EXHIBIT 10.38



                  APRIL 2004 MORTGAGE LOAN ASSIGNMENT AGREEMENT
                           (April 2004 Series 1 Loan)



     THIS MORTGAGE LOAN  ASSIGNMENT  AGREEMENT  (this  "Assignment")  made as of
April 28,  2004,  constitutes  an  assignment  from NB FINANCE,  LTD., a Bermuda
corporation (the "Assignor"), to NB CAPITAL CORPORATION, a Maryland corporation,
(the "Assignee"),  and an agreement by and among Assignor, Assignee and NATIONAL
BANK OF CANADA,  a Canadian  chartered bank, as custodian and servicer on behalf
of Assignee (the "Bank").

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS,  Assignor and Assignee have entered into a certain Loan Agreement,
as of April 28, 2004 (such Loan Agreement, as it may be amended or modified from
time to time,  the "Loan  Agreement"),  under the terms of which  Assignee  has,
subject to the terms and conditions thereof, lent with respect to the April 2004
Series  1 Loan  (as  defined  in the  Loan  Agreement)  a  principal  amount  of
US$30,031,218.52 to Assignor, as of April 28, 2004.

     WHEREAS,  to evidence and secure its obligations  with respect to the April
2004 Series 1 Loan under the Loan Agreement,  Assignor shall execute and deliver
certain Loan Documents (as defined in the Loan Agreement).

     WHEREAS,  Assignee has required and Assignor has agreed that Assignor shall
assign all of its right,  title and interest in, to and under the mortgage loans
listed on Exhibit A attached hereto (the "Mortgage  Loans"),  each such Mortgage
Loan evidenced by certain agreements,  deeds and proceedings (the "Mortgage Loan
Document") to Assignee and permit Assignee or its agents, to administer, perform
and enforce the Mortgage  Loans upon the terms and  conditions  hereinafter  set
forth.

     NOW, THEREFORE, in consideration of the transactions hereinabove described,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1. Assignment.

          (a) Assignor as beneficial owner hereby assigns, charges and sets over
     to Assignee, and its successors and assigns,  without recourse to Assignor,
     all of Assignor's right,  title and interest now or hereafter  acquired in,
     to and under the Mortgage Loans and all of the real property (together with
     any proceeds  (including,  but not limited to, any insurance,  casualty and
     mortgage  insurance  proceeds),  products,   substitutions,   additions  or
     replacements  of any  collateral  mortgaged,  assigned or pledged under the
     Mortgage Loans) described therein (collectively, the "Collateral").

          (b) Assignee  hereby  accepts the foregoing  assignment,  on behalf of
     itself and its respective successors and assigns.

<PAGE>
                                      -2-


          (c)   Assignor   hereby   appoints   Assignee   the  true  and  lawful
     attorney-in-fact of Assignor,  with full power of substitution,  in its own
     name, both before and/or after any Event of Default (as defined in the Loan
     Agreement),  to take any action  under or in  connection  with the Mortgage
     Loans.  This power shall be deemed to be coupled with an interest and shall
     be irrevocable.

          (d) Assignor  agrees that the assignment  herein  provided is absolute
     and from and after the date hereof,  subject to Section 16,  Assignee shall
     obtain legal title to the Mortgage  Loans and Assignor  shall not have, and
     shall not exercise, any rights in and to the Collateral, including, without
     limitation,  any rights as payee,  mortgagee  or assignee  under any of the
     Mortgage  Loan  Documents,  or any rights to  receive  any  payments  or to
     exercise or omit to exercise,  waive,  compromise or make any other actions
     or determinations or give or receive any notices under or in respect of the
     Mortgage  Loan  Documents,  except such as Assignee  may direct in order to
     better  effectuate  the rights,  remedies and security  herein  provided or
     contemplated.

          (e) Assignee, as payee under the Mortgage Loans, shall have the right,
     both  before  and  after  an  Event  of  Default  (as  defined  in the Loan
     Agreement)  to collect and receive all payments of  principal  and interest
     and any other amounts due and payable under the Mortgage Loan Documents. On
     each  Interest  Payment Date (as defined in the Loan  Agreement),  Assignee
     shall apply the US Dollar  Equivalent (as defined in the Loan Agreement) of
     the funds  collected  under the Mortgage Loan  Documents (i) first,  to the
     payment of any  interest  due and payable  under the Loan  Documents,  (ii)
     second, to the payment of any scheduled or unscheduled  principal  payments
     due and payable under the Loan  Documents,  (iii) third,  to the payment of
     any Excess Loan Amount (as defined in the Loan  Agreement) and (iv) fourth,
     to any other amounts due and payable under the Loan Documents and shall, to
     the extent  available  after  payment of the amounts in clauses (i),  (ii),
     (iii) and (iv) above,  remit the balance of any  collections or payments to
     Assignor.

          TO HAVE AND TO HOLD the same unto  Assignee,  and its  successors  and
     assigns.

     2.  Representations  and  Warranties of Assignor.  Assignor  represents and
warrants as follows:

          (a)  Assignor  (i) is the sole  owner of the  Mortgage  Loans and such
     ownership  is free  and  clear  of any  lien,  security  interest  or other
     encumbrance,  (ii) has not granted any  participation  or other interest or
     assignment,  other  option or rights to the Mortgage  Loans,  other than to
     Assignee,  and (iii) has not  pledged,  collaterally  assigned or otherwise
     hypothecated  any  interest  therein  or  agreed  to do so,  other  than to
     Assignee.

          (b) The  registered  office and  principal  place of  business  of the
     Assignor is located in Hamilton, Bermuda.

          (c) The  execution,  delivery and  performance  of this  Assignment by
     Assignor  are  within  Assignor's  power  and  authority,  have  been  duly
     authorized by all necessary  action and do not and will not (i) require any
     authorization which has not been

<PAGE>
                                      -3-


     obtained,  (ii) contravene the articles of  incorporation or by-laws of the
     Assignor, any applicable laws or any agreement or restriction binding on or
     affecting  Assignor  or its  property,  or (iii)  result in or require  the
     creation or  imposition of any lien or right of others upon or with respect
     to any property  now or in the future  owned by Assignor  (other than liens
     created in favor of Assignee  hereunder).  No  authorization  which has not
     been obtained is required for the assignment  hereunder or the  enforcement
     by Assignee of its remedies under this Assignment.  This  Assignment,  when
     executed  and  delivered,  will  constitute  the legal,  valid and  binding
     obligation of Assignor  enforceable against Assignor in accordance with its
     terms,  except as enforcement  may be limited by bankruptcy,  insolvency or
     other similar laws affecting the rights of creditors generally.

          (d) The originals (including  duplicate originals,  if any) of all the
     Mortgage Loan Documents, have been simultaneously herewith delivered to the
     Bank as custodian for Assignee  (except for any loan  documents  which have
     been or will be submitted to public  officials  for filing or recording and
     policies of title or other  insurance  which have not yet been  received by
     Assignor,  which in either case will be  delivered  directly to the Bank or
     forthwith turned over to the Bank as and when received by the Assignor).

     3. Servicing. Until the satisfaction in full of all obligations of Assignor
under the Loan Agreement shall have occurred:

          (a) Assignee or its agents, shall have the sole power and authority to
     do or refrain from doing any act under or in  connection  with the Mortgage
     Loan Documents and the property  described  therein and/or this Assignment,
     including,  without  limitation,  the sole power and  authority in its sole
     discretion,  to (i)  advance  funds  thereunder,  (ii)  determine  that all
     conditions to the advance of funds  thereunder  have been  satisfied (or to
     waive  some or all of the  conditions  to  advance  thereunder),  and (iii)
     determine that a default or event of default has occurred thereunder and to
     give any notice, demand or protest in respect thereof;

          (b)  Assignor  acknowledges  that (i) the Bank,  as agent of Assignee,
     shall be named as mortgagee and loss payee on all fire,  extended  coverage
     and other  hazard  insurance  policies  required  under the  Mortgage  Loan
     Documents,  to the  extent  set forth  therein  and (ii)  Assignor  and any
     mortgage and all other  parties  obligated  to Assignor  under the Mortgage
     Loan  Documents  shall  deal  solely  with the  Bank,  acting  on behalf of
     Assignee,  under the Mortgage Loan Documents and this Assignment,  Assignor
     and all other  parties  so  obligated  shall be  entitled  to rely on their
     actions so taken with  respect to the Bank and upon the action taken by the
     Bank,  acting  on  behalf  of  Assignee,  with  respect  to them  until the
     satisfaction  in  full  of all  obligations  of  Assignor  under  the  Loan
     Agreement or until  Assignee  shall  appoint  another  person to act on its
     behalf  (or  otherwise  revoke  the  Bank's  authority  to act on behalf of
     Assignee);

          (c)  Assignor  agrees that  Assignee or it agents  shall have the full
     power and authority, in its discretion,  to take, or defer from taking, any
     and all actions with respect to the  administration  and enforcement of the
     Loan Documents, in order to effectuate the purposes contemplated herein and
     therein,  including the right,  power and authority to exercise any and all
     of the rights,  remedies and options reserved to Assignee or its

<PAGE>
                                      -4-


     agents in, or given by law or equity to  Assignee or it agents as holder of
     the Mortgage Loan Documents, to enforce the Mortgage Loan Documents, and to
     take such other actions for the protection and  preservation of the lien of
     the  Mortgages,  and protect and preserve all  property  described  therein
     should  Assignee or its agents become the owner thereof by  foreclosure  or
     otherwise as may be necessary and/or appropriate.

     4. Event of Default: Remedies. If an event of default shall occur under any
Mortgage Loan (an "Event of Default"), Assignee or its agents shall have all the
rights  and  remedies  which  would  be  available  to  Assignor  (but  for this
Assignment)  under the  Mortgage  Loan  Documents  as set forth  therein  and as
permitted   thereunder  or  otherwise   available  to  Assignor  (but  for  this
Assignment)  in law or in  equity,  including,  without  limitation  but in each
instance  to the extent  provided in and as  conditioned  by the  Mortgage  Loan
Documents, the right:

          (a) To  accelerate  the maturity of such  Mortgage  Loan and all other
     amounts due under the applicable Mortgage Loan Documents and to declare the
     same to be or  become  immediately  due and  payable  and  enforce  payment
     thereof upon the happening of any Event of Default by the  mortgagor  under
     such  Mortgage  Loan,  as  permitted  therein,  after  the  giving  of such
     applicable notice and/or the passage of such time as may be provided for in
     such Mortgage Loan;

          (b) To take such  steps,  institute  and  prosecute  such  actions and
     proceedings and do or omit such acts which, in its judgment,  are advisable
     in order to enforce  payment of all  amounts  due under the  Mortgage  Loan
     Documents  and realize  upon the  security  provided  therefor,  including,
     without  limitation,  (i) to select any of the remedies available under the
     Mortgage Loan Documents or otherwise available at law or in equity, (ii) to
     enter into or consent to any amendment,  modification  and/or  extension of
     the Mortgage Loan Documents, (iii) to enter into or consent to any release,
     substitution  or  exchange  of all or any  part of any  security  for  such
     Mortgage Loan,  (iv) to waive any claim against the mortgagor or any person
     or entity  obligated  under the Loan  Documents  and (v) to defer,  extend,
     increase or decrease  any payment,  instalment  or other sum required or on
     account  of  such  Mortgage  Loan  and/or  the  applicable   Mortgage  Loan
     Documents;

          (c) To discontinue any such action or proceeding commenced as provided
     in subsection 4(b) above or to stay, delay, defer,  discontinue or withdraw
     the same;

          (d) To enter or cause to be entered a bid at any  foreclosure  sale of
     the  property  mortgaged  securing  such  Mortgage  Loan  pursuant  to  the
     applicable  Mortgage  Loan  Documents  (each  such  property  a  "Mortgaged
     Property") or any portion thereof;

          (e) To acquire title in and to any  Mortgaged  Property or any portion
     thereof  in any  foreclosure  proceeding  in its  name  or the  name of its
     nominee or designee;

          (f) To accept a deed to any Mortgaged  Property or any portion thereof
     in lieu of foreclosure  and to release the mortgagor  from its  obligations
     under  the  Mortgage  Loan  in  consideration  of  such  deed  in  lieu  of
     foreclosure;

<PAGE>
                                      -5-


          (g) To  operate,  manage  and/or  develop,  or hire agents to operate,
     manage and/or develop, any foreclosed or acquired Mortgaged Property and to
     lease all or any portion thereof upon such terms and conditions as it deems
     to be in the best interests of Assignee;

          (h) To sell any  foreclosed  or  acquired  Mortgaged  Property  or any
     portion thereof, upon such terms as it may deem to be in the best interests
     of Assignee,  including,  without limitation, the right to take back one or
     more purchase money notes and mortgages;

          (i) To make  advances for the payment for taxes,  assessments,  water,
     sewer and vault charges, and all interest and penalties thereon,  insurance
     premiums and other  similar or dissimilar  items  relating to any Mortgaged
     Property,   to  the  extent  permitted  by  the  applicable  Mortgage  Loan
     Documents;

          (j) To make  advances  for the  account  of the  mortgagor  under such
     Mortgage  Loan,  to the extent  permitted by the  applicable  Mortgage Loan
     Documents;

          (k) To collect, sue for, receive and, subject to applicable provisions
     of law,  settle or  compromise  any  claims  for loss or damage  covered by
     insurance  and/or  condemnation  of  all or any  portion  of any  Mortgaged
     Property  and to exercise  its  discretion  in the proper  application  and
     disposition  of the net  proceeds  of such  insurance  and/or  condemnation
     award;

          (l) To sell the Mortgage Loan at a fair market value; and

          (m) Generally to do and take any and all actions  which,  but for this
     Assignment,  the  Assignor  would be  entitled to do and take under or with
     respect to the applicable Mortgage Loan Documents;  it being understood and
     agreed that this  Assignment  does not confer upon the Assignee any greater
     rights with respect to the Mortgage Loan Documents than granted to Assignor
     or expand or extend  such  rights,  the purpose of this  Assignment  being,
     inter alia, to assign,  transfer and allocate such rights and not to create
     new rights against any mortgagor under the applicable  Mortgage Loan, or to
     limit the rights or expand the  obligations of any such  mortgagor,  and in
     the event of any conflict between the provisions of this Assignment and the
     provisions of the Mortgage Loan  Documents,  the provisions of the Mortgage
     Loan Documents, shall control.

     5. Possession of Mortgage Loan  Documents.  From and after the date of this
Assignment,  the Bank shall no longer hold the duly  executed  originals  of the
Mortgage  Loan  Documents on its own behalf or as custodian  for  Assignor,  but
shall hold the same as custodian for Assignee,  pursuant to the terms of (i) the
custodial  agreement  dated as of April  28,  2004 by and  between  the Bank and
Assignee and (ii) the Amended and Restated Servicing  Agreement dated as of June
28, 2001 by and between the Bank and Assignee.

<PAGE>
                                      -6-


     6. Further Assurances.

          (a)  Assignor  agrees  that at any time and from time to time,  at the
     expense of Assignor, Assignor will promptly execute and deliver all further
     instruments  and  documents,  and  take  all  further  action,  that may be
     necessary  or  desirable,  or that  Assignee  may  reasonably  request,  to
     effectuate  the purpose or provisions  of this  Assignment or to confirm or
     perfect  any  transaction  described  or  contemplated  herein or to enable
     Assignee  or its agents to exercise  and  enforce  its rights and  remedies
     hereunder with respect to any Mortgage Loan Document. Assignor and Assignee
     agree that Assignor shall reasonably cooperate (i) in preparing, executing,
     delivering  or having  prepared,  delivered and executed by January 1, 2005
     such documents or instruments  which are necessary or desirable to register
     legal  title  to  each  Mortgage  Loan  in  the  name  of  Assignee  in the
     appropriate  land  registry or other office of public  record,  and (ii) in
     registering  legal title to each  Mortgage  Loan in the name of Assignee in
     the event the credit  rating of the Bank (or such  other  agent as may hold
     the Mortgage  Loans on behalf of Assignee) will fall below either "BBB-" by
     Standard & Poor's  Rating  Services or "Baa" by Moody's  Investor  Service,
     Inc.

          (b)  Assignor  hereby  authorizes  Assignee  or its agents to file and
     record one or more  financing or  continuation  statements  and  amendments
     thereto,  relative  to all or any part of the Loan  Documents  without  the
     signature of Assignor where permitted by the law.

     7. Assignment. This Assignment shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns.

     8.  Notices.  All notices and other  communications  provided for hereunder
shall be in writing (including telegraphic, telecopy or telex communication) and
mailed,  telegraphed,  telecopied,  telexed or delivered, if to Assignor, at its
address  at c/o  Codan  Services  Limited,  Clarendon  House,  2 Church  Street,
Hamilton,  HM 11,  Bermuda,  Attention:  Secretary;  and if to Assignee,  at its
address at 125 West 55th  Street,  New York,  New York 10019,  Attention:  Chief
Financial Officer;  or as to each other party, at such other address as shall be
designated by such party in a written notice to Assignee and Assignor.  All such
notices and  communications  shall,  when  mailed,  telegraphed,  telecopied  or
telexed,  be effective when  deposited in the mails,  delivered to the telegraph
company,   transmitted   by  telecopier   or  confirmed  by  telex   answerback,
respectively.

     9.  Governing Law. This  Assignment and Agreement  shall be governed by and
construed in accordance with the laws of Bermuda.

     10. Jurisdiction.

          (a) Each of the parties hereto hereby irrevocably and  unconditionally
     submits, for itself and its property,  to the nonexclusive  jurisdiction of
     any court  sitting in Bermuda,  and any  appellate  court  thereof,  in any
     action or proceeding arising out of or relating to this Assignment,  or for
     recognition or enforcement of any judgment,  and each of the parties hereto
     hereby irrevocably and unconditionally agrees that all claims in respect of
     any such  action  or  proceeding  may be heard and  determined  in any such



<PAGE>
                                      -7-


     Bermuda  court.  Each of the parties hereto agrees that a final judgment in
     any such action or proceeding  shall be  conclusive  and may be enforced in
     other jurisdictions by suit on the judgment or in any other manner provided
     by law.  Nothing in this  Assignment  shall affect any right that any party
     may  otherwise  have to bring any  action or  proceeding  relating  to this
     Assignment in the courts of any jurisdiction.

          (b) Each of the parties hereto irrevocably and unconditionally waives,
     to the fullest  extent it may legally and  effectively do so, any objection
     that it may now or  hereafter  have to the  laying  of venue  of any  suit,
     action or proceeding  arising out of or relating to this  Assignment in any
     Bermuda court. Each of the parties hereto hereby irrevocably waives, to the
     fullest extent  permitted by law, the defense of an  inconvenient  forum to
     the  maintenance  of such action or proceeding in any such court.  Assignee
     hereby irrevocably appoints Codan Services Limited, Clarendon House, Church
     Street,  Hamilton HM CX, Bermuda ("Assignee's Process Agent"), as its agent
     to  receive,  on behalf of  Assignee,  service of copies of the summons and
     complaint  and any other  process which may be served in any such action or
     proceeding. Any such service may be made by mailing or delivering a copy of
     such  process,  if to  Assignee,  in care of  Assignee's  Process  Agent at
     Assignee's  Process  Agent's above  address.  Assignee  hereby  irrevocably
     authorizes and directs its respective  process agent to accept such service
     on its behalf.

     11.  Counterparts.   This  Assignment  may  be  executed  in  one  or  more
counterparts,  each of which shall be  considered  an  original.  Delivery of an
executed  counterpart of a signature page to this Assignment by telecopier shall
be effective as delivery of a manually executed  counterpart of this Assignment.
Any  delivery of a  counterpart  signature  by  telecopier  shall,  however,  be
promptly followed by delivery of a manually executed counterpart.

     12.  Change  and  Modifications.   This  Assignment  may  not  be  changed,
terminated  or modified  orally or in any manner  other than by an  agreement in
writing signed by the party sought to be charged therewith.

     13. No Waiver.  No waiver by any party of any provision of this  Assignment
or any right,  remedy or option  hereunder  shall be  controlling,  nor shall it
prevent or estop such party from  thereafter  enforcing such  provision,  right,
remedy or option,  and the  failure or refusal of any party  hereto to insist in
any one or more  instances  upon the strict  performance  of any of the terms or
provisions  of this  Assignment by any other party hereto shall not be construed
as a waiver or relinquishment for the future of any such term or provision,  but
the same shall continue in full force and effect, it being understood and agreed
that the  rights,  remedies  and  options  of  Assignee  or the Bank,  acting as
servicer on behalf of Assignee,  hereunder  are and shall be  cumulative  and in
addition  to all other  rights,  remedies  and  options of Assignee or the Bank,
acting as servicer on behalf of Assignee, in law or in equity or under any other
agreement.

     14. Recitals. All of the recitals hereinabove set forth are incorporated in
this Assignment by reference.

     15. Paragraph Headings,  etc. The headings of paragraphs  contained in this
Assignment  are  provided  for  convenience  only.  They  form  no  part of this
Assignment  and  shall  not  affect  its  construction  or  interpretation.  All
references  to  paragraphs  or  subparagraphs  of

<PAGE>
                                      -8-


this Assignment refer to the corresponding  paragraphs and subparagraphs of this
Assignment.  All words used herein  shall be  construed  to be of such gender or
number as the  circumstances  require.  This  "Assignment"  shall each mean this
Assignment as a whole and as the same may from time to time hereafter be amended
or modified. The words "herein," "hereby," "hereof," "hereto," "hereinabove" and
"hereinbelow," and words of similar import,  refer to this Assignment as a whole
and not to any particular paragraph,  clause or other subdivision hereof, unless
otherwise specifically noted.

     16.  Termination.  Upon satisfaction in full of all obligations of Assignor
under the Loan Documents,  this Assignment  shall terminate and be of no further
force and effect and Assignee shall execute documents  evidencing the assignment
of any  outstanding  Mortgage  Loans to Assignor  (without  recourse),  provided
however,  that in the event an Event of Default  under any Mortgage Loan occurs,
Assignee's obligation to assign such defaulted Mortgage Loan back to Assignor as
provided in this Section shall terminate,  provided,  further,  however, that to
the extent any amounts  collected  by Assignee  with  respect to such  defaulted
Mortgage  Loan exceed an amount  equal to the sum of (i) the amount by which the
principal amount of the Loan secured by such defaulted Mortgage Loan was reduced
pursuant to Section 2.04(b)(B) of the Loan Agreement,  (ii) any interest accrued
on  such  amount  at the  applicable  Interest  Rate  (as  defined  in the  Loan
Agreement)  compounded monthly,  and (iii) the amount of any collection expenses
(including  legal fees),  such excess  shall be applied  against the Excess Loan
Amount and any remaining amount shall be remitted to Assignor.

     17. Partial  Invalidity.  In case any provision in this Assignment shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     18.  National  Housing  Act.  Subject  to the terms and  provisions  of the
Servicing  Agreement  referred to above, the Mortgage Loans hereby assigned will
be  administered  and serviced by the Bank, as agent of Assignee,  in accordance
with  the  National  Housing  Act  (Canada)  and  National  Housing  Regulations
(Canada).


     IN WITNESS  WHEREOF,  the  Assignor  and each other  party  hereto has duly
executed the Mortgage Loan Assignment  Agreement as of the  twenty-first  (28th)
day of April, Two thousand and four (2004).


                                      ASSIGNOR

                                      NB FINANCE, LTD.

                                      By:
                                          --------------------------------------
                                          Vanessa Fontana


<PAGE>
                                      -9-


                                      ASSIGNEE

                                      NB CAPITAL CORPORATION

                                      By:
                                          --------------------------------------
                                          Jean Dagenais


                                      BANK

                                      NATIONAL BANK OF CANADA

                                      By:
                                          --------------------------------------
                                          Martin-Pierre Boulianne

                                      By:
                                          --------------------------------------
                                          Johanne Dupont


<PAGE>


PROVINCEOF QUEBEC        )
                         )  ss.:
DISTRICT OF MONTREAL     )


     On the  twenty-one  (21st) day of September,  Two thousand and four (2004),
before me personally  came Vanessa  Fontana to me known,  who,  being by me duly
sworn,  did depose and say that she  resides at 2100,  boulevard  Rene  Laennec,
Laval,  Province of Quebec,  H7M 5V3, that she is the Assistant  Secretary of NB
Finance,  Ltd.,  the  corporation  described in and which executed the foregoing
instrument;  and that she signed her name  thereto by  authority of the board of
directors of said corporation.


                                        ----------------------------------------
                                        NICOLE NOBERT, attorney



<PAGE>

                                    EXHIBIT A

                                 MORTGAGE LOANS





<PAGE>



                  APRIL 2004 MORTGAGE LOAN ASSIGNMENT AGREEMENT
                           (April 2004 Series 2 Loan)



     THIS MORTGAGE LOAN  ASSIGNMENT  AGREEMENT  (this  "Assignment")  made as of
April 28,  2004,  constitutes  an  assignment  from NB FINANCE,  LTD., a Bermuda
corporation (the "Assignor"), to NB CAPITAL CORPORATION, a Maryland corporation,
(the "Assignee"),  and an agreement by and among Assignor, Assignee and NATIONAL
BANK OF CANADA,  a Canadian  chartered bank, as custodian and servicer on behalf
of Assignee (the "Bank").

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS,  Assignor and Assignee have entered into a certain Loan Agreement,
as of April 28, 2004 (such Loan Agreement, as it may be amended or modified from
time to time,  the "Loan  Agreement"),  under the terms of which  Assignee  has,
subject to the terms and conditions thereof, lent with respect to the April 2004
Series  2 Loan  (as  defined  in the  Loan  Agreement)  a  principal  amount  of
US$24,201,120.72 to Assignor, as of April 28, 2004.

     WHEREAS,  to evidence and secure its obligations  with respect to the April
2004 Series 2 Loan under the Loan Agreement,  Assignor shall execute and deliver
certain Loan Documents (as defined in the Loan Agreement).

     WHEREAS,  Assignee has required and Assignor has agreed that Assignor shall
assign all of its right,  title and interest in, to and under the mortgage loans
listed on Exhibit A attached hereto (the "Mortgage  Loans"),  each such Mortgage
Loan evidenced by certain agreements,  deeds and proceedings (the "Mortgage Loan
Document") to Assignee and permit Assignee or its agents, to administer, perform
and enforce the Mortgage  Loans upon the terms and  conditions  hereinafter  set
forth.

     NOW, THEREFORE, in consideration of the transactions hereinabove described,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1. Assignment.

          (a) Assignor as beneficial owner hereby assigns, charges and sets over
     to Assignee, and its successors and assigns,  without recourse to Assignor,
     all of Assignor's right,  title and interest now or hereafter  acquired in,
     to and under the Mortgage Loans and all of the real property (together with
     any proceeds  (including,  but not limited to, any insurance,  casualty and
     mortgage  insurance  proceeds),  products,   substitutions,   additions  or
     replacements  of any  collateral  mortgaged,  assigned or pledged under the
     Mortgage Loans) described therein (collectively, the "Collateral").

          (b) Assignee  hereby  accepts the foregoing  assignment,  on behalf of
     itself and its respective successors and assigns.

<PAGE>
                                      -2-



          (c)   Assignor   hereby   appoints   Assignee   the  true  and  lawful
     attorney-in-fact of Assignor,  with full power of substitution,  in its own
     name, both before and/or after any Event of Default (as defined in the Loan
     Agreement),  to take any action  under or in  connection  with the Mortgage
     Loans.  This power shall be deemed to be coupled with an interest and shall
     be irrevocable.

          (d) Assignor  agrees that the assignment  herein  provided is absolute
     and from and after the date hereof,  subject to Section 16,  Assignee shall
     obtain legal title to the Mortgage  Loans and Assignor  shall not have, and
     shall not exercise, any rights in and to the Collateral, including, without
     limitation,  any rights as payee,  mortgagee  or assignee  under any of the
     Mortgage  Loan  Documents,  or any rights to  receive  any  payments  or to
     exercise or omit to exercise,  waive,  compromise or make any other actions
     or determinations or give or receive any notices under or in respect of the
     Mortgage  Loan  Documents,  except such as Assignee  may direct in order to
     better  effectuate  the rights,  remedies and security  herein  provided or
     contemplated.

          (e) Assignee, as payee under the Mortgage Loans, shall have the right,
     both  before  and  after  an  Event  of  Default  (as  defined  in the Loan
     Agreement)  to collect and receive all payments of  principal  and interest
     and any other amounts due and payable under the Mortgage Loan Documents. On
     each  Interest  Payment Date (as defined in the Loan  Agreement),  Assignee
     shall apply the US Dollar  Equivalent (as defined in the Loan Agreement) of
     the funds  collected  under the Mortgage Loan  Documents (i) first,  to the
     payment of any  interest  due and payable  under the Loan  Documents,  (ii)
     second, to the payment of any scheduled or unscheduled  principal  payments
     due and payable under the Loan  Documents,  (iii) third,  to the payment of
     any Excess Loan Amount (as defined in the Loan  Agreement) and (iv) fourth,
     to any other amounts due and payable under the Loan Documents and shall, to
     the extent  available  after  payment of the amounts in clauses (i),  (ii),
     (iii) and (iv) above,  remit the balance of any  collections or payments to
     Assignor.

          TO HAVE AND TO HOLD the same unto  Assignee,  and its  successors  and
     assigns.

     2.  Representations  and  Warranties of Assignor.  Assignor  represents and
warrants as follows:

          (a)  Assignor  (i) is the sole  owner of the  Mortgage  Loans and such
     ownership  is free  and  clear  of any  lien,  security  interest  or other
     encumbrance,  (ii) has not granted any  participation  or other interest or
     assignment,  other  option or rights to the Mortgage  Loans,  other than to
     Assignee,  and (iii) has not  pledged,  collaterally  assigned or otherwise
     hypothecated  any  interest  therein  or  agreed  to do so,  other  than to
     Assignee.

          (b) The  registered  office and  principal  place of  business  of the
     Assignor is located in Hamilton, Bermuda.

          (c) The  execution,  delivery and  performance  of this  Assignment by
     Assignor  are  within  Assignor's  power  and  authority,  have  been  duly
     authorized by all necessary  action and do not and will not (i) require any
     authorization which has not been

<PAGE>

<PAGE>
                                      -3-


     obtained,  (ii) contravene the articles of  incorporation or by-laws of the
     Assignor, any applicable laws or any agreement or restriction binding on or
     affecting  Assignor  or its  property,  or (iii)  result in or require  the
     creation or  imposition of any lien or right of others upon or with respect
     to any property  now or in the future  owned by Assignor  (other than liens
     created in favor of Assignee  hereunder).  No  authorization  which has not
     been obtained is required for the assignment  hereunder or the  enforcement
     by Assignee of its remedies under this Assignment.  This  Assignment,  when
     executed  and  delivered,  will  constitute  the legal,  valid and  binding
     obligation of Assignor  enforceable against Assignor in accordance with its
     terms,  except as enforcement  may be limited by bankruptcy,  insolvency or
     other similar laws affecting the rights of creditors generally.

          (d) The originals (including  duplicate originals,  if any) of all the
     Mortgage Loan Documents, have been simultaneously herewith delivered to the
     Bank as custodian for Assignee  (except for any loan  documents  which have
     been or will be submitted to public  officials  for filing or recording and
     policies of title or other  insurance  which have not yet been  received by
     Assignor,  which in either case will be  delivered  directly to the Bank or
     forthwith turned over to the Bank as and when received by the Assignor).

     3. Servicing. Until the satisfaction in full of all obligations of Assignor
under the Loan Agreement shall have occurred:

          (a) Assignee or its agents, shall have the sole power and authority to
     do or refrain from doing any act under or in  connection  with the Mortgage
     Loan Documents and the property  described  therein and/or this Assignment,
     including,  without  limitation,  the sole power and  authority in its sole
     discretion,  to (i)  advance  funds  thereunder,  (ii)  determine  that all
     conditions to the advance of funds  thereunder  have been  satisfied (or to
     waive  some or all of the  conditions  to  advance  thereunder),  and (iii)
     determine that a default or event of default has occurred thereunder and to
     give any notice, demand or protest in respect thereof;

          (b)  Assignor  acknowledges  that (i) the Bank,  as agent of Assignee,
     shall be named as mortgagee and loss payee on all fire,  extended  coverage
     and other  hazard  insurance  policies  required  under the  Mortgage  Loan
     Documents,  to the  extent  set forth  therein  and (ii)  Assignor  and any
     mortgage and all other  parties  obligated  to Assignor  under the Mortgage
     Loan  Documents  shall  deal  solely  with the  Bank,  acting  on behalf of
     Assignee,  under the Mortgage Loan Documents and this Assignment,  Assignor
     and all other  parties  so  obligated  shall be  entitled  to rely on their
     actions so taken with  respect to the Bank and upon the action taken by the
     Bank,  acting  on  behalf  of  Assignee,  with  respect  to them  until the
     satisfaction  in  full  of all  obligations  of  Assignor  under  the  Loan
     Agreement or until  Assignee  shall  appoint  another  person to act on its
     behalf  (or  otherwise  revoke  the  Bank's  authority  to act on behalf of
     Assignee);

          (c)  Assignor  agrees that  Assignee or it agents  shall have the full
     power and authority, in its discretion,  to take, or defer from taking, any
     and all actions with respect to the  administration  and enforcement of the
     Loan Documents, in order to effectuate the purposes contemplated herein and
     therein,  including the right,  power and authority to exercise any and all
     of the rights,  remedies and options reserved to Assignee or its agents in,
     or given by law or  equity  to  Assignee  or it

<PAGE>
                                      -4-


     agents as holder of the Mortgage  Loan  Documents,  to enforce the Mortgage
     Loan  Documents,  and to take such other  actions  for the  protection  and
     preservation  of the lien of the  Mortgages,  and protect and  preserve all
     property  described  therein should Assignee or its agents become the owner
     thereof by foreclosure or otherwise as may be necessary and/or appropriate.

     4. Event of Default: Remedies. If an event of default shall occur under any
Mortgage Loan (an "Event of Default"), Assignee or its agents shall have all the
rights  and  remedies  which  would  be  available  to  Assignor  (but  for this
Assignment)  under the  Mortgage  Loan  Documents  as set forth  therein  and as
permitted   thereunder  or  otherwise   available  to  Assignor  (but  for  this
Assignment)  in law or in  equity,  including,  without  limitation  but in each
instance  to the extent  provided in and as  conditioned  by the  Mortgage  Loan
Documents, the right:

          (a) To  accelerate  the maturity of such  Mortgage  Loan and all other
     amounts due under the applicable Mortgage Loan Documents and to declare the
     same to be or  become  immediately  due and  payable  and  enforce  payment
     thereof upon the happening of any Event of Default by the  mortgagor  under
     such  Mortgage  Loan,  as  permitted  therein,  after  the  giving  of such
     applicable notice and/or the passage of such time as may be provided for in
     such Mortgage Loan;

          (b) To take such  steps,  institute  and  prosecute  such  actions and
     proceedings and do or omit such acts which, in its judgment,  are advisable
     in order to enforce  payment of all  amounts  due under the  Mortgage  Loan
     Documents  and realize  upon the  security  provided  therefor,  including,
     without  limitation,  (i) to select any of the remedies available under the
     Mortgage Loan Documents or otherwise available at law or in equity, (ii) to
     enter into or consent to any amendment,  modification  and/or  extension of
     the Mortgage Loan Documents, (iii) to enter into or consent to any release,
     substitution  or  exchange  of all or any  part of any  security  for  such
     Mortgage Loan,  (iv) to waive any claim against the mortgagor or any person
     or entity  obligated  under the Loan  Documents  and (v) to defer,  extend,
     increase or decrease  any payment,  instalment  or other sum required or on
     account  of  such  Mortgage  Loan  and/or  the  applicable   Mortgage  Loan
     Documents;

          (c) To discontinue any such action or proceeding commenced as provided
     in subsection 4(b) above or to stay, delay, defer,  discontinue or withdraw
     the same;

          (d) To enter or cause to be entered a bid at any  foreclosure  sale of
     the  property  mortgaged  securing  such  Mortgage  Loan  pursuant  to  the
     applicable  Mortgage  Loan  Documents  (each  such  property  a  "Mortgaged
     Property") or any portion thereof;

          (e) To acquire title in and to any  Mortgaged  Property or any portion
     thereof  in any  foreclosure  proceeding  in its  name  or the  name of its
     nominee or designee;

          (f) To accept a deed to any Mortgaged  Property or any portion thereof
     in lieu of foreclosure  and to release the mortgagor  from its  obligations
     under  the  Mortgage  Loan  in  consideration  of  such  deed  in  lieu  of
     foreclosure;

<PAGE>
                                      -5-


          (g) To  operate,  manage  and/or  develop,  or hire agents to operate,
     manage and/or develop, any foreclosed or acquired Mortgaged Property and to
     lease all or any portion thereof upon such terms and conditions as it deems
     to be in the best interests of Assignee;

          (h) To sell any  foreclosed  or  acquired  Mortgaged  Property  or any
     portion thereof, upon such terms as it may deem to be in the best interests
     of Assignee,  including,  without limitation, the right to take back one or
     more purchase money notes and mortgages;

          (i) To make  advances for the payment for taxes,  assessments,  water,
     sewer and vault charges, and all interest and penalties thereon,  insurance
     premiums and other  similar or dissimilar  items  relating to any Mortgaged
     Property,   to  the  extent  permitted  by  the  applicable  Mortgage  Loan
     Documents;

          (j) To make  advances  for the  account  of the  mortgagor  under such
     Mortgage  Loan,  to the extent  permitted by the  applicable  Mortgage Loan
     Documents;

          (k) To collect, sue for, receive and, subject to applicable provisions
     of law,  settle or  compromise  any  claims  for loss or damage  covered by
     insurance  and/or  condemnation  of  all or any  portion  of any  Mortgaged
     Property  and to exercise  its  discretion  in the proper  application  and
     disposition  of the net  proceeds  of such  insurance  and/or  condemnation
     award;

          (l) To sell the Mortgage Loan at a fair market value; and

          (m) Generally to do and take any and all actions  which,  but for this
     Assignment,  the  Assignor  would be  entitled to do and take under or with
     respect to the applicable Mortgage Loan Documents;  it being understood and
     agreed that this  Assignment  does not confer upon the Assignee any greater
     rights with respect to the Mortgage Loan Documents than granted to Assignor
     or expand or extend  such  rights,  the purpose of this  Assignment  being,
     inter alia, to assign,  transfer and allocate such rights and not to create
     new rights against any mortgagor under the applicable  Mortgage Loan, or to
     limit the rights or expand the  obligations of any such  mortgagor,  and in
     the event of any conflict between the provisions of this Assignment and the
     provisions of the Mortgage Loan  Documents,  the provisions of the Mortgage
     Loan Documents, shall control.

     5. Possession of Mortgage Loan  Documents.  From and after the date of this
Assignment,  the Bank shall no longer hold the duly  executed  originals  of the
Mortgage  Loan  Documents on its own behalf or as custodian  for  Assignor,  but
shall hold the same as custodian for Assignee,  pursuant to the terms of (i) the
custodial  agreement  dated as of April  28,  2004 by and  between  the Bank and
Assignee and (ii) the Amended and Restated Servicing  Agreement dated as of June
28, 2001 by and between the Bank and Assignee.

<PAGE>
                                      -6-


     6. Further Assurances.

          (a)  Assignor  agrees  that at any time and from time to time,  at the
     expense of Assignor, Assignor will promptly execute and deliver all further
     instruments  and  documents,  and  take  all  further  action,  that may be
     necessary  or  desirable,  or that  Assignee  may  reasonably  request,  to
     effectuate  the purpose or provisions  of this  Assignment or to confirm or
     perfect  any  transaction  described  or  contemplated  herein or to enable
     Assignee  or its agents to exercise  and  enforce  its rights and  remedies
     hereunder with respect to any Mortgage Loan Document. Assignor and Assignee
     agree that Assignor shall reasonably cooperate (i) in preparing, executing,
     delivering  or having  prepared,  delivered and executed by January 1, 2005
     such documents or instruments  which are necessary or desirable to register
     legal  title  to  each  Mortgage  Loan  in  the  name  of  Assignee  in the
     appropriate  land  registry or other office of public  record,  and (ii) in
     registering  legal title to each  Mortgage  Loan in the name of Assignee in
     the event the credit  rating of the Bank (or such  other  agent as may hold
     the Mortgage  Loans on behalf of Assignee) will fall below either "BBB-" by
     Standard & Poor's  Rating  Services or "Baa" by Moody's  Investor  Service,
     Inc.

          (b)  Assignor  hereby  authorizes  Assignee  or its agents to file and
     record one or more  financing or  continuation  statements  and  amendments
     thereto,  relative  to all or any part of the Loan  Documents  without  the
     signature of Assignor where permitted by the law.

     7. Assignment. This Assignment shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns.

     8.  Notices.  All notices and other  communications  provided for hereunder
shall be in writing (including telegraphic, telecopy or telex communication) and
mailed,  telegraphed,  telecopied,  telexed or delivered, if to Assignor, at its
address  at c/o  Codan  Services  Limited,  Clarendon  House,  2 Church  Street,
Hamilton,  HM 11,  Bermuda,  Attention:  Secretary;  and if to Assignee,  at its
address at 125 West 55th  Street,  New York,  New York 10019,  Attention:  Chief
Financial Officer;  or as to each other party, at such other address as shall be
designated by such party in a written notice to Assignee and Assignor.  All such
notices and  communications  shall,  when  mailed,  telegraphed,  telecopied  or
telexed,  be effective when  deposited in the mails,  delivered to the telegraph
company,   transmitted   by  telecopier   or  confirmed  by  telex   answerback,
respectively.

     9.  Governing Law. This  Assignment and Agreement  shall be governed by and
construed in accordance with the laws of Bermuda.

     10. Jurisdiction.

          (a) Each of the parties hereto hereby irrevocably and  unconditionally
     submits, for itself and its property,  to the nonexclusive  jurisdiction of
     any court  sitting in Bermuda,  and any  appellate  court  thereof,  in any
     action or proceeding arising out of or relating to this Assignment,  or for
     recognition or enforcement of any judgment,  and each of the parties hereto
     hereby irrevocably and unconditionally agrees that all claims in respect of
     any such  action  or  proceeding  may be heard and  determined  in any such


<PAGE>
                                      -7-


     Bermuda  court.  Each of the parties hereto agrees that a final judgment in
     any such action or proceeding  shall be  conclusive  and may be enforced in
     other jurisdictions by suit on the judgment or in any other manner provided
     by law.  Nothing in this  Assignment  shall affect any right that any party
     may  otherwise  have to bring any  action or  proceeding  relating  to this
     Assignment in the courts of any jurisdiction.

          (b) Each of the parties hereto irrevocably and unconditionally waives,
     to the fullest  extent it may legally and  effectively do so, any objection
     that it may now or  hereafter  have to the  laying  of venue  of any  suit,
     action or proceeding  arising out of or relating to this  Assignment in any
     Bermuda court. Each of the parties hereto hereby irrevocably waives, to the
     fullest extent  permitted by law, the defense of an  inconvenient  forum to
     the  maintenance  of such action or proceeding in any such court.  Assignee
     hereby irrevocably appoints Codan Services Limited, Clarendon House, Church
     Street,  Hamilton HM CX, Bermuda ("Assignee's Process Agent"), as its agent
     to  receive,  on behalf of  Assignee,  service of copies of the summons and
     complaint  and any other  process which may be served in any such action or
     proceeding. Any such service may be made by mailing or delivering a copy of
     such  process,  if to  Assignee,  in care of  Assignee's  Process  Agent at
     Assignee's  Process  Agent's above  address.  Assignee  hereby  irrevocably
     authorizes and directs its respective  process agent to accept such service
     on its behalf.

     11.  Counterparts.   This  Assignment  may  be  executed  in  one  or  more
counterparts,  each of which shall be  considered  an  original.  Delivery of an
executed  counterpart of a signature page to this Assignment by telecopier shall
be effective as delivery of a manually executed  counterpart of this Assignment.
Any  delivery of a  counterpart  signature  by  telecopier  shall,  however,  be
promptly followed by delivery of a manually executed counterpart.

     12.  Change  and  Modifications.   This  Assignment  may  not  be  changed,
terminated  or modified  orally or in any manner  other than by an  agreement in
writing signed by the party sought to be charged therewith.

     13. No Waiver.  No waiver by any party of any provision of this  Assignment
or any right,  remedy or option  hereunder  shall be  controlling,  nor shall it
prevent or estop such party from  thereafter  enforcing such  provision,  right,
remedy or option,  and the  failure or refusal of any party  hereto to insist in
any one or more  instances  upon the strict  performance  of any of the terms or
provisions  of this  Assignment by any other party hereto shall not be construed
as a waiver or relinquishment for the future of any such term or provision,  but
the same shall continue in full force and effect, it being understood and agreed
that the  rights,  remedies  and  options  of  Assignee  or the Bank,  acting as
servicer on behalf of Assignee,  hereunder  are and shall be  cumulative  and in
addition  to all other  rights,  remedies  and  options of Assignee or the Bank,
acting as servicer on behalf of Assignee, in law or in equity or under any other
agreement.

     14. Recitals. All of the recitals hereinabove set forth are incorporated in
this Assignment by reference.

     15. Paragraph Headings,  etc. The headings of paragraphs  contained in this
Assignment  are  provided  for  convenience  only.  They  form  no  part of this
Assignment  and  shall  not  affect  its  construction  or  interpretation.  All
references  to  paragraphs  or  subparagraphs  of this  Assignment  refer to the
corresponding  paragraphs and  subparagraphs of

<PAGE>
                                      -8-


this  Assignment.  All words used herein shall be construed to be of such gender
or number as the circumstances  require.  This "Assignment" shall each mean this
Assignment as a whole and as the same may from time to time hereafter be amended
or modified. The words "herein," "hereby," "hereof," "hereto," "hereinabove" and
"hereinbelow," and words of similar import,  refer to this Assignment as a whole
and not to any particular paragraph,  clause or other subdivision hereof, unless
otherwise specifically noted.

     16.  Termination.  Upon satisfaction in full of all obligations of Assignor
under the Loan Documents,  this Assignment  shall terminate and be of no further
force and effect and Assignee shall execute documents  evidencing the assignment
of any  outstanding  Mortgage  Loans to Assignor  (without  recourse),  provided
however,  that in the event an Event of Default  under any Mortgage Loan occurs,
Assignee's obligation to assign such defaulted Mortgage Loan back to Assignor as
provided in this Section shall terminate,  provided,  further,  however, that to
the extent any amounts  collected  by Assignee  with  respect to such  defaulted
Mortgage  Loan exceed an amount  equal to the sum of (i) the amount by which the
principal amount of the Loan secured by such defaulted Mortgage Loan was reduced
pursuant to Section 2.04(b)(B) of the Loan Agreement,  (ii) any interest accrued
on  such  amount  at the  applicable  Interest  Rate  (as  defined  in the  Loan
Agreement)  compounded monthly,  and (iii) the amount of any collection expenses
(including  legal fees),  such excess  shall be applied  against the Excess Loan
Amount and any remaining amount shall be remitted to Assignor.

     17. Partial  Invalidity.  In case any provision in this Assignment shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     18.  National  Housing  Act.  Subject  to the terms and  provisions  of the
Servicing  Agreement  referred to above, the Mortgage Loans hereby assigned will
be  administered  and serviced by the Bank, as agent of Assignee,  in accordance
with  the  National  Housing  Act  (Canada)  and  National  Housing  Regulations
(Canada).


     IN WITNESS  WHEREOF,  the  Assignor  and each other  party  hereto has duly
executed the Mortgage Loan Assignment  Agreement as of the  twenty-eight  (28th)
day of April, Two thousand and four (2004).


                                      ASSIGNOR

                                      NB FINANCE, LTD.

                                      By:
                                          --------------------------------------
                                          Vanessa Fontana


<PAGE>
                                      -9-


                                      ASSIGNEE

                                      NB CAPITAL CORPORATION

                                      By:
                                          --------------------------------------
                                          Jean Dagenais


                                      BANK

                                      NATIONAL BANK OF CANADA

                                      By:
                                          --------------------------------------
                                          Martin-Pierre Boulianne

                                      By:
                                          --------------------------------------
                                          Johanne Dupont


<PAGE>


PROVINCEOF QUEBEC        )
                         )  ss.:
DISTRICT OF MONTREAL     )


     On the  twenty-one  (21st) day of September,  Two thousand and four (2004),
before me personally  came Vanessa  Fontana to me known,  who,  being by me duly
sworn,  did depose and say that she  resides at 2100,  boulevard  Rene  Laennec,
Laval,  Province of Quebec,  H7M 5V3, that she is the Assistant  Secretary of NB
Finance,  Ltd.,  the  corporation  described in and which executed the foregoing
instrument;  and that she signed her name  thereto by  authority of the board of
directors of said corporation.


                                        ----------------------------------------
                                        NICOLE NOBERT, attorney



<PAGE>

                                    EXHIBIT A

                                 MORTGAGE LOANS



<PAGE>




                  APRIL 2004 MORTGAGE LOAN ASSIGNMENT AGREEMENT
                           (April 2004 Series 3 Loan)



     THIS MORTGAGE LOAN  ASSIGNMENT  AGREEMENT  (this  "Assignment")  made as of
April 28,  2004,  constitutes  an  assignment  from NB FINANCE,  LTD., a Bermuda
corporation (the "Assignor"), to NB CAPITAL CORPORATION, a Maryland corporation,
(the "Assignee"),  and an agreement by and among Assignor, Assignee and NATIONAL
BANK OF CANADA,  a Canadian  chartered bank, as custodian and servicer on behalf
of Assignee (the "Bank").

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS,  Assignor and Assignee have entered into a certain Loan Agreement,
as of April 28, 2004 (such Loan Agreement, as it may be amended or modified from
time to time,  the "Loan  Agreement"),  under the terms of which  Assignee  has,
subject to the terms and conditions thereof, lent with respect to the April 2004
Series  3 Loan  (as  defined  in the  Loan  Agreement)  a  principal  amount  of
US$10,644,402.66 to Assignor, as of April 28, 2004.

     WHEREAS,  to evidence and secure its obligations  with respect to the April
2004 Series 3 Loan under the Loan Agreement,  Assignor shall execute and deliver
certain Loan Documents (as defined in the Loan Agreement).

     WHEREAS,  Assignee has required and Assignor has agreed that Assignor shall
assign all of its right,  title and interest in, to and under the mortgage loans
listed on Exhibit A attached hereto (the "Mortgage  Loans"),  each such Mortgage
Loan evidenced by certain agreements,  deeds and proceedings (the "Mortgage Loan
Document") to Assignee and permit Assignee or its agents, to administer, perform
and enforce the Mortgage  Loans upon the terms and  conditions  hereinafter  set
forth.

     NOW, THEREFORE, in consideration of the transactions hereinabove described,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1. Assignment.

          (a) Assignor as beneficial owner hereby assigns, charges and sets over
     to Assignee, and its successors and assigns,  without recourse to Assignor,
     all of Assignor's right,  title and interest now or hereafter  acquired in,
     to and under the Mortgage Loans and all of the real property (together with
     any proceeds  (including,  but not limited to, any insurance,  casualty and
     mortgage  insurance  proceeds),  products,   substitutions,   additions  or
     replacements  of any  collateral  mortgaged,  assigned or pledged under the
     Mortgage Loans) described therein (collectively, the "Collateral").

          (b) Assignee  hereby  accepts the foregoing  assignment,  on behalf of
     itself and its respective successors and assigns.


<PAGE>
                                      -2-


          (c)   Assignor   hereby   appoints   Assignee   the  true  and  lawful
     attorney-in-fact of Assignor,  with full power of substitution,  in its own
     name, both before and/or after any Event of Default (as defined in the Loan
     Agreement),  to take any action  under or in  connection  with the Mortgage
     Loans.  This power shall be deemed to be coupled with an interest and shall
     be irrevocable.

          (d) Assignor  agrees that the assignment  herein  provided is absolute
     and from and after the date hereof,  subject to Section 16,  Assignee shall
     obtain legal title to the Mortgage  Loans and Assignor  shall not have, and
     shall not exercise, any rights in and to the Collateral, including, without
     limitation,  any rights as payee,  mortgagee  or assignee  under any of the
     Mortgage  Loan  Documents,  or any rights to  receive  any  payments  or to
     exercise or omit to exercise,  waive,  compromise or make any other actions
     or determinations or give or receive any notices under or in respect of the
     Mortgage  Loan  Documents,  except such as Assignee  may direct in order to
     better  effectuate  the rights,  remedies and security  herein  provided or
     contemplated.

          (e) Assignee, as payee under the Mortgage Loans, shall have the right,
     both  before  and  after  an  Event  of  Default  (as  defined  in the Loan
     Agreement)  to collect and receive all payments of  principal  and interest
     and any other amounts due and payable under the Mortgage Loan Documents. On
     each  Interest  Payment Date (as defined in the Loan  Agreement),  Assignee
     shall apply the US Dollar  Equivalent (as defined in the Loan Agreement) of
     the funds  collected  under the Mortgage Loan  Documents (i) first,  to the
     payment of any  interest  due and payable  under the Loan  Documents,  (ii)
     second, to the payment of any scheduled or unscheduled  principal  payments
     due and payable under the Loan  Documents,  (iii) third,  to the payment of
     any Excess Loan Amount (as defined in the Loan  Agreement) and (iv) fourth,
     to any other amounts due and payable under the Loan Documents and shall, to
     the extent  available  after  payment of the amounts in clauses (i),  (ii),
     (iii) and (iv) above,  remit the balance of any  collections or payments to
     Assignor.

          TO HAVE AND TO HOLD the same unto  Assignee,  and its  successors  and
     assigns.

     2.  Representations  and  Warranties of Assignor.  Assignor  represents and
warrants as follows:

          (a)  Assignor  (i) is the sole  owner of the  Mortgage  Loans and such
     ownership  is free  and  clear  of any  lien,  security  interest  or other
     encumbrance,  (ii) has not granted any  participation  or other interest or
     assignment,  other  option or rights to the Mortgage  Loans,  other than to
     Assignee,  and (iii) has not  pledged,  collaterally  assigned or otherwise
     hypothecated  any  interest  therein  or  agreed  to do so,  other  than to
     Assignee.

          (b) The  registered  office and  principal  place of  business  of the
     Assignor is located in Hamilton, Bermuda.

          (c) The  execution,  delivery and  performance  of this  Assignment by
     Assignor  are  within  Assignor's  power  and  authority,  have  been  duly
     authorized by all necessary  action and do not and will not (i) require any
     authorization which has not been

<PAGE>
                                      -3-


     obtained,  (ii) contravene the articles of  incorporation or by-laws of the
     Assignor, any applicable laws or any agreement or restriction binding on or
     affecting  Assignor  or its  property,  or (iii)  result in or require  the
     creation or  imposition of any lien or right of others upon or with respect
     to any property  now or in the future  owned by Assignor  (other than liens
     created in favor of Assignee  hereunder).  No  authorization  which has not
     been obtained is required for the assignment  hereunder or the  enforcement
     by Assignee of its remedies under this Assignment.  This  Assignment,  when
     executed  and  delivered,  will  constitute  the legal,  valid and  binding
     obligation of Assignor  enforceable against Assignor in accordance with its
     terms,  except as enforcement  may be limited by bankruptcy,  insolvency or
     other similar laws affecting the rights of creditors generally.

          (d) The originals (including  duplicate originals,  if any) of all the
     Mortgage Loan Documents, have been simultaneously herewith delivered to the
     Bank as custodian for Assignee  (except for any loan  documents  which have
     been or will be submitted to public  officials  for filing or recording and
     policies of title or other  insurance  which have not yet been  received by
     Assignor,  which in either case will be  delivered  directly to the Bank or
     forthwith turned over to the Bank as and when received by the Assignor).

     3. Servicing. Until the satisfaction in full of all obligations of Assignor
under the Loan Agreement shall have occurred:

          (a) Assignee or its agents, shall have the sole power and authority to
     do or refrain from doing any act under or in  connection  with the Mortgage
     Loan Documents and the property  described  therein and/or this Assignment,
     including,  without  limitation,  the sole power and  authority in its sole
     discretion,  to (i)  advance  funds  thereunder,  (ii)  determine  that all
     conditions to the advance of funds  thereunder  have been  satisfied (or to
     waive  some or all of the  conditions  to  advance  thereunder),  and (iii)
     determine that a default or event of default has occurred thereunder and to
     give any notice, demand or protest in respect thereof;

          (b)  Assignor  acknowledges  that (i) the Bank,  as agent of Assignee,
     shall be named as mortgagee and loss payee on all fire,  extended  coverage
     and other  hazard  insurance  policies  required  under the  Mortgage  Loan
     Documents,  to the  extent  set forth  therein  and (ii)  Assignor  and any
     mortgage and all other  parties  obligated  to Assignor  under the Mortgage
     Loan  Documents  shall  deal  solely  with the  Bank,  acting  on behalf of
     Assignee,  under the Mortgage Loan Documents and this Assignment,  Assignor
     and all other  parties  so  obligated  shall be  entitled  to rely on their
     actions so taken with  respect to the Bank and upon the action taken by the
     Bank,  acting  on  behalf  of  Assignee,  with  respect  to them  until the
     satisfaction  in  full  of all  obligations  of  Assignor  under  the  Loan
     Agreement or until  Assignee  shall  appoint  another  person to act on its
     behalf  (or  otherwise  revoke  the  Bank's  authority  to act on behalf of
     Assignee);

          (c)  Assignor  agrees that  Assignee or it agents  shall have the full
     power and authority, in its discretion,  to take, or defer from taking, any
     and all actions with respect to the  administration  and enforcement of the
     Loan Documents, in order to effectuate the purposes contemplated herein and
     therein,  including the right,  power and authority to exercise any and all
     of the rights,  remedies and options reserved to Assignee or its

<PAGE>
                                      -4-


     agents in, or given by law or equity to  Assignee or it agents as holder of
     the Mortgage Loan Documents, to enforce the Mortgage Loan Documents, and to
     take such other actions for the protection and  preservation of the lien of
     the  Mortgages,  and protect and preserve all  property  described  therein
     should  Assignee or its agents become the owner thereof by  foreclosure  or
     otherwise as may be necessary and/or appropriate.

     4. Event of Default: Remedies. If an event of default shall occur under any
Mortgage Loan (an "Event of Default"), Assignee or its agents shall have all the
rights  and  remedies  which  would  be  available  to  Assignor  (but  for this
Assignment)  under the  Mortgage  Loan  Documents  as set forth  therein  and as
permitted   thereunder  or  otherwise   available  to  Assignor  (but  for  this
Assignment)  in law or in  equity,  including,  without  limitation  but in each
instance  to the extent  provided in and as  conditioned  by the  Mortgage  Loan
Documents, the right:

          (a) To  accelerate  the maturity of such  Mortgage  Loan and all other
     amounts due under the applicable Mortgage Loan Documents and to declare the
     same to be or  become  immediately  due and  payable  and  enforce  payment
     thereof upon the happening of any Event of Default by the  mortgagor  under
     such  Mortgage  Loan,  as  permitted  therein,  after  the  giving  of such
     applicable notice and/or the passage of such time as may be provided for in
     such Mortgage Loan;

          (b) To take such  steps,  institute  and  prosecute  such  actions and
     proceedings and do or omit such acts which, in its judgment,  are advisable
     in order to enforce  payment of all  amounts  due under the  Mortgage  Loan
     Documents  and realize  upon the  security  provided  therefor,  including,
     without  limitation,  (i) to select any of the remedies available under the
     Mortgage Loan Documents or otherwise available at law or in equity, (ii) to
     enter into or consent to any amendment,  modification  and/or  extension of
     the Mortgage Loan Documents, (iii) to enter into or consent to any release,
     substitution  or  exchange  of all or any  part of any  security  for  such
     Mortgage Loan,  (iv) to waive any claim against the mortgagor or any person
     or entity  obligated  under the Loan  Documents  and (v) to defer,  extend,
     increase or decrease  any payment,  instalment  or other sum required or on
     account  of  such  Mortgage  Loan  and/or  the  applicable   Mortgage  Loan
     Documents;

          (c) To discontinue any such action or proceeding commenced as provided
     in subsection 4(b) above or to stay, delay, defer,  discontinue or withdraw
     the same;

          (d) To enter or cause to be entered a bid at any  foreclosure  sale of
     the  property  mortgaged  securing  such  Mortgage  Loan  pursuant  to  the
     applicable  Mortgage  Loan  Documents  (each  such  property  a  "Mortgaged
     Property") or any portion thereof;

          (e) To acquire title in and to any  Mortgaged  Property or any portion
     thereof  in any  foreclosure  proceeding  in its  name  or the  name of its
     nominee or designee;

          (f) To accept a deed to any Mortgaged  Property or any portion thereof
     in lieu of foreclosure  and to release the mortgagor  from its  obligations
     under  the  Mortgage  Loan  in  consideration  of  such  deed  in  lieu  of
     foreclosure;

<PAGE>
                                      -5-


          (g) To  operate,  manage  and/or  develop,  or hire agents to operate,
     manage and/or develop, any foreclosed or acquired Mortgaged Property and to
     lease all or any portion thereof upon such terms and conditions as it deems
     to be in the best interests of Assignee;

          (h) To sell any  foreclosed  or  acquired  Mortgaged  Property  or any
     portion thereof, upon such terms as it may deem to be in the best interests
     of Assignee,  including,  without limitation, the right to take back one or
     more purchase money notes and mortgages;

          (i) To make  advances for the payment for taxes,  assessments,  water,
     sewer and vault charges, and all interest and penalties thereon,  insurance
     premiums and other  similar or dissimilar  items  relating to any Mortgaged
     Property,   to  the  extent  permitted  by  the  applicable  Mortgage  Loan
     Documents;

          (j) To make  advances  for the  account  of the  mortgagor  under such
     Mortgage  Loan,  to the extent  permitted by the  applicable  Mortgage Loan
     Documents;

          (k) To collect, sue for, receive and, subject to applicable provisions
     of law,  settle or  compromise  any  claims  for loss or damage  covered by
     insurance  and/or  condemnation  of  all or any  portion  of any  Mortgaged
     Property  and to exercise  its  discretion  in the proper  application  and
     disposition  of the net  proceeds  of such  insurance  and/or  condemnation
     award;

          (l) To sell the Mortgage Loan at a fair market value; and

          (m) Generally to do and take any and all actions  which,  but for this
     Assignment,  the  Assignor  would be  entitled to do and take under or with
     respect to the applicable Mortgage Loan Documents;  it being understood and
     agreed that this  Assignment  does not confer upon the Assignee any greater
     rights with respect to the Mortgage Loan Documents than granted to Assignor
     or expand or extend  such  rights,  the purpose of this  Assignment  being,
     inter alia, to assign,  transfer and allocate such rights and not to create
     new rights against any mortgagor under the applicable  Mortgage Loan, or to
     limit the rights or expand the  obligations of any such  mortgagor,  and in
     the event of any conflict between the provisions of this Assignment and the
     provisions of the Mortgage Loan  Documents,  the provisions of the Mortgage
     Loan Documents, shall control.

     5. Possession of Mortgage Loan  Documents.  From and after the date of this
Assignment,  the Bank shall no longer hold the duly  executed  originals  of the
Mortgage  Loan  Documents on its own behalf or as custodian  for  Assignor,  but
shall hold the same as custodian for Assignee,  pursuant to the terms of (i) the
custodial  agreement  dated as of April  28,  2004 by and  between  the Bank and
Assignee and (ii) the Amended and Restated Servicing  Agreement dated as of June
28, 2001 by and between the Bank and Assignee.

<PAGE>
                                      -6-


     6. Further Assurances.

          (a)  Assignor  agrees  that at any time and from time to time,  at the
     expense of Assignor, Assignor will promptly execute and deliver all further
     instruments  and  documents,  and  take  all  further  action,  that may be
     necessary  or  desirable,  or that  Assignee  may  reasonably  request,  to
     effectuate  the purpose or provisions  of this  Assignment or to confirm or
     perfect  any  transaction  described  or  contemplated  herein or to enable
     Assignee  or its agents to exercise  and  enforce  its rights and  remedies
     hereunder with respect to any Mortgage Loan Document. Assignor and Assignee
     agree that Assignor shall reasonably cooperate (i) in preparing, executing,
     delivering  or having  prepared,  delivered and executed by January 1, 2005
     such documents or instruments  which are necessary or desirable to register
     legal  title  to  each  Mortgage  Loan  in  the  name  of  Assignee  in the
     appropriate  land  registry or other office of public  record,  and (ii) in
     registering  legal title to each  Mortgage  Loan in the name of Assignee in
     the event the credit  rating of the Bank (or such  other  agent as may hold
     the Mortgage  Loans on behalf of Assignee) will fall below either "BBB-" by
     Standard & Poor's  Rating  Services or "Baa" by Moody's  Investor  Service,
     Inc.

          (b)  Assignor  hereby  authorizes  Assignee  or its agents to file and
     record one or more  financing or  continuation  statements  and  amendments
     thereto,  relative  to all or any part of the Loan  Documents  without  the
     signature of Assignor where permitted by the law.

     7. Assignment. This Assignment shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns.

     8.  Notices.  All notices and other  communications  provided for hereunder
shall be in writing (including telegraphic, telecopy or telex communication) and
mailed,  telegraphed,  telecopied,  telexed or delivered, if to Assignor, at its
address  at c/o  Codan  Services  Limited,  Clarendon  House,  2 Church  Street,
Hamilton,  HM 11,  Bermuda,  Attention:  Secretary;  and if to Assignee,  at its
address at 125 West 55th  Street,  New York,  New York 10019,  Attention:  Chief
Financial Officer;  or as to each other party, at such other address as shall be
designated by such party in a written notice to Assignee and Assignor.  All such
notices and  communications  shall,  when  mailed,  telegraphed,  telecopied  or
telexed,  be effective when  deposited in the mails,  delivered to the telegraph
company,   transmitted   by  telecopier   or  confirmed  by  telex   answerback,
respectively.

     9.  Governing Law. This  Assignment and Agreement  shall be governed by and
construed in accordance with the laws of Bermuda.

     10. Jurisdiction.

          (a) Each of the parties hereto hereby irrevocably and  unconditionally
     submits, for itself and its property,  to the nonexclusive  jurisdiction of
     any court  sitting in Bermuda,  and any  appellate  court  thereof,  in any
     action or proceeding arising out of or relating to this Assignment,  or for
     recognition or enforcement of any judgment,  and each of the parties hereto
     hereby irrevocably and unconditionally agrees that all claims in respect of
     any such  action  or  proceeding  may be heard and  determined  in any such

<PAGE>
                                      -7-


     Bermuda  court.  Each of the parties hereto agrees that a final judgment in
     any such action or proceeding  shall be  conclusive  and may be enforced in
     other jurisdictions by suit on the judgment or in any other manner provided
     by law.  Nothing in this  Assignment  shall affect any right that any party
     may  otherwise  have to bring any  action or  proceeding  relating  to this
     Assignment in the courts of any jurisdiction.

          (b) Each of the parties hereto irrevocably and unconditionally waives,
     to the fullest  extent it may legally and  effectively do so, any objection
     that it may now or  hereafter  have to the  laying  of venue  of any  suit,
     action or proceeding  arising out of or relating to this  Assignment in any
     Bermuda court. Each of the parties hereto hereby irrevocably waives, to the
     fullest extent  permitted by law, the defense of an  inconvenient  forum to
     the  maintenance  of such action or proceeding in any such court.  Assignee
     hereby irrevocably appoints Codan Services Limited, Clarendon House, Church
     Street,  Hamilton HM CX, Bermuda ("Assignee's Process Agent"), as its agent
     to  receive,  on behalf of  Assignee,  service of copies of the summons and
     complaint  and any other  process which may be served in any such action or
     proceeding. Any such service may be made by mailing or delivering a copy of
     such  process,  if to  Assignee,  in care of  Assignee's  Process  Agent at
     Assignee's  Process  Agent's above  address.  Assignee  hereby  irrevocably
     authorizes and directs its respective  process agent to accept such service
     on its behalf.

     11.  Counterparts.   This  Assignment  may  be  executed  in  one  or  more
counterparts,  each of which shall be  considered  an  original.  Delivery of an
executed  counterpart of a signature page to this Assignment by telecopier shall
be effective as delivery of a manually executed  counterpart of this Assignment.
Any  delivery of a  counterpart  signature  by  telecopier  shall,  however,  be
promptly followed by delivery of a manually executed counterpart.

     12.  Change  and  Modifications.   This  Assignment  may  not  be  changed,
terminated  or modified  orally or in any manner  other than by an  agreement in
writing signed by the party sought to be charged therewith.

     13. No Waiver.  No waiver by any party of any provision of this  Assignment
or any right,  remedy or option  hereunder  shall be  controlling,  nor shall it
prevent or estop such party from  thereafter  enforcing such  provision,  right,
remedy or option,  and the  failure or refusal of any party  hereto to insist in
any one or more  instances  upon the strict  performance  of any of the terms or
provisions  of this  Assignment by any other party hereto shall not be construed
as a waiver or relinquishment for the future of any such term or provision,  but
the same shall continue in full force and effect, it being understood and agreed
that the  rights,  remedies  and  options  of  Assignee  or the Bank,  acting as
servicer on behalf of Assignee,  hereunder  are and shall be  cumulative  and in
addition  to all other  rights,  remedies  and  options of Assignee or the Bank,
acting as servicer on behalf of Assignee, in law or in equity or under any other
agreement.

     14. Recitals. All of the recitals hereinabove set forth are incorporated in
this Assignment by reference.

     15. Paragraph Headings,  etc. The headings of paragraphs  contained in this
Assignment  are  provided  for  convenience  only.  They  form  no  part of this
Assignment  and  shall  not  affect  its  construction  or  interpretation.  All
references to paragraphs or subparagraphs of

<PAGE>
                                      -8-


this Assignment refer to the corresponding  paragraphs and subparagraphs of this
Assignment.  All words used herein  shall be  construed  to be of such gender or
number as the  circumstances  require.  This  "Assignment"  shall each mean this
Assignment as a whole and as the same may from time to time hereafter be amended
or modified. The words "herein," "hereby," "hereof," "hereto," "hereinabove" and
"hereinbelow," and words of similar import,  refer to this Assignment as a whole
and not to any particular paragraph,  clause or other subdivision hereof, unless
otherwise specifically noted.

     16.  Termination.  Upon satisfaction in full of all obligations of Assignor
under the Loan Documents,  this Assignment  shall terminate and be of no further
force and effect and Assignee shall execute documents  evidencing the assignment
of any  outstanding  Mortgage  Loans to Assignor  (without  recourse),  provided
however,  that in the event an Event of Default  under any Mortgage Loan occurs,
Assignee's obligation to assign such defaulted Mortgage Loan back to Assignor as
provided in this Section shall terminate,  provided,  further,  however, that to
the extent any amounts  collected  by Assignee  with  respect to such  defaulted
Mortgage  Loan exceed an amount  equal to the sum of (i) the amount by which the
principal amount of the Loan secured by such defaulted Mortgage Loan was reduced
pursuant to Section 2.04(b)(B) of the Loan Agreement,  (ii) any interest accrued
on  such  amount  at the  applicable  Interest  Rate  (as  defined  in the  Loan
Agreement)  compounded monthly,  and (iii) the amount of any collection expenses
(including  legal fees),  such excess  shall be applied  against the Excess Loan
Amount and any remaining amount shall be remitted to Assignor.

     17. Partial  Invalidity.  In case any provision in this Assignment shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     18.  National  Housing  Act.  Subject  to the terms and  provisions  of the
Servicing  Agreement  referred to above, the Mortgage Loans hereby assigned will
be  administered  and serviced by the Bank, as agent of Assignee,  in accordance
with  the  National  Housing  Act  (Canada)  and  National  Housing  Regulations
(Canada).


     IN WITNESS  WHEREOF,  the  Assignor  and each other  party  hereto has duly
executed the Mortgage Loan Assignment  Agreement as of the  twenty-eight  (28th)
day of April, Two thousand and four (2004).


                                      ASSIGNOR

                                      NB FINANCE, LTD.

                                      By:
                                          --------------------------------------
                                          Vanessa Fontana


<PAGE>
                                      -9-


                                      ASSIGNEE

                                      NB CAPITAL CORPORATION

                                      By:
                                          --------------------------------------
                                          Jean Dagenais


                                      BANK

                                      NATIONAL BANK OF CANADA

                                      By:
                                          --------------------------------------
                                          Martin-Pierre Boulianne

                                      By:
                                          --------------------------------------
                                          Johanne Dupont


<PAGE>


PROVINCEOF QUEBEC        )
                         )  ss.:
DISTRICT OF MONTREAL     )


     On the  twenty-one  (21st) day of September,  Two thousand and four (2004),
before me personally  came Vanessa  Fontana to me known,  who,  being by me duly
sworn,  did depose and say that she  resides at 2100,  boulevard  Rene  Laennec,
Laval,  Province of Quebec,  H7M 5V3, that she is the Assistant  Secretary of NB
Finance,  Ltd.,  the  corporation  described in and which executed the foregoing
instrument;  and that she signed her name  thereto by  authority of the board of
directors of said corporation.


                                        ----------------------------------------
                                        NICOLE NOBERT, attorney



<PAGE>

                                    EXHIBIT A

                                 MORTGAGE LOANS



<PAGE>



                  APRIL 2004 MORTGAGE LOAN ASSIGNMENT AGREEMENT
                           (April 2004 Series 4 Loan)



     THIS MORTGAGE LOAN  ASSIGNMENT  AGREEMENT  (this  "Assignment")  made as of
April 28,  2004,  constitutes  an  assignment  from NB FINANCE,  LTD., a Bermuda
corporation (the "Assignor"), to NB CAPITAL CORPORATION, a Maryland corporation,
(the "Assignee"),  and an agreement by and among Assignor, Assignee and NATIONAL
BANK OF CANADA,  a Canadian  chartered bank, as custodian and servicer on behalf
of Assignee (the "Bank").

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS,  Assignor and Assignee have entered into a certain Loan Agreement,
as of April 28, 2004 (such Loan Agreement, as it may be amended or modified from
time to time,  the "Loan  Agreement"),  under the terms of which  Assignee  has,
subject to the terms and conditions thereof, lent with respect to the April 2004
Series  4 Loan  (as  defined  in the  Loan  Agreement)  a  principal  amount  of
US$11,176,715.03 to Assignor, as of April 28, 2004.

     WHEREAS,  to evidence and secure its obligations  with respect to the April
2004 Series 4 Loan under the Loan Agreement,  Assignor shall execute and deliver
certain Loan Documents (as defined in the Loan Agreement).

     WHEREAS,  Assignee has required and Assignor has agreed that Assignor shall
assign all of its right,  title and interest in, to and under the mortgage loans
listed on Exhibit A attached hereto (the "Mortgage  Loans"),  each such Mortgage
Loan evidenced by certain agreements,  deeds and proceedings (the "Mortgage Loan
Document") to Assignee and permit Assignee or its agents, to administer, perform
and enforce the Mortgage  Loans upon the terms and  conditions  hereinafter  set
forth.

     NOW, THEREFORE, in consideration of the transactions hereinabove described,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

     1. Assignment.

          (a) Assignor as beneficial owner hereby assigns, charges and sets over
     to Assignee, and its successors and assigns,  without recourse to Assignor,
     all of Assignor's right,  title and interest now or hereafter  acquired in,
     to and under the Mortgage Loans and all of the real property (together with
     any proceeds  (including,  but not limited to, any insurance,  casualty and
     mortgage  insurance  proceeds),  products,   substitutions,   additions  or
     replacements  of any  collateral  mortgaged,  assigned or pledged under the
     Mortgage Loans) described therein (collectively, the "Collateral").

          (b) Assignee  hereby  accepts the foregoing  assignment,  on behalf of
     itself and its respective successors and assigns.


<PAGE>
                                      -2-


          (c)   Assignor   hereby   appoints   Assignee   the  true  and  lawful
     attorney-in-fact of Assignor,  with full power of substitution,  in its own
     name, both before and/or after any Event of Default (as defined in the Loan
     Agreement),  to take any action  under or in  connection  with the Mortgage
     Loans.  This power shall be deemed to be coupled with an interest and shall
     be irrevocable.

          (d) Assignor  agrees that the assignment  herein  provided is absolute
     and from and after the date hereof,  subject to Section 16,  Assignee shall
     obtain legal title to the Mortgage  Loans and Assignor  shall not have, and
     shall not exercise, any rights in and to the Collateral, including, without
     limitation,  any rights as payee,  mortgagee  or assignee  under any of the
     Mortgage  Loan  Documents,  or any rights to  receive  any  payments  or to
     exercise or omit to exercise,  waive,  compromise or make any other actions
     or determinations or give or receive any notices under or in respect of the
     Mortgage  Loan  Documents,  except such as Assignee  may direct in order to
     better  effectuate  the rights,  remedies and security  herein  provided or
     contemplated.

          (e) Assignee, as payee under the Mortgage Loans, shall have the right,
     both  before  and  after  an  Event  of  Default  (as  defined  in the Loan
     Agreement)  to collect and receive all payments of  principal  and interest
     and any other amounts due and payable under the Mortgage Loan Documents. On
     each  Interest  Payment Date (as defined in the Loan  Agreement),  Assignee
     shall apply the US Dollar  Equivalent (as defined in the Loan Agreement) of
     the funds  collected  under the Mortgage Loan  Documents (i) first,  to the
     payment of any  interest  due and payable  under the Loan  Documents,  (ii)
     second, to the payment of any scheduled or unscheduled  principal  payments
     due and payable under the Loan  Documents,  (iii) third,  to the payment of
     any Excess Loan Amount (as defined in the Loan  Agreement) and (iv) fourth,
     to any other amounts due and payable under the Loan Documents and shall, to
     the extent  available  after  payment of the amounts in clauses (i),  (ii),
     (iii) and (iv) above,  remit the balance of any  collections or payments to
     Assignor.

          TO HAVE AND TO HOLD the same unto  Assignee,  and its  successors  and
     assigns.

     2.  Representations  and  Warranties of Assignor.  Assignor  represents and
warrants as follows:

          (a)  Assignor  (i) is the sole  owner of the  Mortgage  Loans and such
     ownership  is free  and  clear  of any  lien,  security  interest  or other
     encumbrance,  (ii) has not granted any  participation  or other interest or
     assignment,  other  option or rights to the Mortgage  Loans,  other than to
     Assignee,  and (iii) has not  pledged,  collaterally  assigned or otherwise
     hypothecated  any  interest  therein  or  agreed  to do so,  other  than to
     Assignee.

          (b) The  registered  office and  principal  place of  business  of the
     Assignor is located in Hamilton, Bermuda.

          (c) The  execution,  delivery and  performance  of this  Assignment by
     Assignor  are  within  Assignor's  power  and  authority,  have  been  duly
     authorized by all necessary  action and do not and will not (i) require any
     authorization which has not been

<PAGE>
                                      -3-


     obtained,  (ii) contravene the articles of  incorporation or by-laws of the
     Assignor, any applicable laws or any agreement or restriction binding on or
     affecting  Assignor  or its  property,  or (iii)  result in or require  the
     creation or  imposition of any lien or right of others upon or with respect
     to any property  now or in the future  owned by Assignor  (other than liens
     created in favor of Assignee  hereunder).  No  authorization  which has not
     been obtained is required for the assignment  hereunder or the  enforcement
     by Assignee of its remedies under this Assignment.  This  Assignment,  when
     executed  and  delivered,  will  constitute  the legal,  valid and  binding
     obligation of Assignor  enforceable against Assignor in accordance with its
     terms,  except as enforcement  may be limited by bankruptcy,  insolvency or
     other similar laws affecting the rights of creditors generally.

          (d) The originals (including  duplicate originals,  if any) of all the
     Mortgage Loan Documents, have been simultaneously herewith delivered to the
     Bank as custodian for Assignee  (except for any loan  documents  which have
     been or will be submitted to public  officials  for filing or recording and
     policies of title or other  insurance  which have not yet been  received by
     Assignor,  which in either case will be  delivered  directly to the Bank or
     forthwith turned over to the Bank as and when received by the Assignor).

     3. Servicing. Until the satisfaction in full of all obligations of Assignor
under the Loan Agreement shall have occurred:

          (a) Assignee or its agents, shall have the sole power and authority to
     do or refrain from doing any act under or in  connection  with the Mortgage
     Loan Documents and the property  described  therein and/or this Assignment,
     including,  without  limitation,  the sole power and  authority in its sole
     discretion,  to (i)  advance  funds  thereunder,  (ii)  determine  that all
     conditions to the advance of funds  thereunder  have been  satisfied (or to
     waive  some or all of the  conditions  to  advance  thereunder),  and (iii)
     determine that a default or event of default has occurred thereunder and to
     give any notice, demand or protest in respect thereof;

          (b)  Assignor  acknowledges  that (i) the Bank,  as agent of Assignee,
     shall be named as mortgagee and loss payee on all fire,  extended  coverage
     and other  hazard  insurance  policies  required  under the  Mortgage  Loan
     Documents,  to the  extent  set forth  therein  and (ii)  Assignor  and any
     mortgage and all other  parties  obligated  to Assignor  under the Mortgage
     Loan  Documents  shall  deal  solely  with the  Bank,  acting  on behalf of
     Assignee,  under the Mortgage Loan Documents and this Assignment,  Assignor
     and all other  parties  so  obligated  shall be  entitled  to rely on their
     actions so taken with  respect to the Bank and upon the action taken by the
     Bank,  acting  on  behalf  of  Assignee,  with  respect  to them  until the
     satisfaction  in  full  of all  obligations  of  Assignor  under  the  Loan
     Agreement or until  Assignee  shall  appoint  another  person to act on its
     behalf  (or  otherwise  revoke  the  Bank's  authority  to act on behalf of
     Assignee);

          (c)  Assignor  agrees that  Assignee or it agents  shall have the full
     power and authority, in its discretion,  to take, or defer from taking, any
     and all actions with respect to the  administration  and enforcement of the
     Loan Documents, in order to effectuate the purposes contemplated herein and
     therein,  including the right,  power and authority to exercise any and all
     of the rights,  remedies and options reserved to Assignee or its

<PAGE>
                                      -4-


     agents in, or given by law or equity to  Assignee or it agents as holder of
     the Mortgage Loan Documents, to enforce the Mortgage Loan Documents, and to
     take such other actions for the protection and  preservation of the lien of
     the  Mortgages,  and protect and preserve all  property  described  therein
     should  Assignee or its agents become the owner thereof by  foreclosure  or
     otherwise as may be necessary and/or appropriate.

     4. Event of Default: Remedies. If an event of default shall occur under any
Mortgage Loan (an "Event of Default"), Assignee or its agents shall have all the
rights  and  remedies  which  would  be  available  to  Assignor  (but  for this
Assignment)  under the  Mortgage  Loan  Documents  as set forth  therein  and as
permitted   thereunder  or  otherwise   available  to  Assignor  (but  for  this
Assignment)  in law or in  equity,  including,  without  limitation  but in each
instance  to the extent  provided in and as  conditioned  by the  Mortgage  Loan
Documents, the right:

          (a) To  accelerate  the maturity of such  Mortgage  Loan and all other
     amounts due under the applicable Mortgage Loan Documents and to declare the
     same to be or  become  immediately  due and  payable  and  enforce  payment
     thereof upon the happening of any Event of Default by the  mortgagor  under
     such  Mortgage  Loan,  as  permitted  therein,  after  the  giving  of such
     applicable notice and/or the passage of such time as may be provided for in
     such Mortgage Loan;

          (b) To take such  steps,  institute  and  prosecute  such  actions and
     proceedings and do or omit such acts which, in its judgment,  are advisable
     in order to enforce  payment of all  amounts  due under the  Mortgage  Loan
     Documents  and realize  upon the  security  provided  therefor,  including,
     without  limitation,  (i) to select any of the remedies available under the
     Mortgage Loan Documents or otherwise available at law or in equity, (ii) to
     enter into or consent to any amendment,  modification  and/or  extension of
     the Mortgage Loan Documents, (iii) to enter into or consent to any release,
     substitution  or  exchange  of all or any  part of any  security  for  such
     Mortgage Loan,  (iv) to waive any claim against the mortgagor or any person
     or entity  obligated  under the Loan  Documents  and (v) to defer,  extend,
     increase or decrease  any payment,  instalment  or other sum required or on
     account  of  such  Mortgage  Loan  and/or  the  applicable   Mortgage  Loan
     Documents;

          (c) To discontinue any such action or proceeding commenced as provided
     in subsection 4(b) above or to stay, delay, defer,  discontinue or withdraw
     the same;

          (d) To enter or cause to be entered a bid at any  foreclosure  sale of
     the  property  mortgaged  securing  such  Mortgage  Loan  pursuant  to  the
     applicable  Mortgage  Loan  Documents  (each  such  property  a  "Mortgaged
     Property") or any portion thereof;

          (e) To acquire title in and to any  Mortgaged  Property or any portion
     thereof  in any  foreclosure  proceeding  in its  name  or the  name of its
     nominee or designee;

          (f) To accept a deed to any Mortgaged  Property or any portion thereof
     in lieu of foreclosure  and to release the mortgagor  from its  obligations
     under  the  Mortgage  Loan  in  consideration  of  such  deed  in  lieu  of
     foreclosure;

<PAGE>
                                      -5-


          (g) To  operate,  manage  and/or  develop,  or hire agents to operate,
     manage and/or develop, any foreclosed or acquired Mortgaged Property and to
     lease all or any portion thereof upon such terms and conditions as it deems
     to be in the best interests of Assignee;

          (h) To sell any  foreclosed  or  acquired  Mortgaged  Property  or any
     portion thereof, upon such terms as it may deem to be in the best interests
     of Assignee,  including,  without limitation, the right to take back one or
     more purchase money notes and mortgages;

          (i) To make  advances for the payment for taxes,  assessments,  water,
     sewer and vault charges, and all interest and penalties thereon,  insurance
     premiums and other  similar or dissimilar  items  relating to any Mortgaged
     Property,   to  the  extent  permitted  by  the  applicable  Mortgage  Loan
     Documents;

          (j) To make  advances  for the  account  of the  mortgagor  under such
     Mortgage  Loan,  to the extent  permitted by the  applicable  Mortgage Loan
     Documents;

          (k) To collect, sue for, receive and, subject to applicable provisions
     of law,  settle or  compromise  any  claims  for loss or damage  covered by
     insurance  and/or  condemnation  of  all or any  portion  of any  Mortgaged
     Property  and to exercise  its  discretion  in the proper  application  and
     disposition  of the net  proceeds  of such  insurance  and/or  condemnation
     award;

          (l) To sell the Mortgage Loan at a fair market value; and

          (m) Generally to do and take any and all actions  which,  but for this
     Assignment,  the  Assignor  would be  entitled to do and take under or with
     respect to the applicable Mortgage Loan Documents;  it being understood and
     agreed that this  Assignment  does not confer upon the Assignee any greater
     rights with respect to the Mortgage Loan Documents than granted to Assignor
     or expand or extend  such  rights,  the purpose of this  Assignment  being,
     inter alia, to assign,  transfer and allocate such rights and not to create
     new rights against any mortgagor under the applicable  Mortgage Loan, or to
     limit the rights or expand the  obligations of any such  mortgagor,  and in
     the event of any conflict between the provisions of this Assignment and the
     provisions of the Mortgage Loan  Documents,  the provisions of the Mortgage
     Loan Documents, shall control.

     5. Possession of Mortgage Loan  Documents.  From and after the date of this
Assignment,  the Bank shall no longer hold the duly  executed  originals  of the
Mortgage  Loan  Documents on its own behalf or as custodian  for  Assignor,  but
shall hold the same as custodian for Assignee,  pursuant to the terms of (i) the
custodial  agreement  dated as of April  28,  2004 by and  between  the Bank and
Assignee and (ii) the Amended and Restated Servicing  Agreement dated as of June
28, 2001 by and between the Bank and Assignee.

<PAGE>
                                      -6-


     6. Further Assurances.

          (a)  Assignor  agrees  that at any time and from time to time,  at the
     expense of Assignor, Assignor will promptly execute and deliver all further
     instruments  and  documents,  and  take  all  further  action,  that may be
     necessary  or  desirable,  or that  Assignee  may  reasonably  request,  to
     effectuate  the purpose or provisions  of this  Assignment or to confirm or
     perfect  any  transaction  described  or  contemplated  herein or to enable
     Assignee  or its agents to exercise  and  enforce  its rights and  remedies
     hereunder with respect to any Mortgage Loan Document. Assignor and Assignee
     agree that Assignor shall reasonably cooperate (i) in preparing, executing,
     delivering  or having  prepared,  delivered and executed by January 1, 2005
     such documents or instruments  which are necessary or desirable to register
     legal  title  to  each  Mortgage  Loan  in  the  name  of  Assignee  in the
     appropriate  land  registry or other office of public  record,  and (ii) in
     registering  legal title to each  Mortgage  Loan in the name of Assignee in
     the event the credit  rating of the Bank (or such  other  agent as may hold
     the Mortgage  Loans on behalf of Assignee) will fall below either "BBB-" by
     Standard & Poor's  Rating  Services or "Baa" by Moody's  Investor  Service,
     Inc.

          (b)  Assignor  hereby  authorizes  Assignee  or its agents to file and
     record one or more  financing or  continuation  statements  and  amendments
     thereto,  relative  to all or any part of the Loan  Documents  without  the
     signature of Assignor where permitted by the law.

     7. Assignment. This Assignment shall be binding upon and shall inure to the
benefit of the parties and their respective successors and assigns.

     8.  Notices.  All notices and other  communications  provided for hereunder
shall be in writing (including telegraphic, telecopy or telex communication) and
mailed,  telegraphed,  telecopied,  telexed or delivered, if to Assignor, at its
address  at c/o  Codan  Services  Limited,  Clarendon  House,  2 Church  Street,
Hamilton,  HM 11,  Bermuda,  Attention:  Secretary;  and if to Assignee,  at its
address at 125 West 55th  Street,  New York,  New York 10019,  Attention:  Chief
Financial Officer;  or as to each other party, at such other address as shall be
designated by such party in a written notice to Assignee and Assignor.  All such
notices and  communications  shall,  when  mailed,  telegraphed,  telecopied  or
telexed,  be effective when  deposited in the mails,  delivered to the telegraph
company,   transmitted   by  telecopier   or  confirmed  by  telex   answerback,
respectively.

     9.  Governing Law. This  Assignment and Agreement  shall be governed by and
construed in accordance with the laws of Bermuda.

     10. Jurisdiction.

          (a) Each of the parties hereto hereby irrevocably and  unconditionally
     submits, for itself and its property,  to the nonexclusive  jurisdiction of
     any court  sitting in Bermuda,  and any  appellate  court  thereof,  in any
     action or proceeding arising out of or relating to this Assignment,  or for
     recognition or enforcement of any judgment,  and each of the parties hereto
     hereby irrevocably and unconditionally agrees that all claims in respect of
     any such  action  or  proceeding  may be heard and  determined  in any such



<PAGE>
                                      -7-


     Bermuda  court.  Each of the parties hereto agrees that a final judgment in
     any such action or proceeding  shall be  conclusive  and may be enforced in
     other jurisdictions by suit on the judgment or in any other manner provided
     by law.  Nothing in this  Assignment  shall affect any right that any party
     may  otherwise  have to bring any  action or  proceeding  relating  to this
     Assignment in the courts of any jurisdiction.

          (b) Each of the parties hereto irrevocably and unconditionally waives,
     to the fullest  extent it may legally and  effectively do so, any objection
     that it may now or  hereafter  have to the  laying  of venue  of any  suit,
     action or proceeding  arising out of or relating to this  Assignment in any
     Bermuda court. Each of the parties hereto hereby irrevocably waives, to the
     fullest extent  permitted by law, the defense of an  inconvenient  forum to
     the  maintenance  of such action or proceeding in any such court.  Assignee
     hereby irrevocably appoints Codan Services Limited, Clarendon House, Church
     Street,  Hamilton HM CX, Bermuda ("Assignee's Process Agent"), as its agent
     to  receive,  on behalf of  Assignee,  service of copies of the summons and
     complaint  and any other  process which may be served in any such action or
     proceeding. Any such service may be made by mailing or delivering a copy of
     such  process,  if to  Assignee,  in care of  Assignee's  Process  Agent at
     Assignee's  Process  Agent's above  address.  Assignee  hereby  irrevocably
     authorizes and directs its respective  process agent to accept such service
     on its behalf.

     11.  Counterparts.   This  Assignment  may  be  executed  in  one  or  more
counterparts,  each of which shall be  considered  an  original.  Delivery of an
executed  counterpart of a signature page to this Assignment by telecopier shall
be effective as delivery of a manually executed  counterpart of this Assignment.
Any  delivery of a  counterpart  signature  by  telecopier  shall,  however,  be
promptly followed by delivery of a manually executed counterpart.

     12.  Change  and  Modifications.   This  Assignment  may  not  be  changed,
terminated  or modified  orally or in any manner  other than by an  agreement in
writing signed by the party sought to be charged therewith.

     13. No Waiver.  No waiver by any party of any provision of this  Assignment
or any right,  remedy or option  hereunder  shall be  controlling,  nor shall it
prevent or estop such party from  thereafter  enforcing such  provision,  right,
remedy or option,  and the  failure or refusal of any party  hereto to insist in
any one or more  instances  upon the strict  performance  of any of the terms or
provisions  of this  Assignment by any other party hereto shall not be construed
as a waiver or relinquishment for the future of any such term or provision,  but
the same shall continue in full force and effect, it being understood and agreed
that the  rights,  remedies  and  options  of  Assignee  or the Bank,  acting as
servicer on behalf of Assignee,  hereunder  are and shall be  cumulative  and in
addition  to all other  rights,  remedies  and  options of Assignee or the Bank,
acting as servicer on behalf of Assignee, in law or in equity or under any other
agreement.

     14. Recitals. All of the recitals hereinabove set forth are incorporated in
this Assignment by reference.

     15. Paragraph Headings,  etc. The headings of paragraphs  contained in this
Assignment  are  provided  for  convenience  only.  They  form  no  part of this
Assignment  and  shall  not  affect  its  construction  or  interpretation.  All
references to paragraphs or subparagraphs of


<PAGE>

this Assignment refer to the corresponding  paragraphs and subparagraphs of this
Assignment.  All words used herein  shall be  construed  to be of such gender or
number as the  circumstances  require.  This  "Assignment"  shall each mean this
Assignment as a whole and as the same may from time to time hereafter be amended
or modified. The words "herein," "hereby," "hereof," "hereto," "hereinabove" and
"hereinbelow," and words of similar import,  refer to this Assignment as a whole
and not to any particular paragraph,  clause or other subdivision hereof, unless
otherwise specifically noted.

     16.  Termination.  Upon satisfaction in full of all obligations of Assignor
under the Loan Documents,  this Assignment  shall terminate and be of no further
force and effect and Assignee shall execute documents  evidencing the assignment
of any  outstanding  Mortgage  Loans to Assignor  (without  recourse),  provided
however,  that in the event an Event of Default  under any Mortgage Loan occurs,
Assignee's obligation to assign such defaulted Mortgage Loan back to Assignor as
provided in this Section shall terminate,  provided,  further,  however, that to
the extent any amounts  collected  by Assignee  with  respect to such  defaulted
Mortgage  Loan exceed an amount  equal to the sum of (i) the amount by which the
principal amount of the Loan secured by such defaulted Mortgage Loan was reduced
pursuant to Section 2.04(b)(B) of the Loan Agreement,  (ii) any interest accrued
on  such  amount  at the  applicable  Interest  Rate  (as  defined  in the  Loan
Agreement)  compounded monthly,  and (iii) the amount of any collection expenses
(including  legal fees),  such excess  shall be applied  against the Excess Loan
Amount and any remaining amount shall be remitted to Assignor.

     17. Partial  Invalidity.  In case any provision in this Assignment shall be
invalid, illegal or unenforceable,  the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

     18.  National  Housing  Act.  Subject  to the terms and  provisions  of the
Servicing  Agreement  referred to above, the Mortgage Loans hereby assigned will
be  administered  and serviced by the Bank, as agent of Assignee,  in accordance
with  the  National  Housing  Act  (Canada)  and  National  Housing  Regulations
(Canada).


     IN WITNESS  WHEREOF,  the  Assignor  and each other  party  hereto has duly
executed the Mortgage Loan Assignment  Agreement as of the  twenty-eight  (28th)
day of April, Two thousand and four (2004).


                                      ASSIGNOR

                                      NB FINANCE, LTD.

                                      By:
                                          --------------------------------------
                                          Vanessa Fontana


<PAGE>
                                      -9-


                                      ASSIGNEE

                                      NB CAPITAL CORPORATION

                                      By:
                                          --------------------------------------
                                          Jean Dagenais


                                      BANK

                                      NATIONAL BANK OF CANADA

                                      By:
                                          --------------------------------------
                                          Martin-Pierre Boulianne

                                      By:
                                          --------------------------------------
                                          Johanne Dupont


<PAGE>


PROVINCEOF QUEBEC        )
                         )  ss.:
DISTRICT OF MONTREAL     )


     On the  twenty-one  (21st) day of September,  Two thousand and four (2004),
before me personally  came Vanessa  Fontana to me known,  who,  being by me duly
sworn,  did depose and say that she  resides at 2100,  boulevard  Rene  Laennec,
Laval,  Province of Quebec,  H7M 5V3, that she is the Assistant  Secretary of NB
Finance,  Ltd.,  the  corporation  described in and which executed the foregoing
instrument;  and that she signed her name  thereto by  authority of the board of
directors of said corporation.


                                        ----------------------------------------
                                        NICOLE NOBERT, attorney



<PAGE>

                                    EXHIBIT A

                                 MORTGAGE LOANS



<PAGE>