FORM OF MORTGAGE


      THIS MORTGAGE, containing an Assignment of Rents and Leases, Security
Agreement and Fixture Filing ("Mortgage"), is made as of               , 1997,
by and between SYBRA, INC., a Michigan corporation ("Debtor"), whose address is
8300 Dunwoody Place, Suite 300, Atlanta, Georgia 30350-1296, and FFCA
ACQUISITION CORPORATION, a Delaware corporation ("Mortgagee"), whose address is
17207 North Perimeter Drive, Scottsdale, Arizona 85255.

                            PRELIMINARY STATEMENT:

      The capitalized terms used in this Mortgage, if not elsewhere defined
herein, have the meanings set forth in Article I. Debtor holds a fee simple
interest in the Premises, subject to Permitted Exceptions. Debtor is executing
this Mortgage for the purpose of granting the interest of Debtor in and to the
Mortgaged Property (as defined in the Granting Clauses below) as security for
the payment of the Obligations. The Mortgaged Property shall be and remain
subject to the lien of this Mortgage and shall constitute security for the
Obligations so long as the Obligations shall remain outstanding.

                               GRANTING CLAUSES:

      Debtor, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, by
these presents does hereby create a security interest in, mortgage, grant,
bargain, sell, assign, pledge, give, transfer, set over and convey unto
Mortgagee and to its successors and assigns WITH POWER OF SALE, for the benefit
of Mortgagee, all of Debtor's estate, right, title and interest in, to and under
any and all of the following property (the "Mortgaged Property"), subject only
to Permitted Exceptions:

Premises, Rents and Derivative Interests

      The Premises; all rents, issues, profits, royalties, income and other
benefits derived from the Premises (collectively the "Rents"); all estate,
right, title and interest of Debtor in and to all leases or subleases covering
the Premises or any portion thereof now or hereafter existing or entered into,
including, without limitation, all cash or security deposits, advance rentals
and deposits or payments of similar nature; all right, title and interest of
Debtor 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; all interests, estate or other claims, both in law and in
equity, which Debtor now has or may hereafter acquire in the Premises; all
easements, 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 and shares of stock evidencing the same; all
right, title and interest of Debtor, now owned or hereafter acquired,

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in and to any land lying within the right-of-way of any street, open or
proposed, adjoining the Premises and any and all sidewalks, alleys and strips
and gores of land adjacent to or used in connection with the Premises;

Personal Property

      All right, title and interest of Debtor in and to all tangible personal
property now owned or hereafter acquired by Debtor and now or at any time
hereafter located on or at the Premises or used in connection therewith,
including, without limitation, all goods, machinery, tools, equipment, lobby and
all other indoor and outdoor furniture, copies of books, copies of records,
manuals, computer systems (other than license rights and agreements owned by
third parties relating to the software programs used in connection with such
computer systems), furnishings, inventory, rugs, and maintenance and other
supplies (the "Personal Property");

Intangibles

      All of Debtor's interest in all existing and future accounts, contract
rights, general intangibles, copies of files, copies of books of account,
agreements, permits, licenses (other than franchise, license or area development
agreements with Licensor) and certificates necessary or desirable in connection
with the acquisition, ownership, leasing, construction, operation, servicing or
management of the Mortgaged Property, whether now existing or entered into or
obtained after the date hereof, and all existing and future telephone numbers
and listings, advertising and marketing materials and good will in any way
relating to the Mortgaged Property or any portion thereof; and

Claims and Awards

      All the estate, interest, right, title, other claim or demand, including
claims or demands with respect to the proceeds of insurance in effect with
respect thereto, which Debtor now has or may hereafter acquire in the Mortgaged
Property, and any and all awards made for the taking by eminent domain, or by
any proceeding or purchase in lieu thereof, of the whole or any part of the
Mortgaged Property, including, without limitation, any awards resulting from a
change of grade of streets and awards for severance damages, and Debtor hereby
authorizes, directs and empowers Mortgagee, at its option, on Debtor's behalf,
or on behalf of the successors or assigns of Debtor, to adjust, compromise,
claim, collect and receive such proceeds and to give proper receipts and
acquittances therefor, subject to the terms hereof.

      TO HAVE AND TO HOLD the Mortgaged Property hereby granted or mortgaged or
intended to be granted or mortgaged, unto Mortgagee, and its successors, heirs
and assigns, upon the terms, provisions and conditions set forth herein.

      THIS MORTGAGE SHALL SECURE THE FOLLOWING INDEBTEDNESS AND
OBLIGATIONS (the "Obligations"):

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          (i) Payment of indebtedness evidenced by the Note together with all
      extensions, renewals, amendments and modifications thereof;

          (ii) Payment of all other indebtedness and performance of all other
      obligations and covenants of Debtor contained in any Loan Document,
      together with any other instrument given to evidence or further secure the
      payment and performance of any obligation secured hereby or thereby;

          (iii) Payment of all indebtedness and performance of all other
      obligations and covenants under any other agreement or instrument,
      including, without limitation, promissory notes and guaranties, between,
      among or by (1) Debtor (the "Debtor Entities"), and, or for the benefit
      of, (2) Mortgagee or any corporation, partnership, joint venture, limited
      liability company, association or other form of entity affiliated with
      Mortgagee (the "Mortgagee Entities"); provided, however, Obligations shall
      not include the payment of the indebtedness and the performance of the
      other obligations of Debtor pursuant to the Equipment Loan Agreement; and

          (iv) Payment of all other sums, with interest thereon, which may
      hereafter be owed by Debtor or its successors or assigns pursuant to the
      Loan Documents to Mortgagee or its successors or assigns.

      This Mortgage is a "Future Advance Mortgage" under Act No. 348 of Public
Acts of Michigan 1990. It is the intention of the parties hereto that the
Mortgaged Property shall secure all of the Obligations presently or hereafter
owed, and that the priority of the security interest created by this Mortgage
for all such Obligations shall be controlled by the time of proper recording of
this Mortgage. In addition, this Mortgage shall also secure unpaid balances of
advances made with respect to the Mortgaged Property for the payment of taxes,
assessments, insurance premiums, costs or any other advances incurred for the
protection of the Mortgaged Property, together with interest thereon until paid
at the rate provided for in Section 2.15 hereof, all as contemplated in this
Mortgage, all of which shall constitute a part of the Obligations. This
paragraph shall serve as notice to all persons who may seek or obtain a lien on
the Mortgaged Property subsequent to the date of recording of this Mortgage,
that until this Mortgage is released, any debt owed Mortgagee by Debtor,
including advances made subsequent to the recording of this Mortgage, shall be
secured with the priority afforded this Mortgage as recorded.

      IT IS HEREBY COVENANTED, DECLARED AND AGREED that the Note and the other
Loan Documents are to be executed, delivered and secured and that the Mortgaged
Property is to be held and disposed of by Mortgagee, upon and subject to the
provisions of this Mortgage.

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                                   ARTICLE I

                                 DEFINED TERMS

      Unless the context otherwise specifies or requires, the following terms
shall have the meanings specified (such definitions to be applicable equally to
singular and plural nouns and verbs of any tense):

      "Affiliate" means any Person controlling, controlled by or under common
control with any other Person. For purposes of this definition, "control"
(including "controlled by" and "under common control with") means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership or voting securities or otherwise.

      "Code" means the United States Bankruptcy Code, 11 U.S.C. ss.ss. 101 et
seq., as amended.

      "De Minimis Amounts" shall mean quantities of chemicals and products
containing Hazardous Materials in quantities customary and necessary for the
intended use of the Premises including but not limited to cleaning supplies,
insecticides, paints, paint removers, toner for copiers, etc.) provided such
use, storage or handling of such DeMinimis Amounts of Hazardous Materials are in
compliance with Environmental Laws.

      "Environmental Condition" means any condition with respect to soil,
surface waters, groundwaters, Premises, stream sediments, surface or subsurface
strata, ambient air and any environmental medium comprising or surrounding the
Premises, whether or not yet discovered, which could or does result in any
damage, loss, cost, expense, claim, demand, order or liability to or against
Debtor or FFCA by any third party (including, without limitation, any government
entity), including, without limitation, any condition resulting from the
operation of Debtor's business and/or the operation of the business of any other
property owner or operator in the vicinity of the Premises and/or any activity
or operation formerly conducted by any person or entity on or off the Premises.

      "Environmental Indemnity Agreement" means that certain Environmental
Indemnity Agreement dated as of the date of this Mortgage executed by Debtor for
the benefit of Mortgagee with respect to the Premises.

      "Environmental Laws" means any present and future federal, state and local
laws, statutes, ordinances, rules, regulations and the like, relating to
protection of human health or the environment, relating to Hazardous Materials,
relating to liability for or costs of Remediation or prevention of Releases or
relating to liability for or costs of other actual or threatened danger to human
health or the environment. "Environmental Laws" includes, but is not limited to,
the following statutes, as amended, any successor thereto, and any regulations
promulgated pursuant thereto, and any state or local statutes, ordinances,
rules, regulations and the like addressing similar

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issues: the Comprehensive Environmental Response, Compensation and Liability
Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous
Materials Transportation Act; the Resource Conservation and Recovery Act
(including but not limited to Subtitle I relating to underground storage tanks);
the Solid Waste Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic
Substances Control Act; the Safe Drinking Water Act; the Occupational Safety and
Health Act; the Federal Water Pollution Control Act; the Federal Insecticide,
Fungicide and Rodenticide Act; the Endangered Species Act; the National
Environmental Policy Act; and the River and Harbors Appropriation Act.
"Environmental Laws" also includes, but is not limited to, any present and
future federal, state and local laws, statutes, ordinances, rules, regulations
and the like: conditioning transfer of property upon a negative declaration or
other approval of a governmental authority of the environmental condition of the
property; requiring notification or disclosure of Releases or other
environmental condition of the Mortgaged Property to any governmental authority
or other person or entity, whether or not in connection with transfer of title
to or interest in property; imposing conditions or requirements in connection
with permits or other authorization for lawful activity.

      "Equipment Loan Agreement" means that certain Equipment Loan Agreement
dated as of the date of this Mortgage between Debtor and Mortgagee.

      "Hazardous Materials" means (i) any toxic substance or hazardous waste,
substance or related material, or any pollutant or contaminant; (ii) radon gas,
asbestos in any form which is or could become friable, urea formaldehyde foam
insulation, transformers or other equipment which contains dielectric fluid
containing levels of polychlorinated biphenyls in excess of federal, state or
local safety guidelines, whichever are more stringent, or any petroleum product;
(iii) any other substance, gas, material or chemical which is or may be defined
as or included in the definition of "hazardous substances," "toxic substances,"
"hazardous materials," hazardous wastes" or words of similar import under any
Environmental Laws.

      "Indemnified Parties" means Mortgagee and any person or entity who is or
will have been involved in the origination of the loan evidenced by the Note
(the "Loan"), any person or entity who is or will have been involved in the
servicing of the Loan, any person or entity in whose name the encumbrance
created by this Mortgage is or will have been recorded, persons and entities who
may hold or acquire or will have held a full or partial interest in the Loan
(including, but not limited to, investors in the securities contemplated by
Section 5.18, as well as custodians, trustees and other fiduciaries who hold or
have held a full or partial interest in the Loan for the benefit of third
parties), as well as the respective directors, officers, shareholders, partners,
members, employees, agents, servants, representatives, contractors,
subcontractors, affiliates, subsidiaries, participants, successors and assigns
of any and all of the foregoing (including but not limited to any other person
or entity who holds or acquires or will have held a participation or other full
or partial interest in the Loan or the Mortgaged Property, whether during the
term of the Loan or as a part of or following a foreclosure of the Loan and
including, but not limited to, any successors by merger, consolidation or
acquisition of all or a substantial portion of Mortgagee's assets and business).

      "Licensor" means Arby's, Inc., a Delaware corporation, or its successors.

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      "Loan Agreement" means the Loan Agreement dated as of even date herewith
between Debtor and Mortgagee.

      "Loan Documents" means this Mortgage, the Note, the Loan Agreement, the
Environmental Indemnity Agreement and such other notes, deeds of trust or
mortgages and other documents or instruments contemplated thereby, all as
amended and supplemented.

      "Losses" means any and all claims, suits, liabilities (including, without
limitation, strict liabilities), actions, proceedings, obligations, debts,
damages, losses, costs, expenses, diminutions in value, fines, penalties,
charges, fees, expenses, judgments, awards, amounts paid in settlement and
damages of whatever kind or nature (including, without limitation, attorneys'
fees and other costs of defense).

      "Note" means the promissory note dated as of even date herewith in the
amount of $803,019.00 executed by Debtor and payable to Mortgagee which is
secured by this Mortgage and any amendments, extensions or modifications
thereof.

      "Permitted Exceptions" shall have the meaning set forth in the Loan
Agreement, subject to the terms and provisions of Section 2.12 hereof.

      "Person" or "Persons" means, as the context requires, any individual,
corporation, trust, partnership, limited liability company, unincorporated
organization, governmental authority or any other form of entity.

      "Premises" means the parcel or parcels of real estate legally described on
Exhibit A attached hereto, and all buildings, fixtures and other improvements
now or hereafter located on the Land (whether or not affixed to the real
estate).

      "Release" means any presence, release, deposit, discharge, emission,
leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying,
escaping, dumping, disposing or other movement of Hazardous Materials.

      "Remediation" means any response, remedial, removal, or corrective action,
any activity to cleanup, detoxify, decontaminate, contain or otherwise remediate
any Hazardous Material, any actions to prevent, cure or mitigate any Release,
any action to comply with any Environmental Laws or with any permits issued
pursuant thereto, any inspection, investigation, study, monitoring, assessment,
audit, sampling and testing, laboratory or other analysis, or any evaluation
relating to any Hazardous Materials.

      "Restoration" means the restoration, replacement or rebuilding of the
Premises, or any part thereof, as nearly as possible to its value, condition and
character immediately prior to any damage, destruction or Taking (as defined in
Section 3.01 hereof).

<PAGE>

      "State" means the State of Michigan.

                                  ARTICLE II

                        REPRESENTATIONS, WARRANTIES AND
                              COVENANTS OF DEBTOR

      Debtor hereby represents, warrants, covenants and agrees as follows until
this Mortgage has been discharged:

      Section 2.01. Payment of the Note. Debtor shall punctually pay, or cause
to be paid, the principal, interest and all other sums to become due in respect
of the Note and the Loan Documents in accordance with the Note and the Loan
Documents.

      Section 2.02. Title to the Mortgaged Property. Debtor has good and
marketable fee simple title to the Mortgaged Property, free and clear of all
liens, encumbrances, charges and other exceptions to title, except Permitted
Exceptions. Debtor has and shall have full power and lawful authority to grant
the Mortgaged Property to Mortgagee in the manner and form herein done or
intended, preserve its title to its interest in the Mortgaged Property, subject
only to Permitted Exceptions, and forever warrant and defend the same to
Mortgagee against the claims of all persons. This Mortgage constitutes a valid
first lien upon and security interest in the Mortgaged Property.

      Section 2.03. Organization and Status of Debtor; Enforceability. (a)
Debtor has been duly incorporated, is validly existing and in good standing
under the laws of its state of incorporation and is qualified as a foreign
corporation to do business in any jurisdiction where such qualification is
required. Debtor is not a "foreign corporation", "foreign partnership", "foreign
trust" or "foreign estate", as those terms are defined in the Internal Revenue
Code and the regulations promulgated thereunder. Debtor's United States tax
identification number is correctly set forth on the signature page of this
Mortgage. The persons who have executed this Mortgage on behalf of Debtor are
duly authorized to do so.

      (b) This Mortgage constitutes the legal, valid and binding obligation of
Debtor, enforceable against Debtor in accordance with its terms.

      Section 2.04. Litigation; Absence of Breaches or Defaults. (a) There are
no suits, actions, proceedings or investigations pending, or to Debtor's
knowledge, threatened against or involving Debtor before any court, arbitrator,
or administrative or governmental body which might reasonably result in any
material adverse change in the contemplated business, condition, worth or
operations of Debtor or the Mortgaged Property.

      (b) Debtor is not, and the execution, delivery and performance of this
Mortgage and the documents, instruments and agreements provided for herein will
not result, in any breach of or default under any other document, instrument or
agreement to which Debtor is a party or by which

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Debtor, the Mortgaged Property or any of Debtor's property is subject or bound.

      Section 2.05. Licensor Provisions; Licenses and Permits. (a) Debtor has
entered into a franchise or license agreement with Licensor for conduct of the
business at the Mortgaged Property. Such franchise or license agreement is
valid, binding and in full force and effect, permits Debtor to operate a
Licensor's restaurant on the Mortgaged Property and has a term which will not
expire prior to the scheduled maturity date of the Note.

      (b) Debtor has obtained all required licenses and permits, both
governmental and private, to use and operate the Mortgaged Property in the
intended manner.

      Section 2.06. Financial Condition; Information Provided to Mortgagee. The
financial statements, all financial data and all other documents and information
heretofore delivered to Mortgagee by or with respect to Debtor and/or the
Mortgaged Property in connection with this Mortgage and/or relating to Debtor
and/or the Mortgaged Property are true, correct and complete in all material
respects, and there have been no amendments to such financial statements,
financial data and other documents and information since the date such financial
statements, financial data, documents and other information were prepared or
delivered to Mortgagee, and no material adverse change has occurred to any such
financial statements, financial data, documents and other information not
disclosed in writing to Mortgagee.

      Section 2.07. Recording. Debtor shall, upon the execution and delivery
hereof and thereafter from time to time, take such actions as Mortgagee may
reasonably request to cause this Mortgage, each supplement and amendment to such
instrument and financing statements with respect thereto and each instrument of
further assurance (collectively, the "Recordable Documents") to be filed,
registered and recorded as may be required by law to publish notice and maintain
the first security interest hereof upon the Mortgaged Property and to publish
notice of and protect the validity of the Recordable Documents. Debtor shall,
from time to time, perform or cause to be performed any other act and shall
execute or cause to be executed any and all further instruments (including
financing statements, continuation statements and similar statements with
respect to any of said documents) requested by Mortgagee for carrying out the
intention of, or facilitating the performance of, this Mortgage. If Debtor shall
fail to comply with this Section, Mortgagee shall be and is hereby irrevocably
appointed the agent and attorney-in-fact of Debtor to comply therewith
(including the execution, delivery and filing of such financing statements and
other instruments), which appointment is coupled with an interest, but this
sentence shall not prevent any default in the observance of this Section from
constituting an Event of Default. To the extent permitted by law, Debtor shall
pay or cause to be paid recording taxes and fees incident thereto and all
expenses, taxes and other governmental charges incident to or in connection with
the preparation, execution, delivery or acknowledgment of the Recordable
Documents, any instruments of further assurance and the Note.

      Section 2.08. Use; Maintenance and Repair. (a) Except as otherwise may be
permitted by the terms of Subsection 2.16.C below, Debtor shall use the
Mortgaged Property solely for the operation of a restaurant in accordance with a
license agreement with Licensor and for no other

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purpose. Except as set forth below, Debtor shall at all times while this
Mortgage is in effect occupy the Mortgaged Property and diligently operate its
business on the Mortgaged Property. Debtor may cease diligent operation of
business for a period not to exceed 90 days and may do so only once within any
five-year period while this Mortgage is in effect. If Debtor does discontinue
operation pursuant to this Section, Debtor shall (i) give written notice to
Mortgagee 60 days prior to the day Debtor ceases operation, (ii) provide
adequate protection and maintenance of the Mortgaged Property during any period
of vacancy and (iii) pay all costs necessary to restore the Mortgaged Property
to their condition on the day operation of the business ceased at such time as
the Mortgaged Property is reopened for Debtor's business operations or other
substituted use. Notwithstanding anything herein to the contrary, Debtor shall
pay monthly the principal and interest due under the Note during any period in
which Debtor discontinues operation.

      Debtor shall not, by itself or through any lease or other type of
transfer, convert the Premises to an alternative use while this Mortgage is in
effect without Mortgagee's consent, which consent shall not be unreasonably
withheld or delayed. Mortgagee may consider any or all of the following in
determining whether to grant its consent, without being deemed to be
unreasonable: (i) whether the converted use will be consistent with the highest
and best use of the Mortgaged Property, and (ii) whether the converted use will
increase Mortgagee's risks or decrease the value of the Mortgaged Property.

      (b) Debtor shall (i) maintain the Mortgaged Property in good condition and
repair, subject to reasonable and ordinary wear and tear, free from actual or
constructive waste, (ii) operate, remodel, update and modernize the Mortgaged
Property in accordance with those standards adopted from time to time by
Licensor on a system-wide basis for Licensor restaurants, with such remodeling
and modernizing being undertaken in accordance with Licensor's system-wide
timing schedules for such activities, and (iii) pay all operating costs of the
Premises in the ordinary course of business.

      Section 2.09. Compliance With Laws. (a) Debtor's use and occupation of the
Mortgaged Property, and the condition thereof, including, without limitation,
any Restoration, shall, at Debtor's sole cost and expense, comply in all
material respects with all applicable statutes, regulations, rules, ordinances,
codes, licenses, permits, orders and approvals of any governmental agencies,
departments, commissions, bureaus, boards or instrumentalities of the United
States, the State and all political subdivisions thereof, including, without
limitation, all health, building, fire, safety and other codes, ordinances and
requirements and all applicable standards of the National Board of Fire
Underwriters ("Applicable Regulations"), where the failure to so comply might
reasonably be expected to result in a material adverse effect on the Mortgaged
Property or the business, operations, assets or financial condition of Debtor.

      (b) Without limiting the generality of the other provisions of this
Section, Debtor agrees that it shall be responsible for complying in all
material respects with the Americans with Disabilities Act of 1990, as such act
may be amended from time to time, and all regulations promulgated thereunder
(collectively, the "ADA"), as it affects the Mortgaged Property, including,
without limitation, making required "readily achievable" changes to remove any
architectural or

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communications barriers, and providing auxiliary aides and services within the
Mortgaged Property, where the failure to so comply might reasonably be expected
to result in a material adverse effect on the Mortgaged Property or the
business, operations, assets or financial condition of Debtor. Debtor further
agrees that any and all alterations made to the Mortgaged Property while this
Mortgage is in effect will comply in all material respects with the requirements
of the ADA, where the failure to so comply might reasonably be expected to
result in a material adverse effect on the Mortgaged Property or the business,
operations, assets or financial condition of Debtor. All plans for alterations
which must be submitted to Mortgagee under the provisions of Section 2.10 must
include a statement from a licensed Architect or Engineer certifying that they
have reviewed the plans, and that the plans comply in all material respects with
all applicable provisions of the ADA. Any subsequent approval or consent to the
plans by the Mortgagee shall not be deemed to be a representation on Mortgagee's
part that the plans comply with the ADA, which obligation shall remain with
Debtor. Debtor agrees that it will defend, indemnify and hold harmless Mortgagee
and Mortgagee's shareholders, directors, officers, agents, attorneys and
employees from and against any and all claims, demands, causes of action, suits,
proceedings, liabilities, damages (including consequential and punitive
damages), losses, costs and expenses, including attorneys' fees, caused by,
incurred or resulting from Debtor's failure to comply with its obligations under
this Section.

      (c) In addition to the other requirements of this Section, Debtor shall,
at all times while this Mortgage is in effect, comply with all federal, state or
local statutes, laws, rules, regulations, ordinances, codes, policies or rules
of common law now or hereafter in effect and in each case, as amended, and any
judicial or administrative interpretation thereof, including any judicial order,
consent, decree or judgment, applicable to Debtor relating to the Mortgaged
Property and the use thereof.

      (d) To Debtor's knowledge, the Mortgaged Property and Debtor are not in
violation of or subject to any existing, pending or threatened investigation or
inquiry by any governmental authority or to any remedial obligations under any
Environmental Laws, where such violation, investigation, inquiry or obligations
might reasonably be expected to result in a material adverse effect on Debtor or
the Mortgaged Property, or any portion thereof, and this representation and
warranty would continue to be true and correct following disclosure to the
applicable governmental authorities of all relevant facts, conditions and
circumstances, if any, pertaining to the Mortgaged Property. If any such
investigation or inquiry is subsequently initiated, Debtor will promptly notify
Mortgagee.

      (e) Debtor has obtained any permits, licenses or similar authorizations
that are necessary to construct, occupy, operate or use any buildings,
improvements, fixtures and equipment forming a part of the Mortgaged Property in
compliance with Environmental Laws.

      (f) To Debtor's knowledge, and except as set forth in Exhibit D of the
Loan Agreement: (i) no Hazardous Materials have been disposed of or otherwise
Released on or about the Mortgaged Property causing or resulting in an
Environmental Condition; (ii) the Mortgaged Property does not contain Hazardous
Materials or underground storage tanks except in compliance

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with Environmental Laws; (iii) there is no Release migrating to the Mortgaged
Property from adjacent properties that would cause or result in an Environmental
Condition; (iv) there is no past or present non-compliance with Environmental
Laws, or with permits issued pursuant thereto, in connection with the Mortgaged
Property; (v) Debtor does not know of, and has not received, any written or oral
notice or other communication from any person or entity (including but not
limited to a governmental entity) relating to Hazardous Materials or Remediation
thereof, of possible liability of any person or entity pursuant to any
Environmental Law, other Environmental Conditions in connection with the
Mortgaged Property, or any actual or potential administrative or judicial
proceedings in connection with any of the foregoing; and (vi) Debtor has
truthfully and fully provided to Mortgagee, in writing, any and all information
relating to Environmental Conditions in, on, under or from the Mortgaged
Property that is known to Debtor and that is contained in Debtor's files and
records, including but not limited to any reports relating to Hazardous
Materials in, on, under or from the Mortgaged Property and/or to Environmental
Conditions of the Mortgaged Property.

      (g) Debtor covenants and agrees that: (i) all uses and operations on or of
the Mortgaged Property, whether by Debtor or any other person or entity, shall
be in material compliance with all Environmental Laws and permits issued
pursuant thereto; (ii) Debtor shall immediately notify Mortgagee of any Release
that exceeds a reportable quantity and shall take Remedial Action required by
Environmental Law to abate such Release; (iii) Debtor shall not use, store,
generate, transport or otherwise handle any Hazardous Materials at the Mortgaged
Property, except in De Minimis Amounts; (iv) Debtor shall keep the Mortgaged
Property free and clear of all liens and other encumbrances imposed pursuant to
any Environmental Law, whether due to any act or omission of Debtor or any other
person or entity (the "Environmental Liens") provided, however, that Debtor
shall have the right, at its own cost and expense, to contest, object or appeal
by appropriate legal proceeding the validity of such liens. The commencement of
such legal proceedings shall suspend Debtor's obligation to eliminate the
Environmental Lien, provided Debtor shall have furnished Mortgagee with such
financial assurances and protections in favor of Mortgagee and the Mortgaged
Property as Mortgagee shall request, including, without limitation, the posting
of bonds in form and amount acceptable to Mortgagee; (v) Debtor shall, at its
sole cost and expense, fully and expeditiously cooperate in all activities
pursuant to subsection (h) below, including but not limited to providing all
relevant information and making knowledgeable persons available for interviews;
(vi) in the event that Mortgagee has reason to believe that an Environmental
Condition may exist on the Mortgaged Property, or, upon and following an Event
of Default hereunder, if Mortgagee shall have another reasonable basis for
requiring it, Debtor shall, at its sole cost and expense, perform any
environmental site assessment or other investigation of such Environmental
Condition, pursuant to any reasonable written request of Mortgagee (including
but not limited to sampling, testing and analysis of soil, water, air, building
materials and other materials and substances whether solid, liquid or gas), and
share with Mortgagee the reports and other results thereof, and Mortgagee and
other Indemnified Parties (as defined below) shall be entitled to rely on such
reports and other results thereof provided Mortgagee and other Indemnified
Parties shall not disclose the results of such assessment or investigation to
any governmental authority or third party except where required by law and, in
such event, shall give Debtor prior written notice of its intent to disclose the
results and shall consult with Debtor

<PAGE>

regarding the form, substance and timing of any such disclosure; (vii) Debtor
shall, at its sole cost and expense, comply with all reasonable written requests
of Mortgagee to (1) reasonably effectuate Remediation of any condition
(including but not limited to a Release) in, on, under or from the Mortgaged
Property; (2) comply with any Environmental Law; (3) comply with any directive
from any governmental authority; and (4) take any other reasonable action
necessary or appropriate for protection of human health or the environment;
(viii) Debtor shall not do or allow any tenant or other user of the Mortgaged
Property to do any act that materially increases the dangers to human health or
the environment, poses an unreasonable risk of harm to any person or entity
(whether on or off the Mortgaged Property), impairs or may impair the value of
the Mortgaged Property, is contrary to any requirement of any insurer,
constitutes a public or private nuisance, constitutes waste, or violates any
covenant, condition, agreement or easement applicable to the Mortgaged Property;
and (ix) Debtor shall immediately notify Mortgagee in writing of (A) any
presence of Releases or threatened Releases that exceed a reportable quantity at
the Mortgaged Property; (B) any material non-compliance with any Environmental
Laws related in any way to the Mortgaged Property; (C) any actual or potential
Environmental Lien; (D) any required or proposed Remediation of Environmental
Conditions relating to the Mortgaged Property; and (E) any written or oral
notice or other communication which Debtor becomes aware from any source
whatsoever (including but not limited to a governmental entity) relating in any
way to Hazardous Materials or Remediation thereof, possible liability of any
person or entity pursuant to any Environmental Law, other Environmental
Conditions in connection with the Mortgaged Property, or any actual or potential
administrative or judicial proceedings in connection with anything referred to
in this Section.

      (h) In the event that Mortgagee has reason to believe that an
Environmental Condition may exist on the Mortgaged Property, or, upon and
following an Event of Default hereunder (after the expiration of any applicable
cure or grace period), if Mortgagee shall have another reasonable basis for
requiring or performing it, Mortgagee and any other person or entity designated
by Mortgagee, including but not limited to any receiver and any environmental
consultant, shall have the right, but not the obligation, to enter upon the
Mortgaged Property at all reasonable times and after reasonable notice (except
in emergencies, in which case entry may be made at any time) to assess any and
all aspects of any Environmental Condition, including but not limited to
conducting any environmental assessment or audit (the scope of which shall be
determined in Mortgagee's sole and absolute discretion) and taking samples of
soil, groundwater or other water or air samples, and conducting other invasive
testing ("Inspection"); provided, however, that Mortgagee shall be responsible
at its sole cost and expense for restoring the Mortgaged Property following
completion of the Inspection to substantially the same condition that existed
before Mortgagee's entry and that the Inspection is done in a manner that
minimizes the disruption to Debtor's business. Debtor shall have the right to
have a representative accompany the environmental consultant performing the
Inspection and shall have the right to receive split samples of any soil samples
collected as part of the Inspection. Mortgagee agrees that the results of the
environmental assessment shall not be disclosed to any governmental authority or
third party except where required by law. Mortgagee shall give Debtor prior
written notice of its intent to disclose the results of any Inspection to a
governmental authority or third party and shall consult with Debtor regarding
the form, substance and timing of any such disclosure. Debtor shall cooperate
with and provide access to Mortgagee

<PAGE>

and any such person or entity designated by Mortgagee.

      (i) Debtor shall, at its sole cost and expense, protect, defend,
indemnify, release and hold harmless the Indemnified Parties from and against
any and all Losses (excluding Losses arising out of Mortgagee's gross negligence
or wilful misconduct) and costs of Remediation (whether or not performed
voluntarily), reasonable engineers' fees and environmental consultants' fees,
and costs of investigation (including but not limited to sampling, testing, and
analysis of soil, water, air, building materials and other materials and
substances whether solid, liquid or gas) imposed upon or incurred by or asserted
against any Indemnified Parties, and directly or indirectly arising out of or in
any way relating to any one or more of the following: (i) any presence of any
Hazardous Materials in, on, above, or under the Mortgaged Property in excess of
DeMinimis Amounts; (ii) any past, present or threatened Release in, on, above,
under or from the Mortgaged Property; (iii) any activity by Debtor, any person
or entity affiliated with Debtor or any tenant or other user of the Mortgaged
Property in connection with any actual, proposed or threatened use, treatment,
storage, holding, existence, disposition or other Release, generation,
production, manufacturing, processing, refining, control, management, abatement,
removal, handling, transportation to or from the Mortgaged Property of any
Hazardous Materials at any time located in, under, on or above the Mortgaged
Property; (iv) any activity by Debtor, any person or entity affiliated with
Debtor or any tenant or other user of the Mortgaged Property in connection with
any actual or proposed Remediation of any Hazardous Materials at any time
located in, under, on or above the Mortgaged Property, whether or not such
Remediation is voluntary or pursuant to court or administrative order, including
but not limited to any removal, remedial or corrective action; (v) any past,
present or threatened non-compliance or violations of any Environmental Laws (or
permits issued pursuant to any Environmental Laws) in connection with the
Mortgaged Property or operations thereon, including but not limited to any
failure by Debtor, any person or entity affiliated with Debtor or any tenant or
other user of the Mortgaged Property to comply with any order of any
governmental authority in connection with any Environmental Laws; (vi) the
imposition, recording or filing or the threatened imposition, recording or
filing of any Environmental Lien encumbering the Mortgaged Property; (vii) any
administrative processes or proceedings or judicial proceedings in any way
connected with any matter addressed in this Section; (viii) any past, present or
threatened injury to, destruction of or loss of natural resources in any way
connected with the Mortgaged Property, including but not limited to costs to
investigate and assess such injury, destruction or loss; (ix) any acts of Debtor
or other users of the Mortgaged Property in arranging for disposal or treatment,
or arranging with a transporter for transport for disposal or treatment, of
Hazardous Materials owned or possessed by such Debtor or other users, at any
facility or incineration vessel owned or operated by another person or entity
and containing such or similar Hazardous Materials; (x) any acts of Debtor or
other users of the Mortgaged Property, in accepting any Hazardous Materials for
transport to disposal or treatment facilities, incineration vessels or sites
selected by Debtor or such other users, from which there is a Release, or a
threatened Release of any Hazardous Material which causes the incurrence of
costs for Remediation; (xi) any personal injury, wrongful death, or property
damage arising under any statutory or common law or tort law theory caused by or
resulting from an Environmental Condition, including but not limited to damages
assessed for the maintenance of a private or public nuisance or for the
conducting of an abnormally dangerous activity on or near the Mortgaged
Property; and (xii) any material misrepresentation or inaccuracy

<PAGE>

in any representation or warranty or material breach or failure to perform any
covenants or other obligations pursuant to this Section.

      (j) The obligations of Debtor and the rights and remedies of Mortgagee set
forth in this Section are independent from those of Debtor pursuant to the
Environmental Indemnity Agreement. Furthermore, such obligations of Debtor and
rights and remedies of Mortgagee shall survive the termination, expiration
and/or release of the Loan Agreement, the Note, the other Loan Documents, the
Environmental Indemnity Agreement and/or the judicial or nonjudicial foreclosure
of this Mortgage by Mortgagee or the delivery of a deed-in-lieu of foreclosure
for the Premises by Debtor to Mortgagee.

      Section 2.10. Alterations and Improvements. Debtor shall not alter the
exterior, structural, plumbing or electrical elements of the Mortgaged Property
in any manner without the consent of Mortgagee, which consent shall not be
unreasonably withheld, delayed or conditioned; provided, however, Debtor may
undertake nonstructural alterations to the Mortgaged Property costing less than
$100,000.00 without Mortgagee's consent. If Mortgagee consents to the making of
any such alterations, the same shall be made by Debtor at Debtor's sole expense
by a licensed contractor and according to plans and specifications approved by
Mortgagee and subject to such other reasonable conditions as Mortgagee shall
require. Any work at any time commenced by Debtor on the Mortgaged Property
shall be prosecuted diligently to completion, shall be of good workmanship and
materials and shall comply fully with all the terms of this Mortgage. Upon
completion of any alterations or any Restoration, Debtor shall promptly provide
Mortgagee with (i) reasonable evidence of full payment to all laborers and
materialmen contributing to the alterations, (ii) a certificate from Debtor
certifying that the alterations have been completed in conformity with the plans
and specifications, (iii) a certificate of occupancy, if required by applicable
law, and (iv) any other documents or information reasonably requested by
Mortgagee.

      Section 2.11. After-Acquired Property. All right, title and interest of
Debtor in and to all improvements, alterations, substitutions, restorations and
replacements of, and all additions and appurtenances to, the Mortgaged Property,
hereafter acquired by or released to Debtor, immediately upon such acquisition
or release and without any further granting by Debtor, shall become part of the
Mortgaged Property and shall be subject to the lien hereof fully, completely and
with the same effect as though now owned by Debtor and specifically described in
the Granting Clauses hereof. Debtor shall execute and deliver to Mortgagee any
further assurances, mortgages, grants, conveyances or assignments thereof as the
Mortgagee may reasonably require to subject the same to the lien hereof.

      Section 2.12. Taxes. (a) Debtor shall do or cause to be done everything
necessary to preserve the lien hereof without expense to Mortgagee, including,
without limitation, paying and discharging or causing to be paid and discharged,
whether or not payable directly by Debtor or subject to withholding at the
source, (i) all taxes, assessments, levies, fees, water and sewer rents and
charges and all other governmental charges, general, special, ordinary or
extraordinary, and all charges for utility or communications services, which may
at any time be assessed, levied or imposed upon Debtor, the Mortgaged Property,
this Mortgage, the Obligations or the revenues,

<PAGE>

rents, issues, income and profits of the Mortgaged Property or which may arise
in respect of the occupancy, use, possession or operation thereof, (ii) all
income, excess profits, sales, gross receipts and other taxes, duties or
imposts, whether similar or not in nature, assessed, levied or imposed by any
governmental authority on Debtor, the Mortgaged Property or the revenues, rents,
issues, income and profits of the Mortgaged Property (iii) all lawful claims and
demands of mechanics, laborers, materialmen and others which, if unpaid, might
create a lien on the Mortgaged Property, or on the revenues, rents, issues,
income and profits of the Mortgaged Property, unless Debtor shall contest the
amount or validity thereof in accordance with subsection (b). Notwithstanding
the foregoing, Debtor shall not be in breach or default under this Subsection
2.12 for failing or refusing to pay or discharge any claims or liens of
mechanics, laborers, materialmen and others where (and only where) such
claimants have a legal right under applicable laws to assert or impose a claim
or lien against the Mortgaged Property prior to the time that amounts owing to
such claimants become due or payable, so long as Debtor shall pay and discharge
any and all such claims or liens (AA) no later than the date on which the
amounts owing relative to such claims and liens become due and payable (and in
any event before such amounts become past due or are declared to be past due by
such claimants), and (BB) before such claimants commence legal proceedings (in
any form or forum) to foreclose such claims or liens or to otherwise enforce
such claimants' rights and remedies with respect to such claims or liens.

      (b) Debtor may, at its own expense, contest or cause to be contested (in
the case of any item involving more than $1000.00, upon written notice to
Mortgagee), by appropriate legal proceedings conducted in good faith and with
due diligence, the amount or validity or application, in whole or in part, of
any item specified in subsection (a) or lien therefor, provided that (i) neither
the Mortgaged Property nor any interest therein would be in any danger of being
sold, forfeited or lost by reason of such proceedings, (ii) Debtor shall have
adequate reserves for the payment of the taxes, together with all interest and
penalties thereon, unless paid in full under protest, and (iii) Debtor shall
have furnished the security as may be required in the proceeding to insure
payment of any contested taxes.

      Section 2.13. Insurance. (a) Debtor shall maintain with respect to the
Mortgaged Property, at its sole expense, the following types and amounts of
insurance (which may be included under a blanket insurance policy if all the
other terms hereof are satisfied), in addition to such other insurance as
Mortgagee may reasonably require from time to time:

            (i) Insurance against loss, damage or destruction by fire and other
      casualty, including theft, vandalism and malicious mischief, flood (if the
      Premises are in a location designated by the Federal Secretary of Housing
      and Urban Development as a flood hazard area), earthquake (if the Premises
      are in an area subject to destructive earthquakes within recorded
      history), boiler explosion (if there is any boiler upon the Premises),
      plate glass breakage, sprinkler damage (if the Premises have a sprinkler
      system), all matters covered by a standard extended coverage endorsement,
      special coverage endorsement commonly known as an "all risk" endorsement
      and such other risks as Mortgagee may reasonably require, insuring the
      Mortgaged Property for not less than 100% of their full insurable
      replacement cost.

<PAGE>

            (ii) Comprehensive general liability and property damage insurance,
      including a products liability clause, covering Mortgagee and Debtor
      against bodily injury liability, property damage liability and automobile
      bodily injury and property damage liability, including without limitation
      any liability arising out of the ownership, maintenance, repair, condition
      or operation of the Mortgaged Property or adjoining ways, streets or
      sidewalks and, if applicable, insurance covering Mortgagee, against
      liability arising from the sale of liquor, beer or wine on the Premises.
      Such insurance policy or policies shall contain a broad form contractual
      liability endorsement under which the insurer agrees to insure Debtor's
      obligations under Section 5.16 hereof to the extent insurable, and a
      "severability of interest" clause or endorsement which precludes the
      insurer from denying the claim of either Debtor or Mortgagee because of
      the negligence or other acts of the other, shall be in amounts of not less
      than $1,000,000.00 per injury and occurrence with respect to any insured
      liability, for personal injury and not less than $500,000.00 per
      occurrence for property damage, or such higher limits as Mortgagee may
      reasonably require from time to time, and shall be of form and substance
      satisfactory to Mortgagee.

      (b) Business interruption insurance equal to 100% of the principal and
interest payable under the Note for a period of not less than six months.

      (c) State Worker's compensation insurance in the statutorily mandated
limits, employer's liability insurance with limits not less than $500,000 or
such greater amount as Mortgagee may from time to time reasonably require and
such other insurance as may be necessary to comply with applicable laws.

      All insurance policies shall:

            (i) Provide for a waiver of subrogation by the insurer as to claims
      against Mortgagee, its employees and agents;

            (ii) Provide that such insurance cannot be unreasonably cancelled,
      invalidated or suspended on account of the negligence of Debtor, its
      officers, directors, employees or agents;

            (iii) Provide that any "no other insurance" clause in the insurance
      policy shall exclude any policies of insurance maintained by Mortgagee and
      that the insurance policy shall not be brought into contribution with
      insurance maintained by Mortgagee;

            (iv) Contain a standard without contribution mortgage clause
      endorsement in favor of Mortgagee and any other lender designated by
      Mortgagee;

            (v) Provide that the policy of insurance shall not be terminated,
      cancelled or substantially modified without at least thirty (30) days'
      prior written notice to Mortgagee and to any lender covered by any
      standard mortgage clause endorsement;

<PAGE>

            (vi) Provide that the insurer shall not have the option to restore
      the Premises if Mortgagee elects to terminate this Mortgage in accordance
      with the terms hereof;

            (vii) Be issued by insurance companies licensed to do business in
      the state in which the Premises is located and which are rated A:VI or
      better by Best's Insurance Guide or otherwise approved by Mortgagee; and

            (viii) Provide that the insurer shall not deny a claim because of
      the negligence of Debtor.

      It is expressly understood and agreed that the foregoing minimum limits of
insurance coverage shall not limit the liability of Debtor for its acts or
omissions as provided in this Mortgage. All insurance policies (with the
exception of worker's compensation insurance to the extent not available under
statutory law) shall designate Mortgagee as additional insured as its interests
may appear and shall be payable as set forth in Article III hereof. All such
policies shall be written as primary policies, with deductibles not to exceed
10% of the amount of coverage. Any other policies, including any policy now or
hereafter carried by Mortgagee, shall serve as excess coverage. Debtor shall
procure policies for all insurance for periods of not less than one year and
shall provide to Mortgagee certificates of insurance or, upon Mortgagee's
request, duplicate originals of insurance policies evidencing that insurance
satisfying the requirements of this Mortgage is in effect at all times.

      Section 2.14. Impound Account. Nonpayment of any taxes or other sums to be
paid by Debtor pursuant to Section 2.12 (after taking into consideration
Debtor's right to contest as set forth in Section 2.12(b)) and nonpayment of any
insurance premium to be paid by Debtor pursuant to Section 2.13 shall constitute
waste, and shall entitle Mortgagee to exercise the remedies afforded by Section
600.2927 of the Michigan Revised Judicature Act of 1961, as now or hereafter
amended, and by any other statute of law now or hereafter in effect, including
appointment of a receiver, to which appointment Debtor consents. Upon the
occurrence of an Event of Default (after the expiration of any applicable grace
and cure period) under this Mortgage or any other Loan Document, Mortgagee may
require Debtor to pay to Mortgagee sums which will provide an impound account
(which shall not be deemed a trust fund) for paying up to the next one year of
taxes, assessments and/or insurance premiums. Upon such requirement, Mortgagee
will estimate the amounts needed for such purposes and will notify Debtor to pay
the same to Mortgagee in equal monthly installments, as nearly as practicable,
in addition to all other sums due under this Mortgage. Should additional funds
be required at any time, Debtor shall pay the same to Mortgagee on demand.
Debtor shall advise Mortgagee of all taxes and insurance bills which are due and
shall cooperate fully with Mortgagee in assuring that the same are paid.
Mortgagee may deposit all impounded funds in accounts insured by any federal or
state agency and may commingle such funds with other funds and accounts of
Mortgagee. Interest or other gains from such funds, if any, shall be the sole
property of Mortgagee. In the event of any default by Debtor, Mortgagee may
apply all impounded funds against any sums due from Debtor to Mortgagee.
Mortgagee shall give to Debtor an annual accounting (or, upon reasonable request
of Debtor from time to time)

<PAGE>

showing all credits and debits to and from such impounded funds received from
Debtor.

      Section 2.15. Advances by Mortgagee. Upon the occurrence of an Event of
Default (after the expiration of any applicable grace and cure period),
Mortgagee may make advances to perform any of the covenants contained in this
Mortgage on Debtor's behalf, and all sums so advanced shall be secured hereby
prior to the Note. Debtor shall repay on demand all sums so advanced with
interest thereon at the rate of 4% per annum above the rate of interest stated
in the Note (or the highest rate permitted by law, whichever is less), such
interest to be computed from and including the date of the making of such
advance to and including the date of such repayment.

      Section 2.16. Negative Covenants. A. Debtor agrees that Debtor shall not,
without the prior written consent of Mortgagee, which consent shall not be
unreasonably withheld or delayed, sell, convey, mortgage, grant, bargain,
encumber (other than the Permitted Exceptions), pledge, assign, or otherwise
transfer the Mortgaged Property or any part thereof or permit the Mortgaged
Property or any part thereof to be sold, conveyed, mortgaged, granted,
bargained, encumbered (other than the Permitted Exceptions), pledged, assigned,
or otherwise transferred. A sale, conveyance, mortgage, grant, bargain,
encumbrance, pledge, assignment, or transfer within the meaning of this Section
shall be deemed to include, but not limited to, (a) an installment sales
agreement wherein Debtor agrees to sell the Mortgaged Property or any part
thereof for a price to be paid in installments; (b) except as otherwise
specifically provided in this Section 2.16, an agreement by Debtor leasing all
or any part of the Mortgaged Property or a sale, assignment or other transfer
of, or the grant of a security interest (other than the Permitted Exceptions)
in, Debtor's right, title and interest in and to any Leases or any Rents; or (c)
if Debtor is a corporation, any merger, by or with such corporation (where the
surviving corporation is not Debtor), or the voluntary or involuntary sale or
transfer of such corporation's stock where such stock is sold or transferred at
less than the fair market value of such stock, or the repurchase by Debtor of
its corporation's stock from I.C.H. Corporation, or any transferee of or
successor to I.C.H. Corporation. For purposes of the preceding sentence, the
fair market value of such stock shall be determined by a regionally- or
nationally-recognized investment banking firm selected by Debtor and reasonably
acceptable to Mortgagee. Notwithstanding the foregoing, a transfer by devise or
descent or by operation of law upon the death of a stockholder of Debtor shall
not be deemed to be a sale, conveyance, mortgage, grant, bargain, encumbrance,
pledge, assignment, or transfer within the meaning of this Section.

      B. Notwithstanding the foregoing, Debtor shall have the right to sell,
convey or otherwise transfer the Mortgaged Property to an Affiliate of Debtor
after prior notice of such transfer is given to Mortgagee, provided that (i) the
use and occupancy of the Mortgaged Property by such transferee shall be in
compliance with the terms and conditions of this Mortgage, (ii) Debtor shall not
be released from or of any of Debtor's duties, obligations or liabilities
arising under this Mortgage, (iii) Debtor shall cause such transferee to provide
Mortgagee with such information as Mortgagee shall reasonably require in order
to determine compliance with the Fixed Charge Coverage Ratio requirements set
forth in the Loan Agreement, and (iv) Debtor (at Debtor's cost) shall provide
Mortgagee with a title endorsement (in form and substance reasonably acceptable
to Mortgagee) to Mortgagee's lender's policy issued in connection with the
consummation of the

<PAGE>

transaction contemplated by the Loan Agreement, insuring that the lien,
including the priority of the lien, of this Mortgage shall not be affected by
such transfer.

      C. Mortgagee shall not unreasonably withhold its consent to the leasing of
the Mortgaged Property by Debtor to a franchisee or licensee approved by
Licensor, or to a franchisee or franchisor of a nationally- or
regionally-recognized franchised restaurant chain, provided that (i) the use and
occupancy of the Mortgaged Property by such lessee shall be in compliance with
the terms and conditions of this Mortgage and in compliance with all covenants,
conditions and restrictions of record affecting the Mortgaged Property, (ii)
Debtor shall not be released from or of any of Debtor's duties, obligations or
liabilities arising under this Mortgage, (iii) Mortgagee shall have approved the
form and substance of the lease between Debtor and such lessee, which consent
shall not be unreasonably withheld or delayed, and (iv) Debtor shall cause such
lessee to provide Mortgagee with such information as Mortgagee shall reasonably
require in order to determine compliance with the Fixed Charge Coverage Ratio
requirements set forth in the Loan Agreement.

      D. Mortgagee reserves the right to condition the consent required
hereunder upon a modification of the terms hereof and on assumption of the Note,
this Mortgage and the other Loan Documents as so modified by the proposed
transferee, payment of all of Mortgagee's reasonable and actual expenses
incurred in connection with such transfer, the proposed transferee's continued
compliance with the covenants set forth in this Mortgage, or such other
conditions as Mortgagee shall determine in its sole discretion to be in the
interest of Mortgagee. Mortgagee shall not be required to demonstrate any actual
impairment of its security or any increased risk of default hereunder in order
to declare the Obligations immediately due and payable upon Debtor's sale,
mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the
Mortgaged Property without Mortgagee's consent. This provision shall apply to
every sale, conveyance, mortgage, grant, bargain, encumbrance, pledge,
assignment, or transfer of the Mortgaged Property regardless of whether
voluntary or not, or whether or not Mortgagee has consented to any previous
sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, or
transfer of the Mortgaged Property.

      Section 2.17. Financial Statements. Within 45 days after the end of each
fiscal quarter and within 120 days after the end of each fiscal year of Debtor,
Debtor shall deliver to Mortgagee (i) complete financial statements of Debtor
including a balance sheet, profit and loss statement, statement of changes in
financial condition and all other related schedules for the fiscal period then
ended; and (ii) income statements for the business at the Mortgaged Property.
All such financial statements shall be prepared in all material respects in
accordance with generally accepted accounting principles, consistently applied
from period to period, and shall be certified to be accurate and complete by
Debtor (or the Treasurer or other appropriate officer of Debtor). Debtor
understands that Mortgagee is relying upon such financial statements and Debtor
represents that such reliance is reasonable. The financial statements delivered
to Mortgagee need not be audited, but Debtor shall deliver to Mortgagee copies
of any audited financial statements of Debtor which may be prepared, as soon as
they are available.

      Section 2.18. Licensor Requirements. In addition to the requirements set
forth in this

<PAGE>

Mortgage, Debtor, in its ownership, use, occupancy and maintenance of the
Mortgaged Property shall comply in all material respects with all requirements
of its license agreement with Licensor. Debtor hereby consents to Mortgagee
providing information it obtains to Licensor and to Mortgagee obtaining from
Licensor information which Licensor receives relating to Debtor's operation of
its business on the Premises.

      Section 2.19. Incorporation of Representations and Warranties. The
representations and warranties of Debtor set forth in the Loan Agreement are
incorporated by reference into this Mortgage as if stated in full in this
Mortgage.

                                  ARTICLE III

             POSSESSION, USE AND RELEASE OF THE MORTGAGED PROPERTY

      Section 3.01. Casualty or Condemnation. Debtor, immediately upon obtaining
knowledge of any casualty to any portion of the Mortgaged Property or of any
proceeding or negotiation for the taking of all or any portion of the Mortgaged
Property in condemnation or other eminent domain proceedings, shall notify
Mortgagee of such casualty, proceeding or negotiation. Any award, compensation
or other payment resulting from such casualty or condemnation or eminent domain
proceeding, as applicable, shall be applied as set forth below. Mortgagee may
participate in any condemnation or eminent domain proceeding, and Debtor will
deliver or cause to be delivered to Mortgagee all instruments requested by
Mortgagee to permit such participation.

            (a) Casualty. (i) In the event of any material damage to or
      destruction of the Mortgaged Property or any part thereof, Debtor will
      promptly give written notice to Mortgagee, generally describing the nature
      and extent of such damage or destruction. No damage to or destruction of
      the Mortgaged Property shall relieve Debtor of its obligation to pay any
      monetary sum due under the Loan Documents at the time and in the manner
      provided in the Loan Documents.

            (ii) In the event of any damage to or destruction of the Mortgaged
      Property or any part thereof, Debtor, whether or not the insurance
      proceeds, if any, on account of such damage or destruction shall be
      sufficient for the purpose, at its expense, shall promptly commence and
      complete the Restoration.

            (iii) Insurance proceeds received by Mortgagee and Debtor on account
      of any occurrence of damage to or destruction of the Mortgaged Property or
      any part thereof, less the costs, fees and expenses incurred by Mortgagee
      and Debtor in the collection thereof, including, without limitation,
      adjuster's fees and expenses and attorneys' fees and expenses (the "Net
      Insurance Proceeds"), shall be paid to (1) Debtor if the amount of such
      Net Insurance Proceeds is less than $100,000 and applied by Debtor toward
      the cost of the Restoration, and (2) Mortgagee if the amount of such Net
      Insurance Proceeds is $100,000 or greater. Net Insurance Proceeds paid to
      Mortgagee shall be held and disbursed by Mortgagee, or as Mortgagee may
      from time to time direct, as the Restoration progresses, to

<PAGE>

      pay or reimburse Debtor for the cost of the Restoration, upon written
      request of Debtor accompanied by evidence, satisfactory to Mortgagee, that
      (v) the Restoration is in full compliance with all applicable laws,
      regulations, restrictions and requirements, whether governmental or
      private, (w) the amount requested has been paid or is then due and payable
      and is properly a part of such cost, (x) there are no mechanics' or
      similar liens for labor or materials theretofore supplied in connection
      with the Restoration, (y) if the estimated cost of the Restoration exceeds
      the Net Insurance Proceeds, Debtor has deposited into an escrow
      satisfactory to Mortgagee such excess amount, which sum will be disbursed
      pursuant to escrow instructions satisfactory to Mortgagee, and (z) the
      balance of such Net Insurance Proceeds, together with the funds deposited
      into escrow, if any, pursuant to the preceding subsection (y), after
      making the payment requested will be sufficient to pay the balance of the
      cost of the Restoration. Upon receipt by Mortgagee of evidence
      satisfactory to it that the Restoration has been completed and the cost
      thereof paid in full, and that there are no mechanics' or similar liens
      for labor or materials supplied in connection therewith, the balance, if
      any, of such Net Insurance Proceeds shall be paid to Debtor. If an Event
      of Default has occurred and is continuing (after the expiration of any
      applicable grace or cure period) at the time of the damage or destruction
      to the Mortgaged Property, all Net Insurance Proceeds shall be paid to
      Mortgagee, and Mortgagee may retain and apply the Net Insurance Proceeds
      toward the Obligations whether or not then due and payable, in such order,
      priority and proportions as Mortgagee in its discretion shall deem proper,
      or to cure such Event of Default, or, in Mortgagee's discretion, Mortgagee
      may pay such Net Insurance Proceeds in whole or in part to Debtor to be
      applied toward the cost of the Restoration. If Mortgagee shall receive and
      retain Net Insurance Proceeds, the lien of this Mortgage shall be reduced
      only by the amount received and retained by Mortgagee and actually applied
      by Mortgagee in reduction of the Obligations.

            (iv) In the event that the casualty is not caused by Debtor, or its
      agents, employees, representatives, contractors or subcontractors, and the
      cost of the Restoration exceeds fifty percent (50%) of the value of the
      Premises, excluding the value of the real estate, Debtor shall have the
      right, to be exercised by notice to Mortgagee no later than 20 days after
      the occurrence of a casualty, to either (aa) pay to Mortgagee (without
      prepayment premium or penalty) the entire amount owing under the Note, or
      (bb) substitute the Mortgaged Property with a substitute site in
      accordance with Subsection 10.E(iii) of the Loan Agreement, provided that
      Debtor shall continue to pay all sums and amounts due and payable under
      the Note until such time as a new promissory note is executed and
      delivered by Debtor to Mortgagee in connection with the consummation of
      such substitution. Notwithstanding the foregoing, the option to pay the
      entire amount owing under the Note as provided in subsection
      3.01(a)(iv)(aa) hereof shall not be available to Debtor prior to the fifth
      (5th) anniversary of the Note.

            (b) Eminent Domain. (i) In case of a taking of all or any part of
      the Mortgaged Property or the commencement of any proceedings or
      negotiations which might result in a taking, for any public or
      quasi-public purpose by any lawful power or authority by exercise of the
      right of condemnation or eminent domain or by agreement between Mortgagee,

<PAGE>

      Debtor and those authorized to exercise such right ("Taking"), Debtor will
      promptly give written notice thereof to Mortgagee, generally describing
      the nature and extent of such Taking. Mortgagee shall file and prosecute
      on behalf of Mortgagee and Debtor any and all claims for an award, and all
      awards and other payments on account of a Taking shall be paid to
      Mortgagee.

            (ii) In case of a Taking of the whole of the Mortgaged Property,
      other than for temporary use ("Total Taking"), or in case of a Taking of
      less than all of the Mortgaged Property ("Partial Taking"), these Loan
      Documents shall remain in full force and effect. Debtor, whether or not
      the awards or payments, if any, on account of such Partial Taking shall be
      sufficient for the purpose (but provided they are made available by
      Mortgagee for such purpose), at its own cost and expense, will promptly
      commence and complete the Restoration. In case of a Partial Taking, other
      than a temporary use, of such a substantial part of the Mortgaged Property
      as shall result in the Mortgaged Property remaining after such Partial
      Taking being unsuitable for use, such Taking shall be deemed a Total
      Taking.

            (iii) In case of a temporary use of the whole or any part of the
      Mortgaged Property by a Taking, these Loan Documents shall remain in full
      force and effect without any reduction of any monetary sum payable under
      these Loan Documents. Subject to the application provisions below, Debtor
      shall be entitled to the entire award for such Taking, whether paid by
      damages, rent or otherwise. In any proceeding for such Taking, Mortgagee
      shall have the right to intervene and participate; provided that, if such
      intervention shall not be permitted, Debtor shall consult with Mortgagee,
      its attorneys and experts, and make all reasonable efforts to cooperate
      with Mortgagee in the prosecution or defense of such proceeding. At the
      termination of any such use or occupation of the Mortgaged Property,
      Debtor will, at its own cost and expense, promptly commence and complete
      the Restoration.

            (iv) Awards and other payments on account of a Taking, less the
      costs, fees and expenses incurred by Mortgagee and Debtor in connection
      with the collection thereof, including, without limitation, attorneys'
      fees and expenses, shall be applied as follows:

                 (x) Net awards and payments received on account of a Total
            Taking shall be allocated as follows:

                        (aa) There shall be paid to the Mortgagee (without
                  prepayment premium or penalty) an amount up to the sum of the
                  outstanding principal, including all sums advanced by
                  Mortgagee hereunder, and interest under the Note, all as of
                  the date on which such payment is made, such amount shall be
                  applied first against all sums advanced by Mortgagee under
                  this Mortgage, second against the accrued but unpaid interest
                  on the Note, and third to the remaining unpaid principal
                  amount of the Note.

                        (bb)  Any remaining balance shall be paid to Debtor.

<PAGE>

                 (y) Net awards and payments received on account of a Partial
            Taking shall be held and allocated as follows: (i) toward the cost
            of the Restoration, such application of net awards and other
            payments to be made substantially in the manner provided in Section
            3.01(a)(iii) of this Mortgage; (ii) to Mortgagee to cure any default
            first, in the Note and second, in this Mortgage; (iii) there shall
            be paid to Mortgagee, as the holder of this Mortgage, an amount
            equal to that portion of any unpaid principal amount of the Note,
            and any interest accrued thereon, bearing the same relationship to
            the total unpaid principal amount of the Note, and any interest
            accrued thereon, all as of the date on which such payment is made,
            as the square footage in the Mortgaged Property taken on account of
            such Partial Taking, bears to the total square footage in the
            Mortgaged Property prior to such Partial Taking, and such amount
            shall be applied against the unpaid principal amount of the Note;
            and (iv) any remaining balance shall be paid to Debtor.

                 (z) Net awards and payments received on account of a Taking for
            temporary use shall be held and applied to the payment of the
            monthly installments of combined interest and principal becoming due
            under the Note, until such Taking for temporary use is terminated
            and the Restoration, if any, has been completed; provided, however,
            that, if any portion of any such award or payment is made by reason
            of any damage to or destruction of the Mortgaged Property, such
            portion shall be held and applied as provided in Section
            3.01(a)(iii) hereof. The balance, if any, of such awards and
            payments shall be paid to Debtor unless Debtor is in default under
            the Loan Documents, in which event such awards and payments shall be
            paid to Mortgagee to cure such default first, in the Note and
            second, in this Mortgage.

            (v) Notwithstanding the foregoing, if at the time of any Taking or
      at any time thereafter an Event of Default shall have occurred and such
      Event of Default shall be continuing (after the expiration of any
      applicable grace and cure period), Mortgagee is hereby authorized and
      empowered, in the name and on behalf of Debtor and otherwise, to file and
      prosecute Debtor's claim, if any, for an award on account of any Taking
      and to collect such award and apply the same, after deducting all costs,
      fees and expenses incident to the collection thereof, to the curing of
      such default and any other then existing default under the Loan Documents.

      Section 3.02. Conveyance in Anticipation of Condemnation, Granting of
Easements, Etc. If no default shall have occurred and be continuing, Debtor may,
from time to time with respect to its interest in the Mortgaged Property, and
with Mortgagee's prior written consent, which consent shall not be unreasonably
withheld or delayed (i) sell, assign, convey or otherwise transfer any interest
therein to any person legally empowered to take such interest under the power of
eminent domain, (ii) grant easements and other rights in the nature of
easements, (iii) release existing easements or other rights in the nature of
easements which are for the benefit of the Mortgaged Property, (iv) dedicate or
transfer unimproved portions of the Mortgaged Property for

<PAGE>

road, highway or other public purposes, (v) execute petitions to have the
Mortgaged Property annexed to any municipal corporation or utility district, and
(vi) execute and deliver to any person any instrument appropriate to confirm or
effect such grants, releases, dedications and transfers.

      Section 3.03. Mortgagee's Power. At any time, or from time to time,
without liability therefor, Mortgagee, without affecting the personal liability
of any person for payment of the Obligations or the effect of this Mortgage upon
the remainder of said Mortgaged Property, may from time to time without notice
(i) release any part of said Mortgaged Property, (ii) consent in writing to the
making of any map or plat thereof, (iii) join in granting any easement thereon,
(iv) join in any extension agreement or any agreement subordinating the lien or
charge hereof, (v) release any person so liable, (vi) extend the maturity or
alter any of the terms of any Obligations, (vii) grant other indulgences, (viii)
take or release any other or additional security for any Obligations, (ix) make
compositions or other arrangements with debtors in relation thereto, or (x)
advance additional funds to protect the security hereof and pay or discharge the
Obligations, and all amounts so advanced shall be secured hereby and shall be
due and payable upon demand by Mortgagee.

                                  ARTICLE IV

                        EVENTS OF DEFAULT AND REMEDIES

      Section 4.01. Events of Default. (a) Each of the following shall be an
event of default under this Mortgage (an "Event of Default"):

            (i) If any representation or warranty of Debtor herein was false in
      any material respect when made or, in the event that any such
      representation or warranty is continuing, becomes false in any material
      respect at any time, or if Debtor renders any statement to Mortgagee
      relative to Mortgagee or the Mortgaged Property, or any portion thereof,
      which at the time of such statement was false in any material respect;

            (ii) If any principal, interest or other monetary sum due under the
      Note, this Mortgage or any other Loan Document is not paid within five
      days after the date when due, or if Debtor fails to pay, prior to
      delinquency, any taxes, assessments or other charges the failure of which
      to pay will result in the imposition of a lien against the Mortgaged
      Property pursuant to Applicable Regulations, subject to the provisions of
      Subsection 2.12(b) hereof;

            (iii) If Debtor:

                   (A) becomes insolvent within the meaning of the Code,

                   (B) files or notifies Mortgagee that it intends to file a
                       petition for relief under any chapter or provision of the
                       Code,

                   (C) initiates a proceeding under any similar law or statute
                       relating to bankruptcy, insolvency, reorganization,
                       winding up, or adjustment of debts (collectively,
                       hereinafter, an "Action"),

<PAGE>

                   (D) is not generally paying its debts as the same become due,
                       and/or

                   (E) becomes the subject of an involuntary petition under the
                       Code or other similar involuntary Action (in which case
                       Debtor shall be required to provide Mortgagee with
                       immediate notice of the commencement or filing of such
                       involuntary proceeding, petition or Action), and any of
                       the following shall have occurred: (i) the involuntary
                       petition or involuntary Action shall not have been
                       dismissed within sixty (60) days of the date on which it
                       was filed or otherwise commenced, (ii) an order for
                       relief under the Code (or similar order) shall have been
                       entered by the court in the involuntary proceeding, or
                       (iii) the court having jurisdiction over such involuntary
                       proceeding (upon Debtor's motion or other request for
                       relief) shall not have granted Mortgagee full and final
                       relief from the automatic stay of Section 362 of the Code
                       and from any stay issued under Section 105 of the Code
                       (or any similar stays or injunctions) within sixty (60)
                       days of the filing or commencement of such involuntary
                       petition or involuntary Action so that Mortgagee is
                       thereafter free to exercise any and all of its rights and
                       remedies under the Loan Documents, and Mortgagee hereby
                       agrees not to exercise any of its rights or remedies
                       under the Loan Documents until such time as an Event of
                       Default (other than the filing of an involuntary petition
                       under the Code or other similar involuntary Action) shall
                       have occurred;

            (iv) If Debtor fails to observe or perform any of the other
      covenants, conditions, or obligations of this Mortgage or any other Loan
      Document (after the expiration of any applicable grace and cure period);
      or

            (v) If there is a breach or default (after the expiration of any
      applicable grace and cure period) under the Equipment Loan Agreement or a
      breach or default (after the expiration of any applicable grace and cure
      period) under (a) any license agreement permitting Debtor to operate the
      Mortgaged Property in the manner authorized or if such license agreement
      otherwise terminates or expires (without being renewed immediately upon or
      prior to such expiration) prior to the scheduled maturity date of the
      Note, which default, termination or expiration might reasonably be
      expected to result in a material adverse effect on Debtor, Debtor's
      business operations or the Mortgaged Property, or (b) any other agreement
      or instrument, including, without limitation, promissory notes and
      guaranties, between, among or by any of the Debtor Entities and, or for
      the benefit of, any of the Mortgagee Entities.

      (b) If any Event of Default occurs pursuant to subsection (a)(ii) above,
Mortgagee shall not be entitled to exercise its remedies set forth in Section
4.02 below unless and until Mortgagee shall have given Debtor notice thereof and
a period of five days from the delivery of such notice shall have elapsed
without such Event of Default being cured.

<PAGE>

      (c) If any such event does not involve the payment of any principal,
interest or other monetary sum due under the Note to Mortgagee, is not willful,
intentional or being contested in good faith in accordance with the terms of
this Mortgage, does not place any material rights, collateral or property of
Mortgagee in immediate jeopardy in any material respect, and is within the
reasonable power of Debtor to promptly cure after receipt of notice thereof, all
as determined by Mortgagee in its reasonable discretion, then such event shall
not constitute an Event of Default hereunder, unless otherwise expressly
provided herein, unless and until Mortgagee shall have given Debtor notice
thereof and a period of 30 days shall have elapsed, during which period Debtor
may correct or cure such event, upon failure of which an Event of Default shall
be deemed to have occurred hereunder without further notice or demand of any
kind. If such event cannot reasonably be cured within such 30-day period, as
determined by Mortgagee in its reasonable discretion, and Debtor is diligently
pursuing a cure of such event, then Debtor shall have a reasonable period to
cure such event, which shall in no event exceed 90 days after receiving notice
of the event from Mortgagee. If Debtor shall fail to correct or cure such event
within such 90-day period, an Event of Default shall be deemed to have occurred
hereunder without further notice or demand of any kind.

      Section 4.02. Remedies. Upon the occurrence of any Event of Default,
subject to the limitation set forth in Section 4.01(b) or (c), Mortgagee may
declare all Obligations to be due and payable, and the same shall thereupon
become due and payable without any presentment, demand, protest or notice
(including notice of intent to accelerate) of any kind except as otherwise
provided herein. Furthermore, upon the occurrence of any Event of Default,
Mortgagee may:

            (i) 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 Mortgaged Property or any part thereof and do any acts which it deems
      necessary or desirable to preserve the value, marketability or rentability
      of the Mortgaged Property, or part thereof or interest therein, increase
      the income therefrom or protect the security hereof and, with or without
      taking possession of the Mortgaged Property, take any action described
      herein, sue for or otherwise collect the Rents, issues and profits
      thereof, including those past due and unpaid, and apply the same, less
      costs and expenses of operation and collection including reasonable
      attorneys' fees, upon any Obligations, all in such order as Mortgagee may
      determine. The entering upon and taking possession of the Mortgaged
      Property, the taking of any action described herein, the collection of
      such Rents, issues and profits and the application thereof as aforesaid,
      shall not cure or waive any Event of Default or notice of default or
      invalidate any act done in response to such Event of Default or pursuant
      to such notice of default and, notwithstanding the continuance in
      possession of the Mortgaged Property or the collection, receipt and
      application of rents, issues or profits, Mortgagee shall be entitled to
      exercise every right provided for in any of the Loan Documents or by law
      upon any Event of Default, including the right to exercise the power of
      sale herein conferred;

            (ii)  Commence an action to foreclose this Mortgage pursuant to this
                  Mortgage in

<PAGE>

                  a single parcel or in several parcels, appoint a receiver,
                  specifically enforce any of the covenants hereof or sell the
                  Mortgaged Property pursuant to the power of sale herein
                  conferred;

            (iii) Exercise any or all of the remedies available to a secured
                  party under the Uniform Commercial Code as adopted in the
                  State ("UCC"), and

            (iv)  Apply any sums then deposited in the impound account described
                  in Section 2.14 toward payment of the taxes, assessment and
                  insurance premiums for the Mortgaged Property and/or as a
                  credit on the Obligations in such priority and proportion as
                  Mortgagee may determine in its sole discretion.

      If Mortgagee elects to sell Debtor's interest in the Mortgaged Property by
exercise of the power of sale herein contained, Mortgagee shall cause such sale
to be performed in the manner then required by law.

            (a) Mortgagee may sell the Mortgaged Property. The power is hereby
      granted to Mortgagee to sell the Mortgaged Property or any part thereof at
      public auction, after all notices required by applicable law, if any, and
      to convey the same to the purchaser after notice if required by the
      statutes of the Sate of Michigan for foreclosure of mortgages by
      advertisement, being Sections 600.3201 et. seq., Michigan Compiled Laws,
      as amended.

      CAUTION: This Section contains a waiver of important legal rights.

      This Mortgage contains a power of sale which permits the Mortgagee to
      cause the Mortgaged Property to be sold upon the occurrence of an Event of
      Default. The Mortgagee may elect to cause the Mortgaged Property to be
      sold by advertisement rather than pursuant to court action, and Debtor
      hereby voluntarily and knowingly waives any right Debtor may have by
      virtue of any applicable constitutional provision or statute to any notice
      or court hearing prior to the exercise of the power of sale, except as may
      be expressly required by the Michigan statute governing foreclosures by
      advertisement. By execution of this Mortgage, Debtor represents and
      acknowledges that the meaning and consequences of this Section have been
      discussed as fully desired by Debtor with its legal counsel.

            (b) As may be permitted by law, Mortgagee shall apply the proceeds
      of sale to payment of (i) first, to payment of all costs, fees and
      expenses, including attorneys' fees and expenses incurred by the Mortgagee
      in exercising the power of sale or foreclosing this Mortgage, and (ii)
      second, as directed by Mortgagee or as may be required by law.

            (c) Mortgagee may in the manner provided by law postpone sale of all
      or any portion of the Mortgaged Property.

      Section 4.03. Appointment of Receiver. If an Event of Default shall have
occurred, Mortgagee, as a matter of right and without notice to Debtor or anyone
claiming under Debtor, and

<PAGE>

without regard to the then value of the Mortgaged Property or the interest of
Debtor therein, or the insolvency of Debtor or the then-owner of the Mortgaged
Property, may seek the appointment of a receiver for the Mortgaged Property upon
ex parte application to any court of the competent jurisdiction. Debtor waives
any right to any hearing or notice of hearing prior to the appointment of a
receiver. Such receiver shall be empowered (a) to take possession of the
Mortgaged Property and any businesses conducted by Debtor thereon and any
business assets used in connection therewith, (b) to exclude Debtor and Debtor's
agents, servants and employees from the Mortgaged Property, or, at the option of
the receiver, in lieu of such exclusion, to collect a fair market rental from
any such persons occupying any part of the Mortgaged Property, (c) to collect
the rents, issues, profits and income therefrom, (d) to complete any
construction that may be in progress, (e) to continue the development, marketing
and sale of the Mortgaged Property, (f) to do such maintenance and make such
repairs and alterations as the receiver deems necessary, (g) to use all stores
of materials, supplies and maintenance equipment on the Mortgaged Property and
replace such items at the expense of the receivership estate, (h) to pay all
taxes and assessments against the Mortgaged Property, all premiums for insurance
thereon, all utility and other operating expenses, and all sums due under any
prior or subsequent encumbrance, (i) to request that Mortgagee advance such
funds as may reasonably be necessary to the effective exercise of the receiver's
powers, on such terms as may be agreed upon by the receiver and Mortgagee, but
not in excess of the Default Rate (as defined in the Note), and (j) generally to
do anything that Debtor could legally do if Debtor were in possession of the
Mortgaged Property. All expenses incurred by the receiver or his agents,
including obligations to repay funds borrowed by the receiver, shall constitute
a part of the Obligations. Any revenues collected by the receiver shall be
applied first to the expenses of the receivership, including reasonable
attorneys' fees incurred by the receiver and by Mortgagee, together with
interest thereon at the highest rate of interest applicable in the Note from the
date incurred until repaid, and the balance shall be applied toward the
Obligations or in such other manner as the court may direct.

      Section 4.04. Remedies Not Exclusive. Mortgagee shall be entitled to
enforce payment and performance of any Obligations and to exercise all rights
and powers under this Mortgage or under any Loan Documents or other agreement or
any laws now or hereafter in force, notwithstanding some or all of the
Obligations 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, whether by court action or pursuant to the power
of sale or other powers herein contained, 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 Mortgagee shall be entitled to
enforce this Mortgage and any other security now or hereafter held by Mortgagee
in such order and manner as it may in its absolute discretion determine. No
remedy herein conferred upon or reserved to Mortgagee is intended to be
exclusive of any other remedy given hereunder or now or hereafter existing at
law or in equity or by statute. Every power or remedy given by any of the Loan
Documents to Mortgagee, or to which Mortgagee may be otherwise entitled, may be
exercised, concurrently or independently, from time to time and as often as may
be deemed expedient by Mortgagee. Mortgagee may pursue inconsistent remedies.

      The acceptance by Mortgagee of any sum after the same is due shall not
constitute a waiver

<PAGE>

of the right either to require prompt payment, when due, of all other sums
hereby secured or to declare a subsequent Event of Default as herein provided.
The acceptance by Mortgagee of any sum in an amount less than the sum then due
shall be deemed an acceptance on account only and upon condition that it shall
not constitute a waiver of the obligation of Debtor to pay the entire sum then
due, and failure of Debtor to pay such entire sum then due as contemplated by
Section 4.01(b) shall be an Event of Default, notwithstanding such acceptance of
such amount on account, as aforesaid. Mortgagee shall be, at all times
thereafter and until the entire sum then due shall have been paid, and
notwithstanding the acceptance by Mortgagee thereafter of further sums on
account, or otherwise, entitled to exercise all rights in this instrument
conferred upon them or either of them, and the right to proceed with a sale
under any notice of default, or an election to sell, or the right to exercise
any other rights or remedies hereunder, shall in no way be impaired, whether any
of such amounts are received prior or subsequent to such proceeding, election or
exercise. Consent by Mortgagee to any action or inaction of Debtor which is
subject to consent or approval of Mortgagee hereunder shall not be deemed a
waiver of the right to require such consent or approval to future or successive
actions or inactions, unless otherwise specifically provided therein.

      Section 4.05. Possession of Mortgaged Property. In the event of a
trustee's sale or foreclosure sale hereunder and after the time of such sale,
Debtor occupies the portion of the Mortgaged Property so sold, or any part
thereof, Debtor shall 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 tenant or landlord, at a reasonable rental per day based upon the
value of the portion of the Mortgaged Property so occupied, such rental to be
due and payable daily to the purchaser. An action of unlawful detainer shall lie
if the tenant holds over after a demand in writing for possession of such
Mortgaged Property; and this agreement and a trustee's or sheriff's deed shall
constitute a lease and agreement under which the tenant's possession arose and
continued. Nothing contained in this Mortgage shall be construed to constitute
Mortgagee as a "mortgagee in possession" in the absence of its taking actual
possession of the Mortgaged Property pursuant to the powers granted herein.

      Section 4.06. Waiver of Rights. To the extent permitted by law, Debtor
waives the benefit of all laws now existing or that hereafter may be enacted (i)
providing for any appraisement before sale of any portion of the Mortgaged
Property, or (ii) in any way extending the time for the enforcement of the
collection of the Obligations or creating or extending a period of redemption
from any sale made in collecting the Obligations. To the full extent Debtor may
do so under applicable law, Debtor agrees that Debtor will not at any time
insist upon, plea, claim or take the benefit or advantage of any law now or
hereafter in force providing for any appraisement, valuation, stay, extension,
redemption or homestead exemption, and Debtor, for Debtor, Debtor's
representatives, successors and assigns, and for any and all persons ever
claiming any interest in the Mortgaged Property, to the extent permitted by law,
hereby waives and releases all rights of redemption, valuation, appraisement,
stay of execution, homestead exemption, notice of election to mature or declare
due the whole of the Obligations and marshaling in the event of foreclosure of
the liens hereby created. If any law referred to in this Section and now in
force, of which Debtor, Debtor's heirs, devisees, representatives, successors
and assigns or other person might take advantage despite this Section, shall
hereafter be repealed or cease to be in force, such law shall not

<PAGE>

thereafter be deemed to preclude the application of this Section. Debtor
expressly waives and relinquishes any and all rights, remedies and defenses that
Debtor may have or be able to assert by reason of the laws of the State
pertaining to the rights, remedies and defenses of sureties.

      Section 4.07. Relief From Stay. In the event that Debtor commences a case
under the Code or is the subject of an involuntary case that results in an order
for relief under the Code, subject to court approval, Mortgagee shall thereupon
be entitled and Debtor irrevocably consents to relief from any stay imposed by
Section 362 of the Code on or against the exercise of the rights and remedies
otherwise available to Mortgagee as provided in the Loan Documents and Debtor
hereby irrevocably waives its rights to object to such relief. In the event
Debtor shall commence a case under the Code or is the subject of an involuntary
case that results in an order for relief under the Code, Debtor hereby agrees
that no injunctive relief against Mortgagee shall be sought under Section 105 or
other provisions of the Code by Debtor or other person or entity claiming
through Debtor, nor shall any extension be sought of the stay provided by
Section 362 of the Code.

      Section 4.08. Cash Collateral. To the fullest extent allowed by applicable
law, Debtor hereby acknowledges and agrees that in the event that Debtor
commences a case under the Code or is the subject of an involuntary case that
results in an order for relief under the Code: (i) that all of the Rents are,
and shall for purposes be deemed to be, "proceeds, product, offspring, rents, or
profits" of the Premises covered by the lien of this Mortgage, as such quoted
terms are used in Section 552(b) of the Code; (ii) that in no event shall Debtor
assert, claim or contend that any portion of the Rents are, or should be deemed
to be, "accounts" or "accounts receivable" within the meaning of the Code and/or
applicable state law; (iii) that the Rents are and shall be deemed to be in any
such bankruptcy proceeding "cash collateral" of Mortgagee as that term is
defined in Section 363 of the Code; and (iv) that Mortgagee has valid,
effective, perfected, enforceable and "choate" rights in and to the Rents
without any further action required on the part of Mortgagee to enforce or
perfect its rights in and to such cash collateral, including, without
limitation, providing notice to Debtor under Section 546(b) of the Code.

      Section 4.09. Assignment of Rents and Leases. (a) Debtor hereby assigns,
transfers, conveys and sets over to Mortgagee all of Debtor's estate, right,
title and interest in, to and under all leases, whether existing on the date
hereof or hereafter entered into (including any extensions, modifications or
amendments thereto) relating to the Premises (the "Leases"), together with all
rights, powers, privileges, options and other benefits of Debtor as the lessor
or lessee under the Leases regarding the current tenants and any future tenants,
and all the rents, revenues, profits and income from the Leases with respect to
the Premises, excluding Debtor's accounts receivable and those of its tenants
and subtenants, including those now due, past due or to become due. Debtor
irrevocably appoints Mortgagee its true and lawful attorney-in-fact, at the
option of Mortgagee, at any time and from time to time upon an Event of Default,
to take possession and control of the Premises, pursuant to Debtor's rights as
lessor under the Leases, and to demand, receive and enforce payment, to give
receipts, releases and satisfaction and to sue, in the name of Debtor or
Mortgagee, for all of the rents, revenues, profits and income thereof. It is
intended by Debtor and Mortgagee that the assignment set forth herein
constitutes an absolute assignment and not merely an assignment for additional
security. The consideration received by Debtor to execute and deliver

<PAGE>

this assignment and the liens and security interests created herein is legally
sufficient and will provide a direct economic benefit to Debtor. Notwithstanding
the foregoing, however, so long as there is no Event of Default (taking into
consideration the expiration of any applicable cure period), Debtor shall have a
license, revocable upon such Event of Default, to possess and control the
Premises and collect and receive all rents, revenues, profits and income. Upon
an Event of Default (after the expiration of any applicable grace and cure
period), such license shall be automatically revoked.

      (b) Upon any Event of Default (after the expiration of any applicable
grace and cure period), Mortgagee may, at any time without notice (except if
required by applicable law), either in person, by agent or by a court-appointed
receiver, regardless of the adequacy of Mortgagee's security, and at its sole
election (without any obligation to do so), enter upon and take possession and
control of the Premises, or any part thereof, to perform all acts necessary and
appropriate to operate and maintain the Premises, including, but not limited to,
execute, cancel or modify the Leases, make repairs to the Premises, execute or
terminate contracts providing for the management or maintenance of the Premises,
all on such terms as are deemed best to protect the security of this assignment,
and in Mortgagee's or Debtor's name, sue or otherwise collect such rents,
revenues, profits and income from the Premises as specified in this Mortgage as
the same become due and payable, including, but not limited to, rents then due
and unpaid. Mortgagee may so sue for or otherwise collect such rents, revenues,
profits and income with or without taking possession of the Premises. All rents
collected shall be held by Debtor as trustee for the benefit of Mortgagee only.
Debtor agrees that upon an Event of Default, each tenant of the Premises shall
make its rent payable to and pay such rent to Mortgagee (or Mortgagee's agents)
on Mortgagee's written demand therefor, delivered to such tenant personally, by
mail, or by delivering such demand to each rental unit, without any liability on
the part of said tenant to inquire further as to the existence of an Event of
Default by Debtor.

      (c) All rents, revenues, profits and income collected subsequent to any
Event of Default shall be applied at the direction of, and in such order as
determined by, Mortgagee to the costs, if any, of taking possession and control
of and managing the Premises and collecting such amounts, including, but not
limited to, reasonable attorney's fees, actual receiver's fees, actual premiums
on receiver's bonds, actual costs of repairs to the Premises, actual premiums on
insurance policies, taxes, assessments and other charges on the Premises, and
the actual costs of discharging any obligation or liability of Debtor as lessor
or landlord of the Premises and to the sums secured by this assignment.
Mortgagee or the receiver shall have access to the books and records used in the
operation and maintenance of the Premises and shall be liable to account only
for those rents actually received. Mortgagee shall not be liable to Debtor,
anyone claiming under or through Debtor or anyone having an interest in the
Premises by reason of anything done or left undone by Mortgagee hereunder,
except to the extent of Mortgagee's gross negligence or willful misconduct.

      Any entering upon and taking possession and control of the Premises by
Mortgagee or the receiver and any application of rents, revenues, profits and
income as provided herein shall not cure or waive any Event of Default hereunder
or invalidate any other right or remedy of Mortgagee under applicable law or
provided therein.

<PAGE>

                                   ARTICLE V

                                 MISCELLANEOUS

      Section 5.01. Satisfaction. If and when the Note shall have become due and
payable (whether by lapse of time or by acceleration or by the exercise of the
privilege of prepayment), and Debtor shall pay or cause to be paid (provided
such payment is permitted or required hereby) the full amount thereof and shall
also pay or cause to be paid all other sums then due and payable by Debtor to
Mortgagee with respect to the Note and the Mortgaged Property, including,
without limitation, all sums advanced by Mortgagee pursuant to this Mortgage,
and provided no Event of Default shall have occurred or is continuing with
respect to the Obligations, then this Mortgage shall be void (otherwise it shall
remain in full force and effect in law and equity forever) and Mortgagee agrees
to execute an instrument evidencing the satisfaction of all obligations under
this Mortgage and releasing this Mortgage which shall be prepared and recorded
at Debtor's sole expense.

      Section 5.02. Limitation of Rights of Others. Nothing in this Mortgage is
intended or shall be construed to give to any person, other than Debtor,
Mortgagee and the holder of the Note, any legal or equitable right, remedy or
claim under or in respect of this Mortgage or any covenant, condition or
provision herein contained.

      Section 5.03. Severability. In case any one or more of the provisions
contained herein or in the Note shall be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision hereof, and this Mortgage shall be
construed as if such provision had never been contained herein or therein.

      Section 5.04. Notices; Amendments; Waiver. All notices, demands,
designations, certificates, requests, offers, consents, approvals, appointments
and other instruments given pursuant to this Mortgage (collectively called
"Notices") shall be in writing and given by (i) hand delivery, (ii) facsimile
followed by a copy sent by mail in accordance with clause (iv) hereof, (iii)
express overnight delivery service or (iv) certified or registered mail, return
receipt requested, postage prepaid, and shall be deemed to have been delivered
upon (a) receipt, if hand delivered, (b) transmission, if delivered by
facsimile, (c) the next business day, if delivered by express overnight delivery
service, or (d) the fifth business day following the day of deposit of such
notice with the United States Postal Service, if sent by certified or registered
mail, return receipt requested, postage prepaid. Notices shall be provided to
the parties and addresses (or facsimile numbers, as applicable) specified below:

<PAGE>

      If to Debtor:               Sybra, Inc.
                                  8300 Dunwoody Place, Suite 300
                                  Atlanta, Georgia 30350-1296
                                  Attention: President
                                  Telephone: (770) 587-0290
                                  Telecopy: (770) 594-7044

      With a copy to:             Robert H. Drechsler, Esq.
                                  Pryor, Cashman, Sherman & Flynn
                                  410 Park Avenue
                                  New York, New York 10016
                                  Telephone: (212) 421-4100
                                  Telecopy: (212) 326-0806

      If to FFCA:                 Robin L. Roach
                                  Senior Vice President, Corporate Finance
                                  FFCA Acquisition Corporation
                                  17207 North Perimeter Drive
                                  Scottsdale, Arizona 85255
                                  Telephone: (602) 585-4500
                                  Telecopy: (602) 585-2228

      With a copy to:             Dennis L. Ruben, Esq.
                                  Executive Vice President and General Counsel
                                  FFCA Acquisition Corporation
                                  17207 North Perimeter Drive
                                  Scottsdale, Arizona 85255
                                  Telephone: (602) 585-4500
                                  Telecopy: (602) 585-2226

or to such other address or such other person as either party may from time to
time hereafter specify to the other party in a notice delivered in the manner
provided above. Whenever in this Mortgage the giving of Notice is required, the
giving thereof may be waived in writing at any time by the person or persons
entitled to receive such Notice. Except as in this Mortgage otherwise expressly
provided, (i) this Mortgage may not be modified except by an instrument in
writing executed by Debtor and Mortgagee and (ii) no requirement hereof may be
waived at any time except by a writing signed by the party against whom such
waiver is sought to be enforced, nor shall any waiver be deemed a waiver of any
subsequent breach or default.

      Section 5.05. Counterparts. This Mortgage may be executed in any number of
counterparts and each thereof shall be deemed to be an original; and all such
counterparts shall constitute but one and the same instrument.

<PAGE>

      Section 5.06. Successors and Assigns. All of the provisions herein
contained shall be binding upon and inure to the benefit of the respective
successors and assigns of the parties hereto, to the same extent as if each such
successor and assign were in each case named as a party to this Mortgage.
Wherever used, the singular shall include the plural, the plural shall include
the singular and the use of any gender shall include all genders.

      Section 5.07. Headings. The headings appearing in this Mortgage have been
inserted for convenient reference only and shall not modify, define, limit or
expand the express provisions of this Mortgage.

      Section 5.08. Security Agreement. With respect to the Personal Property or
any portion of the Mortgaged Property which constitutes fixtures or other
property governed by the UCC, this Mortgage shall constitute a security
agreement between Debtor as the debtor and Mortgagee as the secured party, and
Debtor hereby grants to Mortgagee a security interest in such portion of the
Mortgaged Property. Cumulative of all other rights of Mortgagee hereunder,
Mortgagee shall have all of the rights conferred upon secured parties by the
UCC. Debtor will execute and deliver to Mortgagee all financing statements that
may from time to time be required by Mortgagee to establish and maintain the
validity and priority of the security interest of Mortgagee, or any modification
thereof, and all costs and expenses of any searches required by Mortgagee.
Mortgagee may exercise any or all of the remedies of a secured party available
to it under the UCC with respect to such property, and it is expressly agreed
that if upon an Event of Default (after the expiration of any applicable grace
and cure period) Mortgagee should proceed to dispose of such property in
accordance with the provisions of the UCC, 10 days' notice by Mortgagee to
Debtor shall be deemed to be reasonable notice under any provision of the UCC
requiring such notice; provided, however, that Mortgagee may at its option
dispose of such property in accordance with Mortgagee's rights and remedies with
respect to the real property pursuant to the provisions of this Mortgage, in
lieu of proceeding under the UCC.

      Debtor shall give advance notice in writing to Mortgagee of any proposed
change in Debtor's name, identity, or business form or structure and will
execute and deliver to Mortgagee, prior to or concurrently with the occurrence
of any such change, all additional financing statements that Mortgagee may
require to establish and maintain the validity and priority of Mortgagee's
security interest with respect to any of the Mortgaged Property described or
referred to herein.

      Section 5.09. Effective as a Financing Statement. This Mortgage shall be
effective as a financing statement filed as a fixture filing with respect to all
fixtures included within the Mortgaged Property and is to be filed for record in
the real estate records of each county where any part of the Mortgaged Property
(including said fixtures) is situated. This Mortgage shall also be effective as
a financing statement covering any other Mortgaged Property and may be filed in
any other appropriate filing or recording office. The mailing address of Debtor
is the address of Debtor set forth in the introductory paragraph of this
Mortgage, and the address of the Mortgagee from which information concerning the
security interests hereunder may be obtained is the address of Mortgagee as set
forth in the introductory paragraph of this Mortgage. A carbon, photographic or
other reproduction of this Mortgage or of any financing statement relating to
this Mortgage shall be

<PAGE>

sufficient as a financing statement for any of the purposes referred to in this
Section.

      Section 5.10. Characterization; Interpretation. It is the intent of the
parties hereto that the business relationship created by the Note, this Mortgage
and the other Loan Documents is solely that of creditor and debtor and has been
entered into by both parties in reliance upon the economic and legal bargains
contained in the Loan Documents. None of the agreements contained in the Loan
Documents is intended, nor shall the same be deemed or construed, to create a
partnership between Mortgagee and Debtor, to make them joint venturers, to make
Debtor an agent, legal representative, partner, subsidiary or employee of
Mortgagee, nor to make Mortgagee in any way responsible for the debts,
obligations or losses of Debtor. Debtor acknowledges that Mortgagee and Licensor
are not affiliates, agents, partners or joint venturers, nor do they have any
other legal, representative or fiduciary relationship.

      Mortgagee and Debtor acknowledge and warrant to each other that each has
been represented by independent counsel and has executed this Mortgage after
being fully advised by said counsel as to its effect and significance. This
Mortgage shall be interpreted and construed in a fair and impartial manner
without regard to such factors as the party which prepared the instrument, the
relative bargaining powers of the parties or the domicile of any party.

      Section 5.11. Time of the Essence. Time is of the essence in the
performance of each and every obligation under this Mortgage.

      Section 5.12. Document Review. In the event Debtor makes any request upon
Mortgagee requiring Mortgagee or its attorneys to review and/or prepare (or
cause to be reviewed and/or prepared) any document or documents in connection
with or arising out of or as a result of this Mortgage, then, except as
expressly stated elsewhere herein, Debtor shall reimburse Mortgagee or its
designee promptly upon Mortgagee's demand therefor a reasonable processing and
reviewing fee in an amount not less than $500.00 for each such request.

      Section 5.13. Estoppel Certificate. (a) At any time, and from time to
time, Debtor agrees, promptly and in no event later than 10 days after a request
from Mortgagee, to execute, acknowledge and deliver to Mortgagee a certificate
in the form supplied by Mortgagee, certifying: (1) the date to which principal
and interest have been paid under the Note and the amount thereof then payable;
(2) whether or not notice has been received by Debtor of any default under this
Mortgage which has not been cured, except as to defaults specified in the
certificate; (3) whether or not, to Debtor's knowledge, Debtor has any claims or
causes of action against Mortgagee or any claims or rights of setoff or any
defenses to the enforcement of any of the Loan Documents in accordance with
their respective terms; and (4) the capacity of the person executing such
certificate, and that such person is duly authorized to execute the same on
behalf of Debtor.

      (b) If Debtor shall fail or refuse to sign a certificate in accordance
with the provisions of this Section within 10 Business Days following a request
by Mortgagee, Debtor irrevocably constitutes and appoints Mortgagee as its
attorney-in-fact to execute and deliver the certificate to any such third party,
it being stipulated that such power of attorney is coupled with an interest and

<PAGE>

is irrevocable and binding.

      Section 5.14. Limitation of Interest. Notwithstanding anything to the
contrary contained in any of the Loan Documents, the obligations of Debtor to
Mortgagee under the Note, this Mortgage and any other Loan Documents are subject
to the limitation that payments of interest and late charges to Mortgagee shall
not be required to the extent that receipt of any such payment by Mortgagee
would be contrary to provisions of applicable law limiting the maximum rate of
interest that may be charged or collected by Mortgagee. The portion of any such
payment received by Mortgagee that is in excess of the maximum interest
permitted by such provisions of law shall be credited to the principal balance
of the Note or if such excess portion exceeds the outstanding principal balance
of the Note, then such excess portion shall be refunded to Debtor. All interest
paid or agreed to be paid to Mortgagee shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and/or spread throughout the
full term of the Note (including, without limitation, the period of any renewal
or extension thereof) so that interest for such full term shall not exceed the
maximum amount permitted by applicable law.

      Section 5.15. Forum Selection; Jurisdiction; Venue; Choice of Law. Debtor
acknowledges that this Mortgage was substantially negotiated in the State of
Arizona, the executed Mortgage was delivered in the State of Arizona, all
payments under the Loan Documents will be delivered in the State of Arizona and
there are substantial contacts between the parties and the transactions
contemplated herein and the State of Arizona. For purposes of any action or
proceeding arising out of this Mortgage, the parties hereto expressly submit to
the jurisdiction of all federal and state courts located in the State of
Arizona. Debtor consents that it may be served with any process or paper by
registered mail or by personal service within or without the State of Arizona in
accordance with applicable law. Furthermore, Debtor waives and agrees not to
assert in any such action, suit or proceeding that it is not personally subject
to the jurisdiction of such courts, that the action, suit or proceeding is
brought in an inconvenient forum or that venue of the action, suit or proceeding
is improper. The creation of this Mortgage and the rights and remedies of
Mortgagee with respect to the Mortgaged Property, as provided herein and by the
laws of the State, shall be governed by and construed in accordance with the
internal laws of the State without regard to principles of conflict of law. With
respect to other provisions of this Mortgage, this Mortgage shall be governed by
the internal laws of the State of Arizona. Nothing in this Section shall limit
or restrict the right of Mortgagee to commence any proceeding in the federal or
state courts located in the State to the extent Mortgagee deems such proceeding
necessary or advisable to exercise remedies available under the Mortgage or the
other Loan Documents.

      Section 5.16. Indemnification. Except for the gross negligence or willful
misconduct of Mortgagee, Debtor shall indemnify and hold harmless Mortgagee and
Mortgagee's shareholders, directors, officers, agents, and employees from and
against any and all claims, demands, causes of action, suits, proceedings,
liabilities, damages, losses, costs and expenses, including attorneys' fees,
caused by, incurred or resulting from its operations of or relating in any
manner to the Mortgaged Property, whether relating to their original design or
construction, latent defects, alteration, maintenance, use by Debtor or any
person thereon, supervision or otherwise, or from any breach of, default under
or failure to perform any term or provision of this Mortgage by Debtor, its

<PAGE>

officers, employees, agents or other persons. It is expressly understood and
agreed that Debtor's obligations under this Section shall survive the expiration
or earlier termination of this Mortgage for any reason.

      Section 5.17. Waiver of Jury Trial and Punitive, Consequential, Special
and Indirect Damages. MORTGAGEE, BY ACCEPTING THIS MORTGAGE, AND DEBTOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY AND ALL ISSUES PRESENTED IN ANY ACTION,
PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO
AGAINST THE OTHER OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER ARISING OUT OF OR
IN CONNECTION WITH THIS MORTGAGE, THE RELATIONSHIP OF MORTGAGEE AND DEBTOR,
DEBTOR'S USE OR OCCUPANCY OF THE MORTGAGED PROPERTY, AND/OR ANY CLAIM FOR INJURY
OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. THIS WAIVER BY THE PARTIES
HERETO OF ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY HAS BEEN NEGOTIATED AND
IS AN ESSENTIAL ASPECT OF THEIR BARGAIN. FURTHERMORE, DEBTOR HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT IT MAY HAVE TO SEEK PUNITIVE,
CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES FROM MORTGAGEE WITH RESPECT TO ANY
AND ALL ISSUES PRESENTED IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM
BROUGHT BY DEBTOR AGAINST MORTGAGEE OR ITS SUCCESSORS WITH RESPECT TO ANY MATTER
ARISING OUT OF OR IN CONNECTION WITH THIS MORTGAGE OR ANY DOCUMENT CONTEMPLATED
HEREIN OR RELATED HERETO. THE WAIVER BY DEBTOR OF ANY RIGHT IT MAY HAVE TO SEEK
PUNITIVE, CONSEQUENTIAL, SPECIAL AND INDIRECT DAMAGES HAS BEEN NEGOTIATED BY THE
PARTIES HERETO AND IS AN ESSENTIAL ASPECT OF THEIR BARGAIN.

      Section 5.18. Transfer of Loan. Mortgagee may, at any time, sell, transfer
or assign the Note, this Mortgage and the other Loan Documents, and any or all
servicing rights with respect thereto, or grant participations therein or issue
mortgage pass-through certificates or other securities evidencing a beneficial
interest in a rated or unrated public offering or private placement as
contemplated by the Loan Agreement.

      IN WITNESS WHEREOF, Debtor has caused this Mortgage to be executed and
delivered by its duly authorized officers as of the day and year first above
written.

                                         DEBTOR:

                                         SYBRA, INC., a Michigan corporation


--------------------------               By
Signature of Witness                       -------------------------------------
                                         Name
                                             -----------------------------------

<PAGE>

                                         Title
-----------------------------------           ----------------------------------
TYPED Name of Witness in BLACK TYPE

                                         Debtor's Tax Identification Number:

-----------------------------------      38-1844678
Signature of Witness

-----------------------------------                  [Corporate Seal]
TYPED Name of Witness in BLACK TYPE

<PAGE>

STATE OF               ]
                       ]  SS.
COUNTY OF              ]

      The foregoing instrument was acknowledged before me on ___________________
_____________________, 1997, by __________________________________, the
___________________________ of SYBRA, INC., a Michigan corporation, on behalf of
the corporation.

      IN WITNESS WHEREOF, I hereunder set my hand and official seal.


                                      -----------------------------------------
                                      Notary Public

                                      Typed Name of Notary Public in Black Type:

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


My Commission Expires: ____________________



Drafted by:

Kevin J. Morris, Esq.
Streich Lang
Renaissance One
Two North Central Avenue
Phoenix, Arizona 85004

When recorded return to:

Maggie Craft
FFCA Acquisition Corporation
17207 North Perimeter Drive
Scottsdale, Arizona 85255

<PAGE>



                                   EXHIBIT A

                         LEGAL DESCRIPTION OF PREMISES