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                                     FORM OF
                         JUNIOR PARTICIPATION AGREEMENT


                                                       As of March  ___, 2001



                     Re: Acclaim Entertainment, Inc., et al.
                         -----------------------------------

Gentlemen:

         GMAC COMMERCIAL CREDIT LLC formerly known as BNY Factoring, LLC, as
successor by merger to BNY Financial Corporation ("Lender"), having offices at
1290 Avenue of the Americas, New York, New York 10104, has entered into
financing arrangements with ACCLAIM ENTERTAINMENT, INC. ("AEI"), ACCLAIM
DISTRIBUTION, INC. ("ADI"), LJN TOYS, LTD. ("LJN"), ACCLAIM ENTERTAINMENT
CANADA, LTD. ("Canada") and ARENA ENTERTAINMENT INC. ("ARENA"; and together with
AEI, ADI, LJN and Canada, each individually, a "Borrower" and collectively, the
"Borrowers") pursuant to which Lender may, upon certain terms and conditions,
make secured loans and advances and provide other financial accommodations to
the Borrowers, as set forth in that certain Revolving Credit and Security
Agreement dated as of January 1, 1993 among Lender and Borrowers, as amended and
restated on February 28, 1995 (as so amended and as from time to time thereafter
amended, the "Credit Agreement") and various notes, instruments, guaranties,
mortgages, factoring agreements, documents and other agreements executed and/or
delivered in connection therewith (all of the foregoing, together with the
Credit Agreement, as the same now exist or may hereafter be amended, restated,
replaced, renewed, extended, supplemented, substituted or otherwise modified,
collectively, the "Loan Agreements"). All capitalized terms used herein which
are not otherwise defined herein shall have the meaning set forth in the Credit
Agreement.

           _______________________________ ("Junior Participant"), having an
office at ______________________________________, has requested that Lender sell
to Junior Participant, a junior participation in the Loans (as hereinafter
defined) provided by Lender to Borrowers, and Lender is willing to sell such
junior participation to Junior Participant, subject to the terms and conditions
contained in this Junior Participation Agreement (the "Junior Participation
Agreement").

         Contemporaneously herewith, Lender is selling other junior
participations (the "Other Junior Participations"; and together with the Junior
Participation, collectively the "Junior Participations") pursuant to additional
junior participation agreements entered into by Lender with certain other junior
participants (together with their successors and assigns, the "Other Junior
Participants"; and together with Junior Participant, collectively, the "Junior
Participants") on substantially the same terms and conditions as re set forth
herein, and the rights of the Junior


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Participant and the Other Junior Participants with respect to the Junior
Participation purchased by Junior Participant and the Other Junior
Participations purchased by each of the Other Junior Participants shall be pro
rata as among Junior Participant and each Other Junior Participant.

         NOW THEREFORE, in consideration of the mutual benefits accruing to
Lender and Junior Participant hereunder and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto do hereby agree as follows:

         1. Subject to and upon the terms and conditions contained herein,
Lender agrees to sell and transfer to Junior Participant, and Junior Participant
unconditionally and irrevocably agrees to purchase from Lender, an undivided
junior and subordinate interest in all of Lender's right, title and interest in
and to the Loans and a corresponding interest in the Collateral, and the Loan
Agreements in an aggregate amount of $__________ (individually and collectively,
the "Junior Participation"). Lender agrees that the payment received from Junior
Participant in respect of the Junior Participation shall constitute a purchase
from Lender, without recourse, of a subordinated participation in the Loans to
the extent of Junior Participant's Junior Participation with Lender in the loans
and advances provided to Borrowers under the above mentioned Credit Agreement
and the other Loan Agreements, all other extensions of credit from Lender to the
Borrowers and any and all other Obligations of the Borrowers to Lender, of every
type and nature, present and future and however arising (collectively the
"Loans"), including without limitation any and all Obligations to Lender arising
before and/or after any bankruptcy or insolvency proceedings of any of the
Borrowers. Lender acknowledges that upon receipt and collection of $2,500,000
from Junior Participant for the purchase of the Junior Participation, the Junior
Participation shall be deemed to be fully paid for and no further monies shall
be due from Junior Participant to effect the purchase of such Junior
Participation except as otherwise expressly set forth herein. Junior Participant
and Lender acknowledge, confirm and agree that Junior Participant's
Participation is and shall be in all respects pro rata with all other Junior
Participations purchased by the Other Junior Participants. Junior Participant's
Junior Participation is without recourse to Lender and is subject to the terms
and provisions of this Junior Participation Agreement and of all of the loan and
security agreements now or hereafter creating, evidencing or specifically
relating to the loans (the "Loan Documents"). This Junior Participation
Agreement shall be effective as of the date hereof.

         2. Junior Participant shall pay to Lender on the date hereof in cash or
other immediately available funds, the purchase price for the Junior
Participation in the amount of the Junior Participation without offset, defense,
deduction or withholding of any kind. Upon the payment of such purchase price by
Junior Participant to Lender, Junior Participant shall acquire the Junior
Participation to the extent of such payment, which Junior Participation shall be
pro rata with all other Junior Participation in the Loans purchased by the Other
Junior Participants.


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         3. Junior Participant shall at all times have an undivided but
subordinated interest, to the extent of Junior Participant's Junior
Participation, in all Collateral heretofore or hereafter granted and/or assigned
to Lender by the Borrowers from time to time or held by Lender pursuant to the
Credit Agreement and/or the other Loan Agreements, as in each instance
supplemented, modified, amended, renewed, extended and/or replaced. Junior
Participant agrees that Lender may from time to time, in its sole discretion and
without consulting or giving Junior Participant any notice thereof, amend,
modify and/or renew the Credit Agreement and/or the Loan Agreements as Lender
determines, in its sole discretion, provided that the Borrowers agree to such
amendments, modifications and/or renewals, except that, Lender agrees that it
shall not, without the prior written consent of the Junior Participants holding
not less than a majority of the Junior Participations, (i) increase the Maximum
Loan Amount or (ii) permit an Overformula Amount in excess of $35,000,000 to
exist at any one time outstanding, or (iii) amend the definition of "Contract
Rate" appearing in the Credit Agreement to have the effect of reducing the
Contract Rate as in effect on the date hereof.

         4. It is understood and agreed that Junior Participant's Junior
Participation, irrespective of the principal amount of the Loans outstanding at
any time by reason of any right Lender may have to make advances and accept
repayments thereof from time to time or otherwise, shall constitute a junior and
subordinate participation in the Loans to the Borrowers and shall be treated on
a pro rata basis with all other Junior Participations in the Loans purchased by
the Other Junior Participants. Lender and Junior Participant agree that, as
among Lender and Junior Participant, Junior Participant shall not be entitled to
any costs, commissions, fees, expenses or other charges. All fees, costs,
commissions expenses and other charges payable to Lender under the Credit
Agreement and the other Loan Agreements shall be the for the sole benefit of
Lender. Monthly, after receipt by Lender of any interest payable by Borrowers
for such month, Lender shall remit to Junior Participant, to the extent actually
collected from Borrowers, interest on the aggregate principal amount of the
Junior Participation, to the extent advanced and outstanding from time to time,
at the rate of interest then payable by Borrowers under the Credit Agreement.
Lender and Junior Participant acknowledge, confirm and agree that solely for the
purposes of calculating monthly interest payable to Junior Participant
hereunder, in any given month the amount of the Junior Participation shall at
all times be deemed to be outstanding in an amount not to exceed the lesser of
(a) the Junior Participation, and (b) the aggregate outstanding amount of the
Loans from time to time during any such month. Junior Participant further agrees
that, except as otherwise set forth herein, Lender may from time to time, in its
sole discretion, and without consulting Junior Participant or giving Junior
Participant any notice thereof, amend, modify cancel, reinstate and/or renew the
Credit Agreement or the other Loan Agreements, as Lender and the Borrowers may
agree, waive any or all of Lender's rights thereunder, or release any or all
Collateral now or hereafter held thereunder or in connection therewith, or any
or all guarantees applicable thereto, and that Junior Participant will remain
bound hereunder. Junior Participant understands and acknowledges that the
Borrowers

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will not at any time be indebted to Junior Participant by reason of Junior
Participant's Junior Participation hereunder and Junior Participant hereby
confirms to and agrees with Lender that Junior Participant will have no right to
and will not at any time, offset any amount owing by Junior Participant to the
Borrowers, or look to or enforce any Collateral, security or guarantees now or
hereafter held by Junior Participant for the Borrowers' account, against Junior
Participant's Junior Participation hereunder or any part thereof.

         5. The principal of Junior Participant's Junior Participation shall be
repayable by Lender to Junior Participant only pursuant to Paragraph 9 below.
Notwithstanding anything to the contrary set forth herein, following the
effective termination date of all of the transactions of the Borrowers with
Lender, the principal of Junior Participant's Junior Participation shall be
repayable by Lender to Junior Participant only out of any surplus received by
Lender remaining after the indefeasible payment in full to Lender of all Loans
and all other Obligations owing to Lender, however arising, under the Credit
Agreement, the other Loan Agreements, by operation of law and otherwise
(exclusive of Junior Participant's Junior Participation in the Loans), including
without limitation all pertinent expenses, interest and charges, and to any
other senior participant of all monies owing to it under its participation with
Lender. Such surplus, if any, shall be turned over to Junior Participant,
subject to and in accordance with the other terms and provisions hereof, pro
rata and in the same proportions as Junior Participant's percentage
participation in the Loans with the Other Junior Participants, but in no event
shall the amount so turned over exceed the amount of Junior Participant's
respective participation plus accrued interest.

         6. The account of the Borrowers and the servicing and management of all
transactions in connection therewith, including without limitation all Loans and
collections, as well as all enforcement of all rights and remedies and all
realizations upon or in respect of Collateral, shall be conducted solely by
Lender and in Lender's name, for the joint benefit of Lender and Junior
Participant, without charge for its administration or clerical expenses except
to the extent chargeable to the Borrowers under the Credit Agreement and/or the
other Loan Agreements. Junior Participant acknowledges that Junior Participant
shall not have the right at any time to require Lender to terminate the Credit
Agreement or the other Loan Agreements, or to otherwise terminate any
transactions at any time and from time to time with or concerning the Borrowers.
Junior Participant acknowledges that Lender has made no representations or
warranties, express or implied, as to the Borrowers, the Credit Agreement, the
other Loan Agreements, the transactions or the Collateral, or the legal
validity, enforceability or collectibility thereof, and that Junior Participant
is fully familiar with and approved all of the details thereof. In giving or
withholding consents or approvals, taking, holding, permitting substitutions for
or releasing Collateral, obtaining or releasing the primary or secondary
liability of any party with respect to the Loans or any Collateral therefor, and
otherwise in exercising, refraining from exercising, or waiving any of its
rights under the Credit Agreement and/or the other Loan



                                       4

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Agreements (all of which Lender may do in its sole discretion without notice to
or consent by Junior Participant), Lender will endeavor to use the same care as
if the Loans were solely for Lender's account, but Lender shall be under no
fiduciary duty to Junior Participant and Lender shall be liable to Junior
Participant only for Lender's own willful misconduct. Lender may make Loans and
may enter into such other agreements and transactions with Borrowers as Lender
may, at any time and from time to time, in its sole judgment, deem advisable,
without notice to or consent from Junior Participant.

         7. All attorneys' fees, court costs, collection expenses and other
legal or extraordinary expenses, if advanced or paid by Lender to or for the
account of the Borrowers or for the care, preservation or collection of the
Collateral shall be included within the Obligations and recovered by Lender from
the Collateral. All sums collected by Lender upon the Collateral shall be
applied first to the payment to Lender of the aforesaid Obligations, however
arising, in such order and priority as we may in its sole discretion deem
appropriate. In respect of the foregoing expense, Lender shall have the right to
incur such expenses in its discretion as Lender deems advisable.

         8. Lender will service and manage the transactions and the Collateral,
it being specifically understood and agreed that Lender may from time to time
make Loans to the Borrowers in excess of any limitations in the Credit Agreement
and without regard to the Collateral. Lender may make substantial Overformula
Amounts available to the Borrowers relying upon Junior Participant's Junior
Participation (but Lender shall not, without the prior written consent of the
Junior Participants holding not less than a majority of the Junior
Participations, make Overformula Amounts available to Borrowers in excess of
$35,000,000 outstanding at any one time), notwithstanding the fact that in its
opinion Lender may not have sufficient Collateral. Junior Participant has agreed
to Lender making such Loans. Lender does not assume and shall have no
responsibility or liability, express or implied, for the collectibility,
enforceability, genuineness or validity of the transactions or the Collateral,
or the financial condition of the Borrowers or any obligation on the Borrowers'
account, or credit or other information furnished by Lender to Junior
Participant.

         9. Junior Participant may not terminate Junior Participant's Junior
Participation since Lender is relying on the same in making loans and advances
to the Borrowers. Notwithstanding anything to the contrary and set forth herein,
provided that no Event of Default or Overformula Amount then exists or would
exist after given effect to any repurchase by Lender of Junior Participant's
Junior Participation, Lender shall repurchase the Junior Participation from
Junior Participant upon the earlier to occur of: (i) the fourth annual
anniversary of the execution date of this Junior Participation Agreement, or
(ii) termination of the Credit Agreement, the other Loan Agreements and the
indefeasible repayment in full of all Obligations of Borrowers to Lender. At the
option of Lender, upon the effective date of any repurchase by Lender of the
Junior






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Participation, Lender may retain in an account maintained by Lender, the
amount of such Junior Participation, or require a delivery of a Letter of Credit
issued in favor of Lender by an issuing bank acceptable to Lender in a face
amount equal to the Junior Participation amount to be held
by Lender until the expiration of applicable preference or fraudulent conveyance
periods under applicable insolvency or bankruptcy laws, so as to ensure the
indefeasible payment in full of all Obligations owed and owing by Borrowers to
Lender under the Credit Agreement and the other Loan Agreements.

         10. Nothing herein contained shall confer upon either Junior
Participant or Lender any interest in, or subject either Junior Participant or
Lender to any liability for the business, assets, profits, losses or obligations
of the other, except only that Junior Participant shall not be relieved of
Junior Participant's responsibility to Lender to participate in the loan
transactions with Lender as herein set forth. In the event that there may be, at
any time, any amounts received or realized by Junior Participant from, or for
the benefit of, the Borrowers or any guarantors of the Obligations, by reason of
any right of lien or set-off that Junior Participant may be able to assert or in
any other respect, including without limitation under any agreement between
Junior Participant and the Borrowers or any guarantors of the Obligations that
does not specifically relate to the Loans or Junior Participant's Junior
Participation therein, such amounts shall be held by Junior Participant in trust
for Lender and shall be immediately remitted by Junior Participant to Lender, to
be held and applied by Lender in accordance with this Junior Participation
Agreement.

         11. All notices shall be in writing and mailed to the respective
parties at the addresses given. This Junior Participation Agreement shall be
subject to the provisions of the Credit Agreement and the other Loan Agreements,
shall be governed by the laws of New York, may not be amended or modified
orally, and shall bind its respective representatives, successors and assigns.
Junior Participant hereby consents to the non-exclusive jurisdiction of the
Supreme Court of the State of New York for the County of New York and the United
States District Court for the Southern District of New York in any action or
proceeding under, arising out of or related to the Junior Participation
Agreement and the Loan Agreements, and Junior Participant hereby waives any
right to remove to federal court any action commenced by Lender in any state
court.

         12. Junior Participant shall promptly repay to Lender any sum paid by
Lender to Junior Participant under or in relation to this Junior Participation
Agreement in the event that Lender repays the same to the Borrowers or their
respective representatives for any reason whatsoever, with interest thereon from
the date Lender repays the same to the Borrowers until Junior Participant repays
the same to Lender in full at the rate of interest payable to Junior Participant
hereunder. Without limiting the foregoing, Junior Participant agrees that in the
event all or any portion of Junior Participant's participating share is repaid
to Junior Participant, then Junior Participant shall remain liable to Lender
hereunder and shall repurchase such Junior



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Participation from Lender for the full amount of such repayment, together with
interest thereon from the date of such repayment, at the same rate applicable to
the Borrowers under the Credit Agreement, to the extent that the amount of any
such repayment may be recovered from Lender for any reason whatsoever, whether
as a preference or fraudulent transfer under Title 11 of the United States Code,
or any other applicable federal or state law, by reason of litigation or
otherwise. Whether or not Lender may give Junior Participant notice of the
institution of any such action or proceeding, legal or otherwise, Junior
Participant agrees to be conclusively bound by any such adjudication or other
proceeding, by any judgment or award decree entered therein, or by settlement of
the claims asserted against Lender. If the Borrowers or any other person or
entity threatens or commences any such proceeding, or asserts any other action,
claim or demand arising under or in relation to the Credit Agreement, the Loans
or any related transactions, then any monies paid by Lender in payment,
satisfaction or compromise of any such action, claim or demand, as well as all
costs, fees and expenses, including without limitation attorneys' fees and
disbursements, and all out-of-pocket costs, fees and expenses paid or incurred
in connection therewith shall be deemed expenses which are included within the
Obligations in which Junior Participant are participating in accordance with
this Junior Participation Agreement.

         13. This Junior Participation Agreement cannot be changed or terminated
orally and is for the benefit of and binding upon each of other parties hereto
and the respective successors and assigns of each, except that Junior
Participant may not assign or transfer any of Junior Participant's rights or
obligations under this Junior Participation Agreement without Lender's prior
written consent, and no such assignment or transfer of any such obligation shall
relieve Junior Participant thereof unless Lender has consented to such release
in a writing specifically referring to the obligations from which Junior
Participant are to be released. This Junior Participation Agreement, and any
concurrent or subsequent written supplements thereto or amendments thereof
signed by both of us, represent its entire understanding and supersede all
inconsistent agreements and communications, written or oral, between Junior
Participant and its officers, employees, agents and other representatives.

         14. The provisions of this Junior Participation Agreement shall
continue, however, and shall survive and continue to apply, notwithstanding the
commencement of any bankruptcy or insolvency proceedings of any Borrower.

         15. (a) Upon payment in full of all of the obligations (including the
Obligations as defined in the Credit Agreement, but exclusive of Junior
Participant's Junior Participation in the Loans) of Borrowers to Lender arising
under or in connection with the Credit Agreement and upon termination of
Borrower's right to request Advances under the Credit Agreement (the "Effective
Date"), Lender shall assign to Junior Participant, pro rata and in the same
proportion as Junior Participant's percentage participation in the Loans with
the Other Junior Participants, all of its rights under the Loan Agreements
without representation or warranty of any kind, nature


                                        7

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or description and without recourse to Lender under any circumstances. Without
limiting the generality of the foregoing, Junior Participant acknowledges that
Lender has made no representation or warranty as to the financial condition of
Borrowers or account debtors, values, quality, quantities, properties or
improvements or other assets or the collectibility or realizability of any
Collateral or any Obligations or as to the legality, validity, enforceability,
perfection or priority of any Obligations, Collateral or the Loan Agreements.
Junior Participant acknowledges that it has made, to the extent determined by
Junior Participant to be necessary or prudent, its own independent investigation
and determination of the foregoing matters and all other matters pertaining to
the assignment contemplated hereby and will again satisfy itself with respect
thereto as of the Effective Date.

                  (b) In order to more fully effect and evidence the assignment
to be made hereby, within thirty (30) days after the Effective Date, Lender does
hereby agree to deliver to Junior Participant, at Junior Participant's expense,
fully executed original Uniform Commercial Code ("UCC") assignments of all UCC
financing statements and deeds of trust which are on file by Lender, as secured
party, against each Borrower, as debtor, together with appropriate instruments,
in mutually acceptable form, specifically assigning to Junior Participant,
without representation or warranty and without recourse, the Loan Agreements as
contemplated in paragraph 15(a) above.

                  (c) From and after the Effective Date, Junior Participant does
hereby agree to indemnify Lender, its parents and affiliates and each of their
officers, directors, employees and agents (the "Indemnified Parties") from, and
hold the Indemnified Parties harmless against, all claims, losses, liabilities
and expenses the Indemnified Parties or any of them may suffer or incur in
connection with any matter or thing relating to the Loan Agreements or
transactions thereunder arising after the assignment hereunder, whenever
asserted, and/or in connection with any matter or thing relating to this Junior
Participation Agreement or the assignment made hereunder, whenever arising or
asserted, including, without limitation, any amounts which Lender is required to
remit to any person after the commencement of any bankruptcy or insolvency
proceedings. Junior Participant shall pay Indemnified Parties, on demand, for
any loss, costs, damage or expense suffered, paid or incurred by Indemnified
Parties, or any of them, in connection with any matter indemnified by Junior
Participant hereby. Junior Participant's liability for indemnification of Lender
and Borrowers' liability for indemnification of Lender (as set forth in the
consent annexed hereto) shall be joint and several as to matters subject to
indemnification by both Junior Participant and Borrowers.

                  (d) In addition to, and not in limitation of the foregoing,
Junior Participant agrees to indemnify Lender from, and hold Lender harmless
against, all losses and liabilities which Lender may incur as a result of any
non-payment or dishonor of any checks or similar instruments which have been
credited to Borrowers' account with Lender and as to which funds



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so credited have been transferred to Borrowers, together with any expenses or
other charges incident thereto. The amount of any such losses or liabilities
indemnified under this paragraph 15 shall be paid to Lender promptly by Junior
Participant upon Lender's written demand therefor, and the amount of the demand
shall be conclusive upon Junior Participant.

                  (e) Junior Participant and Lender hereby expressly
acknowledge, confirm and agree that the assignment contemplated to be made
hereunder shall not be effective unless and until Lender notifies Junior
Participant in writing that all of the obligations under the Loan Agreements
have been paid in full, exclusive of Junior Participant's Junior Participation
in the Loans, and termination of the Borrowers' right to request Advances under
the Credit Agreement (the receipt of Junior Participant of such notice being
hereinafter referred to as the "Assignment Date"). Junior Participant further
expressly acknowledges, confirms and agrees that prior to the Assignment Date,
Junior Participant has no rights or remedies under the Loan Agreements of any
kind, nature or description and that Lender has no obligations under the Loan
Agreements to Junior Participant of any kind, nature or description.

         16. TO THE EXTENT LEGALLY PERMISSIBLE, BOTH JUNIOR PARTICIPANT AND
LENDER WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION RELATING TO
TRANSACTIONS UNDER THIS JUNIOR PARTICIPATION AGREEMENT, WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE.

                  JUNIOR PARTICIPANT EXPRESSLY RECOGNIZES THAT THE CREDIT
AGREEMENT IS BEING PROVIDED TO, OR IS BEING CONTINUED WITH, THE BORROWERS IN
RELIANCE UPON JUNIOR PARTICIPANT'S ONGOING OBLIGATION HEREUNDER TO PARTICIPATE
IN SUCH CREDIT AGREEMENT AND ALL OBLIGATIONS, AS SET FORTH HEREIN. ALSO AS SET
FORTH HEREIN, JUNIOR PARTICIPANT HAS NO RIGHT TO REQUEST OR TO OBTAIN A
TERMINATION OF THE CREDIT AGREEMENT OR JUNIOR PARTICIPANT'S JUNIOR
PARTICIPATION. JUNIOR PARTICIPANT IS ALSO NOT ENTITLED TO REPAYMENT OF JUNIOR
PARTICIPANT'S JUNIOR PARTICIPATION SHARE AS A MATTER OF RIGHT, EXCEPT ONLY AS
SPECIFIED IN PARAGRAPH 9 ABOVE, OR UPON TERMINATION OF THE CREDIT AGREEMENT AND
ALL OTHER TRANSACTIONS WITH OR CONCERNING THE BORROWERS AND ONLY TO THE EXTENT
OF JUNIOR PARTICIPANT'S PRO RATA SHARE OF REALIZATIONS, IF ANY, ON THE
COLLATERAL AFTER INDEFEASIBLE PAYMENT IN FULL TO LENDER OF THE OBLIGATIONS,
SUBJECT TO THE TERMS HEREOF AND AS MORE FULLY SET FORTH HEREIN. REPAYMENT OF
JUNIOR PARTICIPANT'S JUNIOR PARTICIPATION, TO THE LIMITED EXTENT THAT THE SAME
MAY OCCUR IN ACCORDANCE WITH THIS AGREEMENT, MAY BE SIGNIFICANTLY POSTPONED, OR
MAY ALSO BE SUBJECT TO POSSIBLE RECAPTURE. AS A JUNIOR PARTICIPANT IN THE CREDIT
AGREEMENT AND IN LENDER'S OBLIGATIONS FROM



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THE BORROWERS AND THERE ARE OTHER SUBSTANTIAL RISKS THAT JUNIOR PARTICIPANT HAS
AGREED TO ASSUME.

         17. The unenforceability or invalidity of any one or more provisions
hereof shall not render any other provisions herein contained unenforceable or
invalid.
         18. Each signatory acknowledges that such signatory is and has been
represented by counsel of such signatory's own choosing in connection with the
negotiation and execution of this Junior Participation Agreement, and any and
all documents executed or provided hereunder. No prior drafts or memoranda
prepared by any parties shall be used to construe or interpret any provision
hereof, nor shall any one party hereto be considered the "drafter" of this
Junior Participation Agreement for the purposes of construing the terms,
conditions and obligations set forth herein.

         19. This Junior Participation Agreement may be executed in one or more
counterparts, each of which shall constitute but one and the same agreement.

         If the foregoing correctly sets forth our understanding, kindly sign
and return to us the enclosed counterpart of this letter.

                     Very truly yours,

                     GMAC COMMERCIAL CREDIT LLC

                     By:________________________________

                     Title: ______________________________



                       [SIGNATURES CONTINUED ON NEXT PAGE]

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                    [SIGNATURES CONTINUED FROM PREVIOUS PAGE]



ACCEPTED AND AGREED:

[Participant]

By:________________________________

Title: ______________________________



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