT AND SECURITY AGREEMENT


                         MARSH COVE APARTMENTS LLC,


                                  GRANTOR


                                     TO


                         FIRST UNION NATIONAL BANK,


                                  GRANTEE


                         DATED: AS OF JUNE 24, 1999


                              County: Chatham
                              State of Georgia


                           FUNB Loan No. _______

<PAGE>
          THIS  DEED  TO SECURE DEBT AND SECURITY AGREEMENT (this "Security
Deed") is made as of the  24th  day of June, 1999, by Marsh Cove Apartments
LLC, a Georgia limited liability  company ("Grantor"), whose address is c/o
Dorrie E. Green, CFO, 624 Ellis Street, 2{nd} Floor, Augusta, Georgia 30901
in  favor  of FIRST UNION NATIONAL BANK,  a  national  banking  association
("Grantee"),  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,  GRANTOR  HEREBY  IRREVOCABLY
GRANTS,  BARGAINS,  SELLS,  CONVEYS,  TRANSFERS,  PLEDGES,  SETS  OVER  AND
ASSIGNS, AND  GRANTS  A  SECURITY  INTEREST, TO Grantee, ITS SUCCESSORS AND
ASSIGNS, with power of sale, in all  of  Grantor'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 11400 White Bluff
Road, County of Chatham, State of Georgia, 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  Grantor  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 Grantor  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 Grantor 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 Grantor;

          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 Grantee
pursuant to this Security Deed  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 Grantor 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 Grantor 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 Grantor.

          THIS CONVEYANCE IS INTENDED TO (I) OPERATE AND BE CONSTRUED  AS A
DEED  PASSING  TITLE  TO  THE  PROPERTY  TO GRANTEE AND IS MADE UNDER THOSE
PROVISIONS OF THE EXISTING LAWS OF THE STATE  OF  GEORGIA RELATING TO DEEDS
TO  SECURE  DEBT, AND NOT AS A MORTGAGE AND (II) TO CONSTITUTE  A  SECURITY
AGREEMENT PURSUANT  TO THE GEORGIA UNIFORM COMMERCIAL CODE, AND IS GIVEN TO
SECURE THE FOLLOWING:

          (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 Security Deed, made by Grantor to the order
of Grantee  in  the  original principal amount of Eight Million One Hundred
Sixty Thousand and 00/100 Dollars ($8,160,000.00) together with interest as
therein provided; which Note has a stated maturity date of July 1, 2009.

          (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
Security  Deed,  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 by Grantee 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 Grantor'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
Grantor  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  Grantor  to  Grantee, 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 Grantee, its successors and
assigns forever, for the purposes and uses herein set forth, in fee simple,
forever.

          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 Security Deed shall be satisfied and the  estate, right,
title and interest of Grantee in the Property shall cease, and upon payment
to  Grantee of all costs and expenses incurred for the preparation  of  the
release  hereinafter  referenced and all recording costs if allowed by law,
Grantee shall release this  Security  Deed  and  the  lien hereof by proper
instrument.

                                ARTICLE I
                           COVENANTS OF GRANTOR

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

          1.1 WARRANTIES  OF  GRANTOR.    Grantor,   for   itself  and  its
successors and assigns, does hereby represent, warrant and covenant  to and
with Grantee, its successors and assigns, that:

          (a) Grantor  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  Security  Deed  which  Grantee  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.   Grantor will preserve its
interest in and title to the Property and will forever  warrant  and defend
the same to Grantee 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 Security Deed and shall inure
to the benefit of and be  enforceable  by  Grantee  in  the  event  Grantee
acquires title to the Property pursuant to any foreclosure;

          (b) No  bankruptcy  or  insolvency  proceedings  are  pending  or
contemplated  by  Grantor  or,  to  the  best knowledge of Grantor, against
Grantor  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   Grantor's  knowledge,   all   reports,
certificates, affidavits, statements and  other  data  furnished  by  or on
behalf  of  Grantor to Grantee 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 Security
Deed,  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 Grantor 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 Grantor  or
any contract  or  agreement of any nature to which Grantor is a party or by
which Grantor or any  of  its  property  may be bound and do not violate or
contravene any law, order, decree, rule or  regulation  to which Grantor is
subject;

          (e) The  Real Estate and the Improvements, and the  intended  use
thereof by Grantor 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 Grantor 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 Grantee prior to the execution  and  delivery  of  this
Security  Deed are existing and have been fully approved by the appropriate
governmental authority;

          (i) To  the  best  of Grantor's knowledge, there are no judicial,
administrative,  mediation or arbitration  actions,  suits  or  proceedings
pending or threatened  against  or affecting Grantor, (and, if Grantor is a
partnership,  any  of  its general partners)  or  the  Property  which,  if
adversely  determined, would  materially  impair  either  the  Property  or
Grantor'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 Security Deed, the Property  is  free
from unrepaired damage caused by fire, flood, accident or other casualty;

          (l) As of  the  date  of  this Security Deed, 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  Grantor's
knowledge and belief, threatened or contemplated;

          (m) Grantor  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  Grantor'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) Grantor has delivered to Grantee  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 Grantor and, to the best of Grantor's knowledge and  belief,
is enforceable  against  any other party thereto.  To the best of Grantor'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 Grantor 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 Security
Deed other than Permitted Exceptions;

          (r) Grantor  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  Grantor to Grantee prior  to  the  date   hereof  and  (ii) the
security  agreements  and financing statements created in favor of Grantee;
and

          (t) The Property  forms  no  part  of any property owned, used or
claimed by Grantor as a residence or business  homestead  and is not exempt
from forced sale under the laws of the State of  Georgia.   Grantor  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  Grantor  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) Grantor  shall  take  all  action  necessary  to assure  that
Grantor'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 Grantee, Grantor shall provide Grantee with assurance acceptable
to Grantee of Grantor's Year 2000 compatibility.

          1.2 DEFENSE  OF TITLE.  If, while this Security Deed is in force,
the title to the Property  or  the interest of Grantee 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, Grantor, at Grantor's  expense,  shall  take  all
necessary and proper  steps  for  the  defense  of  said title or interest,
including the employment of counsel approved by Grantee, 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 Grantee determines that Grantor is not adequately performing its
obligations  under  this  Section, Grantee may, without limiting or waiving
any other rights or remedies  of  Grantee  hereunder, take such steps, with
respect thereto as Grantee shall deem necessary  or  proper and any and all
costs  and  expenses incurred by Grantee in connection therewith,  together
with interest thereon at the Default Interest Rate (as defined in the Note)
from the date  incurred by Grantee until actually paid by Grantor, shall be
immediately paid by Grantor on demand and shall be secured by this Security
Deed 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.  Grantor shall pay when due the
principal of and the interest on  the  indebtedness  evidenced by the Note.
Grantor shall also pay all charges, fees and other sums required to be paid
by  Grantor as provided in the Loan Documents, and shall  observe,  perform
and discharge  all  obligations,  covenants  and agreements to be observed,
performed  or  discharged by Grantor set forth in  the  Loan  Documents  in
accordance with  their terms.  Further, Grantor shall promptly and strictly
perform  and  comply   with  all  covenants,  conditions,  obligations  and
prohibitions required of  Grantor  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
Security Deed.

          1.4 INSURANCE.  Grantor shall, at Grantor's  expense, maintain in
force  and  effect  on the Property at all times while this  Security  Deed
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 Grantee's
election,  by  reference  to such indices,  appraisals  or  information  as
Grantee  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.  Grantor 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 Grantor 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
Grantee'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.  Grantee hereby
retains the right to periodically  review  the  amount  of  said  liability
insurance  being  maintained  by Grantor and to require an increase in  the
amount of said liability insurance  should  Grantee  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 Grantee.  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  Grantee'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 Grantee,
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 Grantee, 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 Grantor 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 Grantee 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 Grantee 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 Security Deed 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.

          Grantor shall, as of the date hereof, deliver to Grantee 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 Grantee.  Grantor shall
renew all such insurance  and  deliver to Grantee certificates and policies
evidencing  such  renewals  at least  thirty  (30)  days  before  any  such
insurance shall expire.  Grantor  further  agrees  that each such insurance
policy:   (i) shall provide for at least thirty (30)  days'  prior  written
notice to Grantee  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 Grantee 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 Grantee in accordance with the  terms  of such
policy  notwithstanding  any  act  or  negligence  of  Grantor  which might
otherwise  result  in  forfeiture of such insurance; (iii) shall waive  all
rights of subrogation against  Grantee;  (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, Grantor 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
Grantee's applicable insurance requirements  set forth in this Section 1.4.
The delivery to Grantee 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  Grantor
to Grantee as further security for the indebtedness secured hereby.  In the
event of foreclosure  of  this Security Deed, 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 Grantor  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 Grantee or
other transferee in the event of such other transfer of title.  Approval of
any insurance by Grantee  shall  not be a representation of the solvency of
any insurer or the sufficiency of  any  amount  of insurance.  In the event
Grantor  fails to provide, after five (5) days notice,  maintain,  keep  in
force or deliver  and furnish to Grantee the policies of insurance required
by this Security Deed  or  evidence  of  their  renewal as required herein,
Grantee  may,  but shall not be obligated to, procure  such  insurance  and
Grantor shall pay  all  amounts advanced by Grantee therefor, together with
interest thereon at the Default  Interest  Rate  from  and  after  the date
advanced by Grantee until actually repaid by Grantor, promptly upon  demand
by  Grantee.   Any  amounts  so advanced by Grantee, together with interest
thereon, shall be secured by this  Security  Deed  and  by all of the other
Loan Documents securing all or any part of the indebtedness secured hereby.
Grantee  shall  not  be  responsible  for nor incur any liability  for  the
insolvency of the insurer or other failure  of the insurer to perform, even
though Grntee has caused the insurance to be  placed with the insurer after
failure of Grantor to furnish such insurance.   Grantor  shall  not  obtain
insurance  for the Property in addition to that required by Grantee without
the  prior  written   consent   of  Grantee,  which  consent  will  not  be
unreasonably withheld provided that  (i) Grantee is a named insured on such
insurance, (ii) Grantee 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.  Grantor  shall  pay  or  cause to be paid,
except  to  the  extent  provision  is  actually made therefor pursuant  to
Section 1.6 of this Security Deed, all taxes  and  assessments which are or
may become a lien on the Property or which are assessed  against or imposed
upon  the  Property.   Grantor shall furnish Grantee 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, Grantor may in good faith, by  appropriate
proceedings and upon notice to Grantee, contest the validity, applicability
or amount of any asserted  tax or assessment so long as (a) such contest is
diligently pursued, (b) Grantee 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  Grantee
therein,  and  (c) prior to the earlier of the commencement of such contest
or the delinquency date of the asserted tax or assessment, Grantor deposits
in the Impound Account  (as  hereinafter  defined)  an amount determined by
Grantee 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 Grantor 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.  Grantor shall establish
and maintain at all times  while  this Security Deed continues in effect an
impound account (the "Impound Account")  with  Grantee  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, Grantor  shall deposit in the Impound Account an
amount determined by Grantee to be necessary  to  ensure that there will be
on deposit with Grantee an amount which, when added to the monthly payments
subsequently required to be deposited with Grantee  hereunder on account of
real estate taxes, assessments and insurance premiums, will result in there
being on deposit with Grantee 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,  Grantor  shall pay to Grantee, 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  Grantor  is  required  to maintain hereunder, each as estimated  and
determined by Grantee.  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 be held by Grante in the Impound Account to pay  said
taxes,   assessments   and   insurance  premiums  before  the  same  become
delinquent.  Grantor shall be  responsible  for  ensuring  the  receipt  by
Grantee,  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,  Grantee  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,  Grantee 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 Grantee's option and in Grantee's discretion, may either be held in
a separate account or be commingled by  Grantee  with  the general funds of
Grantee.  No interest on the funds contained in the Impound  Account  shall
be  paid  by  Grantee  to  Grantor.   The Impound Account is solely for the
protection  of  Grantee  and entails no responsibility  on  Grantee'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 Security Deed by Grantee, any funds in
the  Impound  Account  shall  be  turned  over  to  the  assignee  and  any
responsibility  of  Grantee,  as  assignor,   with  respect  thereto  shall
terminate.   If  th  total funds in the Impound Account  shall  exceed  the
amount of payments actually  applied  by  Grantee  for  the purposes of the
Impound  Account,  such  excess  may  be credited by Grantee on  subsequent
payments to be made hereunder or, at the  option  of  Grantee,  refunded to
Grantor.   If,  however,  the  Impound Account shall not contain sufficient
funds to pay the sums required when  the same shall become due and payable,
Grantor  shall,  within  ten  (10) days after  receipt  of  written  notice
thereof, deposit with Grantee the  full  amount of any such deficiency.  If
the Grantor shall fail to deposit with Grantee  the  full  amount  of  such
deficiency  as  provided  above, Grantee shall have the option, but not the
obligation, to make such deposit  and  all amounts so deposited by Grantee,
together with interest thereon at the Default  Interest  Rate from the date
incurred  by Grantee until actually paid by Grantor, shall  be  immediately
paid by Grantor on demand and shall be secured by this Security Deed 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 Security Deed,  Grantee  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 Grantee 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 Grantee may elect, the  balance of the Impound Account then
in Grantee's possession shall be paid over  to  Grantor  and no other party
shall have any right or claim thereto.

          1.7 PAYMENT RESERVE.

          (a) Contemporaneously  with  the  execution hereof,  Grantor  has
established with Grantee a reserve in the amount  equal  to two (2) regular
monthly  installments of principal, interest and all required  deposits  or
impounds  as  calculated  by  Grantee  (the  "Payment  Reserve").   Grantor
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 Grantee to Grantor.

          (b) For  so long as no Event of Default has occurred hereunder or
under any of the other  Loan  Documents, Grantee 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 Grantor 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 Grantor 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 Grantor.   Nothing
contained  herein,  including,  without limitation, the  existence  of  the
Payment Reserve, shall release Grantor  of  any obligation to make payments
under the Note, this Security Deed 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,
Grantor 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,
Grantor shall establish and maintain at all times  while this Security Deed
continues  in  effect  a  repair reserve (the "Replacement  Reserve")  with
Grantee for payment of certain  non-recurring  types  of costs and expenses
incurred  by  Grantor  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
Grantor  shall  pay  to  Grantee, 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 $3,916.67 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 Grantee 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, Grantee shall, to
the extent funds are available for such purpose in the Replacement Reserve,
disburse to Grantor the amount incurred  and  paid by Grantor in performing
such Repairs within ten (10) days following: (a)  the receipt by Grantee of
a written request from Grantor for disbursement from the

<PAGE>

Replacement Reserve and a certification by Grantor  in the form attached hereto
as  Exhibit B that the applicable item of Repair has been  completed,  (b)  the
delivery  to  Grantee of paid invoices, receipts or other evidence satisfactory
to Grantee verifying  the  cost  and payment of performing the Repairs; (c) for
disbursement requests in excess of  $10,000.00,  the  delivery  to  Grantee  of
affidavits,  lien  waivers or other evidence reasonably satisfactory to Grantee
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 Grantee of a certification  from
an inspecting  architect  or other third party acceptable to Grantee 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 Grantee 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 Grantor that no new certificate of occupancy is required;  and
(f)  the  receipt by Grantee of an administrative fee in the amount of $150.00.
Grantee 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, Grantee shall be entitled to rely on such request
from Grantor without any inquiry into  the accuracy, validity or contestability
of any such amount.  Grantee may, at Grantor's  expense,  make  or  cause to be
made during the term of this Security Deed an annual inspection at the Property
to determine the need, as determined by Grantee in its reasonable judgment, for
further  Repairs  of  the  Propert  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,  Grantee  shall  provide  Grantor  with  a  written
description of the required Repairs and Grantor shall complete such Repairs  to
the  reasonable  satisfaction  of  Grantee  within  ninety  (90) days after the
receipt of such description from Grantee, or such later date as may be approved
by Grantee 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  Grantee's  option  and  in  Grantee's  discretion, may
either  be  held  in  a separate account or be commingled by Grantee  with  the
general funds of Grantee.   Interest  on the funds contained in the Replacement
Reserve shall be credited to Grantor as  provided  in Section 4.31 hereof.  The
Replacement  Reserve is solely for the protection of  Grantee  and  entails  no
responsibility  on  Grantee'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, Grantor shall pay the amount of such deficiency.
Upon assignment  of this Security Deed by Grantee, any funds in the Replacement
Reserve shall be turned over to the assignee and any responsibility of Grantee,
as assignor, with  respect  thereto  shall  terminate.  If there is an Event of
Default under this Security Deed, Grantee 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 Grantee  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
idebtedness secured hereby in accordance with its terms or at such earlier time
as Grantee may elect, the balance of the Replacement Reserve then in
Grantee's possession shall be  paid over to Grantor and no other party shall
have any right or claim thereto.

          (b) As additional security for the payment and performance by Grantor
of  all duties, responsibilities and obligations under the Note and  the  other
Loan   Documents,  Grantor  hereby  unconditionally  and  irrevocably  assigns,
conveys,  pledges,  mortgages,  transfers,  delivers,  deposits,  sets over and
confirms unto Grantee, and hereby grants to Grantee 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.
Grantor hereby authorizes and consents to the account  into  which the Reserves
have  been  deposited  being held in Grantee's name or the name of  any  entity
servicing  the  Note for Grantee  and  hereby  acknowledges  and  agrees,  that
Grantee, or at Grantee's  election,  such servicing agent, shall have exclusive
control over said account.  Notice of  the  assignment  and  security  interest
granted  to  Grantee  herein  may  be  delivered  by Grantee at any time to the
financial institution wherein the Reserves have been  established, and Grantee,
or  such  servicing  entity, shall have possession of all  passbooks  or  other
evidences of such accounts.   Grantor  hereby  assumes  all  risk  of loss with
respect  to  amounts  on  deposit in the Reserves as long as such Reserves  are
deposited  into "Permitted Investments"  as  described  in  Exhibit  D  annexed
hereto.  Grantor  hereby  knowingly,  voluntarily and intentionally stipulates,
acknowledges and agrees that the advancement  of the funds from the Reserves as
set forth herein is at Grantor's direction and  is  not the exercise by Grantee
of any right of set-off or other remedy upon a Default  or an Event of Default.
Grantor  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  Grantee  may,  without  notice  or  demand on Grantor, 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 Grantor under the other Loan
Documents in such manner  or  as  Grantee  shall  deem  appropriate in its sole
discretion, and the excess, if any, shall be paid to Grantor,  (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.  Grantor shall give Grantee 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 Grantee.
Grantee may participate in any suits or proceedings  relating  to  any such
proceeds, causes of action, claims, compensation, awards or recoveries  and
Grantee  is  hereby  authorized,  in  its own name or in Grantor'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  Grantor  shall  from  time  to  time deliver to
Grantee  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.   Grantee 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.  Grantee 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 Grantee'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 Grantor of Grantee 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  Grantor, the full
amount of which shall at Grantee's option have been deposited with Grantee)
for  such  restoration  or repair (including, without limitation,  for  any
costs  and  expenses  of Grantee  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 Grantee 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, Grantor shall have delivered to Grantee,  at
Grantor's  sole cost and expense, an appraisal report in form and substance
satisfactory to Grantee 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 Grantee in its  determination  to  make  the  loan
secured hereby, and

          (7) Grantor so  elects  by  written  notice  delivered to Grantee
within  five  (5)  days  after  settlement  of  the aforesaid insurance  or
condemnation claim, then, Grantee 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
Grantor therefor, to  Grantor  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 Grantee of plans and
specifications, contractors and  form  of  construction  contracts  and the
furnishing  to  Grantee of permits, bonds, lien waivers, invoices, receipts
and affidavits from  contractors  and  subcontractors in form and substance
satisfactory to Grantee in its discretion, with any remainder being applied
by Grantee for payment of the indebtedness secured hereby in whatever order
Grantee 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  Grantor  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, Grantee shall
elect, in Grantee's absolute  discretion and without regard to the adequacy
of Grantee'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  Grantee  directs   in   its  absolute
discretion,   with   any   remainder   being   paid   to  Grantor,  or  (2)
notwithstanding that Grantor may have elected not to restore  or repair the
Property  pursuant  to  the provisions of Section 1.9(a)(7) above,  require
Grantor to restore or repair  the Property, to the extent that proceeds are
received by Grantor, 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 Grantor with Grantee, 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  Grantee's  costs  and expenses  to  be  incurred  in  connection
therewith, the prior approval  by  Grantee  of  plans  and  specifications,
contractors  and  form  of  construction  contracts  and the furnishing  to
Grantee of permits, bonds, lien waivers, invoices, receipts  and affidavits
from  contractors and subcontractors in form and substance satisfactory  to
Grantee in its discretion, and apply the remainder of such sums toward such
restoration and repair, with any balance thereafter remaining being applied
by Grantee for payment of the indebtedness secured hereby in whatever order
Grantee directs in its absolute dscretion.

Any reduction  in  the indebtedness secured hereby resulting from Grantee's
application of any sums  received  by  it  hereunder shall take effect only
when Grantee 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
Grantor shall not be  excused  in  the  payment  thereof.  Partial payments
received  by  Grantee,  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  Grantor elects or Grantee  directs  Grantor  to
restore or repair the Property  after  the  occurrence  of  a  casualty  or
partial  taking  of  the Property as provided above, Grantor shall promptly
and diligently, at Grantor'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  Grantor  shall  pay  to  Grantee  all  costs and
expenses  of Grantee incurred in administering said rebuilding, restoration
or repair,  provided the Grantee makes such proceeds or award available for
such purpose.  Grantor agrees to execute and deliver from time to time such
further instruments as may be requested by Grantee to confirm the foregoing
assignment to  Grantee of any award, damage, insurance proceeds, payment or
other  compensation.    Grantee   is  hereby  irrevocably  constituted  and
appointed the attorney-in-fact of Grantor (which power of attorney shall be
irrevocable  so long as any indebtedness  secured  hereby  is  outstanding,
shall be deemed  coupled  with  an interest, shall survive the voluntary or
involuntry  dissolution  of Grantor  and  shall  not  be  affected  by  any
disability  or  incapacity suffered  by  Grantor  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.  Grantor 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, Grantor 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 Grantee  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 Grantor shall  contest  any  such  claim  or  demand,  Grantor  shall
promptly  notify  Grantee  of  such  contest  and  thereafter  shall,  upon
Grantee's  request, promptly provide a bond, cash deposit or other security
satisfactory  to  Grantee to protect Grantee's interest and security should
the  contest  be  unsuccessful.   If  Grantor  shall  fail  to  immediately
discharge  or  provide  security  against  any  such  claim  or  demand  as
aforesaid, Grantee  may do so and any and all expenses incurred by Grantee,
together with interest  thereon  at the Default Interest Rate from the date
incurred by Grantee until actually  paid  by  Grantor, shall be immediately
paid by Grantor on demand and shall be secured by this Security Deed 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, Grantor hereby absolutely
and presently assigns to Grantee all existing and future Rents and Profits.
Grantor hereby grants to Grantee 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  Grantor  does  hereby
irrevocably  make, constitute and appoint Grantee 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 Grantor
and  shall  not  be  affected  by  any disability or incapacity suffered by
Grantor subsequent to the date hereof).  Grantee 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 Security Deed, Grantor  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, Grantor's  license  shall
automatically  terminate  without   notice   to  Grantor  and  Grantee  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,  Grantor shall be the agent of  Grantee  in
collection of the Rents and Profits  and  all  of  the Rents and Profits so
collected by Grantor shall be held in trust by Grantor  for  the  sole  and
exclusive benefit of Grantee and Grantor shall, within one (1) business day
after  receipt  of  any  Rents  and  Profits,  pay the ame to Grantee to be
applied by Grantee as hereinafter set forth.  Neither  the  demand  for  or
collection  of Rents and Profits by Grantee shall constitute any assumption
by  Grantee of  any  obligations  under  any  agreement  relating  thereto.
Grantee  is  obligated  to  account  only for such Rents and Profits as are
actually collected or received by Grantee.   Grantor irrevocably agrees and
consents that the respective payors of the Rents  and  Profits  shall, upon
demand and notice from Grantee of an Event of Default hereunder,  pay  said
Rents  and  Profits  to  Grantee  without liability to determine the actual
existence  of  any Event of Default claimed  by  Grantee.   Grantor  hereby
waives any right,  claim  or demand which Grantor may now or hereafter have
against any such payor by reason  of  such  payment of Rents and Profits to
Grantee, and any such payment shall discharge  such  payor's  obligation to
make such payment to Grantor.  All Rents and Profits collected  or received
by  Grantee 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 Grantee
directs  in  its sole subjective  discretion  and  without  regard  to  the
adequacy of its  security.   Neither  the exercise by Grantee 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.    Grantor  has  executed  an
Assignment  of  Leases  and  Rents  dated  of  even  date   herewith   (the
"Assignment")  in  favor  of  Grantee  covering all of the right, title and
interest of Grantor, as landlord, lessor or licensor, in and to any Leases.
All rights and remedies granted to Grantee under the Assignment shall be in
adition to and cumulative of all rights  and  remedies  granted  to Grantee
hereunder.

          1.12 LEASES AND LICENSES.

          (a) Prior to execution of any Leases of space in the Improvements
after the date hereof, Grantor shall submit to Grantee, for Grantee's prior
approval, which approval shall not be unreasonably withheld, a copy  of the
form Lease Grantor 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.   Grantor  shall also submit  to  Grantee  for
Grantee'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.  Grantor  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.  Grantor shall furnish  to  Grantee,
within ten (10) days  after a request by Grantee to do so, but in any event
by January 1 of each year,  a  current  Rent  Roll  certified by Grantor 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  Grantee, Grantor shall deliver to
Grantee a copy of each such Lease.  Grantor  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 withhold
payment or rent and, excet as otherwise expressly permitted by the terms of
Section 1.12 hereof, shall not further  assign  any  such Lease or any such
rents.  Grantor, at no cost or expense to Grantee, shall  enforce, short of
termination, the performance and observance of each and every condition and
covenant  of  each  of the parties under such Leases.  Grantor  shall  not,
without the prior written  consent  of  Grantee,  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.
Grantor  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 Grantee, that the Tenant will recognize as its landlord,
lessor  or licensor, as applicable, and attorn to any person succeeding  to
the interest  of Grantor upon any foreclosure of this Security Deed 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 Grantee 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 Grantee or
said successor-in-interest.

          (c) Upon  the  occurrence  of an  Event  of  Default  under  this
Security Deed, 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  Security  Deed,
forthwith, upon demand of Grantee, Grantor shall  surrender  to Grantee and
Grantee shall be entitled to take actual possession of the Property  or any
part  thereof  personally,  or  by  its agent or attorneys.  In such event,
Grantee shall have, and Grantor hereby  gives  and  grants  to Grantee, 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 Grantee may deem desirable
in its sole discretion, and Grantor 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 Grantor that in such event
Grantee shall  be deemed to be and shall be the attorney-in-fact of Grantor
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 Grantee in its  sole discretion and with like effect as
if such Leases had been made by Grantor  as  the owner in fee simple of the
Property  free  and clear of any conditions or limitations  established  by
this Security Deed.   The  power  and authority hereby given and granted by
Grantor to Grantee shall be deemed  to  be  coupled with an interest, shall
not be revocable by Grantor so long as any indebtedness  secured  hereby is
outstanding,  shall  survive  the  voluntary or involuntary dissolution  of
Grantor and shall not be affected by  any disability or incapacity suffered
by Grantor subsequent to the date hereof.   In  connection  with any action
taken by Grantee pursuant to this Section, Grantee shall not  be liable for
any  loss  sustained  by  Grantor  resulting  from  any failure to let  the
Property, or any part threof, or from any other act or  omission of Grantee
in  managing  the Property, nor shall Grantee 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.  Grantor  shall,  and  does
hereby, indemnify  Grantee for, and hold Grantee harmless from, any and all
claims, actions, demands, liabilities, loss or damage which may or might be
incurred by Grantee  under any such Lease or under this Security Deed or by
the exercise of rights  or  remedies  hereunder and from any and all claims
and demands whatsoever which may be asserted  against  Grantee 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 Grantee.
Should  Grantee  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
Grantee  until actually paid by  Grantor,  shall  be  immediately  due  and
payable to  Grantee by Grantor 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 Grantee 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 Grantee
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.  Grantor hereby  assents to, ratifies and confirms
any and all ations of Grantee with respect to the Property taken under this
Section.

          1.13 Alienation and Further Encumbrances.

           (a)  Grantor  acknowledges  that Grantee  has  relied  upon  the
principals of Grantor 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 Grantor 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 Grantee being  first  obtained,  which
consent  may  be withheld in Grantee's sole discretion, then the same shall
constitute an Event  of Default hereunder and Grantee 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
Grantor were prepaying the entire indebtedness  secured  hereby on the date
of such acceleration.  For the purposes of this Section: (i)  in  the event
either  Grantor  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 Grantor or any of
its general partners or of the beneficial  interest  of  such trust (or the
issuance of new shares of capital stock in Grantor 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  Grantor  or  any
general partner  or  managing  member  of  Grantor  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  Grantor  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 Grantor or in any  general partner or managing
member  of  Grantor  shall be freely transferable without  the  consent  of
Grantee, (ii) any involuntary  transfer  caused  by the death of Grantor or
any general partner, shareholder, joint venturer,  or beneficial owner of a
trust shall not be an Event of Default under this Security  Deed so long as
Grantor 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 Grantee and (iii) gifts for  estate  planning  purposes  of any
individual's  interests in Grantor or in any of Grantor'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 Security Deed so long as Grantor is reconstituted,  if
required, following  such gift and so long as those persons responsible for
the management of the  Property and Grantor remain unchanged following such
gift or any replacement management is approved by Grantee.

          (b) Notwithstanding  the  foregoing  provisions  of this Section,
Grantee 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)     Grantor gives Grantee 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 Grantee
all  such information concerning the proposed transferee  of  the  Property
(hereinafter,  "BUYER")  as  Grantee would require in evaluating an initial
extension of credit to a borrower  and  pays  to  Grantee  a non-refundable
application fee in the amount of $5,000.00. Grantee shall have the right to
approve or disapprove the proposed Buyer.  In determining whether  to  give
or  withhold its approval of the proposed Buyer, Grantee 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  Grantee'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 Grantee
determines   to   be  commercially  reasonable  in  Grantee's  commercially
reasonable  discretion  and,  if  given,  may  be  given  subject  to  such
conditions as Grantee may deem appropriate;

          (3)     Grantor  pays  Grantee,  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 Grantee 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 Grantee,  such  documents  and agreements as
Grantee shall reasonably require to evidence and effectuate said assumption
and delivers such legal opinions as Grantee may require;

          (5)     A party associated with the Buyer approved  by Grantee 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 Grantee, a new guaranty or
indemnity  agreement  in form and substance  satisfactory  to  Grantee  and
delivers such legal opinions as Grantee may require;

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

          (7)     Grantor delivers to Grantee, without any cost or  expense
to  Grantee,  such endorsements to Grantee's title insurance policy, hazard
insurance endorsements  or  certificates  and  other  similar  materials as
Grantee  may  deem  necessary  at  the  time  of the Sale, all in form  and
substance  satisfactory  to  Grantee,  including,  without  limitation,  an
endorsement  or endorsements to Grantee's title insurance  policy  insuring
the lien of this Security Deed, 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)     Grantor executes and delivers  to  Grantee,  without  any
cost  or expense to Grantee, a release of Grantee, 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 Grantee 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  Grantor  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 Grantor executes, without any  cost or expense to
Grantee, such documents and agreements as Grantee shall reasonably  require
to  evidence  and  effectuate  the ratification of said personal liability.
Grantor 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 Grantee, such documents
and  agreements  as  Grantee  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 Grantee shall require, shall
be single purpose, "bankruptcy  remote" entities, whose formation documents
shall  be  approved  by  counsel  to  Grantee.    The  one  (1)  individual
recommended by the Grantor shall serve as an 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)    Grantor delivers to Grantee  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.   Grantor
shall  pay  when  due all utility charges which are incurred by Grantor  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.  Grantee and the agents,
representatives and employees of Grantee  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
Grantor relating  to  the  Property.   Grantor shall lend assistance to all
such agents, representatives and employees of Grantee.

           1.16  WASTE;  ALTERATION  OF IMPROVEMENTS.   Grantor  shall  not
commit, suffer or permit any waste on  the  Property  nor  take any actions
that might invalidate any insurance carried on the Property.  Grantor 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 Grantee.  Without the prior written  consent  of
Grantee, Grantor 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 Grantee,
Grantor 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.
Grantor  shall  comply  with  and  make  all  payments  required  under the
provisions of any covenants, conditions or restrictions affecting the  Real
Estate  or  the  Improvements.   Grantor shall comply with all existing and
future  requirements of all governmental  authorities  having  jurisdiction
over the  Property.   Grantor  shall keep all licenses, permits, franchises
and other approvals necessary for  the  operation  of  the Property in full
force  and  effect.   Grantor  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, Grantor
shall not cause or permit such use to be discontinued or abandoned  without
the  prior  written  consent  of Grantee.  Further, without Grantee's prior
written consent, Grantor 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.  Grantor 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.  Grantee and its duly authorized representatives shall have the
right to examine, copy and audit Grantor's  records and books of account at
all reasonable times.  So long as this Security  Deed  continues in effect,
Grantor  shall  provide  to  Grantee,  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 Grantee as  being true and correct by Grantor 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 Grantee:

          (a) copies  of  all  tax  returns filed by Grantor, 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 Grantor, each principal or general  partner  in Grantor, 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, Grantor,
the principals  or  general  partners  in  Grantor, 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 Grantee,
within a reasonable time after the applicable request.

If any of the aforementioned materials are not furnished to Grantee  within
the applicable time periods or Grantee is dissatisfied with the contents of
any  of  the  foregoing,  in  addition  to any other rights and remedies of
Grantee  contained  herein,  Grantee 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
Grantee, in which event Grantor agrees to pay, or to reimburse Grantee 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) Grantor shall, on the request of
Grantee and at the expense  of  Grantor:   (a) promptly correct any defect,
error or omission which may be discovered in  the contents of this Security
Deed 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 Security  Deed 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 Grantee 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 Grantee, upon Grantee's  request,  a
duly acknowledged  written  statement and estoppel certificate addressed to
such party or parties as directed  by  Grantee  and  in  form and substance
supplied by Grantee, 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 Grantee may reasonably require.

          (b) Grantor  acknowledges  that  Grantee  and  its successors and
assigns  may  effectuate  a  Secondary  Market Transaction.  Grantor  shall
cooperate in good faith with Grantee 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  Grantor  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.   Grantor shall provide such information, and
documents relating to Grantor, any  guarantor  or  indemnitor, the Property
and  any tenants of the Improvements as Grantee may reasonably  request  in
connection  with  such  Secondary  Market  Transaction.  Grantor shall make
available to Grantee all information concerning its business and operations
that Grantee may reasonably request.  Grantee  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  Grantor  to  Grantee 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.  Grantee 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,  Grantor  and  Grantor  indemnifies Grantee 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.    Grantee  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 Security Deed, 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  Security
Deed, 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 GRANTEE.  Grantor 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  Grantor  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 Grantor defaults in any such payment, which default is
not cured within any applicable  grace  or cure period, Grantee may pay the
same and Grantor shall reimburse Grantee  on  demand for all such costs and
expenses incurred or paid by Grantee, together  with  such interest thereon
at  the Default Interest Rate from and after the date of  Grantee's  making
such  payment  until  reimbursement  thereof  by  Grantor.   Any  such sums
disbursed  by  Grantee,  together  with  such  interest  thereon,  shall be
additional indebtedness of Grantor secured by this Security Deed and by all
of  the  other  Loan Documents securing all or any part of the indebtedness
evidenced by the  Note.   Further, Grantor shall promptly notify Grantee 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 Grantee's security hereunder.  Without  limiting  or  waiving any
other rights and remedies of Grantee hereunder, if Grantor fails to perform
any  of its covenants or agreements contained in this Security Deed  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 Grantee's interest in the Property or Grantee's right to enforce its
security,  then  Grantee  may,  at  its  option, with or without  notie  to
Grantor, make any appearances, disburse any  sums  and  take any actions as
may  be necessary or desirable to protect or enforce the security  of  this
Security  Deed or to remedy the failure of Grantor to perform its covenants
and agreements (without, however, waiving any default of Grantor).  Grantor
agrees to pay  on  demand  all expenses of Grantee 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 Grantee incurs such expenses
until reimbursement thereof by Grantor.  Any such expenses  so  incurred by
Grantee,  together  with  interest  thereon  as  provided  above, shall  be
additional indebtedness of Grantor secured by this Security Deed 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 Grantee  in  its  discretion.
Grantee 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  Grantor  or  any  person  in possession holding under  Grantor.
Grantor hereby acknowledges and agrees  that the remedies set forth in this
Section 1.20 shall be exercisable by Grantee, and any and all payments made
or costs or expenses incurred by Grantee  in  connection therewith shall be
secured hereby and shall be, without demand, immediately  repaid by Grantor
with  interest  thereon  at the Default Interest Rate, notwithstanding  the
fact that such remedies were  exercised  and  such  payments made and costs
incurred by Grantee after the filing by Grantor of a  voluntary case or the
filing against Grantor 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 any 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 Grantor, Grantee,  any guarantor or indemnitor, the secured indebtedness
or any of the Loan Documents.  Grantor hereby indemnifies and holds Grantee
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  Grantee  to  incur  any
expenses, make any appearances or take any actions.

           1.21  SECURITY INTEREST.  This Security Deed is also intended to
encumber and create  a  security  interest in, and Grantor hereby grants to
Grantee a security interest in all sums on deposit with Grantee 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 Grantor's leasehold interest in any of the  foregoing  property which
is leased by Grantor.  Notwithstanding the foregoing, all of the  foregoing
property  shall  be owned by Grantor 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 Grantee.
Grantor shall,  from  time  to  time  upon  the  request of Grantee, supply
Grantee with a current inventory of all of the property in which Grantee is
granted  a  security  interest  hereunder, in such detail  as  Grantee  may
require.  Grantor shall promptly  replace  all of the Collateral subject to
the lien or security interest of this Security  Deed  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 Grantee, remove from the
Real Estate or the Improvements any of the Collateral subject  to  the lien
or security interest of this Security Deed except such as is replaced by an
article  of  equal suitability and value a above provided, owned by Grantor
free and clear of any lien or security interest except that created by this
Security Deed  and  the  other  Loan  Documents  and  except  as  otherwise
expressly  permitted  by  the  terms of Section 1.13 of this Security Deed.
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.    Grantor
shall not use any of the Collateral in violation of any applicable statute,
ordinance or insurance policy.

           1.22  SECURITY  AGREEMENT.   This  Security  Deed  constitutes a
security  agreement  between  Grantor  and  Grantee  with  respect  to  the
Collateral in which Grantee is granted a security interest hereunder,  and,
cumulative  of  all other rights and remedies of Grantee hereunder, Grantee
shall have all of  the  rights  and  remedies  of a secured party under any
applicable Uniform Commercial Code.  Grantor hereby  agrees  to execute and
deliver  on demand and hereby irrevocably constitutes and appoints  Grantee
the attorney-in-fact of Grantor 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 Grantee 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, Grantee 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  Grantor  shall  promptly deliver the same to Grantee,
endorsed to Grantee, without further notice  from  Grantee.  Grantor agrees
to  furnish  Grantee  with  notice  of  any change in the  name,  identity,
organizational  structure, residence, or principal  place  of  business  or
mailing address of  Grantor  within  ten (10) days of the effective date of
any such change.  Upon the occurrence  of  any  Event  of  Default, Grantee
shall have the rights and remedies as prescribed in this Security  Deed, or
as  prescribed  by  general law, or as prescribed by any applicable Uniform
Commercial  Code, all  at  Grantee's  election.   Any  disposition  of  the
Collateral may  be  conducted  by  an  employee  or  agent of Grantee.  Any
person, including both Grantor and Grantee, shall be eligible  to  purchase
any  part  or  all  of the Collateral at any such disposition.  xpenses  of
retaking, holding, preparing  for  sale,  selling  or  the like (including,
without limitation, Grantee's attorneys' fees and legal expenses), together
with interest thereon at the Default Interest Rate from  the  date incurred
by  Grantee  until  actually  paid by Grantor, shall be paid by Grantor  on
demand and shall be secured by  this  Security Deed and by all of the other
Loan Documents securing all or any part  of  the  indebtedness evidenced by
the Note.  Grantee 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
Grantor, upon demand of Grantee, shall assemble such  property  and make it
available to Grantee at the Real Estate, a place which is hereby  deemed to
be  reasonably  convenient  to  Grantee  and  Grantor.   Grantee shall give
Grantor 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 Grantor, 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 Grantor.  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 the rights and remedies available to Grantee pursuant  to
an applicable Uniform Commercial Code:

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

          (b) It shall not be necessary that Grantee 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) Grantee 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
Grantee, including the sending of notices and the conduct of  the sale, but
in the name and on behalf of Grantee.

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

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

          The name  and  address  of  Grantee  (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.  Grantor  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 Grantee.
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 Security Deed and may take immediate possession of the
Property free from,  and  despite  the  terms of, such grant of easement or
right-of-way.   If  Grantee  consents  to  the  grant  of  an  easement  or
right-of-way, Grantee agrees to grant such consent provided that Grantee is
paid  a standard review fee together with all  other  expenses,  including,
without  limitation,  attorneys' fees, incurred by Grantee in the review of
Grantor's  request  and in  the  preparation  of  documents  effecting  the
subordination.

          1.24 COMPLIANCE  WITH  LAWS.   Grantor  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,
Grantor may, upon providing Grantee  with security satisfactory to Grantee,
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.  Grantor 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,  conveyance or security interest thereon or
thereof, or imposing upon Grantee  the  payment of the whole or any part of
the taxes or assessments or charges of liens  herein required to be paid by
Grantor, or changing in any way the laws relating  to the taxation of deeds
of trust, security deeds, mortgages or security agreements or debts secured
by mortgages, security deeds, or security agreements or the interest of the
Grantee or secured party in the property covered thereby,  or the manner of
collection of such taxes, so as to adversely affect this Security  Deed  or
the  indebtedness  secured  hereby or Grantee, then, and in any such event,
Grantor, upon demand by Grantee, shall pay such taxes, assessments, charges
or liens, or reimburse Grantee  therefor; provided, however, that if in the
opinion of counsel for Grantee (a)  it might be unlawful to require Grantor
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, Grantee may elect,  by  notice  in  writing  given to
Grantor, 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
Security  Deed  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 Grantee to or for the benefit of Grantor from time to time
under this Security Deed or the other Loan  Documents  and  whether  or not
such  advances  are  obligatory  or  are  made at the option of Grantee, or
otherwise, made for any purpose, within twenty  (20)  years  from  the date
hereof, and all interest accruing thereon, shall be equally secured by this
Security  Deed  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 Security Deed.

          1.27 GRANTOR'S WAIVERS.   To  the  full  extent permitted by law,
Grantor agrees that Grantor 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.
Grantor, for Grantor  and Grantor'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  Grantor,
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, Grantor  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 decedents or oher matters whatever  to defeat,
reduce or affect the right of Grantee under the terms of this Security Deed
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
Grantee  under  the  terms of this Security Deed  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,  Grantor  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 Security  Deed  or  to  collect  any  of the
indebtedness  secured  hereby the fullest extent permitted by law.  Grantor
covenants  and  agrees  that  upon  the  commencement  of  a  voluntary  or
involuntary bankruptcy proceeding  by or against Grantor, Grantor 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 Grantee to enforce any rights of Grantee
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) GRANTOR,  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 SECURITY DEED 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
GRANTEE TO BRING  ANY  ACTION,  SUIT  OR  PROCEEDING  IN  ANY OTHER FORUM).
GRANTOR 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 GRANTOR 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) GRANTEE  AND  GRANTOR,  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  GRANTEE  OR  GRANTOR,  OR  ANY  OF THEIR DIRECTORS, OFFICERS,
PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS,  OR  ANY  OTHER  PERSONS
AFFILIATED WITH GRANTEE OR GRANTOR, IN EACH OF THE FOREGOING CASES, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.

           1.29  CONTRACTUAL STATUTE OF LIMITATIONS.  Grantor hereby agrees
that any claim or  cause  of  action  by Grantor against Grantee, or any of
Grantee'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 Grantee or by
Grantee's directors, officers, employees, agents, accountants or attorneys,
whether  sounding in contract or in tort  or  otherwise,  shall  be  barred
unless asserted  by  Grantor 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  Grantor  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  Grantee or any  other  person
authorized to accept service of process on behalf of Grantee, within thirty
(30) days thereafter.  Grantor 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 Grantee.  This provision shall survive any termination
of this Security Deed or any of the other Loan Documents.

          1.30 MANAGEMENT.  The management of  the  Property  shall  be  by
either:   (a)  Grantor  or  an  entity  affiliated with Grantor approved by
Grantee for so long as Grantor or said affiliated  entity  is  managing the
Property in a first class manner; or (b) a professional property management
company approved by Grantee.  Such management by an affiliated entity  or a
professional  property  management  company  shall be pursuant to a written
agreement approved by Grantee.  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 Grantee.  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,  Grantee  shall have
the  right to terminate, or to direct Grantor to terminate, such management
contract  upon thirty (30) days' notice and to retain, or to direct Grantor
to retain,  a  new  management  agent  approved  by Grantee.  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 Grantor's liabilities and obligations  with  respect  to  this
Security Deed  and  the  other  Loan  Documents,  and none of the Rents and
Profits  generated  by or derived from the Property shall  be  diverted  by
Grantor 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  Grantor  to Grantee, Grantor hereby represents  and
warrants  to Grantee that, as of the  date  hereof:  (i)  to  the  best  of
Grantor'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 5101  ET  SEQ.),  the  Georgia  Hazardous  Waste
Management Act, as amended, O.C.G.A.  section  12-8-60 ET SEQ., the Georgia
Oil or Hazardous Materials  Spills  or  Releases  Act, as amended, O.C.G.A.
 section  12-14-1 ET SEQ., the Georgia Comprehensive Solid Waste Management
Act, as amended, O.C.G.A.  section  12-8-20 ET SEQ.,  the  Georgia Asbestos
Safety  Act,  as amended, O.C.G.A.  section  12-12-1 ET SEQ.,  the  Georgia
Underground Storage  Tank  Act,  as  amended, O.C.G.A.  section  12-13-1 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  Grantor 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) Grantor has received  no  notice
of, and to the  best  of  Grantor'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 Grantor know of
any basis for such a claim; and (vi) Grantor has received no notice of and,
to the best of Grantor'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 Grantor know of any basis for such a claim.

          (b) Grantor shall keep or cause the Property to be kept free from
Hazardous Substances  (except  those  substances  used  by  Grantor  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
Security  Deed,  shall  not install in the Improvements  or  permit  to  be
installed  in  the  Improvements   asbestos  or  any  substance  containing
asbestos.

          (c) Grantor shall promptly notify Grantee if Grantor shall become
aware of the possible existence of any Hazardous Substances on the Property
or if Grantor 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, Grantor shall deliver to Grantee 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.  Grantor shall, promptly
and when and as required by applicable  Environmental  Laws,  at  Grantor'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 Grantee),
and shall further pay or cause to be paid, at  no  expense  to Grantee, all
clean-up,  administrative and enforcement costs of applicable  governmental
agencies which  may be asserted against the Property.  In the event Grantor
fails to do so, Grantee  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  Grantee  in connection
therewith, together with interest thereon at the Default Interest Rate from
the  date  incurred  by  Grantee  until actually paid by Grantor, shall  be
immediately paid by Grantor on demand and shall be secured by this Security
Deed and by all of the other Loan Documents securing all or any part of the
indebtedness evidenced by the Note.   Grantor  hereby grants to Grantee and
its agents and employees access to the Property and a license to remove any
items deemed by Grantee to be Hazardous Substances  and  to  do  all things
Grantee  shall  deem  necessary  to bring the Property in conformance  with
Environmental Laws.  Grantor covenants  and  agrees, at Grantor's sole cost
and expense, to indemnify, defend (at trial and  appellate levels, and with
attorneys, consultants and experts acceptable to Grantee), and hold Grantee
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  Grantee  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 Grantor; (ii) the violation of any
Environmental Laws relating to or affecting  the  Property,  whether or not
caused by or within the control of Grantor; (iii) the faiure by  Grantor 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 Property 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).  Grantee'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 Grantee
under this Security Deed, the Note and the other Loan Documents.



          (d) Upon  Grantee's request, at any time after the occurrence  of
an  Event of Default hereunder  or  at  such  other  time  as  Grantee  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,  Grantor  shall
provide, at Grantor'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  Grantee  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  Grantee  indicating  the  presence  or  absence of friable asbestos  or
substances  containing  asbestos  on the Property.   If  Grantor  fails  to
provide  such  inspection  or audit within  thirty  (30)  days  after  such
request, Grantee may order the  same,  and Grantor hereby grants to Grantee
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 Grantee until actually  paid  by  Grantor, shall be immediately
due and payable to Grantee by Grantor 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 Grantor, Merry  Land
Properties,  Inc.  and  Grantee (the "Hazardous Indemnity Agreement").  The
provisions of this Security  Deed  and  the  Hazardous  Indemnity Agreement
shall be read together to maximize the coverage with respect to the subject
matter thereof, as determined by Grantee.

          (f) If,  prior  to  the date hereof, it was determined  that  the
Property contains Lead Based Paint,  Grantor  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,  Grantor 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 Grantee.

          (g) Grantor 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, Grantor 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 Grantee (together  with  any  Lead Based
Paint Report, the "O&M Plan").  (If an O&M Plan has been prepared  prior to
the date hereof, Grantor 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) Grantor  shall  indemnify,  defend  and hold Grantee 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 Grantee'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  Grantee  in  connection  with  the  secured
indebtedness, this Security Deed, the Property, or any part thereof, or the
exercise by Grantee of any rights  or  remedies  granted  to  it under this
Security Deed; provided, however, that nothing herein shall be construed to
obligate  Grantor to indemnify, defend and hold harmless Grantee  from  and
against any  and  all liabilities, obligations, losses, damages, penalties,
claims, actions, suits,  costs  and expenses enacted against, imposed on or
incurred by Grantee by reason of  Grantee's  willful  misconduct  or  gross
negligence.

          (b) If Grantee is made a party defendant to any litigation or any
claim  is  threatened  or  brought  against  Grantee concerning the secured
indebtedness, this Security Deed, the Property, or any part thereof, or any
interest therein, or the construction, maintenance,  operation or occupancy
or  use  thereof,  then  Grantor shall indemnify, defend and  hold  Grantee
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  Grantee in any
such  litigation or claim, whether or not any such litigation or  claim  is
prosecuted  to judgment.  If Grantee commences an action against Grantor to
enforce any of  the  terms  hereof or to prosecute any breach by Grantor of
any of the terms hereof or to recover any sum secured hereby, Grantor shall
pay to Grantee 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 Grantor breaches any  term of this Security Deed, Grantee 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 Grantor, Grantor
shall  pay  Grantee  reasonable  attorneys' fees (together with  reasonable
appellate counsel fees, if any) and  expenses  incurred by Grantee, whether
or not an action is actually commenced against Grantor  by  reason  of such
breach.  All references to "attorneys" in this Subsection and elsewhere  in
this  Security  Deed  shall  include without limitation any attorney or law
firm engaged by Grantee and Grantee's  in-house counsel, and all references
to "fees and expenses" in this Subsection  and  elsewhere  in this Security
Deed shall include without limitation any reasonable fees of  such attorney
o  law  firm  and  any allocation charges and allocation costs of Grantee's
in-house counsel.

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

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

          (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
Grantor'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 Grantor or any Affiliate of the general partner, principal or member of
the Grantor 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  incorporation,  partnership  certificate,
partnership agreement,  articles  of  incorporation or bylaws in a manner which
adversely affects the Grantor'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 Grantor 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 Grantor is a separate legal
entity and the Grantor's assets and  liabilities  are  neither available to
pay the debt of the consolidated entity nor constitute obligations  of  the
consolidated  entity and that the consolidated entity is not liable for any
of the liabilities  of the Grantor 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 Grantor);

          (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 Grantor;

          (q) will not commingle the funds and other assets of Grantor 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 Grantor;

          (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  Grantor's  assets  other  than in
Grantor'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  Grantor
or a substantial part of Grantor'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  are hereinafter the "Manager") of
Grantor  with  all of the rights, powers, obligations  and  liabilities  of
managing member under the operating agreement of Grantor 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
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  Grantee  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 Grantor;

          (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 Grantee or any successor to Grantee in
connection with any extension of credit  by  Grantee  or  any  successor to
Grantee   to   Grantor   (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 Grantor or
any Affiliate other than Grantor, nor  shall  the  Manager  make  any loan,
except as permitted in the applicable Operating Agreement of Grantor;

          (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 Director.

          "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,
Grantor or any  of  its  shareholders,  subsidiaries  or affiliates, (ii) a
customer   of,  or  supplier  to,  Grantor  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  Grantor.   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.

          1.35 Intentionally deleted prior to Execution.

                                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) Grantor fails to punctually  perform any covenant, agreement,
obligation, term or condition under the Note,  this  Security  Deed  or any
other  Loan Document which requires payment of any money to Grantee 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) Grantor 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) Grantor  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  Grantee  to  Grantor;
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 Grantor commences to  cure such default promptly after receipt
of notice thereof from Grantee, 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 Grantee by
Grantor, by any principal or  general partner, manager or member in Grantor
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,  Grantor  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) Grantor, any managing member or general partner in Grantor 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  Grantor,  for any such managing
member  or  general  partner  of  Grantor  or  for  any such indemnitor  or
guarantor or for a substantial part of the assets of  Grantor,  of any such
managing member or general partner of Grantor 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 Grantor,  against  any  managing  member  or  general
partner  of  Grantor  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 Grantor,  against any managing member or general partner
of Grantor 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  Grantor,  of  any  such  managing member or general partner of
Grantor  or  of  any  such indemnitor or guarantor,  a  receiver,  trustee,
custodian or similar officer  for  Grantor, for any such managing member or
general partner of Grantor or for any  such indemnitor or guarantor, or for
any  substantial part of any of the properties  of  Grantor,  of  any  such
principal,  managing  member  or  general partner of Grantor 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 Grantor.

          (j) Grantor 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 Grantee to the existence or  creation  of
any such lien  or  security  interest),  whether superior or subordinate to
this Security Deed 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 Grantee
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 Grantor, any of its principals  or
any general partner or any managing member.

          (n) Managing  Member  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 Security Deed, then this Security Deed is subject to foreclosure
as  provided by law and Grantee 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  Grantor),
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 Grantor 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 Grantee'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 Grantee
therefor, together  with  interest  thereon  at  the Default Interest Rate,
shall be immediately due and payable to Grantee by  Grantor  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  Grantor  and  without  regard to the
adequacy  of  the  Property  for the repayment of the indebtedness  secured
hereby or the solvency of Grantor  or  any person or persons liable for the
payment  of  the  indebtedness  secured hereby,  and  Grantor  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 Grantee,  but  nothing  herein  is  to  be construed to deprive
Grantee of any other right, remedy or privilege Grantee  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 Grantee 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  Grantee,
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 Security Deed or deed in lieu of foreclosure.

          (e) FORECLOSURE.   Immediately  commence  an  action to foreclose
this Security Deed 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 Grantee.

                     (1)  Should  Grantee  have  elected  to accelerate the
               indebtedness    secured   hereby,   Grantee   may   initiate
               foreclosure of the  Property  by effectuating a non-judicial
               foreclosure sale.  Grantee shall  then  sell,  or  offer for
               sale,  the  Property  at public sale in accordance with  the
               laws of the State of Georgia  then  in  force  and governing
               said  sales  of real property and improvements under  powers
               conferred by security deeds.  Each such sale shall be at the
               time,  place  and  in  the  manner  prescribed  for  holding
               sheriff's sales  of  property  of  like  kind, in the County
               where  the  Property, or a part thereof, is  located,  after
               advertising said  sale  once in each of the four consecutive
               weeks (without regard to  the  number  of  days) immediately
               preceding the sale in the newspaper in which  are advertised
               sales by the sheriff of said County, all other  notice being
               hereby  waived  by Grantor.  Grantor hereby constitutes  and
               appoints Grantee  the  agent and attorney-in-fact of Grantor
               to conduct such sale and to execute in the name of Grantor a
               deed or deeds of conveyance  to the purchaser or purchasers,
               which deed or deeds shall contain  full  warranties of title
               in the name of Grantor and shall recite default  in payment,
               advertisement  and sale, which shall be conclusive  evidence
               thereof, and shall  convey  to  the  purchaser or purchasers
               good and sufficient titles to the Property sold; and Grantee
               is  authorized  to  be a bidder and purchaser  at  all  such
               sales.   Any Grantee  purchasing at any such sale shall have
               the right to credit the  secured  indebtedness owing to such
               Grantee upon the amount of its bid  entered  at such sale to
               the  extent  necessary  to satisfy such bid.  Grantor  binds
               himself to warrant and forever  defend  the  title  of  such
               purchaser  or  purchasers  when  so made by the Grantee, and
               agrees to accept proceeds of said  sale,  if  any, which are
               payable  to  Grantor as provided herein.  All acts  of  said
               Grantee  as  attorney-in-fact   are   hereby   ratified  and
               confirmed.  The power of sale referred to above  and  agency
               hereby   granted  are  coupled  with  an  interest  and  are
               irrevocable by death or otherwise, are granted as cumulative
               of the remedies  provided hereby, and shall not be exhausted
               by the exercise thereof,  but  may  be  exercised until full
               payment of the indebtedness secured hereby.

                    (2)  Should Grantee have not elected  to accelerate the
               indebtedness secured hereby, Grantee may nonetheless proceed
               with  foreclosure  in  satisfaction of such default,  either
               through the courts or by  conducting  a sale as hereinbefore
               provided,  but  without  declaring  the entire  indebtedness
               secured by this Security Deed due, and provided that if said
               sale is made because of such default,  such sale may be made
               subject  to the unmatured part of the secured  indebtedness.
               Such sale,  if  so  made, shall not in any manner affect the
               unmatured part of the  debt  secured  by this Security Deed,
               but  as  to  such unmatured part, this Security  Deed  shall
               remain in full  force  as  though  no  sale  had  been made.
               Several  sales  may be made without exhausting the right  of
               sale with respect  to  any  unmatured  part  of  the secured
               indebtedness,  it  being  the  purpose and intent hereof  to
               provide for a foreclosure and the  sale  of the Property for
               any  matured  portion  of said secured indebtedness  without
               exhausting the power of foreclosure.

                    (3) In the event foreclosure proceedings are instituted
               by  Grantee,  all expenses  incident  to  such  proceedings,
               including, but not limited to, attorneys' and trustee's fees
               and costs, shall  be  paid  by  Grantor  and secured by this
               Security  Deed  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  Security  Deed,  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' and trustee's  fees  and  any other amounts
               due and unpaid to Grantee under the Loan Documents,  may  be
               bid by Grantee in the event of a foreclosure sale hereunder.

          (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 Security  Deed shall be applied to
the extent funds are so available to the following items  in  such order as
Grantee 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  Grantee'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 Grantee 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 Security Deed, 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  Grantee
chooses in its sole discretion.

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

          3.3 RIGHT AND AUTHORITY OF RECEIVER OR GRANTEE  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  Grantee's  or  the  receiver's  sole  discretion,  all at
Grantor's  expense,  Grantee  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 Grantor 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
Grantee  may  in its sole discretion deem appropriate or desirable to place
the Property in  such condition as will, in Grantee'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 Grantee 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  Grantee  may in its sole discretion deem
appropriate or desirable to implement and effectuate  the rights and powers
herein granted; (j) execute an deliver, in the name of Grantee as attorney-
in-fact and agent of Grantor or in its own name as Grantee,  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 Grantee
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 Grantor or Grantee; (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 Grantee by  this  Security
Deed; and (r) do any  acts  which  Grantee  in  its  sole  discretion deems
appropriate  or  desirable  to  protect  the security hereof and  use  such
measures, legal or equitable, as Grantee may  in  its  sole discretion deem
appropriate or desirable to implement and effectuate the provisions of this
Security Deed.  This Security Deed 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 Grantor or Grantee, at
the request of Grantee, to pay all amounts owing under any Lease, contract,
concession, license or  other  agreement  to  Grantee  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 Grantor in so doing) any  request, notice or demand by Grantee
for the payment to Grantee 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  under  any
such Lese, contract, concession, license or other agreement, and shall have
no  right  or  duty  to  inquire  whether  any  Event of Default under this
Security  Deed  or  under  any  of  the other Loan Documents  has  actually
occurred  or is then existing.  Grantor  hereby  constitutes  and  appoints
Grantee, its  assignees, successors, transferees and nominees, as Grantor's
true and lawful attorney-in-fact and agent, with full power of substitution
in the Property,  in  Grantor'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 Grantee
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 Grantee until actually paid by Grantor, shall be  a  demand
obligation owing  by  Grantor  to  Grantee  and  shall  be  secured by this
Security   Deed   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, Grantor or
Grantor's  representatives,  successors  or assigns, or any  other  persons
claiming any interest in the Property by,  through or under Grantor (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 Grantee 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.  Grantee 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 Grantor included in the Property to pay Grantee directly.  Grantor shall
at any time or from time to time upon the request  of  Grantee  provide  to
Grantee  a  current list of all such account debtors and obligors and their
addresses.

          3.6 CUMULATIVE REMEDIES.  All remedies contained in this Security
Deed are cumulative and Grantee 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 Grantee and may be exercised in any order  and  as  often  as
occasion therefor  shall arise.  No act of Grantee shall be construed as an
election to proceed  under  any particular provisions of this Security Deed
to the exclusion of any other  provision  of  this  Security  Deed or as an
election of remedies to the exclusion of any other remedy which may then or
thereafter  be  available  to  Grantee.  No delay or failure by Grantee  to
exercise any right or remedy under this Security Deed shall be construed to
be a waiver of that right or remedy  or  of any Event of Default hereunder.
Grantee 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.   Grantor  shall  pay on demand all of
Grantee's  expenses incurred in any efforts to enforce any  terms  of  this
Security Deed,  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  Grantee  until
actually paid by  Grantor  at the Default Interest Rate, and the same shall
be secured by this Security  Deed  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 Security Deed.

          4.2 RELEASE OF SECURITY DEED.  If all of the secured indebtedness
be paid, then and in that event only, all rights  under  this Security Deed
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  Grantee  in  due  form at Grantor's cost.  No release of this
Security Deed or the lien hereof shall be valid unless executed by Grantee.

          4.3 CERTAIN  RIGHTS  OF  GRANTEE.   Without  affecting  Grantor's
liability  for  the  payment of any of  the  indebtedness  secured  hereby,
Grantee may from time  to  time  and without notice to Grantor: (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 Security
Deed or any agreement subordinating the lien hereof.

          4.4 WAIVER OF GRANTOR'S  RIGHTS.   BY  EXECUTION OF THIS SECURITY
DEED  AND  BY  INITIALING  THIS  PARAGRAPH  4.4,  GRANTOR  EXPRESSLY:   (A)
ACKNOWLEDGES THE RIGHT OF GRANTEE TO ACCELERATE THE  INDEBTEDNESS EVIDENCED
BY THE NOTE AND ANY OTHER INDEBTEDNESS SECURED BY THIS  SECURITY  DEED  AND
THE  POWER  OF  ATTORNEY  GIVEN  HEREIN  TO GRANTEE TO SELL THE PROPERTY BY
NONJUDICIAL FORECLOSURE UPON AN EVENT OF DEFAULT  BY  GRANTOR  WITHOUT  ANY
JUDICIAL  HEARING AND WITHOUT ANY NOTICE OTHER THAN SUCH NOTICE (IF ANY) AS
IS SPECIFICALLY  REQUIRED TO BE GIVEN UNDER THE PROVISIONS OF THIS SECURITY
DEED; (B)  WAIVES  ANY  AND  ALL  RIGHTS  WHICH  GRANTOR MAY HAVE UNDER THE
CONSTITUTION   OF   THE  UNITED  STATES  OF  AMERICA  (INCLUDING,   WITHOUT
LIMITATION, THE FIFTH  AND  FOURTEENTH  AMENDMENTS  THEREOF),  THE  VARIOUS
PROVISIONS OF THE CONSTITUTIONS FOR THE SEVERAL STATES, OR BY REASON OF ANY
OTHER  APPLICABLE  LAW, (1) TO NOTICE AND TO JUDICIAL HEARING PRIOR TO  THE
EXERCISE BY GRANTEE  OF  ANY  RIGHT  OR  REMEDY HEREIN PROVIDED TO GRANTEE,
EXCEPT SUCH NOTICE (IF ANY) AS IS SPECIFICALLY  REQUIRED  TO BE GIVEN UNDER
THE  PROVISIONS  OF THIS SECURITY DEED AND (2) CONCERNING THE  APPLICATION,
RIGHTS  OR BENEFITS  OF  ANY  STATUTE  OF  LIMITATION  OR  ANY  MORATORIUM,
REINSTATEMENT,  MARSHALLING,  FORBEARANCE,  APPRAISEMENT,  VALUATION, STAY,
EXTENSION,  HOMESTEAD, EXEMPTION OR REDEMPTION LAWS; (C) ACKNOWLEDGES  THAT
GRANTOR HAS READ  THIS  SECURITY  DEED AND ANY AND ALL QUESTIONS OF GRANTOR
REGARDING THE LEGAL EFFECT OF THIS  SECURITY  DEED  AND ITS PROVISIONS HAVE
BEEN EXPLAINED FULLY TO GRANTOR, AND GRANTOR HAS CONSULTED  WITH COUNSEL OF
GRANTOR'S CHOICE PRIOR TO EXECUTING THIS SECURITY DEED AND INITIALING  THIS
PARAGRAPH  4.4;  AND  (D)  ACKNOWLEDGES  THAT  ALL WAIVERS OF THE AFORESAID
RIGHTS OF GRANTOR HAVE BEEN MADE KNOWINGLY, INTENTIONALLY  AND WILLINGLY BY
GRANTOR AS PART OF A BARGAINED FOR LOAN TRANSACTION AND THAT  THIS SECURITY
DEED IS VALID AND ENFORCEABLE BY GRANTEE AGAINST GRANTOR IN ACCORDANCE WITH
ALL THE TERMS AND CONDITIONS HEREOF.

                           INITIALED BY GRANTOR:

                              ______________
          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 Security Deed or at such
other address as  may  be designated by such party as herein provided.  All
notices, demands and requests  to  be sent to Grantee 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
three (3) 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  Grantor  and  the
successors and assigns of Grantor,  including all successors in interest of
Grantor in and to all or any part of  the  Property, and shall inure to the
benefit of Grantee, 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 Security Deed to
Grantor or Grantee shall be deemed to include  all such parties' successors
and  assigns, and the term "Grantee" 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 Grantor consists of more
than  one person or entity, each will be jointly and  severally  liable  to
perform the obligations of Grantor.

          4.7 SEVERABILITY.   A  determination  that  any provision of this
Security   Deed   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 Security Deed 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 Security Deed, 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.  Grantee may waive any
single  Event  of Default by Grantor hereunder without  waiving  any  other
prior or subsequent  Event  of  Default.   Grantee  may remedy any Event of
Default by Grantor hereunder without waiving the Event of Default remedied.
Neither  the failure by Grantee to exercise, nor the delay  by  Grantee  in
exercising, any right, power or remedy upon any Event of Default by Grantor
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  Grantee  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  Grantor
therefrom shall in  any  event  be  effective  unless  the same shall be in
writing  and  signed by Grantee, 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  Grantor  in  any case shall of itself entitle
Grantor  to  any  other or further notice or demand  in  similar  or  other
circumstances.  Acceptance by Grantee 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  Grantee  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, Grantee shall have the unqualified right to do so and,
in such  an  event,  Grantor  and Grantee 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 Grantee shall continue as if the same ad never been invoked.

           4.10  SECTION  HEADINGS.   The  headings  of  the  sections  and
paragraphs of this Security Deed 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 Security Deed  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 Georgia are authorized by law to be closed.

           4.13  RELATIONSHIP  OF  THE  PARTIES.  The relationship  between
Grantor and Grantee 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 Grantee at Grantor's
request and Grantee 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 Security Deed 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 Security Deed.

          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
Grantee 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  Security Deed and the lien hereof do not merge  in  fee
simple title to the Property.   It  is  hereby  understood  and agreed that
should  Grantee  acquire  any  additional or other interests in or  to  the
Property  or the ownership thereof,  then,  unless  a  contrary  intent  is
manifested  by  Grantee  as  evidenced  by  an  appropriate  document  duly
recorded,  this  Security  Deed and the lien hereof shall not merge in such
other or additional interests  in  or  to the Property, toward the end that
this Security Deed 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  upon
the Property  or  any  interest  therein  shall be subject to the rights of
Grantee to amend, modify, increase, vary, alter or supplement this Security
Deed,  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 Security Deed losing its priority  over  the rights of any such junior
lien.

           4.22  GRANTEE MAY FILE PROOFS OF CLAIM.   In  the  case  of  any
receivership,   insolvency,    bankruptcy,   reorganization,   arrangement,
adjustment,  composition or other  proceedings  affecting  Grantor  or  the
principals or general partners in Grantor, or their respective creditors or
property, Grantee,  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  Grantee  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 Grantor hereunder after such date.

          4.23 FIXTURE FILING.  This  Security Deed 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 Grantor
after the date of this Security Deed which by  the  terms  of this Security
Deed shall be subject to the lien and the security interest created hereby,
shall  immediately  upon  the  acquisition  thereof by Grantor and  without
further mortgage, conveyance or assignment become  subject  to the lien and
security  interest  created  by this Security Deed.  Nevertheless,  Grantor
shall execute, acknowledge, deliver and record or file, as appropriate, all
and   every  such  further  mortgages,   security   agreements,   financing
statements,  assignments  and  assurances,  as  Grantee  shall  require for
accomplishing the purposes of this Security Deed.

           4.25  NO  REPRESENTATION.   By  accepting  delivery  of any item
required  to be observed, performed or fulfilled or to be given to  Grantee
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, Grantee 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 Grantee.

           4.26  COUNTERPARTS.   This  Security Deed 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
Security Deed may be detached  from  any  counterpart of this Security Deed
without impairing the legal effect of any signatures  thereon  and  may  be
attached  to  another  counterpart  of this Security Deed 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 Security Deed, the liability of  Grantor 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.  Grantor 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  Grantee  shall  reasonably  request,  and  will  pay on demand all such
recording,  filing,  re-recording  and  re-filing  taxes,  fees  and  other
charges.  Grantor shall reimburse Grantee, 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 Security Deed 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 Security Deed 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 Security Deed and
of all agreements between Grantor and  Grantee,  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  Grantee  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  Grantor  and  Grantee 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, Grantee 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 Grantee be paid
over  to  Grantor,  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 Grantee 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
Grantor and Grantee.

          4.31 INTEREST PAYABLE BY GRANTEE.  Grantee shall  cause  funds in
the Replacement Reserve to be deposited into an interest bearing account of
the  type customarily maintained by Grantee 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
Grantor.   All  interest  earned  on amounts contributed to the Replacement
Reserve shall be retained by Grantee  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.  Grantee  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 Grantee herein shall refer  to and include, without limitation, any such
servicer, to the extent applicable.

          4.33 ATTORNEYS' FEES.   Notwithstanding  anything to the contrary
contained in this Security Deed, in the event Grantor  has an obligation to
pay attorneys' fees or legal fees under this Security Deed  or  any  of the
other  Loan  Documents,  such  obligation  shall  be  in an amount equal to
reasonable attorneys' fees actually incurred.

          4.34 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 Security Deed and shall, in
the event of any conflict  between such further stipulations and any of the
other provisions of this Security Deed, be deemed to control.

<PAGE>

          IN WITNESS WHEREOF, Grantor has executed this Security Deed as of
the day and year first above written.


Signed, sealed and delivered                   MARSH COVE APARTMENTS LLC
in the presence of                             By:  ML Apartments I, Inc.,
                                                    its managing member

_______________________________
UNOFFICIAL WITNESS                                       /s/
                                                    By:  _____________________
                                                         Name:
                                                         Title:
_______________________________
NOTARY PUBLIC

My Commission Expires:



_______________________________

[SEAL]

Consented and Agreed to            Signed, sealed and delivered
as to the provisions of            in the presence of
Section 1.34

ML Apartments I, Inc.,
a Georgia corporation
                                   _________________________________
                                   UNOFFICIAL WITNESS

By: ________________________
   Name:                           _________________________________
   Title:                          NOTARY PUBLIC

                                   My Commission Expires:

                                   _________________________________

                                   [SEAL]

<PAGE>

                                 EXHIBIT A

                           PROPERTY DESCRIPTION

<PAGE>

                                 EXHIBIT B

                           GRANTOR'S CERTIFICATE

          The  undersigned  is  the  _____________ of ________, the general
partner of _________________ (the "Grantor") 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 "Grantee") to advance
the aggregate sum of $__________________  (the  "Disbursement")  [from  the
Replacement  Reserve  or  Repair  and  Remediation Reserve or Environmental
Reserve] to the Grantor pursuant to the  terms  of  that  certain  Deed  to
Secure Debt and Security Agreement, dated as of _____ __, 199_, between the
Grantee  and  the  Grantor  (together  with  any amendments, modifications,
supplements  and replacements thereof or therefor,  the  "Security  Deed"),
dated ____________,  pursuant to that certain Disbursement request which is
being submitted to the  Grantee.  (Capitalized terms used and not otherwise
define shall have the respective  meanings  given  to  them in the Security
Deed.)



          1. No  default beyond any applicable notice and/or  grace  period
exists under the Security Deed 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 Grantor 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  Grantee  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 Grantor for items previously paid.

          4. Nothing has occurred subsequent  to  the  date of the Security
Deed  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 Grantor  to
make any payments of principal  and  interest on the Note or the ability of
the Grantor to meet its obligations under the Security Deed.

          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 Grantor or any
payment by  the Grantee and, when added to all sums previously disbursed by
Grantee 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 Security Deed.

          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 Security Deed.

                              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.