Exhibit 10.12


Prepared by and return to:

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                                                     (RESERVED FOR CLERK)

                        MORTGAGE AND SECURITY AGREEMENT

      THIS MORTGAGE executed as of this 29th day of February, 2004, by and
between William F. Beermann and James Ong as agent for the Sellers (hereinafter
referred to as the "Mortgagee"), and SUPERSTOCK, INC., whose address for notice
under this Mortgage is 7660 Centurion Parkway, Jacksonville, Florida 32256
(hereinafter referred to as the "Mortgagor").

                             W I T N E S S E T H:

      That for divers good and valuable considerations and to secure the payment
of an indebtedness in the aggregate sum of ONE MILLION FIVE HUNDRED SEVENTY-SIX
THOUSAND TWO HUNDRED FIFTY DOLLARS ($1,576,250), or so much thereof as may be
advanced, to be paid in accordance with a note of even date herewith (as
amended, modified or extended, hereinafter referred to as the "Note", which note
has a maturity date of April 30, 2005) made by Mortgagor in favor of William F.
Beerman, James Ong, Susan Ong Chiang, Richard Ong and Kai Y. Chang
(collectively, the "Sellers') together with interest thereon, the Mortgagor does
grant, bargain, sell, alien, remise, release, convey and confirm unto the
Mortgagee its successors and assigns, in fee simple, all of that certain tract
of land of which the Mortgagor is now seized and possessed and in actual
possession, situate in the County of Duval, State of Florida, which is more
fully described in Exhibit "A" attached hereto and made a part hereof, together
with the buildings and improvements thereon erected or to be erected
(hereinafter referred to as the "Premises");

      TOGETHER with:

      (i) all leasehold estate, and all right, title and interest of Mortgagor
in and to all leases or subleases covering the Premises or any portion thereof
now or hereafter existing or entered into, and all right, title and interest of
Mortgagor thereunder, including, without limitation, all cash or security
deposits, advance rentals, and deposits or payments of similar nature;

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      (ii) all right, title and interest of Mortgagor in and to all options to
purchase or lease the Premises or any portion thereof or interest therein, and
any greater estate in the Premises owned or hereafter acquired;

      (iii) all easements, streets, ways, alleys, rights-of-way and rights used
in connection therewith or as a means of access thereto, and all tenements,
hereditaments and appurtenances thereof and thereto, and all water rights;

      (iv) any and all buildings, structures and improvements now or hereafter
erected thereon, including, but not limited to the fixtures, attachments,
appliances, equipment, machinery, and other articles attached to said building,
structures and improvements (sometimes hereinafter referred to as the
"Improvements");

      (v) all fixtures, appliances, machinery, equipment, furniture, furnishings
and articles of personal property, now or hereafter affixed to, placed upon or
used in connection with the operation of any of said properties and all gas,
steam, electric, water and other heating, cooking, refrigerating, lighting,
plumbing, ventilating, irrigating and power systems, machines, appliances,
fixtures, and appurtenances which are now or may hereafter pertain to or be used
with, in or on said premises, even though they may be detached or detachable and
all building improvement and construction materials, supplies and equipment
hereafter delivered to said land contemplating installation or use in the
constructions thereon and all rights and interests of Mortgagor in building
permits and architectural plans and specifications relating to contemplated
construction of Improvements on said Premises (sometimes hereinafter referred to
as the "Personal Property");

      (vi) all awards and proceeds of condemnation for the Premises or any part
thereof to which Mortgagor is entitled for any taking of all or any part of the
Premises by condemnation or exercise of the right of eminent domain. All such
awards and condemnation proceeds are hereby assigned to Mortgagee and the
Mortgagee is hereby authorized, subject to the provisions contained in this
Mortgage, to apply such awards and condemnation proceeds or any part thereof
after deducting therefrom any expenses incurred by the Mortgagee in the
collection or handling thereof, toward the payment, in full or in part, of the
Note, notwithstanding the fact that the amount owing thereon may not then be due
and payable;

      (vii) all rents, issues and profits of the Premises and all the estate,
right, title and interest of every nature whatsoever of the Mortgagor in and to
the same;

      (viii) all accounts (including contract rights) and general intangibles
pertaining to or arising from or in connection with all or any part of the
Mortgaged Property as hereinafter defined including, without limitation, all
proceeds and choses in action arising under any insurance policies maintained
with respect to all or any part of the Mortgaged Property; and

      (ix) all proceeds, products, replacements, additions, substitutions,
renewals and accessions of any of the foregoing items.

      All of the foregoing real and personal property, and all rights,
privileges and franchises are collectively referred to as the "Mortgaged
Property."

      TO HAVE AND TO HOLD all and singular the Mortgaged Property hereby
conveyed, and the tenements, hereditaments and appurtenances thereunto belonging
or in anywise appertaining, and the reversion and reversions, remainder and
remainders, rents, issues and profits thereof and also all the estate, right,
title, interest, property, possession, claim and demand whatsoever as well in
law as in equity of the said Mortgagor in and to the same and every part and

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parcel thereof unto the said Mortgagee in fee simple.

      PROVIDED ALWAYS that if the Mortgagor shall pay to the Mortgagee any and
all indebtedness due to Mortgagee evidenced by the Note and any and all renewals
of the same and shall perform, comply with and abide by each and every
stipulation, agreement, condition, and covenant of the Note and of this
Mortgage; then this Mortgage and the estate hereby created shall cease and be
null and void. Provided, it is further covenanted and agreed by the parties
hereto that this Mortgage also secures the payment of and includes all future or
further advances as hereinafter set forth, to the same extent as if such
advances were made on the date of the execution of this Mortgage, and any
disbursements made for the payment of tax, levies or insurance on the Mortgaged
Property, with interest on such disbursements at the Default Rate as hereinafter
defined.

      To protect the security of this Mortgage, the Mortgagor further covenants,
warrants and agrees with the Mortgagee as follows:

                                   ARTICLE 1
                     COVENANTS AND AGREEMENTS OF MORTGAGOR

      1.1 PAYMENT OF SECURED OBLIGATIONS. Mortgagor shall pay when due the
principal of, and the interest on, the indebtedness evidenced by the Note and
the charges, fees and the principal of, and interest on, any future advances
secured by this Mortgage and shall otherwise comply with all the terms of the
Note and this Mortgage.

      1.2 WARRANTIES AND REPRESENTATIONS. Mortgagor hereby covenants with
Mortgagee that Mortgagor is indefeasibly seized of the Mortgaged Property in fee
simple; that the Mortgagor has full power and lawful right to convey the same in
fee simple as aforesaid; that it shall be lawful for Mortgagor at all times
peaceably and quietly to enter upon, hold, occupy and enjoy said Mortgaged
Property and every part thereof; that Mortgagor will make such further
assurances to perfect the lien interest in said Premises in Mortgagee, as may
reasonably be required; and that Mortgagor does hereby fully warrant the title
to the Mortgaged Property and every part thereof and will defend the same
against the lawful claims of all persons whomsoever.

      Mortgagor further represents and warrants to Mortgagee that all
information, reports, paper, and data given to Mortgagee with respect to
Mortgagor, and to the loan evidenced by the Note and Mortgage are accurate and
correct in all material respects and complete insofar as may be necessary to
give Mortgagee a true and accurate knowledge of the subject matter.

      1.3 GROUND LEASES, LEASES, SUBLEASES AND EASEMENTS. Mortgagor, at
Mortgagor's sole cost and expense, shall maintain or cause to be performed all
of the covenants, agreements, terms, conditions and provisions on its part to be
kept, observed and performed under any ground lease, lease, sublease or
easements which may constitute a portion of or an interest in the Premises,
shall require its tenants or subtenants to keep, observe and perform all of the
covenants, agreements, terms, conditions and provisions on their part to be
kept, observed or performed under any and all ground leases, leases, subleases
or easements; and shall not suffer or permit any breach or default to occur with
respect to the foregoing; and in default thereof the Mortgagee shall have the
right to perform or to require performance of any such covenants, agreements,
terms, conditions or provisions of any such ground lease, lease, sublease or
easements and to add any expense incurred in connection therewith to the debt
secured hereby, which such expense shall bear interest from the date of payment
to the date of recovery by the Mortgagee at the Default Rate as hereinafter
defined. Any such payment by the Mortgagee with interest thereon shall be

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immediately due and payable. The Mortgagor shall not, without the consent of the
Mortgagee, consent to the modification, amendment, cancellation, termination or
surrender of any such ground lease, lease, sublease, or easement.

      No release or forbearance of any of Mortgagor's obligations under any such
ground lease, lease or sublease shall release Mortgagor from any of its
obligations under this Mortgage.

      1.4 REQUIRED INSURANCE. Mortgagor will, at Mortgagor's sole cost and
expense, maintain or cause to be maintained with respect to the Mortgaged
Property, and each part thereof, the following insurance:

            (a) insurance against loss or damage to the Improvements by fire and
any of the risks covered by insurance of the type now known as "fire and
extended coverage," in an amount not less than the original amount of the Note
or the full replacement cost of the Improvements; and

            (b) Such other insurance, and in such amounts, as may from time to
time be required by Mortgagee against the same or other hazards.

      All policies of insurance required by the terms of this Mortgage shall
contain an endorsement or agreement by the insurer that any loss shall be
payable in accordance with the terms of such policy notwithstanding any act or
negligence of Mortgagor which might otherwise result in forfeiture of said
insurance and the further agreement of the insurer waiving all rights of set
off, counterclaim, or deductions against Mortgagor.

      Mortgagor may effect for its own account any insurance not required under
this Section 1.4, but any such insurance effected by Mortgagor on the Premises,
whether or not so required, shall be for the mutual benefit of Mortgagor and
Mortgagee and shall be subject to the other provisions of this Mortgage.

      1.5 DELIVERY OF POLICIES, PAYMENT OF PREMIUMS. All policies of insurance
shall be issued by companies and in amounts in each company satisfactory to
Mortgagee. All policies of insurance shall have attached thereto a lender's loss
payment endorsement for the benefit of Mortgagee in form satisfactory to
Mortgagee. Mortgagor shall furnish Mortgagee with an original policy of all
policies of required insurance. If Mortgagee consents to Mortgagor providing any
of the required insurance through blanket policies carried by Mortgagor and
covering more than one location, then Mortgagor shall furnish Mortgagee with a
certificate of insurance for each such policy setting forth the coverage, the
limits of liability, the name of the carrier, the policy number, and the
expiration date. At least thirty (30) days prior to the expiration of each such
policy, Mortgagor shall furnish Mortgagee with evidence satisfactory to
Mortgagee of the payment of premium and the reissuance of a policy continuing
insurance in force as required by this Mortgage. All such policies shall contain
a provision that such policies will not be canceled or materially amended, which
term shall include any reduction in the scope or limits of coverage, without at
least thirty (30) days prior written notice to Mortgagee. In the event Mortgagor
fails to provide, maintain, keep in force or deliver and furnish to Mortgagee
the policies of insurance required by this Section, Mortgagee may procure such
insurance or single-interest insurance for such risks covering Mortgagee's
interest, and Mortgagor will pay all premiums thereon promptly upon demand by
Mortgagee, and until such payment is made by Mortgagor the amount of all such
premiums together with interest thereon at the rate of interest after maturity
or default provided in the Note or the maximum rate permitted by Florida law,
whichever is less (the "Default Rate").

      1.6 INSURANCE PROCEEDS. After the happening of any casualty to the
Mortgaged Property or any part thereof, Mortgagor shall give prompt written
notice thereof to Mortgagee.

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            (a) In the event of any damage to or destruction of the Mortgaged
Property, Mortgagee shall have the option in its sole discretion of applying or
paying all or part of the insurance proceeds (i) to any indebtedness secured
hereby and in such order as Mortgagee may determine, or (ii) to the restoration
of the Improvements, or (iii) to Mortgagor.

            (b) In the event of such loss or damage, all proceeds of insurance
shall be payable to Mortgagee, and Mortgagor hereby authorizes and directs any
affected insurance company to make payment of such proceeds directly to
Mortgagee. Mortgagee is hereby authorized and empowered by Mortgagor to settle,
adjust or compromise any claims for lass, damage or destruction under any policy
or policies of insurance.

            (c) Except to the extent that insurance proceeds are received by
Mortgagee and applied to the indebtedness secured hereby, nothing herein
contained shall be deemed to excuse Mortgagor from repairing or maintaining the
Mortgaged Property as provided in this Mortgage or restoring all damage or
destruction to the Mortgaged Property, regardless of whether or not there are
insurance proceeds available or whether any such proceeds are sufficient in
amount, and the application or release by Mortgagee of any insurance proceeds
shall not cure or waive any default or notice of default under this Mortgage or
invalidate any act done pursuant to such notice.

      1.7 ASSIGNMENT OF POLICIES UPON FORECLOSURE. In the event of foreclosure
of this Mortgage or other transfer of title or assignment of the Mortgaged
Property in extinguishment, in whole or in part, of the debt secured hereby, all
right, title and interest of the Mortgagor in and to all policies of insurance
required by this Section shall inure to the benefit of and pass to the successor
in interest to Mortgagor or the purchaser or grantee of the Mortgaged Property.
Mortgagor hereby appoints Mortgagee its attorney-in-fact to endorse any checks,
drafts or other instruments representing any proceeds of such insurance, whether
payable by reason of loss thereunder or otherwise.

      1.8 TAXES, UTILITIES AND IMPOSITIONS. Mortgagor will pay, or cause to be
paid and discharged, on or before the last day on which they may be paid without
penalty or interest, all such duties, taxes, sewer rents, charges for water, or
for setting or repairing of meters, and all other utilities on the Mortgaged
Property or any part thereof, and any assessments and payments, usual or
unusual, extraordinary or ordinary, which shall be imposed upon or become due
and payable or become a lien upon the Premises or any part thereof and the
sidewalks or streets in front thereof and any vaults therein by virtue of any
present or future law of the United States or of the State, County, or City
wherein the Premises are located (all of the foregoing being herein collectively
called "Impositions"). In default of any such payment of any imposition,
Mortgagee may pay the same and the amount so paid by Mortgagee shall, at the
Mortgagee's option, become immediately due and payable with interest at the
Default Rate and shall be deemed part of the indebtedness secured by this
Mortgage.

      If at any time there shall be assessed or imposed (i) a tax or assessment
on the Premises in lieu of or in addition to the Impositions payable by
Mortgagor pursuant to this Section or (ii) a license fee, tax or assessment
imposed on Mortgagee and measured by or based in whole or in part upon the
amount of the outstanding obligations secured hereby, then all such taxes,
assessments or fees shall be deemed to be included within the term "Impositions"
as defined in this Section, and Mortgagor shall pay and discharge the same as
herein provided with respect to the payment of Impositions or, at the option of
Mortgagee, all obligations secured hereby, together with all accrued interest
thereon, shall immediately become due and payable. Anything to the contrary
herein notwithstanding, Mortgagor shall have no obligation to pay any franchise,
estate, inheritance, income, excess profits or similar tax levied on Mortgagee
or on the obligations secured hereby.

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      Mortgagor will pay all mortgage recording taxes and fees payable with
respect to this Mortgage or other mortgage or transfer taxes due on account of
this Mortgage or the Note secured hereby.

      Mortgagor will exhibit to Mortgagee the original receipts or other
reasonably satisfactory proof of the payment of all Impositions which may affect
the Mortgaged Property or any part thereof or the lien of the Mortgage promptly
following the last date on which each such Imposition is payable hereunder.

      Notwithstanding the foregoing, Mortgagor shall have the right, after prior
written notice to Mortgagee, to contest at its own expense the amount and
validity of any Imposition affecting the Mortgaged Property by appropriate
proceedings conducted in good faith and with due diligence and to postpone or
defer payment thereof, if and so long as:

            (a) Such proceedings shall operate to suspend the collection of such
Imposition from Mortgagor or the Mortgaged Property; or

            (b) Neither the Mortgaged Property nor any part thereof would be in
immediate danger of being forfeited or lost by reason of such proceedings,
postponement or deferment; and

            (c) In the case of any Imposition affecting the Mortgaged Property
which might be or become a lien, encumbrance or charge upon or result in any
forfeiture or loss of the Mortgaged property or any part thereof, or which might
result in loss or damage to Mortgagor or Mortgagee, Mortgagor, prior to the date
such Imposition would become delinquent, shall have furnished Mortgagee with
security satisfactory to Mortgagee, and, in the event that such security is
furnished, Mortgagee shall not have the right during the period of the contest
to pay, remove or discharge the Imposition.

      1.9 MAINTENANCE, REPAIRS, ALTERATIONS. Mortgagor shall keep the Mortgaged
Property, or cause the same to be kept, in good condition and repair and fully
protected from the elements to the satisfaction of Mortgagee; Mortgagor shall
not commit nor permit to be committed waste thereon and shall not do nor permit
to be done any act by which the Mortgaged Property shall become less valuable;
Mortgagor will not remove, demolish or structurally alter any of the
Improvements (except such alterations as may be required by laws, ordinances or
regulations) without the prior written permission of the Mortgagee; Mortgagor
shall complete promptly and in good and workmanlike manner any building or other
Improvement which may be constructed on the Premises and promptly restore in
like manner any Improvements which may be damaged or destroyed thereon and will
pay when due all claims for labor performed and materials furnished therefor;
Mortgagor will use and operate, and shall require its lessees or licensees to
use or operate, the Mortgaged Property in compliance with all applicable laws,
ordinances, regulations, covenants, conditions and restrictions, and with all
applicable requirements of any ground lease, lease or sublease now or hereafter
affecting the Premises or any part thereof. Unless required by law or unless
Mortgagee has otherwise agreed in writing, Mortgagor shall not allow changes in
the stated use of the Mortgaged Property from that which was disclosed to
Mortgagee at the time of execution hereof. Mortgagor shall not initiate or
acquiesce to a zoning change of the Mortgaged Property without the prior notice
to and consent of Mortgagee. Mortgagee and its representatives shall have access
to the Premises at all reasonable times to determine whether Mortgagor is
complying with its obligations under this Mortgage, including, but not limited
to, those set out in this Section.

1.10 EMINENT DOMAIN. Should the Mortgaged Property, or any part thereof or
interest therein, be taken or damaged by reason of any public use or improvement
or condemnation proceeding, or in any other manner ("Condemnation"), or should
Mortgagor receive any notice or other information regarding such Condemnation,
Mortgagor shall give prompt written notice thereof to Mortgagee,

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            (a) Mortgagee shall be entitled to all compensation, awards and
other payments or relief granted in connection with such Condemnation, and shall
be entitled, at its option, to commence, appear in and `prosecute in its own
name any action or proceedings relating thereto. Mortgagee shall also be
entitled to make any compromise or settlement in connection with such taking or
damage. All such compensation, awards, damages, rights of action and proceeds
awarded to Mortgagor (the "Proceeds") are hereby assigned to Mortgagee and
Mortgagor agrees to execute such further assignments of the Proceeds as
Mortgagee may require.


            (b) In the event any portion of the Mortgaged Property is so taken
or damaged, Mortgagee shall have the option in its sole and absolute discretion,
to apply all such Proceeds, after deducting therefrom all costs and expenses
(regardless of the particular nature thereof and whether incurred with or
without suit), including reasonable attorneys' fees, incurred by it in
connection with such Proceeds, upon any indebtedness secured hereby, or to apply
all such Proceeds, after such deductions, to the restoration of the Mortgaged
Property upon such conditions as Mortgagee may determine. Such application or
release shall not cure or waive any default or notice of default hereunder or
invalidate any act done pursuant to such notice.

            (c) Any amounts received by Mortgagee hereunder (after payment of
any costs in connection with obtaining same), shall, if retained by Mortgagee,
be applied in payment of any accrued interest and then in reduction of the then
outstanding principal sum of the Note, notwithstanding that the same may not
then be due and payable. Any amount so applied to principal shall be applied to
the payment of installments of principal on the Note in inverse order of their
due dates.

      1.11 ACTIONS BY MORTGAGEE TO PRESERVE THE SECURITY OF THIS MORTGAGE. If
the Mortgagor fails to make any payment or to do any act as and in the manner
provided for in this Mortgage or the Note, the Mortgagee, in its own discretion,
without obligation so to do and without notice to or demand upon Mortgagor and
without releasing Mortgagor from any obligation, may make or do the same in such
manner and to such extent as the Mortgagee may deem necessary to protect the
security hereof. Mortgagor will pay upon demand all expenses incurred or paid by
Mortgagee (including, but not limited, to, reasonable attorneys' fees and court
costs including those of appellate and bankruptcy proceedings) on account of the
exercise of any of the aforesaid rights or privileges or on account of any
litigation which may arise in connection with this Mortgage, the Note, or on
account of any attempt, without litigation, to enforce the terms of this
Mortgage or the Note. In case the Mortgaged Property or any part thereof shall
be advertised for foreclosure sale and not sold, Mortgagor shall pay all costs
in connection therewith.

      In the event that the Mortgagee is called upon to pay any sums of money to
protect this Mortgage and the Note secured hereby as aforesaid, all monies
advanced or due hereunder shall become immediately due and payable, together
with interest at the Default Rate, computed from the date of such advance to the
date of the actual receipt of payment thereof by Mortgagee.

      1.12 COST OF COLLECTION. In the event this Mortgage is placed in the hands
of an attorney for the collection of any sum payable or secured hereunder, the
Mortgagor agrees to pay all costs of collection, including reasonable attorney's
fees including those in all appellate and bankruptcy proceedings, incurred by
the Mortgagee, either with or without the institution of any action or
proceeding, and in addition to all costs, disbursements and allowances provided
by law. All such costs so incurred shall be deemed to be secured by this
Mortgage.

      1.13 SURVIVAL OF WARRANTIES. All representations, warranties and covenants
of Mortgagor contained herein or incorporated by reference shall survive funding
of the loan evidenced by the Note and shall remain continuing obligations,
warranties and representations of Mortgagor during any time when any portion of
the obligations secured by this Mortgage remain outstanding.

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      1.14 ADDITIONAL SECURITY. In the event Mortgagee at any time holds
additional security for any of the obligations secured hereby, it may enforce
the sale thereof or otherwise realize upon the same, as its option, either
before or concurrently herewith or after a sale is made hereunder.

      1.15 INSPECTIONS. Mortgagee, or its agents, representatives or workmen,
are authorized to enter at any reasonable time upon or in any part of the
Premises for the purpose of inspecting the same, and for the purpose of
performing any of the acts it is authorized to perform under the terms of this
Mortgage.

      1.16 LIENS. Mortgagor shall pay and promptly discharge, at Mortgagor's
cost and expense, all liens, encumbrances and charges upon the Mortgaged
Property or any part thereof or interest therein other than the first priority
lien on the Premises of Capital Crossing Bank (the "First Lienholder") and all
of Mortgagee's rights under this Mortgage shall be subject to those rights of
the First Lienholder including under the Intercreditor Agreement entered into as
of February 29, 2004 between Capital Crossing Bank and a21, Inc. Mortgagor shall
have the right to contest in good faith the validity of any such lien,
encumbrance or charge, provided Mortgagor shall first deposit with Mortgagee a
bond or other security satisfactory to Mortgagee in such amounts as Mortgagee
shall reasonably require, and provided further that Mortgagor shall thereafter
diligently proceed to cause such lien, encumbrance or charge to be removed and
discharged. If Mortgagor shall fail to discharge any such lien, encumbrance or
charge, then, in addition to any other right or remedy of Mortgagee, Mortgagee
may, but shall not be obligated to, discharge the same, either by paying the
amount claimed to be due, or by procuring the discharge of such lien by
depositing in court a bond for the amount claimed or otherwise giving security
for such claim, or in such manner as is or may be prescribed by law. Any amount
so paid by the Mortgagee shall, at Mortgagee's option, become immediately due
and payable with interest at the Default Rate, and shall be deemed part of the
indebtedness secured by this Mortgage.

      1.17 FUTURE ADVANCES. This Mortgage is given to secure not only existing
indebtedness, but also future advances, whether such advances are obligatory or
are to be made at the option of Mortgagee, or otherwise, as are made within
twenty (20) years from the date hereof, to the same extent as if such future
advances are made on the date of the execution of this Mortgage. The total
amount of indebtedness that may be so secured may decrease to a zero amount from
time to time, or may increase from time to time, but the total unpaid balance so
secured at one time shall not exceed twice the face amount of the Note, plus
interest thereon, and any disbursements made for the payment of taxes, levies or
insurance on the Mortgaged Property, with interest on such disbursements at the
Default Rate as hereinafter defined. 1.18 NO LIMITATION OF FUTURE ADVANCE
RIGHTS. Mortgagor covenants and agrees with Mortgagee that:

            (a) Mortgagor waives and agrees not to assert any right to limit
future advances under this Mortgage, and any such attempted limitation shall be
null, void and of no force and effect.

            (b) An event of default under the Mortgage shall automatically exist
(i) if Mortgagor executes any instrument which purports to have or would have
the effect of impairing the priority of or limiting any future advance which
might ever be made under the Mortgage or (ii) if Mortgagor takes, suffers, or
permits any action or occurrence which would adversely affect the priority of
any future advance which might ever be made under the Mortgage.

      1.19 APPRAISALS. Mortgagor covenants and agrees that Mortgagee may obtain
an appraisal of the Mortgaged Property when required by the regulations of the
Federal Reserve Board or the Office of the Comptroller of the Currency or at

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such other times as the Mortgagee may reasonably require. Such appraisals shall
be performed by an independent third party appraiser selected by the Mortgagee.
The cost of such appraisal shall be borne by the Mortgagor. If requested by
Mortgagee, the Mortgagor shall execute an engagement letter addressed to the
appraiser selected by the Mortgagee. Mortgagor's failure or refusal to sign such
an engagement letter, however, shall not impair Mortgagee's right to obtain such
an appraisal. Mortgagor agrees to pay the cost of such appraisal within ten (10)
days after receiving an invoice for such appraisal.

                                   ARTICLE 2
                        ASSESSMENT OF LEASES, SUBLEASES,
                     FRANCHISES, RENTS, ISSUES AND PROFITS

      2.1 ASSIGNMENT OF RENTS. Mortgagor hereby collaterally assigns and
transfers to Mortgagee all the leases, subleases, franchises, rents, issues and
profits of the Mortgaged Property, and hereby gives to and confers upon
Mortgagee the right, power and authority to collect such rents, issues and
profits as herein set forth. Mortgagor irrevocably appoints Mortgagee its true
and lawful attorney-in-fact, at the option of Mortgagee, immediately and without
further legal action being necessary, to demand, receive and enforce payment, to
give receipts, releases and satisfactions, and to sue, in the name of Mortgagor
or Mortgagee, for all such rents, issues and profits and apply the same to the
indebtedness secured hereby; provided, however, that Mortgagor shall have the
right to collect such rents, issues and profits (but not more than one month in
advance) prior to or at any time there is not an event of default under this
Mortgage.

      2.2 COLLECTION UPON DEFAULT. Upon any event of default under this
Mortgage, Mortgagee may, at any time without notice, either in person, by agent
or by a receiver appointed by a court, and without regard to the adequacy of any
security for the indebtedness hereby secured, enter upon and take possession of
the Mortgaged Property, or any part thereof, in its own name, sue for or
otherwise collect such rents, issues and profits, including those past due and
unpaid, and apply the same, less costs and expenses of operation and collection,
including reasonable attorneys' fees, upon any indebtedness secured hereby, and
in such order as Mortgagee may determine. The collection of such rents, issues
and profits, or the entering upon and taking possession of the Mortgaged
Property, or the application thereof as aforesaid, shall not cure or waive any
default or notice of default hereunder or invalidate any act done in response to
such default or pursuant to such notice of default.

      2.3 RESTRICTION ON FURTHER ASSIGNMENTS, ETC. Except as hereinafter
specifically provided, Mortgagor shall not, without the prior written consent of
the Mortgagee, assign the rents, issues or profits, or any part thereof, from
the Mortgaged Property or any part thereof; and shall not consent to the
modification, cancellation or surrender of any lease or sublease covering the
Mortgaged Property. An action of Mortgagor in violation of the terms of this
Section shall be void as against Mortgagee in addition to being a default under
this Mortgage.

      The Mortgagor shall not, without the consent of the Mortgagee, consent to
the cancellation or surrender of, or accept prepayment of rents, issues or
profits (other than rent paid at the signing of a lease or sublease) under, any
lease or sublease now or hereafter covering the Mortgaged Property or any part
thereof, nor modify any such lease or sublease so as to shorten the term,
decrease the rent, accelerate the payment of rent, or change the terms of any
renewal option; and any such purported assignment, cancellation, surrender,
prepayment or modification made without the written consent of the Mortgagee
shall be void as against the Mortgagee. The Mortgagor shall, upon demand of the
Mortgagee, enter into an agreement with the Mortgagee with respect to the
provisions contained in the preceding provision regarding any lease or sublease
covering said Mortgaged Property or any part thereof, and the Mortgagor hereby

                                       9
<PAGE>

appoints the Mortgagee attorney-in-fact of the Mortgagor to execute and deliver
any such agreement on behalf of the Mortgagor and deliver written notice thereof
to the tenant to whose lease such agreement relates.

      The Mortgagor agrees to furnish to the Mortgagee a copy of any
modification of any lease presently in effect and copies of all future leases
affecting the Mortgaged Property covered by this Mortgage, and failure to
furnish to the Mortgagee a copy of any modification of a lease or a copy of any
future lease affecting said Mortgaged Property, shall be deemed a default under
this Mortgage and the Note, for which the holder of this Mortgage may, at its
option, declare the entire unpaid balance of the subject Mortgage and Note to be
immediately due and payable.

      All leases or subleases hereafter entered into by Mortgagor with respect
to the Mortgaged Property or any part thereof, shall be subordinate to the lien
of this Mortgage unless expressly made superior to this Mortgage in the manner
hereinafter provided. At any time or times Mortgagee may execute and record in
the appropriate Office of the Register or County Clerk of the County where the
Premises are situated a Notice of Subordination reciting that the lease or
leases therein described shall be superior to the lien of this Mortgage. From
and after the recordation of such Notice of Subordination, the lease or leases
therein described shall be superior to the lien of this Mortgage and shall not
be extinguished by any foreclosure sale hereunder.

                                   ARTICLE 3
                      ENVIRONMENTAL CONDITION OF PREMISES

3.1 ENVIRONMENTAL CONDITION OF PROPERTY. Mortgagor hereby warrants and
represents to Mortgagee after thorough investigation that:

      (a) the premises are now and at all times hereafter will continue to be in
full compliance with all Federal, State and local environmental laws and
regulations, including but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 (CERCLA), Public Law No.
96-510, 94 Stat. 2767, and the Superfund Amendments and Reauthorization Act of
1986 (SARA), Public Law No. 99-499, 100 Stat. 1613; and

      (b) (i) as of the date hereof there are no hazardous materials,
substances, waste or other environmentally regulated substances (including
without limitation, any materials containing asbestos) located on, in or under
the Premises or used in connection therewith, or (ii) Mortgagor has fully
disclosed to Mortgagee in writing the existence, extent and nature of any such
hazardous material, substance, waste or other environmentally regulated
substance, currently present or which Mortgagor is legally authorized and
empowered to maintain on, in or under the Premises or use in connection
therewith, Mortgagor has obtained and will maintain all licenses, permits and
approvals required with respect thereto, and is and will remain in full
compliance with all of the terms, conditions and requirements of such licenses,
permits and approvals. Mortgagor further warrants and represents that it will
promptly notify Mortgagee of any change in the environmental condition of the
Premises or in the nature or extent of any hazardous materials, substances or
wastes maintained on, in or under the Premises or used in connection therewith,
and will transmit to Mortgagee copies of any citations, orders, notices or other
material governmental or other communication received with respect to any other
hazardous materials, substances, waste or other environmentally regulated
substance affecting the Premises.

      Mortgagor hereby indemnifies and holds harmless Mortgagee from and against
any and all damages, penalties, fines, claims, suits, liabilities, costs,
judgments and expenses (including attorneys', consultant's or expert's fees) of

                                       10
<PAGE>

every kind and nature incurred, suffered by or asserted against Mortgagee as a
direct or indirect result of:

            (A) any warranty or representation made by Mortgagor in this
paragraph being or becoming false or untrue in any material respect, or

            (B) any requirement under the law, regulation or ordinance, local,
state or federal, regarding the removal or elimination of any hazardous
materials, substances, waste or other environmentally regulated substances.

      Mortgagor's obligations hereunder shall not be limited to any extent by
the term of the Note, and, as to any act or occurrence prior to payment in full
and satisfaction of said Note which gives rise to liability hereunder, shall
continue, survive and remain in full force and effect notwithstanding
foreclosure of this Mortgage, where Mortgagee is the purchaser at the
foreclosure sale, or delivery of a deed in lieu of foreclosure to Mortgagee.

                                   ARTICLE 4
                               SECURITY AGREEMENT

      4.1 CREATION OF SECURITY INTEREST. Mortgagor hereby grants to Mortgagee a
security interest in any and all personal property included within the
definition of "Mortgaged Property" (herein the "Personal Property") located on
or at the Premises, including without limitation any and all property of similar
type or kind hereafter located on or at the Premises for the purpose of securing
all obligations of Mortgagor set forth in this Mortgage. This instrument is a
self-operative security agreement with respect to the above described property,
but Mortgagor agrees to execute and deliver on demand such other security
agreements, financing statements and other instruments as Mortgagee may request.

      4.2 WARRANTIES, REPRESENTATIONS AND COVENANTS OF MORTGAGOR. Mortgagor
hereby warrants, represents and covenants as follows:

            (a) Except for the security interest granted hereby and for the
security interest granted to the First Lienholder, Mortgagor is, and as to
portions of the Personal Property to be acquired after the date hereof will be,
the sole owner of the Personal Property, free from any adverse lien, security
interest, encumbrance or adverse claims thereon of any kind whatsoever.
Mortgagor will notify Mortgagee of, and will defend the Personal Property
against, all claims and demands of all persons at any time claiming the same or
any interest therein.

            (b) Mortgagor will not lease, sell, convey or in any manner transfer
the Personal Property without the prior written consent of Mortgagee.

            (c) The Personal Property is not and will not be used or bought for
personal, family or household purposes.

            (d) The Personal Property will be kept on or at the Premises and
Mortgagor will not remove the Personal Property from the Premises without the
prior written consent of Mortgagee, except such portions or items of Personal
Property which are consumed or worn out in ordinary usage, all of which shall be
promptly replaced by Mortgagor.

                                       11
<PAGE>

            (e) Mortgagor maintains a place of business in the State of Florida
and Mortgagor will immediately notify Mortgagee in writing of any change in its
place of business as set forth in the beginning of this Mortgage.

            (f) At the request of Mortgagee, Mortgagor will join Mortgagee in
executing one or more financing statements and renewals and amendments thereof
pursuant to the Uniform Commercial Code of Florida in form satisfactory to
Mortgagee, and will pay the cost of filing the same in all public offices
wherever filing is deemed by Mortgagee to be necessary or desirable.

            (g) All covenants and obligations of Mortgagor contained herein
relating to the Mortgaged Property shall be deemed to apply to the Personal
Property whether or not expressly referred to herein.

            (h) This Mortgage constitutes a Security Agreement as that term is
used in the Uniform Commercial Code of Florida.

                                   ARTICLE 5
                             REMEDIES UPON DEFAULT

      5.1 EVENTS OF DEFAULT. Any one or more of the following shall constitute a
default under this Mortgage and the Note hereby secured;

            (a) Failure of Mortgagor to make one or more payments required by
said Note on the due date thereof.

            (b) Failure of Mortgagor to pay the amount of any costs, expenses or
fees (including counsel fees) of the Mortgagee, with interest thereon, as
required by any provision of this Mortgage.

            (c) Failure to exhibit to the Mortgagee, within ten (10) days after
demand, receipts showing payment of real estate taxes and assessments.

            (d) Except as hereinbefore permitted, the actual or threatened
alteration, demolition or removal of any building on the Premises without
written consent of the Mortgagee.

            (e) Failure to maintain the Improvements on the Premises as herein
required, free of any liens placed or threatened during the term hereof.

            (f) Failure to comply with any requirements or order or notice of
violation of law or ordinance issued by any governmental department claiming
jurisdiction over the Mortgaged Property within three (3) months from the
issuance thereof, or before any such violation becomes a lien against the
Mortgaged Property, whichever first occurs.

            (g) Failure of Mortgagor or others (i) to comply with any other
warranty contained herein, (ii) to comply with or perform any other covenant or
agreement contained herein, which failure shall continue for a period of thirty
(30) days following notice from the Mortgagee, or (iii) or in any other document
executed by Mortgagor in conjunction with this transaction, of even date
herewith.

                                       12
<PAGE>

            (h) Any breach of any warranty or material untruth of any
representation of Mortgagor contained in this Mortgage or the Note or any
guaranty executed in conjunction herewith.

            (i) The institution of any bankruptcy, reorganization or insolvency
proceedings against the then owner or Mortgagor in possession of the Mortgaged
Property, or any guarantor, or the appointment of a receiver or a similar
official with respect to all or a substantial part of the properties of the then
owner or Mortgagor in possession of the Mortgaged Property and a failure to have
such proceedings dismissed or such appointment vacated within a period of
forty-five (45) days.

            (j) The institution of any voluntary bankruptcy, reorganization or
insolvency proceedings by the then owner or Mortgagor in possession of the
Mortgaged Property, or any guarantor, or the appointment of a receiver or a
similar official with respect to all or a substantial part of the properties of
the then owner or Mortgagor in possession of the Mortgaged Property at the
instance of the then owner or Mortgagor in possession of the Mortgaged Property.

            (k) The assertion or making of any levy, seizure, forfeiture action,
mechanic's or materialman's lien or, attachment on the Mortgaged Property or any
part thereof.

            (l) Subject to any notice and/or cure period provided therein, if
default shall occur in any loan or lease now or hereafter in existence between
Mortgagee and Mortgagor or any Mortgage which the Mortgagor or any Guarantor has
any interest whatsoever, and, conversely, the occurrence of an Event of Default
hereunder shall also constitute a default under any such other loan or lease.

            (m) The occurrence of any "default" or "event of default" under the
Note, whether or not such event is specifically set forth herein.

      5.2 DEFAULT RATE. The Default Rate shall be eighteen percent (18%) per
annum simple interest, provided, however, that at no time shall any interest or
charges in the nature of interest be taken, exacted, received or collected which
would exceed the maximum rate permitted by law.

      5.3 ACCELERATION UPON DEFAULT, ADDITIONAL REMEDIES. Subject to the rights
of the First Lienholder, in the event that one or more defaults as above
provided shall occur, the remedies available to Mortgagee shall include, but not
necessarily be limited to, any one or more of the following:

            (a) Mortgagee may declare the entire unpaid balance of the Note
immediately due and payable without notice.

            (b) Mortgagor may foreclose the Mortgage and sell, as an entirety or
in separate lots or parcels, the Mortgaged Property under the judgment or decree
of a court or courts of competent jurisdiction and to exercise all remedies
available to Mortgagor to the maximum extent permitted by law, which remedies
shall be cumulative and which may be pursued, separately, concurrently or
successively.

            (c) Mortgagee may take immediate possession of the Mortgaged
Property or any part thereof (which Mortgagor agrees to surrender to Mortgagee)
and manage, control or lease the same to such person or persons and at such
rental as it may deem proper and collect all the rents, issues and profits
therefrom, including those past due as well as those thereafter accruing, with
the right in the Mortgagee to cancel any lease or sublease for any cause which
would entitle Mortgagor to cancel the same; to make such expenditures for
maintenance, repairs and costs of operation as it may deem advisable; and after

                                       13
<PAGE>

deducting the cost thereof and a commission of five (5%) percent upon the gross
amount of rents collected, to apply the residue to the payment of any sums which
are unpaid hereunder or under the Note. The taking of possession under this
paragraph shall not prevent concurrent or later proceedings for the foreclosure
sale of the Mortgaged Property as provided elsewhere herein.

            (d) Mortgagee may apply to any court of competent jurisdiction for
the appointment of a receiver or similar official to manage and operate the
Mortgaged Property, or any part thereof, and to apply the net rents and profits
therefrom to the payment of the interest and/or principal of said Note and/or
any other obligations of Mortgagor to Mortgagee hereunder. In the event of such
application, Mortgagor agrees to consent to the appointment of such receiver or
similar official and agrees that such receiver or similar official may be
appointed without notice to Mortgagor, without regard to the adequacy of any
security for the debts and without regard to the solvency of Mortgagor or any
other person, firm or corporation who or which may be liable for the payment of
the Note or any other obligation of Mortgagor hereunder.

            (e) Without declaring the entire unpaid principal balance due, the
Mortgagee may foreclose only as to the sum past due, without injury to this
Mortgage or the displacement or impairment of the remainder of the lien thereof,
and at such foreclosure sale the property shall be sold subject to all remaining
items of indebtedness; and Mortgagee may again foreclose, in the same manner, as
often as there may be any sum past due.

      5.4 ADDITIONAL PROVISIONS. Mortgagor expressly agrees, on behalf of
itself, its successors and assigns and any future owner of the Mortgaged
Property, or any part thereof or interest therein, as follows:

            (a) All remedies available to Mortgagee with respect to this
Mortgage shall be cumulative and may be pursued concurrently or successively. No
delay by Mortgagee in exercising any such remedy shall operate as a waiver
thereof or preclude the exercise thereof during the continuance of that or any
subsequent default.


            (b) The obtaining of a judgment or decree on the Note, whether in
the State of Florida or elsewhere, shall not in any manner affect the lien of
this Mortgage upon the Mortgaged Property covered hereby, and any judgment or
decree so obtained shall be secured to the same extent as said Note is now
secured.

            (c) In event of any foreclosure sale hereunder, all net proceeds
shall be available for application to the indebtedness hereby secured whether or
not such proceeds may exceed the value of the Mortgaged Property for unpaid
taxes, liens, assessments and any other costs relating to the Mortgaged
Property.

            (d) The only limitation upon the foregoing agreements as to the
exercise of Mortgagee's remedies is that there shall be but one full and
complete satisfaction of the indebtedness secured hereby.

5.5 REMEDIES NOT EXCLUSIVE. Mortgagee shall be entitled to enforce payment and
performance of any indebtedness or obligations secured hereby and to exercise
all rights and powers under this Mortgage or the Note or under any other
agreement or any laws now or hereafter in force, notwithstanding some or all of
the said indebtedness and Obligations secured hereby may now or hereafter be
otherwise secured, whether by mortgage, deed of trust, pledge, lien, assignment
or otherwise. Neither the acceptance of this Mortgage nor its enforcement shall
prejudice or in any manner affect Mortgagee's right to realize upon or enforce
any other security now or hereafter held by Mortgagee, it being agreed that

                                       14
<PAGE>

Mortgagee shall be entitled to enforce this Mortgage and any other security now
or hereafter held by Mortgagee in such order and manner as Mortgagee may in its
absolute discretion determine. No remedy herein conferred upon or reserved to
Mortgagee is intended to be exclusive of any other remedy herein or by law
provided or permitted, but each shall be cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in
equity or by statute. Every power or remedy given to Mortgagee or to which it
may be otherwise entitled, may be exercised, concurrently or independently, from
time to time and as often as may be deemed expedient by Mortgagee and it may
pursue inconsistent remedies.

                                   ARTICLE 6
                                 MISCELLANEOUS

      6.1 CORPORATE EXISTENCE. So long as the Mortgaged Property shall be owned
or held by a corporation, such corporation shall at all times maintain its
corporate existence and shall be fully authorized to do business in the State of
Florida and shall maintain in the State of Florida a duly authorized registered
agent for the service of process. Failure to comply with such obligations shall
be a default under this Mortgage. Upon Mortgagee's request, Mortgagor will
furnish to Mortgagee a certificate of good standing or other evidence
satisfactory to Mortgagee to show compliance with the provisions of this
Section.

      6.2 STATEMENTS BY MORTGAGOR. Mortgagor, within three (3) business days
after request in person or within ten (10) business days after request by mail,
will furnish to Mortgagee or any person, firm or corporation designated by
Mortgagee, a duly acknowledged written statement setting forth the amount of the
debt secured by this Mortgage, and stating either that no offsets or defenses
exist against such debt, or, if such offsets or defenses are alleged to exist,
full information with respect to such alleged offsets and/or defenses.

      6.3 SUCCESSORS AND ASSIGNS. The provisions hereof shall be binding upon
and shall inure to the benefit of the Mortgagor, its successors and assigns,
including without limitation subsequent owners of the Premises or the leasehold
estate of the Premises or any part thereof; shall be binding upon and shall
inure to the benefit of Mortgagee, its successors and assigns and any future
holder of the Note, and any successors or assigns of any future holder of the
Note. In the event the ownership of the Mortgaged Property or any leasehold
estate that may be covered by this Mortgage, becomes vested in a person other
than Mortgagor, Mortgagee may, without notice to Mortgagor, deal with such
successor or successors in interest with reference to this instrument and the
Note in the same manner as with the Mortgagor, and may alter the interest rate
and/or alter or extend the terms of payments of the Note without notice to
Mortgagor hereunder or under the Note hereby secured or the lien or priority of
this Mortgage with respect to any part of the Mortgaged Property covered hereby,
but nothing herein contained shall serve to relieve Mortgagor of any liability
under the Note or this Mortgage (or any other agreement executed in conjunction
therewith) unless Mortgagee shall expressly release Mortgagor in writing.
Mortgagor and any transferee or assignee shall be jointly and severally liable
for any documentation or intangible taxes imposed as a result of any transfer or
assumption.

      6.4 NOTICES. All notices, demands and requests given by either party
hereto to the other party shall be in writing. All notices, demands and requests
by the Mortgagee to the Mortgagor shall be deemed to have been properly given if
sent by United States registered or certified mail, postage prepaid, addressed
to the Mortgagor at the address as the Mortgagor may from time to time designate
by written notice to the Mortgagee, given as herein required. All notices,
demands and requests by the Mortgagor to the Mortgagee shall be deemed to have
been properly given if sent by United States registered or certified mail,
postage prepaid, addressed to the Mortgagee, or to such other address as the
Mortgagee may from time to time designate by written notice to the Mortgagor

                                       15
<PAGE>

given as herein required. Notices, demands and requests given in the manner
aforesaid shall be deemed sufficiently served or given for all purposes
hereunder at the time such notice, demand or request shall be deposited In any
post office or branch post office regularly maintained by the United States
Government.

      The Mortgagor shall deliver to the Mortgagee, promptly upon receipt of
same, copies of all notices, certificates, documents and instruments received by
it which materially affect any part of the Mortgaged Property covered hereby,
including, without limitation, notices from any lessee or sublessee claiming
that the Mortgagor is in default under any terms of any lease or sublease.

      6.5 MODIFICATIONS IN WRITING. This Mortgage may not be changed, terminated
or modified orally or in any other manner than by an instrument in writing
signed by the party against whom enforcement is sought.

      6.6 CAPTIONS. The captions or headings at the beginning of each Section
hereof are for the convenience of the parties and are not a part of this
Mortgage.

      6.7 INVALIDITY OF CERTAIN PROVISIONS. If the lien of this Mortgage is
invalid or unenforceable as to any part of the debt, or if the lien is invalid
or unenforceable as to any part of the Mortgaged Property, the unsecured portion
of the debt shall be completely paid prior to the payments of the secured
portion of the debt, and all payments made on the debt, whether voluntary or
otherwise, shall be considered to have been first paid on and applied to the
full payment of that portion of the debt which is not secured or fully secured
by the lien of this Mortgage.

      6.8 NO MERGER. If both the lessor's and lessee's estates under any lease
or any portion thereof which constitutes a part of the Mortgaged Property shall
at any time become vested in one owner, this Mortgage and the lien created
hereby shall not be destroyed or terminated by application of the doctrine of
merger and, in such event, Mortgagee shall continue to have and enjoy all of the
rights and privileges of Mortgagee as to the separate estates, In addition, upon
the foreclosure of the lien created by this Mortgage on the Mortgaged Property
pursuant to the provisions hereof, any leases or subleases then existing and
created by Mortgagor shall not be destroyed or terminated by application of the
law of merger or as a result of such foreclosure sale if Mortgagee shall so
elect. No act by or on behalf of Mortgagee or any such purchaser shall
constitute a termination of any lease or sublease unless Mortgagee or such
purchaser shall give written notice thereof to such tenant or subtenant.

      6.9 GOVERNING LAW AND CONSTRUCTION OF CLAUSES. This Mortgage shall be
governed and construed by the laws of the State of Florida. No act of the
Mortgagee shall be construed as an election to proceed under any one provision
of the Mortgage or of the applicable statutes of the State of Florida to the
exclusion of any other such provision, anything herein or otherwise to the
contrary notwithstanding.

      6.10 TRANSFER. In the event all or any part of the property encumbered by
this Mortgage, or any interest therein, is sold, conveyed, encumbered or
otherwise transferred by the Mortgagor, without Mortgagee's prior written
consent, or, if Mortgagor is a partnership, any general partner of Mortgagor
ceases to be a general partner, or if Mortgagor is a corporation:

            (a) any shareholder of Mortgagor owning directly or indirectly 10%
or more of the issued and outstanding stock of Mortgagor as of the date hereof
transfers, during the term of this Mortgage, any of such stock, or

            (b) any additional stock of Mortgagor is issued after the date
hereof;

                                       16
<PAGE>

then, and in the event any of the foregoing events occur, Mortgagee may, in its
sole discretion: require a modification of the terms of the loan or loans
secured hereby (including without limitation those related to the rate of
interest and terms or schedule of repayment) in a manner satisfactory to
Mortgagee, and may charge an "assumption fee" or similar fee in consideration of
such modification or approval; or accelerate the indebtedness secured hereby and
declare the then outstanding balance, with all accrued interest to be
immediately due and payable.

      6.11 BOOKS AND RECORDS. Mortgagor shall furnish annually to Mortgagee
complete, true and accurate books of accounts and records reflecting the results
of the operation of the Mortgaged Property. Mortgagor shall also furnish to
Mortgagee within ninety (90) days after the end of each fiscal year of Mortgagor
a balance sheet and a statement of income and expenses, both in reasonable
detail, prepared in a format acceptable to the Mortgagee, and if any of the
Mortgaged Property is rented or leased, a rent schedule of the Mortgaged
Property, certified by an accounting officer of Mortgagor, showing the name of
each tenant and the space occupied, the lease expiration date and the rent paid.

      6.12 FINANCIAL STATEMENTS. If requested by Mortgagee, Mortgagor will
within ninety (90) days after the end of each fiscal year, furnish to Mortgagee
a complete financial statement including profit and loss and income and expense
statements balance sheet and reconciliation of surplus which statement shall, at
Mortgagee's option, be certified without qualification by audit of the certified
public accountant regularly serving the Mortgagor. The cost of such audit shall
be paid by Mortgagor.

      6.13 OTHER INDEBTEDNESS SECURED. This Mortgage is also given as security
for any and all other sums, indebtedness, obligations and liabilities of any and
every kind now or hereafter during the term hereof owing and to become due from
Mortgagor to Mortgagee, however created, incurred, evidenced, acquired or
arising, whether under the Note or this Mortgage, or any other instrument,
obligation, contract, agreement or dealing of any and every kind now or
hereafter existing or entered into between Mortgagor and Mortgagee, or
otherwise, as amended, modified or supplemented from time to time, and whether
direct, indirect, primary, secondary, fixed or contingent, and any and all
renewals, modifications or extensions of any or all of the foregoing.

                                       17
<PAGE>

      IN WITNESS WHEREOF, Mortgagor has hereunto set hand and seal all done as
of the day and year first hereinbefore written.


Signed, sealed and delivered             SUPERSTOCK, INC.
in the presence of:

                                         By:
-------------------------------------       ------------------------------------

-------------------------------------       ------------------------------------
(Print or type name)                        (Print or type name)

                                             Its:


-------------------------------------

-------------------------------------    Address:
(Print or type name)
                                         7660 Centurion Parkway
                                         Jacksonville, Florida  32256

               Witnesses





-------------------------------------
William F. Beermann, as agent for the
  Sellers





-------------------------------------
James Ong, as agent for the Sellers

                                       18
<PAGE>

STATE OF FLORIDA
COUNTY OF _____________

      The foregoing instrument was acknowledged before me this _____ day of
February, 2004, by _________________________, the ______________ of SuperStock,
Inc., a Florida corporation. He/she is personally known to me or has produced a
Florida driver's license as identification.

[Notary Seal must be affixed]


                                          --------------------------------------
                                          Signature of Notary


                                          --------------------------------------
                                          Name of Notary (typed, printed or
                                          stamped)


                                          Commission Number:
                                                             ------------------

                                          My Commission expires:
                                                                 ---------------

                                       19